UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41079

Currenc Group Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands

98-1602649

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

410 North Bridge Road,

SPACES City Hall,

Singapore

188726

(Address of principal executive offices)

(Zip Code)

+65 6407-7362

(Registrant’s telephone number, including area code)

INFINT Acquisition Corporation

32 Broadway, Suite 401
New York, New York 10004

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 19, 2025, there were 46,527,999 Ordinary Shares, par value $0.0001 per share, issued and outstanding.

CURRENC GROUP INC.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	3

Item 1. Financial Statements.	3

Condensed Balance Sheets	4

Condensed Statements of Operations (Unaudited)	5

Condensed Statements of Changes in Shareholders’ Deficit (Unaudited)	6

Condensed Statements of Cash Flows (Unaudited)	7

Notes To Condensed Financial Statements (Unaudited)	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	26

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	38

PART I. OTHER INFORMATION	40

Item 1. Legal Proceedings.	40

Item 1A. Risk Factors.	40

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	40

Item 3. Defaults Upon Senior Securities.	40

Item 4. Mine Safety Disclosures.	40

Item 5. Other Information.	40

Item 6. Exhibits.	41

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

CURRENC GROUP INC. AND SUBSIDIARIES

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (unaudited)	4

Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three months ended March 31, 2025 and 2024 (unaudited)	5

Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three months ended March 31, 2025 and 2024 (unaudited)	6

Condensed Consolidated Statements of Cash Flows for the Three months ended March 31, 2025 and 2024 (unaudited)	7

Notes to the Condensed Consolidated Financial Statements (unaudited)	8 to 25

CURRENC GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	March 31, 2025			December 31, 2024 (restated)
		US$			US$
ASSETS
Current assets:
Cash and cash equivalents		62,300,298			63,821,397
Restricted cash		40,978			40,742
Accounts receivable, net		2,103,924			2,115,681
Other financial assets		3,171,000			-
Amounts due from related parties		449,094			560,823
Prepayments, receivables and other assets		25,874,112			20,948,216
Total current assets		93,939,406			87,486,859
Non-current assets:
Equipment and software, net		1,118,661			1,055,520
Right-of-use asset		294,965			349,240
Intangible assets		3,000,978			3,386,117
Goodwill		12,059,428			12,059,428
Deferred tax assets		344,291			342,822
Total non-current assets:		16,818,323			17,193,127
Total assets		110,757,729			104,679,986
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Borrowings		20,128,362			20,150,058
Receivable factoring		480,225			258,415
Other financial liabilities		3,329,550			-
Accounts payable, accruals and other payables		51,411,453			55,329,740
Amounts due to related parties		76,472,666			67,697,074
Convertible bonds		1,750,000			1,750,000
Lease liabilities		177,505			171,909
Total current liabilities		153,749,761			145,357,196
Non-current liabilities:
Deferred tax liabilities		784,479			876,912
Employee benefit obligation		39,259			45,289
Lease liabilities		111,833			156,647
Total non-current liabilities:		935,571			1,078,848
Total liabilities		154,685,332			146,436,044

Commitments and contingencies (Note 10)		-			-

Shareholders’ deficit:
Ordinary shares (US$0.0001 par value; 550,000,000 shares authorized 46,527,999 and 46,527,999 shares issued and outstanding as of March 31, 2025, and December 31, 2024, respectively) (1)		4,653			4,653
Additional paid-in capital (1)		67,797,587			65,638,838
Accumulated deficit		(136,197,260	)		(131,522,902	)
Accumulated other Comprehensive Loss		7,873			(108,122	)
Total shareholders’ deficit attributable to Currenc Group Inc.		(68,387,147	)		(65,987,533	)
Non-controlling interests		24,459,544			24,231,475
Total deficit		(43,927,603	)		(41,756,058	)
Total liabilities, mezzanine equity and shareholders’ deficit		110,757,729			104,679,986

(1)

Retrospectively restated to reflect Reverse Recapitalization – See Note 1 and Note 2.

The accompanying notes form an integral part of these condensed consolidated financial statements.

CURRENC GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

	2025			2024
	Three months ended March 31,
	2025			2024
	US$			US$

Revenue		10,055,569			13,104,123
Cost of revenue		(6,854,172	)		(8,696,562	)
Gross profit		3,201,397			4,407,561
Selling expenses		-			(3,987	)
General and administrative expenses		(7,522,252	)		(5,824,208	)
Loss from operations		(4,320,855	)		(1,420,634	)
Finance costs, net		(1,087,313	)		(1,311,363	)
Other income		969,691			189,735
Other expenses		(402	)		(19,137	)
Loss before income tax		(4,438,879	)		(2,561,399	)
Income tax expense		(48,479	)		(70,529	)
Net loss		(4,487,358	)		(2,631,928	)
Net income attributable to non-controlling interests		(187,000	)		(403,056	)
Net loss attributable to Currenc Group Inc.		(4,674,358	)		(3,034,984	)

Net loss per share, basic and diluted (1)		(0.13	)		(0.09	)

Shares used in net loss per share computation, basic and diluted (1)		35,374,891			33,980,753

Other comprehensive loss:
Foreign currency translation adjustments		171,532			368,135
Total comprehensive loss		(4,315,826	)		(2,263,793	)
Total Comprehensive Loss attributable to non-controlling interests		(228,069	)		(407,798	)
Total comprehensive loss attributable to Currenc Group Inc.		(4,543,895	)		(2,671,591	)

(1)

Retrospectively restated to reflect Reverse Recapitalization – See Note 1 and Note 2.

The accompanying notes form an integral part of these condensed consolidated financial statements.

CURRENC GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Three months ended March 31, 2025 AND 2024 (UNAUDITED)

	Number of Shares		Common Shares		Additional Paid-in Capital	Accumulated Deficit		Foreign currency translation adjustments	Remeasurement of post-employee benefits obligation	Total Shareholders’ Deficit		Non-controlling Interests	Total Deficit
								Accumulated Other Comprehensive Loss
	Number of Shares		Common Shares		Additional Paid-in Capital	Accumulated Deficit		Foreign currency translation adjustments	Remeasurement of post-employee benefits obligation	Total Shareholders’ Deficit		Non-controlling Interests	Total Deficit
Balance at January 1, 2024 (as previously reported)	58,030,000		58,030		29,172,373	(92,075,379	)	68,551	19,815	(62,756,610	)	23,613,363	(39,143,247	)
Retroactive application of the recapitalization	(24,049,247	)	(54,632	)	54,632	-		-	-	-		-	-
Balance at January 1, 2024 (as adjusted)	33,980,753		3,398		29,227,005	(92,075,379	)	68,551	19,815	(62,756,610	)	23,613,363	(39,143,247	)
Net loss	-		-		-	(3,034,984	)	-	-	(3,034,984	)	403,056	(2,631,928	)
Foreign currency translation adjustments	-		-		-	-		363,393	-	363,393		4,742	368,135
Disposal of subsidiaries	-		-		-	-		-	-	-		-	-
Balance at March 31, 2024	33,980,753		3,398		29,227,005	(95,110,363	)	431,944	19,815	(65,428,201	)	24,021,161	(41,407,040	)

						Accumulated Other Comprehensive Loss
	Number of Shares	Common Shares	Additional Paid-in Capital	Accumulated Deficit		Foreign currency translation adjustments		Remeasurement of post-employee benefits obligation		Total Shareholders’ Deficit		Non-controlling Interests	Total Deficit
Balance at January 1, 2025	46,527,999	4,653	65,638,838	(131,522,902	)	(142,401	)	34,279		(65,987,533	)	24,231,475	(41,756,058	)
Balance	46,527,999	4,653	65,638,838	(131,522,902	)	(142,401	)	34,279		(65,987,533	)	24,231,475	(41,756,058	)
Share-based compensation	-	-	2,158,749	-		-		-		2,158,749		-	2,158,749
Net loss	-	-	-	(4,674,358	)	-		-		(4,674,358	)	187,000	(4,487,358	)
Foreign currency translation adjustments	-	-	-	-		130,463		-		130,463		41,069	171,532
Remeasurement for the year	—	—	—	—		—		(14,468	)	(14,468	)	—	(14,468	)
Balance at March 31, 2025	46,527,999	4,653	67,797,587	(136,197,260	)	(11,938	)	19,811		(68,387,147	)	24,459,544	(43,927,603	)
Balance	46,527,999	4,653	67,797,587	(136,197,260	)	(11,938	)	19,811		(68,387,147	)	24,459,544	(43,927,603	)

The accompanying notes form an integral part of these condensed consolidated financial statements.

CURRENC GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	2025			2024
	Three months ended March 31,
	2025			2024
	US$			US$
Cash flows from operating activities:
Net loss		(4,487,358	)		(2,631,928	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Non-cash expense for Share-based compensation		2,158,749			-
Depreciation of equipment and software		123,799			142,518
Depreciation of right-of-use assets		53,712			41,981
Amortization of intangible assets		385,139			831,392
Deferred income taxes		(92,426	)		54,704
Disposal of fixed assets		401			-
Unrealized foreign exchange gain		328,269			(124,690	)
Changes in operating assets and liabilities:
Accounts receivable		33,923			(110,270	)
Prepayments, receivables and other assets		(4,918,772	)		9,477,057
Escrow money payable		-			218,542
Client money payable		-			146,847
Accounts payable, accruals and other payables		(4,068,655	)		(7,014,740	)
Interest payable on convertible bonds		-			952,736
Amount due from a director		729,198			-
Amount due to Immediate holding company		23,766			-
Amounts due from related parties		(3,652	)		-
Amounts due to related parties		8,245,995			(2,205,121	)
Net cash used in operating activities		(1,487,912	)		(220,972	)

Cash flows from investing activities:
Decrease in short-term investments		-			615
Purchases of property, plant and equipment		(175,158	)		(12,058	)
Proceed received from disposal of PPE		596			-
Net cash used in investing activities		(174,562	)		(11,443	)

Cash flows from financing activities:
Proceeds from borrowings		-			639,210
Repayment of borrowings		-			(95,742	)
Proceeds from receivable factoring		433,287			586,789
Repayment of receivable factoring		(218,974	)		(610,559	)
Payment of principal elements of lease liabilities		(65,286	)		(46,295	)
Payment of interest elements of lease liabilities		(7,416	)		(2,952	)
Net cash generated from/(used in) financing activities		141,611			470,451

Net decrease in cash and cash equivalents		(1,520,863	)		238,036
Cash and cash equivalents, restricted cash and escrow money receivable at beginning of the period		63,862,139			58,960,384
Cash and cash equivalents, restricted cash and escrow money receivable at end of the period		62,341,276			59,198,420

Supplemental disclosure of cash flow information:
Income taxes paid		(140,905	)		(15,825	)
Interest paid		(48,773	)		(346,270	)

The accompanying notes form an integral part of these condensed consolidated financial statements.

CURRENC GROUP INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 Organization and business

Currenc Group Inc. and its wholly owned subsidiaries (collectively, the “Company” or “Currenc”) is a limited liability company incorporated in the Cayman Islands on March 8, 2021. It is an investment holding company headquartered in Singapore.

The Company was originally a publicly traded special purpose acquisition company named INFINT Acquisition Corporation (“INFINT”), which was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities.

The Company’s principal subsidiaries at March 31, 2025, are set out below:

Schedule of principal subsidiaries

			Percentage of ownership held by the Company
Company Name	Place of incorporation	Principal activities	Directly	Indirectly
Seamless Group Inc.	Cayman Islands	Investment holding	100%
Dynamic Investment Holdings Limited	Cayman Islands	Investment holding		100%
Bagus Fintech Pte. Ltd.	Singapore	Providing business center services	—	100%
CURRENC Capital Inc.	Cayman Islands	Investment holding	100%	—
CURRENC US INC.	United States	Investment holding	100%	—
CURRENC Power Inc.	Cayman Islands	Investment holding	100%	—
Seamless AI Inc.	BVI	Investment holding	—	51%
Seamless Lab Limited	Hong Kong	Development of AI call center and system integration	—	51%
CURR-ARC GP Limited	Hong Kong	Acting as General Partner of Limited Partnership Fung	—	100%
CURR-ARC AI Fund 1 LPF	Hong Kong	Limited Partnership Fund	—	100%
Tranglo Sdn. Bhd.	Malaysia	Provision of international airtime reload, international money transfer services, its related implementation, technical and maintenance services	—	60%
PT Tranglo Indonesia	Indonesia	Operating money remittance business	—	60%
PT Tranglo Solusindo	Indonesia	Providing and sourcing airtime and other related services	—	60%
Tranglo (MEA) Limited	Hong Kong	Providing and sourcing airtime and other related services	—	60%
Tranglo Europe Ltd	United Kingdom	Operating money remittance business	—	60%
Tranglo Pte. Ltd.	Singapore	Operating money remittance business	—	60%
Treatsup Sdn. Bhd.	Malaysia	Research, development and commercialisation of Treatsup application and provision of implementation, technical services and maintenance related to the application	—	60%
Dynamic Indonesia Holdings Limited	Cayman Islands	Investment holding	—	100%

CURRENC GROUP INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 Organization and business (continued)

Dynamic Indonesia Pte. Ltd.	Singapore	Retail sales via the internet and development of other software and programming activities	—	82.0	%
PT Dynamic Wallet Indonesia	Indonesia	Business operations have not commenced	—	82.2	%
PT Walletku Indompet Indonesia	Indonesia	(i) Retail commerce through media, for textile commodities, clothing, footwear and personal needs, (ii) web portal and/or digital platforms for commercial purposes, and (iii) software publisher	—	82.2	%

2 Summary of significant accounting policies

(a) Basis of presentation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s financial position as of March 31, 2025, and the results of operations for the three months ended March 31, 2025 and 2024. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the consolidated financial statements not misleading have been included. The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accordingly do not include all of the disclosures normally made in the Company’s annual financial statements. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto of the Company for the fiscal year ended December 31, 2024.

(b) Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

CURRENC GROUP INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2 Summary of significant accounting policies (continued)

(c) Going concern

The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of March 31, 2025, the Company had cash balances of $62.3 million, a working capital deficit of $59.8 million and net capital deficit $43.9 million. For the three months ended March 31, 2025, the Company had a net loss of $4.5 million and net cash used in operating activities of $1.5 million. Net cash used in investing activities was $0.2 million. These conditions cast substantial doubt about the Company’s ability to continue as a going concern.

While the Company believes that it will be able to grow the Company’s revenue base and control expenditures, there is no assurance that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed to finance the Company’s business development activities, general and administrative expenses and growth strategy. In addition, on February 10, 2025, the Company entered into the ELOC Purchase Agreement with a third party. Under the ELOC scheme, the company will have the capacity to issue additional shares and dispose in the market for extra liquidity, up to $10,000,000 worth of ordinary shares.

(d) Use of estimates

The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Certain accounting estimates of the Company require a higher degree of judgment than others in their application. These include valuation of goodwill, provision for credit losses, impairment of long-lived assets, valuation of convertible bonds, income tax, valuation of employee stock options and estimates related to lease accounting involving discount rates used in lease calculations (if estimate using incremental borrowing rate) and lease term assumptions considering exercise of renewal or termination options. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

(e) Revenue recognition

The Company complies with ASC 606, Revenue from Contracts with Customers.

Revenue from contracts with customers is measured based on the consideration specified in a contract with a customer in exchange for transferring goods or services to a customer net of sales and service tax, returns, rebates and discounts. The Company recognizes revenue when (or as) it transfers control over a product or service to its customer. An asset is transferred when (or as) the customer obtains control of the asset. Depending on the substance of the contract, revenue is recognized when the performance obligation is satisfied, which may be at a point in time or over time.

Contract assets represent the Company’s right to consideration for performance obligations that have been fulfilled but for which the customer has not been billed as of the balance sheet date.

CURRENC GROUP INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2 Summary of significant accounting policies (continued)

Remittance services revenue

Revenue from contracts with customers on service charges and gain/loss on foreign exchange arising from remittance activities are recognized upon the processing and execution of the international money transfer transactions. Remittance services are further divided into Fiat Currency Prefunded Remittance Service and XRP Prefunded Remittance Service. Management has considered these two services to be two product lines.

The customers of the remittance services or Remittance Partners, are financial institutions. Remittance Partners who use the fiat currency prefunding option for their remittance business with the Company are referred to as Fiat Currency Prefunded Remittance Partners, whereas customers who choose the XRP Prefunding mode are referred to as XRP Prefunded Remittance Partners.

Fiat Currency Prefunded Remittance Service

The Company earns revenue by charging their customers a fiat currency prefunded remittance fee when they use the Company’s platform to transfer money to a beneficiary in another country. These fiat currency prefunded remittance fees are fixed and specific for every country’s currency and are charged at the point-in-time of executing this performance obligation. Prior to delivering cash to the customer’s beneficiary, the customer must directly provide the Company with prefunding (i.e., the cash to be remitted to the beneficiary). This is the traditional prefunding process, which the Company describes as Fiat Currency Prefunded Remittance Service.

XRP Prefunded Remittance Service

Unlike the Fiat Currency Prefunded Remittance Service, the customer obtains prefunding through Ripple Solution offered by Ripple Lab Inc. with the XRP Prefunded Remittance Service. Ripple supplies the customer with the XRP equivalent of the requested prefunding. The Company subsequently liquidates this XRP on Ripple’s behalf, and the fiat currency obtained as a result of the liquidation process is transferred to the customer’s beneficiary. Customers who prefund their remittance service with XRP must enter into an agreement with Ripple and undergo stringent credit checks in order to get XRP prefunding and use Ripple’s platform. The Company charges their customers an XRP Prefunded Remittance Service Fee when the money is transferred to the customer’s beneficiary.

For both the XRP Prefunded and Fiat Currency Prefunded Remittance Services, the Company has no obligations to the customer in terms of guarantees, warranties or other similar obligations. There are also no significant payment terms involved as the Company obtains their fees shortly after charging their customers.

Sales WalletKu Modern Channel

Revenue from the sale of goods is recognized at the point in time when the Company satisfies its performance obligation, which is upon delivery of the goods to the customer. The credit terms are typically 3-7 days.

Sales of airtime

Revenue from airtime sold is recognized when the relevant international airtime transfer or reload request is processed and executed.

Other services

Revenue from contracts with customers on other services is recognized as and when services are rendered.

CURRENC GROUP INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2 Summary of significant accounting policies (continued)

(f) Segments

As the chief operating decision-maker, or CODM, of the Company, the Chief Executive Officer, or CEO, reviews the financial results when making decisions about allocating resources and assessing the performance of the Company. The Tranglo Sdn BHD and related subsidiaries (“Tranglo”) and PT Walletku Indompet Indonesia (“WalletKu”) are all considered operating segments. These have been aggregated into two reportable segments, which are remittance services and sales of airtime. Other services are not assigned to a specific reportable segment as their results of operations are immaterial.

The remittance segment is operated through Tranglo. Tranglo operates the remittance hub covering Southeast Asia and globally, which in the downstream segment of the remittance business. Management operates, monitors and evaluates the whole remittance business so as to create maximum value for the Company.

The Company operates the airtime segment via its international airtime transfer business through Tranglo and its retail airtime trading business locally in Indonesian through WalletKu. As with the remittance segment, management believes maximum synergy and business value can best be achieved by aggregating and managing the airtime business through these two subsidiaries.

On July 30, 2024, Seamless Group Inc. disposed all of its equity interest in GEA Holdings Limited to L&L Health Holdings Limited, a related company. On August 30, Seamless Group Inc. has disposed all of the equity interest in TNG (Asia) Limited and deconsolidated the subsidiary. For comparability, TNGA and GEA operation were not included in the segment reporting in the three months period ended March 31, 2025, onwards, while the TNGA and GEA operation were included in the three months period ended March 31, 2024.

(g) Share-based compensation

The Company accounts for share-based payments in accordance with ASC Topic 718 “Compensation – Stock Compensation”, or ASC 718, under which the fair value of awards issued to employees is expensed over the period in which the awards vest.

As of March 31, 2025, 2,188,771 vested shares have been distributed to the staff, while 1,775,553 vested shares remain in trust. Fair value of the outstanding unvested shares to employee are $13,178,775.56

The Company estimates the fair value of awards using an Income Approach (Finnerty method). The Company accounts forfeitures as they occur. For the awards granted on July 29, 2022, the following assumptions were used in the model:

Expected Volatility (39.84% to 43.74%)

Expected Dividend Yield (0%)

Expected Time to Liquidity (0.92 years to 2.92 years)

Exercise Price ($Nil)

Stock price at grant date ($6.55)

CURRENC GROUP INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2 Summary of significant accounting policies (continued)

Weighted Average Fair Value of 1 Share ($5.73)

The fair value of the awards granted on July 29, 2022 is $33,284,970.

For the awards granted on August 21, 2024, the following assumptions were used in the model:

Expected Volatility (26.65% to 42.32%)

Expected Dividend Yield (0%)

Expected Time to Liquidity (0.03 years to 2.03 years)

Exercise Price ($Nil)

Stock price at grant date ($6.22)

Weighted Average Fair Value of 1 Share ($5.75)

On August 30, 2024, Seamless re-granted 466,573 shares out of the forfeited shares mentioned above. The fair value of the awards granted on August 30, 2024 is $2,695,334.

In February 2025, Seamless granted 320,071 shares out of the forfeited shares to its employees.

Fair value of the shares granted is $310,292. Fair value is based on the closing market price of the shares prior to the grant date.

For the awards granted on February 25, 2025, the following assumptions were used in the model:

●

Closing stock price of the Company before the grant date was $1.49.

●

Share-based compensation expense of $2,158,749 and $Nil was recognized under General and administrative expenses for the three months ended March 31, 2025 and 2024, respectively. Share-based compensation expense is not recognized in three months ended March 31, 2024 as the expenses are start recognising upon the completion of de-SPAC process.

(h) Prefunding to remittances partner

Prefunding to remittance partner represents deposits made with such a partner for remittance services to be rendered by the partner in the future. The prepayments are utilized when a remittance order is executed by the partner and the resulting amount of the order is deducted from the balance with the partner.

The Company allows its remittance partners to prefund their balance through cryptocurrencies. These cryptocurrencies are mainly XRP. Ripple provides the XRP upon request to the Company and its remittance partners. Under applicable accounting standards, the Company is an agent when facilitating cryptocurrency transactions on behalf of its customers. These cryptocurrencies are held under a bailment arrangement in an account in the Company’s name on behalf of its business partner but they are not Seamless’s assets and therefore, are not reflected as cryptocurrency assets on the Company’s consolidated balance sheets . Although the Company does not control the XRP in the bailment account, the Company is responsible for safeguarding the XRP in the bailment account.

CURRENC GROUP INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2 Summary of significant accounting policies (continued)

(h) Prefunding to remittances partner (continued)

Independent Reserve SG Pte Ltd (“Independent Reserve”), Philippine Digital Asset Exchange (“Pdax”), Betur, Inc. (“Coins.ph”) and Bitstamp Global Limited (“Bitstamp”) (collectively, the “Cryptocurrency Exchanges”) are centralized crypto exchanges which keep the cryptographic keys for each respective XRP wallet and provide the Company with its respective API access keys. The Company is the only party that holds the API access keys that grant it direct access to its XRP wallet maintained on the respective Cryptocurrency Exchange. The Cryptocurrency Exchanges maintain records of all assets deposited by its users and send statements to the Company. The Company reconciles its internal ODL transaction records to the statements received from the Cryptocurrency Exchanges to ensure that these are accurate. The Company has an obligation to protect the API access keys from being abused or stolen. The Company is responsible for any damages caused by loss or theft.

On January 23, 2025, the U.S. Securities and Exchange Commission, or SEC, issued Staff Accounting Bulletin (SAB) No. 122, which rescinds SAB No. 121. Under SAB 121, entities that safeguard crypto-assets for platform users were required to recognize a corresponding liability and asset for those obligations. SAB 122 eliminates this requirement and must be applied retrospectively for all periods presented.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impacts were material to previously presented financial statements.

The following tables summarize the effect of the restatement on each financial statement line item as of the date, and for the periods indicated.

December 31, 2024

Previously Reported

Adjustments

As Restated

US$

Consolidated Balance Sheets as of December 31, 2024

Prepayments, receivables and other assets

24,738,392

(3,790,176

)

20,948,216

Accounts payable, accruals and other payables

59,119,916

(3,790,176

)

55,329,740

(i) Net loss per share

Basic earnings per share is calculated by dividing the net loss by the weighted average number of ordinary shares outstanding for the period, without consideration of potentially dilutive securities.

Diluted net earnings per share is calculated by dividing the net loss by the weighted average number of ordinary shares and potentially dilutive securities outstanding for the period. If there is a loss, potentially dilutive securities are not considered, as they would be anti-dilutive.

The following tables provide the calculation of basic and diluted net loss per ordinary share for the three months ended March 31, 2025 and 2024:

CURRENC GROUP INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2 Summary of significant accounting policies (continued)

	2025			2024
	Three months ended March 31,
	2025			2024

Numerator:
Net loss	$	(4,674,358	)	$	(3,034,984	)

Denominator:
Weighted average ordinary shares outstanding		35,374,891			33,980,753

Basic and diluted net (loss) per share	$	(0.13	)	$	(0.09	)

The following table sets forth the total number of shares that may potentially be dilutive ordinary shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses. The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted loss per share:

	March 31, 2025		March 31, 2024

Warrants		17,796,765		-
Convertible bonds (treasury stock method)		1,027,997		2,604,554
Anti dilutive securities		1,027,997		2,604,554

(j) Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment (see Note 11, Shareholders’ Deficit, for additional information).

(k) Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly, hypothetical transaction between market participants at the measurement date, or exit price. ASC 820, Fair Value Measurement (“ASC 820”) establishes a fair value hierarchy for inputs, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

	●	Level 1 – Quoted prices in active markets for identical assets or liabilities.
	●	Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
	●	Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

SEC Form 10-Q filed by Currenc Group Inc.