Animoca Brands enters into Term Sheet with Nasdaq-listed Currenc Group

03 November 2025 - Animoca Brands Corporation Limited (“Animoca Brands”) has entered into a non-binding term sheet (“Term Sheet”) with Currenc Group Inc. (Nasdaq: CURR) (“Currenc”), in relation to a potential proposal for Currenc to acquire 100% of the issued shares in Animoca Brands by way of a scheme of arrangement (“Potential Transaction”).

Under the terms of the Potential Transaction, it is proposed that all of the shares of Animoca Brands would be acquired by Currenc, in exchange for newly issued shares in Currenc under an Australian scheme of arrangement.

At implementation of the Potential Transaction, and subject to agreeing a final binding agreement, it is proposed that Animoca Brands shareholders that have their shares acquired would collectively own 95% of the issued shares in Currenc (subject to agreeing the treatment of convertible instruments), with:

Yat Siu (Animoca Brands’ Co-Founder and Executive Chairman) and his controlled entities receiving a newly created class of Currenc ordinary shares(1) as consideration for their Animoca Brands shares acquired under the scheme; and
all other Animoca Brands shareholders receiving new Currenc ordinary shares for their Animoca Brands shares acquired under the scheme.

The Potential Transaction is conditional and non-binding. The parties will only proceed to binding documentation after the parties have each completed due diligence to their satisfaction and received board approval to enter into a binding full form transaction agreement.

Implementation of the Potential Transaction will be subject to further conditions precedent to be agreed between the parties, including approval by Currenc shareholders, approval by Animoca Brands shareholders, court approval in Australia, and other customary conditions.

As the Potential Transaction is conditional and non-binding, and no definitive agreement has been reached at this time, there can be no assurance that any transaction will be agreed or implemented. Further, the Term Sheet may be terminated in certain circumstances. The key terms of the Term Sheet are summarised in the attachment to this announcement.

Overview of the Potential Transaction

If the Potential Transaction is agreed and implemented:

Animoca Brands will form part of a combined group listed on Nasdaq.
Prior to implementation of the Potential Transaction, Currenc may undertake a corporate restructuring exercise prior to implementation.
At implementation of the Potential Transaction, Animoca Brands shareholders are expected to hold approximately 95% of the outstanding shares of Currenc and existing Currenc shareholders are expected to hold approximately 5% of the outstanding shares of Currenc.

Information on Currenc and its operations, including access to SEC filings made by Currenc, can be found at:

https://investors.currencgroup.com/English/financials/sec-filings/default.aspx.

Potential benefits

If the Potential Transaction is agreed and implemented, it should:

Liquidity – deliver greater liquidity for Animoca Brands shareholders by providing access, through Currenc and its Nasdaq listing, to a liquid trading vehicle with enhanced institutional investor appeal and broader market coverage. This should allow access to a larger pool of capital, which may provide improved financial flexibility.
Corporate structure better suits Animoca Brands – result in Animoca Brands ultimately adopting a corporate structure and regulatory and compliance framework that better suits its circumstances. Animoca Brands’ headquarters is based in Hong Kong, with staff located in countries around the world (with a relatively small presence in Australia). If agreed and implemented, the Potential Transaction would result in the Animoca Brands business being ultimately owned by Currenc, a Cayman Islands incorporated holding company, which is a common holding structure for foreign entities listed on Nasdaq.

Yat Siu, Co-Founder and Executive Chairman of Animoca Brands, said: “The proposed merger of Animoca Brands and Currenc will result in the world’s first publicly-listed, diversified digital assets conglomerate, giving investors on Nasdaq direct access to the growth potential of the trillion-dollar altcoin digital economy through a single, diversified vehicle spanning DeFi, AI, NFTs, gaming, and DeSci. We believe that this proposed transaction would usher in a new asset class that should position investors at the forefront of one of the greatest opportunities of our generation.”

Alexander Kong, Founder, CEO, and Executive Chairman of Currenc Group, said, “The proposed merger with Animoca Brands represents a milestone for Currenc. This proposed transaction provides a compelling path forward for the evolution of both companies and would unlock significant value for our shareholders. We are excited to facilitate this evolution, which will give our investors ownership in a global leader at the forefront of the digital asset economy.”

Potential timetable and next steps

There is no change or impact for Animoca Brands shareholders until the closing, if any, of the Potential Transaction and no action is needed from Animoca Brands shareholders at this stage.

As outlined above, as the Potential Transaction is conditional and non-binding, and no definitive agreement has been reached at this time, there can be no assurance that any transaction will result.

The parties intend to enter into a definitive agreement subject to and after completion of satisfactory due diligence and agreement of terms. Implementation of any Potential Transaction would be expected to occur by the end of calendar year 2026, subject to satisfaction of certain conditions precedent.(2)

If a definitive agreement is entered into by the parties, a meeting of Animoca Brands shareholders would be convened to approve the Potential Transaction in due course, prior to which Animoca Brands would send a Scheme Booklet to shareholders. This Scheme Booklet would contain information relating to the Potential Transaction and an Independent Expert’s Report on whether the Potential Transaction is in the best interests of Animoca Brands shareholders.

Advisors

Animoca Brands has appointed Herbert Smith Freehills Kramer and Latham & Watkins LLP as Australian and US legal counsel, respectively. Animoca Brands has also appointed Galaxy Digital Partners LLC and Moelis & Company LLC as financial advisors.

This announcement has been authorized by the board of directors of Animoca Brands Corporation Limited.

For further information please contact ir@animocabrands.com.

A summary of the key terms of the Term Sheet follows immediately after the text of this announcement.

About Animoca Brands

Animoca Brands Corporation Limited (ACN: 122 921 813) is a global digital assets leader building blockchain and tokenized assets to advance the future of Web3 innovation. It has received broad industry and market recognition including Fortune Crypto 40, Top 50 Blockchain Game Companies 2025, Financial Times’ High Growth Companies Asia-Pacific, and Deloitte Tech Fast. Animoca Brands is recognized for building digital asset platforms such as the Moca Network, Open Campus, and The Sandbox, as well as institutional grade assets; providing digital asset services to help Web3 companies launch and grow; and investing in frontier Web3 technology, with a portfolio of over 600 companies and altcoin assets. For more information visit www.animocabrands.com or follow on X, YouTube, Instagram, LinkedIn, Facebook, and TikTok.

Note (1): A new class would be created as a condition precedent to closing, with the rights, preferences and privileges attaching to such shares to be on terms acceptable to Animoca Brands.

Note (2): Even if a binding agreement is entered into, the implementation date may be subject to change due to a range of factors including (but not limited to) the expected timing of necessary regulatory approvals and satisfaction of conditions precedent.

Summary of key terms of the Term Sheet

Other than indicated otherwise, the following are the non-binding current expected terms of the Potential Transaction, which may be subject to changes and additional terms and conditions agreed by the parties.

Structure of the Potential Transaction

Currenc shall, subject to entry into and the terms of a binding implementation agreement, acquire the entire share capital of Animoca Brands by way of a scheme of arrangement in accordance with Australian law (the Scheme).

The consideration payable by Currenc will be as follows:

in respect of the Animoca Brands shares held by Animoca Brands shareholders other than Yat Siu and his controlled entities, Currenc will issue ordinary shares based on a ratio to be agreed; and
in respect of the Animoca Brands shares held by Yat Siu and his controlled entities, Currenc will create and issue an additional class of ordinary shares (the Additional Class Shares) based on a ratio to be agreed.

The Additional Class Shares to be authorised, issued and created will have rights, preferences and privileges acceptable to Animoca Brands.

Following implementation of the Scheme, the shareholders of Animoca Brands immediately prior to implementation will collectively own 95% of the outstanding shares of the merged group and the shareholders of Currenc (assuming the conversion of all convertible securities and exercise of all rights to acquire shares, including any convertible securities issued after the date of the Term Sheet but prior to closing) immediately prior to implementation will collectively own 5% of the outstanding shares of the merged group.

Implementation of the Scheme is intended to take place by the end of 2026, subject to the satisfaction of certain conditions precedent summarised below.

Pre-implementation financing by Animoca Brands

Prior to implementation, Animoca Brands shall engage in a bona fide transaction or series of transactions with the purpose of raising capital, pursuant to which it issues up to fifteen percent (15%) of its then-issued and outstanding share capital in equity securities or convertible securities, provided that such transaction or transactions do not result in a change in the exchange ratio between Animoca Brands shares and Currenc shares.

Pre-implementation financing by Currenc

Prior to implementation, Currenc may engage in one or more bona fide transaction or series of transactions with the purpose of raising capital, discharging indebtedness or otherwise, in any amount as the Currenc may deem to be reasonable or appropriate, provided such transaction or transactions do not result in a change in the exchange ratio between Animoca Brands shares and Currenc shares (Pre-Closing Currenc Financing).

Conditions to entry into definitive implementation agreement

Entry into a definitive implementation agreement is subject to:

completion of financial and legal due diligence on the Currenc group to the satisfaction of Animoca Brands;
completion of financial and legal due diligence on the Animoca Brands group to the satisfaction of Currenc; and
approval of the terms of the implementation agreement by the boards of Currenc and Animoca Brands.

Conditions precedent to implementation

Key conditions for implementation of the Potential Transaction include:

all existing debt obligations of Currenc, other than in connection with the Pre-Closing Currenc Financing, having been fully discharged;
all authorisations and regulatory approvals necessary to implement the Potential Transaction having been obtained;
to the extent necessary, Currenc shareholder approval for certain steps in connection with the Potential Transaction;
Animoca Brands shareholder approval in respect of the Scheme;
Currenc having authorised and created a new class of ordinary shares, having such rights, preferences and privileges acceptable to Animoca Brands;
the ordinary shares continuing to be quoted on Nasdaq and Currenc being in compliance with all of Nasdaq’s listing rules and listing standards;
Currenc having (i) procured the resignation of its current members of senior management; and (ii) appointed the individuals nominated by Animoca Brands to assume the relevant senior management positions;
to the extent applicable, Currenc having completed any agreed restructure of its assets and/or subsidiaries;
the absence of any one or more events or changes that have had or would reasonably be expected to have a material adverse effect on the condition, business, assets, liabilities or results of operations of Animoca Brands group or Currenc group as a whole (subject to certain carve outs);
the absence of any (i) changes in the share capital of Animoca Brands or Currenc (subject to certain carve outs); (ii) amendments to the constitutional documents of Animoca Brands or Currenc (except for any amendments contemplated by the Potential Transaction); (iii) grant of a security interest over the whole, or a substantial part of, the business or property of Animoca Brands or Currenc; (iv) any insolvency event in respect of any material member of Animoca Brands group or Currenc group; and (v) any other customary exclusions;
Currenc group having settled, or otherwise ceasing to be liable for, any amounts ordered to be paid to Ripple Markets APAC Pte. Ltd;
Animoca Brands lodging its audited financial statements with ASIC for the financial years ended 31 December 2022, 31 December 2023, 31 December 2024 and 31 December 2025; and
other customary conditions.

Potential restructure by Currenc

Prior to implementation, the Currenc group may undertake a corporate restructuring exercise involving its assets, subsidiaries and the relationship of the Currenc group. Animoca Brands must be kept regularly informed and consulted on the terms of the restructuring exercise.

Currenc must obtain Animoca Brands’ consent for any restructuring that would materially impact Currenc’s ability to consummate the Potential Transaction, would result in Currenc becoming a shell company or require a registration statement to be filed with the U.S. Securities and Exchange Commission in connection with the Potential Transaction or would have a material adverse consequence for Currenc Group from the implementation of the Potential Transaction.

Voting undertaking

On entry into an implementation agreement, Alexander Kong must provide an irrevocable undertaking to vote in favour of the Potential Transaction or any matters contemplated by it which require shareholder approval by Currenc.

Break fee

Subject to certain carve outs, Animoca Brands or Currenc will need to pay a break fee if (i) any of its directors do not recommend the Potential Transaction to its shareholders; (ii) it materially breaches the implementation agreement; (iii) it fails to satisfy a condition precedent for which it is responsible; or (iv) it takes any acts or steps within its reasonable control to cause the failure of the consummation of the Potential Transaction.

The break fee, if payable by Animoca Brands, is US$5,000,000 and, if payable by Currenc, is US$2,750,000.

Termination right

The Term Sheet may be terminated (i) with the mutual agreement of the parties to the Term Sheet; or (ii) with immediate effect upon a material breach of the Term Sheet by any contracting party.

This provision is binding in the Term Sheet.

Exclusivity

Animoca Brands, Currenc and Alexander Kong agree not to directly or indirectly (i) solicit, initiate or respond to any proposal or offer relating to any transaction of a nature that is similar or equivalent to the Potential Transaction (a Prohibited Transaction); or (ii) allow, permit or cause any negotiations relating to any Prohibited Transaction to continue, in each case, for a period of three (3) months from the date of the Term Sheet.

This provision is binding in the Term Sheet but does not apply in circumstances where it would otherwise restrict Animoca Brands or Currenc from responding to, pursuing and/or progressing an unsolicited Prohibited Transaction provided that the board of Animoca Brands or Currenc (as applicable) has determined in good faith that:

the Prohibited Transaction is, or could reasonably be considered to become, a superior proposal; and
compliance with such provisions would, or would be reasonably likely to, constitute a breach of any of the fiduciary or statutory duties of the directors of Animoca Brands or Currenc (as applicable).

Blackout Period

Currenc, Alexander Kong and Animoca Brands covenant not to, and Currenc and Animoca Brands must procure that their respective directors, officers, employees, representatives, agents and nominees do not, engage in any transactions involving the sale or purchase of any securities of Currenc for a period of thirty (30) days from the date of the Term Sheet, subject to carve outs relating to fundraising, the performance of pre-existing agreements or arrangements and transactions required by applicable laws or regulations.

This provision is binding in the Term Sheet.

Costs

Subject to the entry into an implementation agreement, Animoca Brands will reimburse 50% of the reasonable third-party out-of-pocket fees and expenses incurred by Currenc in connection with the Potential Transaction (excluding fees and expenses relating to the restructuring) on a quarterly basis.

If the Potential Transaction is terminated or otherwise fails to consummate for any reason, Currenc is required to repay any reimbursements received from Animoca Brands.