Core Insights - Currenc Group Inc. reported its financial results for Q2 2025, highlighting a year-over-year decline in total revenue but an increase in remittance revenue, driven by growth in Total Processing Value (TPV) and improved take rates [1][4][12]. Financial Performance - Total revenue excluding TNG Asia and GEA for Q2 2025 was US$8.7 million, a decrease of 10.3% from US$9.7 million in Q2 2024 [4]. - Remittance revenue, excluding TNG Asia and GEA, was US$5.2 million, reflecting an increase of 8.3% year-over-year [5]. - Global airtime revenue decreased to US$2.0 million, down 16.7% from US$2.4 million in the previous year [5]. - Indonesian airtime revenue saw a significant decline of 39.6%, dropping from US$2.5 million to US$1.5 million [4]. Operational Metrics - Total Processing Value (TPV) through Tranglo reached US$1.46 billion, marking a 6.9% increase year-over-year [4]. - The total number of transactions increased to 3.1 million in Q2 2025, up from 2.9 million in Q2 2024 [4]. - The overall take rate improved to 0.36% in Q2 2025 from 0.35% in the same period of 2024 [5]. Cost Management - Total direct costs of revenue decreased by 24.1% year-over-year to US$5.5 million [5]. - Operating expenses rose to US$7.6 million, primarily due to a one-time incentive share expense of US$2.2 million related to the de-SPAC merger and US$1.0 million for AI initiatives [5][12]. EBITDA Analysis - The total EBITDA for Q2 2025 was a loss of US$3.4 million, with Tranglo and WalletKu together delivering positive EBITDA of US$0.53 million [10]. - The net loss for the quarter was US$5.0 million, driven by headquarters losses and adjustments [9][10]. Strategic Focus - The company plans to deemphasize lower-margin airtime services and reallocate resources to expand its AI product offerings [5][12]. - Management aims to pair consistent remittance execution with an expanding AI portfolio to create a healthier revenue mix and sustainable long-term value for shareholders [12].

Core Viewpoint - Currenc Group Inc. is taking proactive measures to investigate potential naked short selling of its shares to protect shareholder value while executing its growth strategy globally [1][2][3] Company Overview - Currenc Group Inc. is a fintech pioneer focused on transforming global financial services through artificial intelligence (AI) solutions [4] - The company provides comprehensive AI solutions to financial institutions, including a digital remittance platform that enables real-time global payment services [4] Strategic Initiatives - The company has retained Shareholder Intelligence Services, LLC to assist in monitoring and investigating trading irregularities [1][2] - Currenc aims to enhance shareholder communication, regulatory compliance, and trading surveillance capabilities through ShareIntel's patented DRIL-Down™ process [2] Management's Commitment - The founder and executive chairman, Alex Kong, emphasized the company's commitment to protecting investors and maximizing shareholder value amid observed irregular trading patterns [3] - Currenc intends to pursue regulatory and legal recourse if necessary to address any illegal trading or market manipulation [2][3]

As filed with the U.S. Securities and Exchange Commission on , 2025 Registration No. 333-284957 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-1 on FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENC GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 6770 98-1602649 (I.R.S. Employer Identification No.) 410 North Bridge Road, Spaces City Hall, Singapore 188726 Singapore Tel: +65 6407-7362 (Address, Including ...

As filed with the U.S. Securities and Exchange Commission on , 2025 Registration No. 333-284957 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-1 on FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENC GROUP INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 6770 98-1602649 (I.R.S. Employer Identification No.) 410 North Bridge Road, Spaces City Hall, Singapore 188726 Singapore Tel: +65 6407-7362 (Address, Including ...

Group 1 - CURRENC Group Inc. has entered a strategic partnership with Galaxy Payroll Group Limited to develop AI-powered human resources solutions for its "AI Staff for Hire" platform [1][2] - The new modules, AI HR Manager and AI Recruitment Manager, aim to enhance HR operations and recruitment processes within the financial industry [2][3] - The partnership is expected to help clients in various financial sectors scale efficiently, reduce costs, and improve customer experiences through AI innovation [3] Group 2 - CURRENC's "AI Staff for Hire" platform automates core functions, reduces operational costs, and enables data-driven decision-making for businesses in the financial industry [2] - The AI HR Manager will streamline HR operations, while the AI Recruitment Manager will optimize candidate screening and interview scheduling [2] - CURRENC is committed to exploring additional AI-driven opportunities to facilitate digitalization and sustainable growth across industries [3] Group 3 - CURRENC Group Inc. is dedicated to transforming global financial services through comprehensive AI solutions, including AI-powered agents and digital remittance platforms [4] - The company's offerings aim to reduce costs, increase efficiency, and enhance customer satisfaction for various financial institutions [4]

Financial Performance - For the three-month period ended March 31, 2025, the Company reported revenue of $10.055 million, a decrease of 23.4% compared to $13.104 million for the same period in 2024[154]. - The net loss for the three-month period ended March 31, 2025, was $4.487 million, compared to a net loss of $2.632 million for the same period in 2024, indicating a worsening financial position[154]. - For the three-month period ended March 31, 2025, the Company's revenue decreased by 23% to $10.1 million compared to $13.1 million for the same period in 2024[155]. - Remittance revenue excluding divested entities TNG Asia and GEA declined by 8% to $4.6 million for the three-month period ended March 31, 2025, compared to $5.0 million in 2024[158]. - Global airtime transfer revenue decreased by 23% to $2 million for the three-month period ended March 31, 2025, down from $2.6 million in 2024[156]. - The Indonesian retail business recorded a decrease of 8% to $3.4 million for the three-month period ended March 31, 2025, compared to $3.7 million in 2024[160]. - EBITDA loss increased to $2.8 million for the three-month period ended March 31, 2025, compared to a loss of $0.2 million in 2024[175]. Transaction and User Metrics - The total processing value (TPV) for Tranglo's remittance business was $1.30 billion for the three-month period ended March 31, 2025, down 3.7% from $1.35 billion in the same period of 2024[129]. - The Company processed approximately 2.77 million remittance transactions in the three-month period ended March 31, 2025, representing a decline of 5.8% from 2.94 million transactions in the same period of 2024[129]. - Tranglo processed 2.77 million remittance transactions with a total value of $1.30 billion for the three-month period ended March 31, 2025, down from 2.94 million transactions valued at $1.35 billion in 2024[157]. - The number of unique users for Tranglo increased to 579,684 as of March 31, 2025, compared to 575,941 as of March 31, 2024, indicating a slight growth[130]. - The overall take rate decreased to 0.35% during the three-month period ended March 31, 2025, compared to an average total take rate of 0.37% for the year of 2024[157]. Cost and Expenditure - The Company's cost of revenue was $6.9 million for the three-month period ended March 31, 2025, a decrease of 20.7% from $8.7 million in 2024[161]. - The direct costs for remittance revenue decreased by 41.4% to $1.7 million for the three-month period ended March 31, 2025, compared to $2.9 million in 2024[161]. - The Company's capital expenditures were $0.2 million for the three-month period ended March 31, 2025, compared to $0.01 million for the same period in 2024[192]. Cash Flow and Liquidity - As of March 31, 2025, the Company had cash balances of $62.3 million, a working capital deficit of $59.8 million, and a net capital deficit of $43.9 million[182]. - The Company had net cash used in operating activities of $1.5 million for the three-month period ended March 31, 2025, primarily due to a net loss of $4.5 million, offset by non-cash expenses of $2.2 million[187]. - The Company reported a net loss of $4.5 million and net cash provided by operating activities of $1.5 million for the three-month period ended March 31, 2025[182]. - The Company had cash and cash equivalents of $62.3 million as of March 31, 2025, compared to $59.2 million as of March 31, 2024[184]. - The Company entered into an ELOC Purchase Agreement on February 10, 2025, allowing it to issue additional shares for extra liquidity[183]. - Net cash provided by financing activities was $0.1 million for the three-month period ended March 31, 2025[191]. - The Company believes its current cash and cash equivalents, along with anticipated cash flows from operations, will be sufficient to meet its cash needs for at least the next 12 months[185]. Strategic Initiatives - The Company plans to launch new AI products and services through SEAMLESS AI Lab, aimed at providing comprehensive solutions for financial institutions[146]. - The Company aims to expand its market reach into the Middle East and Africa, focusing on B2C markets to enhance profitability[142]. - The Company completed a private placement raising $1.75 million in net proceeds through the issuance of a Convertible Note and warrants[137]. - The Company intends to develop its AI Data Center (AIDC) business with a planned capacity of 500MW, catering to diverse client needs[151]. Company Classification - The Company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced reporting requirements[215].

Core Viewpoint - Currenc Group Inc. reported a decline in financial performance for the first quarter of 2025, with total revenue decreasing by 11.5% year-over-year, primarily due to a significant drop in global airtime revenue and remittance revenue from the Hong Kong market. The company is focusing on AI initiatives and reallocating resources to enhance higher-margin growth opportunities [1][5][12]. Financial Performance Summary - Total revenue for Q1 2025 was $10.0 million, down from $11.34 million in Q1 2024, reflecting an 11.5% decrease [3][5]. - Remittance revenue, excluding TNG Asia and GEA, was $4.6 million, an 8% decline year-over-year [6]. - Global airtime revenue fell to $2.0 million, representing a 23.1% decrease compared to the previous year [6]. - Total processing value (TPV) through Tranglo was $1.30 billion, a decrease of 3.7% year-over-year [5]. - Operating expenses increased to $7.5 million from $5.8 million in Q1 2024, largely due to a one-time share-based incentive expense of $2.2 million [6][10]. Operational Insights - The decline in TPV and revenues was attributed to reduced business volume from the Hong Kong market and increased competition in the digital remittance space [5][12]. - The company’s gross profit margin ratio for Q1 2025 was 31.8%, down from 33.6% in Q1 2024 [6]. - The overall net loss for Q1 2025 was $4.5 million, primarily driven by losses from headquarters and adjustments [11][20]. Strategic Focus - Management emphasized the importance of scaling AI product offerings and expanding remittance services into major corridors to drive higher-margin growth [12]. - The company plans to deemphasize airtime transfer services and redirect resources towards AI initiatives [6][12]. - Currenc aims to maintain a healthy take rate for Tranglo while navigating a competitive environment [12]. EBITDA Analysis - The total EBITDA for Q1 2025 was a loss of $2.8 million, with Tranglo and WalletKu achieving a combined EBITDA of $1.2 million [10][25]. - The EBITDA loss was influenced by increased operating expenses and the impact of the de-SPAC merger [10][12]. Market Position - Currenc Group Inc. is positioned as a fintech pioneer, focusing on AI solutions to enhance financial services globally [15]. - The company’s digital remittance platform aims to improve financial access across underserved communities [15].

Financial Data and Key Metrics Changes - The total processing value (TPV) for the digital remittance business reached $5.14 billion in 2024, a 13.2% increase from $4.54 billion in 2023 [10][15] - Total revenues excluding TNG Asia and GEA were $42 million in 2024, reflecting a 3.4% decline from the previous year, primarily due to a 23.8% drop in global airtime revenue [16][21] - The gross profit margin for the remittance business improved to 62% in 2024 from 58% in 2023, while the overall gross profit margin increased to 31% from 28% [26][27] - The net loss for the year was $38.8 million, largely attributed to a $32 million loss at the headquarters level [37] Business Line Data and Key Metrics Changes - The digital remittance business processed 11.4 million transactions in 2024, with revenues of $18.2 million, a 6.4% increase from 2023 [15][18] - The global airtime transfer revenue was $9.3 million in 2024, representing a 23.8% decline compared to 2023 [21] - The direct costs for revenue, excluding TNG Asia and GEA, were $28.9 million in 2024, an 8% decline from 2023 [25] Market Data and Key Metrics Changes - Strong demand was noted in key corridors such as the UK, Hong Kong, Singapore, and Korea, contributing to the growth in remittance transactions [11] - The airtime transfer segment faced declining demand due to increased availability of free Wi-Fi in Southeast Asia, particularly in Malaysia and Indonesia [21][22] Company Strategy and Development Direction - The company is focusing on enhancing its AI-driven solutions to improve operational efficiency and customer experience while maintaining its core mission of serving financial institutions [9][39] - A strategic shift is underway to prioritize the digital remittance business and AI solutions over the airtime transfer business, which has lower growth potential and profitability [24][39] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the robust demand for digital remittance services and the potential synergies from AI initiatives, particularly in regions like the Middle East and Africa [39][40] - The company aims to maintain profitability while growing remittance revenue by at least 12.5% in the coming year, without further sacrificing the take rate [66] Other Important Information - The company recognized a significant increase in operating expenses due to non-cash items related to incentive shares granted to employees, totaling $20.9 million [28] - The EBITDA loss for the full year was $26.5 million, but isolating Triangle and Watercool showed a profit of $2.05 million [33] Q&A Session Summary Question: Expectations for the partnership with CONCOF and revenue timeline - Management expects to establish a clear revenue stream from CONCOF in the second half of 2025, with additional clients anticipated by the end of the year or early next year [53] Question: Details on the 500-megawatt AI data center partnership - The company is collaborating with a renowned operator for the AI data center, focusing on sourcing land and government support in Malaysia, with potential for high returns [61] Question: Margin trajectory and tech stack improvements - The company plans to stabilize the take rate and grow remittance revenue without further sacrificing margins, while also selecting more competitive payout agents to maintain profitability [66]

Financial Data and Key Metrics Changes - The total processing value (TPV) for the digital remittance business reached $5.14 billion in 2024, a 13.2% increase from $4.54 billion in 2023 [10][15] - Total revenues excluding TNG Asia and GEA were $42 million in 2024, reflecting a 3.4% decline compared to 2023, primarily due to a 23.8% drop in global airtime revenue [16][18] - The net loss for the year was $38.8 million, largely attributed to a $32 million loss from headquarters operations and adjustments [37] Business Line Data and Key Metrics Changes - The digital remittance business processed 11.4 million transactions in 2024, with revenues of $18.2 million, marking a 6.4% increase from the previous year [10][18] - The global airtime transfer revenue was $9.3 million in 2024, representing a 23.8% decline compared to 2023, driven by changing market conditions and increased availability of free Wi-Fi [21][24] Market Data and Key Metrics Changes - Strong demand was noted in key corridors such as the UK, Hong Kong, Singapore, and Korea, contributing to the growth in remittance transactions [11] - The company is exploring new markets in Africa and other regions for potential growth in the global airtime transfer business [22][24] Company Strategy and Development Direction - The company is focusing on AI-driven solutions to enhance operational efficiency and customer experience, while continuing to prioritize the digital remittance business [9][39] - A strategic shift is underway to streamline operations and enhance profitability by reducing emphasis on the lower-margin airtime transfer business [14][24] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the robust demand for digital remittance services and the potential synergies from AI initiatives [39][40] - The company aims to maintain profitability while growing remittance revenue by at least 12.5% in the coming year, without further sacrificing the take rate [66] Other Important Information - Total operating expenses for 2024 were $42 million, significantly higher than $24 million in 2023, primarily due to non-cash items related to incentive shares [27][28] - The gross profit margin for the digital remittance business improved to 62% in 2024, up from 58% in 2023, despite a decline in overall take rates [26] Q&A Session Summary Question: What are the expectations for the partnership with CONCOF in 2025? - The company is working on the details of the partnership and expects to see revenue streams in the second half of 2025, with additional clients anticipated by the end of the year or early next year [52][53] Question: Can you provide details on the 500-megawatt AI data center project? - The company is collaborating with a renowned operator for the AI data center, focusing on sourcing land and government support in Malaysia, with potential for high returns [61][62] Question: What is the strategy for maintaining margins in the Triangle business? - The company plans to stabilize the take rate and grow remittance revenue without further sacrificing margins, while also selecting more competitive payout agents to reduce costs [66][68] Question: How is the company progressing in expanding into new countries? - The company is leveraging AI solutions to reach small financial institutions in the Middle East and Africa, which will help expand Triangle's remittance network [71]

Core Insights - CURRENC Group Inc. reported its financial results for the full year ended December 31, 2024, highlighting a strategic transformation towards AI-driven solutions in the fintech sector [1][2]. Financial Performance - Total revenue excluding TNG Asia and GEA for 2024 was $42.0 million, a decrease of 3.4% from $43.5 million in 2023, primarily due to a 23.8% decline in global airtime revenue [4][5]. - Remittance revenue excluding TNG Asia and GEA was $18.2 million, reflecting a year-over-year increase of 6.4% [6]. - Global airtime transfer revenues decreased to $9.3 million in 2024 from $12.2 million in 2023, a decline of 23.8% [6]. - Total Processing Value (TPV) through Tranglo was $5.14 billion, an increase of 13.2% year-over-year, with the total number of transactions rising to 11.4 million [5][6]. Cost Structure - Total direct costs of revenue excluding TNG Asia and GEA were $28.9 million for 2024, down 8% from $31.4 million in 2023 [7]. - Operating expenses increased significantly to $42.0 million in 2024 from $24.0 million in 2023, largely due to $20.9 million in incentive shares granted upon the completion of the INFINT SPAC merger [10][14]. Net Income and Loss - The net loss for the full year 2024 was $38.8 million, primarily driven by a $36.2 million loss from headquarters and adjustments, alongside losses from TNG Asia and GEA [9][14]. - The overall gross profit margin for 2024 was 31%, compared to 28% in 2023, with the gross profit margin for the remittance business at 62% [10]. Strategic Initiatives - CURRENC launched several AI-driven initiatives, including SEAMLESS AI Call Centre Solutions and AI Staff for Hire, aimed at enhancing operational efficiency for financial institutions [5][13]. - The company plans to develop a 500MW hyperscale AI data center in Malaysia, with Phase 1 expected to be completed by the end of 2026 [17]. - A $100 million AI-Focused Infrastructure & Investment Fund was established in partnership with ARC Group to support AI computing power and infrastructure projects [18]. Management Commentary - Management emphasized the importance of AI initiatives in driving future growth and cross-selling opportunities, positioning CURRENC as a leader in AI-powered fintech solutions [13][15].