UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 9, 2025
Currenc Group Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41079 | 98-1602649 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(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 or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 7.01 Regulation FD Disclosure
On April 10, 2025, Currenc Group Inc. (the “Company”) issued a press release announcing that it has regained compliance with the Nasdaq Listing Rule 5450(b)(1)(C). The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 8.01 Other Events
Currenc Group Inc. Receives Compliance Determination Letter from Nasdaq.
As previously disclosed, on October 18, 2024, the Company received a letter (the “MVPHS Deficiency Notice”) from the listing qualifications department staff (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that from September 3, 2024 to October 17, 2024, the Company’s Market Value of Publicly Held Shares (“MVPHS”) was below the minimum of $5 million required for continued listing pursuant to Nasdaq Listing Rule 5450(b)(1)(C) (the “MVPHS Requirement”).
On April 9, 2025, the Company received a written notice from the staff informing the Company that it has regained compliance with the MVPHS requirement for continued listing. The Staff determined that for at least the last 10 consecutive business days, from March 26, 2025 to April 8, 2025, the Company’s MVPHS has been $5,000,000 or greater. Accordingly, the Company has regained compliance with the MVPHS Requirement, and this matter is now closed.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the Company’s ability to regain compliance with the MVPHS Requirement; the Company’s intent to monitor its MVPHS and take all reasonable measures available to the Company for continued listing on The Nasdaq Global Market; and the Company’s success in appealing any delisting determination.
In some cases, you can identify forward-looking statements by terminology such as “outlook,” “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including, but not limited to, the Company’s ability to regain compliance with the MVPHS Requirement; and the other important factors outlined under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 27, 2024, as such factors may be updated from time to time in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this Current Report on Form 8-K to reflect changes since the date of this Current Report on Form 8-K, except as may be required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: April 10, 2025
| CURRENC GROUP INC. | ||
| By: | /s/ Ronnie Ka Wah Hui | |
| Name: | Ronnie Ka Wah Hui | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
CURRENC Group Inc. Regains Full Compliance with Nasdaq’s Continued Listing Rule
Singapore, April 10, 2025 (Globe Newswire) — CURRENC Group Inc. (Nasdaq: CURR) (“CURRENC” or the “Company”), a fintech and digital remittance pioneer empowering financial institutions worldwide with artificial intelligence (AI) solutions, today announced that on April 9, 2025, it received written notice from Nasdaq stating that the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) has determined that for at least the last ten consecutive business days, the Company’s ordinary shares have maintained a minimum market value of publicly held shares (“MVPHS”) of $5,000,000 or greater, satisfying The Nasdaq Global Market’s continued listing requirement set forth in Listing Rule 5450(b)(1)(C) (the “Rule”). Accordingly, the Company has regained compliance with the Rule, and this matter is now closed by Nasdaq.
Ronnie Ka Wah Hui, CEO of CURRENC, commented, “We are pleased to have regained compliance with the MVPHS Rule thanks to our team’s continued dedication to strengthening the foundation of our business. Maintaining our Nasdaq listing is vital to the Company's strategy, offering credibility and exposure within the capital markets. We remain committed to disciplined execution and innovation, positioning CURRENC to drive long-term shareholder value.”
About Currenc Group Inc.
CURRENC Group Inc. (Nasdaq: CURR) is a fintech pioneer dedicated to transforming global financial services through artificial intelligence (AI). The Company empowers financial institutions worldwide with comprehensive AI solutions, including SEAMLESS AI Call Centre and other AI-powered Agents designed to reduce costs, increase efficiency and boost customer satisfaction for banks, insurance, telecommunications companies, government agencies and other financial institutions. The Company’s digital remittance platform also enables e-wallets, remittance companies, and corporations to provide real-time, 24/7 global payment services, advancing financial access across underserved communities.
Forward-Looking Statements
The information in this press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to CURRENC. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “aim,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that investors may not receive the same benefits as an investor in an underwritten public offering, (ii) the risk that CURRENC’s securities may experience a material price decline due to market forces, (iii) the risk of product liability or regulatory lawsuits or proceedings relating to CURRENC’s business, (iv) the ability of CURRENC to comply with the continued listing standards of Nasdaq, (v) the ability to attract new partners, merchants and users and retain existing partners, merchants and users in order to continue to expand, (vi) the ability of CURRENC to fund its capital requirements through additional debt and equity financing under commercially reasonable terms and the risk of shareholding dilution as a result of additional capital raising, if applicable, (vii) the risk of cyber security or foreign exchange losses, (viii) the risk that CURRENC is unable to secure or protect its intellectual property, (ix) failure to maintain an effective system of internal control over financial reporting and to accurately and timely report CURRENC’s financial condition, results of operations or cash flows, and (x) those factors discussed in INFINT’s filings with the SEC and that are contained in the proxy statement relating to the Business Combination. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the proxy statement and other documents to be filed by CURRENC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while CURRENC may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law. CURRENC does not give any assurance that it will achieve their respective expectations.
Investor Contact
CURRENC Group Investor Relations
Email: investors@currencgroup.com