Currenc Group Inc

As filed with the U.S. Securities and Exchange Commission on September 27, 2024

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

**REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CURRENC GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

410 North Bridge Road,

SPACES City Hall,

Singapore

Tel:+65 6407-7362

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Cogency Global Inc.

122 East 42nd Street,18th Floor

**New York, NY 10168 **

**+1 800-221-0102 **

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Andrew M. Tucker ****

Nelson Mullins Riley & Scarborough LLP ****

101 Constitution Ave NW, Suite 900 ****

Washington, DC 20001 ****

Telephone: (202) 689-2800

Approximate date of commencement of proposed sale to public: From time to time after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to Section 8(a) of the Securities Act, may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Currenc Group Inc.

Secondary Offering of

Up to 40,930,554 Ordinary Shares

This prospectus relates to the offer and resale from time to time, upon the expiration of lock-up agreements, if applicable, of ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of Currenc Group Inc. (the “Company” or “Currenc”), by the selling shareholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Shareholders” or “Selling Securityholders”) of (i) up to an aggregate of 40,000,000 Ordinary Shares issued at $10.00 per share (the “Exchange Consideration Shares”) issued to the former shareholders of Seamless, pursuant to the terms of the Business Combination Agreement, dated August 3, 2022 (as amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023, the “Business Combination Agreement”) by and among INFINT Acquisition Corporation (“INFINT”), FINTECH Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of INFINT (“Merger Sub”), (ii) up to 194,444 Ordinary Shares (the “PIPE Note Shares”) issuable upon conversion of the convertible promissory note in an aggregate principal amount of $1,944,444, for a purchase price of approximately $1.75 million issued in connection with the PIPE Agreement (the “PIPE Note”), convertible at $10.00 per share, (iii) up to 136,110 Ordinary Shares issuable upon the exercise of 136,110 warrants, at an exercise price of $11.50 per share (the “PIPE Warrants”) issued in connection with the Convertible Note Purchase Agreement, dated August 31, 2024 (the “PIPE Agreement”), by and among the Company, Seamless Group Inc., a Cayman Islands exempted company (“Seamless”), and Pine Mountain Holdings Limited, a company organized under the laws of the British Virgin Islands, or its designated affiliate (the “PIPE Investor”), (iv) 400,000 Ordinary Shares (the “Commitment Shares”) issued to the PIPE Investor in consideration for the PIPE Investor’s subscription of the PIPE Note, (v) 100,000 Ordinary Shares issued to Roth Capital Partners, LLC for advisory services and (vi) 100,000 Ordinary Shares issued to KEMP Services Limited for legal advisory services.

On August 30, 2024, INFINT completed a series of transactions (the “Closing”) that resulted in the combination (the “Business Combination”) of INFINT with Seamless, following the approval of the Business Combination and the other transaction contemplated by the Business Combination Agreement at the extraordinary general meeting of the shareholders of INFINT held on August 6, 2024 (the “Meeting”). On August 30, 2024, pursuant to the Business Combination Agreement, and as described in greater detail in the Company’s final prospectus and definitive proxy statement, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 12, 2024 (the “Proxy Statement/Prospectus”), Merger Sub merged with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of INFINT, and INFINT changed its name to Currenc Group Inc. (“Currenc”). As consideration for the Business Combination, Currenc issued to Seamless shareholders 40,000,000 Exchange Consideration Shares. In addition, Currenc issued an aggregate of 200,000 shares to vendors in connection with the Closing, issued promissory notes for approximately $5.7 million to EF Hutton LLC (“EF Hutton”), approximately $3.2 million to Greenberg Traurig LLP, and $603,623 to INFINT Capital LLC (the “Sponsor”).

Simultaneous with the closing of the Business Combination, Currenc also completed a series of private financings, issuing the PIPE Note for $1.94 million, for a purchase price of approximately $1.75 million, 400,000 Commitment Shares, and PIPE Warrants to purchase 136,110 Ordinary Shares in a private placement to the PIPE Investor (the “PIPE Offering”).

Pursuant to the PIPE Agreement, Currenc agreed to issue an aggregate principal amount of $1,944,444 (the “Principal Amount”) in convertible promissory note to the PIPE Investor at an issue price of $1,750,000, which represents a 10% discount to the Principal Amount (the “PIPE Note Issuance”). Except with the written consent of Currenc, the PIPE Investor shall not own more than 4.99% of the Ordinary Shares in issue from time to time. In addition, the PIPE Note will not be convertible to the extent that such issuance of shares, together with any issuance of shares upon the exercise of the PIPE Warrants, would require shareholder approval under Nasdaq rules, until and unless such shareholder approval is obtained.

In connection with the Note Issuance, and as consideration of the PIPE Investor’s subscription for the PIPE Note, following the Business Combination Closing, the PIPE Investor was also issued (i) 400,000 Ordinary Shares, credited as fully-paid, and (ii) the five-year warrant PIPE Warrant to purchase up to an aggregate of 136,110 Ordinary Shares at an exercise price of $11.50 (the “PIPE Warrant Shares”). The PIPE Warrants have anti-dilution protection on the price with respect to future equity offerings of Currenc priced at or above $2.00 per share and full anti-dilution protection on price and quantity with respect to future equity offerings of Currenc priced below $2.00 per share. In the event the PIPE Warrant Shares are not registered within 12 months, warrant holders have the option to cashless exercise each PIPE Warrant for 0.8 Ordinary Shares. In addition, the PIPE Warrants are not exercisable to the extent that such issuance of shares together with any issuance of shares upon the conversion of the Note, would require shareholder approval under Nasdaq rules, until and unless such shareholder approval is obtained.

As described herein, the Selling Securityholders named in this prospectus or their permitted transferees, may resell from time to time up to 40,930,554 Ordinary Shares. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of our Ordinary Shares, except with respect to amounts received by us upon the exercise of the PIPE Warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of Ordinary Shares or PIPE Warrants. See section entitled “Plan of Distribution” beginning on page 170 of this prospectus.

We believe the likelihood that the warrant holder will exercise its PIPE Warrants, and therefore the amount of cash proceeds that we would receive is, among other things, dependent upon the market price of our Ordinary Shares. If the market price for our Ordinary Shares is less than the exercise price of $11.50, subject to adjustment as described herein, we believe such holder will be unlikely to exercise its PIPE Warrants, as applicable, For additional information, see “Risks Related to an Investment in Our Securities.”

The Ordinary Shares being registered for resale in this prospectus represent a substantial percentage of our public float and of our outstanding Ordinary Shares. The number of shares being registered in this prospectus represents approximately 87.35% of the total Ordinary Shares outstanding as of the date of this prospectus (assuming exercise of all PIPE Warrants and conversion of the PIPE Note). The sale of the securities being registered in this prospectus, or the perception in the market that such sales may occur, could result in a significant decline in the public trading price of our Ordinary Shares.

In addition, some of the shares being registered for resale were acquired by the Selling Securityholders for nominal consideration or purchased for prices considerably below the Business Combination price and the current market price of the Ordinary Shares, and certain Selling Securityholders have an incentive to sell because they will still profit on sales due to the lower price at which they acquired their shares as compared to the public investors. In particular, the PIPE Investor may experience a positive rate of return on the securities it purchased due to the differences in the purchase prices described above, to the extent they acquired such securities for less than the relevant trading price, and the public securityholders may not experience a similar rate of return on the securities they purchased due to the differences in the purchase prices described above.

Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbols “CURR”. On September 17, 2024, the closing price of our Ordinary Shares was $2.32.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

Investing in our Ordinary Shares and Warrants is highly speculative and involves a high degree of risk. See the section entitled“Risk Factors” beginning on page 6** of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024

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