Form S-1/A - General form for registration of securities under the Securities Act of 1933: [Amend]
October 02 2024 - 5:45AM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on October 1, 2024
Registration
No. 333-282408
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
Amendment
No. 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 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
No.) |
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.
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 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.
EXPLANATORY
NOTE
This
Amendment No. 1 to this registration statement on Form S-1 (File No. 333-282408), (the “Registration Statement”) is
being filed solely for the purpose of filing an amended Exhibit 107. No changes have been made to the Registration Statement other than
the changes set forth in this explanatory note. This Amendment No. 1 does not contain copies of the public offering prospectus included
in the Registration Statement, which remains unchanged from Registration Statement filed on September 27, 2024. This Amendment No. 1
consists only of the cover page, this explanatory note, the signature pages to the Registration Statement, the revised exhibit index
and the amended Exhibit 107.
Item
16. Exhibits
The
following is a list of exhibits filed as a part of this registration statement:
Exhibit
Number |
|
Description |
2.1* |
|
Business
Combination Agreement, dated as of August 3, 2022, by and among INFINT Acquisition Corporation, FINTECH Merger Sub Corp. and Seamless
Group Inc. (included as Annex A to the proxy statement/prospectus) |
2.2* |
|
Amendment
No. 1 to the Business Combination Agreement, dated as of October 20, 2022, by and among INFINT, Merger Sub and Seamless (included
as Annex A to the proxy statement/prospectus) |
2.3* |
|
Amendment
No. 2 to the Business Combination Agreement, dated as of November 29, 2022, by and among INFINT, Merger Sub and Seamless (included
as Annex A to the proxy statement/prospectus) |
2.4* |
|
Amendment
No. 3 to the Business Combination Agreement, dated as of February 20, 2023, by and among INFINT, Merger Sub and Seamless (included
as Annex A to the proxy statement/prospectus) |
3.1* |
|
Second
Amended and Restated Memorandum and Articles of Association of INFINT Acquisition Corporation, dated February 14, 2023 (incorporated
herein by reference to Exhibit 3.1 to Form 8-K (File No. 001-41079) as filed with the SEC on February 15, 2023) |
3.2* |
|
Third
Amended and Restated Memorandum and Articles of Association of INFINT Acquisition Corporation, dated
August 18, 2023 (incorporated herein by reference to Exhibit 3.1 to Form 8-K (File No. 001-41079) as filed with the SEC on August
22, 2023) |
3.3* |
|
Fourth
Amended and Restated Memorandum and Articles of Association of INFINT Acquisition Corporation, dated February 16, 2024 (incorporated
herein by reference to Exhibit 3.1 to Form 8-K (File No. 001-41079) as filed with the SEC on February 20, 2024) |
3.4* |
|
Fifth
Amended and Restated Memorandum and Articles of Association of Currenc Group Inc. (incorporated herein by reference to Exhibit 3.1
to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) |
4.1* |
|
Specimen
Class A Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.2 to Form S-1/A (File No. 333-256310) as filed
with the SEC on November 10, 2021) |
4.2* |
|
Specimen
Ordinary Share Certificate (incorporated herein by reference to Exhibit 3.2 to Form 8-K (File No. 001-41079) as filed with the SEC
on September 6, 2024) |
4.3* |
|
Warrant
Agreement, dated November 23, 2021, between INFINT Acquisition Corporation and Continental Stock Transfer & Trust Company, as
warrant agent (incorporated herein by reference to Exhibit 4.1 to Form 8-K (File No. 001-41079) as filed with the SEC on December
1, 2021) |
5.1* |
|
Opinion of Maples and Calder (Hong Kong) LLP |
10.1* |
|
Registration
Rights Agreement, dated November 23, 2021, among INFINT Acquisition Corporation and certain security holders named therein (incorporated
herein by reference to Exhibit 10.2 to Form 8-K (File No. 001-41079) as filed with the SEC on December 1, 2021) |
10.2* |
|
Letter
Agreement, dated November 23, 2021, among INFINT Acquisition Corporation, INFINT Capital LLC certain security holders named therein
(incorporated herein by reference to Exhibit 10.7 to Form 8-K (File No. 001-41079) as filed with the SEC on December 1, 2021) |
10.3* |
|
Investment
Management Trust Agreement, dated November 23, 2021, between INFINT Acquisition Corporation and Continental Stock Transfer &
Trust Company, as trustee (incorporated herein by reference to Exhibit 10.1 to Form 8-K (File No. 001-41079) as filed with the SEC
on December 1, 2021) |
10.4* |
|
Currenc
Group Inc. 2024 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Form 8-K (File No. 001-41079) as filed
with the SEC on September 6, 2024) |
10.5* |
|
Form
of Lock-up Agreement (incorporated herein by reference to Exhibit 10.2 to Form 8-K (File No. 001-41079) as filed with the SEC on
September 6, 2024) |
10.6* |
|
Form
of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.3 to Form 8-K (File No. 001-41079) as filed with
the SEC on September 6, 2024) |
10.7* |
|
Shareholder
Support Agreement, dated as of August 3, 2022, by and among INFINT and certain shareholders of Seamless (included as Annex G to the
proxy statement/prospectus) |
10.8* |
|
Sponsor
Support Agreement, dated as of August 3, 2022, by and among INFINT, Sponsor and Seamless (included as Annex H to the proxy statement/prospectus) |
10.9* |
|
Option
Deed for the Grant of Option, dated as of June 2, 2022, by and between Seamless Group Inc. and Noble Tack International Limited |
10.10(a)* |
|
Amended
and Restated Convertible Bond Instrument, dated September 14, 2021, and related Amendment Agreement, dated September 14, 2021, by
and among Seamless Group Inc., Regal Planet Limited and Chelsea Vanguard Fund |
10.10(b)* |
|
Amended
Agreement, dated September 14, 2021, by and among Seamless Group Inc., Regal Planet Limited and Chelsea Vanguard Fund. |
10.10(c)* |
|
Second
Amendment Agreement dated December 9, 2022 between Seamless Group Inc. and Chelsea Vanguard Fund |
10.10(d)* |
|
Loan
Agreement dated December 9, 2022 between Seamless Group Inc. and Chelsea Vanguard Fund |
10.10(e)* |
|
Third
Amended Agreement dated September 14, 2023, by and among Seamless Group Inc., Regal Planet Limited and Chelsea Vanguard Fund. |
10.10(f)* |
|
Second
Amended and Restated Convertible Bond Instrument, dated September 13, 2023, by and among Seamless Group Inc., Regal Planet Limited
and Chelsea Vanguard Fund. |
10.11* |
|
Loan
Agreement, dated August 26, 2022 by and between Seamless Group Inc. and Regal Planet Limited |
10.12* |
|
Loan
Agreement, dated March 15, 2022, by and between Seamless Group Inc. and Regal Planet Limited |
10.13* |
|
Loan
Agreement, dated December 28, 2021, by and between Seamless Group Inc. and Alexander Kong King Ong |
10.14* |
|
Loan
Agreement, dated January 12, 2022, by and between Seamless Group Inc. and Hui Ka Wah Ronnie |
10.15* |
|
Loan
Agreement, dated December 20, 2021, by and between Seamless Group Inc. and Wong Wing Chi |
10.16* |
|
Pay-Out
Support Provider Agreement: Tranglo, dated March 10, 2021, by and between Ripple Services Inc. and Tranglo Pte. Ltd. |
10.17* |
|
Pay-Out
Support Provider Addendum, dated March 10 2021, by and between Ripple Services Inc. and Tranglo Pte. Ltd. |
10.18* |
|
Addendum
to Terms and Conditions of Independent Reserve, dated June 21, 2021, by and between Tranglo Pte. Ltd. and Independent Reserve SG
Pte. Ltd. |
10.19* |
|
Memorandum
of Agreement, dated May 12, 2021, by and between Betur, Inc. and Tranglo Pte. Ltd. |
10.20* |
|
Coins.ph
User Agreement, dated April 1, 2013 |
10.21* |
|
Independent
Reserve Terms and Conditions |
10.22* |
|
Cooperation
Agreement between PT E2Pay Global Utama and PT WalletKu Indompet Indonesia Regarding Use of Electronic Money Products dated March
18, 2020 |
10.23* |
|
Addendum
I of Use of Electronic Money Products Cooperation Agreement, dated December 1, 2022, by and
between PT E2Pay Global Utama and PT WalletKu Indompet Indonesia. |
Exhibit
Number |
|
Description |
10.24* |
|
Promissory Note, dated May 1, 2023, issued by INFINT Acquisition Corporation to InFinT Capital LLC (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the SEC on May 4, 2023) |
10.25* |
|
Deed of Guarantee, dated May 25, 2023, by and among Regal Planet Limited, Seamless Group Inc., Alexander King Kong Ong and Ripple Labs Singapore Pte. Ltd. |
10.26(a)* |
|
Shareholders’ Agreement relating to Tranglo Sdn Bhd, dated March 19,2021, by and among Tranglo Sdn Bhd, Ripple Labs Singapore Pte. Ltd, and TNG Fintech Group Inc. (predecessor to Seamless Group Inc.) |
10.26(b)* |
|
Amendment No. 1 to Shareholders’ Agreement, dated April 13, 2023, by and between among Tranglo Sdn Bhd, Ripple Labs Singapore Pte. Ltd, and Seamless Group Inc. |
10.27* |
|
Deed of Guarantee, dated September 16, 2022, by and among Regal Planet Limited, Seamless Group Inc., Alexander Kong King Ong and Ripple Labs Singapore Pte. Ltd. |
10.28* |
|
Master XRP Commitment to Sell Agreement, dated September 12, 2022, by and among Ripple Labs Singapore Pte. Ltd. and GEA Limited. |
10.29* |
|
Side Letter to the Shareholders’ Agreement relating to Tranglo Sdn Bhd, dated November 29, 2021, by and among Tranglo Sdn Bhd, Ripple Labs Singapore Pte. Ltd, and TNG Fintech Group Inc. (predecessor to Seamless Group Inc.) |
10.30* |
|
Secondment Agreement, dated November 29, 2021, by and among Ripple Labs Singapore Pte. Ltd., Tranglo Sdn Bhd and Tranglo Pte Ltd. |
10.31(a)* |
|
Master XRP Commitment to Sell Agreement, dated March 10, 2022, by and among Ripple Labs Singapore Pte. Ltd. and Tranglo Pte. Ltd. |
10.31(b)* |
|
Amendment to Master XRP Commitment to Sell Agreement, dated April 15, 2022, by and among Ripple Labs Singapore Pte. Ltd. and Tranglo Pte. Ltd. |
10.31(c)* |
|
Amendment No.2 to Master XRP Commitment to Sell Agreement, dated May 24, 2022, by and among Ripple Labs Singapore Pte. Ltd. and Tranglo Pte. Ltd. |
10.31(d)* |
|
Amendment No.3 to Master XRP Commitment to Sell Agreement, dated September 12, 2022, by and among Ripple Labs Singapore Pte. Ltd. and Tranglo Pte. Ltd. |
10.31(e)* |
|
Amendment No.4 to Master XRP Commitment to Sell Agreement, dated December 31, 2023, by and among Ripple Labs Singapore Pte. Ltd. and Tranglo Pte. Ltd.
|
10.32* |
|
Side Letter to the Shareholders’ Agreement relating to the first shareholders’ meeting, dated December 15, 2021, by and among Tranglo Sdn Bhd, Ripple Labs Singapore Pte. Ltd, and TNG Fintech Group Inc. (predecessor to Seamless Group Inc.) |
10.33* |
|
Side Letter to the Secondment Agreement, dated June 27, 2023 by and among Ripple Labs Singapore Pte. Ltd., Tranglo Sdn Bhd and Tranglo Pte Ltd. |
10.34* |
|
Side Letter to the Shareholders’ Agreement, dated November 7, 2023, by and among Tranglo Sdn Bhd, Ripple Markets APAC Pte Ltd. (successor to Ripple Labs Singapore Pte. Ltd) and Seamless Group Inc. (successor to TNG Fintech Group Inc.) |
10.35* |
|
Amended and Restated Promissory Note, dated September 13, 2023, issued by INFINT Acquisition Corporation to InFinT Capital LLC (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the SEC on September 15, 2023) |
10.36* |
|
Promissory Note, dated March 6, 2024, issued by INFINT Acquisition Corporation to Seamless Group Inc. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the SEC on March 15, 2024) |
10.37* |
|
Side Letter Regarding Termination of the Second Agreement, dated January 1, 2024, by and among Ripple Labs Singapore Pte. Ltd., Tranglo Sdn Bhd and Tranglo Pte Ltd |
10.38* |
|
Bitstamp Global Ltd Terms and Conditions |
10.39* |
|
Philippine Digital Asset Exchange Terms and Conditions |
10.40* |
|
Consent Letter, dated as of May 22, 2024, by and between Seamless Group Inc. and Noble Tack International Limited |
10.41* |
|
Convertible Note Purchase Agreement, dated August 30, 2024, by and between Currenc Group Inc., Seamless Group Inc, and Pine Mountain Holdings Limited. (incorporated herein by reference to Exhibit 10.5 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) |
10.42* |
|
Form of Note (incorporated herein by reference to Exhibit 10.6 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) |
10.43* |
|
Form of Warrant Agreement dated August 30, 2024, by and between Currenc Group Inc., Seamless Group Inc, and Pine Mountain Holdings Limited. (incorporated herein by reference to Exhibit 10.7 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) |
10.44* |
|
Promissory Note dated August 30, 2024 by and between INFINT Acquisition Corp. and EF Hutton LLC (incorporated herein by reference to Exhibit 10.8 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) |
10.45* |
|
Promissory Note dated August 30, 2024 by and between INFINT Acquisition Corp. and Greenberg Traurig LLP (incorporated herein by reference to Exhibit 10.9 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) |
10.46* |
|
Promissory Note dated August 30, 2024 by and between INFINT Acquisition Corp. and INFINT Capital LLC (incorporated herein by reference to Exhibit 10.10 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) |
|
|
List of Subsidiaries of Currenc Group Inc. (incorporated herein by reference to Exhibit 21.1 to Form 8-K (File No. 001-41079) as filed with the SEC on September 6, 2024) |
23.1* |
|
Consent of Marcum LLP |
23.2* |
|
Consent of MRI Moores Rowland LLP |
23.3* |
|
Consent of Maples and Calder (Hong Kong) LLP (included as part of Exhibit 5.1) |
24.1* |
|
Power of Attorney (included on the signature page hereto) |
107** |
|
Filing Fee Table |
101.INS |
|
Inline
XBRL Instance Document |
101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document |
101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document |
104** |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* |
Previously
filed. |
|
|
** |
Filed
herewith. |
Signatures
Pursuant
to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on October 1, 2024.
|
CURRENC
GROUP INC. |
|
|
|
|
By: |
/s/
Ronnie Ka Wah Hui |
|
Name:
|
Ronnie
Ka Wah Hui |
|
Title: |
Chief
Executive Officer |
POWER
OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints Ronnie Ka Wah Hui, the individual’s true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all
capacities, to sign this Registration Statement and any or all amendments, including post-effective amendments to the Registration Statement,
including a prospectus or an amended prospectus therein and any Registration Statement for the same offering that is to be effective
upon filing pursuant to Rule 462 under the Securities Act, and all other documents in connection therewith to be filed with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney have been signed by
the following persons in the capacities indicated on the 1st day of October, 2024.
Signature |
|
Title |
|
|
|
/s/
Ronnie Ka Wah Hui |
|
Chief
Executive Officer |
Ronnie
Ka Wah Hui |
|
(Principal
Executive Officer) |
|
|
|
/s/
Hagay Ravid |
|
Chief
Financial Officer |
Hagay
Ravid |
|
(Principal
Financial and Accounting Officer) |
|
|
|
/s/
Alexander King Ong Kong |
|
Director |
Alexander
King Ong Kong |
|
|
|
|
|
/s/
Eng Ho Ng |
|
Director |
Eng
Ho Ng |
|
|
|
|
|
/s/
Kevin Chen |
|
Director |
Kevin
Chen |
|
|
|
|
|
/s/
Kanagaraj Lorenz |
|
Director |
Kanagaraj
Lorenz |
|
|
|
|
|
/s/
Eric Weinstein |
|
Chairman
of the Board Director |
Eric
Weinstein |
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Currenc
Group Inc., has signed this registration statement on October 1, 2024.
Authorized
United States Representative
/s/
Colleen A. De Vries |
|
Name:
|
Colleen
A. De Vries |
|
Title: |
Senior
Vice President |
|
Exhibit
107
Calculation
of Filing Fee Table
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
(Form
Type)
Currenc
Group Inc.
(Exact
Name of Registrant As Specified in its Charter)
Table
1: Newly Registered Securities
| |
Security
Type | |
Security
Class Title | |
Fee
Calculation Rule | |
Amount
Registered (1) | |
Proposed
Maximum Offering Price Per Share | |
Maximum
Aggregate Offering Price | |
Fee
Rate | |
Amount
of Registration Fee |
Newly
Registered Securities |
Fees
to Be Paid | |
Equity | |
Ordinary shares, par value $0.0001 per share, each underlying the
warrants(2) | |
| 457 | (g) | |
| 136,110 | | |
| 11.50 | (3) | |
$ | 1,565,265.00 | | |
| 0.00014760 | | |
$ | 231.03 | |
| |
Equity | |
Ordinary shares, par value $0.0001 per share, each underlying the
warrants and the Vendor Shares (4) | |
| 457 | (g) | |
| 394,444 | | |
| 10.00 | (5) | |
$ | 3,944,440.00 | | |
| 0.00014760 | | |
$ | 582.20 | |
| |
Equity | |
Ordinary Shares, par value$0.0001 per share (Secondary Offering)(6) | |
| 457 | (c) | |
| 40,400,000 | | |
| 2.74 | (7) | |
$ | 110,696,000.00 | | |
| 0.00014760 | | |
$ | 16,338.73 | |
Fees
Previously Paid | |
— | |
— | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| |
| |
| Total Offering Amounts |
$ | 116,205,705.00 | | |
| | | |
$ | 17,151.96 | |
| |
| |
| |
| Total Fees Previously Paid |
| | | |
| | | |
$ | 17,151.96 | (8) |
| |
| |
| |
| Total
Fee Offsets |
| | | |
| | | |
$ | — | |
| |
| |
| |
| Net Fees Due |
| | | |
| | | |
$ | 0.00 | |
|
(1) |
Pursuant
to Rule 416(a) promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”), there are
also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock
splits, stock dividends, or similar transactions. |
|
|
|
|
(2) |
Reflects
up to 136,110 ordinary shares, par value $0.0001 (the “Ordinary Shares”) issuable upon the exercise of 136,110
warrants (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”). |
|
|
|
|
(3) |
Reflects
the Ordinary Shares that may be issued upon exercise of the PIPE Warrants at an exercise price of $11.50 per Common Share. |
|
|
|
|
(4) |
Reflects (i) 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, issued in connection with
the PIPE Agreement (the “PIPE Note”), convertible at $10.00 per share, (ii) 100,000 Ordinary Shares issued to Roth
Capital Partners, LLC for advisory services, convertible at $10.00 per share and (iii) 100,000 Ordinary Shares issued to KEMP Services
Limited for legal advisory services, convertible at $10.00 per share. Together the Roth Capital Partners, LLC Ordinary Shares and the
KEMP Services Limited Ordinary Shares or (the “Vendor Note Shares”). |
|
|
|
|
(5) |
Reflects the PIPE Note Shares that may be issued upon conversion of the
PIPE Note at $10.00 per share, and the Vendor Note Shares that may be issued upon conversion of the Vendor Note at $10.00 per share. |
|
|
|
|
(6) |
Reflects the resale of the selling shareholders named in this prospectus
(including their permitted transferees, donees, pledgees and other successors-in-interest) of up to an aggregate of 40,000,000 Ordinary
Shares, issued at $10.00 per share issued to the former shareholders of Seamless, pursuant to the terms of the Business Combination Agreement
and 400,000 Ordinary Shares issued to the PIPE Investor in consideration for the PIPE Investor’s subscription of the PIPE Note. |
|
|
|
|
(7) |
Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act, as amended, based on the average of the high and low reported trading prices of the Registrant’s
Ordinary Shares as reported on the Nasdaq Global Market on September 25, 2024, such date being within five business days of the date that
this Registration Statement was filed with the SEC. |
|
|
|
|
(8) |
The Company has previously paid this amount in connection with the initial
filing of this Registration Statement on Form S-1 filed on September 27, 2024. |
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