Animoca Brands Corporation Limited has moved closer to a possible Nasdaq listing after signing a non-binding term sheet with Currenc Group Inc. (Nasdaq: CURR), the companies announced today. The proposed scheme of arrangement would see Currenc acquire 100% of the issued shares in Animoca Brands. In return, Animoca shareholders would receive newly issued Currenc shares.
Under the term sheet, Animoca Brands shareholders whose shares are acquired would collectively own roughly 95% of Currenc’s issued shares if the deal is completed and a binding agreement is signed. The final treatment of convertible instruments could affect that ownership percentage.
Currenc’s existing shareholders would hold the remaining stake, around 5%. The proposal includes a new class of Currenc ordinary shares for Yat Siu, Animoca Brands’ co-founder and executive chairman, and entities he controls. Other Animoca shareholders would receive standard Currenc ordinary shares.
Both parties stressed that the term sheet is conditional and non-binding. They will proceed to a definitive, binding transaction only after completing due diligence to each party’s satisfaction and obtaining board approvals.
Implementation would also require customary conditions precedent, including shareholder approvals from both firms and court approval in Australia. The term sheet may be terminated under certain circumstances, and there is no assurance that the parties will reach a final transaction.
If agreed and implemented, the merger would place Animoca Brands within a combined group listed on Nasdaq. Currenc may also undertake a corporate restructuring before closing to accommodate the transaction.
The companies said they currently expect to implement any transaction by the end of the calendar year 2026, subject to satisfaction of the agreed conditions.
A Transformative Milestone
Animoca Brands described the proposed deal as a route to greater liquidity and broader investor access. The company said the transaction could “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,” potentially providing access to a larger pool of capital and greater financial flexibility.
The structure is also intended to better match Animoca Brands’ corporate form with its international operations. Animoca is headquartered in Hong Kong and operates globally, while maintaining only a relatively small presence in Australia.
If the transaction proceeds, Currenc would ultimately own the Animoca business. Currenc is a Cayman Islands incorporated holding company, a structure commonly used by foreign entities listed on U.S. exchanges, the companies noted.
Yat Siu, Co-Founder and Executive Chairman of Animoca Brands, said: “The Potential Transaction is sufficiently compelling for Animoca Brands to enter into the Term Sheet and to conduct due diligence on Currenc. We would be thrilled to collaborate with Currenc to bring Animoca Brands to Nasdaq, assuming completion of satisfactory due diligence by both parties and entry into binding documentation. A listing would open doors for a broader investor base to access our portfolio of growth companies and digital assets with exceptional growth potential.”
Alexander Kong, Founder, CEO, and Executive Chairman of Currenc Group, said, “The proposed merger with Animoca Brands represents a transformative milestone for Currenc. This transaction is designed to provide Animoca Brands with a direct path to the U.S. public markets and, in turn, to 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.”
Animoca Brands, recognized as a global digital assets leader, has built a wide portfolio of blockchain and tokenized businesses and investments. Its portfolio includes platforms such as The Sandbox, Moca Network and Open Campus.
The company says it holds stakes in more than 600 companies and altcoin assets. It has also received industry recognition, including Fortune Crypto 40 and inclusion in the Financial Times’ High Growth Companies Asia-Pacific list.
Animoca shareholders do not need to take immediate action. If the parties reach a definitive agreement, Animoca Brands would convene a shareholder meeting and issue a Scheme Booklet.
The booklet would contain details of the proposed transaction and an Independent Expert’s Report assessing whether the deal is in shareholders’ best interests.
Both parties warned that the proposal remains at an early stage and that no definitive agreement has been signed. Investors and shareholders will be monitoring the due diligence results and negotiations over binding documentation in the coming months as the parties decide whether to proceed with the transaction.
