Animoca Brands Corporation Limited has taken a major step toward a possible Nasdaq listing after entering into a non-binding term sheet with Currenc Group Inc. (Nasdaq: CURR), the companies announced today. The agreement outlines a proposed scheme of arrangement under which Currenc would acquire 100% of the issued shares in Animoca Brands, with Animoca shareholders receiving newly issued Currenc shares in exchange.
Under the terms described in the term sheet, if the deal proceeds to completion and a binding agreement is signed, Animoca Brands shareholders whose shares are acquired would collectively own roughly 95% of the issued shares in Currenc, subject to the final treatment of convertible instruments.
Currenc’s existing shareholders would hold the remaining stake, around 5%. The proposal contemplates the creation of a new class of Currenc ordinary shares to be issued to Yat Siu, Animoca Brands’ co-founder and executive chairman, and entities he controls, while other Animoca shareholders would receive standard Currenc ordinary shares.
Both parties emphasized that the term sheet is conditional and non-binding. The companies say they will only move to a definitive, binding transaction after completing due diligence to each party’s satisfaction and securing board approvals. Implementation would also require a suite of 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 a final transaction will be reached.
If ultimately agreed and implemented, the merger would fold Animoca Brands into a combined group listed on Nasdaq. Currenc may also undertake a corporate restructuring prior to closing to accommodate the transaction. The companies said the implementation of any transaction is currently expected by the end of the calendar year 2026, subject to satisfaction of the agreed conditions.
A Transformative Milestone
Animoca Brands framed the proposed deal as a pathway to greater liquidity and broader investor access. In its announcement, 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 opening access to a larger pool of capital and improved financial flexibility.
The proposed structure is also intended to better align Animoca Brands’ corporate form with its international footprint. Animoca is headquartered in Hong Kong and operates globally, with only a relatively small presence in Australia. If the transaction proceeds, the Animoca business would be ultimately owned by Currenc, 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, including well-known platforms such as The Sandbox, Moca Network and Open Campus. The company notes it holds stakes in more than 600 companies and altcoin assets and has received industry recognition, including Fortune Crypto 40 and inclusion in the Financial Times’ High Growth Companies Asia-Pacific list.
For Animoca shareholders, there is no immediate action required. Should a definitive agreement be reached, Animoca Brands would convene a shareholder meeting and issue a Scheme Booklet containing 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 watching due diligence outcomes and the negotiation of binding documentation closely over the coming months to see whether the transaction proceeds to completion.
