CURRENC Group and Animoca Brands Agree Terms for Nasdaq Reverse Merger
CURRENC Group, a Nasdaq-listed fintech firm, has announced plans for a reverse merger with Animoca Brands Corporation Limited, a privately held Hong Kong-based digital assets powerhouse, in a deal that would bring one of the most active investors in the Web3 sector to public markets.
Under the terms of a non-binding agreement announced Monday, CURRENC would acquire all of Animoca Brands’ issued and outstanding shares. Upon completion, Animoca Brands’ shareholders would hold approximately 95 per cent of the combined entity, while existing CURRENC shareholders would retain around 5 per cent.
The combined company would operate under the Animoca Brands name and trade on the Nasdaq, subject to regulatory and shareholder approvals. A dual-class share structure is expected, and the post-merger board would include directors nominated by both companies.
“This proposed merger is a transformative step in Animoca Brands’ journey,” said Yat Siu, co-founder and executive chairman of Animoca Brands. “By merging with CURRENC and becoming a publicly traded company on Nasdaq, we aim to enhance our global visibility, broaden our access to capital markets, and accelerate our mission to advance digital property rights and the open metaverse.”
The announcement marks a significant pivot for CURRENC, whose operations have historically focused on AI-powered solutions for financial institutions and a digital remittance platform. In preparation for the merger, the company intends to spin off those businesses to its existing shareholders.
“We are thrilled to be partnering with Animoca Brands in this proposed business combination,” said Sanchit Jadhav, chairman and CEO of CURRENC. “This transaction represents a unique opportunity to provide Animoca Brands with direct access to the U.S. capital markets, while CURRENC shareholders will benefit from ownership in a company with a diversified portfolio of over 400 investments in Web3 and digital assets.”
The proposed transaction is expected to close in 2026, following the execution of a definitive agreement and customary closing conditions, including satisfactory due diligence, shareholder and regulatory approvals, and approval for continued Nasdaq listing.
Animoca Brands, whose private valuation previously reached over $5 billion, has built one of the most extensive portfolios in the digital asset space, spanning decentralised finance, blockchain gaming, tokenisation of real-world assets (RWAs), and NFT infrastructure. Its holdings include companies such as The Sandbox, Mocaverse, and a digital asset treasury of tokens including BTC, ETH, APE, MATIC, and SAND.
Founded in 2014, Animoca Brands has positioned itself at the nexus of gaming, blockchain, and Web3 infrastructure. According to the release, the firm “is advancing digital property rights and contributing to building the open metaverse.”
The proposed spin-off of CURRENC’s existing financial services operations is intended to streamline the company’s focus. “Prior to the closing of the proposed transaction, CURRENC currently expects to spin off certain businesses, including its artificial intelligence (AI)-powered solutions for financial institutions and its digital remittance platform, to CURRENC’s existing shareholders,” the company stated.
Reverse mergers have become an increasingly attractive route for digital asset firms seeking public listings, particularly in the face of regulatory complexity and volatile public markets. The structure allows private companies to bypass the traditional IPO process, gaining access to public equity through a merger with an already-listed firm.
Still, the transaction remains subject to risk. The term sheet is non-binding, and both sides must finalise a definitive agreement. The announcement included the standard cautionary language regarding forward-looking statements and noted that there can be “no assurance that the parties will enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all.”
Should the deal complete, it would make Animoca Brands one of the few digital asset firms to debut on a major U.S. exchange, potentially paving the way for other Web3 giants to follow suit.
