Currenc Group Inc 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number:001-41079 CURRENC GROUP INC.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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 filerNon-accelerated filerEmerging growth company ☐Accelerated filer☐☒Smaller reporting company☒☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of thecommon stock outstanding, other than securities held by persons who may be deemed affiliates of the registrant, computed by reference to theclosing sales price of $11.66 on June 28, 2024 for the common stock, trading on such date, as reported on The Nasdaq Capital Market, was$123.36million. As of April 13, 2025, there were46,527,999shares of the Company’s Ordinary Shares, par value $0.0001per share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PagePART ICautionary Note Regarding Forward-Looking Statements1Item 1. Business2Item 1A. Risk Factors32Item 1B. Unresolved Staff Comments67Item 1C. Cybersecurity67Item 2. Properties68Item 3. Legal Proceedings68Item 4. Mine Safety Disclosures68PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities69Item 6. [Reserved]70Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations70Item 7A. Quantitative and Qualitative Disclosures About Market Risk84Item 8. Financial Statements and Supplementary Data84Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure84Item 9A. Controls and Procedures84Item 9B. Other Information85Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections85PART IIIItem 10. Directors, Executive Officers and Corporate Governance86Item 11. Executive Compensation93Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters102Item 13. Certain Relationships and Related Transactions, and Director Independence103Item 14. Principal Accountan