Animoca Brands Corporation Limited, the Hong Kong-based blockchain gaming and digital assets company, has entered into a non-binding term sheet with U.S.-listed Currenc Group Inc. (Nasdaq: CURR) for a potential acquisition that could pave the way for Animoca’s long-anticipated listing on the Nasdaq exchange.
Under the proposal, Currenc would acquire 100% of Animoca Brands’ issued shares through an Australian scheme of arrangement, with all Animoca shareholders receiving newly issued Currenc shares in exchange.
Upon completion, existing Animoca investors would collectively own approximately 95% of the merged entity, while Currenc’s current shareholders would retain around 5%, subject to final agreement on convertible instruments and other terms.
As part of the structure, Yat Siu, Animoca’s co-founder and executive chairman, and his controlled entities would receive a newly created class of Currenc ordinary shares as consideration, while other shareholders would receive standard Currenc stock.
The companies emphasized that the agreement remains conditional and non-binding, meaning that the transaction is not yet finalized. Progress toward a definitive deal depends on the successful completion of mutual due diligence, approval from both companies’ boards, and the negotiation of full transaction documentation.
Should the proposed merger move forward, it would still require multiple layers of approval, including clearance from Animoca and Currenc shareholders, endorsement by the Australian courts, and satisfaction of other customary regulatory conditions.
If completed, the deal would effectively bring Animoca, currently valued as one of Asia’s most prominent Web3 and metaverse companies, under a Nasdaq-listed structure, providing shareholders with enhanced access to U.S. capital markets and potentially greater liquidity.
Animoca noted that aligning with Currenc, a Cayman Islands–incorporated entity, would streamline its global corporate structure, given that the company’s operations span across Hong Kong, Japan, and the United States, with only a limited presence in Australia.
Both companies have stated that there is no assurance a final agreement will be reached, and the term sheet may be terminated under certain circumstances.