Shareholders to Vote on $54.5M Debt-to-Equity Conversion and Major Equity Plan

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Currenc Group Inc. is seeking shareholder approval for a critical debt-to-equity conversion that will significantly restructure its balance sheet. The conversion of over $54 million in debt into equity is a substantial move to alleviate financial pressure, transforming the company's shareholder equity from a deficit to a positive position. While highly dilutive, this action is often a necessary step for companies facing significant debt burdens to ensure long-term viability and improve access to future financing. The resulting change of control to the CEO and largest shareholder is also a material development. Additionally, the proposed new equity incentive plan, with its initial share reserve and evergreen feature, introduces further potential dilution that investors should consider.

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• Significant Debt-to-Equity Conversion Proposed

  The company proposes to convert $54,550,612.30 of aggregate indebtedness owed to its CEO and largest shareholder into 35,653,995 ordinary shares at a price of $1.53 per share. This transaction is expected to reduce total debt by approximately $54.55 million and shift shareholders' equity from a $31.8 million deficit to a $22.7 million positive.

• Change of Control Triggered

  Following the debt-to-equity conversion, the beneficial ownership of the CEO, Alexander King Ong Kong, together with his affiliates, will increase to approximately 57% of the outstanding shares, which constitutes a change of control under Nasdaq rules.

• New Equity Incentive Plan with Substantial Dilution Potential

  Shareholders will vote on the adoption of a new 2025 Equity Incentive Plan, which reserves up to 10,000,000 ordinary shares for awards. The plan also includes an annual 'evergreen' refresh feature, allowing for an additional increase of up to 5% of outstanding shares each year, representing significant potential future dilution.

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Currenc Group Inc. is seeking shareholder approval for a critical debt-to-equity conversion that will significantly restructure its balance sheet. The conversion of over $54 million in debt into equity is a substantial move to alleviate financial pressure, transforming the company's shareholder equity from a deficit to a positive position. While highly dilutive, this action is often a necessary step for companies facing significant debt burdens to ensure long-term viability and improve access to future financing. The resulting change of control to the CEO and largest shareholder is also a material development. Additionally, the proposed new equity incentive plan, with its initial share reserve and evergreen feature, introduces further potential dilution that investors should consider.