Animoca Brands and Currenc Suspend Proposed Reverse-Merger Talks
Animoca and Currenc suspended proposed reverse-merger talks before a definitive deal, leaving Animoca’s listing route open with no exchange or timetable.
- Animoca Brands and Currenc Group have mutually suspended discussions over their proposed business combination; neither company says the proposal was completed or permanently abandoned.
- Currenc’s 21 September Form 6-K says the term sheet remained non-binding, the exclusivity period had expired, and the parties had not finalized a definitive merger agreement.
- The original proposal contemplated Currenc acquiring all of Animoca through an Australian scheme of arrangement, a structure commonly described as a reverse merger because Animoca shareholders were expected to hold about 95% of the combined company.
- The 95% Animoca and 5% existing-Currenc ownership split was a proposed, conditional outcome only, subject to final documentation, diligence, approvals and other conditions.
- Animoca says it remains committed to a major public-exchange listing and to financial-compliance work, but it has not named a replacement exchange, transaction or timetable.
The status now: talks are suspended, not a completed or cancelled merger
Animoca Brands and Currenc Group have mutually suspended their discussions about a proposed business combination. That is the central update in Animoca’s 22 September announcement and in Currenc’s Form 6-K filed for September. The careful wording matters: the companies describe a pause in negotiations around a proposed transaction, not a merger that closed, a deal that was formally terminated, or a transaction that has been permanently abandoned.
The Animoca Currenc merger was still at the non-binding term-sheet stage. Currenc’s filing says the parties had not finalized the terms of a definitive merger agreement when the exclusivity period expired. Its disclosure also says the term sheet remained non-binding except for provisions specifically identified as binding. In other words, the public proposal had not advanced to signed, final merger documentation.
Both companies left open the possibility of future discussions if conditions permit. That is not a commitment to restart or a timetable for doing so. Currenc explicitly says it cannot predict whether or when negotiations will resume, whether definitive agreements will be reached, or whether the proposed transaction will ever be completed. The most accurate current description is therefore a mutual suspension of negotiations.
Why the companies put the proposal on hold
Animoca says the parties reviewed projected closing timelines and evolving market conditions, then concluded that the estimated interim period needed to finalize the transaction did not fit their respective short- and medium-term strategic goals. This is the stated explanation from the company announcement. It does not identify a single regulatory rejection, a signed replacement deal, or a completed change in ownership.
Currenc’s SEC filing adds a practical corporate-finance point: it says the suspension is expected to provide Currenc with greater flexibility to pursue financing opportunities for its growth and operations. That is Currenc’s stated rationale, not evidence that it has announced a particular financing or that new capital has already been raised. The filing contains no replacement merger agreement or revised exchange ratio.
Independent reports from CoinDesk, TradingView’s Cointelegraph feed and crypto.news describe the same broad development: the proposed closing timetable no longer matched the parties’ goals and the discussions were put on ice. Their framing is useful context, but the legal status is best anchored in the primary records. Those records say mutual suspension and an unexecuted definitive agreement; they do not support calling the transaction completed, rejected or cancelled.
What the original term sheet actually proposed
The public plan began with an announcement on 3 November 2025. Animoca said it had entered into a non-binding term sheet with Nasdaq-listed Currenc Group in relation to a potential proposal for Currenc to acquire 100% of Animoca’s issued shares. Currenc’s later Form 6-K dates the parties’ entry into the term sheet to 2 November 2025, while Animoca’s announcement is dated the following day. The one-day difference concerns the reported signing and announcement dates, not the underlying proposal’s status.
The proposed acquisition was to be carried out through an Australian scheme of arrangement. Under the announced structure, Currenc would issue new Currenc shares in exchange for Animoca shares, subject to agreement on the exchange ratio and definitive documents. The original materials also contemplated a newly created class of Currenc ordinary shares for Yat Siu and his controlled entities, with rights, preferences and privileges still to be agreed.
The term sheet set out a route that could have placed Animoca within a combined group listed on Nasdaq if the transaction were agreed and implemented. It did not itself make Animoca a Nasdaq-listed company. The primary announcement repeatedly conditioned the plan on satisfactory due diligence, board approval, a binding full-form transaction agreement and later closing conditions. Those conditions were never superseded by a definitive merger agreement.
Why “reverse merger” is useful shorthand, but not the whole legal structure
The proposal is often called an Animoca reverse merger because the expected post-transaction ownership would have put Animoca’s shareholders in control of most of the combined listed entity. That description conveys the commercial effect people had in mind: a private operating business would have sought a public-market route through a company already listed on Nasdaq. It is a shorthand, not a substitute for the legal steps disclosed in the term sheet.
The formal mechanism described by Animoca was an Australian scheme of arrangement under which Currenc would acquire the entire share capital of Animoca, subject to a binding implementation agreement. A scheme of arrangement is a court-supervised corporate process under Australian law. In the proposed case, it would have required the corporate and court steps laid out in final documentation, rather than a simple automatic conversion on the announcement date.
That distinction avoids two common errors. First, Currenc’s proposed acquisition of Animoca was not completed merely because the deal was described as a reverse merger in news coverage. Second, the phrase does not mean that the parties had bypassed shareholder, court, diligence or other approval requirements. The transaction’s public description combined a contemplated legal scheme with a proposed change in the combined group’s ownership and control.
The proposed 95–5 ownership split was never completed ownership
At implementation, the term sheet contemplated that Animoca shareholders would collectively hold approximately 95% of the outstanding shares of the combined group, while existing Currenc shareholders would hold approximately 5%. The figure was subject to the treatment of convertible instruments and to the final binding agreement. It is best read as an indicative proposed allocation, not a record of share ownership that ever took effect.
The split helps explain why the proposal was commonly framed as a reverse merger. Yet it does not establish a final valuation, a final exchange ratio, a completed transfer of Animoca shares or a realised ownership position for any shareholder. The original announcement said ratios for the different share considerations were still to be agreed, and Currenc’s September filing says final transaction terms were not reached.
The distinction is especially important when reading headlines about the Currenc Group Animoca deal. A prospective 95% holding does not mean that Animoca holders already own 95% of Currenc, and the remaining 5% does not mean Currenc holders were already diluted to that amount. Those results depended on a transaction that remained conditional, non-binding and ultimately suspended before definitive documentation.
The timetable changed before discussions were suspended
The original term-sheet summary said implementation of the scheme was intended by the end of 2026, subject to conditions precedent. Currenc’s September 6-K provides a later snapshot of the timetable: it says the non-binding term sheet contemplated a target closing in the third quarter of 2026 and a long-stop date of 31 December 2026, with a possible extension of up to six months by mutual agreement. Neither target was a guarantee of completion.
Currenc also says that, on 6 May 2026, it entered into an Amendment Deed with Animoca that extended the term sheet’s exclusivity period from three months after original execution to 30 June 2026. Exclusivity is a negotiating constraint, not a closing. Its expiry, combined with the absence of final merger terms, is part of the context Currenc gives for the later suspension.
The chronology reconciles the public reports without inventing a missing closing event. A proposed end-of-2026 implementation window and a later Q3 target could both be planning milestones within negotiations. The material fact is that no definitive agreement had been finalized by the time the parties mutually suspended talks. Any future timetable would need to come from a new official disclosure, not from the old target dates.
What still would have been required before a deal could close
The term sheet identified several steps before binding documentation could be signed. Animoca was to complete financial and legal due diligence on the Currenc group to its satisfaction, while Currenc was to complete corresponding diligence on the Animoca group. Both companies’ boards also needed to approve the terms of a definitive implementation agreement. Those steps had not culminated in an agreement when negotiations were suspended.
Even after a definitive agreement, the published outline anticipated further conditions. These included approval by Currenc shareholders, approval by Animoca shareholders, court approval in Australia and other customary conditions. The outline also noted that financing and possible corporate restructuring could occur before implementation, subject to the terms described. Such possibilities were parts of the proposal, not completed outcomes.
This layered structure is why a term-sheet announcement should not be treated as a merger closing notice. Diligence can uncover issues, boards can decline to approve final terms, parties can fail to agree on documents, approvals can be withheld or conditions can remain unsatisfied. The September suspension came before those later steps produced a completed transaction, which is the key distinction for anyone trying to understand the current corporate status.
Animoca’s public-listing ambition remains, but its route is unspecified
In its suspension announcement, Animoca says it remains fully committed to relisting on a major public exchange. It also says it is progressing a financial-compliance roadmap, including the release of FY2023 audited financial statements on 17 July 2026 and preparation of FY2024 audited financial statements. The company presents those audit milestones as important to public-market readiness.
That statement is not an announcement of a new listing venue, an initial public offering, a revived Currenc transaction or a schedule. Animoca has not named an exchange or a timetable for a future listing in the announcement reviewed for this article. The accurate conclusion is narrower: the company says its Animoca public listing plans remain an objective, while the Currenc route is currently suspended.
Yat Siu said the company would continue to pursue what he called optimal routes to a public listing while it works through comprehensive audit processes required for the standards of a major public exchange. That is a company statement about intent and process. It should not be converted into a prediction about if, where or when an exchange listing will occur, nor into a claim that a particular market has approved one.
What this means for each company after the pause
For Animoca, the immediate effect is that the proposed Currenc transaction is no longer the active route described in the 2025 term sheet. The company says it will continue its compliance work and seek an optimal route to a public listing. Its announcement points to operational strength and a digital-assets and AI portfolio, but those descriptions do not create a completed public-market transaction or settle the route it will use next.
For Currenc, the Form 6-K says the suspension is expected to provide flexibility to pursue financing opportunities for growth and operations. That disclosure does not require either company to wait for the other before pursuing its own strategy. It also does not disclose a replacement combination, a new timetable, or a new economic arrangement between the parties.
The companies may resume discussions if conditions permit, but that possibility remains conditional and open-ended. If they return to the table, Currenc says structure, terms and timing would all remain subject to further negotiation, due diligence, required approvals and execution of definitive agreements. Readers should treat any future update as a separate event that must be checked against a fresh company announcement or regulatory filing.
What can be verified now—and what remains unknown
The verifiable core is clear. The companies had a non-binding term sheet; it contemplated an Australian scheme through which Currenc would acquire Animoca; Animoca shareholders were proposed to hold about 95% of the combined entity; and negotiations have now been mutually suspended before a definitive merger agreement. Those points appear in the company announcement, the original term-sheet disclosure and Currenc’s SEC filing.
Several things remain unknown in the public records reviewed: whether negotiations will resume, whether a definitive agreement will ever be signed, what a final exchange ratio or valuation would be, whether the original 95–5 allocation would survive negotiation, and what exchange or transaction Animoca could pursue instead. No answer should be inferred from the previous term sheet, because the companies expressly say further terms and timing would require negotiation if talks resume.
This article is a corporate-transaction explainer, not a recommendation about CURR shares, tokens, NFTs or any other asset. It does not offer a view on buying, selling, holding or valuing anything. The practical public utility is in separating a mutually suspended, non-binding proposal from a completed merger and in identifying the primary records that define the status today.
Reader guide
Article questions, answered
Short answers to common reader questions based on the reporting above.
What happened to the Animoca Currenc merger proposal?
Animoca Brands and Currenc Group mutually suspended negotiations over the proposed business combination. The companies say they may consider resuming discussions if conditions permit, but neither has committed to a restart or announced a timetable.
Was the Animoca–Currenc merger ever completed?
No. Currenc’s September 2026 Form 6-K says the parties had not finalized a definitive merger agreement. The proposal remained at a non-binding term-sheet stage when discussions were suspended.
Why is the proposal called a reverse merger?
The phrase describes the contemplated economic result: Animoca shareholders were expected to own most of the combined Nasdaq-listed company. The announced legal structure was more specifically an Australian scheme of arrangement through which Currenc would acquire Animoca, subject to final agreements and approvals.
Did Animoca shareholders receive 95% of Currenc?
No. About 95% for Animoca shareholders and 5% for existing Currenc shareholders was a proposed post-implementation ownership split, not completed ownership. It remained subject to definitive documentation, conditions and the treatment of convertible instruments.
Does the suspension mean Animoca has dropped its public-listing plans?
No. Animoca says it remains committed to relisting on a major public exchange and is continuing financial-compliance work. It has not named a replacement exchange, a transaction partner or a timetable.
What would need to happen if the companies reopen talks?
According to Currenc’s filing, a resumed proposal would still need further negotiation, due diligence, required approvals and definitive agreements. The previous term sheet does not guarantee that its terms, structure or timing would be retained.
Sources and further reading
These references support the factual context used in this article. Links open the original publisher.
- Animoca Brands and Currenc Group suspend merger discussionsAnimoca Brands · accessed 22 September 2026
- Currenc Group Inc. Form 6-K, September 2026U.S. Securities and Exchange Commission · accessed 22 September 2026
- Animoca Brands enters into Term Sheet with Nasdaq-listed Currenc GroupAnimoca Brands · accessed 22 September 2026
- Animoca Brands delays IPO plans, suspends merger talks with CurrencCoinDesk · accessed 22 September 2026
- Animoca puts Currenc merger on ice, delaying its Nasdaq debutTradingView / Cointelegraph · accessed 22 September 2026
- Animoca Brands suspends Currenc merger talks, keeps public listing plancrypto.news · accessed 22 September 2026
- DTCC Fund/SERV tokenized funds and Oasis Pro Markets explainedReddy News · accessed 22 September 2026
- SEC innovation exemption for tokenized NMS stocks explainedReddy News · accessed 22 September 2026
- Hashcats proof-of-work NFT on Robinhood Chain explainedReddy News · accessed 22 September 2026
- OpenSea Arc NFT support and Circle mainnet explainedReddy News · accessed 22 September 2026
