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Animoca shelves a reverse merger that implied it was worth 19 times Currenc

The November term sheet would have left Currenc's own shareholders with 5% of the combined Nasdaq company. Animoca says it still wants a listing. Its 2024 audit is still being prepared.

The Investor · Invest desk

Illustration accompanying Animoca shelves a reverse merger that implied it was worth 19 times Currenc

What happened

  • Animoca Brands and Currenc Group said Tuesday they had mutually suspended their proposed reverse merger after reviewing market conditions and the deal's projected closing timelines.
  • The original structure had Currenc acquiring Animoca through an Australian scheme of arrangement, leaving Animoca shareholders with roughly 95% of the combined company and Currenc holders about 5%.
  • Animoca published audited 2023 financial statements on 17 July, its second audit release of 2026, and said work on the 2024 audit is underway.

Compiled by The InvestorSomething wrong?How this is made

Why it matters

  • constraint Without a listed counterparty to merge into, the date of any Animoca listing is set by whoever signs off its 2024 accounts, and that work is still in progress.
  • decision Currenc's shareholders keep all of a small Nasdaq company instead of 5% of a much larger one, so the tokenization work it has been signing is what now has to fund it.
  • precedent Because the deal is suspended and not terminated, any future Animoca approach to a listed partner starts from a published 95/5 reference split.

Ninety-five percent of the combined company to one side and about five to the other implies, on the share split alone, that the parties were pricing Animoca's equity at roughly 19 times Currenc's [4][16]. Neither company disclosed a valuation for either business. What Animoca was buying was a Nasdaq quotation for a portfolio of more than 600 digital-asset companies that would have kept the Animoca Brands name, and the consideration was 5% of the combined equity [5][4].

The schedule had room in it. The non-binding term sheet dates from 3 November 2025, the exclusivity window was extended to 30 June 2026, and the long stop sat at 31 December, about 14 months after the announcement [3][6][17]. In May, Currenc said closing was targeted for the third quarter [6]. The parties suspended instead [1].

Both companies said the time still needed no longer fitted their short- and medium-term strategic goals, and Cryptopolitan reported that the review found the closing timeline did not align with what they called "evolving market conditions" [2]. The audited record gives a second reading. Animoca published its 2023 financial statements on 17 July, its second such release of 2026, with the 2024 audit in preparation, so the most recent audited year available when talks stopped was 2023 [8][19]. In 2022 the Australian Securities and Investments Commission convicted and fined the company over annual reports for 2019 through 2021 that it had not lodged [9].

"As we advance the comprehensive audit processes required to meet the rigorous compliance standards of a major public exchange, we will continue to pursue optimal routes to a public listing," said Yat Siu, Animoca's executive chairman [10]. The company also said it "remains fully committed to relisting on a major public exchange" [15].

In my view the binding item is the unfinished audit: a Hong Kong investment and gaming company whose 2024 accounts are still being prepared cannot hand a counterparty a closing date [8][14]. The counter-thesis belongs to Currenc. Currenc tokenized its own ordinary shares on Ethereum and Solana through Securitize in April, among the first Nasdaq-listed firms to do so, and its Currenc Capital subsidiary has since signed a consulting agreement to help Nasdaq-listed Mint tokenize a slice of its shares [12][13].

The deal could return before the long stop on something close to the original split. Or Animoca finishes the 2024 audit and applies to an exchange on its own accounts, which is the reading Siu's "optimal routes" language supports [10]. Or the suspension holds and the company stays private, six years after the ASX removed it in March 2020 [11][20]. If the merger is revived before 31 December with the 2024 audit still unfinished, the constraint all along was pricing.

What to watch

  • Whether the parties revive the merger before the 31 December long stop, and on what equity split.
  • Publication of Animoca's audited 2024 financial statements, which Siu ties to a listing route.
  • Whether Currenc's tokenization work wins further mandates after the Mint consulting agreement.
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