Animoca Brands and Currenc Group have suspended talks on the reverse merger that was meant to take the Hong Kong crypto investor onto Nasdaq by the end of 2026, with Animoca still short of the audited accounts the deal required it to file.
The companies gave a timing reason: the time needed to finish the transaction no longer fit either side’s strategic goals. The original term sheet shows what had to happen within that time. Before the merger could close, Animoca had to lodge audited financial statements for four financial years. It has so far published two and says it is still preparing a third.
Animoca announced the suspension on September 22, 2026, describing it as mutual. The parties may resume talks “if and when conditions permit,” the company said, adding that it remains fully committed to relisting on a major public exchange.
A Deal Announced Ten Months Ago
The plan was announced on November 3, 2025. Under a non-binding term sheet, Currenc, a Nasdaq-listed fintech company incorporated in the Cayman Islands, would acquire all of Animoca’s shares through an Australian scheme of arrangement, a court-supervised process for transferring a company’s shares, paying in newly issued Currenc stock.
Animoca’s shareholders would have owned about 95% of the combined company, and Currenc’s existing shareholders about 5%. The structure is known as a reverse merger: the smaller listed company technically acquires the larger private one, giving the private company a stock-market listing without a traditional initial public offering.
Yat Siu, Animoca’s co-founder and executive chairman, said at the time that the merger would create “the world’s first publicly-listed, diversified digital assets conglomerate.” The companies said they expected to complete the deal by the end of calendar 2026.
Four Years of Audits
The term sheet set out conditions for closing. Alongside shareholder votes, Australian court approval, and regulatory sign-offs, it required Animoca to lodge audited financial statements with the Australian Securities and Investments Commission for the financial years ended December 31, 2022, 2023, 2024, and 2025.
Today’s announcement describes where that work stands. Animoca said it issued its FY2023 audited financial statements on July 17, 2026, and that these were the second set of audited accounts it has released this year. It said it is “actively progressing” the preparation of its FY2024 audited statements. The announcement does not mention audited accounts for FY2025.
Animoca did publish an investor update for the year ended December 31, 2025, on September 8. That was a performance update rather than audited financial statements.
With the end-2026 target a little more than three months away, two of the four required years remained unaudited. Neither company has linked the suspension to the audits directly. Their joint explanation was that “the estimated interim period required to finalize the transaction does not align with their respective short- and medium-term strategic goals,” following a review of projected closing timelines and what they called evolving market conditions.
What the Companies Said
Siu framed the decision as a choice to preserve flexibility. “While we hold our proposed merger with Currenc Group in high regard, our corporate agility must take precedence,” he said. He described Animoca as acting “from a position of significant operational strength,” and said the company would “continue to pursue optimal routes to a public listing.”
Animoca described the audits as part of its “financial compliance roadmap,” calling completion of the FY2023 and FY2024 reports important milestones in meeting the standards of a major exchange.
Currenc had not issued its own statement on the suspension at the time of writing.
What the Term Sheet Left Unresolved
The term sheet was non-binding, and the companies never announced a definitive agreement. It gave both sides three months of exclusivity from November 3, 2025, a window that closed in early February.
It also set break fees of $5 million payable by Animoca or $2.75 million payable by Currenc, but those applied under a binding implementation agreement in circumstances such as a board withdrawing its recommendation or failing to meet a condition. Neither company has announced such an agreement, and today’s release does not mention any fee.
The term sheet placed conditions on Currenc as well. Before closing, Currenc was required to discharge its existing debts, replace its senior management with Animoca’s nominees, and settle any amounts ordered to be paid to Ripple Markets APAC Pte. Ltd.
Animoca’s Route Back to Public Markets
Animoca is among the most prolific investors in the crypto industry, with a portfolio it says covers more than 600 companies and digital assets. Its own projects include Moca Network, Open Campus, and the metaverse game The Sandbox.
The company has not said which exchange or route it will pursue next. Its announcement said it would continue to work through the audit process required by “a major public exchange,” without naming one, and without giving a timeline for its FY2024 or FY2025 accounts.
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