Animoca Brands and Currenc Pause Nasdaq Reverse Merger Plan

Animoca Brands and Currenc Group have mutually paused talks over a reverse merger that would have given the Hong Kong-based Web3 venture firm a back door onto Nasdaq, after an exclusivity period lapsed without a definitive agreement. The suspension, announced September 22, 2026, strips away the most concrete public-listing route Animoca had built to date, though the company insists it still intends to relist on a major exchange through other means.

A deal that was months in the making

The arrangement traced back to a non-binding term sheet first signed on November 2, 2025. Under that structure, Animoca shareholders were expected to end up holding roughly 95% of the combined entity, with existing Currenc investors retaining about 5% — a classic reverse-merger split in which the smaller, already-listed company (Currenc) supplies the Nasdaq ticker while the larger private firm (Animoca) supplies the bulk of the business and shareholder base.

The two sides extended exclusivity once, in May 2026, pushing the deadline to June 30, 2026, as due diligence and documentation work dragged on. The original target was to close the transaction in the third quarter of 2026. That window has now passed with no signed agreement, and the exclusivity period has simply expired rather than been renewed again.

Reverse mergers of this kind have long served as a faster, cheaper alternative to a traditional initial public offering, letting a private company assume the listing status of an existing public shell. For a firm like Animoca, which has built a large portfolio of gaming, NFT and blockchain infrastructure investments, the appeal was straightforward: instant access to Nasdaq without navigating a full IPO process from scratch.

What the pause actually means

Suspending the talks does not kill the possibility of a future deal — both companies have left the door open to resuming discussions. But for now, it removes the single most direct path Animoca had toward US public markets. Currenc, meanwhile, is freed to pursue its own financing plans without being tied to a merger partner’s timeline or terms.

Animoca’s Executive Chairman Yat Siu framed the pause as a matter of preserving flexibility rather than abandoning ambition. According to the company, Animoca is prioritizing corporate flexibility and is currently preparing FY2024 audited financial statements as part of the compliance groundwork needed for a future relisting on a major exchange. That detail matters: audited financials are a prerequisite for almost any serious public-listing process, whether through a reverse merger, a direct listing, or a conventional IPO, so the work isn’t wasted even though this particular deal has stalled.

No replacement transaction or new listing timetable has been announced. That leaves Animoca in a holding pattern familiar to many crypto-native firms that have tried to bridge the gap between private, venture-backed structures and the disclosure-heavy world of public markets. The broader digital-asset industry has seen a wave of firms testing different routes onto US exchanges in the past year, from direct listings to SPAC-style vehicles, with mixed results and timelines that frequently slip.

The episode also arrives against a backdrop of intensifying regulatory attention on crypto-linked companies operating in the US. Exchanges and other digital-asset firms have faced scrutiny ranging from sanctions compliance — as seen in the Manhattan prosecutors’ involvement in a Binance-related Iran sanctions probe — to product-specific warnings, such as the CFTC’s caution about manipulation risk in so-called mention-market contracts. None of that directly touches the Animoca-Currenc talks, but it underscores the heightened compliance bar any crypto firm faces when seeking a US listing today.

What to watch next

Investors and industry observers tracking Animoca’s public-market ambitions should watch for a few concrete markers in the coming months:

• Whether Animoca completes and publishes its FY2024 audited financial statements, a step the company has flagged as part of its compliance preparation.
• Any announcement of a new listing vehicle, exchange, or timetable now that the Currenc path has stalled.
• Whether Currenc pursues independent financing or seeks a different merger partner on Nasdaq.
• Whether the two companies resume talks, since both have kept that possibility open rather than formally terminating the relationship.

The broader listing environment for crypto firms continues to shift alongside institutional flows into the sector, illustrated recently by Bitcoin ETFs posting their largest single-day inflows in nearly a year. How quickly firms like Animoca can meet the disclosure and audit standards required for a US listing will likely shape whether such capital-market interest translates into new public offerings from the sector, or whether more companies simply remain private while regulatory and compliance groundwork continues in the background.

Source: CryptoSlate

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