Currenc Group (CURR) risk factors, FY2024 10-K

Risks Related to Our Business, Industry, and Operations

1. 01We may fail to keep pace with rapid technological developments to provide new and innovative products and services or make substantial investments in unsuccessful new products and services
2. 02We face significant competition in the markets in which we operate, and we may fail to successfully compete against current or future competitors
3. 03If we fail to recruit new remittance partners and users or retain our existing remittance partners and users, our business and revenue will be harmed
4. 04Our business depends on our strong and trusted brands, and any failure to maintain, protect and enhance our brands would harm our business
5. 05Our services must integrate with a variety of operating systems, networks and devices
6. 06We are experiencing ongoing rapid change and significant growth in our business and we may not succeed in managing or expanding our business across the expansive and diverse markets in which we operate
7. 07Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations
8. 08The ability of our subsidiaries to effect cross-border payments and money transfers may be restricted by the foreign exchange control policies in the countries where we operate
9. 09We face risks in expanding into new geographic regions
10. 10Acquisitions, partnerships, joint ventures, entries into new businesses, and divestitures could disrupt our business, divert management attention and harm our financial conditions
11. 11Unauthorized disclosure of sensitive or confidential merchant, partner or user information or our failure or the perception that we failed to comply with privacy laws or properly address privacy concerns could harm our business and standing with merchants, partners and users
12. 12Failure to deal effectively with fraud, fictitious transactions, failed transactions or negative customer experiences would increase our loss rate and harm our business, and could severely diminish merchant, partner and user confidence in and use of our services
13. 13We have a limited operating history in new and evolving markets and our historical results may not be indicative of our future results
14. 14Our business model may change in the future and we may provide services that are not currently provided or planned for in our strategies
15. 15Our risk management system may not be adequate or effective in all respects
16. 16We require a significant amount of pre-funding in each market that we operate in order to facilitate our real-time foreign exchange services; insufficient pre-funding may result in an inability to complete real-time money transfer or exchange services on behalf of our customers
17. 17Increased adoption of the funding process Tranglo offers which relies on XRP may reduce our remittance revenue, and our business, financial condition and results of operations may be materially adversely effected
18. 18Recent volatility, security breaches, manipulative practices, business failure and fraud in the cryptocurrency industry may adversely impact adoption and use by customers of Tranglo’s ODL service, and as a result our business, financial condition and results of operations may be materially adversely effected
19. 19Our strategic partner, Ripple Labs Singapore Pte. Ltd., owns 40% of Tranglo and pursuant to a certain Shareholders’ Agreement, has certain contractual rights that could temporarily disrupt Tranglo’s existing business or prevent our ability to expand it
20. 20We are subject to risks associated with our Deed of Guarantee and the terms of thereof may contractually limit our ability to incur additional indebtedness
21. 21We rely upon the Internet infrastructure, data center providers and telecommunications networks in the markets where we operate
22. 22The digital wallet market in Asia is developing, and the expansion of our business depends on the continued growth of digital wallets, as well as increased availability, quality and usage of mobile devices and the Internet in Asia
23. 23A significant change, material slowdown or complete disruption in international migration patterns could adversely affect our business, financial condition and results of operations
24. 24We may fail to attract, motivate and retain the key members of our management team or other experienced and capable employees
25. 25An increase in the use of credit cards or bank transfers, or an increase in the use of digital currencies, as a means of payment in the markets in which we operate, may result in lower growth or a decline in the use of our services
26. 26Customer complaints or negative publicity about our customer service could reduce usage of our products and services
27. 27We may not be able to protect our intellectual property rights
28. 28Our quarterly and annual results of operations and operating metrics fluctuate significantly and are unpredictable and subject to seasonality, which could result in the trading price of our Ordinary Shares being unpredictable or declining
29. 29We may need additional capital but may not be able to obtain it on favorable terms or at all
30. 30We have limited business insurance coverage
31. 31We are subject to risks related to litigation, including intellectual property claims, consumer protection actions and regulatory disputes. Legal proceedings against us could harm our reputation and have a material adverse effect on our business, results of operations, financial condition and prospects
32. 32We expect that the number and significance of our legal disputes and inquiries will increase as we grow larger, as our business expands in scope and geographic reach, and as our products and services increase in complexity
33. 33An occurrence of a natural disaster, widespread health epidemic or other outbreaks could seriously harm our business, financial condition and results of operations
34. 34Changes in tax laws, tax incentives, benefits or differing interpretations of tax laws may harm our results of operations
35. 35We are a holding company and do not have any material assets other than the shares of our subsidiaries and any change in our ability to repatriate dividends or other payments from our subsidiaries could materially adversely affect us
36. 36We may cease to benefit from assets and licenses held by our subsidiaries that are critical to the operations of our business if our subsidiaries were to declare bankruptcy or become subject to dissolution or liquidation proceedings
37. 37Developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, may harm economies in Southeast Asia and the price of securities of companies operating in Southeast Asia, including the price of our Ordinary Shares
38. 38We conduct money transfer transactions through agents in some regions that are politically volatile or, in a limited number of cases, that are subject to certain OFAC restrictions
39. 39Our user metrics and other estimates are subject to inherent challenges in measuring our operating performance

Risks Related to Investments Outside of the United States

1. 40Changes in the economic, political or social conditions, government policies or regulatory developments in Asia could have a material adverse effect on our business and operations
2. 41Our revenue and net income may be materially and adversely affected by any economic slowdown in any regions of Southeast Asia as well as globally
3. 42Uncertainties with respect to the legal system in certain markets in Southeast Asia could adversely affect us
4. 43It will be difficult to acquire jurisdiction and enforce liabilities against our assets based in some Southeast Asian jurisdictions
5. 44Fluctuations in foreign currency exchange rates will affect our financial results, which we report in U.S. Dollars
6. 45Restrictions on currency exchange in certain countries may limit our ability to receive and use our revenue effectively
7. 46The ability of our subsidiaries in certain countries to distribute dividends to us may be subject to restrictions under their respective laws
8. 47You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are an exempted company under Cayman Islands law
9. 48Certain judgments obtained against us by our shareholders may not be enforceable

Risks Related to the Government Regulation Regulatory Framework Applicable to Us

1. 49Our business is subject to extensive government regulation and oversight across various geographies and our status under these regulations may change
2. 50We may fail to obtain, maintain or renew requisite licenses and approvals
3. 51As we expand our businesses, in particular our money service business, we may be required to obtain new licenses and will be subject to additional laws and regulations in the markets we plan to operate in
4. 52We are subject to anti-money laundering laws and regulations
5. 53A former director of one of our subsidiaries was required to resign his position by a local regulator

Risks Related to Our Organization and Structure

1. 54Our management team may not successfully or efficiently manage its transition to being a public company
2. 55We are an “emerging growth company,” and our reduced SEC reporting requirements may make our shares less attractive to investors
3. 56We will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations
4. 57We will need to improve our operational and financial systems to support our expected growth, increasingly complex business arrangements, and rules governing revenue and expense recognition and any inability to do so will adversely affect our billing and reporting
5. 58Our management has limited experience in operating a U.S.-listed public company
6. 59Following the completion of the Business Combination, after June 30, 2025, Currenc qualifies as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such Currenc will be exempt from certain provisions applicable to United States domestic public companies
7. 60The transfer of our Ordinary Shares may be subject to U.S. estate and generation-skipping transfer tax
8. 61An active market for our securities may not develop, which would adversely affect the liquidity and price of our securities
9. 62Our warrants are not currently listed on a national securities exchange
10. 63Our failure to meet Nasdaq’s continued listing requirements could result in a delisting of our shares
11. 64The market price of our Ordinary Shares may decline following the Business Combination
12. 65If securities or industry analysts do not publish research or reports about our business, if they change their recommendations regarding our Ordinary Shares or if our operating results do not meet their expectations, our Ordinary Shares price and trading volume could decline
13. 66Our Ordinary Share price may decline and you could lose all or part of your investment as a result
14. 67Because there are no current plans to pay cash dividends on our Ordinary Shares for the foreseeable future, you may not receive any return on investment unless you sell your Ordinary Shares at a price greater than what you paid for it
15. 68Our shareholders may experience dilution in the future
16. 69Future sales, or the perception of future sales, by us or our shareholders in the public market could cause the market price for our Ordinary Shares to decline
17. 70The exercise price for the public warrants and private warrants is $11.50 per ordinary share. There is no guarantee that the public warrants or private warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless
18. 71We may redeem the unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless
19. 72The future exercise of registration rights may adversely affect the market price of our Ordinary Shares
20. 73Future sales of Currenc’s Ordinary Shares may cause the market price of its securities to drop significantly, even if its business is doing well
21. 74Future resales of our Ordinary Shares may cause the market price of our securities to drop significantly, even if our business is doing well
22. 75Our Warrants may not be exercised at all or may be exercised on a cashless basis and we may not receive any cash proceeds from the exercise of the Warrants
23. 76We may from time to time need additional financing to fund operations and to expand our business, including to pursue acquisitions and other strategic opportunities