Digital asset and blockchain gaming leader Animoca Brands has announced a significant step toward a potential U.S. stock market debut. The company has entered into a non-binding term sheet for a merger with Currenc Group Inc., a firm already listed on the Nasdaq exchange.

Details of the Proposed Transaction

If the deal moves forward to a binding agreement, Currenc Group would acquire 100% of the issued shares in Animoca Brands. In exchange, Animoca’s shareholders would receive newly issued shares in Currenc, effectively owning approximately 95% of the combined entity. The remaining 5% would be held by Currenc’s existing shareholders.

The proposal also outlines a plan to create a new class of ordinary shares for Animoca’s co-founder and executive chairman, Yat Siu, and entities under his control. Other shareholders of Animoca Brands would receive standard Currenc ordinary shares.

A Conditional Path Forward

Both companies stressed that the term sheet is preliminary and non-binding. The transaction is contingent on several critical steps, including the satisfactory completion of due diligence by both parties, securing board approvals, and obtaining necessary shareholder and court approvals in Australia. There is no guarantee that a final, definitive agreement will be reached.

Should all conditions be met, the merger is expected to be completed by the end of 2026. The move would see Animoca Brands become part of a combined group listed on Nasdaq, potentially after a corporate restructuring by Currenc to facilitate the deal.

Strategic Rationale for the Merger

Animoca Brands framed the potential merger as a way to unlock greater liquidity and broaden its investor base. A Nasdaq listing would provide access to a liquid trading vehicle, enhance its appeal to institutional investors, and potentially open up larger pools of capital for improved financial flexibility.

The new corporate structure would also better align with Animoca’s global operations. Headquartered in Hong Kong, the company has a vast international footprint with a relatively small presence in Australia. If the transaction proceeds, the business would ultimately be owned by Currenc, a holding company incorporated in the Cayman Islands—a common structure for foreign entities listed on U.S. exchanges.

Yat Siu called the potential deal “sufficiently compelling” to proceed with due diligence, expressing excitement about collaborating with Currenc to bring Animoca Brands to Nasdaq. For its part, Currenc noted that the merger represents a “transformative milestone” designed to give its own investors ownership in a global leader in the digital asset economy.

Animoca Brands has built an extensive portfolio in the blockchain sector, with stakes in over 600 companies and digital assets, including prominent platforms like The Sandbox, Moca Network, and Open Campus. For now, the company has advised its shareholders that no immediate action is required. If a definitive agreement is signed, a shareholder meeting will be convened and a detailed Scheme Booklet will be issued.