Animoca's Nasdaq Backdoor Closed on Sept. 22. The 95/5 Split Ran Out of Time.
Animoca Brands and Currenc Group shelved a reverse merger that would've handed Animoca 95% of a Nasdaq-listed shell and Currenc investors a 5% sliver. The economics of going public just got more expensive, and the clock was the whole story.
I watch crypto listing vehicles the way some people watch box scores. So when Animoca Brands and Currenc Group announced on Sept. 22 that they were suspending their reverse merger, I didn't flinch. I just wanted to know what actually changed.
Here's the short version. The deal is parked, not dead. And the reason is boring, which is exactly why it matters.
The math behind the 95/5 split
The structure had Animoca shareholders owning roughly 95% of the combined company. Currenc's existing investors would keep about 5%. Read that twice. This wasn't a merger in any traditional sense. It was Animoca buying a Nasdaq shell and handing the sellers a sliver of the upside.
That split tells you who had tap into.
The non-binding term sheet landed on Nov. 2, 2025. By May, the two sides extended exclusivity through June 30 and kept a target of closing in the third quarter. That's about eleven months from handshake to a deadline that quietly passed. Reverse mergers are sold as the fast lane to a public listing. They aren't. Not when you're stacking due diligence, definitive documentation, corporate approvals, regulatory sign-off and a court process on top of each other.
Animoca cited projected closing timelines and shifting market conditions. Currenc said pausing gives it room to raise capital for growth and operations without waiting on the merger. Translation: the deal stopped being worth the delay.
And there was no binding agreement. That's the detail that keeps getting buried. After all that time, key transaction terms stayed unresolved. Yat Siu, Animoca's co-founder and executive chairman, said the company holds the proposed merger in high regard but that "our corporate agility must take precedence." That's a polite way of saying the schedule stopped working.
So who wins here? Nobody, yet. That's the point.
What this says about crypto's public markets
Crypto companies want public listings for three reasons. Access to capital. Liquidity for early backers who've been locked up for years. And a credibility badge that makes institutional money less nervous. When IPO windows narrow, the reverse merger becomes the workaround. You don't need a roadshow. You need a shell and a signature.
But the economics are tighter than people think. A 5% stub for Currenc holders is basically a finder's fee paid in equity, and it's only worth something if the deal closes. With talks suspended, that 5% is now optionality and not much else. Currenc can go raise money, which is good for the company and potentially dilutive for anyone holding that stub if talks ever restart.
Animoca keeps its options. It's preparing FY2024 audited financial statements as part of a broader compliance push. That's the unglamorous work that actually decides whether a major exchange will list you. Audits and disclosure hold up. Vibes don't.
There's also the matter of Animoca's separate ambitions. Word is it's been in preliminary talks to launch an IPO in a crypto-friendly jurisdiction at a valuation around $6 billion. So the company had two doors open, an IPO and a Nasdaq shell, and one of them just clicked shut. No replacement deal, exchange or timetable has been disclosed since.
The bigger signal is this. Crypto's public listing pipeline is more fragile than the headlines suggest. Deals that look inevitable in a term sheet can stall for a year and dissolve over scheduling. And the companies that survive that grind are the ones with clean books and patience.
My read
Don't trade this headline. There's nothing to trade. A suspended merger isn't a failed one, and both sides left the door open. But don't mistake optionality for momentum either.
Watch two things instead. First, the audit. The moment Animoca files FY2024 numbers with a real exchange, that's the story. Second, Currenc's next capital raise. If it moves fast, that tells you how badly it needed the merger off its books.
Here's the thing people keep forgetting about going public. It's not a moment. It's a sequence of compliance steps that either happen on schedule or they don't. Animoca has been trying to get back to public markets for a while now, and every year of delay is a year of foregone liquidity for its shareholders.
That's the real cost. Not the headline. The clock.
Animoca still has a path. Yat Siu said the agility matters more than the specific vehicle. Fair enough. But agility without a closing date is just another way of saying the finish line moved again. Follow the paperwork, not the press release.
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Following the laws and regulations that apply to financial activities, including crypto.
Ownership stake in a company, represented as shares of stock.
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