Aurum Advised on the Cross-Border Sale of a Virtual Asset Exchange and Acquisition of a Stake In A VASP-Licensed Exchange — Case Study

Overview

The transaction combined a sell-side divestment with an equity-for-stake component across jurisdictions. Beyond classic M&A mechanics, the deal required careful structuring around a regulated exchange business where business continuity, custody controls, and infrastructure governance are critical to value preservation and risk allocation.

The Challenge

Key complexities included:

• Two-leg structure across jurisdictions: aligning a cash sale with an equity component, with consistent conditions, deliverables - and closing logic.
• Regulated operating perimeter: addressing licensing, consents and risk allocation typical for exchange/VASP-related businesses.
• Operational transition risk: ensuring continuity of user balances and access, and maintaining control over technical infrastructure, wallets and governance.
• Coordinated diligence and closing readiness: running parallel diligence streams and translating diligence findings into executable closing deliverables.

Aurum’s Role and Approach

We advised on transaction design and led the structuring of a documentation and execution pathway capable of supporting signing and closing preparations across both legs of the deal.

What We Delivered

Our work included:

• designing the deal structure, transaction flow and key commercial/legal mechanics, including conditions precedent and sequencing;
• preparing the pre-signing documentation, including a Memorandum of Understanding and a binding Framework Agreement setting out transaction steps, diligence process, closing mechanics, and the required definitive agreements;
• choosing English law as the governing law for the transaction, ensuring enforceability and protection for parties;
• drafting the primary Share Purchase Agreement for the client’s sale-side leg;
• reviewing and negotiating the share transfer documentation for the equity component through which the client would receive a stake in the foreign exchange;
• coordinating and supporting due diligence (including facilitating counterparty diligence on the client and conducting diligence on the foreign entity);
• leading negotiation rounds with counterparty counsel through signing and closing preparations; and
• structuring the operational transition of the exchange business, including continuity of user balances, access and infrastructure controls, and transfer arrangements for wallets/multisig governance and virtual-asset payment flows.

Outcome

The transaction was structured and documented to preserve operational continuity, allocate regulatory and operational risks appropriately, and provide a workable, cross-border pathway to closing for a regulated exchange business involving both cash consideration and an equity component.

Key Takeaway

In exchange/VASP M&A, legal execution must be integrated with operational control transfer. A deal is only “closing-ready” when corporate mechanics, diligence, consents, and custody/infrastructure governance are aligned into a single, enforceable closing framework.