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Swyftx Acquires Caleb & Brown
Swyftx Acquires Caleb & Brown

Transaction Overview

On July 1st, 2025, Swyftx, one of the largest Australian cryptocurrency exchanges, announced a definitive agreement to acquire Caleb & Brown, a high-net-worth-focused crypto brokerage, for an undisclosed amount.

 

Target: Caleb & Brown

Caleb and Brown is a Melbourne-based, high net worth focused crypto brokerage that specializes in personalized trading services across the digital asset landscape. Caleb & Brown focuses on the relationship model used successfully across traditional  financial services – every client that comes onto their platform gets assigned a broker to assist them in executing trades  and handling all customer service needs. Caleb and Brown’s core services include 1) Brokerage Services, which provide personalized 24/7 trading support for 250+ digital assets, 2) an OTC Desk, which provides high volume trading solutions with deep liquidity and competitive pricing, 3) the Caleb and Brown Asset Management, an actively managed crypto asset fund for accredited investor, 4) crypto custody. 

 

The business has more than AUD $2 billion of digital assets under custody and was founded by Rupert Hackett and Dr. Prash Puspanathan in 2016. C&B is led by CEO Jackson Zeng and has 64 team members across both Australia and the US. Caleb & Brown has not raised any outside capital. 

 

Architect Partners’ Observations

Architect Partners acted as the exclusive financial advisor to Caleb & Brown. 

 

Swyftx’s acquisition of Caleb & Brown marks the largest acquisition targeting high net worth crypto investors. It also reflects two important shifts in the evolution of crypto exchanges, particularly within the ANZ region.

 

First, high-net-worth client service is becoming a strategic differentiator. Exchanges are beginning to recognize that personalized brokerage and deep client relationships offer a competitive advantage while greatly reducing attrition. This is a model that high-net-worth clients are accustomed to in their financial lives. Caleb & Brown’s approach, which assigns a dedicated broker to every client, stands apart from the high-volume, low-touch models that dominate the market. Swyftx gains access not only to clients but also to an established business model that emphasizes trust, service, and retention in a way few crypto exchanges have pursued.

 

Second, this is a milestone moment for ANZ crypto M&A. While there have been many plays for global expansion by exchanges, this is the first of its kind in Australia moving into the US, signaling that the region is entering a more active phase of market maturity. 

 

We believe this transaction will serve as a catalyst for further strategic activity to expand globally and to augment services as companies seek differentiation in both product and customer segments.

 

Strategic Rationale

Swyftx is acquiring Caleb & Brown to expand into the United States via C&B’s regulatory framework, and to acquire the relationship model inherently required with a higher-tier customer base. This acquisition will grant Swyftx entry into the U.S. 12 to 24 months faster than otherwise possible organically. Furthermore, the acquisition diversifies Swyftx’s primarily retail client base to include 25k+ high net worth individuals in numerous countries. 

 

“Caleb & Brown has quietly established one of the most impressive brokerage offerings in the world, with a heavily differentiated private client service. We see enormous growth potential.” – Jason Titman

Alerts

OSL Group Acquires Banxa Holdings (TSX.V: BNXA) for CAD $1.55, approximately $62M USD

John Kennick
June 29th, 2025
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Transaction Overview

On June 27th, OSL Group (HKEX: 863.HK), a crypto exchange headquartered in Hong Kong, has acquired Banxa Holdings (TSXV: BNXA), a leading fiat-to-crypto payments provider, for CAD $1.55 per share in cash, a total transaction value of USD $62M. The deal represents an 80% premium over Banxa’s 30-day VWAP and nearly 5x the stock’s price just nine months ago, providing real value to shareholders.

 

Target: Banxa Holdings

Banxa facilitates the conversion of fiat money into a variety of crypto assets and back again, effectively bridging between traditional financial systems and crypto. Banxa delivers these capabilities to crypto exchanges, crypto wallets, and a wide variety of Web3 dApps located across the globe, allowing consumers from over 150 countries access to these products and services.

 

They also offer a fiat-to-NFT checkout for marketplaces and a developer toolkit that bundles KYC, payments, and compliance infrastructure for Web3 applications.

 

The company’s key competitive moat is its global regulatory footprint. It holds licenses in multiple major jurisdictions, including 37 U.S. Money Transmitter Licenses (MTLs), an Australian digital currency exchange license, a Canadian Money Services Business (MSB) license, a Lithuanian digital asset license, a Dutch crypto services license, and a UK crypto asset service provider registration.

 

Top competitors for Banxa are other crypto on / off ramp providers like Moonpay, Transak, Ramp Networks, Xanpool, and ZeroHash. All of these groups are very well-financed private companies.

 

Banxa was founded in 2014 by Domenic Carosa and the current Co-CEO, Holger Arians. The company went public on the Toronto Stock Exchange on January 6th, 2021, and was the first publicly traded payment service provider in digital assets. Top shareholders include Domenic Carosa (Founder), Antanas Guoga (Board Chairman), Zafer Qureshi (Co-CEO), and Holger Arians (Co-Founder & Co-CEO). 

 

Buyer: OSL Group

OSL Group (HKEX: 863.HK) is a Hong Kong-based, SFC-licensed crypto exchange that offers trading, insured custody, and white-label crypto payments infrastructure for institutional and retail clients, globally.

 

OSL’s business primarily consists of OTC trading, a request-for-quote platform, an exchange, and its custody business. Supplemental to that, they have white-label exchange and broker technologies enabled by APIs. The company is planning to roll out additional product lines like derivatives trading, staking, off-exchange settlement, structured crypto products, and crypto payment services (including onramp, offramp). 

 

OSL Group has shown significant growth. Revenue has increased from approximately $9M in 2022 to $48.3M in 2024, representing a compound annual growth rate (CAGR) of 130%. Between 2023 and 2024 alone, revenue grew 78.6% year-over-year. The business also moved from a net loss in 2023 to a net profit of $7.1 million in 2024, reflecting a 15% net profit margin. In addition, OSL recorded $12.9B in transaction volume and $644 million in assets under custody. The company’s market capitalization as of Jun 26th, 2025, stands at $1.1B USD, and its enterprise value is around $1.04B. Based on LTM revenue of $48M USD, OSL Group has an LTM EV / Revenue multiple of 21.9x.

 

Transaction Parameters

OSL Group acquired Banxa for CAD $1.55, for a total consideration of CAD $85.2M in all cash, representing a premium of 80.2% from the 30-day volume-weighted average trading price of shares ending on June 25th, 2025. Banxa currently has an LTM Gross Profit, its best proxy for revenue, of $17.9M, placing this transaction at a 3.6x EV / Revenue multiple. While this company traded at a relatively low multiple of revenue, it was within the top 5% of take privates based on the 80% premium paid. Overall it was a great outcome for shareholders.

 

Following the announcement of the transaction, Banxa’s stock rose 15.3%, to CAD $1.20, while OSL Group’s stock remained flat with a 0.14% decline. 

 

Previous comparable transactions include: Helio | Moonpay ($175M, M&A Alert here), PayPal | Curv ($200M, M&A Alert here), Simplex | Nuvei ($250M, M&A Alert here), and Voyager Digital | Coinify ($85M, M&A Alert here).

 

Strategic Rationale

 

Why Banxa?

In a crowded field of fiat-to-crypto on/off-ramp providers, OSL selected Banxa for its unmatched regulatory license coverage, strong conversion performance, deep relationships with banks, payment processors, and compliance partners, its ability to accelerate the rollout of OSL Pay, and a compelling relative valuation.

 

Bridges Fiat-to-Crypto Payments For OSL’s Pay Platform

Banxa enables seamless crypto-to-fiat currency conversion through API-integrated technology used by exchanges, wallets, NFT platforms, and Web3 applications. This will serve as a core foundation for OSL Pay, OSL’s strategic initiative to integrate digital assets into traditional financial systems.

 

Accelerating Global Regulatory Reach

Banxa’s portfolio of licenses enables OSL to operate in key jurisdictions. This includes 37 U.S. Money Transmitter Licenses, which grant OSL an entry into the U.S. market. Additional licenses across Europe, Canada, and Australia support broader international expansion.

 

Deep Payment Relationships

Banxa’s payments network and trusted relationships with banks, payment processors, and compliance providers give OSL the ability to scale a regulated digital asset platform across both institutional and retail markets. 

 

Architect Partners’ Observations

This deal illustrates four themes we see defining digital asset M&A:

 

  1. Regulation is a strategy
    Companies are no longer buying tech — they’re buying market access. Banxa’s licenses represent a regulatory moat that is difficult to replicate, particularly for non-Western acquirers.

 

  1. Fiat ramps are the next API economy
    “On/off ramps” sound technical, but the real story is their business value: enabling the next billion users to pay, invest, or interact with digital assets as easily as fiat-based e-commerce.

 

  1. Public buyers have the edge in crypto consolidation
    OSL’s profitability, exchange listing, and clarity with regulators enable it to move decisively. As the industry matures, we expect public players to be increasingly active consolidators.

 

  1. The stablecoin boom requires reliable fiat gateways

With the meteoric rise of stablecoins as the backbone of digital commerce and cross-border payments, fiat on-off ramps have become critical infrastructure. They are the connection between real-world money and stablecoin utility, powering remittances, trading, savings, and everyday commerce. Banxa is ideally positioned at this junction.

 

Why It Resonates With the Market
This isn’t just another crypto acquisition. It’s a strategic move into the core financial plumbing of the future, enabling compliant, global payments across a fragmented regulatory landscape.

 

The transaction reflects a premium outcome for Banxa shareholders despite recent financial losses, signaling OSL’s strong belief in the long-term value of regulated infrastructure. 

 

We believe this transaction sets a precedent for future cross-border digital asset M&A where regulatory positioning, not just revenue, defines value.

 

Sources 

PitchBook, Banxa Press Release, OSL Announcement