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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

Crypto M&A Snapshot

Week of July 8 – July 14

Eric F. Risley
July 14, 2024
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While micro-scaled, small M&A transactions can offer informative M&A market signals when reasonably complete information is disclosed.

 

This week DeFi Technologies (“DeFi Tech”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a Canadian publicly traded company announced the execution of a letter of intent to acquire Stillman Digital (“Stillman”).  Stillman Digital offers crypto asset liquidity and fiat<>crypto<>fiat onboarding and offboarding services to large institutional and high-net-worth investors, both as a principal and agent.  Given that DeFi Technologies is publicly-traded, information disclosure requirements all us to better understand the acquirer and the business being acquired.

 

First, the consideration paid by DeFi Tech to Stillman shareholders is 100% common stock.  This is not unusual, however, we generally characterize accepting buyer equity in consideration as “buying rather than selling”.  In other words, Stillman shareholders are exchanging the risks and rewards of their own business for those of the acquirer, in this case DeFi Tech.  Again, not necessarily a bad fact, but this is practically not an “exit” for Stillman shareholders.  This is further reinforced by the transaction structure where 40% of the consideration is held back to be released over the course of a year.

 

Second, the value of consideration always requires context to allow a proper assessment of what we often refer to in shorthand as “valuation”.  It’s a bit confusing as valuation can be considered the headline consideration paid number, in this case, a micro-scaled $3.1M.  However, we think in terms of relative value, that is considering the consideration paid relative to the key metrics of the business being acquired.  In this case, analyzing the disclosed operating data disclosed of Stillman, it appears that Q1 2024 revenue was $1.525M on $4B of trading volume, or 3.8 Bps.  If one were to be generous and calculate annualized revenue off Q1 2024, that’s a $6.1M run rate.  This suggests an equity value / run rate revenue of 0.5x.  For context Coinbase and Galaxy Digital trade at 8.7x and 6.3x respectively on a roughly equivalent metric, enterprise value / 2024E revenue.