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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 September 15 – September 21

Eric F. Risley
September 21, 2025
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September 15th – September 21th

PERSPECTIVES by Eric F. Risley 

 

Traditional financial services continue to embrace crypto globally.

 

This week, UK-based IG Group acquired Independent Reserve for an implied total enterprise value of $117M as the headline. However, in M&A transactions, structure matters, which we’ll get to below.

 

IG Group offers active, retail trader-focused online equity, options, and futures trading products under the Tastytrade brand and, more recently, via the Freetrade brand through an acquisition earlier this year. IG Group began bolstering its nascent crypto-trading offering in May 2025 through a partnership with Uphold’s crypto-as-a-service product. The acquisition of Independent Reserve substantially augments IG Group’s crypto business with 129,000 funded accounts, $23M in last-twelve-months revenue, and clients in Australia and Singapore.

 

While headlines are great, the details matter more. In this case, IG Group is acquiring only 70% of Independent Reserve, and a portion of the closing consideration is being held back and is contingent upon performance in the fiscal year ending June 30, 2026. IG Group has the option to acquire the remaining 30% stake in the future, with the purchase price dependent on financial performance in fiscal years 2027 and 2028.

 

Bottom line: the actual consideration at closing is $72M for control of a business that generated $23M in revenue over the past twelve months, a modest 3.1× revenue multiple. Yes, the structure allows for future payments, the amount of which will depend on future performance. This may result in a higher valuation multiple in retrospect.

 

Why this structure? Almost certainly to bridge a gap between the valuation expectations of the acquirer and the seller. In M&A, there are many ways to create structures that can be win-win if certain future events unfold. In this case, IG Group can acquire the remaining 30% ownership stake at pre-negotiated values that vary with financial performance over the next three years. The shareholders of Independent Reserve are effectively putting that future consideration at risk because they believe they can perform well and “earn” an even better outcome. The nuances here are only partially disclosed, so it’s impossible for an outsider to assess the specifics. However, these types of structures, and the required leap of faith, can be an effective mechanism to align buyer and seller needs.