Platform for cryptoasset exchange
We advised an e-money institution, on the structuring and execution of a multi-stakeholder equity investment, aimed at financing the development and European rollout of a MiCA-compliant stablecoin platform.
The transaction involved two institutional investors-who committed a combined increase in new capital via a capital increase, alongside pro-rata participation from existing shareholders and SAFE conversion instruments. We provided end-to-end legal advisory, including investment documentation, corporate restructuring, and protection of founder control rights.
We structured the equity investment through a capital increase, ensuring full alignment with polish corporate law and FinTech-specific regulatory constraints.
We drafted and negotiated the full term sheet, investment agreement, and annexes. We advised on the design of a robust corporate governance framework balancing investor protections with founder and management control, including: board composition rules, qualified majority rights, personal rights for strategic appointments, tag-along / drag-along provisions, anti-dilution protections based on weighted-average formulas.
We coordinated the legal aspects of investor onboarding and capital increase procedures with supervisory notification requirements.
Our legal work ensured that the investment was not only legally robust and regulator-ready, but also structured to preserve founder control, but also prepare the company for future institutional rounds.
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We are advising a Lithuanian-licensed Electronic Money Institution, on the design and full regulatory implementation of its euro denominated Electronic Money Token (EURM) in compliance with EU Markets in Crypto Assets Regulation (MiCA).
We advised a polish comapny on obtaining Bank of Lithuania approval for the acquisition of 100% of the shares in a licensed Electronic Money Institution (EMI). Our work focused on the preparation of a comprehensive change of control application package, including ultimate beneficial ownership, financial standing, business plan impact, source of funds, and fit and proper assessments for management and key function holders. We also coordinated all regulator Q&A and ensured the submission met the highest supervisory standards.