From Gray Zone To Wall Street: Spartan Group’s Co-Founder On How Crypto’s M&A Boom Is Reshaping The Global Finance Landscape

Crypto strikes quick — however one a part of the trade not often makes headlines: the M&A offers quietly reshaping it. While token launches and worth cycles dominate the dialog, a parallel story of consolidation, cross-border acquisitions, and institutional dealmaking has been accelerating within the background. According to PitchBook information, crypto M&A reached a record $8.6 billion throughout 267 offers in 2025 — almost quadruple the worth recorded the yr prior. The message is obvious: crypto is not simply constructing — it’s consolidating.

Few persons are higher positioned to elucidate what that truly appears to be like like on the bottom than Casper Johansen, Co-Founder and Partner at The Spartan Group, one of the crucial established crypto-native advisory corporations globally. With near a decade advising on M&A, token launches, and OTC transactions throughout the Americas, Europe, and Asia Pacific, Casper has a front-row seat to how offers get accomplished on this trade — and why so many don’t.

In this interview, he discusses how crypto M&A differs from conventional dealmaking, why the alternate and brokerage sector is driving essentially the most consolidation proper now, how founders ought to strategy promoting their firms, and why the strains between crypto, fintech, and conventional finance have gotten more and more arduous to attract.

M&A and consolidation in crypto isn’t one thing that will get talked about fairly often — are you able to clarify what it really appears to be like like in apply, and the way Spartan approaches it?

Over the final 18 to 24 months or so, we’ve seen an growing quantity of M&A exercise in crypto. One of the catalysts that began it was the IPO market within the US opening up, which mainly meant that firms that had IPO’d, or needed to IPO, wanted to exhibit progress — inorganic progress — which permits them to develop faster. It’s a lot faster to purchase one thing than to construct it. 

At the identical time, one of many issues that had been holding crypto M&A again was that loads of instances the offers are a mixture of money and fairness that the vendor will get paid in. For a very long time, sellers had been hesitant to take the fairness as a result of they didn’t know after they would have the ability to exit and promote that fairness. But now, with the IPO market opening up and the general public markets being extra accessible, persons are extra snug taking shares as effectively. 

So sure, there’s loads of M&A happening. It’s a really lively market, and a few of it’s consolidation — by consolidation, I imply comparable trade or sector gamers buying one another. But there’s additionally what I might describe as extra enlargement, the place one sort of firm buys into a distinct product, geography, or vertical that they’re not at the moment in, via M&A.

How does a Web3 M&A deal differ from a conventional M&A deal?

There are some billion-dollar offers in crypto, however usually they’re within the tens of hundreds of thousands, typically a whole bunch of hundreds of thousands. So on common, they’re smaller than conventional markets as a result of it’s an earlier-stage sector. 

Another distinction is that the crypto firms being bought have typically been round — proper now, sometimes — wherever from six to 10 years, which in comparison with conventional sectors is a comparatively brief timeline. They are likely to exit a bit earlier. The founders are usually, in lots of circumstances, first-time founders, they usually are usually youthful. There is usually added complexity in {that a} goal firm might need its personal token, or be planning to launch one, in order that must be considered. 

These offers are additionally typically very worldwide or cross-border, whereas in conventional markets you extra generally see consolidation and M&A inside a rustic or area. In crypto, it’s nearly at all times worldwide — the businesses and their groups are positioned all around the world.

Is your deal movement actually international, or does Spartan’s robust Asia presence imply the pipeline skews towards the area?

We get loads of our offers via referrals, and a few come from firms and founders we actively search out. But as you stated, it truly is a world sector. In any given yr there is likely to be a skew, however usually our enterprise could be roughly a 3rd within the Americas, a 3rd in Europe, and a 3rd in Asia Pacific by way of the purchasers we work with. That means we’re very used to working throughout as many as 15 or 16 hours of time zones, coordinating calls, transactions, and conferences. 

The crypto sector usually could be very worldwide proper from the beginning, so many individuals are already accustomed to that, which does make it simpler to function as a world enterprise. Obviously, doing worldwide M&A means coping with many various enterprise cultures — the US has a sure tradition, the UK has one, Western Europe has one, Eastern Europe has one, the Middle East has one other, Russia has one, South Asia, East Asia, Australia, Japan — they’re all very totally different by way of how individuals talk, how you must talk with them, and the way individuals strategy transactions.

Our crew has loads of worldwide enterprise expertise and has been doing cross-border M&A for over 25 years. I believe that’s an extremely vital facet, as a result of in any other case offers can fail very simply attributable to miscommunications between the totally different sides.

Is there a sort of deal construction that works significantly effectively in crypto and Web3 that you just wouldn’t sometimes see in conventional M&A?

It’s really fairly just like conventional M&A in lots of respects. There are often three major deal varieties: an all-cash deal, an all-equity deal, and a mixture of money and fairness. We see all three in crypto, simply as in conventional M&A. The one distinction is that, as talked about, some firms have tokens, and we’ve accomplished offers the place the consideration has been a mixture of money, fairness, and tokens — which is clearly distinctive to Web3. 

Token launches are sometimes debated — strategic software or primarily a fundraising train? Where do you see the steadiness?

When we work within the token area — and along with M&A, a part of what we do is assist launch tokens, help with investor relations round token tasks, and execute OTC transactions for tokens — we’ve been working on this area for near 9 years now. One factor that has been vital, actually from the beginning since Ethereum enabled the massive progress in token issuance, and later different protocols adopted, is that you just actually need to look case by case on the challenge or firm to see whether or not a token is sensible. 

In some circumstances it’s clearly required — to safe a layer one, for instance, there’s actually no debate. Of course there must be a token. Then there are different infrastructure layers the place it might make sense, after which for issues at what you may name the app layer, it’s not at all times apparent {that a} token is required — but it surely’s additionally not at all times apparent that one isn’t. It’s very a lot case by case by way of the way you need worth creation to movement and the way you wish to purchase and retain customers. 

I do suppose that in sure durations, particularly in bull markets, individuals have a knee-jerk response: “let’s launch a token, it’s a simple option to elevate cash with no fairness dilution.” People have gotten extra skilled and considerate about it now — they suppose a lot tougher earlier than launching a token to evaluate whether or not it is sensible. 

The approach tokens are launched has additionally modified so much: do you do it extra like a conventional fairness elevate, the place you elevate from enterprise capitalists after which regularly “go public” by itemizing the token, or do you go straight to what’s successfully an IPO, launching instantly on an alternate and elevating there, with non-public rounds probably following? There are much more — and extra subtle — buildings out there now. 

So it’s vital for any firm debating this to soak up all these various factors. It’s genuinely complicated, and it’s an additional layer of complexity on high of simply constructing a product that founding groups need to work via.

How would you describe the aggressive dynamics in crypto globally proper now — who’s profitable and who’s struggling?

It actually relies upon so much on the sub-sector. In some sectors, for instance exchanges and buying and selling, liquidity begets liquidity, and it may be very arduous for brand spanking new gamers to return in and problem Bybit, OKX, Binance, and a number of the larger Western exchanges like Coinbase. Scale does matter. But you continue to see alternatives should you take a distinct strategy — what Hyperliquid did, for instance. It’s not at all a completely captured market. 

In the extra centralized companies, I’d say there’s undoubtedly a route in the direction of extra B2B, extra institutional, and extra regulated operations. Lots of companies which have existed for some time and operated in a grey zone — largely a product of lack of regulation — at the moment are trying both to get regulated themselves or to accumulate platforms that already are. So you see a transfer in the direction of institutional and controlled. 

At the identical time, I nonetheless suppose there’s area for profitable market share and launching new merchandise on the decentralized aspect. There are totally different dynamics at play: massive versus small, centralized versus decentralized, and in addition East versus West — traditionally totally different approaches, for instance between Western exchanges like Coinbase, Kraken, Bullish, Gemini and Eastern ones like Binance, Bybit, OKX. 

But to sum up: the route is towards consolidation and scale, towards institutional and controlled companies, and in addition towards the West — primarily the US market — as a result of now that the US is extra crypto-friendly and regulation is coming in, it’s simply such an enormous capital market that exchanges which have traditionally operated outdoors the US actually need a piece of it.

Are you seeing extra firms trying to purchase, or extra trying to promote?

It’s each proper now, and that’s why M&A is so lively — it’s an excellent two-sided market. There are fairly a variety of firms trying to promote: perhaps they had been based six to 10 years in the past, the founders have been at it for a very long time, they really feel they’ve accomplished what they will with the corporate, they usually might have enterprise capital traders who’re on the lookout for an exit. 

On the flip aspect, there are acquirers who — whether or not they’re trying to publicly record or are already listed — have to exhibit inorganic progress and have enterprise objectives they wish to obtain quicker than natural progress permits. So there’s a wholesome provide and demand dynamic. Whereas a couple of years in the past — in 2022, 2023, and even elements of 2024 — there was a good quantity of provide, with individuals eager to promote, however not many patrons. It was a lot much less of a two-sided market.

How do you discover the fitting acquirer when the customer pool is small?

That’s an excellent query, and it’s the place I believe doing M&A on this sector requires a selected mixture of abilities. You want robust M&A abilities — it takes a very long time to construct that talent set, I might say 10 to twenty years of doing M&A to have a very robust command of the craft. Then you want two different issues: a deep understanding of the sector, and a powerful community inside it. 

So when a founder approaches us and says “I wish to promote my firm,” primarily based on our nearly a decade within the sector, we’ve an excellent sense of who would purchase it and why, and the way it could match strategically. 

M&A could be very bespoke — it’s not like a fundraising course of the place you may strategy 50 to 100 names and drive a gross sales funnel. You need to be very focused. You want to know who this may make sense for, and extra importantly, who it could make the mostsense for — in different phrases, who would worth this enterprise highest and provides the very best supply. 

And you then clearly have to have contacts at these firms, each on the working degree and on the senior degree, and you could have their belief — they should know you’re an expert, that whenever you run a course of you’re not losing their time, and that if they should spend inside political capital to push one thing via, they’re doing so with confidence that there’s an expert course of behind it.

What does a Web3/crypto firm have to have in place earlier than it turns into a beautiful acquisition goal?

I believe there are two points. One is the enterprise itself — to be a beautiful acquisition goal, you want one thing distinctive, one thing that individuals don’t really feel they have already got or might construct rapidly. Something of actual worth: it could possibly be a geographic market you’ve cornered, a sure product, or one thing that others are doing too however that you just do significantly effectively. And a powerful administration crew that the acquirer would wish to carry into their group. 

Then there’s the extra sensible aspect. As you mature as an organization, you must ensure you have correct accounting, your books so as, your paperwork so as, a powerful and steady crew, worker retention, and if what you are promoting requires regulation, compliance, or KYC, that you just’re compliant. All of those sensible points matter as a result of when you’ve got an incredible firm and product, offers can nonetheless collapse in due diligence if these different issues aren’t correctly so as.

At what level ought to a crypto challenge cease considering like a bunch of builders and begin working as an actual firm?

Over the years, I’ve seen an growing degree of professionalism. Founders have develop into extra conscious that it’s vital, proper from the beginning, to set issues up correctly — each by way of authorized entity construction and determining the cut up of shares and economics between the crew. So usually, individuals have gotten higher at that. 

Taking your instance of a bunch of builders constructing one thing: I believe the minute you’re feeling it’s extra actual, that’s when you must arrange an organization, agree between yourselves — if there’s a bunch of you — who owns what, who will get what economics, and what commitments everyone seems to be making. Then you kind an organization round that and from then on you attempt to do every part professionally. 

And when you begin bringing in outdoors traders — whether or not angels, seed capital, Series A, enterprise capital, and so forth — in some unspecified time in the future these traders may even sometimes require extra construction and push you to be extra skilled. 

The excellent news is there are loads of instruments to assist with that now, by way of software program, publicly out there info, and more and more AI instruments. An organization can actually be bought at any stage, however usually should you’re actually onto one thing, you wish to wait a bit, create extra worth, and promote for extra. It’s at all times a tough steadiness for a founder to evaluate: ought to I promote now for X, or maintain going for 3 years and attempt to promote for 5 to 10 instances as a lot? That’s at all times an actual problem.

Which Web3 subsectors do you suppose will see essentially the most consolidation now and within the close to future, and why?

One of essentially the most lively areas we’re seeing is the alternate and brokerage area. More and extra nations are rolling out, or have already got, home crypto regulation, and in the event that they have already got it, they’re being stricter about implementing it. So loads of exchanges are attempting to go onshore. 

If you’re working in a Southeast Asian nation, Australia, the Middle East, or a European nation, you not wish to simply function with no license from, so to talk, the cloud. You wish to go onshore, purchase a neighborhood license, construct a neighborhood crew, and function in a compliant approach — that’s a extra sustainable enterprise mannequin, particularly as establishments are coming in and we’re seeing extra commerce finance flows, stablecoins, and basic stablecoin transaction quantity. 

That’s one massive development: going onshore in a regulated vogue. Another development, once more pushed largely by exchanges, is exchanges including on extra product functionality — shopping for a custodian, shopping for a staking firm, perhaps even shopping for a media arm. Non-exchange M&A definitely exists too, however the exchanges are nonetheless driving a big portion of what we’re seeing.

Can you level to any M&A offers or consolidations in Web3 not too long ago that you just discovered significantly well-executed or vital? What made them work?

I’d spotlight a couple of we’ve labored on. Late final yr we suggested Fordefi on its sale to Paxos. Paxos is understood primarily as a stablecoin firm, and Fordefi is just like Fireblocks — it’s a custody expertise and infrastructure enterprise. It made loads of strategic sense for Paxos to carry this in-house as a part of its ecosystem; there was an excellent cultural match between the businesses and clear synergies from combining the 2. 

We additionally did a deal final yr the place we helped an Australian alternate known as Swyftx purchase one other participant that had a presence in Australia and the US, in addition to the main participant in New Zealand. 

The hallmarks of a profitable M&A deal are a pure enterprise synergy between the 2 firms, and sometimes additionally the truth that the goal’s administration crew can genuinely add worth inside the buying group. 

There are circumstances the place the goal administration crew merely walks away — these are usually consolidation performs the place there’s loads of overlap and also you don’t want everybody to remain. But most of the finest acquisitions are ones the place you want individuals to remain, both as a result of they know the market effectively or as a result of they convey a completely new product set to the acquirer.

When founders come to you in an M&A course of, what’s essentially the most frequent mistake they make?

I might say not listening to our recommendation — sadly that does occur. I believe for any founder promoting their firm, it’s important to have an M&A monetary advisor by your aspect, in addition to an excellent regulation agency. 

They serve very totally different capabilities and each add worth. It’s attainable for a founder to do a fundraise themselves — typically they use an advisor, typically they don’t. But for M&A, I believe it’s important. 

I inform all founders: I actually wish to work with you, however even should you don’t wish to work with me otherwise you’d favor another person, please use an advisor. 

For most founders, efficiently constructing and promoting one firm of their lifetime is a significant achievement — the truth is, most founders don’t succeed in any respect; that’s simply the fact. 

To even have one firm which you can exit is a testomony to arduous work, perseverance, and luck. So we take it very severely when founders come to us to promote their firm, as a result of we all know this could be a life-changing second for a lot of of them. 

It’s extremely vital to get it proper, and that’s why we don’t rush it. We at all times have a dialog with founders about why they’re trying to promote, why they suppose now’s the fitting time, and what the alternate options are. 

We give our personal opinion too. In some circumstances meaning going to market proper now and shifting rapidly. In others it means ready — and we’ll keep the connection for a couple of years till the timing is true. 

But to reply your query instantly: the error many founders make — and I do know this may sound self-serving — isn’t surrounding themselves with the fitting advisors in the mean time they’re contemplating a sale.

How do you worth a Web3 firm?

Normally we begin by having conversations with the founder to know the enterprise at a high degree. Then we’d sometimes signal an NDA and provides them a brief record of data we’d prefer to overview, which helps us kind a view on whether or not the corporate is sellable, who could be fascinated by shopping for it, whether or not the timing is true, and what we predict it could be price available in the market. 

Lots of the founders we work with are understandably not skilled in M&A — that’s not their space. They’re very proficient at constructing expertise, merchandise, relationships, and go-to-market. So we take so much off their plate and stroll them via the totally different levels and the data we’d like, sharing our views alongside the way in which. 

In basic, I’d encourage any founder who’s constructing an organization with a possible sale in thoughts to remain organized — maintain your info comparatively so as — as a result of if a chance arises, whether or not somebody approaches you to purchase your organization otherwise you merely really feel the timing is true, it provides you way more flexibility to maneuver rapidly when you could.

Looking on the subsequent two to 3 years, the place do you see crypto M&A exercise heading?

I believe it can proceed to be very lively. Assuming the US continues to be constructive on crypto from a regulatory perspective — no matter whether or not it’s Republicans or Democrats in energy — the US will probably be an enormous driver of worldwide markets, simply as it’s in conventional finance. 

With a optimistic regulatory outlook within the US, M&A will proceed. And for a lot of crypto firms globally that wish to exit through IPO, the US market stays essentially the most enticing venue. US public markets are very accustomed to seeing listed firms pursue M&A and inorganic progress, and I believe it’s largely inspired. So I count on a wholesome M&A market going ahead. 

Similar to what we’ve been seeing lately — an growing convergence between conventional finance, fintech, and Web3 — I believe we’ll proceed to see Web3 firms buying conventional finance firms and infrastructure, and vice versa: conventional finance, fintech, and neobank firms coming in and buying crypto infrastructure and crypto firms. 

The two sectors will proceed converging to the purpose the place it turns into tougher to reply the query: is that this a Web2 conventional finance pockets or a Web3 pockets? Is this a crypto brokerage or a funds firm? I believe we’ll see that bigger convergence proceed.

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