You are buying a crypto business
You need a diligence plan for licences, customer assets, wallets, technology, contracts and historical compliance.
Operate With Confidence
Web3 M&A & Crypto Due Diligence
A Web3 deal can transfer shares while leaving control of wallets, code, tokens or customer relationships unresolved. Legal diligence must follow the assets and operating model, not only the company register.
At a glance
What makes a Web3 deal different?
Buyers, sellers, founders and investors in crypto, tokenization and Web3 transactions.
The review asks what is actually being acquired, who can transfer it, which permissions and contracts continue after closing, and how control is proved and delivered.
What it can cover
- Deal structure and term sheet
- Crypto-specific legal diligence
- Risk and issue report
- Transaction documents
- Signing and completion
01 · Check the fit
When this service fits
You are selling or taking investment
The structure, disclosures, warranties and completion steps should reflect the business as it actually operates.
The deal includes tokens or digital assets
Ownership, transfer mechanics, custody and counterparty checks cannot be left to a standard share-purchase template.
A term sheet is being negotiated
Early decisions about scope, conditions and liability can shape the entire transaction.
02 · What we can help with
What the work covers
Deal structure and term sheet
Compare share, asset or investment routes and record the commercial and regulatory assumptions before drafting.
Crypto-specific legal diligence
Review corporate records, permissions, token rights, wallet control, IP, key contracts, disputes and compliance evidence relevant to the deal.
Risk and issue report
Prioritise the issues that affect price, conditions, warranties, remediation or whether the transaction should proceed.
Transaction documents
Draft or review the agreed term sheet, purchase or investment documents, disclosure materials and ancillary agreements.
Signing and completion
Plan approvals, consents, digital-asset transfer steps, custody handover and post-closing obligations.
03 · How to get started
What to bring
Start with what you have. These details help frame the first discussion.
Send the basics
- Term sheet or proposed deal structure
- Target group chart, cap table and material contracts
- Description of tokens, wallets, code, licences and customer flows
- Any data room or known risk list
Then define the scope
Focus the first conversation on the decision you need to make.
The mandate defines the jurisdictions and documents covered. Tax, accounting, cybersecurity and non-UAE legal opinions may require separate specialists; no transaction outcome is guaranteed.
Get Expert Advice04 · See related matters
How Ape Law approached similar questions
These published matters show the decision process. Another project's facts, rules and outcome may differ.
05 · Common questions
Common questions
Can a standard acquisition agreement cover a crypto business?
It may be a starting point, but the agreement must reflect the actual assets, permissions, wallet and key control, liabilities and transfer mechanics of the target.
Do you advise both buyers and sellers?
Yes, subject to conflicts and the agreed mandate. The scope and documents differ depending on which side Ape Law represents.
Can you help before we sign a term sheet?
Yes. Early review can identify the assets, approvals and conditions that should shape the term sheet and diligence work.
Will legal diligence include a technical audit?
Legal and technical questions can be coordinated, but code, security and financial audits need suitably qualified reviewers and a separately agreed scope.
What is changing hands in your deal?
Share the stage of the transaction, the assets involved and any signing deadline.
Discuss your transaction