# Web3 M&A & Crypto Due Diligence

Operate With Confidence

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.

Canonical page: https://ape.law/services/web3-mergers-acquisitions-due-diligence

## 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.

## You might need help when…

### You are buying a crypto business

You need a diligence plan for licences, customer assets, wallets, technology, contracts and historical compliance.

### 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.


## 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.

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.

## A related matter

[This acquisition needed more than a contract.](https://ape.law/case-studies/crypto-acquisition-contract-risks)

Crypto was treated like a normal asset


## What to bring

- 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

## 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.


## Related services

- [Fractional GC for Web3 & Crypto Companies](https://ape.law/services/fractional-gc-web3-crypto-companies)
- [AML/CFT Compliance for Crypto Businesses](https://ape.law/services/aml-cft-compliance-crypto-businesses)
- [Browse all services](https://ape.law/services)

## What is changing hands in your deal?

Share the stage of the transaction, the assets involved and any signing deadline.

[Discuss your transaction](https://ape.law/#contact)