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Case Study 2

FinTech Scaling Structure
(USD 220m)

High‑growth FinTech

(Payments + Embedded Finance).

Objectives

  • Consolidate operations across UAE, Singapore and Switzerland under an apex structure.
     

  • Secure ~USD 220m institutional commitments while ring‑fencing IP and regulatory licenses.
     

  • Scale through Series C/D without compromising founder control.
     

  • Achieve compliance across MAS, DFSA and FINMA regimes; align equity classes with investors/ESOP/founders.

Structuring & Solutions

  1. ADGM HoldCo as apex, with regulated operating entities in UAE, Singapore and EU.
     

  2. Swiss IP SPV ring‑fencing code base/algorithms; licensing back to operators via arms‑length agreements.
     

  3. Multi‑tier share classes (founder, preferred, ESOP); reserved matters, anti‑dilution and veto rights.
     

  4. Investment policy statement for treasury and runway (18–24 months); board‑approved liquidity ladder.
     

  5. Quarterly governance cadence: Board, risk committee, independent observer for anchor investors.
     

  6. Regulatory hygiene: ESR compliance, MAS sandbox licensing, EU e‑money passport, DFSA MLR.

Outcomes

  • USD 220m Series C secured from Tier‑1 VC/PE and sovereign funds.
     

  • Valuation uplift achieved with no dilution of founder voting control.
     

  • Institutional PSP onboarding completed in UAE and EU; IPS adherence >95%.
     

  • IP recognized as strategic asset in valuation; runway extended to 20 months.

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