Fintech M&A Advisory — Mergers & Acquisitions in the EU
Fintech Mergers & Acquisitions — Full-Service Advisory
Fintech M&A advisory across the European Union. Zalewski Consulting helps buyers and sellers complete transactions involving licensed financial technology companies — Electronic Money Institutions (EMIs), payment institutions (API and SPI), Virtual Asset Service Providers (VASPs), forex brokerages, gaming operators, and other regulated fintech entities.
Fintech M&A is not generic business M&A. These transactions involve regulator notifications, license transfer approvals, fit-and-proper assessments of new owners, AML/compliance framework continuity, and careful structuring to preserve the regulatory status of the acquired entity. Miss a step and the license is at risk. We have been handling regulated-entity transactions in Poland and across the EU for years, and we provide end-to-end support — from target identification through post-closing regulatory integration.
Our Fintech M&A Services
Buy-side advisory. We identify suitable licensed fintech targets that match your regulatory scope, jurisdiction preference, and commercial objectives. Targets include operating EMIs, APIs, SPIs, VASPs, forex brokers, and gaming companies — whether you need a turnkey operational business or a regulated shell for your own operations.
Sell-side advisory. We represent fintech founders and investors exiting their regulated businesses. Confidential outreach to a vetted buyer pool, coordinated due diligence, valuation guidance, and structured transaction support — all with the discretion required when regulatory approvals are pending.
Due diligence. Regulatory license validity and scope, AML/CFT framework review, capital adequacy verification, outstanding enforcement matters, key-person dependency, client/merchant book analysis, technology stack and data compliance (GDPR) — we cover the full diligence perimeter specific to regulated fintech.
License transfer coordination. Change-of-control notifications to regulators (KNF in Poland, equivalent authorities across the EU), fit-and-proper submissions for new shareholders and directors, ongoing regulatory correspondence through closing.
Transaction structuring. Share purchase vs asset purchase analysis, jurisdiction selection for holding structures, earn-out and deferred consideration mechanics, escrow arrangements, warranty and indemnity insurance sourcing.
Post-transaction integration. Regulatory reporting continuity, board and management transitions, compliance officer transitions, operational handover, client notification programs.
Fintech Sectors We Cover
Zalewski Consulting specialises in M&A for the full spectrum of licensed fintech entities. The table below summarises the main sectors — click through for dedicated pages with deep detail on each license type, acquisition process, and available opportunities.
| Sector | License / Regulatory Regime | Typical Markets | Dedicated Page |
|---|---|---|---|
| Electronic Money Institutions (EMI) | PSD2 Article 10, EU-authorised | EU + passporting | EMI M&A → |
| Authorized Payment Institutions (API) | PSD2 Article 11, EU-authorised | EU + passporting | API M&A → |
| Small Payment Institutions (SPI) | PSD2 Article 32 exemption | Single EU member state | SPI M&A → |
| Virtual Asset Service Providers (VASP) | AML-registered crypto services | Poland, Czech Republic, non-EU | VASP M&A → |
| Cryptocurrency Licensed Companies | VASP, CASP, non-EU crypto regimes | Global | Crypto M&A → |
| Forex Brokerages | MiFID II (EU) or offshore | EU + offshore | Forex M&A → |
| Gaming / iGaming Operators | MGA, Curacao, UKGC, IoM, Kahnawake | Per-jurisdiction | Gaming M&A → |
| Money Service Businesses (MSB) | FinCEN (US) or FINTRAC (Canada) | North America | MSB M&A → |
| Fintech (General / Multi-License) | Multiple regulatory regimes | Global | Licensed Fintech → |
| Ready-Made Licensed Entities | Pre-authorised, turnkey | Multiple jurisdictions | Ready-Made Licensed → |
| Software & IT Companies | Non-licensed tech M&A | Poland + EU | Software M&A → |
Why Fintech M&A Is Different
License continuity is the asset. In conventional M&A, the value lies in the customer book, the team, the IP, and the cash flows. In fintech M&A, the regulatory authorisation itself is often the primary acquisition target — and it can be lost if the transaction is structured or timed incorrectly. A share-purchase approach usually preserves the license; an asset purchase may require a fresh application. Getting this wrong can add 6–18 months to a transaction, or kill it entirely.
Regulator approval is not optional. Every significant change of control in a licensed fintech entity requires regulator notification and, in most EU jurisdictions, prior non-objection or formal approval. This applies to shareholders above defined thresholds (typically 10%, 20%, 33%, 50%), management board changes, and material operational restructurings. Timelines vary: 30–90 days is typical for EU regulator non-objection processes; longer for more complex cases.
Fit-and-proper assessment of the buyer. Regulators will assess the buyer’s financial standing, business reputation, source of funds, and operational competence. Transactions where the buyer cannot satisfy these tests are blocked. Pre-screening prospective buyers before launching a sell-side process is essential.
AML/CFT framework continuity. Regulators require that the acquired entity’s AML/CFT framework remains fully operational through and after the transaction. Changes to the Money Laundering Reporting Officer (MLRO), compliance officer, or underlying policies must be notified and approved. A gap in AML framework coverage — even a short one — can trigger enforcement action.
Client data protection. GDPR, PSD2 data protection rules, and sector-specific requirements (MiFID II for forex, MiCA for crypto) all impact how client data is handled through a transaction. Notification obligations to clients, data transfer controls, and cross-border processing restrictions must be mapped before closing.
Our Approach
Consultation and scoping (week 0). We begin with a confidential scoping conversation. For buy-side mandates: your target profile, jurisdiction preferences, license scope, budget, and timeline. For sell-side: your realistic valuation expectations, confidentiality requirements, key commercial terms, and exit structure. We return within a week with a proposed engagement structure.
Mandate and NDAs (weeks 1–2). Formal engagement letter, mutual NDAs with counterparties, and (for buy-side) a target longlist drawn from our direct network and market intelligence. For sell-side: a confidential information memorandum drafted by us, sanitised to protect client identity until qualified buyers emerge.
Outreach and initial meetings (weeks 2–6). Confidential approach to candidate counterparties. Initial expressions of interest. Indicative offers. Management presentations. The pace is entirely dependent on transaction complexity and market conditions — some mandates close in 90 days; others take 9–12 months for larger regulated transactions.
Due diligence (weeks 6–12+). Legal, regulatory, financial, technical, and commercial diligence. We coordinate the full workstream with external counsel and accountants as required. Findings are structured into a remediation list before negotiation.
Negotiation and documentation (weeks 10–14). Share purchase agreement, disclosure letter, warranty schedule, escrow arrangements, earn-out mechanics if applicable. W&I insurance placement if desired.
Regulator notification and closing (weeks 12–24). Change-of-control submissions. Fit-and-proper filings for new directors and significant shareholders. Regulator Q&A through to non-objection or formal approval. Closing once regulatory conditions are satisfied.
Post-closing integration (months 1–6 post-close). Board and management transitions. Compliance officer transitions. Ongoing regulatory correspondence. Client and counterparty notifications. Operational handover.
Jurisdictions We Cover
Our primary practice is EU fintech M&A, with deep experience in Poland (KNF), Lithuania (Bank of Lithuania), Malta (MFSA), Estonia (FI), Czech Republic (CNB), Latvia (FCMC), and through passporting arrangements across the full EEA. We also work on non-EU transactions — UK (FCA), Switzerland (FINMA), UAE (VARA, DFSA), Georgia, Seychelles, BVI, and others — particularly for VASP and forex mandates where non-EU jurisdictions play a major role.
For Poland-specific licensing context and the Polish VASP/CASP regime, see our Crypto License in Poland & EU page. For Polish shelf company needs that do not require a license, see our shelf company service.
Who We Work With
Institutional and strategic buyers entering the EU fintech market — banks, PSPs, crypto exchanges, and corporate groups seeking regulated access to European payment infrastructure.
Private equity and venture investors executing fintech platform investments or seeking bolt-on regulated assets.
Founders and operators exiting their businesses — partial realisations, full exits, or strategic mergers with scale partners.
Family offices and HNWIs acquiring regulated fintech as part of diversified investment portfolios or strategic family holdings.
Frequently Asked Questions
What does fintech M&A advisory cover?
The full transaction lifecycle for licensed fintech targets: target identification or buyer sourcing, confidential outreach, due diligence coordination, regulatory change-of-control submissions, transaction structuring and documentation, negotiation, and post-closing integration. We specialise in transactions where the regulatory license is central to the deal value.
How long does a typical fintech M&A transaction take?
From formal engagement to closing, most fintech M&A transactions we handle complete in 4–9 months. Smaller license-focused acquisitions (ready-made SPIs, VASPs, smaller EMIs) can close faster — sometimes in 60–90 days. Larger transactions involving material operational complexity, multi-jurisdictional regulatory approvals, or significant commercial due diligence typically take 6–12 months.
What licenses can be transferred through M&A?
Nearly any licensed entity can be acquired through a share purchase, including EMIs, APIs, SPIs, VASPs, forex brokers, gaming operators, and MSBs. The transfer is technically a change of control of the licensed company — the license itself remains with the company. An asset purchase typically requires a fresh license application and is therefore rarely the preferred structure for regulated fintech targets.
Do you handle cross-border fintech transactions?
Yes. Cross-border EU transactions are our core practice — we regularly coordinate regulator notifications across multiple jurisdictions simultaneously. We also handle EU-to-non-EU and non-EU-to-EU transactions, particularly in VASP, forex, and gaming where non-EU jurisdictions feature heavily.
What is your fee structure?
For sell-side mandates, we typically work on a success-fee basis with a capped retainer. Buy-side engagements are structured as monthly retainer plus a smaller success component. Due diligence-only engagements are quoted per scope. All fee arrangements are agreed in writing before work begins.
Can I buy a fintech company anonymously?
Buyer identity must ultimately be disclosed to the regulator as part of the change-of-control process — regulators will not approve a transaction without assessing the ultimate beneficial owner. However, the target (in sell-side processes) and the market are kept unaware of buyer identity during the outreach phase. Post-transaction, public disclosure depends on the jurisdiction and the regulator’s rules.
Do you help with post-transaction operations?
Yes. Through Zalewski Consulting’s wider service offering (accounting, corporate secretarial, legal advisory, tax advisory), we can provide integrated post-closing support for acquirers who want a single-point service provider for their new Polish or EU fintech entity.
Considering a fintech M&A transaction? Contact us for a confidential scoping conversation. We will return within a week with an initial view on feasibility, likely timeline, and proposed approach.
