B2C2 is in acquisition negotiations with a valuation of US$1 billion...

Why has B2C2 been discussing a potential sale?

Cryptocurrency market maker B2C2 has held acquisition talks with multiple potential buyers over the past 18 months, with discussions involving the sale of some or all of the company. The London-based company, which is 90% owned by Japan's SBI Holdings, is seeking a valuation of more than $1 billion in private negotiations, according to people familiar with the matter. Valuations have always been the crux and it is unclear whether any negotiations are still ongoing. Under current market conditions, achieving this level of deals may be difficult. For most of the year, cryptocurrency trading activity has been under pressure due to weak trading volume, economic concerns and declining investor risk appetite, putting pressure on digital assets. This environment has put pressure on market makers, whose revenue is highly dependent on transaction flows, spreads and liquidity needs. B2C2 declined to comment on the negotiations, while SBI did not respond before press time. B2C2 was established in 2015 to provide cryptocurrency liquidity and execution services to banks, exchanges, brokers, hedge funds and asset management companies. Its proprietary trading infrastructure supports round-the-clock operations of the spot market, derivatives, structured products and over-the-counter trading.

Why is it so difficult to value cryptocurrency market makers?

The value of a market maker depends in part on trading volume, customer activity and the spread gained by providing liquidity. When spot and derivatives trading volumes fall, revenue can weaken even if companies retain technology, licenses and institutional relationships. B2C2's individual financial results were not disclosed because it was included in SBI's broader crypto asset business segment. This makes it more difficult for potential buyers to assess the market maker's independent profitability, cash generation capabilities and exposure to volatile trading conditions. For the fiscal year ended March 31, SBI's crypto asset segment achieved revenue of 89.6 billion yen (approximately US$550 million), a year-on-year increase of 10.9%. Pre-tax profit was 21.2 billion yen, unchanged from the previous year. However, these numbers cover beyond B2C2 and therefore cannot be directly used as a basis to support valuations of more than $1 billion. Buyers need access to private financial data to understand how much revenue and profits B2C2 contributes and the durability of its institutional client activities.

Investor Points

B2C2 may have valuable technical and institutional relationships, but with cryptocurrency trading volume and market-making margins under continued pressure, buyers must judge whether these assets are worth a valuation of more than $1 billion.

Will SBI reduce its stake in B2C2?

SBI Financial Services acquired a 90% stake in B2C2 in December 2020, having previously made an initial investment of US$30 million in the company. The acquisition enabled SBI to gain institutional cryptocurrency liquidity and strengthen its digital asset business. Last year, B2C2 sought to raise up to $200 million from outside investors. The deal would have provided the company with additional growth capital while allowing SBI to reduce its stake. Previous financing efforts and subsequent acquisition negotiations have shown that there are still multiple possible outcomes. SBI could sell part of its stake, bring in another strategic investor, or approve a full takeover if the buyer meets its valuation expectations. A partial transaction may be easier than a full acquisition because it can provide capital and new partners for B2C2 without the acquirer having to fund the entire valuation. Strategic buyers can also contribute distribution channels, regulatory access or additional institutional customers.

What does the B2C2 deal mean for cryptocurrency mergers and acquisitions?

It is expected that mergers and acquisitions will remain an important feature of the digital asset space in 2026, as companies seek greater scale, broader product coverage, and institutional customer acquisition. Exchanges, custodians, liquidity providers and fintech companies are increasingly considering acquisitions, integrating trading, execution, custody and brokerage services into the same group. This strategy can reduce reliance on third-party providers and allow companies to serve customers in more areas of the digital asset market. SBI has continued to advance its cryptocurrency expansion in other ways. The company said last month that it had agreed to acquire cryptocurrency exchange Bitbank for approximately $289 million, adding another trading platform to its digital asset portfolio. Selling B2C2 would move in the opposite direction, reducing SBI's exposure to institutional market-making unless the transaction involves only minority interests. It may also attract buyers seeking immediate access to B2C2 trading technology, over-the-counter trading capabilities and relationships with traditional financial institutions. The main question is whether potential acquirers expect cryptocurrency trading volumes to recover enough to support B2C2 asking prices. Without stronger activity or clearer independent financial results, the gap between the company's valuation target and the price buyers are willing to pay could continue to delay a deal.