The corporate practice group of Harry Elias Partnership LLP advised the founders of Gem XYZ Ptd. Ltd. (“Company”) in a sale of the entire equity stake of the Company to Ozone Networks, Inc (t/a Opensea) (“Opensea”). Opensea operates the largest non-fungible tokens (“NFT”) marketplace globally and as at the time of writing, is valued at in excess of USD 13 billion based on its latest funding round. The Company was founded in November 2021 and has, within the span of a quarter, grown into the leading NFT marketplace aggregator, experiencing exponential user growth since going live in the early part of 2022. The acquisition was completed in April 2022 and is likely to be one of the largest deals of its kind ever within the NFT space globally.
As part of the transaction, the Harry Elias team was also involved in conducting a restructuring of the Company prior to the share acquisition and coordinating legal due diligence efforts conducted by the Purchaser on the Company as well advising the founders on the treatment of certain securities instruments entered into by the Company and its seed investors.
The Harry Elias team guided the founders through the entire sale process, which included the negotiation and review of various transaction documents across 5 jurisdictions and 6 timezones. Derick Ting (Partner) and Huang Zhihao (Of Counsel) led the transaction, and were assisted by Yu Yitian (Senior Associate) and Timothy Lim (Associate).