WonderFi agreed to acquire Coinberry for C$38.3 million in stock

WonderFi Technologies announced on April 18, 2022 that it had signed a definitive agreement to acquire Canadian crypto trading platform Coinberry in an all-stock transaction valued by the company at approximately C$38.3 million. The proposed purchase put a second regulated Canadian venue alongside Bitbuy, whose parent WonderFi had acquired less than a month earlier.

The development mattered because it made regulatory status an explicit axis of industry consolidation. WonderFi was not merely adding software or a token project. It was proposing to combine customer-facing platforms operating inside Canada’s emerging securities framework for crypto trading, while using public-company equity rather than cash as consideration.

The agreement and its conditions

WonderFi said Coinberry shareholders would receive 29,107,000 newly issued WonderFi common shares, subject to adjustment under the agreement. Coinberry principals, affiliates and associates would face a 24-month escrow schedule; other Coinberry shareholders would face a 12-month schedule.

The boards of both companies had approved the transaction, and WonderFi said holders of more than two-thirds of Coinberry shares had signed voting-support agreements. Those steps did not mean the acquisition had closed. As of April 18, completion was expected in the second quarter of 2022 and remained subject to Coinberry shareholder approval and regulatory approvals, including review involving the Ontario Securities Commission and Competition Bureau.

A related legal issue was disclosed at the same time. Coinberry and Cinaport Acquisition Corp. III reached a settlement over litigation Cinaport had begun on December 21, 2021 in the Ontario Superior Court of Justice. WonderFi said the settlement amount would be deducted from the gross share consideration issued to Coinberry shareholders, but the April 18 release did not disclose that amount. The omission limits any independent calculation of the net economic value going to sellers.

What the operating figures showed

WonderFi reported that Coinberry served more than 220,000 users, offered 29 crypto trading pairs, had processed more than C$1 billion since its 2017 founding, and generated more than C$13 million of revenue during the 12 months ended December 31, 2021. It also reported more than C$100 million of Coinberry assets under custody at that year-end.

Those figures were company-supplied, not audited acquisition-date measurements in the April 18 announcement. “Users” was not defined as active or funded accounts, the cumulative transaction figure had no narrower measurement window, and assets under custody were measured 108 days before the announcement. They are useful for scale, but not evidence of April 18 trading activity or market share.

The regulatory record was firmer. An Ontario Securities Commission decision dated August 19, 2021 documented Coinberry’s time-limited relief and conditions for operating its crypto-asset platform. The decision included suitability, custody, disclosure and reporting obligations and was set to expire two years from its date. That status explains why WonderFi emphasized licensed platforms, but it should not be read as a government endorsement of Coinberry or the acquisition.

Consolidation was the strategy

WonderFi had closed its purchase of Bitbuy’s parent on March 24, 2022. Its April 18 announcement projected that adding Coinberry would take the combined ecosystem above 750,000 users and 160 employees. Those totals were forecasts conditioned on closing and successful combination, not accomplished April 18 results.

The defensible event-day interpretation is narrower: WonderFi had contracted for another regulated Canadian crypto platform and was attempting to build scale through equity-funded acquisition. Integration savings, cross-selling, international expansion and a second-quarter close remained management expectations. No later closing terms, operating results or ownership changes are imported into this reconstruction.