gunnercooke advises sellers of TokenOps on acquisition by Zama

gunnercooke’s Crypto team, led by Partner Kathryn Dodds, advised Fabio Mancini and Mike Rudek, the sellers of Vesting Labs, trading as TokenOps, on the acquisition of the business by Zama, a leading open-source cryptography company specialising in Fully Homomorphic Encryption (FHE), which enables computations to be performed on encrypted data without requiring decryption.

The transaction involved a complex cross-border structure spanning the UK, France, Luxembourg, Singapore, Portugal and the United States. The deal included hybrid equity and token consideration, structured earn-outs and multiple seller classes, including founders, ASA holders and option holders.

TokenOps is a management platform that has powered more than $2 billion in token distributions, vesting and compliance operations across the digital assets sector. Following the acquisition, TokenOps will continue to operate as an independent brand, integrating Zama’s Fully Homomorphic Encryption technology to enable confidential vesting, token distributions and institutional-grade token operations on public blockchains.

gunnercooke advised the sellers on the transaction, including on the alignment of traditional M&A documentation with token mechanics and post-completion incentive arrangements, alongside intellectual property, data protection and employment workstreams.

The matter was supported by Dan Petrovic, Olga Antonova, Alexandra Androsov, Nicky Androsov and Rachel Spink.

Fabio Mancini, CEO of TokenOps, added: “Joining forces with Zama marks an exciting next chapter for TokenOps. We have always believed that compliant, privacy-preserving infrastructure will become essential as institutional adoption of digital assets accelerates. Zama’s FHE technology creates powerful opportunities to expand what is possible in token operations. Kathryn and the gunnercooke team provided exceptional support throughout a highly complex cross-border transaction and were instrumental in helping us navigate both the legal and strategic aspects of the deal.”

Kathryn Dodds, Partner at gunnercooke, said: “This transaction reflects the continued maturation of the digital asset ecosystem and the increasing convergence of cryptography, compliance-focused infrastructure and institutional adoption. As more institutional capital looks to move on-chain, we are seeing growing demand for technologies capable of supporting privacy, scalability and robust operational standards simultaneously. It was a pleasure to support the TokenOps team on such an innovative and strategically significant transaction.”

Zama’s acquisition of TokenOps reflects growing institutional demand for privacy-preserving blockchain infrastructure. Through the integration of FHE-powered confidential token standards, issuers will be able to execute vesting schedules, airdrops and token distributions with encrypted allocations, release curves and recipient identities while maintaining auditability and operational transparency.

You can read more about Kathryn Dodds and her work here. Additionally, you can learn more about the crypto team at gunnercooke here.