An eight-month dispute with the FTX bankruptcy estate has forced Uruguayan payments group, dLocal, to restructure its African expansion into a narrowed, cashless deal.

A $50m lawsuit filed by the FTX bankruptcy estate against AZA Finance fundamentally derailed dLocal’s $150m acquisition plan, forcing the Nasdaq-listed payments group to restructure the transaction into a scaled-down $23m asset purchase.

At the time dLocal announced its intent to acquire the African cross-border payments company in June 2025, the strategic rationale was clear. AZA Finance, established in 2013, had processed over 15m transactions across African markets. The deal was structured to provide dLocal with immediate, continent-wide foreign exchange and settlement capabilities — infrastructure the Uruguayan firm required to deepen its emerging markets footprint.

Instead, the announcement precipitated eight months of legal turbulence and corporate maneuvering. The transaction that ultimately closed on February 27, 2026, bore little resemblance to the initial blueprint: dLocal acquired a single Cameroonian entity, largely paid for through the conversion of a debt facility, at a fraction of the original valuation.

The FTX Complication

The catalyst for the deal’s collapse and subsequent restructuring emerged just one month after the acquisition was announced. In July 2025, the FTX bankruptcy trust filed a $50m lawsuit against AZA Finance.

The claim was rooted in a $25m investment made in 2022 by Alameda Research — the trading arm of the collapsed FTX cryptocurrency exchange — as part of a broader private equity portfolio. Following FTX’s Chapter 11 bankruptcy filing in November 2022, AZA Finance found its entities listed among the estate’s assets and counterparties. AZA consistently disputed the trust’s claims, maintaining that it had been erroneously included in the proceedings.

For dLocal, the litigation appeared to pose an immediate and material risk.

Restructuring via Credit Facilities

To navigate the legal exposure, dLocal sought to ring-fence specific strategic assets that could be isolated from the broader legal dispute.

The mechanics of this holding pattern were detailed in dLocal’s latest annual reports. While the lawsuit played out, dLocal sustained AZA Finance through two working capital credit facilities:

• Tranche 1 (December 2024): Extended at an annual interest rate of 7%.
• Tranche 2 (June 2025): Extended at an elevated rate of 15%, coinciding with the original acquisition announcement and predating the FTX lawsuit by one month.

By December 31, 2025, the total principal outstanding was $22.5m, bringing the fair value of the facility — including accrued interest — to $24.1m. Notably, these facilities were structured to include a call option, which eventually became the formal acquisition vehicle. To avoid consolidating AZA Finance’s legal liabilities onto its own balance sheet, dLocal maintained no voting rights or significant influence over the company during this period.

The FTX Trust voluntarily dismissed its suit on December 3, 2025, validating AZA Finance’s defense. However, all that remained for dLocal appeared to be the call option over a narrowed asset pool.

A Cashless Conversion

On February 27, 2026, dLocal exercised its call option. The firm purchased certain assets and 100% of the share capital of Mint Code Solutions S.A., a Cameroon-based entity, from a holding company named NeWurth S.A. That deal effectively puts AZA Finance’s proposed $150m acquisition on ice.

The total consideration was approximately $23m. The settlement was executed almost entirely without cash: dLocal paid a nominal $1, with the remainder settled through the release of the outstanding credit facility. In effect, the debt extended to keep AZA afloat was converted into the final purchase price.

The selection of a Cameroonian entity is highly specific. Prior to the deal, dLocal already operated a local subsidiary, Demerge Cameroun SARL, and noted in its filings that it is actively pursuing regulatory licenses in the country. The acquisition of Mint Code Solutions appears calibrated to accelerate dLocal’s operational and regulatory standing in Central Africa.

However, the compressed outcome raises questions regarding dLocal’s broader pan-African ambitions. The original AZA Finance acquisition was framed as a key driver for continent-wide growth, particularly as dLocal faces mixed regional performance. Notably, Egypt — the only African market isolated in dLocal’s revenue reporting — saw revenues drop 36% year-on-year, from $93.9m in 2024 to $59.7m in 2025.