Standard Chartered signs deal to buy Zodia Custody

Standard Chartered has signed definitive agreements to acquire Zodia Custody, moving the bank’s plan to bring the digital asset custodian into its Securities Services business beyond a non-binding offer. Zodia’s announcement says the deal covers all of Zodia Custody UK Limited, whose regulated operating entities span Singapore, Hong Kong, Australia, the United Arab Emirates and Luxembourg. The acquisition still needs regulatory approvals and customary closing conditions.

The Zodia Custody announcement says the regulated custody business will join Standard Chartered’s existing digital asset custody activities after completion. Financial terms and a closing date were not disclosed in the announcement. The move changes the structure set out in May, when Standard Chartered said Zodia shareholders and noteholders had accepted its non-binding offer, also subject to approvals.

What changes now that the offer is definitive?

The signed agreements set out a proposed transfer of ownership, while the acquisition remains conditional. In May, Standard Chartered said the transaction would consolidate Zodia’s regulated custody activities with its own digital asset custody business. The new announcement identifies the acquiring entity, Standard Chartered I H Limited, and specifies that it will acquire 100% of Zodia Custody UK Limited. That gives a clearer picture of the deal’s scope, but does not mean the transfer has closed.

According to The Block’s report, the offer was accepted by Zodia’s shareholders and noteholders in May. The gap between acceptance and signed agreements means the latest step advances the transaction, while regulatory approval remains the next stated hurdle. The Block reported that no financial terms were disclosed.

Why split custody from Zodia’s software business?

The transaction separates the two activities: Standard Chartered plans to integrate regulated custody into Securities Services, while Zodia’s digital asset software and professional services assets will move to Zodia Solutions, an independent entity to be established under SC Ventures. Zodia says that business will continue providing infrastructure to financial institutions, including Standard Chartered.

This structure places custody inside the bank while retaining a separate technology provider for institutions building their own digital asset services. Zodia’s announcement names NAB Ventures, Northern Trust, SBI Ventures, Further Ventures, Emirates NBD, Zodia Investments and Zodia Holdings among Zodia Solutions’ supporting investors. The stated model could preserve a market for the software beyond the acquiring bank; the announcement does not disclose the investors’ stakes or the commercial terms between the new entity and Standard Chartered.

What remains unresolved for clients and competitors?

Standard Chartered’s stated aim is to combine traditional and digital asset securities services for institutional clients. The alternative described by the deal itself is a split model: one bank-owned custody operation and a separate infrastructure business serving financial institutions. The announcement gives no financial projections or detail on how the combined custody service will differ from Zodia’s current offering, so the scale of any benefit to clients cannot yet be assessed.

Zodia says existing custody clients will continue to be serviced as usual and that the transaction is not expected to disrupt them. The signals to watch are whether regulators approve the acquisition, when it closes, and how Zodia Solutions operates after its software and professional services assets are transferred. Until then, ownership and integration remain proposed steps rather than completed changes.

Sources and documents

• Zodia Custody announcement — zodia-custody.com
• The Block’s report — theblock.co