The back-and-forth about the ownership of WazirX could have a devastating effect on the Indian exchange and its users.
Binance CEO Changpeng "CZ" Zhao (Source: CoinDesk)
Emails obtained by CoinDesk shed new light on the ongoing debate over the opaque and disputed ownership of WazirX, India’s largest crypto exchange.
In November 2019, the ownership of WazirX was uncontested: Binance, the world’s largest crypto exchange, published a blog post saying that it had purchased the Indian exchange. WazirX’s executives talked openly about the acquisition.
But last summer, when WazirX landed itself in hot water with the Indian government, the story started to change. In early August, WazirX’s Mumbai office was raided by Indian officials on suspicions that the exchange had helped 16 fintech companies launder money.
Binance immediately took steps to publicly distance itself from WazirX. The Binance blog post that initially celebrated the acquisition was amended to say the transaction was instead “limited to an agreement to purchase certain assets and intellectual property.” On Aug. 5, Binance CEO Changpeng “CZ” Zhao tweeted that “Binance does not own any equity in Zanmai Labs, the entity operating WazirX.” A spokesperson for Binance told CoinDesk that reports of Binance’s ownership of WazirX were “a lie.”
What followed was months of public back-and-forth between WazirX and Binance over the true ownership of the Indian exchange, during which Binance claimed that the transaction never went through, and WazirX officials said it did – and claimed that they had proof, though they never shared it.
But, this week, CoinDesk got WazirX’s proof as the disagreement was privately coming to a head.
In the early hours of Jan. 26 – the day of a national holiday in India – Binance sent WazirX a letter requiring the Indian exchange to meet two demands by the end of this month, or risk Binance terminating its service agreement with WazirX by Feb. 3.
First, Binance told WazirX to publish a pre-written “clarificatory statement” retracting WazirX co-founder Nischal Shetty’s previous statements that Binance owned WazirX. It also required WazirX to erase all mentions of Binance in its terms of service.
On Friday, Zanmai, WazirX’s official name, responded to Binance’s demands in a letter obtained by CoinDesk. It fought back, claiming that the demand letter was “unethical” and attempted to use “media pressure and threats to force Zanmai into issuing false and misleading statements as ‘clarifications.’”
Refusing to Retract
In the letter to Binance’s legal team and CEO, Shetty refused to retract his prior statements that Binance had purchased the Indian exchange.
“Zanmai has not made any false or misleading statements regarding Binance’s role and responsibility in operating the WazirX platform, and Binance’s control over WazirX’s user assets,” according to this week’s letter. “Zanmai transferred the control and ownership over the WazirX platform to Binance.”
Shetty also said in the letter that Binance had profited handsomely from its control of the exchange.
“Binance has unilaterally withdrawn significant amount of moneys (over USD 67 million) which has been earned as trading fees on the WazirX platform,” Shetty wrote in the email to Binance. “Binance transferred these amounts to an internal account solely controlled by it since Binance owned the WazirX wallets.”
To prove his point, Shetty attached a partially redacted email chain that began on July 19, 2021, between Brian Schroder, the CEO of Binance US, and Tushar Patel, the vice president of finance at WazirX, about an amended “share purchase agreement.”
The document, dated Jan. 13, 2020, grants Binance ownership of certain WazirX accounts (the identity of which are redacted in the version CoinDesk reviewed).
'Sole Benefit of Binance'
According to the email chain, the terms of the agreement allowed WazirX to continue “access[ing] and operat[ing] these accounts for the sole benefit of Binance,” which was designated as “the absolute owner(s) of these accounts.”
On July 28, 2021, after Patel agreed to the purchase agreement, Schoder wrote: “Thank you, Tushar, we will start the transfer process and keep you updated.” CoinDesk didn’t see any follow-up messages, if there were any.
If WazirX doesn’t comply with Binance’s requests, Binance’s demand letter made clear that this will effectively sever their relationship.
Sources from both exchanges have said such an outcome would likely crush WazirX, which, according to the Indian exchange’s proof-of-reserves report published Jan. 11, stores 90% of user assets in Binance-controlled wallets.
“If you have funds on WazirX, you should transfer it to Binance. Simple as that,” CZ tweeted after the raid on WazirX in August.
“We could disable WazirX wallets on a tech level, but we can’t/won’t do that,” he added. “And as much as debates as we are enduring, we can’t/won’t hurt users.”Elizabeth Napolitano, Cheyenne Ligon