Bohdan

BOHDAN POPOVCHENKO
International Legal Counsel · Head of Legal · 7+ Years · Blockchain, Crypto & Fintech · Fiat & Crypto Payments · MSB / EMI / PSP Licensing · VC &
Investments · International Tax & Corporate Structuring
Warsaw, Poland · [открыть контакты](см. выше в блоке «контактная информация») · [открыть контакты](см. выше в блоке «контактная информация») · LinkedIn

PROFILE
• Head of Legal for crypto, fintech and investment businesses, building and leading legal functions end-to-end across licensing, cross-border structuring, investment
transactions and regulatory risk management for global fiat, crypto and payment operations.
• Selected matters: structured €30M+ in investment deals; built a corporate structuring and licensing strategy for a crypto-asset platform with $100M in assets under
management; registered security over a distressed €700K investment, giving the fund secured-creditor status; through negotiated settlements and no-claims
agreements, removed ~€1.5M of potential portfolio-company claims and cut employment-related exposure from €350K to €80K.
• Head of Legal of an investment fund since 2024 (previously in senior crypto and fintech lawyer roles from 2019 to 2024), owning the full legal function across the
fund and its 20 portfolio companies: due diligence, deal structuring, M&A, post-closing enforcement, corporate governance, licensing and regulatory matters.
• Blockchain & Fintech Lawyer with 7+ years of experience, having led 40+ crypto and fintech projects end-to-end and worked on 100+ in total across the EU, UK,
US, Canada, Switzerland, UAE, Singapore, Hong Kong and Japan, as well as offshore jurisdictions (BVI, Cayman, Seychelles, Mauritius and others); obtained 20
crypto, payment and financial licences (30+ together with the team under my supervision).
• International Tax Lawyer: advised 50+ companies on cross-border tax, WHT and DTT planning across those jurisdictions, at both corporate and personal-beneficiary
level, including CFC rules and IP Box regimes.

CORE COMPETENCIES
Payments & infrastructure: Fiat & crypto payments · crypto-to-fiat / fiat-to-crypto exchange services · crypto-fiat gateway & payment-gateway integrations · MSB,
EMI, PSP & MTOs · merchant acquiring · IBAN provisioning, dedicated IBANs & embedded banking solutions · payment systems & payment solutions · B2B cross-
border payment & IBAN infrastructure
Onboarding & compliance: MSB/EMI onboarding · PSP & exchange onboarding · banking & client onboarding · KYC/KYB, CDD & account verification ·
AML/CFT, sanctions & transaction screening · compliance questionnaires, policies & procedures · regulatory compliance & regulatory interaction · internal audits,
reconciliations & investigations
Corporate & contracts: Corporate structuring & governance in onshore/offshore jurisdictions · company incorporation, charter documents, appointment of local
officers & director/shareholder appointments · shareholder arrangements, powers of attorney & board resolutions · international agreements & service contracts with
PSPs, KYC/AML vendors, banking partners & compliance vendors · legal policies & website disclaimers for crypto-exchange, P2P, custody & gateway operations ·
corporate documentation · IP/trademark protection & legal support for marketing/UX
Coverage & delivery: Global operations across LatAm, APAC, EU, Africa & North America · strategic support to founders, finance & risk teams · regulatory-
compliant policy development · direct impact on legal design of crypto-fiat infrastructure · operating with autonomy in a remote, agile environment · serving medium-
and low-risk B2B clients in fluent English

WORK EXPERIENCE
Head of Legal, XANADA INVESTMENT LTD (VC investment fund) Cyprus · 2024 – Present
Investment legal support
• Full legal ownership of the fund’s investment process across the fund and its 20 portfolio companies: legal due diligence, structuring and drafting of investment terms
and agreements, negotiation through signing, and oversight of closing and post-closing funding milestones.
• Drafted full sets of investment agreements for deals averaging ~€2M, including Subscription Agreements, Partnership Agreements, SAFEs, SAFTs, SHAs,
Debentures, Loan and Convertible Loan Agreements; also handled share issuances, constitutional documents and multi-class equity structuring, with LCIA, VIAC
and CAMC arbitration provisions and consideration structured in both fiat and crypto (including USDT and USDC).
• Handled distressed and special situations across the portfolio, including debt restructurings, settlement agreements, debt-forgiveness instruments, penalty and
extension mechanics, and registration of security to obtain secured-creditor status for the fund.
Corporate governance & tax
• Handled the fund's corporate governance: share-capital increase resolutions (to correctly register incoming investor capital), share issues and transfers into holding
structures, M&AA amendments with the Cyprus Registrar, and passed the fund's annual audits with no findings.
• Built international corporate structures from concept to completion: jurisdiction selection, incorporation, share issues, allocations and transfers to the investor,
amendments to constitutional documents with investor-control mechanisms, shareholder and board resolutions, and ongoing corporate maintenance of the group
across 12+ jurisdictions.
• Tax optimisation at corporate and beneficiary level: WHT and DTT analysis, effective tax-burden modelling for profit distributions, and IP Box regime planning.
• Registered the fund as a Cyprus Company of Foreign Interest; relocated 5 employees to Cyprus and handled their social-security registration and ongoing
administration; secured Spanish digital-nomad visas for relocating staff; and handled hiring and termination matters for UAE companies.
• Experience across key holding jurisdictions, including Cyprus, the UAE (including major free zones), the US and the UK.
Due diligence & portfolio
• Performed legal due diligence on targets before investing: corporate structure, regulatory status, litigation and sanctions exposure, key contracts and IP, with pre-
investment optimisation proposals where applicable.
• Owned the full legal cycle for the portfolio's iGaming, crypto, fintech and investment projects: corporate, commercial contracts, employment, regulatory compliance
and IP; supported internal reconciliations, debt verification and policy development with the finance and risk teams.
• Worked with banks, EMIs, PSPs and crypto exchanges on payment and exchange services; performed AML, KYC, CDD and sanctions screening on counterparties
and beneficial owners, source-of-funds review and account opening/verification for client onboarding and high-value transactions.
Key achievements
• Averted approximately €1.5M in potential portfolio-company claims exposure through negotiated settlements and no-claims agreements.
• On project wind-downs, secured Full and Final Settlement Agreements (no-claims) and IP Assignment Agreements with 40+ participants (employees, team members
and counterparties), reducing potential claims exposure from approximately €350,000 to under €80,000.
• When an invested project breached its warranties, registered security over the €700,000 investment, obtaining secured-creditor status for the fund against the
project’s founders as debtors.
• Developed a 30-jurisdiction EU/EEA legal and regulatory analysis for a portfolio crypto and CFD trading platform, covering MiCA, MiFID II and EU banking-
regulation matters, and supporting Apple App Store approval across the EU/EEA.

Senior → Leading International Lawyer (Crypto & Fintech), Fintech Harbor Consulting Warsaw · 2023 – 2024
• Led a team of 3 lawyers on legal matters for crypto and fintech businesses.
• Supported the obtainment of 20+ crypto, payment and financial licences (30+ together with the team under my supervision): EU VASP, Canada MSB, UAE PSP,
Mauritius Broker-Dealer and EU SPI.
• Advised on MiCA/CASP, EMI, EU banking regulation, US MTL and UAE VARA matters.
• Provided legal support to crypto businesses on MiCA and MiFID II compliance, including risk assessment and legal optimisation, for crypto exchanges, DEXs,
algorithmic trading platforms, utility token issuers, crowdfunding platforms, DAOs, DeFi protocols and NFT projects.
• Managed licensing engagements from planning to completion, including company registration, business-model description, regulator-facing submissions and post-
licensing support.
• Led M&A acquisitions of ready-made, licensed crypto and payment businesses: drafted and negotiated Share Purchase Agreements and managed closing, including
board and shareholder resolutions, director changes and closing documentation.
• Drafted and negotiated the core crypto and fintech contract base: Sale of Real Estate for Crypto, Token Sale, Custody and White-Label, Payment-Processing, Sale-
and-Purchase and Exchange, Licence and Collaboration, Agency and Referral Agreements.
• Advised on EMI and banking regulation across the UK, Lithuania, Malta, Spain and Singapore; built corporate and tax structures across 30+ licensing regimes.
• Supported 40+ crypto and fintech businesses; wrote 5+ articles and conducted 5+ professional webinars on crypto, fintech, banking regulation and MiCA.

Senior Blockchain Lawyer → Legal Team Lead, Baseley & Partners (formerly AVA Legal) Prague · 2021 – 2023
• Led a legal team of 5 lawyers on legal matters for crypto businesses; coordinated external counsel in multiple jurisdictions.
• Provided legal support for crypto exchanges, algorithmic trading platforms, crypto investment and crowdfunding platforms, market makers, DAOs and NFT projects
across the EU, US, UAE, UK, BVI, Switzerland and Canada; acted as an outsourced legal function for multiple crypto companies across their global operations.
• Managed regulatory licensing and incorporation from planning to completion, including regulator communication for business-model approvals: crypto licences in
Canada, the UAE and the EU.
• Drafted and negotiated the core crypto contract base: Cryptocurrency Sale-and-Purchase Agreements, AML Policies for exchanges, Master Agreements on market
making, NFT Artist Agreements, SAFEs, LOEs, NDAs, and platform policy suites (Terms of Use, Privacy and Acceptable-Use).
• Handled comparative crypto licensing and corporate and tax structuring across 20+ jurisdictions, including the US, EU, UK, Switzerland, UAE, Singapore and
offshore jurisdictions; advised on optimal regime selection for security and utility tokens.
• Structured the licensing and corporate setup for a crypto-asset-management platform managing over $100 million in client assets.
• Led token-issuance legal structuring from planning to implementation, including the Take My Muffin project and a Timur Bekmambetov NFT project.
• Achievements: negotiated 50+ client engagements and delivered 60+ matters across 15+ jurisdictions in 2022-2023.

International Tax Lawyer & Legal Analyst, Baseley & Partners Prague · 2020 – 2021
• Conducted comparative tax-burden analysis and modelling for traditional and crypto businesses, covering corporate tax, WHT on dividends and VAT; resolved
complex withholding-tax and double-tax-treaty matters.
• Advised on US and EU international tax matters, including CFC, GILTI, BEAT, qualified-dividend and tax-residency planning, and IP Box analysis across Cyprus,
the UK, Ireland and the Netherlands.
• Developed tax-optimisation strategies at corporate and shareholder (beneficiary) level; prepared tax and corporate-structure flowcharts and presented them to C-level
stakeholders.
• Structured early-stage crypto, IT, marketplace, crowdfunding and iGaming businesses, including legal structures, licensing pathways and incorporation planning.
• Drafted commercial contracts, advised on patentability and trademark strategy (including a 3D trademark for Flipper Zero and a US provisional patent application),
and covered data-protection requirements under GDPR, CCPA and SHIELD.
• Achievements: supported 50+ projects across 15+ jurisdictions; authored an NFT explainer published by Racurs.

Junior Lawyer, Baseley & Partners Prague · 2019 – 2020
• Conducted multi-jurisdictional research into case law and tax-authority practice; drafted and negotiated contracts; and prepared legal opinions on tax and regulatory
planning for fintech, crypto, EdTech and IT businesses.

LEGAL AI & INNOVATION
Built “Mike Ross,” a private, fully local multi-agent legal-AI system running self-hosted open-weight 80B and 27B models on owned Mac Studio and Mac mini
hardware, with no client data sent to third-party tools, for RAG-grounded drafting, research and regulatory monitoring; reduced drafting time on standard agreements
by ~30%, with every output reviewed and approved by me before release. Earlier designed a 5-tool LLM workflow for a legal team in 2023.

PUBLICATIONS & SPEAKING
Speaking
• Speaker, MARE BALTICUM Gaming & TECH Summit 2025 (HIPTHER Baltics), Vilnius, 27–28 May 2025: “Regulating the Chain: Compliance, Licensing &
Legal Trends in Web3”; speaker at Forklog (NFT, stablecoins) and Cryptodealers (DeFi); participant, Blockchain Life 2023, Dubai.
Publications
• European Forex License (ranked #1 on Google).
• UK EMI License (ranked #1 on Google for a period).
• Cryptocurrency Licensing in Canada.
• LinkedIn crypto regulation & licensing series (2025): South Korea, Japan, Brazil, Argentina, Australia; Implications of MiCA in 2025; Canadian MSB Registration.
• Article on NFTs published by Racurs.
• Included in the end credits of the animated series Take My Muffin as part of the Legal Department.

KEY CLIENTS
KickICO · STO Box · Bright Box · Toonbox · DeFi Watch · WARGAMING · BAZELEVS · SkyEng · GetRentACar · Cinemood · Negev Capital · Bankana · Flipper
· Bitrix24 · Vita Markets · Timur Bekmambetov · Take My Muffin

KEY REGULATORY EXPERTISE
MiCA / CASP · MiFID II · 5AMLD · FATF VASP Guidance · PSD2 / proposed PSD3 · EMD2 · AIFMD · CRD V · US Securities Act of 1933 / Exchange Act of
1934 · Canada FINTRAC MSB framework · Singapore MAS frameworks · UAE VARA, DIFC and ADGM frameworks

PRACTICE AREAS
Crypto & Web3 regulation · Fintech & payments regulation · Funds & securities regulation · International law · Financial law · Corporate law across the UK, Cyprus,
the US and EU jurisdictions · International tax · Employment & immigration · Intellectual property

EDUCATION
• Higher legal education — LLM (Master of Laws), Legal Business Consulting, Taras Shevchenko National University of Kyiv, 2019–2021
• LLB (Bachelor of Laws), Taras Shevchenko National University of Kyiv, 2015–2019

LANGUAGES
English: C1 (incl. legal terminology and writing) · Ukrainian and Russian: native · Spanish: B1+ · Polish: A2+