Luma — GenTwo Case Study

Applies the M&A Playbooks to GenTwo.

Next steps

• Maintain warm commercial relationship pre-LOI
• Preliminary Swiss regulatory status assessment
• CHF/USD FX hedging framework
• Monitor competitor EMEA activity

---

Section 1 — Background

What's in scope. AMC platform business. AssetRush business is being separated and not of interest to us.

---

Section 2 — Strategic Case

2.1 Why Acquire

Strategic drivers.

• Ecosystem Focus. GenTwo extends our multi-sided network into EMEA SP issuers and AMC. Adds 26 countries of reach.
• Play to Win. First-mover in the "assetisation" trend outside Switzerland. Positions Luma as the global AMC operator before competitors consolidate.

Acquisition criteria.

• Network Effects. 26 countries of issuer presence + established EMEA partners (Swissquote, ISP, Sygnum) deepen our cross-border network materially.
• Parenting Advantage. Strong — detailed below.
• Ecosystem Lock-In. AMC platform creates a switching-cost layer for portfolio solutions globally.

Build vs. Buy vs. Partner.

• Not Build. EMEA SP relationships and Swiss AMC infrastructure take years to build organically. Halo moving fast.
• Partner alone insufficient. We are already a partner. Continuing leaves us exposed.
• Partner then Buy. Deepen the partnership to test market and de-risk, then acquire before competitors consolidate.

2.2 Why Luma

How can we show Luma is the best acquirer. GenTwo gets a different outcome under Luma vs. a financial buyer or strategic competitor.

Issuer connectivity. GenTwo's growth depends on broadening issuer coverage. Luma's 25+ issuer connections extend GenTwo's distribution into US-domiciled issuers with EMEA appetite — a standalone GenTwo can't replicate that.

US distribution. GenTwo's strategy is to expand into the US. Luma's advisor distribution, RIA, and private bank relationships make this a year-one acceleration, not a multi-year build.

Data architecture preserving brand. GenTwo's brand value depends on buy-side independence. Luma's multi-issuer data layer supports their platform without compromising that — a bank or other client would.

Cultural fit. Existing partnership reduces integration risk. Founders likely to stay engaged given the relationship is already established.

Why not formal process.

• For GenTwo. Accelerated US expansion and continued buy-side brand vs. forced consolidation by a financial buyer.
• For the founders. Phased payout, retention-linked earnouts, Luma Equity upside, continued operating role.
• Speed and certainty. Bilateral closes faster than auction. Less leak risk to staff, partners, and clients.
• For Luma. No competitive bidding inflation.

2.3 Why Now

Three factors encourage acting within the next 6 months.

• GenTwo is a route to EMEA SP presence. Losing them to a competitor may damage Luma's EMEA credibility — relationships take a long time to build.
• GenTwo's US expansion is already planned. Acquiring before that activates means Luma captures the value of US entry.
• "Assetisation" trend is consolidating — first-mover advantage outside Switzerland erodes quickly.

---

Section 3 — Five Gates Status

3.1 Gate 1 — Strategic

Status. Pass — see Section 2 Strategic Case.

3.2 Gate 2 — Commercial

Status. Open — awaiting data room.

Known findings.

• $7B+ AMC/SP volume since 2018
• 26 countries of issuance reach
• Established partners: Swissquote, ISP, Sygnum Bank

Deal-specific risks.

• EMEA issuer change-of-control. Several relationships may have termination triggers — legal DD priority.
• Revenue concentration. Concentration in Swissquote / ISP / Sygnum could be material.

3.3 Gate 3 — Technical

Status. Open — awaiting data room.

Deal-specific risks.

• Swiss data residency. Local data protection rules may require Swiss/EU hosting; integration architecture must respect this.
• Cross-border data flows. Compliance review will add time given multi-jurisdiction exposure.

3.4 Gate 4 — Financial & Legal

Status. Open — awaiting data room.

Known findings.

• CHF / EUR / GBP revenue mix — FX exposure on earnout and ongoing
• Swiss accounting standards — reconciliation to US standards required for financial DD

Deal-specific risks.

• Swiss financial regulator. May need to approve the change of ownership — early legal assessment needed.
• Swiss employment protections. Restructuring after close requires local consultation and severance.
• AssetRush carve-out. Clean separation required before close.
• Currency moves between signing and close. Protection needed (MAC clause).
• IP ownership. Confirm clean ownership and transferability across jurisdictions.

3.5 Gate 5 — Integration Feasibility

Status. Open.

Integration approach.

• Position GenTwo as Luma's asset management arm globally
• Integrate with Luma's 25+ issuer connections for instant product shelf expansion
• Accelerate US market entry alongside Luma distribution
• Cross-sell to Luma's RIA and private bank clients
• Founders stay as operational leads

Deal-specific risks.

• Capacity constraint. Cannot run more than one major integration in parallel.
• Swiss payroll. Luma's US payroll system can't be used for Swiss employees; provider needed Day 1.
• Data residency constraints. May force a Swiss/EU hosted architecture rather than Luma's primary cloud.

---

Section 4 — Deal Structuring

Preliminary positions. To be developed during DD.

4.1 Structure

4.2 Price & Payout

4.3 Retention & Transition