BOARD FEEDBACK — FEBRUARY 2026
Clarity & Next Steps
Following Tony's review of the initial proposal, this document captures the key clarifications, required adjustments, open questions, and strategic implications that will shape the next phase of our engagement.
What Tony Clarified
Cash Upfront Flexibility
Cash upfront is flexible and can be up to $75M if the deal is really good and makes sense. This is significantly higher than the initial $20-40M parameter, indicating willingness to deploy substantial capital for exceptional opportunities.
Mandate Source
The mandate is from Tony personally (as major shareholder and advisor), not from the company directly. This means faster decision-making and more streamlined evaluation before company-level review.
Deal Flow Process
Tony will evaluate targets first, then take them to the company. This two-stage process is much easier and faster, leveraging Tony's position as the largest shareholder.
Debt Comfort Level
Flexible on financial condition and open to distressed assets, but NOT if the distress is due to high levels of debt. Debt is not required but also not disqualifying unless it's the primary driver of distress.
Crypto Preference
Better NOT to be crypto-native. While the original brief suggested crypto exposure, Tony clarified that non-crypto businesses (fintech, infrastructure, enterprise SaaS) are preferred over pure-play crypto companies.
Target Profile — Not Distressed
Tony is NOT looking for distressed businesses. He's just looking for a good business — most likely private, hard to find good deals that are already listed.
Geography — Anywhere
Does not have to be Australian — can be anywhere. This significantly expands the target universe beyond Australia.
Accounting & Track Record
Needs good accounting and track record. Financial transparency and proven operational history are critical requirements.
What We'll Adjust
Cash Parameter
BEFORE:
$20-40M cash upfront
AFTER:
$20-75M cash upfront (flexible based on deal quality)
Mandate Clarification
BEFORE:
Engagement with DigitalX Limited
AFTER:
Mandate from Tony Poli (major shareholder, acting as advisor) — streamlined decision-making before company-level review
Target Criteria — Debt
BEFORE:
Not explicitly addressed
AFTER:
Flexible on financial condition — open to distressed assets UNLESS distress is driven by high debt levels
Crypto Positioning
BEFORE:
Digital asset infrastructure, crypto-adjacent sectors
AFTER:
Better NOT to be crypto-native — prefer adjacent infrastructure, fintech, or enterprise tech with crypto exposure rather than pure-play crypto businesses
Target Financial Condition
BEFORE:
Flexible on financial condition — open to distressed assets
AFTER:
NOT distressed — looking for good businesses with strong fundamentals, good accounting, and proven track record
Geographic Scope
BEFORE:
Australian businesses (implied)
AFTER:
Anywhere globally — not restricted to Australia. Expands search to international markets.
Still To Clarify
Is there a preferred deal structure (cash+scrip, earn-out, capital raise, etc.) or are all options equally viable?
What's the ideal timeline for first targets to be presented? How quickly can decisions be made once targets are presented?
With global scope now confirmed, are there any geographic exclusions or preferences? Any regulatory considerations for cross-border acquisitions (tax structuring, ASX listing requirements)?
At what stage does the DCC board get involved in evaluating targets? What level of detail do they need before engaging?
Is this engagement exclusive, or are other advisors/bankers also sourcing targets?
New Questions This Brings Up
Why 'better not to be crypto'?
Does this reflect regulatory concerns (ASIC, ASX listing rules), market sentiment (crypto volatility, investor perception), or operational preference (easier integration with non-crypto businesses)? Understanding the rationale will help refine target criteria.
Tony as Mandate Holder
Since Tony is acting as advisor (not on behalf of the company directly), does this mean faster decision-making but board approval still required? What's the approval threshold for Tony to greenlight a target for company-level review?
'Good business' definition
What specific metrics or characteristics define a 'good business'? Revenue growth rate? EBITDA margins? Customer retention? Market position? Understanding these benchmarks will help filter opportunities more effectively.
$75M Cash Ceiling
Is this a hard cap or 'up to $75M for exceptional deals'? What makes a deal 'really good' enough to justify $75M vs. $20-40M? Understanding valuation expectations and deal quality benchmarks is critical.
Next Steps
- Update Proposal — Revise cash parameter, mandate clarification, crypto positioning, and debt/distress criteria
- Circulate Updated Proposal — Send revised version to Tony for confirmation
- Clarification Call — Schedule 15-20 min call to address deal structure preferences, timeline, board process, crypto rationale, and distressed asset definition
- Begin Target Research — Start building pipeline based on updated criteria (non-crypto fintech, infrastructure, enterprise SaaS in Australia)
- Prepare First Batch — Aim to present 3-5 targets for initial review with detailed strategic fit analysis and preliminary structuring options