
Payward says Mazars' 2023 exit blocked state licenses for the TradeStation Crypto acquisition, with $12.5 million of the $22 million award tied to that deal.
Kraken's parent company Payward Inc. is suing former auditor Mazars USA for $22 million, seeking to enforce a confidential arbitration award that blames the accounting firm's late-2023 withdrawal for a licensing crisis. Redacted arbitration rulings show Mazars' departure left Kraken scrambling to find a new auditor while state regulators held up approvals. The award allocated $12.5 million of the damages specifically to Kraken's acquisition of TradeStation Crypto, a deal that required money-transmitter licenses in multiple states.
Kraken said the deal, announced in 2023, stalled as Mazars' exit triggered questions from state regulators about the exchange's audit history. Payward had to reapply with a new auditor, delaying the acquisition and adding legal and compliance costs, according to the redacted filings. The arbitration panel found that Mazars' abrupt pullback directly caused the regulatory holdup, not any deficiency in Kraken's own filings.
Mazars was one of several auditors that pulled back from crypto clients after FTX's collapse in late 2022. The firm had served as Kraken's auditor for years, and its withdrawal forced the exchange to seek a replacement while navigating state-by-state licensing processes. The TradeStation Crypto acquisition, aimed at expanding Kraken's U.S. retail brokerage footprint, required approvals from states including New York, California, and Texas – each of which requested updated audit materials after Mazars stepped away.
Payward's lawsuit, filed in a California state court, asks the judge to confirm the arbitration award as a formal judgment. The award itself remains largely under seal, with only redacted summaries made public. The case illustrates the operational risk that a single auditor's decision can pose to crypto firms whose licenses depend on continuous audit coverage – a dynamic that other exchanges with pending regulatory applications are watching closely.
The arbitration panel also cited Mazars' failure to give adequate notice. The firm withdrew from crypto audits in October 2023, telling clients it was reassessing the sector's risk profile, according to contemporaneous reports. Kraken said it was given only days to find a replacement, and some state regulators refused to accept an interim audit from a new firm without a full review cycle.
Payward's claims include breach of contract and professional negligence. Mazars has not yet filed a response in court. The redacted arbitration decisions note that the accounting firm disputed the scope of its obligation to continue serving Kraken through the acquisition process. The award includes $22 million in total damages, with the remainder covering legal fees and costs associated with the licensing delays.
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