Ripple acquires Toronto-based stablecoin payments platform Rail for US$200 million

Deal expands Ripple's stablecoin infrastructure and B2B cross-border payments capabilities

On August 11, 2025, San Francisco-based Ripple Labs Inc., a leader in enterprise blockchain and crypto solutions, completed its acquisition of Rail, the Toronto-based stablecoin-powered platform for global payments operated by Layer2Financial Inc., for US$200 million in a combination of cash and equity. The transaction had been announced on August 7, 2025. The deal strengthens Ripple's position as a leading provider of digital asset payments infrastructure by adding Rail's virtual account capabilities and automated back-office infrastructure to Ripple's existing global payments platform and stablecoin offerings.

Founded in 2021 as Layer2 Financial by chief eecutive officer Bhanu Kohli and chief technology officer Tarun Mistry, Rail rebranded to its current name in 2024 to reflect its focus on instant international payments. The company's platform connects stablecoins with traditional fiat currency systems through a single API, enabling fast, compliant cross-border B2B transactions. Rail processes payments through partnerships with more than 12 banking institutions and was forecast to handle over 10 percent of the global US$36 billion B2B stablecoin payments market in 2025. Prior to the acquisition, Rail had raised approximately US$10.7 million in a Series A round led by Galaxy Ventures in July 2024. Following closing, Rail's virtual accounts and back-office automation tools are being integrated with Ripple Payments, which offers a payout network and a suite of more than 60 licences across global jurisdictions. The acquisition is consistent with Ripple's broader M&A strategy, having invested more than US$3 billion in acquisitions and strategic opportunities to date, including its US$1.25 billion April 2025 acquisition of multi-asset prime broker Hidden Road.

Dentons acted as Canadian counsel to Rail, with a team led by Chase Irwin (Corporate/VTEGC lead, Ottawa) that included Sean del Giallo (Corporate, Ottawa); Ahad Ahmed (Corporate, Toronto); Neha Issar (Commercial/IT, Ottawa); and Justin Morrell (Corporate, Ottawa). Gunderson Dettmer acted as counsel to Ripple.

Lawyer(s)

Firm(s)

Dentons Canada LLP Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP