L40° acted as exclusive M&A advisor to KrakenD, the Barcelona-based API gateway provider, on its acquisition by Shop Circle, a global AI-driven software group.
Founded in 2016, KrakenD has established itself as a developer-first API gateway trusted by governments, financial institutions, telecom operators, healthcare providers, and Fortune 500 companies. With deployments on millions of servers worldwide, its technology is recognized for scalability, security, and performance in mission-critical environments.
As part of Shop Circle, KrakenD will continue to operate independently, with its founders and team remaining in place. The transaction provides additional resources to accelerate its roadmap, expand global reach, and embed next-generation AI-native features.
Advisor Insights: Lessons for Software Founders
Reflecting on the transaction, Ignacio Villanueva, Partner at L40° and lead advisor on the deal, shares several lessons for founders considering a sale:
- EBITDA-based earnouts can undermine value
Earnouts tied to profitability often become unpredictable once founders no longer control operations. Post-acquisition decisions by the buyer — such as cost allocations, hiring, or product investments — can directly affect margins and reduce payout certainty. L40° guided KrakenD to secure a structure that avoided this risk, ensuring value was realized upfront. - Debt financing creates execution risk
Some buyers offer aggressive valuations but rely heavily on external debt to fund acquisitions. Financing is never guaranteed, and delays or lender pushback can derail a transaction even after an attractive offer is signed. We prioritized counter-parties with strong balance sheets and execution certainty to protect deal momentum. - Change-of-control clauses must be managed early
In infrastructure software, large contracts with governments or enterprises often require client approval when ownership changes. If not addressed upfront, these clauses can threaten deal certainty. For KrakenD, we helped identify and proactively manage these risks, reducing the chance of surprises late in diligence. - Strategic vs. financial buyers: different dynamics
Strategics typically run lighter diligence processes but demand tighter integration post-acquisition, which can impact independence. Financial buyers tend to run heavier diligence but often allow founders greater autonomy afterward. Understanding these trade-offs was critical for KrakenD, whose founders wanted to continue leading the product while gaining global scale.
The Outcome
- Shop Circle acquisition: adds a mission-critical API gateway to its enterprise infrastructure portfolio.
- Founder and team continuity: as part of the agreement, KrakenD will continue to operate independently, with its founders and team remaining in place — ensuring product vision and culture are preserved.
- Accelerated growth: enhanced resources to scale internationally and embed AI-native features into the roadmap.
Advisor’s Perspective
“Our objective is always to anticipate these issues early and structure transactions that give founders both security and strategic upside.”
Ignacio Villanueva, Partner, L40°
Founder’s Perspective
“KrakenD was born from a simple idea: build the most efficient, scalable, and secure API gateway. That mission does not change. With Shop Circle, we gain the resources to accelerate our vision and deliver even more value to our customers.”
Albert Lombarte, Co-Founder & CEO, KrakenD
Contact L40° to explore how we can support your software business through a strategic exit and secure the right long-term partnership.
