Secondary (Kraken)

Key Information

New Type of Secondary Offering

Given that this product differs from most secondary campaigns on the Republic Europe platform, we urge all investors to read the information below and ensure you understand the terms in full before making your investment.

Campaign Information

All of the information relating to Payward, Inc. (Kraken) contained in this pitch, including the Key Information section, has been taken from publicly available information. Kraken has not endorsed this campaign. There is a risk this information is incorrect or outdated. Republic Europe has not verified any of the information set out in this pitch, and all investors must complete their own due diligence prior to making an investment decision.

UK Investment only

This campaign will only be open on our UK platform, and not on our EU platform.

Share Price

The share price is $40.50 and has been calculated by reference to share prices of Kraken secondary allocations currently available to Republic Europe whilst taking into account costs related to securing such secondary allocations. This has been converted to £29.94 using the FX rate of 1 USD= 0.7393 GBP

Cancellation of the Campaign

Republic Europe has the right to cancel this campaign in the event that secondary allocation in Kraken cannot be secured. This could be due to a lack of secondary allocations available in the market or Kraken’s right of first refusal (ROFR) process.

An ROFR process will apply when Republic Europe agrees with a Kraken shareholder (the Seller) to purchase their shares.

Kraken’s existing shareholders have the first chance to buy these shares at the same price within a defined timeframe.

Kraken shareholders will either waive their ROFR rights or purchase the shares from the Seller.

Once the ROFR process has been completed, and only if the shareholders waive their ROFR rights, Republic Europe may complete the purchase of the Kraken shares from the Seller.

In the event existing shareholders take up their ROFR rights, then Republic Europe will not be able to proceed with the purchase of Kraken shares with the Seller, which may lead to the campaign being cancelled and investment funds being returned to Republic Europe investors.

Kraken Share Capital

Republic Europe does not have information on Kraken’s share capital structure.

Republic Europe Intends to purchase Common Stock in Kraken.

Kraken has Preferred Stock as well as Common Stock. All share classes carry voting rights.

On an exit or liquidation, holders of the Preferred Stock will receive a preferential amount prior to holders of Common Stock receiving any proceeds. These shareholders also benefit from enhanced dividend rights.

In the event Kraken raises further equity investment, there is a risk that this may be structured as additional Preferred Stock . This will mean that proceeds available to Republic Europe (as a shareholder in Kraken holding Common Shares) on an exit or liquidation of Kraken will be impacted, as preference shareholders will be paid out first.

Distributions

Investors through Republic Europe will benefit from the economic rights attached to the Kraken shares. In the event of distributions from Kraken (e.g. a dividend, proceeds from a mandatory sale of the Kraken shares etc), this will be distributed to underlying investors pro rata to your investment. Please note that the following deductions will be made from distributions:

• costs and taxes incurred by the Nominee as a result of the distribution; and

• Republic Europe’s carry fee of 10% in the event profits are made.

Transferability of shares

In the event that Republic Europe can no longer hold the Kraken shares on your behalf, it will seek to transfer the shares to an alternate holder by following the transfer processes in accordance with the company’s constitutional documents and under Delaware law. This means that a ROFR may apply.

Liquidity

Kraken is a private company, so the shares held by the Nominee are not easily transferable. This investment should be viewed as long-term and illiquid.

Shares in Kraken may be available for listing on Republic Europe’s Secondary Market, but this is not guaranteed and should not be relied on as an exit. Investors should consider this a long-term, illiquid investment.

After your investment has completed, you may be able to create tokens that correspond to your investment in this campaign, at Republic Europe’s discretion. If tokens are offered, receiving tokens will be optional for investors.

Trading a token represents an instruction to Republic Europe to transfer the corresponding share to the buyer of that token.

It’s expected that you may be able to trade these tokens on one or more qualifying platforms, including INX Digital, subject to any lock-up periods and standard onboarding requirements such as identity verification and agreement to our transfer terms.

This structure aims to open up future opportunities for secondary trading, though the liquidity of the underlying shares cannot be guaranteed.

Fees

Investors will be charged an upfront fee of 2.5% of their investment amount, subject to a minimum of £5 and a maximum of £250. This is charged at the point of investment.

Tax

The tax treatment depends on your individual circumstances and may change. We do not provide tax advice. You should seek independent tax advice before investing.

General Disclosures

Capital at risk: Investing in private securities involves high risk, illiquidity, and the potential for total loss of capital. Investment in crowdfunding projects entails risks, including the risk of partial or entire loss of the money invested.

This campaign is not issued by, sponsored by, or affiliated with Kraken. Kraken has not reviewed, endorsed, or participated in this offering in any capacity.

This product does not confer equity or ownership in Kraken. Investing in this campaign does not grant any direct interest in Kraken or its shares, nor any direct rights in respect of Kraken including voting rights, dividend entitlements, or access to company information. Any economic returns are received indirectly through the Nominee, if and when available.

Shares in Kraken are not traded on any public exchange. A secondary market may not exist, and transfers are restricted and permitted only in limited circumstances at the discretion of the Republic group.
Past performance is not a reliable indicator of future results. Any valuations, projections, or targets are speculative and not guaranteed.

This investment campaign is for informational purposes only and does not constitute investment, legal, or tax advice. You should seek independent professional advice before investing.

This investment is not covered by the Financial Services Compensation Scheme (FSCS).