rKRKN SPV

Key Information

New Type of Offering

Given that this product differs from most 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 has been taken from publicly available information. Kraken has not endorsed this SPV 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 There is a risk this information is incorrect or outdated.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.

Indirect Investment in Kraken

Investors will not acquire shares directly in Kraken but instead will be investing in the SPV. Following completion of this campaign, the SPV will acquire a secondary allocation of Kraken shares using the funds raised in this campaign. Once this happens, you will receive shares in the SPV under the Republic Europe nominee structure. As such, investors will have an indirect interest in Kraken.

SPV Share Price

The share price for the SPV is $40.50 and has been calculated by reference to share prices of Kraken secondary allocations currently available to the SPV whilst taking into account SPV costs related to securing such secondary allocations and managing the SPV. This has been converted to £29.94 using the FX rate of 1 USD= 0.7393 GBP based on the Bank of England's average exchange rate in January 2026.

Please read the update on 16th February to understand the changes to this price since the campaign has been live.

The number of shares in the SPV will mirror the number of Kraken shares held by the SPV.

The SPV has a Pre-Money Valuation of £0. Upon completion, the Post-Money Valuation of the SPV will be equivalent to the total aggregate investment raised in this campaign.

Cancellation of the Campaign

The SPV has the right to cancel this campaign in the event secondary allocation in Kraken cannot be secured. This could be due to lack of secondary allocations available in the market or Kraken’s right of first refusal (ROFR) process pursuant to their constitutional documents. A ROFR process will apply when the SPV agrees with a Kraken shareholder (the Seller) to buy 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 they may wish to purchase the shares from the Seller. Once the ROFR process has completed and only if the shareholders waive their ROFR rights, then the SPV can complete the purchase of the Kraken shares with the Seller. In the event existing shareholders take up their ROFR rights then the SPV 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.

Investing through the SPV

The SPV is a holding entity and is not trading. It has no liabilities and no assets other than the Kraken shares it will hold.

The SPV has a shareholders agreement in order to ensure effective corporate governance within the SPV.

The sole shareholder in the SPV will be Seedrs Nominees Limited, Republic Europe’s custodian entity. The SPV will be managed by Republic Europe, management may change at Republic Europe’s discretion.

Kraken Share Classes

The SPV 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.

In the event Kraken raises further equity investment, there is a risk that this may be structured as additional preference stock. This will mean that proceeds available to the SPV (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 in the SPV will benefit from the economic rights attached to the Kraken shares held by the SPV. In the event the SPV receives distributions as a result of it being a Kraken shareholder (e.g. a dividend, proceeds from a mandatory sale of the Kraken shares etc), this will be distributed to shareholders in the SPV pro rata to your investment. Please note the following deductions will be made from distributions:
- costs and taxes incurred by the SPV as a result of the distribution; and
- Republic Europe’s carry fee of 10% in the event profits are made.

No Voting or Pre-emption Rights

Investors will not have any relationship with Kraken. Investors will hold shares in the SPV. Any voting rights relating to the Kraken shares held by the SPV will be taken by Republic Europe, acting for investors as a group.

Kraken may raise further equity investment and issue more shares. When this happens, the SPV will not be taking up pre-emption rights even if these are made available by Kraken. This means that in the event that Kraken issues further shares, the holding of the SPV in Kraken will be diluted.

In the event the SPV receives a voluntary offer from a buyer to sell its shares in Kraken, the SPV will not take this decision and instead investors will be asked if they wish to sell their portion of the Kraken shares held by the SPV.

Liquidity

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

Shares in the SPV 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 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.

A carry fee of 10% will be charged on any profits investors make on their investment in the SPV.

Tax

The tax treatment of the SPV 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 SPV, if and when available.

Shares in the SPV 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). European investors are not covered by a deposit guarantee scheme or by an investor compensation scheme