Cometum
Kraken Bond
Invest before the IPO.
Structured secondary-market access to Kraken (Payward, Inc.) — one of the world's largest and longest-operating cryptocurrency exchanges, with an S-1 confidentially filed with the SEC. Exclusively for professional investors.
The bonds offered are an entrepreneurial investment with risks. In principle, a total loss of the invested capital cannot be ruled out.
* Pre-IPO markets move fast, and exact prices are confirmed only at the time of the trade. That's why every order includes a protective buffer – so your execution stays smooth and reliable even when the market shifts. In practice, we usually execute at around the current secondary market valuation, well below the cap. The cap is your ceiling, not your price: by placing an order, you consent to execution at any level up to it.
One of the world's largest and longest-operating crypto exchanges
Kraken, operated by Payward, Inc., has scaled from a Bitcoin-only spot exchange into a full-service digital-asset platform spanning spot trading (1,100+ pairs), derivatives, staking, institutional custody, tokenized equities, and stablecoin payments. Ranked #1 globally for Q3 2025 by Kaiko, the platform holds USD 59.3 billion in assets across 5.2 million funded accounts — competing directly with Coinbase, Binance, Gemini, and Bullish.
In November 2025, Kraken confidentially filed an S-1 with the SEC, signaling intent to go public. The company secured a Federal Reserve master account (April 2026), giving direct access to U.S. payment rails, and is pursuing a federal crypto-bank charter via the OCC. Co-CEO Arjun Sethi stated at Consensus Miami in May 2026 that Kraken is "80% ready" to go public.
Kraken generated USD 1.5 billion in revenue and USD 400+ million in adjusted EBITDA in 2024 — a milestone for any private crypto exchange. Q3 2025 revenue reached USD 648 million (+50% QoQ), with adjusted EBITDA of USD 178.6 million. With the S-1 filed and a profitable, scaled business, Kraken is positioned as the leading non-public peer to Coinbase (NASDAQ: COIN).
From $4B to $20B —
and an indicative cap on the entry valuation
Kraken's most recent primary financing valued the company at USD 20 billion (November 2025 round). Current secondary-market activity indicates a range of USD 9 to 12 billion (secondary-market indication, September 2026). The dashed line marks Cometum's indicative entry valuation cap.
Solid line = primary rounds. Open point = current secondary-market indication (USD 9 to 12 billion, September 2026). Source: Cometum analysis based on public data and market research (CoinDesk, Forge Global, Hiive, Nasdaq Private Market (Sept 2026), TSG Invest, Allied Venture Partners, Bloomberg, Reuters, Kraken filings). All valuation figures are indicative. Actual transaction values may vary and do not necessarily reflect Cometum's entry price. Dashed line = Cometum entry valuation cap (non-binding, indicative).
How your investment participates economically in Kraken's value development
— via a subordinated bond, without acquiring any shares.
Investors purchase the Cometum Bond — a German security with €1,000 denomination and €5,000 minimum subscription. The bond confers no share, membership or ownership rights in Kraken.
Cometum's SPV participates in one or more special purpose vehicles.
These special purpose vehicles are directly or indirectly holding the shares of Kraken (Payward, Inc.). Only the SPV chain holds shares — investors participate exclusively via the bond.
Opportunities & Risks
Opportunities
- Profitable at scale: USD 1.5 billion revenue and USD 400+ million adjusted EBITDA in 2024 — rare for a private crypto exchange.
- S-1 filed & "80% ready": Confidentially filed November 2025; near-term IPO catalyst once crypto market conditions stabilize.
- TradFi institutional anchor: Citadel Securities, Jane Street, DRW, T. Rowe Price, Deutsche Börse on cap table — strong public-market signaling.
- Fed master account & OCC charter: Direct access to U.S. payment rails (April 2026); pending federal crypto-bank charter would be a category-defining moat.
- M&A flywheel: NinjaTrader (USD 1.5B, ~2M traders), Bitnomial (CFTC derivatives), Reap (stablecoin payments) expand TAM and distribution.
- Coinbase-comparable optionality: Only major non-public peer to Coinbase; potential premium re-rating at IPO given diversified revenue and global footprint.
- Q3 2025 momentum: Revenue +50% QoQ to USD 648 million; platform assets +34% QoQ to USD 59.3 billion; futures DARTs +42% QoQ.
Risks
- Crypto market cyclicality: Bitcoin declined from USD 126,000 (October 2025) to ~USD 65,000 (April 2026); revenue is highly correlated with crypto trading activity.
- Qualified subordination & pre-insolvency enforcement bar: All claims under the bonds are subject to a qualified subordination (see Sec. 2.2 and 2.3 of the Terms & Conditions). Payments of interest and principal are excluded not only in insolvency proceedings, but already outside insolvency for as long as and to the extent that such payment would cause the Issuer's over-indebtedness or inability to pay. Payments may therefore be delayed, reduced or lost entirely, up to a total loss of the invested capital.
- Regulatory uncertainty: Despite a more favorable U.S. environment under Trump, global crypto regulation (EU MiCA, UK FCA, Asian frameworks) remains in flux; stablecoin and derivatives rules are tightening.
- IPO market timing: S-1 confidentially filed November 2025 but listing window pushed beyond Q1 2026 due to weak crypto-IPO performance (five 2025 crypto IPOs down ~31% in Q4 2025).
- Competition: Coinbase (NASDAQ: COIN), Binance, Gemini, Bullish, Circle, Robinhood Crypto compete on regulation, fees, products, and listings.
- Operational / security risk: Kraken disclosed in April 2026 two insider-related data access incidents affecting ~2,000 accounts, which led to a criminal extortion attempt (refused).
- Valuation volatility: Current secondary-market indication of USD 9 to 12 billion (secondary-market indication, September 2026) versus the USD 20 billion primary mark (November 2025) illustrates significant valuation dispersion.
- Acquisition execution risk: Bitnomial and Reap deals must integrate operationally and clear regulatory approvals.
- Structural & FX risk: Indirect exposure via structured bond; USD currency risk; total loss possible.
Clear terms. Clear exit strategies
via IPO or the secondary market.
Bond
Subordinated bearer bond providing structured participation in the value development of Kraken — issued as a German security.
Cometum fees of 10.5 % are included in the nominal amount. Of each EUR 1,000 subscribed, EUR 895 is the investment amount that participates in Kraken at the indicative entry valuation cap; distribution partner costs of up to 10 % are reflected in the cap. No ongoing fees are charged by Cometum. Additional costs may apply at the level of the underlying investment vehicles.
The documents decisive for
the assessment of the bond
For professional clients as defined by MiFID II only. Only the information provided in the issuer's offering documents is decisive for the assessment of the bond.
Terms and Conditions
The binding terms and conditions of the Cometum Kraken Bond (ISIN DE000A4AVXJ9).
Status: June 2026
Download PDFInformation for the Consumer
Statutory consumer information pursuant to Art. 246b EGBGB.
Status: June 2026
Download PDFRisk Warnings
The specific risks associated with the bonds of Cometum Direct Invest GmbH & Co. KG.
Status: June 2026
Download PDFCapital markets expertise,
built for private markets
Sascha Miller
Lawyer specialized in banking and capital markets law. Previously Ashurst LLP and CACEIS Bank.
sascha.miller@cometum.comUwe Passmann
Specialist in Wealth Management & B2B Sales. Previously Scalable Capital and Reimann Investors.
uwe.passmann@cometum.comRequest access to the Kraken Bond
Available exclusively to professional clients as defined by MiFID II. Contact our team to receive the offering documents, terms and conditions, and the full risk notice.
Only the information provided in the issuer's offering documents is decisive for the assessment of the bond.Risk Notice
This website is operated by Cometum Direct Invest GmbH & Co. KG (the Issuer). All contents of this website are contents of the Issuer and are the sole responsibility of the Issuer. This product is intended exclusively for professional clients as defined by MiFID II. Buyers of a bond assume a significant risk, which can lead to the complete loss of the invested capital. The information provided here is non-binding promotional material and, in its nature and form, expressly does not constitute financial or any other investment advice, nor does it constitute an invitation to submit an offer to purchase, an offer to subscribe to or buy the issuer's bond, or a public offering of securities. The information mentioned in no way replaces investment advice tailored to the investor's circumstances. Only the information provided in the issuer's offering documents (Cometum Direct Invest GmbH & Co. KG), i.e., the terms and conditions of the bond and the risk notice, are decisive for the assessment of the bond. Cometum is not a bank, but solely an issuer and product provider for exclusive private markets products. This investment does not involve the direct acquisition of Kraken shares by the investor; the bond confers no share, membership or ownership rights. Investors participate economically via a subordinated bond in the value development of Kraken, while only the SPV chain directly or indirectly holds shares. All claims under the bonds are subject to a qualified subordination (Sec. 2.2 and 2.3 of the Terms & Conditions): payments of interest and principal are excluded not only in insolvency proceedings, but already outside insolvency for as long as and to the extent that such payment would cause the Issuer's over-indebtedness or inability to pay — payments may be delayed, reduced or lost entirely. Currency / FX risk: Kraken's underlying business and secondary transactions are predominantly denominated in USD, while the bond is issued in EUR; exchange-rate fluctuations between USD and EUR may materially affect the economic outcome for investors. Fees and costs: entry fee and participation fee, as well as SPV, structuring, custody and administrative costs along the SPV chain, reduce the investor's net economic participation; full details are set out in the offering documents. Dilution risk: Kraken may issue additional shares or instruments in future financing rounds, IPO transactions or M&A activity; such issuances may dilute the economic value passed through the SPV chain to the bond. The information regarding the current valuation of Kraken serves informational purposes only. The valuation at which structured participation in Kraken takes place may differ from the current market valuation and does not indicate an indicative entry price from Cometum. The company operates in a highly competitive market environment characterized by regulatory developments and geopolitical uncertainties. Cometum participates directly or indirectly through one or more investments in special purpose vehicles, which in turn are directly involved with Kraken. The Kraken bond is therefore an entrepreneurial investment with risks. In principle, a total loss of the invested capital cannot be ruled out.