Past financial results are no guarantee of future performance. Click here for important information regarding Financial Projections which are not guaranteed.

Investments in private companies are particularly risky and may result in total loss of invested capital.

Risks of early stage investment. Not an offer to buy or sell securities. This is a long-term speculative illiquid investment. Investment is not FDIC or SiPC insured.

Payward Inc. (commonly known as “Kraken ”) has not endorsed, participated, authorized, encouraged, agreed, or is in any other way directly participating in this private company offering of the acquisition of its private company equity shares through the SPVs described

Through this second-layer SPV, investors are being offered indirect exposure to Kraken at an implied Price Per Share (PPS) of approximately $46.06, $14.86B post money valuation (after accounting for costs & fees).

The transaction is an acquisition of LP interests in an SPV that owns Series A Preferred Shares in Kraken, priced based on an approximately $38 PPS, $12.26B post money valuation.

Investors will invest in a second-layer SPV (Node Ventures II, a Series of CGF2021 LLC). This vehicle charges a one-time 8% management fee and 0% carried interest. The SPV will pay a one-time maximum organization fee of $12,000 covering fund formation and ongoing administration. The second-layer SPV will invest in the first-layer SPV.

The first-layer SPV charges a 0% management fee and 0% carried interest. Republic’s registered broker-dealer is acting as placement agent for this offering and will charge a 10% placement fee on investments in the second-layer SPV.

After accounting for Republic's 10% placement fee and the one-time 8% management fee at the second-layer level, investors are gaining ultimate exposure to Kraken at an approximate $46.06 PPS, $14.86B post money valuation (based on $3.64 million invested in the second-layer SPV). The precise implied PPS and valuation will vary slightly depending on the final amount invested at the second layer and the pro-rata assessment of all administrative fees.

Investors should carefully review the attached risk disclosures and offering documents before making any investment decision, as these materials contain important information regarding the risks, uncertainties, and limitations of the offering.

Significant growth across key business metrics

Kraken launched in 2011 and quickly grew to become one of the largest crypto exchanges in the world. They are actively transforming into a major financial platform, serving more than 15 million clients across 190 countries.¹ 

Kraken’s user base skews toward serious, high-volume traders rather than casual retail buyers. Revenue per user averaged $2,023 in 2024, reflecting an emphasis on institutional traders.²

As the chart below shows, the company has grown significantly in the last two years reaching 5.7 million funded accounts,³ transaction volume of $2 trillion, adjusted revenue of $2.2 billion, and adjusted EBITDA of $530M in 2025.

Source: Kraken

1   https://research.contrary.com/company/kraken
2  https://www.mitrade.com/insights/news/live-news/article-3-613741-20250201
3  https://blog.kraken.com/news/kraken-2025-financials

Strategic moves to create a global markets platform

Kraken’s moves in the last two years indicate a clear intention to become the preferred home for customers to hold and trade both their digital and traditional assets. 

The company has invested in shared infrastructure that supports multiple asset classes and client segments simultaneously, transforming the company from a single-product exchange into a multi-business financial platform. Services span trading, custody, payments, yield, lending, and market data.⁴

Expanding well beyond its original cryptocurrency basis, Kraken offers trading in over 11,000 U.S. stocks and ETFs, and tokenized stock exposure for non-U.S. customers along with futures, staking, margin trading, and custody services.⁵

They launched the Krak payments app in October 2025, creating a global money platform built on public blockchains. Krak enables instant transfers across over 160 countries while supporting 300+ assets.⁶

Last year, Kraken purchased NinjaTrader for $1.5 billion, giving them a CFTC-registered Futures Commission Merchant with nearly two million traders.⁷ Combined with the Small Exchange acquisition for $100 million, Kraken is now a CFTC-licensed designated contract market and derivatives clearing organization⁸ with fully regulated infrastructure end-to-end.

This activity opens the door to Kraken actively exploring prediction markets to offer users more ways to trade information-driven outcomes.⁹ Co-CEO Arjun Sethi framed prediction markets as a natural extension of their existing liquidity and trading infrastructure, hinting at a 2026 launch.¹⁰

Prediction markets could fulfill Kraken’s goal of interoperability by being linked with other tradable assets. For example, trades that activate based on specific outcomes, creating connections between prediction contracts and cryptocurrencies, tokenized equities, or traditional stocks.¹¹

4   https://blog.kraken.com/news/kraken-2025-financials
5 https://research.contrary.com/company/kraken
6 https://sacra.com/c/kraken/
7 https://blog.kraken.com/news/kraken-to-acquire-ninjatrader
8 https://www.reuters.com/legal/government/kraken-signs-100-million-deal-small-exchange-bulk-up-us-derivatives-business-2025-10-16/
9 https://next.io/news/betting/kraken-teases-2026-prediction-markets-launch/
10 https://www.stableton.com/insights/blog/december-31-2025-kraken-eyes-prediction-markets-in-2026-openai-explores-ads-in-chatgpt-anthropic-unveils-bloom
11 https://next.io/news/betting/kraken-teases-2026-prediction-markets-launch/

Significant funding rounds in 2025 and IPO plans for 2026**

Kraken raised roughly $27 million in primary capital in its first 14 years of existence, largely due to their core identity traits of bootstrapping and discipline.¹²

This changed with the company's aggressive growth plans. In September 2025, they raised $500 million at a $15 billion valuation.¹³ Two months later, they closed an $800 million funding round at an approximately $20 billion valuation.¹⁴ A separate agreement secured a $200 million strategic investment from Citadel Securities in November.¹⁵  Notable investors include Apollo, Jane Street, Tribe Capital, and DRW.¹⁶

Kraken confidentially filed for an IPO with the SEC, targeting a potential public listing in 2026.**

*Past performance is not indicative of future results.

**There can be no assurances that any IPO will occur or occur on the anticipated timeline.

12  https://blog.kraken.com/news/kraken-2024-financials
13 https://fortune.com/crypto/2025/09/25/kraken-ipo-ceo/
14 https://finance.yahoo.com/news/crypto-exchange-kraken-raises-800-222719647.html
15 https://fortune.com/2025/11/18/kraken-citadel-securities-ken-griffin-800-million-fundraise/
16 https://www.coindesk.com/markets/2025/11/18/kraken-scores-usd800m-raise-backed-by-usd200m-citadel-investment

This notice should not be construed as an offering of securities or as investment advice or any recommendation as to an investment or other strategy by OpenDealBroker LLC dba the Capital R ("ODB"). OpenDeal Broker LLC is compensated in cash commission by Node Ventures II, a series of CGF2021 LLC. Company will pay OpenDeal Broker LLC: a 10% placement fee for the dollar value of the securities sold to Investors pursuant to the combined proceeds of the Offering (as such terms are defined in the offering engagement agreement between ODB and Node Ventures II, a series of CGF2021 LLC.

Node Ventures II, a series of CGF2021 LLC has engaged ODB to conduct an offering ("the offering") of LLC Interest issued by Node Ventures II, a series of CGF2021 LLC to eligible persons on the Republic platform (the "Platform").

Risks of early stage investment. Not an offer to buy or sell securities. This is a long-term speculative illiquid investment. Investment is not FDIC or SiPC insured. 

Diversification does not guarantee a profit or protect against losses.

Certain information set forth in this presentation contains “forward-looking information”, including “future-oriented financial information” and “financial outlook”, under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) completion of, and the use of proceeds from, the sale of the shares being offered hereunder; (iii) the expected development of the Company’s business, projects, and joint ventures; (iv) execution of the Company’s vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company’s projects; (vi) completion of the Company’s projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company’s current customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment.

These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements.

Although forward-looking statements contained in this presentation are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

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This Offering is limited solely to Purchasers who are “accredited investors” as defined in Regulation D. To be eligible to participate in the Offering, you will be required to represent to the Company in writing that you are an accredited investor and must have provided a third-party certification attesting to such status as required by Rule 506(c). You must also represent in writing that you are (i) purchasing the Subscription Agreements for your own account and not for the account of others and not with a view of reselling or distributing the subscription agreement, and (ii) not from countries which the Office of Foreign Assets Control has deemed a “sanctioned” country.

In order to qualify as an “accredited investor,” a potential Purchaser must meet one of the following conditions of the date on which the Subscription Agreement is executed and as of the date of the purchase:

(i) Individual – Income Test. An individual who had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the current year;

(ii) Individual – Net-Worth Test. An individual who has a net worth (or joint net worth with his or her spouse) in excess of $1,000,000 (excluding the value of such individual's primary residence);

(iii) IRA or Revocable Company. An Individual Retirement Account (“IRA”) or revocable Company and the individual who established the IRA or each grantor of the Company is an accredited investor on the basis of (i) or (ii) above;

(iv) Self-Directed Pension Plan. A self-directed pension plan and the participant who directed that assets of his or her account be invested in the Partnership is an accredited investor on the basis of (i) or (ii) above and such participant is the only participant whose account is being invested in the Partnership;

(v) Other Pension Plan. A pension plan which is not a self-directed plan and which has total assets in excess of $5,000,000;

(vi) Irrevocable Company. An irrevocable Company which consists of a single Company (a) with total assets in excess of $5,000,000, (b) which was not formed for the specific purpose of investing in the Partnership, and (c) whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;

(vii) Corporations and Other Entities in General. A corporation, partnership, limited liability Company or Massachusetts or similar business Company, that was not formed for the specific purpose of acquiring an interest in the Partnership, and which has total assets in excess of $5,000,000; or

(viii) Entity Owned by Accredited Investors. An entity in which all of the equity owners are accredited investors. OpenDeal Broker LLC is a New York limited liability company. Neither OpenDeal Broker LLC nor Republic Crypto LLC d/b/a Republic Advisory Services (“Republic Advisory Services”) nor any of their affiliates has independently verified any of the information provided or makes any assurances as to the completeness, accuracy or reliability of any such information provided by the Company.