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Pre-IPO · Secondaries Series 2026

Cometum
Higgsfield AI Bond
Invest before the IPO.

Structured secondary-market access to Higgsfield AI — the leading AI-native video reasoning engine, purpose-built for the social media marketing economy. Exclusively for professional investors.

German SecurityISIN DE000A4AVXH3 · WKN A4AVXHMin. €5,000From 15.05.2026

The bonds offered are an entrepreneurial investment with risks. In principle, a total loss of the invested capital cannot be ruled out.

€50m
Bond volume, with extension option
3 + 2 years
Term plus extension option
€1,000
Denomination per bond
IPO / Secondary
Clear exit strategies
Company Overview

The leading AI-native video reasoning engine

Higgsfield is the leading AI-native video reasoning engine, purpose-built for the social media marketing economy. The platform transforms text prompts, still images, reference motion clips, or audio files into cinematic short-form videos within seconds — collapsing what was previously a USD 10,000 / multi-week production cost into approximately USD 30 of credit-based generation.

The platform serves 15+ million users, generates 4.5 million videos per day, and has driven 4.5+ billion social media impressions. Higgsfield competes with Runway, Luma AI, Midjourney, and OpenAI Sora, but differentiates through a vertical focus on social media marketers: 85% of active users are social media marketers, with 80% of that segment already producing commercial work. Approximately 300,000 paying subscribers supported the January 2026 USD 200M ARR milestone.

Annualized revenue grew from approximately USD 58 million (2025) to USD 200 million ARR (January 2026) and approximately USD 300 million ARR (February 2026) — with management targeting USD 1 billion ARR by year-end 2026. In the long term, Higgsfield aims to become the default content engine for performance marketing in the USD 200+ billion social-media advertising market — with an IPO or strategic exit as plausible outcomes.

15M+ Users4.5M Videos / Day$300M ARR · Feb 2026
HeadquartersSan Francisco, California, USA
Founded / Employees2023 / ~319 employees
IndustryGenerative AI – AI-Powered Cinematic Video Generation
Core ProductsHiggsfield Web Studio, Diffuse (mobile app), Higgsfield Ads, Marketing Studio, Hook Generator, Popcorn, Vibe Editor, Similarity Scoring
LeadershipAlex Mashrabov (Founder & CEO; ex-Director of Generative AI at Snap; prior exit USD 166M; 2x ACM ICPC World Finalist)
Selected InvestorsAccel, Menlo Ventures, GFT Ventures, BroadLight Capital, AI Capital Partners, AGI House, Alpha Square Group, Alumni Ventures, Breakpoint Capital
CustomersSocial media marketers, advertising agencies, brand studios, in-house creative operations, content creators, enterprise marketing teams
Valuation Development

More than 30x in 21 months —
and re-rating on the secondary market

Higgsfield's last confirmed primary financing valued the company at USD 1.3 billion (Series A extension, January 2026). On the secondary market, transactions are reportedly clearing at implied valuations of approximately USD 2 billion, with a next primary round rumoured at USD 3+ billion. With trailing ARR of approximately USD 300 million (February 2026), the secondary mark implies a trailing revenue multiple of ~6.7x and a forward multiple of ~2x — still a deep discount versus other late-stage AI peers.

$3B$2.25B$1.5B$0.75B$0B$0.04B$1.0B$1.3B~$2BSeed · Apr 2024Series A · Sep 2025Series A ext. · Jan 2026Secondary · Q2 2026

Solid line = confirmed primary funding rounds (post-money). Open point = secondary-market indication. Source: Cometum analysis based on public data and market research (Sacra, Tracxn, PitchBook, Reuters, FinSMEs, Pulse 2.0). All valuation figures are indicative. Secondary-market valuations represent observed transactions; reported upcoming round figures are based on market intelligence and not yet confirmed by the company. Actual transaction values may vary and do not necessarily reflect Cometum's entry price.

September 2025 · Series A
USD 50m at USD 1.0B post-money
GFT Ventures lead, with BroadLight Capital, AI Capital Partners
January 2026 · Series A extension
Additional USD 80m at USD 1.3B post-money
Accel lead; Series A total USD 130m, lifetime funding ~USD 138m
Q2 2026 onwards
Secondary re-rating at ~USD 2B
Next primary round rumoured at USD 3+ billion; USD 1B ARR target for year-end 2026
Bond Structure

How your investment participates economically in Higgsfield's
value development — via a subordinated bond, without acquiring any shares.

Step 1
Investors
Step 2
Cometum's SPV
Step 3
External SPVs
Underlying
Economic participation via bond (no share ownership)
1

Investors purchase the Cometum Bond — a German security with €1,000 denomination and €5,000 minimum subscription.

2

Cometum's SPV participates in one or more special purpose vehicles.

3

These special purpose vehicles are directly or indirectly holding the shares of Higgsfield AI.

Assessment

Opportunities & Risks

Opportunities

  • Hyper-scaling ARR: USD 58M (2025) → USD 100M (Nov 2025) → USD 200M (Jan 2026) → USD 300M (Feb 2026) → target USD 1B for YE 2026.
  • Category-defining founder: Alex Mashrabov (ex-Snap GenAI Director, 2x ACM ICPC World Finalist, USD 166M prior exit) — proven category builder.
  • Strong secondary-market momentum: Series A extension at USD 1.3B (Jan 2026) → secondary transactions reportedly at ~USD 2B (Q2 2026) → next round rumoured at USD 3B+; entry multiple still a deep discount versus late-stage AI peers.
  • Vertical advertising tailwind: USD 200+ billion social media ad market; Higgsfield directly impacts ROAS through Hook Generator and Marketing Studio.
  • Enterprise upmarket motion: Team & Enterprise Plans (Nov 2025) plus Similarity Scoring (Mar 2026) open a structurally higher-ACV B2B channel.
  • Strategic exit optionality: Plausible acquirer landscape includes Adobe, Meta, Google, Snap, ByteDance — multiple strategic bidders likely.

Risks

  • 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.
  • Intense competition: Runway (Gen-4, USD 90M ARR), Luma AI, Midjourney, OpenAI Sora, Google Veo — well-funded peers competing for the same generative video market.
  • Foundation-model dependency: Higgsfield builds on top of Nvidia compute and proprietary diffusion models — competitive dynamics shift quickly with new model releases from OpenAI / Google / Meta.
  • Single-vertical concentration: 85% of usage from social media marketers; diversification into other verticals (film, education, gaming) unproven.
  • IP / content-safety risk: Generative video raises significant likeness, copyright, and brand-IP concerns; Similarity Scoring mitigates but does not eliminate legal exposure.
  • Regulatory uncertainty: EU AI Act, U.S. AI labeling rules, and emerging deepfake legislation could materially impact product capabilities and addressable market.
  • Growth-stage execution risk: Scaling from ~100 to 319 employees in 12 months; operational complexity rises quickly.
  • Valuation execution risk: Hitting the USD 1B ARR target requires sustained ~250% growth — slowdown would re-rate the multiple significantly.
  • Structural & FX risk: Indirect exposure via structured bond; USD currency risk; total loss possible.
The Cometum Bond at a Glance

Clear terms. Clear exit strategies
via IPO or the secondary market.

Bond

Subordinated bearer bond providing structured participation in the value development of Higgsfield AI — issued as a German security.

Cometum Fees
5.5%Entry Fee
5.0%Participation Fee

One-time fee of 5.0% of the subscription amount, charged for the economic participation via the bond. Cost item of the investor; confers no share, membership or ownership rights.

IssuerCometum Direct Invest GmbH & Co. KG
ISINDE000A4AVXH3
WKNA4AVXH
Type of InvestmentBond
Issuance VolumeUp to €50m with possible extension
Term3 years, plus extension option of up to 2 years
CouponVariable, payable at maturity
Bond StatusSubordinated, unsecured
Denomination€1,000
Minimum Subscription€5,000
Offer PeriodFrom 15.05.2026
Management Team

Capital markets expertise,
built for private markets

CEO & Founder

Sascha Miller

Lawyer specialized in banking and capital markets law. Previously Ashurst LLP and CACEIS Bank.

sascha.miller@cometum.com
CIO & Founder

Uwe Passmann

Specialist in Wealth Management & B2B Sales. Previously Scalable Capital and Reimann Investors.

uwe.passmann@cometum.com

Request access to the Higgsfield AI 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.
Contact the Team

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. The information mentioned in no way replaces investment advice tailored to the investor's circumstances. The issuer expressly points out the following facts: 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. None of the information constitutes an invitation to submit an offer to purchase, nor is it an offer to subscribe to or buy the issuer's 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 Higgsfield AI shares by the investor, but rather a structured participation that allows participation in the value development of Higgsfield AI. The information regarding the current valuation of Higgsfield AI serves informational purposes only. The valuation at which structured participation in Higgsfield AI takes place may differ from the current market valuation. It 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. The strategic focus is on technology-oriented clients who require innovative solutions and high adaptability. Cometum participates directly or indirectly through one or more investments in special purpose vehicles, which in turn are directly involved with Higgsfield AI. The Higgsfield AI bond is therefore an entrepreneurial investment with risks. In principle, a total loss of the invested capital cannot be ruled out. The shares of Higgsfield AI Inc. are quoted in the foreign currency US Dollar ("USD"). Therefore, in addition to customary market price fluctuations, they are also subject to exchange rate risk. Changes in the exchange rate between the euro and the USD can affect the performance and the euro-denominated return of the investment both positively and negatively. An appreciation of the euro against the USD may lead to losses, even if the price of Higgsfield AI shares in their home currency, USD, has risen. Additional fees may apply at underlying participation levels (management fees, performance fees, exit fees, fees in connection with an IPO). The exact number of Higgsfield AI shares outstanding is not necessarily publicly known or fixed at the time of investment. Higgsfield AI may issue additional shares — for example in connection with its IPO, the financing of an acquisition, further financing rounds, or employee participation programmes. Such issuances dilute existing holders: the total number of shares increases, and the proportion of the company attributable to each existing share decreases accordingly. As a result, the valuation at which the structured participation was entered may, in retrospect, prove higher relative to the effective per-share basis and may change to the investor's disadvantage. In particular, the total valuation of the company may increase while the value attributable to an individual share — and therefore to the investor's participation — does not increase to the same extent, or may even decline. The headline valuation figures stated in this material are therefore not a reliable indicator of the value development of the investor's participation, which depends on the per-share value at the relevant point in time. This presentation does not constitute an offer. It is a non-binding invitation to professional clients to express interest (no offer). It is for informational purposes only.