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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 video and image creation platform for professional creators, brands, agencies and studios. 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.

USD 12.8B
Entry valuation cap (non-binding)*
30.6 shares
Attributed per €10,000 (indicative, at the cap)
€1,000
Denomination per bond
3 + 2 years
Term plus extension option

* 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.

Company Overview

The leading AI video and image creation platform

Higgsfield is the leading AI video and image creation platform for professional creators, brands, agencies and studios. The platform transforms text prompts, still images, reference motion clips or audio files into cinematic short-form video within seconds — and, since the rollout of its Supercomputer in May 2026, automates complex multi-scene visual production through agentic products.

The platform serves 30+ million users across 238 countries and territories, with the United States as its largest market. Users of Higgsfield's agentic products grew 42-fold in three months, driving more than 20 million content generations per month. Higgsfield now powers visual production for 390 of the Fortune 500; enterprise customers, which accounted for less than 25% of revenue in January 2026, represent the majority of revenue today.

Annualized revenue grew from approximately USD 20 million (August 2025) to USD 200 million (January 2026) and USD 700 million (August 2026), with roughly 70% recurring subscription revenue and 30% on-demand credits. In September 2026 the company closed its Series B2 at a USD 9 billion pre-money valuation, led by DST Global; a Series B2 extension of USD 1 billion is being raised at a USD 10 billion valuation in October 2026 — with an IPO or strategic exit as plausible outcomes.

30M+ Users390 of the Fortune 500$700M Annualized Revenue · Aug 2026
HeadquartersSan Francisco, California, USA
Founded2023
IndustryGenerative AI – AI-Powered Cinematic Video Generation
Core ProductsHiggsfield Web Studio, Cinema Studio, Marketing Studio, Supercomputer (agentic production), Diffuse (mobile app), 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 InvestorsDST Global, Growth Equity at Goldman Sachs Alternatives, Tribe Capital, Intel Capital, Fifth Wall, Valor Capital, Smash Capital, Liberty Global Tech Ventures, Mirae Asset Capital, NTT DOCOMO Ventures, Accel, Menlo Ventures, GFT Ventures, AI Capital Partners, BroadLight Capital
CustomersAdvertising and marketing, media and entertainment, broadcasting, fashion, retail, consumer brands, technology, financial services, pharmaceuticals; 390 of the Fortune 500
Valuation Development

Valuation multiplied within a year —
and an indicative cap on the entry valuation

Higgsfield's Series B2 (September 2026) valued the company at USD 9 billion pre-money; the Series B2 extension (October 2026) is being raised at USD 10 billion, with USD 1 billion in new capital — up from the USD 1.3 billion Series A extension in January 2026. The dashed line marks Cometum's indicative entry valuation cap.

$16B$12B$8B$4B$0BCometum cap · USD 12.8B (indicative)$0.04B$1.0B$1.3B$9B$10BSeed · Apr 2024Series A · Sep 2025Series A ext. · Jan 2026Series B2 · Sep 2026Series B2 ext. · Oct 2026

Solid line = confirmed primary funding rounds (post-money). Source: Cometum analysis based on public data and market research (Company announcements, TechCrunch, PRNewswire, Sacra, PitchBook). 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).

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 revenue: USD 20M (Aug 2025) → USD 200M (Jan 2026) → USD 300M (Feb 2026) → USD 700M annualized (Aug 2026); ~70% recurring subscription revenue.
  • Category-defining founder: Alex Mashrabov (ex-Snap GenAI Director, 2x ACM ICPC World Finalist, USD 166M prior exit) — proven category builder.
  • Validated by a top-tier Series B2: USD 9B pre-money (Sep 2026), led by DST Global with Goldman Sachs Alternatives, Intel Capital and Tribe Capital; a USD 1B Series B2 extension is being raised at USD 10B (Oct 2026).
  • Vertical advertising tailwind: USD 200+ billion social media ad market; Higgsfield directly impacts ROAS through Hook Generator and Marketing Studio.
  • Enterprise upmarket motion: Enterprise now the majority of revenue (from under 25% in January 2026); 390 of the Fortune 500 on the platform; Team & Enterprise plans and Similarity Scoring support 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, Luma AI, Midjourney, Google Veo, Kling and further well-funded peers compete for the same generative video market; OpenAI discontinued its Sora consumer app in April 2026, underscoring how quickly the competitive landscape shifts.
  • 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; management has stated that access to compute capacity is a scarce resource.
  • Single-vertical concentration: Customer concentration in marketing and advertising budgets; a downturn in ad spend would directly affect demand.
  • 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: Rapid organisational scaling after the Series B2; operational complexity rises quickly.
  • Valuation execution risk: The USD 10B extension valuation implies roughly 14x annualized revenue; sustaining the growth rate requires continued enterprise adoption — a 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

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 Higgsfield AI 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.

IssuerCometum Direct Invest GmbH & Co. KG
ISIN / WKNDE000A4AVXH3 / A4AVXH
Entry valuation cap (non-binding)USD 12.8B (indicative)
Shares attributed per €1,0003.06 shares (indicative, at the cap)
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
Attributed Shares

How many Higgsfield AI shares
your investment represents

Choose a ticket size. Calculated at the indicative entry valuation cap.

Nominal amount€10,000
− Cometum fees 10.5 %−€1,050
= Investment amount€8,950 · USD 10,382
÷ Indicative strike per share at capUSD 339.44
Higgsfield AI shares economically attributed (indicative)
30.6
at the non-binding entry valuation cap of USD 12.8B
Indicative EUR/USD reference rate
1 EUR ≈ 1.16 USD (September 2026)

Economic participation via the bond, not legal ownership of shares. Indicative — actual entry valuation, exchange rate and number of attributed shares may differ; only the offering documents are decisive.

Offering Documents

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 Higgsfield AI Bond (ISIN DE000A4AVXH3).

Status: June 2026
Download PDF

Information for the Consumer

Statutory consumer information pursuant to Art. 246b EGBGB.

Status: June 2026
Download PDF

Risk Warnings

The specific risks associated with the bonds of Cometum Direct Invest GmbH & Co. KG.

Status: June 2026
Download PDF
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.
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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. The cap represents the indicative, non-binding valuation at which the structured participation is intended to be entered. 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.