NAGA agrees US$8m bond with conversion tied to revenue and cash flow

German trading and fintech group NAGA announced on 9 October that Presto and MDream would back a US$8 million convertible bond, combining growth finance with planned cooperation on trading infrastructure and payments.[1]

The subscription agreements were signed on 8 October, excluding existing shareholders’ subscription rights. The 9 October disclosure scheduled issuance for 15 October; completion has not been established by the evidence reviewed here.[2]

The conversion price depends on performance

At the full US$8 million principal, the 8% coupon produces US$640,000 of annual cash interest, or US$160,000 for a full quarter. Conversion or amortisation reduces the outstanding balance, so this illustration applies to a period with the full principal outstanding.[2]

The performance test requires both at least US$75 million of consolidated revenue and US$13.5 million of operating cash flow during months 13–24 after issuance. Failure to meet that combined test gives noteholders a choice of repayment or conversion at US$1.50. If legal constraints prevent that reduced-price conversion, NAGA may replace the bond or repay it. In the reduced-price conversion scenario, CEO Octavian Patrașcu also undertakes to transfer up to 762,742 existing shares to the investors free of charge.[2]

The dilution figures use existing share capital as their denominator. As an illustration using the rounded published percentages, an 8.1% capital increase would give the newly issued shares about 7.5% of the enlarged total (8.1 ÷ 108.1); a 22.9% increase would represent about 18.6% (22.9 ÷ 122.9). Those calculations exclude the separate transfer of the chief executive’s existing shares.[2]

Final half-year figures supersede the preliminary profit numbers

NAGA’s 14 October final, unaudited H1 release kept revenue at €27.7 million, down from €32.3 million a year earlier, while revising the two profit measures shown below. Net income compared with a €2.6 million loss in the preceding first half.[4]

The final release reports personnel, technology and other operating costs of €11.0 million, compared with €13.7 million, and marketing costs of €11.2 million, compared with €15.0 million. Operating cash flow reached €4.6 million versus €0.2 million. Management retained FY2026 guidance of €68 million–€75 million revenue and €10 million–€15 million EBITDA. Those euro-denominated annual forecasts are distinct from the bond’s US-dollar performance tests for months 13–24 after issuance.[4]

Two partners address different parts of the business

NAGA intends to work with Presto on products, pricing, execution, risk management and trading infrastructure. MDream brings payments, trading-platform and digital-wallet experience. The proposed cooperation therefore covers both the trading service and the wider financial functions the group wants to develop around it.[1]

Lower costs supported NAGA’s first-half return to profit. The financing shifts attention to revenue and cash generation during a later twelve-month test: a shortfall could produce a repayment demand or a materially larger issuance of shares. Presto’s trading expertise and MDream’s payments experience identify the operating areas intended to benefit from the capital.[4][1][2]

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