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Kairos Digital Loan Notes

Litigation Finance · Senior Lending to SRA-Regulated UK Law Firms · Capital Coverage Structure

Kairos Digital Loan Notes (KDLN) — Ticker: KAI18‑1 — offers eligible investors fixed-rate exposure to a diversified portfolio of insured UK litigation receivables, delivered through a disciplined private credit structure and enhanced by transparent tokenized infrastructure.

UK law firms are currently facing a profound structural funding gap, creating a highly compelling opportunity for litigation finance. To successfully prosecute cases, these firms require substantial upfront capital to cover initial case acquisition, essential legal disbursements, and After-the-Event (ATE) insurance. However, they are largely cut off from standard credit facilities. Traditional lenders systematically avoid financing litigation receivables, primarily because mainstream financial institutions are frequently the actual defendants in the consumer actions being brought forward. Despite this lack of traditional financing, the volume of consumer claims remains large and recurring. Specifically, litigation surrounding vehicle Personal Contract Purchase (PCP) agreements represents a uniquely high volume pipeline, creating a sustained demand for litigation financing.

 

By stepping into this structural funding void, investors can provide essential, short-duration working capital directly to reputable law firms advancing qualifying claims. This investment model utilizes claim-level deployment, ensuring highly granular and diversified exposure rather than concentrated institutional risk. Consequently, investors benefit from attractive, risk-adjusted returns generated systematically through contractual spreads. The sheer scale of this opportunity provides a deep and enduring landscape for deployed capital, with the current UK PCP market presenting an estimated £8 billion+ in total redress liability encompassing more than £14 million+ eligible claims.

HIGHLIGHTS

Particula Digital Rating: B+
Credit enhancement mechanisms: Ring-fenced structure with segregated receivables and cash flows.
Performance bond, reinsurance, and ATE coverage support downside protection.
Prefunded coupon support: Interest is collected upfront before first investor payments.
Granular, high-volume portfolio: Small-ticket claims reduce single-borrower concentration.
Structure Strengths: Bankruptcy-remote SPV.

Project Summary

The Issuer is presenting, for informational purposes only, a private credit investment opportunity involving the issuance of Digital Loan Notes backed by a diversified portfolio of litigation-related receivables originated within the Horizon Group (as defined below).

 

The underlying portfolio consists of a highly granular pool of legal claims supported by After-the-Event (“ATE”) bonds and underwritten according to the Horizon Group’s established credit and risk assessment framework. The structure described herein includes a third-party performance bond issued by Talisman Surety & Fidelity Company, Inc. (“Talisman”), pursuant to which investors are named as co-obligees alongside the Issuer, subject to the terms and conditions of such bond. The structure also includes a security trustee representing and acting on behalf of and in the best interests of the investors (the “Security Trustee”), ensuring the protection of their rights and the value of the collateral pursuant to a security trust deed (the “Trust Deed”). In connection with the Trust Deed, the Issuer grants fixed and floating charges on all of the assets of the Issuer which provides a robust mechanism for investors to recover their principal and interest in the event of the Issuer’s default or insolvency, thereby significantly enhancing the credit profile of the Notes.

Use of Funds

Proceeds from the issuance of the Digital Loan Notes will be used exclusively to finance eligible litigation claims that meet the underwriting and insurance criteria established for the portfolio, in accordance with the terms described in the applicable offering documentation. Funds allocated through this structure are intended solely for the continued expansion and funding of the insured litigation portfolio and will not be applied to general operational expenses of the Horizon Group, or any affiliated entity. The Issuer’s constitutional documents (Articles of Association) explicitly prohibit the Issuer from incurring any indebtedness other than the Digital Loan Notes and obligations incidental to the Note programme, serving as a key structural feature for bankruptcy-remoteness.

Company Overview

Kairos Litigation Limited has been recently set up as Bankruptcy Remote SPV, owned 50/50 by Ann Marie Bell and Peter Legge. Kairos was specifically established as an SPV for this offering, following the success of the Horizon Legal operation.

Management Team

ann-marie bell

Ann-Marie Bell — CEO

Ann-Marie Bell is Director of Horizon Legal Limited and CEO of Kairos Litigation Limited, with 25+ years of experience across UK legal services and regulated financial services. A former solicitor, she secured successful credit card unenforceability wins during the 2008 Waxman litigation before building leadership experience across car finance, payroll lending and ATE lending. She oversees programme governance, operational performance and underwriting standards across the business.

peter legge

Peter Legge — Director

Peter Legge leads inward investment and business development and supports programme operations. He brings 15 years of experience in regulated financial services, including 12 years as an Independent Financial Adviser (IFA) arranging private client portfolios. He has experience building and scaling advisory platform structures for large client bases, and at Horizon he focuses on institutional engagement, capital formation support and operational alignment for the litigation receivables programme.

Investment Terms Overview

The Digital Loan Notes are structured to provide a fixed annual return of 15%, with interest payable monthly and principal repayment anticipated at maturity, subject to the applicable terms. The structure benefits from multiple layers of risk mitigation, including senior all-asset security in favor of the Security Trustee, bankruptcy remoteness at the Issuer’s level, prohibition of incurrence of other indebtedness by the Issuer including a senior all-asset security interest granted in favor of the Security Trustee, structural bankruptcy remoteness achieved at the level of the Issuer, and a prohibition on the Issuer incurring any other indebtedness, ATE bonds at the individual-claim level and a capital coverage instrument designed to protect investors in accordance with its terms.

 

The Digital Loan Notes represent a debt obligation of the Issuer with repayment dependent on the performance of the underlying insured portfolio, the associated risk-mitigation mechanisms, and the terms governing the issuance. The Notes are tokenized on Canton Network, enabling controlled issuance, permissioned transfers, and standardized recordkeeping for ownership and lifecycle events.

Kairos Digital Loan Notes

Target Fund Raise

USD 50,000,000

For Investors from

Europe

Issuer Kairos Litigation Limited
Project Sponsor Horizon Legal Limited
Jurisdiction United Kingdom
Industry Litigation Finance
Instrument Type Digital Loan Notes
Ticker KAI18‑1
Risk Rating B+ (Particula)
Total Investment Volume $50,000,000
Min. Investment Amount $100,000
Max. Investment Amount $50,000,000
Denomination $1,000
Capital Coverage Performance bond, reinsured to A‑rated Reinsurers
Insurance Claim-level After-the-Event (ATE)
Interest Rate 15% p.a.
Payment Frequency Monthly in Arrears
Principal Repayment At Maturity
Term 18 Months
Maturity October 2027
End of Subscription Period 31 May 2026
Accepted Currency USD
Tokenization Provider T‑Rize Group Corporation
Blockchain Canton Network
Transaction Fee 0.60%
For general questions about Security Token Offerings please read our FAQs or Contact us.
Investor Documentation
(more upon registration)

More information about the issuer, as well as the legal documentation you will receive after registration. We are available for questions at any time – contact@blackmanta.capital

Interested investors must register and qualify as professional client according to Annex II of DIRECTIVE 2014/65/EU. A professional client is a client who possesses the experience, knowledge and expertise to make its own investment decisions and properly assess the risks that it incurs.

Potential investors must successfully complete an investor identification process in accordance with anti-money laundering rules in order to invest. Only identified and verified investors can participate in the offering and purchase tokens. There is no preferential subscription right for investors. There is no entitlement to allocation of the tokens. Acquired tokens will be credited to the investors’ personal wallet and simultaneously recorded in the issuer’s register.

Legal Information

The information in this Offering is intended solely for investors who are not located or resident in certain other restricted jurisdictions and who are not otherwise permitted to receive such information.

The information in this Offering does not constitute an offer or solicitation to purchase any securities in the United States, Australia, Canada, Japan, South Africa, the Republic of China or in any other jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation.

Users of this information are requested to inform themselves about and to observe any such restrictions. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

An investment involves considerable risks and can lead to the complete loss of the assets invested. In the interests of risk diversification, only those amounts of money should be invested that are not required or expected to be returned in the near future. However, the risk is limited to the investment sum made and there is therefore no obligation to make additional contributions.

The Issuer is solely responsible for all contents and information provided regarding the offering. BMCP GmbH acts as a pure intermediary and assumes no liability for the accuracy of the provided content.

For its distribution services BMCP receives a transaction fee of 0.60%. The fees paid are used to cover our company’s operating costs, in particular personnel costs and employee training, technology and infrastructure, regulatory and legal costs, and business operations. This aims to increase the quality of BMCPs distribution services for clients.

Project Partners

DISCLAIMER

 

MARKETING NOTICE PURSUANT TO § BT 3.1.1 MACOMP

THE FOLLOWING IS A MARKETING COMMUNICATION AND NOT AN INVESTMENT RECOMMENDATION. THIS ADVERTISING COMMUNICATION IS THEREFORE NOT A SUBSTITUTE FOR INVESTMENT ADVICE AND DOES NOT TAKE INTO ACCOUNT THE LEGAL PROVISIONS PROMOTING THE INDEPENDENCE OF FINANCIAL ANALYSES, NOR IS IT SUBJECT TO THE PROHIBITION ON TRADING FOLLOWING THE DISSEMINATION OF FINANCIAL ANALYSES.

THIS SITE DOES NOT CONSTITUTE AN OFFER OF SECURITIES OR A SOLICITATION OF AN OFFER TO PURCHASE SECURITIES TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. THE DISTRIBUTION OF THIS OFFER MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. FAILURE TO COMPLY WITH SUCH RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTION.

THE OFFER IS ONLY AVAILABLE TO INVESTORS FROM EUROPE WHO HAVE EXPRESSED AN INTEREST IN INVESTING IN THE OFFERING.

THE INVESTMENT INTO THE BONDS BEARS A RISK OF TOTAL LOSS OF THE INVESTED CAPITAL. IN SUCH A CASE THE INVESTOR WILL NOT RECEIVE HIS INVESTED CAPITAL BACK; INTEREST; OR ANY OTHER REMEDIES.