Interview with Daniel Wernicke of Nyala Digital Asset: “We want to be active throughout the EU and thus help advance the Capital Markets Union”

private banking magazine: Mr. Wernicke, your platform says it replaces banks and intermediaries. Where do you still draw the line today – for example, with due diligence services or market making – and who provides these services instead?

Wernicke: Book building is provided by our partner network of digital sales channels. These are primarily crowdfunding platforms today, but we are now gradually expanding these to include all self-service channels for informed, self-decision-makers among investors, such as neobrokers. Digital service portals are also emerging for professional investors, for example, to organize club deals. These then offer a significantly broader range of services, including due diligence services.

You mention total fees of around one percent of the issue volume. How exactly is this percentage calculated—and what fixed and variable costs do the customer bear?

Wernicke: The majority of costs for issuers are variable and based on the issued volume. For this, we charge an annual registration fee (digital asset fee). We also charge a fixed setup or onboarding fee. For long-term integration of the aforementioned sales channels, we also charge a monthly SaaS fee, i.e., a fee for the use of cloud-based applications .

Through which partner channels – neobrokers, crypto exchanges, embedded finance APIs – do you reach retail or professional investors, and which channel currently delivers the most capital?

Wernicke: Crowdinvestment platforms currently lead the way among private investors. We started in this area and source both the assets (issuers) and the investors, namely the crowd registered there, from there. The first step for the so-called DPO is to connect these platforms into a comprehensive network across Europe. We reach professional investors via digital club deal platforms, for example in the real estate sector. There, investors are brought together and provided with due diligence documents, reports, and more.

Tokenized securities are tradable but often illiquid. What secondary market solutions or decentralized marketplaces (OTC pools) do you plan to offer investors a real exit scenario?

Wernicke: We are in discussions with various trading venues about listing the securities there. These include both new players focusing on electronic securities and traditional MTFs looking to expand their offerings. What's particularly exciting here is the immediate Europe-wide approach, as no local custody structures are required.

Which blockchains do you use for processing – public, permissioned, or hybrid – and do you address risks such as smart contract exploits or key management errors?

Wernicke: We use public permissionless blockchains, specifically Polygon POS and Stellar . The smart contracts we use – self-executing computer programs that define contractual agreements between parties and automatically execute them as soon as certain conditions are met – are regularly externally audited and are open source – meaning they have freely accessible source code and are therefore very well peer reviewed – meaning they are reviewed by independent experts. examined.

The key management of the smart contracts is the responsibility of the registrar, while the private keys of the investor wallets are secured by supervised crypto custodians who specialize in this and provide the necessary infrastructure.

Nyala is currently seeking investors to digitally subscribe for the company's electronic shares through a so-called Digital Public Offering (DPO). This model is intended to help other medium-sized companies obtain financing and thus contribute to closing the financing gap in the EU. What MICA or securities prospectus requirements apply to a DPO, the digital alternative to a traditional IPO , and how do you ensure that issuers fully comply with them?

Daniel Wernicke: The same prospectus requirements apply as for any securities issue. For transactions under €8 million, a securities information sheet (WIB) can be used; for transactions above this amount, a prospectus is required. The issuer bears responsibility; we work with law firms that we can recommend. MICA is not applicable, as it explicitly does not apply to securities ( MiFID ).

You're talking about investors in six EU countries. Which jurisdictions are your next target markets, and what regulatory hurdles do you see there?

Wernicke: We want to be active throughout the EU and thus help advance the Capital Markets Union. The EU's regulatory hurdles still exist, for example in the area of ​​KYC requirements, at least until the 2026 AML Regulation . But we must also recognize that electronic securities and their trading were conceived as European from the outset.

Can your infrastructure also be used for project or real estate financing – such as tokenized ABS structures for renewable energies?

Wernicke: Yes, that's already happened. In addition to infrastructure projects, we also support traditional real estate projects.

In your presentation, you mention future revenues from "trading and listing." Can you quantify what share of total revenue these post-issue services are expected to contribute in 2027?

Wernicke: No, since there are no comparable figures from the trading of electronic securities yet, we would have to speculate here. However, it will be an area that will continue to grow as more issues and thus volumes are added.

How deeply do you integrate KYC/AML checks into the subscription flow – the process or sequence of steps a customer goes through to create, manage, or cancel a subscription – and who bears liability in the event of a regulated jurisdiction subsequently challenging an investor?

Wernicke: All investors must be properly KYCed, otherwise we cannot add them to the register, meaning we cannot assign them electronic securities. This is already integrated at the system level: if an investor has not been explicitly approved ("white-listed"), it is technically impossible to assign them a security. The Know Your Customer (KYC) process is usually carried out by the connected sales channels.

You refer to an annual EU funding requirement of €800 billion. What market share can a DPO model realistically capture in five years – and why?

Wernicke: If the EU succeeds in creating a single EU-wide corporate form for young, fast-growing companies – keyword “EU.inc” – and this is tokenizable, then we can serve half of the volume of 800 billion euros within five years, based on current growth rates.

You've invested €4.5 million so far and are targeting a valuation of €33 million. Are you aiming for an IPO, a trade sale to an exchange operator group, or a network utility token approach in the long term?

Wernicke: With our own DPO, we are already taking the first step toward an IPO. These shares will be tradable on the aforementioned exchanges in the future. This provides an exit option for current investors. A complete sale to an established player is also conceivable. We are not currently considering a network utility token approach, as we are operating in the eWpG securities segment and feel comfortable there.

About the interviewee:

Daniel Wernicke is co-CEO of Nyala Digital Asset. The company aims to provide investors and companies with easier access to the digital asset class through its platform. Wernicke is particularly responsible for the company's strategy regarding legal and regulatory requirements.