# Arkadi Kuhlmann's Captal seeks $1 million for tokenized private-company shares > Source: > Published: 2026-07-21 22:01:40+00:00 [Arkadi Kuhlmann](https://www.ivey.uwo.ca/about/leadership/emeritus-retired-ivey-advisory-board-members/arkadi-kuhlmann/?ref=runtimewire), the banking entrepreneur who founded ING Direct Canada and ING Direct USA before selling Zenbanx to SoFi, is returning with [Captal](https://www.captal.ai/?ref=runtimewire), a Menlo Park platform that wants to put private-company shares on blockchain rails. A [Form D filed July 21](https://www.sec.gov/Archives/edgar/data/2146772/000214677226000001/0002146772-26-000001-index.htm?ref=runtimewire) shows Captal is seeking $1 million in a seed equity offering. Captal had sold $175,000 to four investors as of the filing, leaving $825,000 available, with a minimum investment of $25,000. The filing does not name the investors or disclose a valuation. The amount closed is small, but the filing exposes Kuhlmann's next financial-technology bet. Captal describes an invitation-only private pilot that lets accredited investors review and invest in early-stage private-company equity. Captal also pitches issuers on raising money under Regulation D Rule 506(c), with ownership represented by ERC-1400 security tokens on Ethereum and transactions settled through the XRP Ledger. Captal was incorporated in Delaware in 2026 and lists Kuhlmann as chairman and CEO. The filing does not identify Captal's founder or co-founders, so Kuhlmann's formal role is clearer than Captal's founding history. John Dicconson is listed as director and corporate secretary, Robert Canepa as a director, Thomas Hugh as chief financial officer and Kristina K. Walker as chief operating officer. ### Kuhlmann returns to distribution Kuhlmann has spent much of his career removing the physical and administrative layers between consumers and financial products. Ivey Business School credits him with founding ING Direct Canada in 1996 and ING Direct USA in 2000. Ivey says the US operation grew to more than $88 billion in deposits and 8 million customers under his leadership. [Capital One completed its acquisition of ING Direct](https://www.prnewswire.com/news-releases/capital-one-completes-acquisition-of-ing-direct-139515678.html?ref=runtimewire) in 2012. Kuhlmann later founded Zenbanx, which offered a mobile account for holding, sending and spending multiple currencies. [SoFi acquired Zenbanx](https://www.sofi.com/blog/sofi-our-acquisition-of-zenbanx/?ref=runtimewire) in 2017 to accelerate its move into banking products. SoFi said at the time that most Zenbanx employees would join SoFi and Kuhlmann would enter its management team to develop new banking services. Captal applies the same distribution instinct to a harder market. Private-company investing remains fragmented across issuers, special-purpose vehicles, brokerages, transfer agents and cap-table systems. Captal's pitch compresses fundraising, ownership records, compliance controls and settlement into one product. That model also narrows Kuhlmann's earlier consumer-access playbook. Captal says it is opening private markets, while its pilot is restricted to accredited investors. Under [Rule 506(c)](https://www.sec.gov/resources-small-businesses/exempt-offerings/general-solicitation-rule-506c?ref=runtimewire), issuers may advertise an offering broadly, provided every purchaser is accredited and the issuer takes reasonable steps to verify that status. Investors receive restricted securities rather than freely tradable public shares. ### A $1 million test of the product Captal's own raise mirrors the fundraising route Captal wants issuers to use. The Form D claims the Rule 506(c) exemption and classifies the offering as equity. It lists June 25 as the first sale date and July 21 as the filing date. The filing reports no revenue, no sales commissions, no finder's fees and no planned use of proceeds for payments to the executives and directors named in the filing. The filing is a notice of an exempt securities offering, rather than evidence that Captal has completed a $1 million round. Only the $175,000 sold can be treated as capital closed. Captal has not disclosed a lead investor, institutional backers, pricing terms, total shares issued or a post-money valuation. The timing also merits attention. [SEC guidance on exempt offerings](https://www.sec.gov/resources-small-businesses/exempt-offerings?ref=runtimewire) says a Form D is required within 15 days after the first sale in a Rule 506 offering. Captal's listed first sale and filing dates are 26 days apart. ### The regulatory stack remains the hard part [Captal says](https://www.captal.ai/?ref=runtimewire) each share is represented by an ERC-1400 security token, with Ethereum handling programmable restrictions and the XRP Ledger handling settlement. Captal claims settlement in three to five seconds and an average XRP Ledger transaction fee of about $0.0002. Those are Captal's technical and compliance claims; the private pilot has not disclosed transaction volume, completed issuer raises or customer counts. Tokenizing a share does not remove the securities rules surrounding its issuance, transfer, custody and potential resale. Captal's public materials do not identify a broker-dealer, alternative trading system, transfer agent, custodian or outside compliance partner. Those relationships will determine whether Captal becomes a working private-market venue or remains an issuance and recordkeeping interface. Established platforms have spent years assembling those regulated pieces. [tZERO](https://www.tzero.com/trade?ref=runtimewire) operates regulated alternative-trading-system infrastructure for tokenized securities. [INX](https://tokenize.inx.co/?ref=runtimewire) markets security-token issuance services, while [Republic](https://republic.com/?ref=runtimewire) operates private-investment offerings. [Securitize](https://securitize.io/?ref=runtimewire) has built issuance, servicing and trading infrastructure around tokenized assets. Captal's proposed dual-chain design is its clearest point of distinction. Captal says Ethereum would enforce transfer restrictions, holding periods, vesting locks and investor eligibility, while the XRP Ledger would process payments and settlement. Captal also says the issuer's cap table remains the legal ownership record, an important qualification for investors who might otherwise assume a blockchain token alone establishes ownership. Kuhlmann has previously built financial products around a simple proposition: legacy distribution leaves room for a direct, software-led alternative. Captal brings that thesis to private securities, where the paperwork is only one obstacle. The larger test will be whether Kuhlmann can pair a cleaner investor experience with the licensed infrastructure, issuer supply and compliance controls needed to move actual ownership safely.