DEFA14A: RYVYL Merger Partner RTB Secures $10M Investment

RYVYL's merger partner, RTB Digital, Inc., secured an additional $10 million investment from UTXO Management, bringing its total recent capital raise to $43 million, which is expected to boost RYVYL's shareholder equity post-merger.

Summary

• RYVYL Inc.'s anticipated merger partner, RTB Digital, Inc., executed a Binding Term Sheet with UTXO Management on January 5, 2026.
• UTXO Management, an affiliate of 210k Capital, LP and investment arm of BTC, Inc., invested an additional $10.0 million into RTB.
• This investment brings RTB's recent capital raised to $43.0 million, including a previous $33 million secured convertible note offering.
• The $10.0 million investment is structured as a convertible note, with proceeds held in Bitcoin, which may fluctuate in value.
• Upon merger consummation, the note automatically converts into RYVYL equity at a pre-money valuation of $200 million.
• The investor received warrants with 20% coverage, exercisable at-the-money, with an expiration date of 365 days from execution.
• Price protection provisions ensure additional warrants are issued if RYVYL's fully diluted capitalization table is below $200 million at the time of merger.
• Shares issued from the conversion will be subject to a 12-month lock-up period, with the Company having a right of first refusal on sales post-lock-up.
• The increased resources of RTB will not adversely affect the exchange ratio of securities held by RYVYL stockholders immediately prior to the merger.

Sentiment

Score: 7

Explanation: The filing reports a significant capital injection into RYVYL's merger partner, RTB, which is a positive step towards the merger and is expected to enhance RYVYL's shareholder equity. The terms include price protection and a non-adverse impact on RYVYL's exchange ratio. However, the investment proceeds being held in Bitcoin introduces volatility, and the merger itself remains subject to numerous risks and uncertainties.

Positives

• RTB Digital, Inc. secured an additional $10.0 million in capital, bringing its total recent capital raise to $43.0 million, strengthening its financial position.
• The investment is expected to result in additional shareholder equity for RYVYL upon consummation of the merger.
• The increased resources of RTB will not adversely affect the exchange ratio of securities held by RYVYL stockholders immediately prior to the merger, protecting existing shareholder value.
• The investment includes price protection provisions for the investor, potentially indicating confidence in the $200 million pre-money valuation.

Negatives

• The investment proceeds are held in Bitcoin, which may gain or lose value in advance of or post-merger consummation, introducing volatility risk.
• The merger's consummation is still subject to various risks and uncertainties, including stockholder approval and regulatory approvals, which could delay or prevent the transaction.
• The 12-month lock-up period and right of first refusal could impact liquidity for the investor, UTXO Management.

Risks

• The risk that the businesses of RYVYL and RTB will not be integrated successfully.
• The risk that cost savings, synergies, and growth from the proposed merger may not be fully realized or may take longer to realize than expected.
• The possibility that stockholders of RYVYL may not approve the issuance of new shares of common stock in the merger or that stockholders may not approve the merger itself.
• The risk that a condition to the closing of the merger may not be satisfied, that either party may terminate the definitive agreement, or that the closing of the merger might be delayed or may not occur at all.
• Potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the merger.
• The risk that regulatory or other approvals of the merger are not received.
• The occurrence of any other event, change, or circumstances that could give rise to the termination of the merger agreement or changes to the transactions.
• The risk that changes in RYVYL's capital structure and governance could have adverse effects on the market value of its securities.
• The ability of both parties to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers.
• The risk the merger could distract the respective managements of the parties from ongoing business operations or cause the parties to incur substantial costs.
• Impacts on the parties' plans for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position, technological and market trends, future financial condition and performance, and expected financial impacts of the merger.
• The risk that the parties may be unable to reduce expenses or access financing or liquidity.
• The impact of any economic downturn.
• The risk of changes in governmental regulations or enforcement practices.
• Other important factors that could cause actual results to differ materially from those projected and those discussed under risk factors in RYVYL's Annual Report on Form 10-K for the year ended December 31, 2024, and other filings with the SEC.

Future Outlook

The proposed merger between RYVYL Inc. and RTB Digital, Inc. is anticipated, with the recent capital injection into RTB expected to bolster RYVYL's shareholder equity post-transaction. The combined entity aims for successful integration, realizing cost savings, synergies, and growth, though these outcomes are subject to various risks and uncertainties, including regulatory and stockholder approvals.

Management Comments

• The increased resources of RTB will not adversely affect the exchange ratio of securities held by Ryvyl stockholders immediately prior to the consummation of the merger, if the merger is approved.

Industry Context

This announcement reflects a trend of strategic consolidation and capital infusion within the fintech or digital asset sector, where companies like RYVYL and RTB are seeking to strengthen their financial positions and market reach through mergers and targeted investments. The involvement of entities like UTXO Management and BTC, Inc. highlights the growing intersection of traditional finance and the cryptocurrency ecosystem, particularly with investment proceeds being held in Bitcoin.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• Mr. David Bailey, a director of RTB and a potential director of RYVYL if the merger is completed, is the general partner of UTXO Management, the investor providing the $10.0 million capital.

Stakeholder Impact

• **Shareholders (RYVYL)**: Expected to see additional shareholder equity post-merger, with no adverse effect on the exchange ratio. However, merger risks remain.
• **Shareholders (RTB)**: Benefit from significant capital injection, strengthening the company's financial position ahead of the merger.
• **Employees (Both Companies)**: Potential for integration challenges and changes post-merger, but also opportunities for growth within a larger entity.
• **Customers (Both Companies)**: Potential for enhanced services and offerings through combined resources, but also risks of disruption during integration.
• **Creditors/Investors**: UTXO Management gains equity and warrants in the combined entity, with price protection. Other creditors' positions are not explicitly detailed but the capital raise strengthens RTB's balance sheet.

Next Steps

• Consummation of the merger between RYVYL Inc. and RTB Digital, Inc.
• Potential approval by RYVYL stockholders for the merger and issuance of new shares.
• Integration of the businesses of RYVYL and RTB post-merger.
• Conversion of the $10.0 million convertible note into RYVYL equity upon merger consummation.
• Potential exercise of warrants by UTXO Management within 365 days.

Key Dates

Recommendation

The filing details a positive step for the proposed RYVYL-RTB merger with a significant capital injection into RTB, which is expected to benefit RYVYL's shareholder equity without diluting existing shareholders' exchange ratio. This reduces some financial uncertainty for the merger. However, the merger itself is not yet consummated and remains subject to numerous material risks, including regulatory and stockholder approvals, integration challenges, and the volatility of Bitcoin-held proceeds. Given the positive development but ongoing significant uncertainties, a 'hold' recommendation is appropriate for investors awaiting further clarity on the merger's completion and integration success.

Keywords

RYVYL, RTB Digital, Merger, Convertible Note, UTXO Management, Nakamoto Holdings, Capital Raise, Investment, Bitcoin, Warrants, Price Protection, Lock-Up, Corporate Governance