SCHEDULE: S8 Global Fund Raises Concerns Over RYVYL Merger Terms

S8 Global Fintech & Regtech Fund, holding 9.999% of RYVYL Inc., has expressed concerns regarding the fixed valuation and financing provisions within RYVYL's proposed merger with RTB Digital Inc.

Summary

• S8 Global Fintech & Regtech Fund (the "Reporting Person") filed an Amendment No. 1 to its Schedule 13D regarding its investment in RYVYL Inc.
• The Reporting Person beneficially owns 3,608,485 shares of RYVYL Inc. common stock, representing approximately 9.999% of the outstanding shares.
• This percentage is based on 36,085,978 shares of common stock issued and outstanding as of November 14, 2025, as reported by RYVYL Inc. in its Quarterly Report on Form 10-Q.
• The Reporting Person has noted concerns regarding RYVYL Inc.'s proposed merger with RTB Digital Inc. (the "Merger").
• Specific concerns include the fixed valuation ascribed to RTB Digital Inc. in the Merger Agreement and provisions allowing RTB Digital Inc. to undertake additional financing or issue new securities without adjustment to this valuation.
• The Reporting Person believes these provisions may have a material impact on the economics of the Merger for existing RYVYL Inc. shareholders.
• S8 Global Fintech & Regtech Fund may engage in further discussions with RYVYL's management, directors, or advisors, engage with other shareholders, consider requests for corporate records, and evaluate further actions, including changes to its voting intentions.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the explicit concerns raised by a significant shareholder regarding the terms of a proposed merger, which are believed to materially impact existing shareholders negatively. While the fund continues to hold shares, the filing's primary purpose is to highlight potential adverse effects of the merger structure.

Negatives

• The fixed valuation ascribed to RTB Digital Inc. in the Merger Agreement is a concern.
• Provisions permitting RTB Digital Inc. to undertake additional financing or issue new securities without adjustment to its valuation are viewed negatively.
• These merger structure features are believed to have a material adverse impact on the economics of the Merger for existing RYVYL Inc. shareholders.

Risks

• The fixed valuation of RTB Digital Inc. in the merger agreement may not reflect its true value or future changes.
• RTB Digital Inc.'s ability to raise additional financing or issue new securities without adjusting its merger valuation could dilute the value for existing RYVYL Inc. shareholders.
• The merger structure could materially impact the economic returns for current RYVYL Inc. shareholders.

Future Outlook

S8 Global Fintech & Regtech Fund intends to continue evaluating its investment in RYVYL Inc. and may engage in further discussions with management, directors, or advisors, interact with other shareholders, request corporate records under Nevada law, and consider additional actions, including changes to its voting intentions, depending on various factors including RYVYL's actions and market conditions.

Industry Context

This filing highlights a significant shareholder's concerns within the fintech and regtech sectors, where mergers and acquisitions are common. The issues raised by S8 Global Fintech & Regtech Fund regarding valuation and financing terms are critical considerations for investors in a rapidly evolving industry where company valuations can be highly dynamic.

Stakeholder Impact

• Shareholders: Potential negative impact on the economic value of their investment in RYVYL Inc. due to the merger terms, particularly the fixed valuation of RTB Digital Inc. and its financing provisions.

Next Steps

• S8 Global Fintech & Regtech Fund may engage in additional discussions with RYVYL Inc.'s management, directors, or advisors.
• S8 Global Fintech & Regtech Fund may engage with other shareholders of RYVYL Inc.
• S8 Global Fintech & Regtech Fund may consider additional requests for corporate records under applicable Nevada law, including NRS 78.257.
• S8 Global Fintech & Regtech Fund may consider further actions relating to RYVYL Inc., including changes to its voting intentions.

Key Dates

Recommendation

A seasoned investor would likely recommend a 'hold' position given the significant concerns raised by a major shareholder regarding the terms of a proposed merger. The potential for a 'material impact on the economics of the Merger for existing shareholders' introduces considerable uncertainty and downside risk. While the fund has increased its stake, its public expression of concern suggests a need for caution and further evaluation of the merger's implications before making a definitive buy or sell decision. Investors should monitor developments regarding these concerns and any potential changes to the merger agreement.

Keywords

RYVYL Inc., S8 Global Fintech & Regtech Fund, Schedule 13D, Merger, RTB Digital Inc., Shareholder Activism, Corporate Governance, Fintech, Regtech