# RYVYL Inc. (RVYL) — merger [completed]
Source: SEC API (secapi.ai) · situation sit_7ee438d02940705e610f · retrieved 2026-08-12T21:28:52.622Z

## Overview
RYVYL Inc. is a financial technology company providing global payment acceptance and disbursement solutions through credit card processing services and its NEMS Core disbursements platform; RTB Digital operates a professional SaaS platform hosting an exclusive coalition of professionally-managed online media channels with Web3-based technology and cryptocurrency payment capabilities.

RYVYL Inc. and RTB Digital, Inc. have entered into an Agreement and Plan of Merger dated October 2, 2025, under which a wholly-owned subsidiary of Ryvyl will merge with and into RTB, with RTB surviving as a wholly-owned subsidiary of Ryvyl. At the effective time of the merger, RTB securityholders will receive the right to acquire approximately 14,285,715 shares of Ryvyl common stock (the "Merger Shares"). Immediately after the merger, current stockholders, warrant holders, and option holders of RTB will own, or hold rights to acquire, approximately 84.85% of the fully-diluted common stock of Ryvyl (excluding shares issuable on conversion of RTB convertible notes), with Ryvyl's current stockholders owning approximately 15.15%. The merger is expected to close in early April 2026, subject to Ryvyl stockholder approval at a special meeting scheduled for March 18, 2026, and other customary closing conditions including Nasdaq listing approval.

## Terms
- Counterparty: RTB Digital, Inc. · Consideration: stock · Stake: 84.85%

## Key dates
- Record 2026-02-06 · Vote 2026-03-18 · Expiry 2026-03-28 · Expected close 2026-04-30 · Completed 2026-05-21

## Timeline
- 2026-02-13 · DEFM14A (0001185185-26-000563): DEFM14A - RYVYL Inc. — *RYVYL Inc. is a financial technology company providing global payment acceptance and disbursement solutions through credit card processing services and its NEMS Core disbursements platform; RTB Digital operates a professional SaaS platform hosting an exclusive coalition of professionally-managed online media channels with Web3-based technology and cryptocurrency payment capabilities.* RYVYL Inc. and RTB Digital, Inc. have entered into an Agreement and Plan of Merger dated October 2, 2025, under which a wholly-owned subsidiary of Ryvyl will merge with and into RTB, with RTB surviving as a wholly-owned subsidiary of Ryvyl. At the effective time of the merger, RTB securityholders will receive the right to acquire approximately 14,285,715 shares of Ryvyl common stock (the "Merger Shares"). Immediately after the merger, current stockholders, warrant holders, and option holders of RTB will own, or hold rights to acquire, approximately 84.85% of the fully-diluted common stock of Ryvyl (excluding shares issuable on conversion of RTB convertible notes), with Ryvyl's current stockholders owning approximately 15.15%. The merger is expected to close in early April 2026, subject to Ryvyl stockholder approval at a special meeting scheduled for March 18, 2026, and other customary closing conditions including Nasdaq listing approval.
  https://www.sec.gov/Archives/edgar/data/1419275/0001185185-26-000563.txt
- 2026-05-21 · 8-K (0001185185-26-002057): 8-K FORM 8-K
  https://www.sec.gov/Archives/edgar/data/1419275/000118518526002057/rtb8k052126.htm

## Citations
- 0001185185-26-000563 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000118518526000563
- 0001185185-26-002057 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000118518526002057