Nasdaq-Listed RYVYL Announces Merger with RTB Digital, Pivoting to Web3 Media with $30M+ Bitcoin Treasury

Executive Summary

Nasdaq-listed RYVYL has entered a definitive merger agreement with Web3 digital media SaaS technology company RTB Digital, Inc., creating a new entity poised to operate a Web3 digital media platform. This strategic move includes a commitment from RTB Digital to inject over $30 million in Bitcoin into the combined company's treasury. The transaction, valued at a $41.25 million pre-money enterprise value, signifies a fundamental pivot for RYVYL from its traditional digital payments operations to a Bitcoin-backed Web3 media infrastructure, with the new entity expected to be rebranded as RTB Digital.

The Event in Detail

On September 30, 2025, RYVYL Inc. (NASDAQ: RVYL) announced a definitive merger agreement with privately-held RTB Digital, Inc., also known as Roundtable. The agreement outlines the formation of a new combined entity, which will leverage Roundtable's Web3 digital media SaaS platform and RYVYL's existing digital payment infrastructure. A core component of this merger is Roundtable's pledge to contribute over $30 million in Bitcoin (BTC) to the merged company's treasury, intended to bolster its balance sheet and support growth in digital media innovation. The transaction is anticipated to close by year-end 2025, contingent upon RYVYL stockholders' approval and other customary closing conditions. Upon closing, Roundtable founder James Heckman will assume the role of CEO of the combined company, with current RYVYL CFO George Oliva serving as interim CEO during the transition. The new entity will operate under the name RTB Digital, Inc. (Roundtable).

Financial Mechanics

The merger is valued at a $41.25 million pre-money enterprise value for Roundtable and includes a $33 million capital raise. The resulting ownership structure will see current RYVYL shareholders retaining 15.15% of the combined company, while RTB Digital stockholders will control 84.85%. This distribution of ownership, coupled with Roundtable appointing six new directors to the board while RYVYL retains only one, indicates that the transaction, while framed as a merger, effectively functions as a reverse takeover by RTB Digital. The infusion of over $30 million in Bitcoin into the treasury represents a significant strategic financing component, aiming to provide a robust digital asset foundation for the new entity's operations.

Business Strategy & Market Positioning

This merger represents a substantial strategic pivot for RYVYL, transforming it from a digital payments company into a Web3 media platform with a Bitcoin treasury backing. The new entity aims to create a decentralized media liquidity pool designed to enable real-time content monetization for its clients. This strategy integrates RYVYL's payment infrastructure with Roundtable's media distribution platform, serving existing clients such as Yahoo, TheStreet, and Paris Saint-Germain. The integration of a Bitcoin treasury is intended to provide instant, decentralized liquidity and balance sheet support for innovation, positioning the combined company within the evolving Web3 ecosystem. The approach echoes strategies seen in companies like MicroStrategy, which have aggressively adopted Bitcoin as a primary treasury asset. However, this merger distinctively integrates the Bitcoin treasury within a Web3 media platform for operational and strategic leverage.

Broader Market Implications

The RYVYL-RTB Digital merger highlights a growing trend of public companies integrating Web3 technologies and incorporating significant Bitcoin holdings into their corporate treasuries. This development signals increasing institutional confidence in Bitcoin as a reserve asset and a strategic tool for corporate finance. By September 2025, public companies' Bitcoin holdings surpassed 1 million BTC, valued at over $105 billion, with projections indicating further growth to 1.5 million BTC by 2026. This trend, exemplified by companies like MicroStrategy which holds approximately 632,457 BTC, is driven by the desire for macroeconomic protection and brand enhancement.

However, the strategy also carries inherent risks, including price volatility causing potential earnings instability and equity dilution if Bitcoin purchases are funded through share issuances. Recent regulatory developments, such as the NASDAQ new rules in September 2025, mandate additional disclosures for listed companies funding crypto investments, aiming to enhance transparency and risk management for investors. While frameworks like the U.S. GENIUS Act of 2025 seek to stabilize the crypto landscape, compliance complexities persist. The RYVYL-RTB Digital merger’s integration of a Bitcoin treasury into a Web3 media platform signifies a bold redefinition of corporate finance within the digital asset space, balancing transformative potential with the necessity for rigorous risk management and regulatory agility.

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[1] RYVYL signs merger agreement with RTB Digital, which plans to inject over $30 million worth of Bitcoin (https://www.techflowpost.com/newsletter/detai ...)[2] Roundtable CEO James Heckman Executes $75M Merger Agreement with RYVYL to Power Web3 Digital Media Platform on a Bitcoin Treasury Ecosystem - Stock Titan (https://vertexaisearch.cloud.google.com/groun ...)[3] Roundtable CEO James Heckman Executes $75M Merger Agreement with RYVYL to Power Web3 Digital Media Platform on a Bitcoin Treasury Ecosystem - GlobeNewswire (https://vertexaisearch.cloud.google.com/groun ...)

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