RYVYL Inc. (NASDAQ: RVYL) filed a Form S‑4 registration statement on January 15 2026 to pursue a merger with Roundtable, Inc., a Web3‑based digital media platform. The filing, which includes a preliminary proxy statement, signals RYVYL’s intent to shift its focus from payment processing to a technology‑driven media and advertising business. The proposed transaction would combine RYVYL’s blockchain and fintech expertise with Roundtable’s content distribution network, creating a new revenue stream centered on Web3 advertising and monetization. The registration statement is not yet effective, but RYVYL expects the deal to close in the third quarter of 2026.
The merger represents a significant strategic pivot for RYVYL, which has historically generated most of its revenue from payment‑processing services. Management has identified the Web3 media space as a high‑growth area with strong monetization potential, citing Roundtable’s 10‑year exclusive partnership with The Hockey News as evidence of traction. By integrating Roundtable’s platform, RYVYL aims to diversify its income sources, reduce reliance on the volatile payments market, and position itself at the intersection of decentralized technology and digital advertising.
RYVYL’s recent financial performance underscores the urgency of the pivot. In 2024, the company reported revenue of $56.0 million, down from $65.9 million in 2023, and Q3 2024 revenue of $12.6 million versus $17.5 million in Q3 2023. Gross margin for 2024 was 40.0%, slightly above the 39.0% margin in 2023, but the company posted a negative free cash flow of $4.22 million in the twelve months preceding the filing. RYVYL has also taken steps to maintain Nasdaq listing compliance, including a reverse stock split and an increase in authorized shares to meet the Stockholder Equity Rule after receiving a delisting notice.
Roundtable’s platform has gained momentum in the Web3 ecosystem, and its partnership with a major sports media brand demonstrates the commercial viability of its content distribution model. While the financial terms of the merger have not been disclosed, the transaction is expected to create a complementary asset mix that leverages RYVYL’s existing blockchain infrastructure and Roundtable’s user base. The deal is structured to address RYVYL’s liquidity constraints and to provide Roundtable with the capital and regulatory stability needed to scale its operations.
The merger is expected to close in the third quarter of 2026, at which point RYVYL will transition from a payments‑centric company to a diversified technology and media enterprise. The transaction is anticipated to broaden RYVYL’s revenue base, improve long‑term cash‑flow prospects, and enhance its competitive positioning in the rapidly evolving Web3 advertising market. Management remains focused on executing the integration plan while maintaining compliance with Nasdaq listing requirements.
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