Ryvyl Inc美股招股说明书(2026-02-13版)

YOUR VOTE IS VERY IMPORTANT To the Stockholders of RYVYL Inc.: RYVYL Inc. (“Ryvyl’ or the “Company”) and RTB Digital, Inc. (“RTB”) have entered into an Agreement and Plan of Merger (the “MergerAgreement”), pursuant to which a wholly-owned subsidiary of Ryvyl will merge with and into RTB, with RTB surviving as a wholly-owned subsidiaryof Ryvyl (the “merger”). The merger will result in a company focused on deploying its Web3 media platform for major media brands and premiumclients, generating Web3 revenue and reaching millions of monthly media consumers through partnerships with Yahoo, TheStreet and nearly twohundred sports reporters, including the majority of Sports Illustrated’s top revenue producing and highest audience team channels, as well as theworld’s #1 hockey network - also departing SI - all of which recently migrated to the RTB platform. At the effective time of the merger, the following securities of each RTB securityholder will be converted into the right to receive, or acquirethrough replacement options and warrants, a portion of 14,285,715 shares of Ryvyl’s common stock (the “Merger Shares”). The RTB stock optionholders and RTB warrant holders have the right to exercise their securities at a net exercise per share rate of $21.90 prior to the merger, and if not soexercised then (i) each RTB stock option that is outstanding will be assumed by Ryvyl, and (ii) each RTB warrant will adjust according to its terms torepresent the right to acquire Ryvyl common stock. To the extent that by their terms RTB warrants do not continue to represent the right to acquiresecurities of Ryvyl on comparable terms to those of RTB warrants, then the parties of the Merger Agreement will negotiate in good faith and usecommercially reasonable efforts to mutually agree as promptly as practicable to such amendments to the Merger Agreement as are necessary to reflectan assumption, exchange or similar accommodation for RTB warrants, provided that such assumption, exchange or similar accommodation shall bereasonably satisfactory to each party to the Merger Agreement. The RTB common stockholders as of immediately prior to the closing, including thosethat have net exercised their RTB stock options and RTB warrants will receive their Pro Rata Portion (as defined in the Merger Agreement) of theMerger Shares, based on the number of shares of RTB outstanding immediately prior to the closing. Ryvyl’s stockholders will continue to own and hold their existing shares of Ryvyl’s common stock, as adjusted for the reverse stock splitimplemented on January 2, 2026, at the rate of 35 outstanding shares for one new share of common stock. Immediately after the merger, currentstockholders, warrant holders, and option holders of RTB will own, or hold rights to acquire, approximately 84.85% of the common stock of Ryvyl(excluding shares of Ryvyl that may be issued on conversion of outstanding RTB convertible notes), which for these purposes is defined as theoutstanding common stock of Ryvyl (including the shares of common stock issued in the merger), plus the number of shares of Ryvyl common stockissuable on conversion of options and warrants of Ryvyl that were in-the-money as of the date of the Merger Agreement, plus the number of shares thatwould issue from a net exercise of all options and warrants of RTB based on a $21.90 RTB share price (the “Base Amount Common Stock of Ryvyl”),with Ryvyl’s current stockholders, option holders and warrant holders owning, or holding rights to acquire, approximately 15.15% of the Base AmountCommon Stock of Ryvyl. The foregoing percentages will be substantially reduced upon conversion of the assumed RTB convertible notes. Also as aresult of the merger, the Series C Preferred Stock issued by Ryvyl to RTB on October 6, 2025, as modified on December 9, 2025, will be cancelled. Shares of Ryvyl’s common stock are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “RVYL.” Prior to theconsummation of the merger, Ryvyl will file an initial listing application with Nasdaq pursuant to Nasdaq’s “reverse merger” rules. After completion ofthe merger, Ryvyl will be renamed to “RTB Digital, Inc.” and currently expects to trade on Nasdaq under the symbol “RTB.” On January 29, 2026, the closing sale price of Ryvyl’s common stock on Nasdaq was $6.39 per share. Pursuant to Section 92A.390 of the Nevada Corporation Act, Ryvyl has determined that holders of the Ryvyl Common Stock are not entitledto appraisal rights with respect to the proposed merger because Ryvyl is a covered security under Sections 18(b)(1)(A) and (B) of the Securities Act of1933, as amended, due to its current and anticipated listing on Nasdaq. Ryvyl is holding a special meeting of stockholders in order to obtain the stockholder approvals necessary to complete the merger and relatedmatters. At the Ryvyl special meeting, which will be held virtually at 4:00 p.m. Eastern Time (“ET”)/1:00 p.m. Pacific Time, on Wednesday, March 18,20