Roundtable (“RTB”) CEO James Heckman detailed the Company’s post-merger capitalization strategy following the April 1 shareholder approval of its merger with RYVYL Inc. (NASDAQ: RVYL). The merger was approved by approximately 99% of votes cast by shareholders. This communication provides additional detail for shareholders, following last week’s meeting announcement, including details of the 85% capitalization table lock up.
Heckman outlined the equity structure designed to balance Nasdaq listing liquidity requirements with a restricted share supply and long-term value creation, describing the supply as “well structured” for both short-term and long-term public company shareholders.
Heckman stated, “our founders, executives and strategic investors are committed to investing the time and resources necessary to fulfill our vision to its fullest potential.”
Related: Roundtable CEO James Heckman Announces New CFO Aly Madhavji
The combined entity is expected to have approximately 13.5 million total shares outstanding. Of those, approximately 2 million shares are expected to be available for public trading, with the remaining 11.5 million shares, representing approximately 85% of the total outstanding shares, subject to a one year lock up provision. Prior to the merger, RYVYL Inc. effected a reverse stock split to secure compliance with Nasdaq listing requirements, while Roundtable invested $6 million into RYVYL to ensure shareholder equity compliance.
|
Equity Holder |
Shares |
Detail |
|---|---|---|
|
Total Outstanding |
13,500,000 |
Post Merger, RVYL + RTB |
|
Free Trading |
~2,000,000 |
Post Merger, RVYL + RTB (NASDAQ Liquidity) |
|
Locked-up Shares |
11,500,000 |
1 yr, Founders/Execs, Major Investors |
|
% locked-up |
85% |
Post lock, slow release over second year, staggered |
“The structure of the merger is not materially dilutive to the free trading supply; rather, we are restricting supply,” said James Heckman, describing the outcome as a “best of worlds” structure for shareholders, providing sufficient scale and liquidity, while reducing the trigger of filing requirements.
Heckman outlined three core components of the equity strategy:
Nasdaq Liquidity Compliance. Approximately 2.0 million share public float designed to meet Nasdaq listing requirements, comprising approximately 1.25 million existing RYVYL Inc. shares and approximately 750,000 shares issued in connection with the Roundtable merger.
Investor Positioning Without Filing Constraints. The capitalization structure is designed to facilitate meaningful ownership accumulation after adding in the outstanding shares of RTB.
