Roundtable CEO James Heckman outlines post-merger equity strategy.
Originally published on TheStreet.
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% equity capitalization table lock up.
Heckman outlined the equity structure designed to balance Nasdaq listing liquidity requirements with a restricted share supply, management/investor alignment 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.”
Post-Merger Equity Structure - Lock up
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.
“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 aligning long term management incentives.
Strategic Framework
Heckman outlined three core components of the equity strategy:
Nasdaq Liquidity Compliance. Approximately 2 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.
Supply Control via Lock-Up Commitment. An ~85%, one-year lock-up limits near-term liquidity, supports orderly post-merger trading, and signals long-term commitment from founders and strategic investors. Thereafter, restricted shareholders are released over an additional 12 months.
Capital Structure and Recent Investment
$35 million of new capital was invested to support the merger and accelerate major media brand customer adoption. This follows nearly $10 million of R&D investment in RTB’s “DeWeb” acquired Web3 media platform, primarily funded by Binance and Roundtable founding investors.
Most recent investment: $2 million from board member, insider, and co-founder David Bailey’s investment firm, UTXO, at a $150 million valuation, or approximately $11.15 per share. Implied market capitalization, based on share price and shares outstanding, is outlined below, subject to future option and warrant exercises.
“The RVYL merger will have an amplifying effect on our mission and we believe offers the same opportunity for shareholders,” Heckman said.
“Our founders and investors are focused on long-term value creation as we roll out our market-changing, Web3, AI-powered digital media platform over the coming years. Our team has refined this technical and business model since the 1990s and believes this next-generation platform can restore, grow, and protect value for professional media owners in perpetuity.”
Additionally, CEO Heckman has a long track record of executing strategic partnerships with major media brands, a common growth driver in media and technology. RTB has executed a binding agreement to acquire a controlling interest in a leading digital media company as part of a strategic partnership, leveraging its technology and distribution. A $10 million deposit represents the first step in securing the partnership and aligns with recent growth investments.