Roundtable Merger Yields 13.5M Shares, 85% Locked Up for One Year

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Roundtable CEO James Heckman detailed the combined entity will have 13.5 million shares outstanding post-merger, with 2 million shares (15%) freely tradable and 11.5 million shares (85%) locked up for one year. Roundtable invested $6 million pre-merger and UTXO co-founder David Bailey injected $2 million at an implied $150 million valuation (approx. $11.15 per share) to support Web3 AI media platform growth.

1. Post-Merger Equity Structure

The combined Roundtable–RVYL entity will issue approximately 13.5 million shares, with roughly 2 million shares (15%) forming the public float and 11.5 million shares (85%) subject to a one-year lock-up. This structure balances Nasdaq listing liquidity requirements with restricted supply to support orderly trading.

2. Funding and Valuation

Prior to closing, Roundtable invested $6 million into RVYL to secure shareholder equity compliance, followed by a $2 million investment from UTXO co-founder David Bailey at a $150 million valuation, implying an $11.15 per share price. These injections bring total new capital to $35 million for platform development and customer adoption.

3. Lock-Up and Liquidity

The 85% one-year lock-up applies to founders, executives and major investors, with a gradual share release over a second year to align incentives and prevent abrupt supply shocks. A reverse stock split was enacted pre-merger to satisfy listing requirements and ensure compliance with Nasdaq’s minimum bid price rule.

4. Strategic Outlook

CEO James Heckman emphasized long-term value creation through the Web3, AI-powered DeWeb media platform, leveraging prior R&D investments and strategic partnerships with major media brands. The merger sets the stage for a planned acquisition controlling interest in a leading digital media company backed by a $10 million deposit.

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