RocketFuel Blockchain Sells RPay Payments Business to Focus on Loyalty and Rewards

Asset Transfer and Financial Consideration

According to TipRanks coverage, the related-party deal transferred key operational assets including intellectual property, active contracts, merchant relationships, cash, and receivables tied directly to the payments unit. In exchange, RPay assumed specified liabilities, which notably includes $1 million in deferred compensation owed to current and former company insiders. To structure the consideration, RocketFuel received a warrant giving it the right to purchase 160,000 RPay shares, though that warrant remains subject to a $1 million repurchase right. Furthermore, the two entities established multiple transition, licensing, contract pass-through, reseller, and advisory agreements to manage both the immediate operational separation and long-term collaboration.

Corporate Governance and Strategic Realignment

TipRanks notes that the disposition qualified as a significant transaction under U.S. securities rules, drastically shifting RocketFuel Blockchain’s risk profile and business structure. The company’s board approved the transaction without seeking shareholder ratification, despite clear related-party conflicts of interest involved in the asset transfer to RPay. While historical operations encompassed both a crypto-enabled payments arm and a loyalty division, RocketFuel Blockchain now concentrates exclusively on the latter. The carved-out payments unit continues independently under RPay, while RocketFuel retains its remaining loyalty and rewards operations in the digital payments and blockchain technology sector.