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RocketFuel (RKFL) outlines non-binding sale of payments and rewards assets

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

RocketFuel Blockchain, Inc. entered into a non-binding term sheet to sell the operating assets of its payments business to RPay, Inc. and its loyalty and rewards business to RPoints, Inc. The Buyers would assume approximately $1,500,000 of senior deferred compensation liabilities.

RocketFuel would also receive a quarterly earn-out equal to 20% of net revenue from the payments business until the earlier of two years after closing or aggregate payments of $2,500,000, plus warrants for a 20% fully diluted ownership interest in each Buyer, with repurchase floors of $1,500,000 for RPay and $200,000 for RPoints.

The company will retain its corporate franchise, cash reserves, and the equity warrants. The board approved the term sheet after considering the interested nature of the transaction, and only provisions on exclusivity, confidentiality, and fees are currently binding.

Positive

  • RocketFuel contemplates transferring approximately $1,500,000 of senior deferred compensation liabilities to the Buyers, which could materially reduce its obligations if the asset sale closes.
  • The proposed structure provides RocketFuel with a 20% net revenue earn-out from the payments business up to $2,500,000, plus warrants for a 20% fully diluted interest in each Buyer with defined repurchase floors.

Negative

  • The contemplated transaction involves selling the operating assets of RocketFuel’s payments and loyalty businesses, potentially leaving it without its current operating platforms if definitive agreements are executed and close.
  • The term sheet is expressly non-binding except for exclusivity, confidentiality, and fees, so there is execution risk that the asset sale and related consideration may never be finalized.

Insights

RocketFuel outlines a potential sale of core operating assets on non-binding terms.

RocketFuel Blockchain, Inc. is negotiating to sell the operating assets of its payments and loyalty businesses to RPay and RPoints. In return, the Buyers would assume about $1,500,000 in senior deferred compensation, provide an earn-out tied to payments revenue, and issue warrants.

The earn-out would equal 20% of net revenue from the payments business until the earlier of two years after closing or total payments of $2,500,000. RocketFuel would also receive warrants for a 20% fully diluted stake in each Buyer, with stated repurchase floors, while keeping its corporate shell, cash, and those warrants.

The arrangement would shift RocketFuel away from directly operating these businesses toward holding financial interests in the Buyers. However, the term sheet is explicitly non-binding except for exclusivity, confidentiality, and fees, so actual impact will depend on negotiating and signing definitive asset purchase agreements.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 13, 2026

 

RocketFuel Blockchain, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   Commission File No.   90-1188745

(State or other jurisdiction

of incorporation)

   033-17773-NY 

(IRS Employer

Identification No.)

 

201 Spear Street, Suite 1100 San Francisco, California 94105

 

(424) 256-8560

(Registrant’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   None

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On March 13, 2026, RocketFuel Blockchain, Inc. (the “Company”) entered into a non-binding term sheet (the “Term Sheet”) with RPay, Inc. and RPoints, Inc. (the “Buyers”) regarding the proposed sale of certain operating assets.

 

The Term Sheet contemplates that RPay, Inc. will acquire the assets of the Company’s payments business, and RPoints, Inc. will acquire the assets of the loyalty and rewards business. The parties anticipate executing definitive asset purchase agreements consistent with the Term Sheet

 

The proposed consideration includes:

 

●Debt Assumption: The Buyers will assume approximately $1,500,000 in senior deferred compensation liabilities.
   
●Earn-Out: A quarterly payment to the Company equal to 20% of net revenue from the payments business until the earlier of two (2) years following closing or an aggregate payment of $2,500,000.
   
●Equity Warrants: The Company will receive warrants for a 20% fully diluted ownership interest in each Buyer. These warrants include fixed repurchase floors of $1,500,000 for RPay, Inc. and $200,000 for RPoints, Inc..

 

The Company will retain its corporate franchise, cash reserves, and the equity warrants. The Board of Directors approved the Term Sheet after considering the interested nature of the transaction.

 

Except for binding provisions regarding exclusivity, confidentiality, and fees, the Term Sheet is non-binding. The foregoing description is qualified by the full text of the Term Sheet, filed as Exhibit 10.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

● Exhibit 10.1: Non-Binding Term Sheet, dated March 13, 2026, by and among RocketFuel Blockchain, Inc., RPay, Inc., and RPoints, Inc.
     
● Exhibit 104: Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

RocketFuel Blockchain, Inc.  
     
By: /s/ Peter M. Jensen  
Name: Peter M. Jensen  
Title: Chief Executive Officer  
     
Date: March 18, 2026  

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did RocketFuel Blockchain, Inc. (RKFL) announce in this 8-K?

RocketFuel agreed to a non-binding term sheet to sell the operating assets of its payments business to RPay, Inc. and its loyalty and rewards business to RPoints, Inc., subject to negotiating and signing definitive asset purchase agreements consistent with the term sheet.

What consideration will RocketFuel receive if the RPay and RPoints asset sales close?

The Buyers would assume about $1,500,000 of senior deferred compensation liabilities, pay RocketFuel a quarterly earn-out equal to 20% of net revenue from the payments business up to $2,500,000, and issue warrants for a 20% fully diluted ownership stake in each Buyer.

Will RocketFuel Blockchain, Inc. retain any assets after the proposed sale?

RocketFuel will retain its corporate franchise, its existing cash reserves, and the equity warrants it receives in RPay and RPoints. This means it would no longer own the operating assets sold but would hold financial interests and its public-company structure.

Is the RocketFuel term sheet with RPay and RPoints binding?

The term sheet is described as non-binding, with only provisions on exclusivity, confidentiality, and fees being binding. The parties still need to negotiate and execute definitive asset purchase agreements before any asset transfer or consideration becomes effective.

How is the earn-out from the payments business structured for RocketFuel?

RocketFuel would receive a quarterly payment equal to 20% of net revenue from the payments business. These payments would continue until the earlier of two years after closing or when RocketFuel has received an aggregate total of $2,500,000.

What equity interest will RocketFuel receive in RPay and RPoints?

RocketFuel will receive warrants representing a 20% fully diluted ownership interest in each of RPay, Inc. and RPoints, Inc. These warrants include fixed repurchase floors of $1,500,000 for RPay and $200,000 for RPoints, as specified in the term sheet.

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