Exhibit 99.3

UNAUDITED PROFORMA CONDENSED COMBINED BALANCE SHEET AS OF MARCH 31, 2026

See accompanying notes to the unaudited pro forma consolidated financial statements

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MARCH 31, 2026

See accompanying notes to the unaudited pro forma consolidated financial statements

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEAR ENDED DECEMBER 31, 2025

See accompanying notes to the unaudited pro forma consolidated financial statements

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 

 Note 1: Basis of presentation 

The historical financial information of Ryvyl and RTB as of March 31, 2026, and for the three months ended March 31, 2026 and for the year ended December 31, 2025, was prepared in accordance with US GAAP. The two companies combined through a reverse merger transaction on May 12, 2026. As a result, the pro forma adjustments included in the unaudited pro forma combined balance sheet and statement of operations as of and for the three months ended March 31, 2026, and for the year ended December 31, 2025, reflect the impact of the merger transaction, and conform to Ryvyl's historical financial statement balances with the presentation of RTB historical financial statements.

The unaudited pro forma combined balance sheet assumes the merger has occurred as of March 31, 2026; the unaudited pro forma combined statement of operations and comprehensive loss for the three months ended March 31, 2026, and for the year ended December 31, 2025, assume the merger has occurred on January 1, 2025. Any transactions which are triggered by the merger (Note 3) are also included in the presentation.

Note 2: Estimated consideration and preliminary purchase price allocation

The acquisition-date fair value of the consideration transferred, based on preliminary valuation analyses, is calculated as follows (in thousands, except price per share):

Management performed a preliminary valuation analysis of Ryvyl’s identifiable assets acquired and liabilities assumed as of May 12, 2026, the acquisition date. Based on the acquisition-date fair value of the consideration transferred, management prepared a preliminary allocation of the consideration to those identifiable assets and liabilities.

The following table summarizes the preliminary allocation of the estimated purchase price to the identifiable assets acquired and liabilities assumed. The amounts presented are based on Ryvyl’s March 31, 2026, historical balance sheet, with certain balances adjusted to their estimated fair values as of the transaction closing date, May 12, 2026 (in thousands):

This preliminary purchase price allocation has been used to prepare the transaction accounting adjustments in the pro forma condensed combined balance sheet. The final purchase price allocation will be determined when Ryvyl has completed the detailed valuations and necessary calculations as described in more detail in the explanatory notes below. The final purchase price allocation will be completed upon finalization of the transaction accounting adjustments and may differ materially from the preliminary allocation presented herein.

The final allocation may include (1) changes in fair values of property, plant and equipment; (2) changes in allocations to intangible assets, such as trade names, technology and customer relationships, as well as goodwill; and (3) other changes to assets and liabilities.

Note 3: Convertible Notes

September 2025 Convertible Notes and Warrants

During September 2025, RTB entered into Convertible Note Purchase Agreements (the “Convertible Notes” or the “Notes”) with various investors, including multiple related parties. RTB received total consideration of $30,150, consisting of $15,000 in cash, $15,000 in USDC, and the conversion of a $150 outstanding related-party payable into a Convertible Note. The total consideration was allocated as $30,145 to the Convertible Notes and $5 to the related warrants. The Convertible Notes and warrants were recorded as equity within RTB’s historical balance sheets.

The Convertible Notes bear interest at a stated rate of 12% per annum, with interest accruing in full from the issuance date. However, the Convertible Notes and related interest accrued was not to be repaid in cash. Instead, all outstanding principal and accrued interest automatically converted into shares of RTB Class B common stock at a fixed conversion price of $2.55 per share upon the earliest occurrence of: (i) the respective maturity date in September 2026, (ii) the closing of a qualifying equity financing resulting in aggregate proceeds of at least $20,000, or (iii) a qualifying corporate transaction, as defined in the agreements.

In connection with the issuance of the Convertible Notes, RTB issued detachable warrants to purchase an aggregate of 2,588,237 shares of RTB Class B common stock. The warrants have an exercise price of $2.55 per share, represent warrant shares equal to 20% of the respective Note principal divided by the exercise price, and expire one year from the issuance date. The warrants are legally detachable and separately exercisable from the Convertible Notes.

The merger was consummated on May 12, 2026, and constituted a qualifying corporate transaction under the terms of the Convertible Notes. Accordingly, the outstanding principal and accrued interest automatically converted into RTB Class B common stock, and the resulting RTB shares were subsequently exchanged for shares of Ryvyl common stock.

March 2026 Convertible Note and Warrants

During March 2026, RTB completed a $2,000 private financing through the issuance of a non-interest-bearing convertible note (the “March 2026 Convertible Note”), detachable warrants (the “March 2026 Warrant”) and a price protection feature (the “Price Protection Feature”). The convertible note was classified as a liability and accounted for under the fair value option, while the warrants and price protection feature were accounted for as derivative liabilities. At issuance and as of March 31, 2026, the fair values of each of the three instruments were $1,403, $129 and $468, respectively, representing an aggregate fair value of $2,000. The related shares are subject to phased transfer restrictions, and the price protection feature may require the issuance of additional shares if specified market capitalization thresholds are not met. The warrants became exercisable on the merger closing date and remain exercisable for a one-year period following that date.

Upon consummation of the merger, the convertible note converted into 179,732 shares of Ryvyl common stock. Accordingly, the carrying amount of the note was reclassified from liabilities to common stock at $0.001 per share and additional paid-in capital, while the warrants and price protection feature remained classified as liabilities in the unaudited pro forma condensed combined balance sheet.

 Note 4: Notes to Unaudited Pro Forma Combined Financial Statements

Note 5: Loss per Share 

The following table sets forth the Company’s pro forma basic and diluted loss per share for the periods presented. The pro forma net loss reflects the impact of the business combination between RTB and RYVYL, as required under Article 11 of Regulation S-X. Pro forma weighted average shares outstanding give effect to the assumed issuance of RYVYL Parent Common Stock, conversion of RTB equity interests, and other equity-class adjustments as if the transaction had occurred at the beginning of each period presented. Since the Company reported a net loss for all periods presented, all potentially dilutive securities were anti-dilutive and therefore excluded from the computation of diluted loss per share. Accordingly, basic and diluted loss per share is the same.