Ryvyl (RVYL) 8-K/A Financial Statements and Exhibits

Exhibit 99.2

TRANSACT EUROPE HOLDINGS LTD AND SUBSIDIARY

Unaudited Consolidated Financial Statements

March 31, 2022

TRANSACT EUROPE HOLDINGS LTD AND SUBSIDIARY TABLE OF CONTENTS
	PAGE
UNAUDITED CONSOLIDATED BALANCE SHEET	2
UNAUDITED CONSOLIDATED STATEMENT OF INCOME	3
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS	4
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	5
UNAUDITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	6

TRANSACT EUROPE HOLDINGS LTD AND SUBSIDIARY

UNAUDITED CONSOLIDATED BALANCE SHEET

March 31,	2022
ASSETS
Current assets:
Cash and cash equivalents	$	18,676,860
Guarantee deposits		7,056,359
Total current assets		25,733,219
Non-current assets:
Property and equipment, net		24,022
Intangible assets, net		98,489
Right of-use assets		713,670
Deferred tax assets		41,060
Total non-current assets		877,241
Total Assets	$	26,610,460
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	17,769,287
Lease liability - short term		139,243
Other liabilities		628,141
Total current liabilities		18,536,671
Lease liability - long term		580,851
Total liabilities		19,117,522
Commitments and contingencies
Stockholders’ Equity
Common shares - $10,441 par value; 500 authorized shares; 500 and 500 issued and outstanding		2,525
Accumulated other comprehensive income (loss)		(791,699	)
Retained earnings		8,282,112
Total stockholders’ equity		7,492,938
Total Liabilities and Stockholders’ Equity	$	26,610,460

Notes to the Unaudited Consolidated Financial Statements

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TRANSACT EUROPE HOLDINGS LTD AND SUBSIDIARY

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Three months ended March 31,	2022
Revenue:
Revenue - payment services acquisition	$	1,780,120
Revenue - payment services online		6,584
Total revenue		1,786,704
Cost of sales:
Cost of sales - payment services acquisition		996,364
Cost of sales - payment services online		12,651
Total cost of sales		1,009,015
Gross profit		777,689
Operating expenses:
Payroll		436,083
Depreciation and amortization		32,126
Other operating expenses		329,359
Total operating expenses		797,568
Loss from operations		(19,879	)
Other income (expense):
Other income		-
Other expense		15,884
Total other income (expense)		15,884
Loss before provision for income tax		(3,995	)
Provision for income tax		751
Net loss	$	(4,746	)
Comprehensive income statement:
Net income		(4,746	)
Foreign currency translation loss		(211,514	)
Total comprehensive income	$	(216,260	)

Notes to the Unaudited Consolidated Financial Statements

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TRANSACT EUROPE HOLDINGS LTD

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

					Accumulated
					Other						Total
	Common shares				Comprehensive			Retained			Stockholders'
	Number		Amount		Income (loss)			Earnings			Equity
Balance as of December 31, 2021		500	$	2,525	$	(580,185	)	$	8,286,858		$	7,709,198
Foreign currency translation		-		-		(211,514	)		-			(211,514	)
Net loss		-		-		-			(4,746	)		(4,746	)
Balance as of March 31, 2022 (unaudited)		500	$	2,525	$	(791,699	)	$	8,282,112		$	7,492,938

Notes to the Unaudited Consolidated Financial Statements

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TRANSACT EUROPE HOLDINGS LTD

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended March 31,	2022
Cash flows from operating activities:
Net loss	$	(4,746	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		32,126
Changes in operating assets and liabilities:
Guarantee deposits		(184,311	)
Other assets		208,638
Right of-use assets		5,872
Deferred tax asset		1,000
Accounts payable		(2,017,325	)
Other liabilities		(90,914	)
Net cash flow used in operating activity		(2,049,660	)
Cash flows from investing activities:
Purchases of property and equipment		(789	)
Net cash used in investing activities		(789	)
Net decrease of cash and cash equivalents		(2,050,449	)
Foreign currency translation adjustment		(556,774	)
Cash and cash equivalents at the beginning of the year		21,284,083
Cash and cash equivalents at the end of the year	$	18,676,860
Supplemental disclosures of cash flow information
Cash paid during the periods for:
Interest paid	$	-
Taxes paid	$	-

Notes to the Unaudited Consolidated Financial Statements

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TRANSACT EUROPE HOLDINGS LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS

Transact Europe Holdings Ltd, (the “Entity" or the “Company”) is a legal entity established as a limited liability company under the provisions of the Commercial Law of the Republic of Bulgaria, registered on November 18, 2014. On January 30, 2015, the Bulgarian National Bank approved the transfer of the owned by TBI Financial Services Bulgaria EAD shares of TBI Credit EAD to Transact Europe Holdings Ltd. Transact Europe EAD ("The Subsidiary") is the Subsidiary of Transact Europe Holdings Ltd. Transact Europe EAD) is a joint stock company established in 1997.

The Entity is registered as a financial institution. Currently, the main business activity is related to performing an activity as an electronic money provider that provides the following payment services: performing electronic payment operations via payment cards or other similar tools; issuing of payment tools and/or accepting of payments with payment tools and performing the activity of an e-money entity. In order to expand the offered services and in response to the needs of the merchants of Transact Europe EAD, from August 1, 2016, the company offers new payment services to its clients – within the meaning of the Law on Payments Services and Payment Systems.

New payment services are offered only to existing customers and new customers of the company which are online customers and with whom the company has or will conclude contracts for the processing of payments with payment instruments (acquiring). Through this new service, the clients of Transact Europe EAD can perform the following operations:

● Transaction on a payment account or a payment instrument issued by Transact Europe EAD via an order submitted electronically.

● Payment on a payment account with another payment service provider (bank) via an order submitted electronically. The transfer is transmitted from the Transact Europe EAD client account by the partner bank.

● Receipt of transfers in favor of Account holder by specifying a unique identifier from Transact Europe EAD.

Transact Europe EAD owns a license for performing the activity of an e-money provider. Pursuant to the license granted by the BNB to an electronic money provider, Transact Europe EAD has the right to perform the following financial services:

● Issuance of electronic money

● Distribution/spread of electronic money

● Redemption of electronic money

The subsidiary is a full member of the international card organization MasterCard since 19.03.2008 and of VISA Europe since December 14, 2009. The Subsidiary offers the companies an integrated suite of secure payment solutions by providing competitive advantage of firms to affect their business with greater speed, security and flexibility.

The Subsidiary provides services to variety of customers from different business fields: fun, games, digital stocks and additional many sectors. Service includes support of dealers in the system for acceptance of payments via cards, the services themselves related to payments with credit or debit cards via secured port /gateway/, risk management as well as monitoring and protection against card frauds and services for management of security within payment transactions using cards.

Our customer portfolio includes only EU registered companies that are strictly identified and operate in accordance with the rules and requirements of the BNB, the Law on Measures against Money Laundering, the relevant EU directives and the Visa and MasterCard regulations. E-money as a payment instrument has its own advantages and a high potential of opportunities. It is developing very dynamically, providing a number of services that can be customized according to the individual needs of the clients. Transact Europe EAD's goal is to attract to its users the different types of electronic money and the services offered through them, both the Bulgarian business and any individual who wants to use safer, more modern, time-saving and additional electronic services.

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TRANSACT EUROPE HOLDINGS LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES

COVID Impact

At the end of 2019, news about the COVID-19 (Coronavirus) has been announced marked by a limited number of cases of unknown virus reported by the World Health Organization. Over the first couple of months in 2020, the virus has spread globally, and its negative impact has gained its momentum. On March 11, 2020, the World Health Organization announced a pandemic in relation to COVID-19 and on March 13, 2020, the National Assembly of Bulgaria voted a state of emergency and a number of restrictive measures were introduced. The state of emergency was revoked on May 13, 2020, and effective from 14 May 14^th an emergency epidemic situation was announced.

Reporting and Basis of Presentation and Consolidation

The consolidated financial statements include legal entities listed above as of and for the three months ended March 31, 2022. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America. The consolidated financial statements include Transact Europe Holdings Ltd. All intercompany accounts, transactions, and profits have been eliminated upon consolidation.

Use of accounting estimates

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America. Estimates and assumptions related to them are based on historical experience and other factors that are reasonable in these circumstances, and the results of which form the basis for assessments concerning the carrying amount of assets and liabilities that are not apparent from and through other sources. Actual results may differ from preliminary estimates. Accounting assessments and key assumptions are reviewed regularly. The preparation of Consolidated financial statements in conformity with the GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue as follows:

● Revenues from commissions, representing a percentage of the volume of the transactions fees per transaction for cash transfers to merchants and other charges related to the operation of the payment system, is recognized when earned as transaction is completed and amount is collectable.

● Revenues from electronic cards are from fees for activation of prepaid cards, fees per transaction and fees for foreign exchange. Revenue is recognized when earned as transaction is completed and amount is collectible.

● Revenue from online payments from a fee for opening an individual account in the accounting software, a fee for outgoing transfer via online banking, a fee for incoming foreign currency transfer, a fee for exchange of foreign currency, a monthly service fee and other. Revenue is recognized when earned as transaction is completed and amount is collectible.

Cash and cash equivalents

For the purposes of cash flow statement cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within current borrowings in current liabilities on the balance sheet. Cash in banks include funds held to cover the balances owed to the customers. This cash is held in special safeguarded accounts in accordance with the provisions of Articles 23 of the law on Payment Services and Payment Systems (LPSPS) of the company.

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TRANSACT EUROPE HOLDINGS LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and Equipment

Property and equipment are stated at cost less accumulated amortization and accumulated impairment losses, excluding current maintenance costs. The cost of acquisition includes the purchase price and all direct costs for the acquisition. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets using the following annual rates:

Vehicles	25%
Computers, software and customer list	50%
Fixtures and fittings	15%

An asset is written-off when sold or when there are no expected future economic benefits from its use or disposal. The gain or loss arising on writing off of the asset (calculated as the difference between the net sale proceeds, if any, and the carrying amount of the asset) is included in the statement of comprehensive income when the asset is written off.

Leases

On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right of use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months.

ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases. For operating leases, the Company calculated right of use assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the IBR as of that date.

Foreign Currency Translations

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The functional currency and the presentation currency are United States Dollars (USD). Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuations where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year­ end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. Monetary assets and liabilities in foreign currencies are stated using the closing exchange rate of the USD at the balance sheet date. The assets and liabilities of the Entity denominated in foreign currencies are recognized in USD as per the currency fixed rate the date of the reporting period. Exchange differences arising on reporting of transactions in foreign currencies are recognized presently in the statement of comprehensive income. The exchange rate of the US dollar to BGN is 1.7667 as of March 31, 2022 and average rate of the US dollar to BGN is 1.7431.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever management believes that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To the extent that the carrying value is determined to be unrecoverable, an impairment loss is recognized through a charge to expense. As of March 31, 2022, the Company does not believe that impairment indicators are present, and accordingly, based on this assessment, no further impairment analysis was performed.

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TRANSACT EUROPE HOLDINGS LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes

Current tax assets and liabilities for the current and prior periods are recognized at the amount expected to be recovered from or paid to the taxation authorities. In the calculation of income/profit tax are applied tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Current income taxes are determined in accordance with the requirements of the Bulgarian Corporate Income Tax Act. The nominal tax rate for 2021 is 10% (2020:10%).

Deferred tax is recognized using the balance method on temporary differences at the balance sheet date, arising between the tax bases of assets and liabilities and their carrying values. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences and unused tax losses, to the extent that it is probable that they will reverse and be generated in the future in sufficient taxable profits or taxable temporary differences, from which to be deducted these decreasing differences. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or enforced to a significant extent at the balance sheet date. As of March 31, 2022, for the calculation of deferred taxes is used rate of 10% (31 December 2021 - 10%).

The Entity compensates deferred tax assets and liabilities only when there is a legal right to set off current tax assets against current tax liabilities and deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.

Concentration of Risk

The Group is exposed to the following risks.

● Currency Risk – Currency group risk is the risk of negative impact of the prevailing foreign currency exchange rates fluctuations on the Entity's financial position and cash flows. Since the Bulgarian lev is pegged to the Euro and the Group presents its financial statements in Bulgarian lev, the currency risk is associated only with currencies other than the Euro, mainly the US dollar and British pound.

● Credit Risk – The predominant share of credit risk results from the acquiring business. Credit risk is the risk created when a merchant activity creates chargebacks claimed by card holders or fines, and the merchants does not have sufficient funds to cover those chargebacks and fines. In order to mitigate this risk, the Group holds ongoing securities (rolling reserves) received from its merchants. These reserves are calculated as a percentage from each transaction that is held typically for a period of 6 month. The reserves held by the Group serves, as is customary in the sector, as a hedge against those financial risks resulting from the processing of the transactions. The reserve typically has a revolving character and exists for the length of the business relationship. Cash and cash equivalents are held in partner banks and may also be jeopardized if these credit institutions become insolvent or financially deteriorated. The risk is limited by the use of several partner banks. Additionally, on a regular basis Transact Europe EAD evaluates the level of credit risk of partner banks as well as of Visa/Mastercard (where Transact Europe EAD has deposited funds required by the card organizations themselves) and allocates provisions to cover future losses due to the credit risk.

● Interest Rate Risk – Interest rate risk is minimal because the Group has limited interest bearing assets and liabilities.

Recently Adopted Accounting Updates

In December 2019, the FASB issued Accounting Standards Update (ASU) 2019-12 "Simplifying the Accounting for Income Taxes (Topic 740)" as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of GAAP. The Company adopted this standard on January 1, 2021 and determined there was no material impact on the Company's financial position, results of operations and liquidity.

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TRANSACT EUROPE HOLDINGS LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Adopted Accounting Updates (continued)

In May 2020, the SEC issued Final Rule Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (“SEC Rule 33-10786”), which amends the disclosure requirements applicable to acquisitions and dispositions of businesses. Amendments within SEC Rule 33-10786 primarily impact (1) the tests and thresholds used to determine the significance of acquisitions and dispositions; (2) the form and content of pro forma information required to be disclosed in connection with significant acquisitions and dispositions; (3) acquiree financial statement requirements; and (4) thresholds used to determine the significance of acquisitions and dispositions of real estate operations, and related financial statement requirements, among others. The Company adopted this standard on January 1, 2021 and determined there was no material impact on the Company's consolidated financial statements.

3. CASH AND CASH EQUIVALENTS

The Company has no restricted cash and cash equivalents. Cash in banks include funds held to cover the balances owed to the customers. This cash is held in special safeguarded accounts in accordance with the provisions of Articles 23 of the Payment Services and Payment Systems Act (PSPSA). Cash owed to customers and held in safeguarded accounts are as follows:

March 31,	2022
Acquiring business	$	7,906,748
Online business		9,884,922
Prepaid cards		106,979
Total cash and cash equivalents held for customers’ accounts		20,400,264
Other non-restricted cash and cash equivalents		778,211
Total cash and cash equivalents	$	18,676,860

4. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

March 31,	2022
Vehicles	$	31,131
Computers		175,468
Fixtures and fittings		37,358
Total property and equipment		243,958
Accumulated depreciation		(219,936	)
Total property and equipment, net	$	24,022

Depreciation expense was approximately $8,000 for the three months ended March 31, 2022.

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TRANSACT EUROPE HOLDINGS LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5. INTANGIBLE ASSETS

Intangible assets consisted of the following:

March 31,	2022
Rights	$	982,057
Software		473,765
Total intangible assets		1,455,822
Accumulated amortization		(1,357,333	)
Total intangible assets, net	$	98,489

Intangible assets with finite lives are amortized over the estimated periods benefitted on a straight- line basis which is over 2 years. Amortization expense was approximately $24,000 for the three months ended March 31, 2022 and is included in depreciation and amortization expense consolidated statement of operations.

6. RELATED PARTY TRANSACTIONS

The Company did not have any material related party transactions as of and for the three months ended March 31, 2022.

7. SUBSEQUENT EVENTS

The Company follows the guidance in FASB ASC Topic 855, Subsequent Events (“ASC 855”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before the consolidated financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluates events or transactions that may occur for potential recognition or disclosure in the consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its consolidated financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. Accordingly, the Company did not have any subsequent events that require disclosure other than the following:

● On September 16, 2021, the Company signed Share Purchase Agreement (the “Purchase Agreement”), dated as of September 3, 2021, with Greenbox POS (“GBOX”), a US publicly traded company. The Purchase Agreement provides for the sale of all of the shares of the Company (the “Acquisition”) to GBOX. The aggregate Acquisition consideration that the Company has agreed to sell under the Purchase Agreement is €30,000,000 in cash (the “Acquisition Purchase Price”), which was deposited in an escrow account with an escrow agent, to be held to secure the payment of the Acquisition Purchase Price.   On March 28, 2022, Amendment Agreement No. 1 to the Purchase Agreement (the “Amendment”) between the Company and the Selling Stockholders took effect. The Amendment lowered the consideration that the stockholders of the Company has agreed to receive from €30,000,000 in cash to €26,000,000 in cash (the “Acquisition Purchase Price”). Although the Amendment was signed on March 24th, it took effect on March 28th upon the Company wiring the full Acquisition Purchase Price to an escrow account controlled by an escrow agent. As of March 31, 2022, the Acquisition has not yet closed and the Acquisition closed on April 1, 2022.

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