{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-010674","form_type":"8-K","ticker":null,"cik":"0000823546","company_name":"ROCKETFUEL BLOCKCHAIN, INC.","filed_at":"2026-03-18T23:59:59+00:00","discovered_at":"2026-05-14T18:02:37.782106+00:00","generated_at":"2026-05-15T09:59:59.986212+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"RocketFuel Blockchain enters non-binding term sheet to sell payments and loyalty assets to RPay and RPoints","bullets":["Buyers will assume ~$1.5M in senior deferred compensation liabilities.","Company to receive quarterly earn-out of 20% of net revenue from payments business up to $2.5M aggregated over 2 years.","Company receives warrants for 20% fully diluted ownership in each buyer, with repurchase floors of $1.5M (RPay) and $200k (RPoints).","Company retains corporate franchise, cash reserves, and equity warrants; non-binding except exclusivity/confidentiality.","Board approved term sheet after considering interested nature of transaction."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-010674","json":"https://secwatch.observer/filing/0001493152-26-010674.json","markdown":"https://secwatch.observer/filing/0001493152-26-010674.md","text":"https://secwatch.observer/filing/0001493152-26-010674.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/823546/000149315226010674/0001493152-26-010674-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/823546/000149315226010674/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T09:59:59.986212+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"63229f33771bb27868dc9654a59a09df1f805f93","claim":"ROCKETFUEL BLOCKCHAIN, INC. entered into Term Sheet with RPay, Inc. and RPoints, Inc. valued at Debt assumption of approximately $1,500,000; earn-out payments up to $2,500,000; equity warrants for (effective 2026-03-13).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/823546/000149315226010674/0001493152-26-010674-index.htm","confidence":0.65,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"RPay, Inc. and RPoints, Inc."},{"label":"Value","value":"Debt assumption of approximately $1,500,000; earn-out payments up to $2,500,000; equity warrants for"},{"label":"Effective","value":"2026-03-13"}]}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}