Ryft's £20m Series B Package Included £5m of Secondary Liquidity

Ryft's £20 million Series B was attached to a larger signed financing package. The company's 21 August 2026 board resolutions approve £18.25 million of new subscriptions, a £1.75 million convertible-loan conversion and a £4.97 million schedule of secondary share transfers. On the filed numbers, roughly one pound in every five of the £24.97 million package was liquidity for existing holders rather than new cash for Ryft.

The three founders named in the schedule were each listed for £749,999.27 of share transfers. The same package gives Gresham House an investor-director appointment and creates a new preferred and ordinary B share structure. The resolution records an approved transaction package, not proof that every subscription and transfer had completed at the time of filing. It does, however, change the economic reading of the public round: expansion capital, debt conversion, governance and early-holder liquidity were negotiated together.

The £20m headline is the primary side

Ryft's announcement describes a £20 million Series B led by Gresham House, with Pembroke VCT and Ingenii returning and NPIF II joining through the Northern Powerhouse Investment Fund. Ryft says the money will fund European and US expansion, product development and a licence application in Malta. It also reports that processing volume tripled in the prior year and that more than 6,500 businesses use the platform.

Independent coverage by EU-Startups reports the same £20 million amount, investor group and international push. The public version is therefore clear about the operating ambition. It does not separate money paid into the company from money paid to earlier shareholders, or explain how the NPIF II capital reached the cap table.

The Companies House profile identifies Ryft Pay Ltd, company number 12128364, as an active Manchester private company incorporated in 2019. The decisive filing is a set of directors' resolutions received on 11 September 2026 and signed on 21 August. It lays out the subscriptions, loan conversion, share transfers, new articles and board changes in one package.

A £4.97m secondary schedule sits beside the raise

The resolutions approve the transfer of 350,962 existing ordinary shares at £14.1667 each. The aggregate consideration is £4,971,973.39. The listed transfers therefore equal 19.91% of the £24,971,972.15 package calculated from the filing's primary subscriptions, loan conversion and secondary schedule.

That split is the article's central finding. A £20 million financing headline can describe the primary subscriptions plus the converted loan while leaving a separate liquidity window outside the number. The documents do not turn the £24.97 million package into a company valuation, and the secondary price is not a public statement of Ryft's enterprise value.

Each founder was scheduled to sell £750,000

The secondary schedule names Seyed Sadra Hosseini, Alexander James Mackenzie and Richard Mark Cameron Kirby as sellers of 52,941 shares each. At the filed price, each transfer is worth £749,999.27. Together, the founders' sales total £2,249,997.81, or 45.25% of the secondary consideration.

The rest of the schedule covers Lorenz Bogaert, Alister and Victoria Esam, and three nominee vehicles. The filing does not state why any seller chose to transfer shares, whether a seller retained a different class, or whether the scheduled transfers were completed. Those are separate questions from the arithmetic of the package.

Debt conversion and new share classes change the capital stack

NPIF II - Equity NW LP is listed as receiving 123,529 Preferred B Shares and 123,529 Ordinary B Shares in full satisfaction of a £1.75 million convertible loan. The other investors are scheduled to subscribe for 1,283,046 Preferred B Shares and 1,283,046 Ordinary B Shares for £18,249,998.76.

The resolution also authorises new articles and the re-designation of existing A shares into A-1, A-2 and A-3 classes. That makes the round more than a cash subscription. It is a reset of the capital architecture in which the incoming investors, the converting lender, earlier holders and employees receive distinct routes through the new share and option structure.

The new articles are not treated here as a complete preference or control model. The public filing set supports the existence of the classes and the transaction mechanics, but not a final economic waterfall for each holder after a sale or liquidation.

Gresham House gained a formal board seat

The resolutions appoint Rohit Mathur as an investor director nominated by the Gresham House investors and approve the resignation of Eric Van der Kleij. Companies House filings record Mathur's appointment and Van der Kleij's termination on 21 August 2026. This is a concrete governance change attached to the financing, not an inference from Gresham House being named as lead investor.

The resolutions name Gresham House Manager rights in the transaction documents and identify Pembroke and Ingenii in the super-majority definition of the new articles. They do not disclose a final voting percentage or show which investor controls the board after all scheduled issuances and transfers. The safe conclusion is narrower: Gresham House received a documented investor-director route while the capital structure was being rebuilt.

Why the distinction matters to financing diligence

For a payments company expanding across borders, primary cash is the operating fuel. Secondary liquidity is a different economic flow. It can give founders and early holders room to realise part of a position, while new investors and a converting lender receive the securities and governance rights needed for the next phase.

That combination is not unusual, but it changes how a buyer, lender or later investor should read the round. The public announcement tells the market about Ryft's product, licence plans and growth. The filing tells the market that the same transaction also moved £4.97 million to sellers and replaced a £1.75 million loan with equity. Open Cosmos' preferred financing shows why a funding headline cannot substitute for understanding security terms. Hackuity's ratchet structure shows a related problem from the dilution side. Ryft adds a liquidity and governance layer.

The strongest ordinary business explanation is that the company needed a clean cap table before an international expansion, while the founders and earlier holders wanted partial liquidity and NPIF II needed to convert its loan. That explanation is compatible with the filing. It does not answer whether the scheduled transfers completed, what the final register of members looks like or how the new classes rank in a sale.

The next decision-changing records are a post-completion allotment or confirmation statement, a final shareholder list or a transaction document that identifies the buyers on the secondary schedule. Until those records are filed, the defensible conclusion is specific: Ryft's £20 million Series B was approved alongside £4.97 million of secondary liquidity, a £1.75 million debt conversion and a Gresham House investor-director seat.