Ryft's £20m raise was £18.25m of new subscriptions, filing shows

Ryft, the UK payments platform, announced a £20m Series B on 17 September 2026. Its own resolutions, received by Companies House six days earlier, on 11 September 2026, describe a larger and more complicated transaction: £18,249,998.76 of new investor subscriptions, conversion of a £1.75m convertible loan into shares, and a separate schedule approving the sale of 350,962 existing shares for £4,971,973.39. Add the three together and the approved package comes to £24,971,972.15 — not £20m.

The operating company is Ryft Pay Ltd, company number 12128364, incorporated in England on 30 July 2019 (it traded as Butlr Ltd until it was renamed on 5 February 2025). Companies House received a 13-page set of resolutions from the company on 11 September 2026; the transactions they approve are dated 21 August 2026. This matters to anyone reading UK fintech funding announcements at face value, because it shows how a headline round number can combine new growth capital, a debt conversion and a shareholder liquidity event — three different things with three different economic effects.

What the filing actually shows

Companies House resolutions record what a company and its shareholders have approved. They are not, by themselves, proof that money has changed hands. Companies House itself warns that it does not check the accuracy of what is filed on its register. With that caveat, the Ryft resolutions set out three distinct transactions, each dated 21 August 2026:

• New subscriptions. Investors were approved to subscribe for £18,249,998.76 of new shares.
• Loan conversion. NPIF II – Equity NW LP was approved to receive shares in full satisfaction of an existing £1.75m convertible loan.
• Secondary transfers. A schedule approved the transfer of 350,962 existing ordinary shares, at £14.1667 each, for aggregate consideration of £4,971,973.39.

The first two figures add up to £19,999,998.76 — which rounds to the £20m Series B that Ryft announced. The third figure, the secondary schedule, is not part of that sum. It sits alongside it.

Breaking down the £24.97m package

On this reading, the secondary amount represents 19.91% of the total £24,971,972.15 package — call it roughly a fifth. It is worth being precise about what this is not: Ryft's own announcement describes a £20m Series B and does not mention a £5m secondary figure at all. The resolutions do not describe the secondary consideration as part of the Series B either. Reading the topic as "£5m of Ryft's £20m round went to existing shareholders" overstates how the two figures relate; the filing's arithmetic points instead to a £20m primary round sitting beside a separately approved £4.97m secondary schedule.

Why £20m is not £20m of fresh cash

Of the £19,999,998.76 that reconciles to the announced round, only £18,249,998.76 was new subscription money — cash that, if the approvals completed, becomes available for Ryft to spend. The remaining £1.75m was a conversion of an existing NPIF II loan into shares. Converting debt to equity changes Ryft's balance sheet and its capital structure, and it removes a repayment obligation, but it does not inject £1.75m of new cash into the business at completion. Anyone using the £20m figure as a proxy for new capital raised is, on this filing, overstating the fresh-cash component by £1.75m.

Who was scheduled to receive secondary proceeds

The secondary schedule names specific sellers. Three founders — Seyed Sadra Hosseini, Alexander James Mackenzie and Richard Mark Cameron Kirby — were each scheduled to transfer 52,941 shares for £749,999.27, a combined £2,249,997.81. That is 45.25% of the total £4,971,973.39 secondary consideration. Other named holders and nominee vehicles were scheduled to transfer a further 192,139 shares for £2,721,975.58.

None of this approved secondary consideration was intended for the company. If the transfers completed as approved, the consideration was intended for the selling shareholders, not for Ryft's accounts. The filing establishes approval of the mechanism; it does not independently confirm that the sellers received the stated sums.

Why the distinction matters for UK fintech funding figures

New subscription cash, debt converted to equity and secondary share sales are economically different events, and conflating them distorts what a funding figure tells a reader:

• Primary subscriptions can fund hiring, product development and expansion.
• A loan conversion extinguishes an existing claim on the company but does not add operating cash.
• A secondary sale moves existing shares between parties and gives selling shareholders liquidity; it says nothing about how much new capital the company itself gained.

Treating the full £24,971,972.15 approved package as "new UK fintech investment" would overstate the capital entering Ryft's operating company. Treating the £4,971,973.39 secondary schedule as part of the announced £20m would misstate how the figures reconcile, since the subscriptions and loan conversion already account for the full £19,999,998.76. Both errors are easy to make from a press release alone, which is why the underlying Companies House filing is the more precise source for this kind of claim.

The wider transaction

The resolutions go beyond the money. They approve new articles of association, create Preferred B and Ordinary B share classes (1,283,046 of each approved for new-money subscribers and a further 123,529 of each approved for the NPIF II loan conversion), redesignate 1,603,852 existing A shares into A-1, A-2 and A-3 classes, and top up the option pool by 490,265 ordinary-share options. Separately, Companies House records show Rohit Mathur's appointment as a director and Eric Van Der Kleij's departure, both effective 21 August 2026 and filed on 4 September 2026 — consistent with the resolutions' description of an investor director nominated through Gresham House.

Ryft says Gresham House Ventures led the round, with Pembroke VCT and Ingenii Capital returning and PXN Ventures participating through the Northern Powerhouse Investment Fund II. Ryft's announcement, carried in contemporary reporting on 17 September 2026 by FinTech Futures and confirmed by the company's own blog post, says the money will support expansion into Europe and the US and adoption among larger businesses. Ryft also said it had applied for a payment-services licence from the Malta Financial Services Authority. That is an application for an EU authorisation, not a UK one, and the materials reviewed say nothing about Ryft's separate UK regulatory status. Ryft reported, without independent verification, that it serves more than 6,500 businesses and that processing volume tripled over the preceding 12 months; these are the company's own figures.

What the filing doesn't confirm

A set of resolutions records approval and intended mechanics, not completed settlement. Nothing reviewed here establishes that the full £18,249,998.76 of subscriptions was paid in cash without deductions or staged terms, that the NPIF II loan conversion completed on the terms described, that every one of the 350,962 secondary shares actually changed hands, or that each named seller received the consideration listed against their name. Also unconfirmed: Ryft's resulting ownership structure, voting control, any valuation implied by the transaction, and the detailed rights attached to the new share classes.

What to watch next

Confirmation that the subscriptions and loan conversion completed would typically appear in a later Companies House filing, such as an SH01 return of allotments, or in the company's next confirmation statement. Confirmation that the secondary transfers completed would not necessarily appear at Companies House at all; that would require an updated register of members, which Ryft holds privately, or other transaction-closing evidence. Readers who want the primary source can check Ryft Pay Ltd's filing history directly on the Companies House register, bearing in mind that Companies House does not verify the accuracy of what companies file. Any decision on Ryft's Malta payment-services licence application, when published by the Malta Financial Services Authority, would also clarify the company's regulatory footprint outside the UK.