SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 05/21/2026 | 3. Issuer Name and Ticker or Trading Symbol
RTB Digital, Inc. [ RTB ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common stock, par value $0.001 | 26,524 | D | |
| Common stock, par value $0.001 | 179,373 | I | By 210K Capital, LP(1) |
| Common stock, par value $0.001 | 213,075 | I | By BTC, Inc.(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options(3) | 08/12/2028 | 08/12/2035 | Common Stock, par value $0.001 | 72,941 | $1.89 | D | |
| Warrant to purchase common stock(4) | 09/24/2026 | 03/06/2027 | Common Stock, par value $0.001 | 35,875 | $11.15 | I | By 210K Capital, LP |
| Explanation of Responses: |
| 1. As general partner and a controlling person of 210K Capital, LP., Mr. Bailey has influence over 210K Capital, LP's entire holding of 179,373 shares of Common Stock, and therefore, has beneficial ownership. Mr. Bailey disclaims beneficial ownership except to the extent of his pecuniary interests. |
| 2. As president and a controlling person of BTC Inc., Mr. Bailey has influence over BTC Inc.'s entire holding of 213,075 shares of Common Stock, and therefore, has beneficial ownership. Mr. Bailey disclaims beneficial ownership except to the extent of his pecuniary interests. |
| 3. Represents a stock option originally granted by RTB Digital, Inc. on August 12, 2025, which was assumed by the Issuer in connection with the business combination between the Issuer and RTB Digital, Inc. Following the transaction, the option became exercisable for shares of the Issuer's common stock on substantially the same terms as in effect immediately prior to the transaction, with appropriate adjustments to the number of underlying shares and exercise price, and continues to vest in accordance with its original vesting schedule, subject to the Reporting Person's continued service with the Issuer. |
| 4. Represents a common stock purchase warrant issued pursuant to the RTB Digital, Inc. Securities Purchase Agreement dated March 6, 2026, which became exercisable upon the closing of the business combination between the Issuer and RTB Digital, Inc. and is exercisable for up to 35,875 shares of the Issuer's common stock for twelve months following such closing, subject to adjustments as provided therein. The Reporting Person is a control person of 210k Capital, LP and deemed to beneficially own the securities held by 210k Capital, LP; the Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| /s/ David Bailey | 06/01/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||