SEC Form 3 · accession 0001185185-26-002612
RTB Digital, Inc. · RTB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alykhan Madhavji
Officer — Chief Financial Officer · Director · 10% Owner
Period of report
May 21, 2026
Accepted (ET)
Jun 22, 2026 · 6:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001419275
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.001F1 | holding | — | — | — | 87,529 | I | By BFF Ltd. | |
| Common stock, par value $0.001F2 | holding | — | — | — | 1,361,825 | I | By BFF II Pte Ltd. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF3 | $1.89 | holding | — | — | — | Aug 12, 2028 | Aug 12, 2035 | Common Stock, par value $0.001 | 182,351 | — | I |
| Stock OptionsF4 | $1.89 | holding | — | — | — | Sep 12, 2025 | Aug 12, 2035 | Common Stock, par value $0.001 | 145,881 | — | I |
| Warrant to purchase common stockF5 | $4.29 | holding | — | — | — | Sep 24, 2026 | Sep 24, 2026 | Common Stock, par value $0.001 | 93,197 | — | I |
Explanation of responses
- F1BFF Ltd. Is a controlled entity under common control with Mr. Madhavji and, as such, he may be deemed to have beneficial ownership over BFF Ltd.'s entire holding of 87,529 shares of Common Stock. Mr. Madhavji disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any.
- F2The reported securities are directly held by BFF II Pte. Ltd.. Mr. Madhavji serves as a director and authorized signatory of BFF II Pte. Ltd. In such capacity, he may be deemed to have indirect beneficial ownership of the 1,361,825 shares of Common Stock held by BFF II Pte. Ltd.. Mr. Madhavji disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any.
- F3Represents 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. The Reporting Person's interest in this option is held indirectly through BFF Ltd., a controlled entity under common control with Mr. Madhavji, and, as such, he may be deemed to have beneficial ownership over BFF Ltd.'s interest in this stock option. 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. Mr. Madhavji disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any.
- F4Represents 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. The Reporting Person's interest in this option is held indirectly through BFF Ltd., a controlled entity under common control with Mr. Madhavji, and, as such, he may be deemed to have beneficial ownership over BFF Ltd.'s interest in this stock option. 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. Mr. Madhavji disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any.
- F5Represents a common stock purchase warrant issued pursuant to the RTB Digital, Inc. Securities Purchase Agreement dated September 24, 2025, which became exercisable upon the closing of the business combination between the Issuer. and RTB Digital, Inc. and is exercisable for up to 93,197 shares of the Issuer's common stock for twelve months following such closing, subject to adjustments as provided therein. Mr. Madhavji disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any.