RTB Digital, Inc.

proxy statement/prospectus filed with the SEC on January 30, 2026 (the “Prospectus”).

To the extent required by Item 3.02 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth in the “Introductory Note” above is hereby incorporated by reference into this Item 3.02.

The Company assumed certain securities of the pre-merger RTB Digital, Inc., including options, warrants and convertible debt and interest due thereon.

The Company has agreed to issue not less than an aggregate of 7,688,755 shares upon conversion of certain of the outstanding convertible debt and interest due thereon, as of the date hereof that matures in the future. Each of the holders of the convertible debt and interest is anticipated to be an accredited investor at the date of conversion, and the conversion and issuance of shares of common stock will be issued pursuant to an exemption from registration pursuant to the Securities Act of 1933, as amended, pursuant to Section 4 thereof. None of the shares have registration rights.

The Company has agreed to issue not less than an aggregate of 2,070,520 shares upon exercised of the assumed warrants. Each of the holders of the warrants is either an accredited investor or sophisticated investor, and the exercise and issuance of shares of common stock will be issued pursuant to an exemption from registration pursuant to the Securities Act of 1933, as amended, pursuant to Section 4 thereof. None of the shares have registration rights and each of the convertible debt holders have agreed to lock up the shares of common stock received on conversion for a period of 12 months.

The Company has agreed to issue not less than an aggregate of 3,385,409 shares upon exercise of the assumed options and other equity awards. The Company plans to register the shares underlying the associated equity award plan for issuance of the shares of common stock. If any of the options or equity awards are exercised before the registration of the common stock, then they will be issued on a private placement basis, pursuant to an exemption from registration pursuant to the Securities Act of 1933, as amended, pursuant to Section 4 thereof.

To the extent required by Item 5.01 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth in the “Introductory Note” above is hereby incorporated by reference into this Item 5.01.

In accordance with the terms of the Merger Agreement, each of the directors of the Company who would not be continuing as a director after the completion of the Merger resigned from the Board of Directors of the Company (the “Board”) and any respective committees of the Board to which they belonged as of the closing of the Merger. In connection with the Merger, the size of the Board post-Merger was changed to seven members, and the Board was reconstituted as follows:

Mr. Fletcher was appointed to the Board of the pre-merger company in March 2026, as an independent director and a member of the