Initial Statement of Beneficial Ownership (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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(Print or Type Responses)

1. Name and Address of Reporting Person * Comer James Lamar Walton 2. Date of Event Requiring Statement (Month/Day/Year) 05/21/2026 3. Issuer Name and Ticker or Trading Symbol RTB Digital, Inc. [RTB] (Last) (First) (Middle) 3111 CAMINO DEL RIO NORTH, SUITE 400 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed (Month/Day/Year) (Street) SAN DIEGO, CA 92108 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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 53,048 I By Media Innovation Fund I LLC(1) Common stock, par value $0.001 3,494,888 I By Comer Trading, LLC(2) Common stock, par value $0.001 233,049 I By Comer Trading, LLC(2)

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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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 of Derivative Security: 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	I	Comer Trading, LLC
Warrant to purchase common stock(4)	09/04/2025	09/04/2026	Common Stock, par value $0.001	698,978	$4.29	I	Comer Trading, LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Comer James Lamar Walton 3111 CAMINO DEL RIO NORTH, SUITE 400 SAN DIEGO, CA 92108	X

Signatures

/s/ WaltonComer		06/15/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	As controlling member of Media Innovation Fund I LLC, Mr. Comer has influence over Media Innovation Fund I LLC's entire holding of 53,048 shares of Common Stock and deemed to be the beneficial owner. Mr. Comer disclaims beneficial ownership except to the extent of his pecuniary interest.
(2)	As controlling member of Comer Trading, LLC, Mr. Comer has influence over Comer Trading, LLC's entire holding of 3,494,888 shares of Common Stock and deemed to be the beneficial owner. Mr. Comer disclaims beneficial ownership except to the extent of his pecuniary interest.
(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. Mr. Comer disclaims beneficial ownership except to the extent of his pecuniary interest.
(4)	Represents a common stock purchase warrant originally issued by RTB Digital, Inc. on September 4, 2025, which was assumed by the Issuer in connection with the business combination between the Issuer and RTB Digital, Inc. Following the transaction, the warrant 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 is exercisable immediately and expiring on September 4, 2026. Mr. Comer disclaims beneficial ownership except to the extent of his pecuniary interest.

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