RTB Digital Amends Merger Filing to Include Full Financial Statements From Completed RTB Acquisition

Merger Completion and Amended Filing Details

RTB Digital, Inc. filed Amendment No. 2 to its original merger report on July 27, 2026, more than two months after the acquisition closed. The company's wholly owned subsidiary, RYVYL Merger Sub Inc., completed the acquisition of RTB Digital, Inc., a Delaware corporation, on May 12, 2026. The original disclosure was filed on May 13, 2026, followed by Amendment No. 1 on the same date to include the Certificate of Merger. This latest amendment provides significantly expanded financial documentation to give investors a complete picture of the acquired company's financial performance.

The amendment updates Items 9.01(a) and 9.01(b) of the original filing, bringing together all material financial statements and pro forma information in a single comprehensive disclosure. This approach allows investors to review the historical performance of RTB Digital before the merger and understand the combined entity's pro forma financial position post-acquisition. The filing does not amend any other items in the original report and does not provide updates on developments subsequent to the May 13, 2026, filing date of the original merger report.

Audited Financial Statements of the Acquired Company

The filing includes audited financial statements for RTB Digital covering the fiscal years ended December 31, 2025, and December 31, 2024. These statements were prepared by RBSM LLP, the company's independent registered public accounting firm, and provide a complete accounting of RTB Digital's financial condition, results of operations, and cash flows for the two-year period preceding the acquisition. The audited statements represent the most recent full-year financial information available for the acquired entity at the time of closing.

In addition to the balance sheets and income statements, the audited financial statements include comprehensive notes explaining significant accounting policies, material transactions, and other financial details necessary for investors to understand RTB Digital's business performance before integration with RTB Digital, Inc. The inclusion of comparative audited statements for two consecutive years allows investors to assess trends in revenue, profitability, and financial position leading up to the merger announcement and completion.

Interim Financial Performance Through First Quarter 2026

RTB Digital provided unaudited condensed financial statements for the three months ended March 31, 2026, and the corresponding period in 2025. These interim statements offer insight into the company's financial performance in the most recent quarter available at the time of the amendment filing. The inclusion of year-over-year quarter comparisons enables investors to analyze trends in RTB Digital's operating results and financial condition during the months immediately preceding and following the merger completion.

The unaudited nature of these interim financial statements reflects standard practice for quarterly reporting, where companies typically file unaudited condensed statements rather than fully audited results. The statements provide a current snapshot of RTB Digital's financial position as of March 31, 2026, and operating results for the first three months of 2026, which is particularly relevant for understanding the company's performance trajectory shortly after the acquisition was finalized.

Pro Forma Combined Financial Information Disclosed

The amendment includes unaudited pro forma condensed combined financial statements reflecting the acquisition of RTB Digital by RTB Digital, Inc. This pro forma information shows what the combined entity's financial position and results would have looked like had the two companies been operating as a single entity. The pro forma balance sheet is presented as of March 31, 2026, providing a snapshot of the combined company's assets, liabilities, and shareholders' equity immediately after the merger.

Pro forma statements of operations are included for two periods: the full year ended December 31, 2025, and the three months ended March 31, 2026. These statements help investors understand the combined revenue, operating expenses, and profitability of the merged entity for these periods, as if the acquisition had occurred at the beginning of 2025. The pro forma information is designed to give market participants a clearer view of the scale and financial characteristics of the company following integration of the acquired operations.

Corporate Structure and Merger Mechanics

The acquisition was executed through RTB Digital, Inc.'s wholly owned subsidiary, RYVYL Merger Sub Inc., which acquired RTB Digital, Inc., a Delaware corporation. This merger structure is a common approach for acquisitions, allowing the acquiring company to establish a temporary merger vehicle that facilitates the transaction while preserving the acquiring company's existing corporate structure and operations. The Certificate of Merger between RYVYL Merger Sub and RTB was filed on May 12, 2026, the same date the merger closed.

RTB Digital, Inc., the acquiring company, is incorporated in Nevada and maintains its principal executive offices in Seattle, Washington. The company's common stock trades on the NASDAQ Capital Market under the ticker symbol RTB. The merger combines RTB Digital, Inc.'s existing operations with those of the acquired RTB Digital, Inc., creating a combined entity with operations spanning both entities' business lines and customer bases.

Accounting Firm Validation and Professional Standards

The audited financial statements included in the filing were examined and reported on by RBSM LLP, RTB Digital's independent registered public accounting firm. The firm's consent to the use of its audit report in securities filings is included as an exhibit to the amendment, confirming the accounting firm's approval of the filing of its report in this disclosure document. The involvement of an independent registered public accounting firm adds credibility to the financial statements and assures investors that the financial information has been subject to professional audit scrutiny.

By requiring audited financial statements prepared in accordance with generally accepted accounting principles and examined by independent auditors, the Securities and Exchange Commission ensures that investors receive reliable financial information about acquired companies. The professional standards applied by RBSM LLP provide investors with confidence that the financial statements present RTB Digital's financial condition and results of operations in accordance with applicable accounting rules and standards.

Historical Context of the Original Merger Announcement

The acquisition of RTB Digital, Inc. by RTB Digital, Inc. represents a significant corporate transaction that was originally reported to the market on May 13, 2026, through the filing of the initial merger report. The fact that this amendment was filed approximately 2.5 months after the original disclosure reflects the time required to compile, audit, and prepare comprehensive financial statements for regulatory filing. The staggered amendment approach allows companies to meet regulatory deadlines while ensuring all financial documentation is thorough and accurate.

The May 12, 2026, closing date represents the effective date when the acquisition became final and RTB Digital's operations were fully integrated under RTB Digital, Inc.'s ownership structure. The subsequent filing dates—May 13 for the original report, May 13 for Amendment No. 1, and July 27 for Amendment No. 2—show the progression of disclosure as additional required documentation was completed and ready for public filing with the Securities and Exchange Commission.

Investor Considerations and Financial Transparency

The comprehensive nature of this amended filing demonstrates RTB Digital's commitment to providing investors with detailed financial information regarding the acquired company. By including audited statements covering two full years, unaudited interim statements for the current year, and pro forma combined financial information, the company enables investors to conduct thorough due diligence and analysis of the transaction's financial implications. This level of disclosure goes beyond minimum regulatory requirements and signals transparency to the investment community.

Investors analyzing this filing should review the audited and unaudited financial statements to understand RTB Digital's historical profitability, revenue trends, balance sheet strength, and cash flow generation. The pro forma information provides context for assessing the combined entity's financial profile and potential synergies or challenges resulting from the integration. The notes to the financial statements offer detailed explanations of significant accounting matters and transaction-related items that may be material to investors' investment decisions.

Filing Status and Document References

The amendment filing identifies all exhibits included in the disclosure, with specific attention to the financial statements and pro forma information. Exhibit 99.1 contains the audited financial statements of RTB for the years ended December 31, 2025, and 2024, along with the independent accountant's report. Exhibit 99.2 provides the unaudited condensed financial statements for the three months ended March 31, 2026 and 2025. These exhibits form the core financial disclosure elements required by the Securities and Exchange Commission for merger and acquisition transactions of this type.

Exhibit 99.3 contains the unaudited pro forma condensed combined financial statements reflecting the acquisition, including the consolidated balance sheet as of March 31, 2026, and combined statements of operations for the specified periods. Exhibit 23.1 contains the consent of RBSM LLP to the inclusion of its audit report in securities filings. Exhibit 104 contains the cover page interactive data file embedded within the inline XBRL document, providing machine-readable financial information for data aggregation and analysis by investors and researchers.

Regulatory Compliance and Ongoing Obligations

The filing was signed on July 27, 2026, by James Heckman, Chief Executive Officer of RTB Digital, Inc., certifying that the information contained in the disclosure is accurate and complete. The signature and certification comply with requirements of the Securities Exchange Act of 1934, as amended, and affirm that the registrant has taken appropriate steps to ensure the accuracy and completeness of the filed information. The timely filing of this amendment demonstrates RTB Digital's compliance with Securities and Exchange Commission regulations governing merger and acquisition disclosures.

Companies completing significant acquisitions face ongoing disclosure obligations to shareholders and the investing public. The filing of comprehensive financial statements for acquired companies represents an important element of these obligations, providing market participants with the information necessary to evaluate the transaction's merits and the combined company's future prospects. RTB Digital's approach of filing multiple amendments to ensure complete financial disclosure reflects best practices in investor relations and regulatory compliance.