RTB Digital CFO discloses indirect share holdings
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Form Type
3
Rhea-AI Filing Summary
RTB Digital, Inc. director and Chief Financial Officer Alykhan Madhavji filed an initial Form 3 reporting indirect holdings in the company’s common stock and related derivatives through affiliated entities BFF II Pte Ltd. and BFF Ltd.
The filing shows BFF II Pte Ltd. holding 1,361,825 shares of common stock and a warrant exercisable for 93,197 shares, while BFF Ltd. holds 87,529 shares and stock options covering additional shares. Mr. Madhavji may be deemed to have indirect beneficial ownership through these entities but disclaims beneficial ownership except to the extent of any pecuniary interest.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Madhavji Alykhan
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Options | -- | -- | -- |
| holding | Stock Options | -- | -- | -- |
| holding | Warrant to purchase common stock | -- | -- | -- |
| holding | Common stock, par value $0.001 | -- | -- | -- |
| holding | Common stock, par value $0.001 | -- | -- | -- |
Holdings After Transaction:
Stock Options — 328,232 contracts (Indirect, BFF Ltd.);
Warrant to purchase common stock — 93,197 contracts (Indirect, BFF II Pte. Ltd.);
Common stock, par value $0.001 — 87,529 shares (Indirect, By BFF Ltd.);
Common stock, par value $0.001 — 1,361,825 shares (Indirect, By BFF II Pte Ltd.)
Footnotes (5)
- F1. BFF 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.
- F2. The 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.
- F3. 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. 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.
- F4. 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. 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.
- F5. Represents 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.
Key Figures
Indirect common shares via BFF II Pte Ltd.: 1,361,825 shares
Indirect common shares via BFF Ltd.: 87,529 shares
Common stock purchase warrant: 93,197 underlying shares
+4 more
7 metrics
Indirect common shares via BFF II Pte Ltd.
1,361,825 shares
Common Stock, par value $0.001, held indirectly
Indirect common shares via BFF Ltd.
87,529 shares
Common Stock, par value $0.001, held indirectly
Common stock purchase warrant
93,197 underlying shares
Warrant exercisable for up to 93,197 shares
Warrant exercise price
$4.2900 per share
Exercise price for warrant to purchase common stock
Warrant expiration
September 24, 2026
Expiration date of common stock purchase warrant
Stock options tranche 1
145,881 underlying shares at $1.8900
Options on common stock held indirectly via BFF Ltd.
Stock options tranche 2
182,351 underlying shares at $1.8900
Options on common stock held indirectly via BFF Ltd.
Key Terms
beneficial ownership, common stock purchase warrant, Securities Purchase Agreement, stock option, +1 more
5 terms
beneficial ownership financial
"he may be deemed to have beneficial ownership over BFF Ltd.'s entire holding"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
common stock purchase warrant financial
"Represents a common stock purchase warrant issued pursuant to the RTB Digital, Inc. Securities Purchase Agreement"
A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.
Securities Purchase Agreement financial
"issued pursuant to the RTB Digital, Inc. Securities Purchase Agreement dated September 24, 2025"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
stock option financial
"Represents a stock option originally granted by RTB Digital, Inc. on August 12, 2025"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
business combination financial
"assumed by the Issuer in connection with the business combination between the Issuer and RTB Digital, Inc."
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does RTB Digital (RTB) CFO Alykhan Madhavji report on this Form 3?
He reports indirect holdings of RTB Digital common stock and derivatives through BFF II Pte Ltd. and BFF Ltd. These include common shares, stock options, and a warrant, reflecting his initial beneficial ownership position as a director and Chief Financial Officer.
What stock options tied to RTB Digital common stock are reported?
The filing reports stock options, originally granted by RTB Digital, that were assumed in a business combination. These options cover specified underlying shares, keep substantially the same terms and exercise price, and continue vesting subject to Mr. Madhavji’s continued service.
Does the RTB Digital CFO have direct or indirect ownership of these securities?
The securities are held indirectly through BFF II Pte Ltd. and BFF Ltd., entities associated with Mr. Madhavji. He may be deemed an indirect beneficial owner but disclaims beneficial ownership except for any actual pecuniary interest he holds.
AI-generated analysis. How Rhea-AI works. Not financial advice.
