SCHEDULE: James Comer Discloses 31.7% Stake in RTB Digital

Chairman James Comer reports a 31.7% beneficial ownership in RTB Digital following the completion of a strategic merger.

Summary

• James Lamar Walton Comer has filed a Schedule 13D disclosing beneficial ownership of 4,504,276 shares of RTB Digital, Inc. common stock.
• This ownership represents approximately 31.7% of the company's outstanding shares.
• The stake was acquired primarily through a business combination between RYVYL Inc. (now RTB Digital, Inc.) and Legacy RTB, which closed on May 12, 2026.
• The reporting person holds these shares through entities including Media Innovation Fund I LLC and Comer Trading, LLC.
• The holdings include 3,780,985 shares held directly and 723,291 shares issuable upon the exercise of warrants and stock options exercisable within 60 days.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral, routine regulatory disclosure confirming the post-merger ownership structure and the Chairman's continued involvement.

Positives

• The reporting person is the Chairman and a member of the Board of Directors, indicating strong alignment between leadership and shareholder interests.
• The merger successfully closed, integrating Legacy RTB into the public entity.
• A 12-month lock-up period for insiders and large shareholders provides stability for the post-merger equity structure.

Negatives

• Significant concentration of ownership (31.7%) in the hands of a single insider may limit the influence of minority shareholders.
• The company is subject to a complex capital structure involving warrants and convertible notes that could lead to future dilution.

Risks

• The reporting person reserves the right to dispose of securities, which could create downward pressure on the stock price if a large sale occurs.
• Future business prospects and general economic conditions remain variables that could impact the value of the investment.
• The company's reliance on the successful integration of the merger remains a key operational risk.

Future Outlook

The reporting person intends to continuously review his investment and may acquire additional securities, dispose of existing holdings, or take other actions based on the company's business prospects and market conditions.

Management Comments

• The reporting person reserves the right to change his intention with respect to his investment in the Issuer.
• The reporting person may have influence over corporate activities in his capacity as Chairman and Board member.

Industry Context

StockSavvy.ai notes that this filing reflects the consolidation phase of a reverse merger or business combination, a common strategy for private technology firms to access public capital markets. The 31.7% stake is typical for a founder or key executive post-merger, signaling long-term commitment despite the inherent volatility of newly combined entities.

Comparison to Industry Standards

• The 12-month lock-up period is consistent with standard market practices for SPACs and reverse mergers to prevent immediate post-listing sell-offs.
• The disclosure of beneficial ownership via Schedule 13D is a standard regulatory requirement for investors exceeding the 5% threshold.

Corporate Governance

Related Party Transactions

• The reporting person is the Chairman and Board member of the Issuer and controls the entities holding the shares.

Stakeholder Impact

• Shareholders should note the high concentration of ownership, which may affect voting outcomes.
• The lock-up agreement provides a degree of stability for retail investors.

Next Steps

• Ongoing monitoring of the reporting person's trading activity.
• Potential future filings if the reporting person's ownership changes by 1% or more.

Key Dates

Keywords

RTB Digital, Schedule 13D, James Comer, Merger, Beneficial Ownership, Insider Trading, Equity