Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference into the Registration Statement Nos. 333-282703, 333-272202, 333-265699, 333-262516, 333-239108, and 333-255001 on Form S-3, and Nos. 333-285644 and 333-257288 on Form S-8 of Creative Realities, Inc. of our report dated October 8, 2025 relating to the financial statements of DDC Group International Inc. d/b/a Cineplex Digital Media, which is incorporated by reference in the Amendment No. 1 to Current Report on Form 8-K/A of Creative Realities, Inc. dated December 19, 2025.  

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants  
Toronto, Canada 

December 19, 2025 

Exhibit 99.1

DDC Group International Inc. d/b/a Cineplex Digital Media
Condensed Consolidated Balance Sheets
(Unaudited)

(expressed in thousands of Canadian dollars)

DDC Group International Inc. d/b/a Cineplex Digital Media
Condensed Consolidated Balance Sheets...continued
(Unaudited)

(expressed in thousands of Canadian dollars)

DDC Group International Inc. d/b/a Cineplex Digital Media
Condensed Consolidated Statements of Operations 
For the nine months ended September 30, 2025 and 2024
(Unaudited)

(expressed in thousands of Canadian dollars, except per share amounts)

DDC Group International Inc. d/b/a Cineplex Digital Media
Condensed Consolidated Statements of Comprehensive Income (Loss)
For the nine months ended September 30, 2025 and 2024
(Unaudited)

(expressed in thousands of Canadian dollars)

DDC Group International Inc. d/b/a Cineplex Digital Media
Condensed Consolidated Statements of Changes in Equity
For the nine months ended September 30, 2025 and 2024
(Unaudited)

(expressed in thousands of Canadian dollars)

DDC Group International Inc. d/b/a Cineplex Digital Media
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2025 and 2024
(Unaudited)

(expressed in thousands of Canadian dollars)

(expressed in thousands of Canadian dollars, except per share amounts)

1. General information

DDC Group International Inc. (“DDC”) is an Ontario, Canada corporation and a wholly owned subsidiary of Cineplex Entertainment Limited Partnership (“CELP”). DDC serves as the holding company for Cineplex Digital Media Inc. and Cineplex Digital Media US Inc. (collectively "CDM"), which together operate as a leading provider of digital signage and digital place-based media solutions across North America. CDM is headquartered at 137 Northfield Drive West, Waterloo, Ontario, N2L 5A6.

2. Right-of-use-assets

The following tables present right-of-use assets for CDM for the nine months ended September 30, 2025 and 2024:

(expressed in thousands of Canadian dollars, except per share amounts)

3. Deferred income taxes

Based on substantively enacted corporate tax rates, expected timing of reversals and expected taxable income allocation to various tax jurisdictions, deferred income taxes are as follows:

At December 31, 2020 the recoverability of the net deferred income tax assets was uncertain and accordingly the net deferred tax assets were derecognized. During the second quarter of 2023, Cineplex Digital Media assessed the recoverability of net deferred income tax assets and determined that the expected return to profitability provided a reasonable expectation that previously derecognized net deferred income tax assets will be utilized to offset future periods of taxable income, resulting in income tax recovery of approximately $8,923 in the second quarter of 2023.

Cineplex Digital Media’s combined statutory income tax rate at September 30, 2025 was 26.5% (2024 - 26.6%).

(expressed in thousands of Canadian dollars, except per share amounts)

4. Lease obligations

The following table presents lease obligations for CDM for the nine months ended September 30, 2025 and 2024:

(expressed in thousands of Canadian dollars, except per share amounts)

5. Revenue

The following tables disclose the changes in deferred revenue and other for the nine months ended September 30, 2025 and 2024:

The following tables provide the disaggregation of revenue into categories by nature for the nine months ended September 30, 2025 and 2024:

(expressed in thousands of Canadian dollars, except per share amounts)

6. Other costs

7. Earnings (loss) per share

Basic

Basic earnings (loss) per share is calculated by dividing the net loss by the weighted average number of shares outstanding during the period.

(expressed in thousands of Canadian dollars, except per share amounts)

8. Related party transactions

CDM earns revenue from the sale of advertising by its parent company, Cineplex Entertainment LP, on CDM's digital signage network. These transactions are conducted in the normal course of operations and are measured at market-based exchange amounts. A portion of CDM’s trade and other receivables, relates to amounts due from Cineplex, and revenue for digital out of home as shown below:

Nine months ended as of September 30, 2025

Nine months ended as of September 30, 2024

9. Changes in operating assets and liabilities

The following summarizes the changes in operating assets and liabilities:

Property, equipment and leasehold purchases included in accounts payable and accrued liabilities as at September 30, 2025 are $326 (2024 - $364).

(expressed in thousands of Canadian dollars, except per share amounts)

10. Basis of presentation and accounting standards

Basis of preparation and measurement

CDM prepares its unaudited interim condensed consolidated financial statements in accordance with IFRS Accounting Standards applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting. The preparation of consolidated financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires that management exercise judgment in applying CDM’s accounting policies. The disclosures contained in these unaudited interim condensed consolidated financial statements do not contain all requirements of IFRS Accounting Standards for annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024. These unaudited interim condensed consolidated financial statements follow the same accounting policies and methods of application as the audited financial statements for the year ended December 31, 2024, with the exception of accounting standards issued since December 31, 2024.

11. Subsequent events

On October 16, 2025, CELP announced it had entered into a definitive purchase agreement to sell 100% of the issued and outstanding shares of DDC Group International Inc., which operates the digital place-based media division through CDM. The CDM Sale Transaction is expected to close in the fourth quarter of 2025, subject to regulatory approvals and customary closing conditions, for cash proceeds of $70.0 million subject to customary post-closing adjustments.

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On October 15, 2025, Creative Realities Inc. (the “Company” or “CRI”) entered into a Share Purchase Agreement (the “Share Purchase Agreement” or the “Acquisition”) with its wholly-owned subsidiary, 1001372953 Ontario Inc., an Ontario corporation (“Buyer”) and Cineplex Entertainment Limited Partnership, a Manitoba limited partnership (“Cineplex”) to acquire 100% of the issued and outstanding common shares (12,742 common shares) of DDC Group International, Inc., an Ontario corporation and wholly owned subsidiary of Cineplex (“DDC”). No other equity shares of DDC existed other than the common shares. DDC is the parent company of its wholly owned subsidiary, Cineplex Digital Media Inc., an Ontario corporation (“CDM”), and CDM’s wholly owned subsidiary, Cineplex Digital Media U.S. Inc., a Delaware corporation (“CDMUS”). Herein DDC, CDM and CDMUS are collectively referred to as the “CDM Business,” and such acquisition is referred to as the “CDM Acquisition.” All amounts presented are presented in thousands except for per share data.

The Share Purchase Agreement defines the total purchase price to be paid in exchange for all of the issued and outstanding common shares of DDC as CAD$70,000, subject to customary purchase price adjustments based on working capital, closing cash, transaction expenses, and CDM Business closing indebtedness and planned capital expenditures (the “Purchase Price”). The Share Purchase Agreement contains customary and negotiated representations, warranties, covenants, and indemnification provisions. The Share Purchase Agreement also contains closing conditions requiring that the Company obtain equity and debt financing sufficient to pay the Purchase Price (see below sections called Offering and Debt Financing), that the CDM Acquisition receive regulatory approval pursuant to Canada's Competition Act, and other customary conditions. Prior to consummation of the transaction, regulatory approval pursuant to Canada’s Competition Act was obtained.

On November 7, 2025, the parties consummated the transactions contemplated by the Share Purchase Agreement. At the closing of the CDM Acquisition, the Company (indirectly through Buyer) acquired ownership of all of the issued and outstanding common shares of DDC in exchange for the Purchase Price (on November 7, 2025, the Canadian Dollar (“CAD”) 70,000 equivalent in United States Dollar (“USD”) was approximately USD $50,400). After the estimated purchase price adjustments, the net amount paid to Cineplex in exchange for the shares of DDC was approximately USD$43,302.

Offering

On October 15, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement” or the “Offering”) with certain accredited investors, the lead investor being North Run Strategic Opportunities Fund I, LP (“North Run”), (collectively, the “Investors”), pursuant to which the Company agreed to sell to the Investors in a private placement, for an aggregate gross purchase price of USD$30,000, an aggregate of 30,000 shares of a newly established series of preferred stock designated as Series A Convertible Preferred Stock (the “Preferred Shares”). The Preferred Shares have a stated value of USD$1,000 per share and are initially convertible into 10,000 shares of the Company’s common stock, par value USD$0.01 per share. Conversion of the Preferred Shares into common stock is subject to certain limitations based on (1) a number not to exceed 19.99% of the issued and outstanding common stock for any particular holder and (2) a total number of shares authorized to be converted. This sale of Preferred Shares is described herein as the “Offering.” The Offering closed on November 6, 2025. The Company used the net proceeds of the Offering to pay a portion of the Purchase Price for the CDM Acquisition, which closed the next day on November 7, 2025.

Debt Financing

On November 6, 2025, the Company and certain of its subsidiaries (collectively, the “Borrowers”), entered into a Credit Agreement (the “Credit Agreement”) with certain lenders (the “Lenders”), and First Merchants Bank, an Indiana bank, as Agent for the Lenders (“Agent”). The Credit Agreement amends and restates in its entirety the existing credit agreement with Agent dated as of May 23, 2024, as amended. The Credit Agreement provides the Borrowers with a USD$36,000 term loan (the “Term Loan”) and a USD$22,500 revolving credit facility (the “Revolver”), subject to the terms and conditions set forth in the Credit Agreement. The Company used the proceeds from the Term Loan of USD$36,000 and a portion of the proceeds from the Revolver (approximately USD$831) to finance the remaining portion of the purchase price for the CDM Acquisition, pay the Company’s costs related to these transactions (the CDM Acquisition, the Offering and the Debt Financing), and also repay amounts owed under the existing credit agreement. Collectively, the CDM Acquisition, the Offering and the Debt Financing are referred to as the “Transactions”.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the Transactions (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”).

Transaction Accounting Adjustments have been presented in three separate columns representing the adjustments associated with the Offering, the Debt Financing, and the CDM Acquisition. The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information does not reflect future events that may occur after the Transactions. The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of a true picture of the financial position and the results of operations of the combined companies following the completion of the Transactions. The pro forma adjustments are subject to material change and are based upon currently available information and certain assumptions that the Company believes are reasonable.

The unaudited pro forma condensed combined statements of income for the year ended December 31, 2024 and for the nine months ended September 30, 2025 are presented as if the Transactions had been completed on January 1, 2024. The unaudited pro forma condensed combined balance sheet as of September 30, 2025 is presented as Transactions had been completed on September 30, 2025.

The unaudited pro forma condensed consolidated financial information has been derived from and should be read together with the following:

The unaudited pro forma condensed combined financial statements reflect the following adjustments, which include the Transaction Accounting Adjustments:

The estimated adjustments related to the CDM Acquisition have been prepared using the acquisition method of accounting in accordance with U.S. GAAP. CRI has been identified as the acquirer for accounting purposes, due to CRI obtaining control over the CDM Business by paying the Purchase Price in cash and organizing the Offering and Debt Financing in order to fund the CDM Acquisition. Thus, CRI will account for the Merger as a business combination in accordance ASC 805, Business Combinations. The total purchase price will be allocated to the acquired tangible and intangible assets and assumed liabilities based on their respective fair values. The fair values of the acquired assets and assumed liabilities of the CDM Business have been measured based on various preliminary estimates using assumptions that CRI management believes are reasonable and based on currently available information. Accordingly, the pro forma adjustments related to the CDM Acquisition are preliminary and have been made solely for the purpose of preparing the unaudited pro forma condensed combined financial statements. The final purchase accounting could be materially different from the preliminary estimates used to prepare the accompanying unaudited pro forma condensed combined financial statements which could have a material impact on the combined company’s future results of operations and financial position.

The unaudited pro forma condensed combined financial statements have been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial statements. The pro forma adjustments reflect the Transaction Accounting Adjustments related to the Transactions, which are discussed in further detail below. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not purport to represent the combined company’s consolidated results of operations or consolidated financial position that would actually have occurred had the Transactions been consummated on the dates assumed or to project the combined company’s consolidated results of operations or consolidated financial position for any future date or period.

The accounting policies followed in preparing the unaudited pro forma condensed combined financial statements are those used by CRI as set forth in CRI’s audited historical consolidated financial statements. As noted above, CRI has performed a preliminary evaluation of the pro forma impact of converting the CDM Business’s historical consolidated financial statements from IFRS to U.S. GAAP, and aligning them with those of the Company. A more comprehensive comparison and assessment will occur, which may result in additional differences identified. Additionally, CRI has reclassified certain items within the CDM Business’s historical consolidated financial statements for consistency in the financial statement presentation. These reclassifications have no effect on the previously reported total assets, total liabilities and shareholders’ equity, or net loss of CRI or the CDM Business. See Notes to Unaudited Pro Forma Condensed Combined Financial Statements for more information.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the costs of any post close integration activities or synergies that may be achieved because of the Transactions or costs to achieve the synergies.

CRI and the CDM Business have not had any historical material relationship prior to the CDM Acquisition. Accordingly, no pro forma adjustments were required to eliminate activities between the companies. 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2025

(In thousands except per share amounts)

See notes to the unaudited pro forma condensed combined financial information

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(In thousands except per share amounts)

See notes to the unaudited pro forma condensed combined financial information

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

(In thousands except per share amounts)