Rumble Inc SEC Filings

Rumble Inc. filed an Amendment No. 1 to its Form 8-K to attach copies of agreements previously referenced. The exhibits include a Business Combination Agreement with Northern Data AG and multiple agreements with Tether Investments, S.A. de C.V., such as Transaction Support Agreements, an A&R Registration Rights Agreement, Equity Commitment Agreements, a Tether Customer Agreement, a Tether Marketing Agreement, and a Sale and Transfer and Amendment and Restatement Agreement. The company stated the original 8-K otherwise remains unchanged.

Rumble Inc. filed an 8‑K/A to provide copies of agreements referenced in its November 10, 2025 report. The amendment attaches exhibits for a Business Combination Agreement with Northern Data AG and several related agreements with Tether Investments, S.A. de C.V., ART Holding GmbH, Aroosh Thillainathan, and Apeiron Investment Group, including transaction support, equity commitment, registration rights, marketing, and sale/transfer agreements. Other than these exhibits, the original 8‑K remains unchanged.

Rumble Inc. outlined a transformative plan anchored by an exchange offer for Northern Data AG, positioning the company as an AI infrastructure player with hard assets. Management said the combination adds over 22,000 GPUs and nine data centers (four owned), expanding reach across Europe and the U.S.

Rumble also announced two commercial agreements with Tether: a $150 million GPU purchase agreement at $75 million per year for two years following closing, and a $100 million advertising commitment at $50 million per year for two years tied to the Rumble Wallet. Management indicated closing is anticipated in the first half of 2026, after which the GPU agreement would commence.

On platform developments, Rumble plans to expand the non-custodial Rumble Wallet to a larger cohort in the coming weeks and open it to the entire user base by mid-December, initially focused on tipping. As context, Rumble cited 47 million monthly active users and an advertising stack handling over a billion ad requests per day.

Rumble Inc. announced a business combination agreement with Northern Data AG, centered on a voluntary public exchange offer. Each Northern Data share tendered would be exchanged for 2.0281 Rumble Class A shares, subject to customary conditions and approvals. The offer also includes a potential cash component of up to $200 million, payable only if a specified asset sale/commercialization milestone related to Northern Data’s Corpus Christi location is achieved.

Closing conditions include BaFin’s approved prospectus remaining effective, required regulatory clearances, SEC effectiveness of a Form S‑4, NASDAQ listing of the offer shares, and no blocking orders, with a Drop Dead Date of December 31, 2026. Concurrently, Rumble signed support agreements to buy 41,887,776 Northern Data shares from Tether at the same exchange ratio, with a 9.9% voting cap managed via pre‑funded warrants and a six‑month lock‑up. Related commercial agreements contemplate up to $75 million per year in GPU services over two years and up to $50 million per year in advertising over two years. The parties also addressed Northern Data tax exposures via equity commitments of up to $200 million pre‑closing and up to $200 million for 18 months post‑closing.

Rumble Inc. entered a Business Combination Agreement with Northern Data AG to launch a voluntary exchange offer. Each Northern Data share may be exchanged for 2.0281 Rumble Class A shares, subject to customary conditions, regulatory clearances, SEC effectiveness of a Form S‑4, and Nasdaq listing of the offer shares. A contingent cash element of up to $200 million may be paid to tendering Northern Data holders if a specified asset transaction is completed before closing.

Concurrent support deals include Tether’s agreement to sell 41,887,776 Northern Data shares to Rumble at the same ratio, with a 9.9% voting cap managed via pre‑funded warrants and a six‑month lock‑up. Rumble and Tether also signed commercial frameworks: a GPU services agreement of up to $75 million per year for two years after closing and a marketing agreement of up to $50 million per year over an initial two‑year term. Equity commitments provide up to $200 million pre‑closing taxes and up to $200 million for up to 18 months post‑closing. A €603,000,000 loan receivable will be transferred to a new Rumble subsidiary; 50% will convert into Rumble shares at $7.88 per share equivalent and 50% will become a new loan, with an exchange option one year after closing. The regulatory “Drop Dead Date” is December 31, 2026.

Rumble Inc. entered into a business combination agreement with Northern Data AG tied to a tender offer for 100% of Northern Data’s shares. Each Northern Data share is proposed to be exchanged for 2.0281 newly issued Rumble Class A shares, with a potential additional cash payment of up to USD 200 million contingent on a successful sale and commercialization of Northern Data’s former Corpus Christi site before closing.

The agreements include, conditioned on closing, a customer agreement with Tether of up to USD 150 million for GPU leasing over two years and a commitment to fund up to USD 200 million of potential tax liabilities in cooperation with Rumble. Rumble will acquire Northern Data’s approx. EUR 610 million shareholder loan from Tether; Tether will receive 50% of the balance in Rumble Class A stock at USD 7.88 per share and 50% as a new secured loan. There is no minimum acceptance rate, and holders representing about 72% of shares agreed to support the deal. Launch and closing are expected in Q2 2026, subject to conditions and approvals.

Rumble Inc. reported third‑quarter 2025 results. Revenue was $24.8 million, roughly flat year over year, while the net loss narrowed to $16.3 million from $31.5 million a year ago. Operating loss improved as cost of services fell, driven by lower programming and content spend. Interest income and a gain on warrant remeasurement also supported results.

Cash and cash equivalents were $269.8 million as of September 30, 2025. Year‑to‑date revenue reached $73.6 million, up 13%. Average monthly active users were 47 million in Q3 under GA4, and ARPU was $0.45.

During 2025, Rumble closed a $775 million strategic investment from Tether by issuing 103,333,333 Class A shares at $7.50 per share and completed a tender offer repurchasing 70,000,000 shares for $525 million. The company also invested in bitcoin (210.82 units; fair value $24.0 million at quarter‑end). Subsequent to quarter‑end, Rumble signed a business combination agreement with Northern Data and announced a $100 million advertising commitment from Tether, plus up to $150 million in GPU services purchases following the exchange offer closing.

Rumble Inc. furnished its financial results for the quarter ended September 30, 2025 and announced it has signed a business combination agreement with Northern Data AG, a company focused on AI and high‑performance computing infrastructure.

Subject to the agreement’s terms and conditions, Rumble will submit a voluntary public exchange offer to Northern Data shareholders. When launched, the offer will be made pursuant to a Registration Statement on Form S‑4 with a related information statement and other relevant documents to be filed with the SEC.

Rumble also made available an investor presentation and multiple press releases, all furnished as exhibits. Information under Items 2.02 and 7.01, including exhibits, is furnished and not deemed filed.

Rumble Inc. reported two updates. First, it furnished a press release with financial results for the quarter ended September 30, 2025, under Item 2.02. The materials are furnished, not filed, which limits their legal status under the Exchange Act.

Separately, under Item 7.01, Rumble announced it signed a business combination agreement with Northern Data AG, a leader in AI and high‑performance computing infrastructure. Subject to the agreement’s terms and conditions, Rumble plans to launch a voluntary public exchange offer to all Northern Data shareholders, to be made pursuant to a Registration Statement on Form S‑4. Rumble also furnished a press release and an investor presentation related to the proposed transaction. Additional press releases were furnished, and investors are directed to Rumble’s IR site and designated social channels for disclosures.