RUM Group Inc. (RUM) SEC Filings

RUM Group Inc. (RUM) has an updated Schedule 13D/A showing that Tether Global Investments Fund, S.I.C.A.F., S.A., its subsidiary Tether Investments, S.A. de C.V., and Giancarlo Devasini collectively beneficially own 261,485,350 shares of Class A Common Stock on an as-converted basis, representing 50.3% of the class.

This position consists of 141,877,369 Class A Common shares and 119,607,981 Pre-Funded Warrants exercisable into Class A Common Stock. The ownership percentage is calculated using 276,328,597 shares outstanding, 123,690,477 shares issuable from exchangeable shares of subsidiary 1000045728 Ontario Inc., and 119,607,981 shares issuable upon warrant exercise, all as of August 6, 2026.

The amendment also discloses that under a Support Agreement, Tether Investments acquired 8,256,155 ND Shares on September 2, 2026, triggering a "Top-Up Exchange" whereby RUM is obligated to issue Pre-Funded Warrants exercisable for an additional 16,744,307 shares of Class A Common Stock, to maintain compliance with a stated Voting Limitation.

RUM Group Inc. (RUM) filed an amended report providing detailed financial information related to its June 17, 2026 acquisition of approximately 85% of NDAG AG, a provider of AI and high-performance computing infrastructure. The amendment adds Northern Data’s historical financials and unaudited pro forma consolidated statements for RUM.

On a provisional purchase-price allocation basis, the acquired business contributed fair values including $887.3 million of property and equipment, $172.5 million of intangible assets and $411.5 million of goodwill, with non‑controlling interests of $93.3 million. Pro forma revenue was $168.2 million for the six months ended June 30, 2026 and $194.3 million for 2025, but pro forma net losses were substantial at $541.4 million and $742.2 million, respectively, driven by high operating expenses, depreciation, amortization and financing‑related items. The company emphasizes these pro forma figures are illustrative and not predictive of future results.

RUM Group Inc. (RUM) reported a Board change. On August 21, 2026, director Paul Cappuccio resigned from the Board of Directors. He informed the company that he is leaving to focus on his responsibilities as Chief Legal Officer at Reddit, Inc., where he recently accepted an offer of employment commencing in September 2026. RUM Group states that his resignation is not due to any disagreement with the company regarding its operations, policies, or practices. Following his departure, the size of the Board has been reduced to five directors. RUM’s Class A common stock, par value $0.0001 per share, trades on the Nasdaq Global Market under the symbol RUM, and its redeemable warrants, exercisable at $11.50 per share, trade under the symbol RUMBW.

RUM Group Inc. (RUM) disclosed a major GPU services Commercial Agreement with a U.S.-based cloud customer tied to an equity incentive. The customer agreed to purchase GPU services at RUM’s under-development Maysville, GA site in three tranches with a total order value of approximately $13.7 billion, spread evenly, with the third tranche subject to the customer’s approval of the proposed delivery date.

In connection with this contract, RUM signed a binding Warrant Term Sheet to issue the customer a warrant to purchase up to 50,808,408 Class A shares at an exercise price of $0.01 per share, exercisable in cash only until the 10th anniversary. Half of the warrant shares vest in three 16.67% tranches as the three service tranches are purchased; the remaining 50% may vest in five 10% tranches if the parties enter into Expansion Agreements with substantial additional purchases. Unvested portions terminate upon agreement expiration, earlier termination, or material uncured payment breach by the customer.

RUM plans to enter a registration rights agreement requiring it to file a Form S-3 resale registration statement for the warrant shares within 30 days after the first exercise. RUM supplements its risk factors, stating that performing under the Commercial Agreement will require developing and constructing a data center and acquiring GPUs and related infrastructure, funded largely by additional debt and/or equity. The company states it does not currently have financing for these capital needs, the contract is not subject to any financing contingency, and additional debt could increase leverage while equity financing could cause significant dilution. It also highlights extensive construction, permitting, power-availability and regulatory risks that could delay or prevent project completion and expose RUM to contractual remedies and potentially significant damages.

RUM Group Inc. reported sharply higher scale following the June 17, 2026 acquisition of about 85% of Northern Data AG, adding large AI and high-performance computing infrastructure. Total assets rose to $2.12 billion from $336.8 million, including $913.8 million of property and equipment and $415.2 million of goodwill.

For the quarter ended June 30, 2026, revenue increased to $40.4 million from $25.1 million, but the company posted a much larger net loss attributable to RUM of $79.1 million versus $30.2 million. For the first six months, revenue was $65.8 million and net loss attributable to RUM was $109.4 million. Losses reflected significantly higher cost of services, general and administrative, sales and marketing, research and development, $33.2 million of acquisition-related transaction costs, and higher amortization and depreciation.

Operating cash outflow for the six months was $66.1 million, while cash and cash equivalents were $203.3 million. The NDAG deal consideration totaled $1.52 billion, including equity, pre-funded warrants, and a euro-denominated $366.6 million convertible note to Tether that contains an embedded derivative. RUM also disclosed VAT disputes in Sweden involving Decentric Europe B.V. and Hydro66 Svenska AB, for which Swedish Tax Agency final assessments have been issued and appealed.

RUM Group Inc. reported record second-quarter 2026 revenue of $40.4 million, up 61% year over year, driven by audience monetization and the acquisition of Northern Data, which added $10.1 million of cloud computing and colocation revenue. Excluding Northern Data, Rumble revenue grew 21% year over year.

On June 17, 2026 the company closed its acquisition of Northern Data and established two business units: the Rumble video platform and Quake AI, its cloud and AI-infrastructure business. Property and equipment rose to $913.8 million, intangible assets to $187.8 million, and goodwill to $415.2 million, largely reflecting the transaction, which included $1.52 billion of non-cash consideration and the addition of $358.8 million of convertible notes.

Despite strong top-line growth, RUM Group posted a net loss of $80.9 million for the quarter and negative Adjusted EBITDA of $16.6 million, as expenses more than doubled to $111.1 million, including $28.3 million of acquisition-related costs and higher amortization and operating expenses from the expanded infrastructure. Liquidity totaled $220.5 million, with $203.3 million in cash and cash equivalents and Bitcoin valued at $17.2 million. The company initiated formal guidance, projecting Q3 2026 revenue of $87–$93 million, and highlighted approximately 250 MW of unmonetized 2027 targeted capacity it views as a multi-billion dollar ARR opportunity.

RUM Group Inc. director Paul T. Cappuccio exercised vested stock options to acquire 62,767 shares of Class A Common Stock at $2.50 per share on June 29, 2026, and retained all of the underlying shares. No shares were sold in connection with the exercise, so this is an exercise-and-hold transaction rather than a sale.

Following the transaction, Cappuccio directly holds 158,540 shares of Class A Common Stock. The filing also shows 30,849 remaining “earnout” stock options with a $2.50 exercise price, which are subject to vesting and forfeiture terms under the Business Combination Agreement dated December 1, 2021, and are scheduled to expire on December 31, 2026.

RUM Group Inc. Chief Financial Officer Michael Masci reported a tax-related share disposition tied to vesting of restricted stock units. The issuer withheld 9,331 shares of Class A Common Stock at $6.19 per share to cover his tax liability, and he now directly holds 319,060 shares.

RUM Group Inc. reported large equity-related transactions involving Tether Investments, S.A. de C.V., a subsidiary of Tether Global Investments Fund. Tether Investments purchased 4,599,365 Pre-Funded Warrants at $7.8799 per warrant, each exercisable at $0.0001 into one share of Class A common stock.

In connection with a Transaction Support Agreement, Equity Commitment Agreement and a Sale and Transfer Agreement, the issuer also delivered sizable blocks of Class A common stock and additional Pre-Funded Warrants to Tether Investments as consideration and financing. These moves left Tether Investments indirectly holding 141,877,369 Class A shares and large warrant positions, subject to a 9.9% voting power limitation. Control is attributed to Tether Global and Mr. Giancarlo Devasini through indirect voting power, with each party disclaiming beneficial ownership beyond any pecuniary interest.