RUM Group (Nasdaq: RUM) adds $1.5B AI deal as losses deepen
Rhea-AI Filing Summary
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.
Positive
- Revenue growth: Total revenues rose to $65.8 million for the first six months of 2026 from $48.8 million in 2025, driven by both audience monetization and “other initiatives.”
- Transformative AI/cloud acquisition: The Northern Data AG business combination added $887.3 million of property and equipment and $172.5 million of customer-related intangibles, significantly expanding cloud and AI infrastructure capacity.
- Strong liquidity base: Cash and cash equivalents stood at $203.3 million at June 30, 2026, supplemented by a funding arrangement allowing draws of up to $200 million under certain conditions.
Negative
- Substantially higher losses: Net loss attributable to RUM widened to $79.1 million for Q2 and $109.4 million for the first half of 2026, versus $30.2 million and $32.9 million in 2025.
- Heavy cash burn: Net cash used in operating activities was $66.1 million for the first six months of 2026, indicating significant ongoing cash outflows to support operations and integration.
- Increased leverage and dilution potential: A euro-denominated convertible note of $358.8 million was outstanding, with an embedded conversion option into up to an estimated 45,913,395 Class A shares as of June 30, 2026.
- VAT disputes in Sweden: Subsidiaries received Swedish Tax Agency final decisions totaling about SEK 544 million (approximately USD 56 million) in VAT, surcharges and interest, which have been appealed.
Filing Explained
RUM completed the acquisition with 59,346,944 shares and 98,264,309 pre-funded warrants issued, creating dilution mechanics for existing holders.
This Form 10-Q is an unaudited quarterly report, and it records that RUM completed its June 17 acquisition of approximately 85% of Northern Data AG using 59,346,944 Class A shares and 98,264,309 pre-funded warrants as part of the consideration. Those issued shares and warrant-linked shares create dilution mechanics for existing holders if the warrants convert.
The pre-funded warrants are immediately exercisable for a nominal amount and were issued to Tether instead of shares to keep Tether and its affiliates below 9.90% of voting power. At June 30, 2026, RUM reported 276,321,677 Class A shares outstanding, compared with 215,736,576 at December 31, 2025.
Tether may, until five business days before June 18, 2027, exchange the entire outstanding convertible note principal and accrued interest into Class A shares or pre-funded warrants. The filing estimated that the note could convert into 45,913,395 shares as of June 30, 2026; the conversion price is variable but cannot be below $7.88 per share.
Separately, RUM has capacity to draw up to $200 million under the VAT-related funding arrangement, with settlement at RUM’s option through shares, pre-funded warrants, or a convertible loan. The filing states that the accounting for the acquisition remains provisional for up to one year after June 17, 2026.
Key Figures
Key Terms
non-controlling interest financial
contingent consideration receivable financial
embedded derivative financial
deferred revenue financial
equity method financial
Earnings Snapshot
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did RUM Group (RUM) perform financially in Q2 2026?
What were RUM Group (RUM)’s first-half 2026 revenues and net loss?
What are the key details of RUM Group (RUM)’s Northern Data AG acquisition?
What is RUM Group (RUM)’s cash position and operating cash flow?
What VAT issues did RUM Group (RUM) disclose in Sweden?
How much convertible debt and potential dilution does RUM Group (RUM) have?
How did the Northern Data AG acquisition affect RUM Group (RUM)’s balance sheet?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
For the transition period from _________ to _________
Commission File Number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices, including zip code) |
| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The | ||||
| The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ Large accelerated filer | ☐ Accelerated filer | |
| ☒ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
As of August 6, 2026, the registrant had issued and outstanding (i)
RUM GROUP INC.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
| Page | ||
| PART 1 - FINANCIAL INFORMATION | 1 | |
| Item 1. | Unaudited Condensed Consolidated Financial Statements | 1 |
| Unaudited Condensed Consolidated Statements of Operations | 3 | |
| Unaudited Condensed Consolidated Balance Sheets | 5 | |
| Unaudited Condensed Consolidated Statements of Shareholder’s Equity | 6 | |
| Unaudited Condensed Consolidated Statements of Cash Flows | 9 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 10 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 48 |
| Item 4. | Control and Procedures | 49 |
| PART II - OTHER INFORMATION | 50 | |
| Item 1A. | Risk Factors | 52 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 55 |
| Item 6. | Exhibits | 56 |
| SIGNATURES | 57 | |
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements regarding, among other things, our plans, strategies and prospects, both business and financial. These statements are based on the beliefs and assumptions of our management. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot provide assurance that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Investors should read statements that contain these words carefully because they discuss future expectations, contain projects of future results of operations or financial condition; or state other “forward-looking” information. Forward-looking statements are based on information available as of the date of this Quarterly Report and may involve significant judgments and assumptions, known and unknown risks and uncertainties and other factors, many of which are outside our control. There may be events in the future that management is not able to predict accurately or over which we have no control. We do not undertake any obligation to update to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable laws. The risk factors and cautionary language contained in this Quarterly Report provide examples of risks, uncertainties, and events that may cause actual results to differ materially from the expectations described in such forward-looking statements, including, among other things:
| ● | our ability to grow and manage future growth profitably over time, maintain relationships with customers, compete within our industry and retain key employees; |
| ● | the possibility that we may be adversely impacted by economic, business, and/or competitive factors; |
| ● | our limited operating history makes it difficult to evaluate our business and prospects; |
| ● | risks relating to our recent business combination (the “ND Business Combination”) with Northern Data AG (“Northern Data”), including with respect to our ability to successfully integrate the operations of Rumble and Northern Data and achieve the anticipated strategic and financial benefits of the transaction; |
| ● | operating costs, customer loss or business disruption being greater than expected in anticipation of, or, if consummated, following, the ND Business Combination; |
| ● | the effects of the combination of Rumble and Northern Data, including the combined company’s future financial position, operating results and strategy; |
| ● | our substantial indebtedness following the ND Business Combination, and additional indebtedness we expect to incur in connection with our AI infrastructure and data center business, could adversely affect our financial condition and limit our operational flexibility; |
| ● | risks that the growth strategy of the combined business may require a significant amount of debt financing, which may be available on unfavorable terms, if at all, and risks relating to the ability of the combined business to service such debt obligations; |
| ● | we may fail to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows; |
| ● | risks related to disruption of management time from ongoing business operations of each of Rumble and Northern Data due to the ND Business Combination; |
ii
| ● | unanticipated litigation, claims or assessments, as well as the outcome or impact of any current or pending litigation, claims or assessments; |
| ● | potential security violations to the combined company’s, Rumble’s and Northern Data’s information technology systems; |
| ● | changes in legislation or governmental regulations affecting the combined company, Rumble or Northern Data and international, national or local economic, social or political conditions or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws that could adversely affect the combined company, Rumble, Northern Data or their respective clients; |
| ● | our development and construction of new data center facilities involves significant risks, including increasing public and community opposition to data center development and exposure to a highly-evolving regulatory landscape, which could delay, increase the cost of, or prevent the completion of our planned projects and subject us to potential legal liabilities; |
| ● | with respect to our video business, we may not grow or maintain our active user base, and may not be able to achieve or maintain profitability; |
| ● | risks relating to our ability to attract new advertisers, or the potential loss of existing advertisers or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets; |
| ● | our cloud business may not achieve the intended results, which could adversely affect our financial condition and results of operations; |
| ● | negative media campaigns may adversely impact our financial performance, results of operations, and relationships with our business partners, including content creators and advertisers; |
| ● | spam activities, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators; |
| ● | the operation of our non-custodial crypto wallet exposes us to significant regulatory, operational, security, and market risks that could adversely affect our business, financial condition, results of operations, and reputation; |
| ● | we collect, store, and process large amounts of user video content and personal information of our users and subscribers. If our security measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face governmental investigations and legal claims from users and subscribers; |
| ● | our Bitcoin treasury strategy exposes us to various risks associated with holding bitcoin; |
| ● | we may fail to comply with applicable privacy laws, subjecting us to liability and damages; |
| ● | our cloud services business operates in a highly regulated environment, subject to a complex and rapidly evolving array of domestic and international laws, regulations, and industry standards governing data privacy, cybersecurity, data localization, cross-border data transfers, and emerging technologies such as artificial intelligence; |
| ● | we are subject to cybersecurity risks and interruptions or failures in our information technology systems and as we grow and gain recognition, we will likely need to expend additional resources to enhance our protection from such risks. Notwithstanding our efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss; |
iii
| ● | we may be found to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations; |
| ● | we may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of Section 230 of the Communications Decency Act of 1996 (“Section 230”); |
| ● | user-generated content could affect the quality of our services and deter existing or potential users from using our platforms, and we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violates any law; |
| ● | paid endorsements by our content creators may expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely affect our business, financial condition and results of operations; |
| ● | our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control; |
| ● | our video business depends on continued and unimpeded access to our content and services on the internet. If we or those who engage with our content experience disruptions in internet service, or if internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers; |
| ● | we face significant market competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could be harmed; |
| ● | we rely on data from third parties to calculate certain of our performance metrics. Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business; |
| ● | changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue; |
| ● | failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets would adversely affect our business; |
| ● | we depend on third-party vendors, including internet service providers, advertising networks, and data centers, to provide core services; |
| ● | hosting and delivery costs may increase unexpectedly; |
| ● | we have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity; |
| ● | we may be unable to develop or maintain effective internal controls; |
| ● | changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new tax legislation, or exposure to additional tax liabilities may adversely impact our financial results; |
| ● | compliance obligations imposed by new privacy laws, laws regulating online video sharing platforms, other online platforms, and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business; and |
| ● | other risks and uncertainties indicated in this Quarterly Report and in other filings that we have made or will make with the Securities and Exchange Commission (the “SEC”), including the risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and the risk factors related to Northern Data and its business and the business of the combined company as described under the caption “Risk Factors” in our Registration Statement on Form S-4 filed with the SEC on April 13, 2026 in connection with the ND Business Combination. |
iv
PART I - FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
RUM Group Inc.
Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
For the three and six months ended June 30, 2026 and 2025
1
RUM Group Inc.
Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
For the three and six months ended June 30, 2026 and 2025
Contents
| Condensed Consolidated Interim Financial Statements | |
| Condensed Consolidated Interim Statements of Operations | 3 |
| Condensed Consolidated Interim Statements of Comprehensive Loss | 4 |
| Condensed Consolidated Interim Balance Sheets | 5 |
| Condensed Consolidated Interim Statements of Shareholders’ Equity | 6 |
| Condensed Consolidated Interim Statements of Cash Flows | 9 |
| Notes to the Condensed Consolidated Interim Financial Statements | 10-32 |
2
RUM Group Inc.
Condensed Consolidated Interim Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited)
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Expenses | ||||||||||||||||
| Cost of services (content, hosting and other) | $ | $ | $ | $ | ||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Acquisition-related transaction costs | ||||||||||||||||
| Amortization and depreciation | ||||||||||||||||
| Change in fair value of digital assets | ( | ) | ( | ) | ||||||||||||
| Total expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Changes in fair value of contingent consideration | ( | ) | ( | ) | ||||||||||||
| Changes in fair value of warrant liability | ( | ) | ( | ) | ||||||||||||
| Changes in fair value of derivative | ||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Deferred tax expense | ( | ) | ( | ) | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to non-controlling interest | ( | ) | ( | ) | ||||||||||||
| Net loss attributable to RUM Group Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share – basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted-average number of common shares used in computing net loss per share - basic and diluted | ||||||||||||||||
| Share-based compensation expense included in expenses: | ||||||||||||||||
| Cost of services (content, hosting, and other) | $ | $ | $ | $ | ||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Total share-based compensation expense | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
3
RUM Group Inc.
Condensed Consolidated Interim Statements of Comprehensive Loss
(Expressed in U.S. Dollars)
(Unaudited)
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss attributable to non-controlling interest | ( | ) | ( | ) | ||||||||||||
| Net loss attributable to RUM Group Inc. | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive loss | ( | ) | ( | ) | ||||||||||||
| Other comprehensive loss attributable to non-controlling interest | ( | ) | ( | ) | ||||||||||||
| Other comprehensive loss attributable to RUM Group Inc. | ( | ) | ( | ) | ||||||||||||
| Comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive loss attributable to non-controlling interest | ( | ) | ( | ) | ||||||||||||
| Comprehensive loss attributable to RUM Group Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
4
RUM Group Inc.
Condensed Consolidated Interim Balance Sheets
(Expressed in U.S. Dollars)
(Unaudited)
| June 30, 2026 |
December 31, 2025 |
|||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable and other, net | ||||||||
| Contingent consideration receivable | ||||||||
| Prepaid expenses and other | ||||||||
| Investment | ||||||||
| Other non-current assets | ||||||||
| Digital assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| $ | $ | |||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Deferred revenue | ||||||||
| Lease liabilities | ||||||||
| Convertible notes payable | ||||||||
| Lease liabilities, net of current portion | ||||||||
| Deferred tax liability | ||||||||
| Warrant liability | ||||||||
| Other liability | ||||||||
| Commitments and contingencies (Note 19) | ||||||||
| Shareholders’ equity | ||||||||
| Preferred shares ($ | ||||||||
| Common shares ($ | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| Non-controlling interest | ||||||||
| $ | $ | |||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
5
RUM Group Inc.
Condensed Consolidated Interim Statements of Shareholders’ Equity
(Expressed in U.S. Dollars)
(Unaudited)
| For the three months ended June 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||
| Number of Common Stock | ||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class C (and corresponding ExchangeCo Share) |
Class D | Class A | Class C | Class D | Additional Paid-in Capital |
Accumulated Other Comprehensive Income/ (Loss) |
Non-Controlling Interest (NCI) |
Accumulated Deficit |
Total | ||||||||||||||||||||||||||||||||||
| Balance March 31, 2026 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||
| Issuance of Class A Common Stock in connection with Northern Data AG acquisition | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of pre-funded warrants | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Share issuance costs | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Issuance of Class A Common Stock upon exercise of stock options and vesting of restricted stock units | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Net share settlement on restricted stock units | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Issuance of Class A Common Stock under ESPP | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Share based payments | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||
6
RUM Group Inc.
Condensed Consolidated Interim Statements of Shareholders’ Equity
(Expressed in U.S. Dollars)
(Unaudited)
| For the six months ended June 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||
| Number of Common Stock | ||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class C (and corresponding ExchangeCo Share) |
Class D | Class A | Class C | Class D | Additional Paid-in Capital |
Accumulated Other Comprehensive Income/ (Loss) |
Non-Controlling Interest (NCI) |
Accumulated Deficit |
Total | ||||||||||||||||||||||||||||||||||
| Balance December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||
| Issuance of Class A Common Stock in connection with Northern Data AG acquisition | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of pre-funded warrants | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Share issuance costs | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Issuance of Class A Common Stock upon exercise of stock options and warrants as well as vesting of restricted stock units | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Net share settlement on restricted stock units | - | - | - | - | - | - | ( | ) | - | - | - | ( | ) | |||||||||||||||||||||||||||||||
| Issuance of Class A Common Stock under ESPP | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Share based payments | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
7
RUM Group Inc.
Condensed Consolidated Interim Statements of Shareholders’ Equity
(Expressed in U.S. Dollars)
(Unaudited)
| For the three months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||
| Number of Common Stock | ||||||||||||||||||||||||||||||||||||
| Class A | Class C (and corresponding ExchangeCo Share) |
Class D | Class A | Class C | Class D | Additional Paid-in Capital |
Accumulated Deficit |
Total | ||||||||||||||||||||||||||||
| Balance March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Issuance of Class A Common Stock upon exercise of stock options and vesting of restricted stock units | - | - | ||||||||||||||||||||||||||||||||||
| Net share settlement on restricted stock units | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||
| Issuance of Class A Common Stock under ESPP | - | - | ||||||||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| For the six months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||
| Number of Common Stock | ||||||||||||||||||||||||||||||||||||
| Class A | Class C (and corresponding ExchangeCo Share) |
Class D | Class A | Class C | Class D | Additional Paid-in Capital |
Accumulated Deficit |
Total | ||||||||||||||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Cancellation of Class D Common Stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of Class A Common Stock | - | - | ||||||||||||||||||||||||||||||||||
| Issuance of Class A Common Stock upon exercise of stock options and warrants as well as vesting of restricted stock units | - | - | ||||||||||||||||||||||||||||||||||
| Net share settlement on restricted stock units | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Issuance of Class A Common Stock under ESPP | - | - | ||||||||||||||||||||||||||||||||||
| Share issuance costs | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
8
RUM Group Inc.
Condensed Consolidated Interim Statements of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited)
| For the six months ended June 30, | 2026 | 2025 | ||||||
| Cash flows provided by (used in) | ||||||||
| Operating activities | ||||||||
| Net loss for the period | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization and depreciation | ||||||||
| Share-based compensation | ||||||||
| Provision for credit losses | ||||||||
| Net trade and barter revenue and expense | ( | ) | ||||||
| Non-cash lease expense | ||||||||
| Change in fair value of warrants | ( | ) | ( | ) | ||||
| Change in fair value of contingent consideration | ||||||||
| Change in fair value of digital assets | ( | ) | ||||||
| Change in fair value of derivative | ( | ) | ( | ) | ||||
| Loss on disposal of property and equipment | ||||||||
| Loss on lease termination | ||||||||
| Unrealized foreign exchange losses | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses and other | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Deferred revenue | ( | ) | ||||||
| Income tax receivable | ( | ) | ||||||
| Deferred tax liability | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| Purchase of digital assets | ( | ) | ||||||
| Acquisition of Northern Data AG, net of cash acquired | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Financing activities | ||||||||
| Proceeds from the issuance of pre-funded warrants in connection with equity commitment agreement | ||||||||
| Taxes paid from net share settlement for share-based compensation | ( | ) | ( | ) | ||||
| Proceeds from exercise of warrants and stock options | ||||||||
| Proceeds from issuance of Class A Common Stock under ESPP | ||||||||
| Proceeds from issuance of Class A Common Stock | ||||||||
| Repurchase of Class A Common Stock | ( | ) | ||||||
| Share issuance costs | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rates on cash and cash equivalents | ||||||||
| (Decrease) increase in cash and cash equivalents during the period | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | ||||||||
| Cash paid for lease liabilities | ||||||||
| Non-cash investing and financing activities: | ||||||||
| Non-cash consideration related to the acquisition of Northern Data AG | ||||||||
| Property and equipment in accounts payable and accrued liabilities | ||||||||
| Recognition of operating right-of-use assets in exchange of operating lease liabilities, net of derecognition of terminated leases | ||||||||
| Share-based compensation capitalized related to intangible assets | ||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
9
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
1. Overview and Basis of Presentation
Nature of Operations
RUM Group Inc. (formerly known as Rumble Inc., “RUM” or the “Company”) is a holding company that operates an online video platform and a cloud and AI infrastructure business. The Company’s video platform enables creators to manage, distribute, and monetize their content by connecting them with brands, publishers, and directly to their subscribers and followers. The Company’s cloud and AI infrastructure business provides compute, data center capacity, and related blockchain infrastructure services. The Company’s registered office is located at 444 Gulf of Mexico Drive, Longboat Key, Florida, 34228. The Company’s shares of Class A Common Stock and warrants are traded on The Nasdaq Global Market (“Nasdaq”) under the symbol “RUM” and “RUMBW”, respectively.
Basis of Presentation
The accompanying unaudited condensed consolidated interim financial statements (the “financial statements”) are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the results of the Company and its wholly-owned subsidiaries. Any reference in these notes to applicable guidance is meant to refer to the authoritative guidance found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”). All intercompany balances and transactions have been eliminated upon consolidation.
These financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2025 (the “Annual Financial Statements”). These financial statements have been prepared using the same accounting policies that were described in Note 2, Summary of Significant Accounting Policies, to the Annual Financial Statements.
Basis of Consolidation
The financial statements include the accounts of the Company and all subsidiaries. Subsidiaries are entities in which the Company has a controlling voting interest or is the primary beneficiary of a variable interest entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases.
10
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
1. Overview and Basis of Presentation (Continued)
Basis of Consolidation (Continued)
| Subsidiaries | Jurisdiction of incorporation | Functional currency | Ownership June 30, | Ownership interest December 31, 2025 | ||||
| RUM Group Inc. | ||||||||
| Rumble Inc. | ||||||||
| Rumble USA Inc | ||||||||
| Rumble Store USA Inc. | ||||||||
| Locals Technology Inc. | ||||||||
| Rumble Cloud Inc | ||||||||
| Rumble Freedom First Holding Designated Activity Company | ||||||||
| Rumble Deutschland AG | ||||||||
| Rumble Cloud Panama Inc. | ||||||||
| Rumble Cloud DOEEL Skopje | ||||||||
| Rumble Cloud USA Inc. | ||||||||
| Rumble Cloud El Salvador S.A de C.V. | ||||||||
| RUM SPV Inc. | ||||||||
| 1000045707 Ontario Inc. | ||||||||
| 1000045728 Ontario Inc. | ||||||||
| Rumble Canada Inc. | ||||||||
| Northern Data AG | ||||||||
| ND CS (Services) GmbH | ||||||||
| Northen Data Software GmbH | ||||||||
| 1277963 B.C. Ltd | ||||||||
| Northern Data (CH) AG | ||||||||
| Northern Data Services (UK) Limited | ||||||||
| Northern Data Linlithgow Limited | ||||||||
| Taiga Cloud UK Limited | ||||||||
| Minondo Ltd. | ||||||||
| Taiga Cloud Limited | ||||||||
| Damoon Ltd. | ||||||||
| Northern Data Ireland Ltd. | ||||||||
| Ardent Data Centers HoldCo Ltd. | ||||||||
| Taiga Cloud HoldCo Ltd. | ||||||||
| Northern Data NL B.V. | ||||||||
| Decentric Europe B.V. | ||||||||
| Bitfield N.V. | ||||||||
| Taiga Cloud NL B.V. | ||||||||
| Northern Data NOR AS | ||||||||
| ND Real Estate I AS | ||||||||
| ND Real Estate II AS | ||||||||
| Taiga Cloud Portugal, Unipessoal LDA | ||||||||
| Hydro66 Svenska AB | ||||||||
| Hydro66 Services AB | ||||||||
| Hydro66 Property Services AB | ||||||||
| Northern Data NY, LLC | ||||||||
| Northern Data PA, LLC | ||||||||
| Ardent Data Services, LLC | ||||||||
| Northern Data Reserve, Inc. | ||||||||
| Ardent Data Centers LLC USA | ||||||||
| Northern Data US Services Inc. | ||||||||
| Northern Data Maysville ADC I, LLC | ||||||||
| Ardent Data Centers US HoldCo Inc. USA |
11
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
1. Overview and Basis of Presentation (Continued)
Use of Estimates
The preparation of these financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates the estimates used, which include but are not limited to: allowance for credit losses; valuation of share-based compensation awards; estimates in the determination of the fair value of consideration transferred in connection with acquisitions; fair value of financial instruments including warrant liability, digital assets, contingent consideration, and derivative; discount rate in determining lease liabilities; valuation of long-lived assets and their associated useful lives, valuation of goodwill; the realization of tax assets, estimates of tax liabilities, and valuation of deferred taxes; and estimates in the determination of the fair value of non-cash consideration earned in trade and barter transactions. These estimates, judgments, and assumptions are reviewed periodically and the impact of any revisions are reflected in the financial statements in the period in which such revisions are made. Actual results could differ materially from those estimates, judgments, or assumptions, and such differences could be material to the Company’s consolidated financial position and results of operations.
Currency Translation
Transactions in foreign currency
Transactions made in a currency other than the functional currency are remeasured to the functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are remeasured at historical rates. Foreign currency translation gains and losses are included in other income (expense) in the condensed consolidated interim statements of operations.
Translation to reporting currency
Translation gains and losses from the application of the U.S. dollar as the reporting currency, if any, are included as part of cumulative currency translation adjustment, which is reported as a component of shareholders’ equity under accumulated other comprehensive income.
2. Summary of Significant Accounting Policies
Revenue Recognition
On June 17, 2026, the Company acquired approximately
Cloud computing
Cloud computing, reserved capacity – The Company provides dedicated computing capacity for its customers’ exclusive use throughout the contractual term. The ability to provide continuous access to dedicated capacity represents a series of distinct services that are substantially the same and have the same pattern of transfer to the customers. The customers simultaneously receives and consume the benefits of the service as it is provided and, accordingly, the performance obligation is satisfied over time. Revenue is recognized on a straight-line basis over the contract term, reflecting the continuous transfer of the stand-ready service. Customers are invoiced monthly with payment terms of
Cloud computing, on-demand capacity – The Company provides GPU computing resources on demand at contractual rates based on actual usage. Customers simultaneously receive and consume the benefits of the computing services as they are delivered and, accordingly, the performance obligation is satisfied over time. The Company applies the right-to-invoice practical expedient and recognizes revenue in the amount to which it has a right to invoice, as that amount corresponds directly with the value transferred to the customers. Customers are invoiced monthly with payment terms of 10 to 20 days.
Deferred revenue
Deferred revenue is recognized when a customer makes a payment or the payment becomes due before the Company transfers the respective goods or services to the customer and the Company has an unconditional right to receive specified consideration before transferring the goods or service to the customer.
Contract assets
Contract assets are recognized when revenue is recognized before the Company has an unconditional right to invoice the customer and are measured at the amount of consideration expected to be received, subject to any applicable constraint on variable consideration. When the Company’s right to consideration becomes unconditional, the related contract asset would be reclassified to accounts receivable. Contract assets are assessed for impairment in accordance with the Company’s credit loss policy, and any impairment losses are recognized in earnings.
12
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
2. Summary of Significant Accounting Policies (Continued)
Property and Equipment
The Company acquired additional depreciable classes of property and equipment during the three and six months ended June 30, 2026:
| Useful Lives | |
| Land | |
| Building | |
| Advance payments made and assets under construction | |
| Data centers | |
| Computer hardware | |
| Furniture and fixtures | |
| Leasehold improvements |
Advance payments for the acquisition, construction, or installation of property and equipment are recorded within property and equipment when the Company has made payment for assets or construction activities that are expected to result in future long-lived assets. Such amounts are classified as advance payments for property and equipment or assets under construction until the related assets are received, constructed, installed, and available for their intended use.
Assets under construction include costs directly attributable to the acquisition, construction, installation, and testing of property and equipment, including equipment costs, vendor payments, construction costs, freight, duties, installation costs, and professional fees. Assets under construction, including advance payments recorded within property and equipment, are not depreciated until the related asset are placed in service and available, at which time the costs are transferred to the appropriate property and equipment category and depreciated over the estimated useful life of the related assets. These amounts are reviewed for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable.
Business Combination
The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs.
The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred.
Investments
The Company accounts for investment in which it has significant influence using the equity method. Significant influence is the ability to affect an investee’s operating and financial policies. In assessing whether significant influence exists, the Company considers its ability to participate in relevant decision-making processes, taking into account governance rights, representation in decision-making bodies, contractual arrangements, and other relevant facts and circumstances. Equity method investments are initially recognized at cost and subsequently adjusted for the Company’s share of the investee’s profit or loss and other comprehensive income. Dividends received reduce the carrying amount of the investment.
The Company accounts for its investment in non-marketable equity securities, over which it does not have control or significant influence, using the measurement alternative. The investment was initially measured at fair value on the acquisition date and is subsequently carried at cost, adjusted for impairments and observable price changes in orderly transactions for the identical or similar securities.
13
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
2. Summary of Significant Accounting Policies (Continued)
New Standards or Amendments Not Yet Effective
The following amendments to existing standards have been issued up to and including the date of issuance of these financial statements, however are not yet effective for the Company:
| ● | Accounting Standards Updates 2025-01 and 2024-03, Income statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense. The amendments in this update require public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. |
| ● | Accounting Standards Updates 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU removes all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. Therefore, this ASU requires that an entity capitalize software costs when both: management has authorized and committed to funding the software project; and it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software. This ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. |
| ● | Accounting Standards Updates 2025-11, Interim Reporting: Narrow-Scope Improvements (Topic 270): This ASU clarifies interim disclosure requirements and the applicability of Topic 270. It provides a comprehensive list of interim disclosures currently required under U.S. GAAP and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact. The ASU also clarifies the types of interim reporting, and the form and content of interim financial statements in accordance with U.S. GAAP, enhancing consistency in interim reporting. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. |
The Company is still evaluating the potential impact of implementing the above amendments to its consolidated financial statements.
3. Business Combinations
On June 17, 2026, the Company acquired approximately
In connection with the acquisition, the Company entered into a funding arrangement with Tether under which the Company can draw up to $
The identification and measurement of the consideration transferred, identifiable assets acquired, liabilities assumed and non-controlling interest is provisional and subject to changes during the measurement period, not to exceed one year from the acquisition date, as additional information related to the facts and circumstances that existed at the acquisition date becomes available.
14
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
3. Business Combinations (Continued)
| Consideration | $ | |||
| Non-controlling interest | ||||
| Total consideration | $ | |||
| Cash | $ | |||
| Account receivables and other, net | ||||
| Contingent consideration receivable | ||||
| Prepaid expenses and other current assets | ||||
| Investment | ||||
| Other non-current assets | ||||
| Digital assets | ||||
| Property and equipment | ||||
| Right-of-use assets | ||||
| Intangible assets, net | ||||
| Accounts payable and accrued liabilities | ( | ) | ||
| Deferred revenue | ( | ) | ||
| Income tax payable | ( | ) | ||
| Deferred tax liabilities | ( | ) | ||
| Lease liabilities | ( | ) | ||
| Other current liabilities | ( | ) | ||
| Other liabilities | ( | ) | ||
| Fair value of net identifiable assets acquired | $ | |||
| Add: Goodwill | ||||
| Total net assets acquired | $ |
Consideration
The consideration transferred in the acquisition of NDAG consisted of shares of the Company’s Class A Common Stock, pre-funded warrants exercisable for shares of the Company’s Class A Common Stock, and a euro-denominated note payable issued to Tether Investments, S.A. De C.V. (“Tether”) in connection with the assignment of an existing shareholder loan owed by NDAG to Tether (“Shareholder Loan”).
| Number of Instruments | Fair Value Per Unit | Fair Value | ||||||||||
| (i) Class A Common Stock | $ | $ | ||||||||||
| (ii) Pre-funded warrants | $ | |||||||||||
| (iii) Note payable | ||||||||||||
| Total consideration | $ | |||||||||||
(i) Rumble Class A Common Stock
The equity consideration to former NDAG shareholders who validly tendered their shares pursuant to the voluntary public exchange offer commenced by the Company as part of the ND Business Combination was based on an exchange ratio of
(ii) Pre-funded warrants
The Company issued pre-funded warrants to Tether, a former NDAG shareholder pursuant to a transaction support agreement with, in lieu of shares of the Company’s Class A Common Stock to the extent such issuance of the Company’s Class A Common Stock to Tether would result in the voting power of Tether and its affiliates in the Company to exceed
(iii) Issuance of note payable
The note payable was measured at fair value as part of the consideration transferred. The note contains an embedded derivatives that was separately recognized as a derivative liability. See Note 14 for further details.
15
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
3. Business Combinations (Continued)
Non-Controlling Interest
The non-controlling interest is comprised of the following components:
| Number of Instruments | Fair Value Per Unit | Fair Value | ||||||||||
| (i) Northern Data AG common shares | $ | $ | ||||||||||
| (ii) Vested options outstanding at the date of acquisition | $ | |||||||||||
| (iii) Allocation of the fair value of unvested options based on service provided prior to the date of acquisition | $ | |||||||||||
| Total non-controlling interest | $ | |||||||||||
(i) Common shares
At June 17, 2026,
(ii) Vested and unvested options
Under the NDAG stock option plan, for options that were granted prior to a change in control, the holder may elect to exercise their vested options and receive shares in NDAG or to elect a cash alternative. The cash alternative is based on the difference between the strike price of the option and the unweighted arithmetic mean of NDAG’s stock price for the last ten days prior to the change in control. Based on the strike prices of the options, which range from €
The fair value of vested and unvested options was determined using the Black Scholes model with the following inputs:
As at June 17, | ||||
| Share price | € | |||
| Exercise price | € | |||
| Risk-free interest rate | % | |||
| Volatility | % | |||
| Expected life | ||||
| Dividend rate | % | |||
(iii) Unvested options
The unvested stock options include both service and performance conditions. The service condition is generally
Proforma Results
The following unaudited pro-forma condensed consolidated interim statement of operations for the six months ended June 30, 2026, has been prepared as if the acquisition had occurred on January 1. The below does not include any pro-forma adjustments other than adding in the actual results of NDAG from January 1, 2026 to June 17, 2026.
From the date of acquisition on June 17, 2026, NDAG contributed $
16
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
4. Revenue from Contracts with Customers
The following table presents revenues disaggregated by type:
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Audience monetization | $ | $ | $ | $ | ||||||||||||
| Other initiatives | ||||||||||||||||
| Total revenues | $ | $ | $ | $ | ||||||||||||
The Company recognizes revenue either at a point in time or over time, depending upon the characteristics of the contract.
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Point in time | $ | $ | $ | $ | ||||||||||||
| Over time | ||||||||||||||||
| Total revenues | $ | $ | $ | $ | ||||||||||||
Deferred Revenue
Deferred revenue recorded at June 30, 2026 is expected to be fully recognized by June 30, 2027. The deferred revenue balance was $
5. Cash and Cash Equivalents
Cash and cash equivalents consist of the following:
| Contracted Maturity | As of June 30, | As of December 31, | ||||||||
| Cash | $ | $ | ||||||||
| Treasury bills, money market funds, and term deposits | ||||||||||
| $ | $ | |||||||||
As of June 30, 2026 and December 31, 2025, the Company entered into a guarantee/ standby letter of credit in the amount of $
6. Prepaid expenses and other
Prepaid expenses and other consist of the following:
As of June 30, | As of December 31, | |||||||
| Prepaid expenses and other | $ | $ | ||||||
| Contract assets | ||||||||
| $ | $ | |||||||
17
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
7. Investments
As part of the acquisition of NDAG (see Note 3), the Company acquired certain equity instruments.
As of June 30, | As of December 31, | |||||||
| Equity method | $ | $ | ||||||
| Non-marketable securities | ||||||||
| $ | $ | |||||||
The following table summarizes the activity in the Company’s investment:
| Equity Method | Non-Marketable Securities | Total | ||||||||||
| Balance, December 31, 2025 | $ | $ | $ | |||||||||
| Acquired in a business combination (Note 3) | ||||||||||||
| Changes in currency translation | ( | ) | ( | ) | ( | ) | ||||||
| Balance, June 30, 2026 | $ | $ | $ | |||||||||
8. Digital Assets
The Company’s digital assets holdings consist of the following:
| As of June 30, 2026 | As of December 31, 2025 | |||||||||||||||||||||||
| Units | Cost Basis | Fair Value | Units | Cost Basis | Fair Value | |||||||||||||||||||
| Bitcoin | $ | $ | $ | $ | ||||||||||||||||||||
| Other | ||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||
The following table presents a reconciliation of the Company’s digital asset holdings:
| Bitcoin | Other | Total | ||||||||||
| Balance, December 31, 2025 | $ | $ | $ | |||||||||
| Acquired in a business combination (Note 3) | ||||||||||||
| Change in fair value | ( | ) | ( | ) | ||||||||
| Changes in currency translation | ( | ) | ( | ) | ( | ) | ||||||
| Balance, June 30, 2026 | $ | $ | $ | |||||||||
18
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
9. Property and Equipment
As of June 30, | As of December 31, | |||||||
| Land | $ | $ | ||||||
| Buildings | ||||||||
| Advance payments made and assets under construction | ||||||||
| Data centers | ||||||||
| Computer hardware | ||||||||
| Furniture and fixtures | ||||||||
| Leasehold improvements | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Net carrying value | $ | $ | ||||||
Depreciation expense on property and equipment for the three months ended June 30, 2026 and 2025 were $
10. Right-of-Use Assets and Lease Liabilities
The Company leases several facilities, data centers and equipment under non-cancelable operating leases. These leases have original lease periods expiring between 2026 and 2030.
As of June 30, 2026 | As of December 31, 2025 | |||||||||||||||
| Accumulated | Accumulated | |||||||||||||||
| Cost | Amortization | Cost | Amortization | |||||||||||||
| Right-of-use assets | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net carrying value | $ | $ | ||||||||||||||
Operating lease costs for the three months ended June 30, 2026 and 2025 was $
Supplemental balance sheet information related to the operating lease liabilities is as follows:
As of June 30, | As of December 31, | |||||||
| Weighted-average remaining lease term | ||||||||
| Weighted-average incremental borrowing rate | % | % | ||||||
The following shows the future minimum lease payments for the remaining years under the lease arrangement as of June 30, 2026:
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Less: imputed interest* | ( | ) | ||
| Current portion | $ | |||
| Long-term portion | $ |
| * |
19
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
11. Intangible Assets
| As of June 30, 2026 | ||||||||||||
| Gross Carrying Value | Accumulated Amortization | Net Carrying | ||||||||||
| Intellectual property | $ | $ | ( | ) | $ | |||||||
| Domain name | ( | ) | ||||||||||
| Brand | ( | ) | ||||||||||
| Software and technology | ( | ) | ||||||||||
| Internal software development | ( | ) | ||||||||||
| Assembled workforce | $ | ( | ) | |||||||||
| Customer contracts | ( | ) | ||||||||||
| Customer relationships | ( | ) | ||||||||||
| $ | $ | ( | ) | $ | ||||||||
| As of December 31, 2025 | ||||||||||||
| Gross Carrying Value | Accumulated Amortization | Net Carrying | ||||||||||
| Intellectual property | $ | $ | ( | ) | $ | |||||||
| Domain name | ( | ) | ||||||||||
| Brand | ( | ) | ||||||||||
| Software and technology | ( | ) | ||||||||||
| Internal software development | ( | ) | ||||||||||
| Assembled workforce | ( | ) | ||||||||||
| $ | $ | ( | ) | $ | ||||||||
The customer contract and customer relationships were acquired in the acquisition (see Note 3) and are being amortized over a weighted average life of
Amortization expense related to intangible assets was $
For intangible assets held as of June 30, 2026, future amortization expense is as follows:
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| $ |
12. Goodwill
Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. The following table summarizes the changes in the carrying amount of goodwill:
The following table summarizes the changes in the carrying amount of goodwill:
| Balance, December 31, 2025 | $ | |||
| Acquired in business combination (Note 3) | ||||
| Changes in currency translation | ( | ) | ||
| Balance, June 30, 2026 | $ |
20
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
13. Accounts Payable and Accrued Liabilities
The Company’s accounts payable and accrued liabilities consist of the following:
As of June 30, | As of December 31, | |||||||
| Trade accounts payable | $ | $ | ||||||
| Accrued programming and content costs | ||||||||
| Accrued compensation and benefits | ||||||||
| Accrued professional fees | ||||||||
| Incomes taxes payable | ||||||||
| Other accrued expenses | ||||||||
| $ | $ | |||||||
14. Convertible Note Payable
In connection with the acquisition of NDAG (see Note 3), Rumble Freedom First Holding Designated Activity Company, a newly formed Irish private limited company and indirect wholly-owned subsidiary of the Company issued a euro-denominated note payable to Tether. The principal amount on the note is €
The note matures on
Up to 5 business days before June 18, 2027 (the “Exchange Option Date”), Tether may deliver a notice of exercise to the Company to exchange the entire outstanding principal and accrued interest of the note into shares of the Company’s Class A Common Stock (or pre-funded warrants) on the Exchange Option Date, after which such option will expire if not exercised. The number of shares issuable upon conversion is determined by dividing the outstanding note amount by the greater of the
The Company determined that the conversion option is an embedded derivative that is required to be separated from the debt host. The derivative is measured at fair value at issuance and remeasured at fair value at each reporting date, with changes recognized in changes in fair value of derivative on the condensed consolidated interim statements of operations. The debt host is accounted for at amortized cost using the effective interest method. The effective interest rate on the debt host was estimated to be approximately
The fair value of note payable is estimated using the binomial lattice methodology based on a modified Cox-Ross-Rubenstein approach that incorporates the following inputs as of June 17, 2026:
| Share price | $ | |||
| EUR/USD FX rate | $ | |||
| Volatility | % | |||
| Risk-free rate | % | |||
| Credit spread | % | |||
| Risk-adjusted rate | % | |||
| Dividend rate | % | |||
| EURIBOR |
The following table presents the fair value of the convertible notes payable as of June 17, 2026:
| Notes payable | $ | |||
| Embedded derivative | ||||
| Convertible note payable | $ |
The following table presents a reconciliation of the Company’s convertible notes payable:
| Balance, December 31, 2025 | $ | |||
| Acquired in business combination (Note 3) | ||||
| Interest accretion | ||||
| Change in fair value | ( | ) | ||
| Changes in currency translation | ( | ) | ||
| Balance, June 30, 2026 | $ |
21
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
15. Income Taxes
The Company considers its annual effective tax rate at the end of each quarter, reflecting estimates of annual pre-tax income (loss), the geographic mix of pre-tax income (loss), interpretations of applicable tax laws and the potential outcomes of audits. The Company’s quarterly estimate has predominantly included U.S. and Canada jurisdictions, with expected ordinary losses for the fiscal year.
The acquisition of NDAG resulted in an expansion of tax jurisdictions for the Company, inclusive of Germany, Great Britain, Ireland, Netherlands, Norway, Portugal, Sweden and others. The income tax expense (recovery) for the period includes the expected tax expense at the effective rate of certain jurisdictions in which ordinary losses are not expected and in which estimates of ordinary income are available.
The tax expense (recovery) is inclusive of the reversal of certain temporary differences acquired as a result of the acquisition of NDAG, as further described in Note 3. In connection with this acquisition, deferred tax liabilities of $
The net deferred tax liabilities, assets and valuation allowance are based upon certain assumptions underlying our preliminary purchase price allocation and, upon finalization of the purchase price allocation, additional adjustments to the amount of our net deferred taxes may be required.
16. Shareholders’ Equity
The Company is authorized to issue
| (i) |
| (ii) |
| (iii) |
| (iv) |
The following shares of common stock are issued and outstanding at:
| As of June 30, 2026 | As of December 31, 2025 | |||||||||||||||
| Number | Amount | Number | Amount | |||||||||||||
| Class A Common Stock | $ | $ | ||||||||||||||
| Class C Common Stock (and its corresponding ExchangeCo Share) | ||||||||||||||||
| Class D Common Stock | ||||||||||||||||
| $ | $ | |||||||||||||||
Former holders of Legacy Rumble’s (as defined below) common shares are eligible to receive up to an aggregate of
Pre-Funded Warrants Issued as Part of NDAG Acquisition
In connection with the acquisition of NDAG (see Note 3), the Company issued pre-funded warrants to Tether, entitling Tether to purchase up to a total of
22
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
17. Share-Based Compensation Expense
The Company’s stock award plans consist of:
Rumble Inc. Amended and Restated Stock Option Plan
The Company maintains a long-term incentive plan, the Rumble Inc. Amended and Restated Stock Option Plan (the “Stock Option Plan”). The Stock Option Plan governs the terms and conditions of the outstanding awards previously granted under the Stock Option Plan, as well as all options to purchase Legacy Rumble Class A common shares or Legacy Rumble Class B common shares which were converted into options to purchase shares of the Company’s Class A Common Stock in connection with the business combination (the “Business Combination”) contemplated by that certain business combination agreement, dated December 1, 2021, by and between CF Acquisition Corp. VI, a Delaware corporation, and Rumble Inc., a corporation formed under the laws of the Province of Ontario Canada (“Legacy Rumble”).
Rumble Inc. 2022 Stock Incentive Plan
The Rumble Inc. 2022 Stock Incentive Plan (the “Stock Incentive Plan”) was approved by the board of directors and the stockholders of the Company, and became effective on September 16, 2022. The Company initially reserved
Rumble Inc. 2024 Employee Stock Purchase Plan
The Rumble Inc. 2024 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) was approved by the board of directors and the stockholders of the Company, and became effective on March 26, 2024. The Company initially reserved
Share-based compensation expenses are summarized as follows:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Restricted stock units | $ | $ | $ | $ | ||||||||||||
| Stock options | ||||||||||||||||
| Employee stock purchase plan | ||||||||||||||||
| Pre-funded warrants | ||||||||||||||||
| Stock options in NCI | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
23
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
17. Share-Based Compensation Expense (Continued)
Restricted Stock Units
The following table reflects the continuity of unvested restricted stock units (“RSUs”) transactions:
| Service Conditions | ||||||||
| Number | Weighted Average Grant Date Fair Value | |||||||
| Outstanding, December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Outstanding, June 30, 2026 | $ | |||||||
| Market Conditions | ||||||||
| Number | Weighted Fair Value | |||||||
| Outstanding, December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited | ) | |||||||
| Outstanding, June 30, 2026 | $ | |||||||
| Performance Conditions | ||||||||
| Number | Weighted Fair Value | |||||||
| Outstanding, December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited | ( | ) | ||||||
| Outstanding, June 30, 2026 | $ | |||||||
As of June 30, 2026, the Company has determined that it is not probable that the conditions related to the performance-based restricted stock units will be met, and therefore, the Company has not recognized the related expense in the condensed consolidated interim financial statements.
The following table reflects additional information related to RSUs activity:
| As of June 30, 2026 | ||||||||||||
Service Conditions | Market Conditions | Performance Conditions | ||||||||||
| Unrecognized compensation cost | $ | $ | | $ | ||||||||
| Weighted-average service period for unrecognized compensation cost | ||||||||||||
| Grant date fair value of RSUs | $ | $ | $ | |||||||||
24
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
17. Share-Based Compensation Expense (Continued)
Stock Options
The fair value of the stock options was determined using either a Black-Scholes option pricing model or a Monte Carlo simulation methodology that included simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The following table reflects the assumptions made:
Six Months June 30, | ||||
| Share price | $ | |||
| Exercise price | $ | |||
| Risk-free interest rate | % | |||
| Volatility | % | |||
| Expected life | ||||
| Dividend rate | % | |||
The following table reflects the continuity of stock option transactions:
| Service Conditions | ||||||||
| Number | Weighted Exercise | |||||||
| Outstanding, December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Exercised | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Cancelled | ( | ) | ||||||
| Outstanding, June 30, 2026 | $ | |||||||
| Vested and exercisable, June 30, 2026 | $ | |||||||
During the six months ended June 30, 2026 and 2025, the Company recorded incremental share-based compensation expense of $ and $
The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A Common Stock for those stock options that had exercise prices lower than the fair value of the Company’s Class A Common Stock. As of June 30, 2026, the aggregate intrinsic value of options outstanding was $
The following table reflects additional information related to options activity:
| As of June 30, 2026 | ||||
| Service Conditions | ||||
| Unrecognized compensation cost | $ | |||
| Weighted-average service period for unrecognized compensation cost | ||||
| Weighted-average grant date fair value of options outstanding | $ | |||
Employee Stock Purchase Plan
The Employee Stock Purchase Plan allows eligible employees to purchase shares of the Company’s Class A Common Stock at a discount through payroll deductions of up to
25
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
17. Share-Based Compensation Expense (Continued)
Employee Stock Purchase Plan (Continued)
The fair value of the Employee Stock Purchase Plan was determined using Black-Scholes option pricing model. The following table reflects the assumptions made:
Six Months June 30, | ||||
| Share price | $ | |||
| Risk-free interest rate | % | |||
| Volatility | % | |||
| Expected life | ||||
| Dividend rate | % | |||
The following table reflects additional information related to options:
| As of June 30, 2026 Service Conditions | ||||
| Unrecognized compensation cost | $ | |||
| Weighted-average service period for unrecognized compensation cost | ||||
| Grant date fair value of ESPPs | $ | $ | ||
Pre-Funded Warrants Issued in Connection with Service Agreement
The Company issued pre-funded warrants in connection with a service agreement. The pre-funded warrants are exercisable for shares of the Company’s Class A Common Stock at a nominal exercise price and vests in equal quarterly installments over a three-year period, subject to continued performance of services.
| Service Conditions | ||||||||
| Number | Weighted Average Exercise | |||||||
| Outstanding, December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ||||||||
| Outstanding, June 30, 2026 | $ | |||||||
The following table reflects additional information related to the pre-funded warrants:
| As of June 30, 2026 | ||||
| Service Conditions | ||||
| Unrecognized compensation cost | $ | |||
| Weighted-average service period for unrecognized compensation cost | ||||
| Grant date fair value of pre-funded warrants | $ | |||
26
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
18. Loss per Share
When taken together, an ExchangeCo Share and a share of the Company’s Class C Common Stock, as well as equity-classified pre-funded warrants with a nominal exercise price and that are exercisable, are economically similar to a share of the Company’s Class A Common Stock. As a result, the Company computed basic loss per share by dividing net loss attributable to the Company by the weighted-average number of the Company’s Class A Common Stock, ExchangeCo Shares, and pre-funded warrants issued and outstanding, excluding those held in escrow as these are contingently issuable shares and have been excluded from the calculation during the three and six months ended June 30, 2026, and 2025. Shares of the Company’s Class D Common Stock do not share in earnings and are not participating securities (i.e., non-economic shares) and therefore, have been excluded from the calculation of weighted-average number of shares outstanding.
Diluted loss per share is computed giving effect to all potentially dilutive shares. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive.
19. Commitments and Contingencies
The Company has non-cancelable contractual commitments of approximately $
Legal Proceedings
In the normal course of business, to facilitate transactions in services and products, the Company indemnifies certain parties. The Company has agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. Several of these agreements limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and its bylaws contain similar indemnification obligations to its agents.
Furthermore, many of the Company’s agreements with its customers and partners require the Company to indemnify them for certain intellectual property infringement claims against them, which would increase costs as a result of defending such claims, and may require that we pay significant damages if there were an adverse ruling in any such claims. Customers and partners may discontinue the use of the Company’s services and technologies as a result of injunctions or otherwise, which could result in loss of revenues and adversely impact the business.
It is not possible to make a reasonable estimate of the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. As of June 30, 2026, there were material indemnification claims that were probable or reasonably possible.
In September 2025, Decentric Europe B.V., a wholly owned subsidiary of Northern Data (“Decentric”), received a proposed decision from the Swedish Tax Agency (“STA”) concerning the deduction of input VAT claimed for the period January 2021 to June 2024. In the proposed decision, the STA asserted that certain activities performed at the Boden site constituted cryptocurrency mining activities that it considers to be outside the scope of VAT, and therefore proposed to deny the deduction of input VAT previously claimed. The proposed assessment amounted to approximately SEK
Northern Data has formally disputed the proposed decision and submitted a comprehensive response to the STA on December 1, 2025, supported by external tax, accounting and legal advisors. Northern Data’s position is that the relevant activities involved the provision of infrastructure and related services to third parties, which Northern Data management considers to constitute taxable supplies under Swedish VAT legislation. Northern Data management also considers that certain conclusions reflected in the proposed decision may have been drawn from incomplete operational data and assumptions that do not fully reflect the underlying commercial arrangements.
27
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
19. Commitments and Contingencies (Continued)
On March 30, 2026, the STA issued its final decision to Decentric, claiming a total amount of SEK
In its response on May 13, 2026, the STA stated that it will still consider Decentric’s request for deferral, and hold off on its mandatory reassessment of its final decision if Decentric files an appeal no later than May 19, 2026. Decentric filed an appeal within this deadline. The STA subsequently confirmed that Decentric may supplement its appeal by July 31, 2026. It further confirmed that until then it would hold off on its mandatory reassessment of the final decision. A deferral of payment was received on May 21, 2026 and the previous tax payment is in process of being repaid by the STA.
In March 2026, Hydro66 Svenska AB (“Hydro Svenska”), a wholly-owned indirect subsidiary of Northern Data, received a separate proposed decision covering the period January 2021 to September 2024 concerning the deduction of input VAT. The STA asserts that certain activities constituted cryptocurrency mining activities outside the scope of VAT and that Hydro66 Svenska had not supplied a taxable colocation service but instead a VAT exempt letting of premises. The STA therefore proposed to deny the deduction of input VAT previously claimed. The proposed assessment amounted to approximately SEK
As to each of the above matters, the Company believes it has meritorious defenses to the claims asserted and intends to defend itself vigorously. However, litigation is inherently unpredictable, and we cannot predict the outcome of these matters. At this time, we cannot reasonably estimate the possible loss or range of loss, if any, and accordingly no liability has been recorded, nor can the Company reliably determine the fair value of any asset or liability that may ultimately arise from these matters under the business combination accounting guidance. Accordingly, no additional liability has been recorded in the condense consolidated interim financial statements.
20. Fair Value Measurements
The following table summarizes the assets and liabilities measured at fair value on a recurring basis:
| Level 1 | Level 3 | Level 1 | Level 3 | Level 3 | Level 3 | |||||||||||||||||||
| Digital Assets | Digital Assets | Warrant Liability | Contingent Consideration Receivable | Funding Arrangement Derivative Asset | Derivative Liabilities | |||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Acquired/ issued in business combination | ||||||||||||||||||||||||
| Settlement through issuance of Class A Common Stock | ||||||||||||||||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Changes in currency translation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
28
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
20. Fair Value Measurements (Continued)
Digital assets
Digital assets arose from our bitcoin investment. Changes in fair value of digital assets reflect gains or losses arising from the remeasurement of our bitcoin investment based on an exchanged quoted price. Refer to Note 8.
Other digital assets include eIOU tokens which were acquired as part of the acquisition of NDAG (Note 3) and are classified within Level 3 of the fair value hierarchy.
Warrant liability
Warrant liability consists of warrants issued by the Company in public offerings, private placements, and forward purchase contracts. As of June 30, 2026 and December 31, 2025, the number of warrants outstanding was
Contingent consideration receivable
The contingent consideration receivable is recognized in connection with the acquisition of NDAG (Note 3) and is classified within Level 3 of the fair value hierarchy. The fair value is estimated using scenario-weighted income approach that reflects four outcome scenarios and incorporates key unobservable inputs including scenario weightings, estimated selling dates, estimated selling prices, forecasted net profits, as well as changes in key market data such as foreign exchange rates, and weighted average cost of capital.
Funding arrangement
The funding arrangement was was entered into in connection with the acquisition (Note 3) and is classified within Level 3 of the fair value hierarchy. The fair value was estimated using a two-step valuation approach consisting of a Monte Carlo Simulation (‘MCS’) analysis and a scenario-based probability-weighted analysis. The key level 3 inputs included expected equity volatility in the MCS analysis, and simulated stock price, the probability and amount of the funding arrangement qualifying for drawdown prior to its expiry on December 17, 2028, in the scenario-based probability-weighted analysis.
Derivative liabilities
The Company determined that the convertible notes payable have embedded derivatives and the liability is measured at fair value on a recurring basis and is classified within Level 3 of the fair value hierarchy.
| Share price | $ | |||
| EUR/USD FX rate | $ | |||
| Volatility | % | |||
| Risk-free rate | % | |||
| Credit spread | % | |||
| Risk-adjusted rate | % | |||
| Dividend rate | % | |||
| EURIBOR | forward curve data |
29
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
21. Credit and Concentration Risks
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to the credit risk resulting from the possibility that a customer or counterparty to a financial instrument defaults on their financial obligations or if there is a concentration of transactions carried out with the same counterparty. Financial instruments that potentially subject the Company to concentrations of credit risk include cash, cash equivalents, marketable securities and accounts receivable.
The Company’s cash and cash equivalents are held in reputable banks in its country of domicile and management believes the risk of loss to be remote. We maintain cash balances that exceed the insured limits by the Federal Deposit Insurance Corporation and the Canada Deposit Insurance Corporation.
The Company is exposed to credit risk in the event of default by its customers. Accounts receivables are recorded at the invoiced amount, do not bear interest, and do not require collateral. For the three months ended June 30, 2026, one customer accounted for $
22. Related Party Transactions
The Company’s related parties include directors, shareholders and key management.
The Company is party to a secondment arrangement under which certain members of key management personnel are assigned to perform services for a subsidiary. In connection with this arrangement, the Company paid payroll taxes of $
The Company entered into an advertising and marketing services agreement with Tether, under which Tether has committed to provide advertising services of $
Revenue recognized from Tether and its subsidiaries mainly relates to advertising and marketing services provided under this agreement as well as other services provided to Tether and its subsidiaries. The Company recognized revenue of $
On June 18, 2026, the Company issued a euro-denominated note payable to Tether, a related party. The note matures in years from issuance and bears interest at EURIBOR plus
30
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
22. Related Party Transactions (Continued)
The Company is the licensee under a limited-use license agreement with a significant shareholder under which it is provided, for nil consideration, certain source code that is used in operations.
The Company has a vendor relationship with Cosmic Inc. and Kosmik Development Skopje doo (“Cosmic”) to provide content moderation and software development services. Cosmic is controlled by Mr. Pavlovski and Mr. Milnes, each of whom holds a significant number of shares of the Company’s capital stock. The Company incurred related party expenses for these services of $
There were no other related party transactions during these periods.
23. Segment and Geographic Information
As discussed in Note 3, the Company closed the acquisition of NDAG on June 17, 2026. Since the acquisition recently closed, the Company’s chief operating decision maker (“CODM”) is still in the process of determining the information that will be reviewed on a regular basis in order to make resource allocation decisions. As a result, the Company currently operates as a single segment entity.
The following presents selected financial information with respect to the Company’s operating segment:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Expenses | ||||||||||||||||
| Programming and content | $ | $ | $ | $ | ||||||||||||
| Other cost of services | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Acquisition-related transaction costs | ||||||||||||||||
| Amortization and depreciation | ||||||||||||||||
| Changes in fair value of digital assets | ( | ) | ( | ) | ||||||||||||
| Total expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Changes in fair value of contingent consideration | ( | ) | ( | ) | ||||||||||||
| Changes in fair value of warrant liability | ( | ) | ( | ) | ||||||||||||
| Changes in fair value of derivative | ||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Deferred tax expense | ( | ) | ( | ) | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | ( | ) | |||||
31
RUM Group Inc.
Notes to the Condensed Consolidated Interim Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
For the three and six months ended June 30, 2026 and 2025
23. Segment and Geographic Information (Continued)
The following presents revenue by geographic region:
| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||
| Canada | ||||||||||||||||
| El Salvador | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
The Company tracks assets by physical location. Long-lived assets consists of property and equipment, net, and right-of-use assets, net, are shown below:
As of June 30, | As of December 31, | |||||||
| Sweden | $ | $ | ||||||
| Norway | ||||||||
| United Kingdom | ||||||||
| United States | ||||||||
| Portugal | ||||||||
| Other | ||||||||
| $ | $ | |||||||
24. Subsequent Events
On June 21, 2026 the Company exercised an option that had been acquired in the acquisition of NDAG (see Note 3) to purchase certain power generators for approximately $
The Company’s management reviewed all material events through August 10, 2026, and there were no material subsequent events other than those disclosed above.
32
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with RUM Group Inc’s (“RUM” or the “Company”) unaudited condensed consolidated interim financial statements and the related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report and those discussed in our other filings with the SEC. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period. Amounts are presented in U.S. dollars.
Overview
RUM Group Inc. (“RUM” or the “Company”) is a holding company that operates an online video platform and a cloud and AI infrastructure business. The Company’s video platform enables creators to manage, distribute, and monetize their content by connecting them with brands, publishers, and directly to their subscribers and followers. The Company’s cloud and AI infrastructure business provides compute, data center capacity, and related blockchain infrastructure services. Our registered office is 444 Gulf of Mexico Drive, Longboat Key, Florida, 34228. Our shares of Class A common stock and warrants are traded on The Nasdaq Global Market (“Nasdaq”) under the symbols “RUM” and “RUMBW”, respectively.
Significant Events and Transactions
On February 7, 2025, Tether, the largest company in the digital assets industry and the most widely used dollar stablecoin across the world, purchased 103,333,333 shares of the Company’s Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to the Company. As part of the closing of this transaction, the Company completed a tender offer to purchase 70,000,000 shares of its Class A Common Stock at a price of $7.50 per share for a total of $525 million, excluding fees and expenses related to the tender offer.
On November 10, 2025, the Company announced a $100 million advertising commitment from Tether, representing $50 million advertising commitment per year over a two-year period beginning in the first quarter of 2026.
On June 4, 2026, the Company announced that it had entered into a multi-year agreement under which Together AI will purchase dedicated GPU cloud capacity powered by NVIDIA HGX B300 systems.
On June 17, 2026, the Company announced the closing of the acquisition of Northern Data, a leading provider of AI and high-performance computing (HPC) infrastructure. Following the closing of this acquisition, the Company acquired approximately 85% of Northern Data’s outstanding shares. Refer to Note 3, Business Combinations, to our condensed consolidated interim financial statements included elsewhere in this Quarterly Report.
Given favorable market conditions and Northern Data’s reported near capacity GPU utilization, the Company and Tether mutually agreed not to enter into the customer agreement originally contemplated by the Tether transaction support agreement, dated November 10, 2025, by and between the Company and Tether, which would have provided for the purchase by Tether of GPU services in an amount up to $75 million per year over a two-year initial term at a fixed price per GPU hour, which price would have represented a significant discount to current prevailing GPU rates.
33
Revenues
We generate revenues from Audience Monetization and Other Initiatives.
Audience Monetization includes advertising fees on the Rumble platform; subscription fees earned primarily from consumer product offerings such as Rumble Premium; Locals and badges; revenues generated from content that is licensed by third parties; pay-per-view; and fees from tipping and platform hosting fees. Advertising fees are generated by delivering digital video and display advertisements as well as cost-per-message-read advertisements.
Other Initiatives includes digital advertisements that are placed on the Company’s network of third-party publisher websites or mobile applications; and cloud. Cloud includes cloud computing and infrastructure services, including colocation services, together with professional services and license agreements related to Rumble Player.
Refer to Note 2, Summary of Significant Accounting Policies, to the Company’s condensed consolidated interim financial statements included in the Quarterly Report and annual consolidated financial statements for the year ended December 31, 2025 (the “Annual Financial Statements”).
Expenses
Expenses primarily include cost of services, general and administrative, research and development, sales and marketing, acquisition-related transaction costs, amortization and depreciation, and change in fair value of digital assets. The most significant components of our expenses on an ongoing basis are programming and content, service provider costs, and staffing-related costs.
We expect to continue to invest substantial resources to support our growth and anticipate that each of the following categories of expenses will increase in absolute dollar amounts for the foreseeable future.
Cost of Services (Exclusive of Amortization and Depreciation)
Cost of services consists of costs related to obtaining, supporting and hosting the Company’s product offerings. These costs primarily include:
| ● | Programming and content costs related to compensation, including share-based compensation, from whom video and other content are licensed. These costs are paid to these providers based on revenues generated or in fixed amounts. In certain circumstances, we incur additional costs related to incentivizing top content creators to promote and join our platform; and |
| ● | Other cost of services, such as third-party service provider costs, including data center, power, networking and support service costs, as well as payment processing fees and costs paid to publishers. |
General and Administrative Expenses
General and administrative expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our executives and certain other employees. General and administrative expenses also include legal and professional fees, business insurance costs, operating lease costs and other costs. As a public company, we expect to continue to incur material costs related to compliance with applicable laws and regulations, including audit and accounting fees, legal, insurance, investor relations and other costs.
34
Research and Development Expenses
Research and development expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our employees on our engineering and development teams. Research and development expenses also include consultant fees related to our development activities to originate, develop and enhance our platforms.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our employees associated with our sales and marketing functions. Sales and marketing expenses also include consultant fees and direct marketing costs related to the promotion of our platforms and solutions. We expect our sales and marketing expenses to increase over time as we promote our platform and brand, increase marketing activities, and grow domestic and international operations.
Acquisition-related Transaction Costs
Acquisition-related transaction costs consist of professional fees and other expenses incurred in connection with acquisition-related initiatives.
Amortization and Depreciation
Amortization and depreciation represent the recognition of costs of assets used in operations, including property and equipment and intangible assets, over their estimated service lives.
Change in Fair Value of Digital Assets
Changes in fair value of digital assets reflect gains or losses arising from the remeasurement of our bitcoin investment.
Non-Operating Income and Other Items
Interest Income (Expense)
Interest income consists of interest earned on our cash and cash equivalents, which we invest in highly liquid instruments such as money market funds, treasury bills and term deposits, together with interest from other investment arrangements. Interest expense primarily relates to our note payable and other borrowing arrangements.
Other Income (Expense)
Other income (expense) consists of miscellaneous income earned and expenses incurred outside of the normal course of business as well as foreign exchange gains and losses on transactions denominated in currencies other than the respective entities’ functional currencies.
Change in Fair Value of Contingent Consideration
Change in fair value of contingent consideration reflects gains or losses arising from the periodic remeasurement of the contingent consideration receivable recognized in connection with the acquisition of Northern Data.
35
Change in Fair Value of Warrant Liability
We account for our outstanding warrants in accordance with ASC 815-40, under which the warrants issued in connection with the Business Combination do not meet the criteria for equity classification, and must be recorded as liabilities. As these warrants meet the definition of a liability under ASC 815, they are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable period of change.
Change in Fair Value of Derivative
The forward purchase contracts, as well as the embedded derivatives in both the notes payable and the funding arrangement, do not meet the criteria for equity classification and must be recorded as liabilities in accordance with guidance contained in ASC 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815-40”). Because these derivatives meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”), they are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement (“ASC 820”), with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable period of change.
Income Tax (Expense) Benefit
Income tax (expense) benefit consists of the estimated federal, state, and foreign income taxes incurred in the U.S. and other jurisdictions in which we operate.
Deferred Tax (Expense) Benefit
Deferred tax (expense) benefit represents the net change in our deferred tax assets and liabilities. It arises from temporary differences between the financial reporting bases and tax bases of assets and liabilities, as well as from net operating loss carryforwards and other tax attributes.
Key Business Metrics
To analyze our business performance, determine financial forecasts and help develop long-term strategic plans, we have historically used the key business metrics described below. See “Transition of Key Business Metrics” below for further information relating to our reporting of these metrics in future periods.
Monthly Active Users (“MAUs”)
We use MAUs as a measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis. MAUs represent the total web, mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base calculated from data provided by Google, a third-party analytics provider. Google defines “active users” as the “[n]umber of distinct users who visited your website or application.” We have used the Google analytics systems since we first began publicly reporting MAU statistics, and the resulting data have not been independently verified.
As of July 1, 2023, Universal Analytics (“UA”), Google’s analytics platform on which we historically relied for calculating MAUs using company-set parameters, was phased out by Google and ceased processing data. At that time, Google Analytics 4 (“GA4”) succeeded UA as Google’s next-generation analytics platform, which has been used to determine MAUs since the third quarter of 2023. Although Google has disclosed certain information regarding the transition to GA4, Google does not currently make available sufficient information relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs. Because Google has publicly stated that metrics in UA “may be more or less similar” to metrics in GA4, and that “[i]t is not unusual for there to be apparent discrepancies” between the two systems, we are unable to determine whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect, if any, on our reported MAUs. It is therefore possible that MAUs that we reported based on the UA methodology (“MAUs (UA)”) for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology (“MAUs (GA4)”) in subsequent periods.
36
MAUs (GA4) represent the total web, mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base calculated from data provided by Google. Connected TV users were not counted within MAUs within MAUs (UA) for periods prior to July 1, 2023, and we believe the number of such users was immaterial in those prior periods. We also believe that fewer than 1 million MAUs in the current period are from connected TV, making them similarly immaterial. Google’s parameters for measuring “active users” appear to exclude many, but not all, users who access content on Rumble through “embedded” videos on domains other than rumble.com, and we are unable to determine the exact number of users who access “embedded” content within our total number of MAUs. In addition, MAUs (GA4) may rely on statistical sampling and may be based on estimates of data that Google is missing “due to factors such as cookie consent.”
As with our earlier MAU reporting, there is a potential for minor overlap in the resulting data due to users who access Rumble’s content through the web, our mobile apps, and connected TVs in a given measurement period; however, given that we believe this minor overlap to be immaterial, we do not separately track or report “unique users” as distinct from MAUs. Our reported MAUs have not historically included users of Locals. However, starting in mid-May 2024, Locals users began using Rumble’s single sign-on technology to access their accounts, which we expected would reduce the number of Locals users not included in our MAU reporting. We also do not separately report the number of users who register for accounts in any given period, which is different from MAUs.
Like many other major online platforms, we rely on significant paid advertising in order to attract users to our platform; however, we cannot be certain that all or substantially all activity that results from such advertising is genuine. Spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute to some amount of overstatement of our performance indicators, including reporting of MAUs by Google. We continually seek to improve our ability to estimate the total number of spam-generated users, and we eliminate material activity that is substantially likely to be spam from the calculation of our MAUs. We will not, however, succeed in identifying and removing all spam.
On June 11, 2026, we implemented a consent management platform for users to decline tracking technologies and cookies, including for analytics purposes, in accordance with applicable privacy laws. As a result, the number of viewers we can directly measure in Google Analytics has been reduced. However, we enabled Google Consent Mode, which uses statistical modeling to estimate the activity of non-consenting users based on the observed behavior of consenting users and other signals, without the use of tracking cookies. Because our reported MAUs consist of directly measured users and modeled estimates as of that date, MAU figures for the three months ended June 30, 2026 and future periods may not be directly comparable to previously reported figures. The modeled component of our MAUs is inherently an estimate and is subject to limitations (e.g., we have limited visibility into, and do not independently verify, the methodology of Google Consent Mode’s behavioral modeling).
Our MAUs (GA4) were 57 million on average in the second quarter of 2026, an increase of 2% from the first quarter of 2026. We believe that the increase is driven by marketing investment in Rumble Shorts and international expansion.
37
Average Revenue Per User (“ARPU”)
We use ARPU as a measure of our ability to monetize our user base. Quarterly ARPU is calculated as quarterly Audience Monetization revenue divided by MAUs for the relevant quarter (as reported by Google Analytics). ARPU does not include Other Initiatives revenue.
ARPU was $0.48 in the second quarter of 2026, an increase of 20% from the first quarter of 2026. The increase from the first quarter of 2026 is attributable to higher advertising revenue.
We regularly review, have adjusted in the past, and may in the future adjust our processes for calculating our key business metrics to improve their accuracy, including through the application of new data or technologies or product changes that may allow us to identify previously undetected spam activity. As a result of such adjustments, our key business metrics may not be comparable period-over-period.
Transition of Key Business Metrics
Historically, we have reported MAUs and ARPU as key operating metrics for our video business. We use MAUs as a measure of audience engagement to understand the volume of users engaged with our content on a monthly basis. MAUs represent the total web, mobile app, and connected TV users of Rumble for each month, calculated from data provided by Google, a third-party analytics provider. We use ARPU as a measure of our ability to monetize our user base. Quarterly ARPU is calculated as quarterly Audience Monetization revenue divided by MAUs for the relevant quarter (as reported by Google Analytics) and does not include Other Initiatives revenue.
With the completion of our acquisition of Northern Data AG on June 17, 2026, the Company has taken a major step toward becoming a significant participant in the AI infrastructure business, and now operates two distinct businesses: our video platform (“Rumble”) and our AI and cloud infrastructure business (“Quake AI”). While both businesses are core to the Company’s strategy, their economics and capital profiles are materially different, including different revenue models and capital requirements. As a result, the manner in which management evaluates the Company’s business has changed, and management has determined that consolidated audience-based metrics such as MAUs and ARPU are no longer meaningful measures of the Company’s overall performance.
Accordingly, the Company will report MAUs and ARPU as key business metrics for the last time for the quarterly period ended June 30, 2026. Beginning with our third fiscal quarter of 2026, the Company intends to present its results of operations for each of its two businesses, Rumble and Quake AI, on a revenue and operating-income basis. Management believes this presentation will align the Company’s external reporting with the manner in which management now operates the business, and reflects the management team’s focus on profitable growth across the two business units. As the AI infrastructure business scales, the Company will evaluate and introduce additional operating metrics as appropriate.
38
Results of Operations
The following table sets forth our results of operations data for the periods presented:
Comparisons for three months ended June 30, 2026 and 2025:
The following table sets forth our unaudited condensed consolidated interim statements of operations for the three months ended June 30, 2026 and 2025 and the dollar and percentage change between the two periods:
| For the three months ended June 30, | 2026 | 2025 | Variance ($) | Variance (%) | ||||||||||||
| Revenues | $ | 40,366,736 | $ | 25,084,631 | $ | 15,282,105 | 61 | % | ||||||||
| Expenses | ||||||||||||||||
| Cost of services (content, hosting and other) | $ | 30,607,067 | $ | 26,542,307 | $ | 4,064,760 | 15 | % | ||||||||
| General and administrative | 16,327,551 | 11,666,331 | 4,661,220 | 40 | % | |||||||||||
| Research and development | 6,795,275 | 4,825,884 | 1,969,391 | 41 | % | |||||||||||
| Sales and marketing | 10,379,335 | 7,891,526 | 2,487,809 | 32 | % | |||||||||||
| Acquisition-related transaction costs | 28,314,638 | 2,388,105 | 25,926,533 | 1,086 | % | |||||||||||
| Amortization and depreciation | 16,289,896 | 3,602,160 | 12,687,736 | 352 | % | |||||||||||
| Changes in fair value of digital assets | 2,435,937 | (5,192,441 | ) | 7,628,378 | (147 | )% | ||||||||||
| Total expenses | 111,149,699 | 51,723,872 | 59,425,827 | 115 | % | |||||||||||
| Loss from operations | (70,782,963 | ) | (26,639,241 | ) | (44,143,722 | ) | 166 | % | ||||||||
| Interest income | 742,622 | 2,898,945 | (2,156,323 | ) | (74 | )% | ||||||||||
| Other expense | (4,831,299 | ) | (22,773 | ) | (4,808,526 | ) | 21,115 | % | ||||||||
| Change in fair value of contingent consideration | (486,931 | ) | - | (486,931 | ) | *NM | ||||||||||
| Change in fair value of warrant liability | (5,672,458 | ) | (6,461,861 | ) | 789,403 | (12 | )% | |||||||||
| Change in fair value of derivative | 283,991 | - | 283,991 | *NM | ||||||||||||
| Loss before income taxes | (80,747,038 | ) | (30,224,930 | ) | (50,522,108 | ) | 167 | % | ||||||||
| Income tax expense | (184,149 | ) | - | (184,149 | ) | *NM | ||||||||||
| Deferred tax expense | (3,998 | ) | - | (3,998 | ) | *NM | ||||||||||
| Net loss | $ | (80,935,185 | ) | $ | (30,224,930 | ) | $ | (50,710,255 | ) | 168 | % | |||||
| * | NM - Percentage change not meaningful. |
Revenues
Revenues increased by $15.3 million to $40.4 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, of which $5.6 million was attributable to an increase in Audience Monetization revenues and $9.7 million attributed to higher Other Initiatives revenues. The increase in Audience Monetization revenues was driven by $5.9 million in advertising revenue and $0.2 million from licensing and platform hosting fees, offset by a $0.5 million decrease in subscription revenue. The increase in Other Initiatives revenue was due to the acquisition of Northern Data, which from the date of acquisition contributed $10.1 million from cloud computing and colocation services. Excluding Northern Data, Other Initiatives revenue decreased by $0.4 million, reflecting reduced advertising inventory being monetized by our publisher network and a decline in cloud services revenue.
Cost of Services
Cost of services increased by $4.1 million to $30.6 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was driven by $2.1 million of higher programming and content costs and $2.5 million of incremental data center-related expenses associated with the acquisition of Northern Data, partially offset by a $0.5 million decrease in other cost of services.
39
General and Administrative Expenses
General and administrative expenses increased by $4.7 million to $16.3 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was driven by the acquisition of Northern Data, which contributed $5.0 million of payroll and related expenses and other administrative costs. Excluding Northern Data, the remaining variance reflects a $0.9 million increase in payroll and related expenses and a $0.4 million increase in other administrative costs, partially offset by a $1.6 million decrease in professional fees.
Research and Development Expenses
Research and development expenses increased by $2.0 million to $6.8 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was due to an increase in payroll and related expenses of $1.1 million and higher costs associated with computer software, hardware, and other expenditures used in research and development-related activities of $0.9 million.
Sales and Marketing Expenses
Sales and marketing expenses increased by $2.5 million to $10.4 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was attributable to higher marketing and public relations spend of $1.2 million, increased payroll and related expenses of $1.1 million, and other sales and marketing-related expenditures of $0.2 million.
Acquisition-related Transaction Costs
Acquisition-related transaction costs increased by $ 25.9 million to $28.3 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase is driven by professional fees and other expenses incurred in connection with acquisition-related initiatives.
Amortization and Depreciation
Amortization and depreciation increased by $12.7million to $14.9 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase is driven by $12.1 million of additional depreciation and amortization directly related to the Northern Data acquisition, as well as $0.4 million from depreciation on our property and equipment as we continue to build out our infrastructure and $0.2 million increase in amortization from intangible assets.
Change in Fair Value of Digital Assets
Change in fair value of digital assets expense increased by $7.6 million to $2.4 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The change in fair value of digital assets reflects the remeasurement of our bitcoin investment to its fair value at each reporting period.
Interest Income
Interest income decreased by $2.2 million to $0.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was due to a $1.2 million reduction in interest income from the Company’s investments in money market funds, treasury bills, and term deposits, with the remaining variance attributable to interest expense on notes payable, partially offset by additional interest income generated in connection with the acquisition of Northern Data.
Other Expense
Other expense increased by $4.8 million to $4.8 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was driven by foreign currency fluctuations arising from the remeasurement of monetary balances denominated in currencies other than the respective entities’ functional currencies.
Change in Fair Value of Contingent Consideration
Change in fair value of contingent consideration expense decreased by $0.5 million to $0.5 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The change in fair value of contingent consideration reflects the remeasurement of contingent consideration receivable recognized in connection with the Northern Data acquisition at each reporting period.
40
Change in Fair Value of Warrant Liability
Change in fair value of warrant liability decreased by $0.8 million, resulting in a loss of $5.7 million for the three months ended June 30, 2026. The warrant liability arose in connection with the warrants offered as part of the Business Combination. As these warrants meet the classification of a financial liability in accordance with ASC 815-40, the related warrant liability was measured at its fair value, determined in accordance with ASC 820, at each reporting period. The fair value of this warrant liability was measured using the fair value of the Company’s warrants listed on the Nasdaq. The decrease in the change in fair value of warrant liability was directly attributable to changes in the trading price of the Company’s warrants.
Change in Fair Value of Derivative
Change in fair value of derivative increased by $0.3 million, resulting in a gain of $0.3 million for the three months ended June 30, 2026. The derivative arose in connection with the embedded derivatives in both the notes payable and the funding arrangement. As the embedded derivatives meet the classification of a financial liability in accordance with ASC 815-40, the related derivatives were measured at its fair value, determined in accordance with ASC 820, at each reporting period. The increase in the change in fair value of the derivative reflects the remeasurement of these derivatives during the period.
Comparisons for six months ended June 30, 2026 and 2025:
The following table sets forth our unaudited condensed consolidated interim statements of operations for the six months ended June 30, 2026 and 2025 and the dollar and percentage change between the two periods:
| For the six months ended June 30, | 2026 | 2025 | Variance ($) | Variance (%) | ||||||||||||
| Revenues | $ | 65,826,532 | $ | 48,791,421 | $ | 17,035,111 | 35 | % | ||||||||
| Expenses | ||||||||||||||||
| Cost of services (content, hosting and other) | $ | 57,604,250 | $ | 56,578,481 | $ | 1,025,769 | 2 | % | ||||||||
| General and administrative | 26,724,111 | 28,300,054 | (1,575,943 | ) | (6 | )% | ||||||||||
| Research and development | 12,535,189 | 9,614,995 | 2,920,194 | 30 | % | |||||||||||
| Sales and marketing | 18,911,816 | 11,530,452 | 7,381,364 | 64 | % | |||||||||||
| Acquisition-related transaction costs | 33,161,645 | 2,388,105 | 30,773,540 | 1,289 | % | |||||||||||
| Amortization and depreciation | 20,267,766 | 6,894,869 | 13,372,897 | 194 | % | |||||||||||
| Changes in fair value of digital assets | 6,501,540 | (3,493,025 | ) | 9,994,565 | (286 | )% | ||||||||||
| Total expenses | 175,706,317 | 111,813,931 | 63,892,386 | 57 | % | |||||||||||
| Loss from operations | (109,879,785 | ) | (63,022,510 | ) | (46,857,275 | ) | 74 | % | ||||||||
| Interest income | 2,628,065 | 5,083,231 | (2,455,166 | ) | (48 | )% | ||||||||||
| Other expense | (4,867,685 | ) | (47,377 | ) | (4,820,308 | ) | 10,174 | % | ||||||||
| Change in fair value of contingent consideration | (486,931 | ) | - | (486,931 | ) | *NM | ||||||||||
| Change in fair value of warrant liability | 1,327,928 | 15,442,843 | (14,114,915 | ) | (91 | )% | ||||||||||
| Change in fair value of derivative | 283,991 | 9,700,000 | (9,416,009 | ) | (97 | )% | ||||||||||
| Loss before income taxes | (110,994,417 | ) | (32,843,813 | ) | (78,150,604 | ) | 238 | % | ||||||||
| Income tax expense | (207,140 | ) | (31,310 | ) | (175,830 | ) | 562 | % | ||||||||
| Deferred tax expense | (3,998 | ) | - | (3,998 | ) | *NM | ||||||||||
| Net loss | $ | (111,205,555 | ) | $ | (32,875,123 | ) | $ | (78,330,432 | ) | 238 | % | |||||
| * | NM - Percentage change not meaningful. |
41
Revenues
Revenues increased by $17.0 million to $ 65.8 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, of which $8.1 million was attributable to an increase in Audience Monetization revenues and $8.9 million attributed to higher Other Initiatives revenues. The increase in Audience Monetization revenues was driven by $7.0 million in advertising revenue, $0.8 million higher subscription revenue, and $0.3 million from licensing and platform hosting fees. The increase in Other Initiatives revenue was due to the acquisition of Northern Data, which from the date of acquisition contributed $10.1 million from cloud computing and colocation services. Excluding Northern Data, Other Initiatives revenue decreased by $1.2 million related to the reduction in advertising inventory being monetized by our publisher network.
Cost of Services
Cost of services increased by $1.0 million to $57.6 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was attributable to $2.5 million of incremental data center-related expenses associated with the acquisition of Northern Data, partially offset by a $1.5 million decrease in programming, content, and other cost of services.
General and Administrative Expenses
General and administrative expenses decreased by $1.6 million to $26.7 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease was primarily driven by a $5.8 million reduction in payroll and related expenses and a $2.0 million reduction in professional fees, partially offset by a $1.2 million increase in other administrative expenses. The decrease in payroll and related expense was attributable to the absence of prior-year one-time items, including a one-time $4.8 million increase in compensation costs related to the departures of an executive and a director; a one-time $2.3 million increase in payroll taxes associated with stock options exercised related to the tender offer in the first quarter of 2025 stemming from the strategic investment from Tether; offset by a $1.7 million decrease in share-based compensation in the first quarter of 2025 related to contingent shares issued in connection with the Callin acquisition. The remaining variance was attributable to lower payroll and related expenses. Additionally, the decrease in general and administrative expenses was partially offset by the acquisition of Northern Data, which contributed $4.5 million of payroll and related expenses and other administrative costs.
Research and Development Expenses
Research and development expenses increased by $2.9 million to $12.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was due to an increase in payroll and related expenses of $1.7 million and higher costs associated with computer software, hardware, and other expenditures used in research and development-related activities of $1.2 million.
Sales and Marketing Expenses
Sales and marketing expenses increased by $7.4 million to $19.0 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was attributable to higher marketing and public relations spend of $5.0 million as well as an increase in payroll and related expenses of $2.4 million.
Acquisition-related Transaction Costs
Acquisition-related transaction costs increased by $30.8 million to $33.2 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was driven by professional fees and other expenses incurred in connection with acquisition-related initiatives.
42
Amortization and Depreciation
Amortization and depreciation increased by $13.4 million to $20.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was driven by $12.1 million of additional depreciation and amortization directly related to the Northern Data acquisition, as well as $1.0 million from depreciation on our property and equipment as we continue to build out our infrastructure and $0.3 million increase in amortization from intangible assets.
Change in Fair Value of Digital Assets
Change in fair value of digital assets increased by $10.0 million to $6.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The change in fair value of digital assets reflects the remeasurement of our Bitcoin investment to its fair value at each reporting period.
Interest Income
Interest income decreased by $2.5 million to $2.6 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease was due to a $1.5 million reduction in interest income from the Company’s investments in money market funds, treasury bills, and term deposits, with the remaining variance attributable to interest expense on notes payable, partially offset by additional interest income generated in connection with the acquisition of Northern Data.
Other Expense
Other expense increased by $4.8 million to $4.9 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was driven by foreign currency fluctuations arising from the remeasurement of monetary balances denominated in currencies other than the respective entities’ functional currencies.
Change in Fair Value of Contingent Consideration
Change in fair value of contingent consideration expense decreased by $0.5 million to $0.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The change in fair value of contingent consideration reflects the remeasurement of contingent consideration receivable recognized in connection with the Northern Data acquisition at each reporting period.
Change in Fair Value of Warrant Liability
Change in fair value of warrant liability decreased by $14.1 million, resulting in a gain of $1.3 million for the six months ended June 30, 2026. The warrant liability arose in connection with the warrants offered as part of the Business Combination. As these warrants meet the classification of a financial liability in accordance with ASC 815-40, the related warrant liability was measured at its fair value, determined in accordance with ASC 820, at each reporting period. The fair value of this warrant liability was measured using the fair value of the Company’s warrants listed on the Nasdaq. The decrease in the change in fair value of warrant liability was directly attributable to changes in the trading price of the Company’s warrants.
Change in Fair Value of Derivative
Change in fair value of derivative decreased by $9.4 million, resulting in a gain of $1.6 million for the six months ended June 30, 2026, compared to a gain of $9.7 million for the six months ended June 30, 2025. The decrease reflects a gain in the current period on the remeasurement the embedded derivatives in both the notes payable and the funding arrangement, compared to a gain in the prior-year period on the remeasurement of derivatives associated with forward purchase contracts entered into in connection with the Tether transaction, each classified as a financial liability under ASC 815-40 and measured at fair value in accordance with ASC 820.
43
Liquidity and Capital Resources
Our principal sources of liquidity are cash on hand and funds previously raised. The primary short-term requirements for liquidity and capital are to fund general working capital and capital expenditures.
As of June 30, 2026, our cash and cash equivalents balance was $203.3 million. Cash and cash equivalents consist of cash on deposit with banks and amounts held in money market funds, treasury bills, and term deposits.
Our corporate treasury diversification strategy, under which we allocate a portion of excess cash reserves to bitcoin, reflects management’s view of bitcoin as a strategic asset and supports the Company’s broader expansion into cryptocurrency-related activities. From a liquidity and capital resources standpoint, we consider our bitcoin holdings to be part of our pool of liquid assets that can be deployed, together with cash and cash equivalents, to fund operations and strategic initiatives as needed. As of June 30, 2026, our bitcoin holdings were valued at $17.2 million and consisted of 293.14 bitcoin. Other digital assets held by the Company are generally not intended to be used as near-term sources of liquidity and are therefore excluded from this liquidity analysis.
As we have consistently stated, we are using a substantial portion of funds to acquire content by providing economic incentives to a small number of content creators. As of June 30, 2026, we had entered into programming and content agreements with a minimum contractual cash commitment of approximately $32 million. A significant amount of these minimum contractual cash commitments will be paid over 12 to 24 months, commencing in 2026.
In addition, as our cloud infrastructure business continues to grow, we expect to undertake additional capital investments over time to support our operational and strategic objectives in this area.
The following table presents a summary of the unaudited condensed consolidated interim statements of cash flows for the six months ended June 30, 2026 and 2025.
| Six months ended June 30, | ||||||||||||
| Net cash provided by (used in): | 2026 | 2025 | Variance ($) | |||||||||
| Operating activities | $ | (66,145,380 | ) | $ | (30,376,137 | ) | $ | (35,769,243 | ) | |||
| Investing activities | 5,026,158 | (20,752,005 | ) | 25,778,163 | ||||||||
| Financing activities | 26,066,401 | 220,919,580 | (194,853,179 | ) | ||||||||
Operating Activities
Net cash used in operating activities for the six months ended June 30, 2026 primarily consisted of net loss adjusted for certain non-cash items, including $20.3 million in amortization and depreciation, $12.4 million in share-based compensation, $6.5 million in losses from changes in the fair value of digital assets, $5.7 million in unrealized foreign exchange losses, $3.7 million in non-cash lease expense, $1.0 million in provision for credit losses and $0.5 million in losses from changes in the fair value of contingent consideration, partially offset by $0.3 million in gains from changes in the fair value of derivatives, $1.5 million in net trade and barter revenue and expense and $1.3 million in gains from changes in the fair value of warrants, as well as changes in operating assets and liabilities. The increase in net cash used in operating activities during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was due to changes in net loss adjusted for certain non-cash items, offset in part by changes in operating assets and liabilities, as well as the inclusion of Northern Data’s operating results and working capital balances following the acquisition.
Investing Activities
Net cash provided by investing activities for the six months ended June 30, 2026 consisted of $51.0 million in cash acquired in connection with the acquisition of Northern Data, offset by $43.2 million in purchases of capital assets and $2.8 million in purchases of intellectual property. The decrease in net cash provided by investing activities during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was due to cash acquired in connection with the acquisition of Northern Data, partially offset by an increase in purchases of capital assets and purchases of intellectual property.
44
Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2026 consisted of the issuance of $36.2 million in pre-funded warrants to purchase shares of Class A Common Stock, completed in connection with the acquisition of Northern Data. The transaction incurred $11.5 million in share issuance costs. Additionally, the net cash provided by financing activities includes $2.9 million from proceeds related to stock options exercised and employee stock purchase plan contributions, offset by $1.5 million in taxes paid from the net share settlement of share-based compensation. The decrease in net cash provided by financing activities compared to the six months ended June 30, 2025 was due to the proceeds from the strategic investment from Tether in the prior year period, partially offset by the proceeds from the issuance of pre-funded warrants in connection with the acquisition of Northern Data as well as the proceeds from stock options exercised and employee stock purchase plan contributions.
Summary of Quarterly Results
Information for the most recent quarters presented are as follows:
| June 30, 2026 | Mar 31, 2026 | Dec 31, 2025 | Sep 30, 2025 | |||||||||||||
| Total revenue | $ | 40,366,736 | $ | 25,459,796 | $ | 27,068,454 | $ | 24,762,445 | ||||||||
| Net loss | $ | (80,935,185 | ) | $ | (30,270,370 | ) | $ | (32,693,477 | ) | $ | (16,261,762 | ) | ||||
| Jun 30, 2025 | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | |||||||||||||
| Total revenue | $ | 25,084,631 | $ | 23,706,790 | $ | 30,228,287 | $ | 25,056,904 | ||||||||
| Net loss | $ | (30,224,930 | ) | $ | (2,650,193 | ) | $ | (236,752,626 | ) | $ | (31,539,413 | ) | ||||
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use certain non-U.S. GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-U.S. GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. We use the non- U.S. GAAP financial measure of Adjusted EBITDA, which is defined as net income (loss) excluding interest income (expense), net, other income (expense), net, provision for income taxes, depreciation and amortization, share-based compensation expense, acquisition-related transaction costs, change in fair value of warrants, change in fair value of digital assets, and change in the fair value of derivative. The Company’s management believes that it is important to consider Adjusted EBITDA, in addition to net income (loss), as it helps identify trends in our business that could otherwise be masked by the effect of the gains and losses that are included in net income (loss) but excluded from Adjusted EBITDA.
45
Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest U.S. GAAP equivalent. As a result of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other financial results presented in accordance with U.S. GAAP. The following table presents a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, to Adjusted EBITDA:
Reconciliation of Adjusted EBITDA
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss | $ | (80,935,185 | ) | $ | (30,224,930 | ) | $ | (111,205,555 | ) | $ | (32,875,123 | ) | ||||
| Adjustments: | ||||||||||||||||
| Amortization and depreciation | 16,289,896 | 3,602,160 | 20,267,766 | 6,894,869 | ||||||||||||
| Share-based compensation expense | 7,130,217 | 5,379,294 | 12,364,333 | 14,064,097 | ||||||||||||
| Interest income | (742,622 | ) | (2,898,945 | ) | (2,628,065 | ) | (5,083,231 | ) | ||||||||
| Other expense | 4,831,299 | 22,773 | 4,867,685 | 47,377 | ||||||||||||
| Income tax expense | 184,149 | - | 207,140 | 31,310 | ||||||||||||
| Deferred tax expense | 3,998 | - | 3,998 | - | ||||||||||||
| Change in fair value of warrants liability | 5,672,458 | 6,461,861 | (1,327,928 | ) | (15,442,843 | ) | ||||||||||
| Change in fair value of contingent consideration | 486,931 | - | 486,931 | - | ||||||||||||
| Change in fair value of digital assets | 2,435,937 | (5,192,441 | ) | 6,501,540 | (3,493,025 | ) | ||||||||||
| Change in fair value of derivative | (283,991 | ) | - | (283,991 | ) | (9,700,000 | ) | |||||||||
| Acquisition-related transaction costs | 28,314,638 | 2,388,105 | 33,161,645 | 2,388,105 | ||||||||||||
| Adjusted EBITDA | $ | (16,612,275 | ) | $ | (20,462,123 | ) | $ | (37,584,501 | ) | $ | (43,168,464 | ) | ||||
Critical Accounting Policies and Estimates
We prepare our unaudited condensed consolidated interim financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of the unaudited condensed consolidated interim financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We evaluate our estimates on a continuous basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.
We believe that the following key accounting policies require significant judgments and estimates used in the preparation of our unaudited condensed consolidated interim financial statements. Critical accounting policies and estimates are those that we consider the most important to the portrayal of our financial condition and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. Accordingly, we believe that these are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.
For further information on the summary of significant accounting policies and the effect on our unaudited condensed consolidated interim financial statements, see Note 2, Summary of Significant Accounting Policies, to the Annual Financial Statements.
Acquisitions (Business Combination vs Asset Acquisition)
The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction would be accounted for as an asset acquisition. If not, the Company would apply its judgment to determine whether the acquired net assets meet the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs.
Property and Equipment and Intangible Assets
The Company acquired property and equipment as well as intangible assets in connection with the acquisition of Northern Data. A valuation was performed to determine the estimated fair value of these assets related to the acquisition. Judgment is required to estimate the fair value of these property and equipment and identifiable intangible assets. We may use quoted market prices, prices for similar assets, present value techniques, and other valuation techniques to prepare these estimates. We may need to make estimates of future cash flows and discount rates as well as other assumptions in order to implement these valuation techniques. Due to the degree of judgment involved in our estimation techniques, our estimate may result in significant differences in the estimation of fair value.
46
Contingent Consideration Receivable
In connection with the acquisition of Northern Data, the Company recognized a contingent consideration. A valuation was performed to determine the estimated fair value of the contingent consideration receivable using a scenario-weighted income approach that reflects four outcome scenarios and incorporates key unobservable inputs including scenario weightings, estimated selling dates, estimated selling prices, forecasted net profits, as well as changes in key market data such as foreign exchange rates, and weighted average cost of capital. Because these estimates require significant judgment in selecting and applying the underlying assumptions, the resulting fair value measurement may differ materially from the actual amounts ultimately realized.
Notes Payable and Derivative Liability
The Company issued a euro-denominated note payable to Tether that contains a conversion feature, which was assessed as an embedded derivative requiring bifurcation from the host contract. The fair values of both the note and the related derivative were estimated using a binomial lattice model based on a modified Cox-Ross-Rubinstein framework. Because these valuation techniques involve significant judgment in the selection of assumptions and inputs, the resulting estimates of fair value could differ materially from actual outcomes.
Share-based Compensation
The Company issues equity awards such as stock options and restricted stock units to certain of its employees, directors, officers and consultants. We account for equity awards by recognizing the fair value of share-based compensation expense on a straight-line basis over the service period of the award.
For equity awards with a service condition, the fair value is estimated on the grant date using the Black-Scholes option pricing model, which takes into account the following inputs: stock price, expected term, volatility, and risk-free interest rate.
For equity awards with a market condition, the fair value is estimated on the grant date using a Monte Carlo simulation methodology that includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. Changes in the estimated inputs or using other option valuation methods may result in materially different option values and share-based compensation expense.
For equity awards with a performance condition, the Company assesses the likelihood of the performance condition underlying an award being met and recognizes a share-based compensation expense associated with that award only if it is probable the performance condition will be met. Where the performance condition underlying an award is a change in control, the Company would consider the performance condition to be probable only when it occurs.
Income Taxes
The Company is subject to income taxes in the United States and other foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws.
Uncertain tax positions are accounted for using a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain income tax positions. The Company reviews its nexus in various tax jurisdictions and the Company’s tax positions related to all open tax years for events that could change the status of its tax liability, if any, or require an additional liability to be recorded. Such events may be the resolution of issues raised by a taxing authority, expiration of the statute of limitations for a prior open tax year or new transactions for which a tax position may be deemed to be uncertain. Those positions, for which management’s assessment is that there is more than a 50 percent probability of sustaining the position upon challenge by a taxing authority based upon its technical merits, are subjected to the measurement criteria.
47
Trade and Barter Transactions
The Company engages in trade and barter transactions whereby the Company and its counterparty exchange media campaigns or other promotional services. The Company reviews each transaction to ensure the advertising it receives has economic substance and records revenue in an amount equal to the fair value of the products and services received unless this is not reasonable to estimate, in which case the consideration is measured based on the standalone selling price of the advertising inventory promised or delivered to the customer. Trade and barter revenue is recognized when the performance obligation is fulfilled and follows the same pattern of recognition as the Company’s normal advertising revenue. Trade and barter expense is recorded when goods or services are consumed. The trade and barter expense is recorded in sales and marketing expenses in the unaudited condensed consolidated interim statements of operations.
New Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies, to our Annual Financial Statements for the years ended December 31, 2025 and 2024.
JOBS Act Accounting Election
We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We intend to elect to adopt new or revised accounting standards under private company adoption timelines. Accordingly, the timing of our adoption of new or revised accounting standards will not be the same as other public companies that are not emerging growth companies or that have opted out of using such extended transition period and our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks as part of our ongoing business operations.
Credit and Concentration Risk
We are exposed to credit risk on our cash, cash equivalents, and accounts receivable. We place cash and cash equivalents with financial institutions with high credit standing, and we place excess cash in money market funds, treasury bills, and term deposits. We are exposed to credit risk on our accounts receivable in the event of default by a customer. We bill our customers under customary payment terms and review customers for their creditworthiness. The term between invoicing and payment due date is not significant. For the three months ended June 30, 2026, one customer accounted for $6,730,859 or 10% of the Company’s total revenue. For the three months ended June 30, 2025, no one single customer accounted for 10% or more of the Company’s total revenue. As of June 30, 2026, three customers accounted for 51% of the Company’s total accounts receivable. As of December 31, 2025, no single customer represented 10% or more of the Company’s total accounts receivable.
Interest Rate Risk
We are exposed to interest rate risk on our cash and cash equivalents. As of June 30, 2026, we had cash and cash equivalents of $203.3 million, consisting of investments in money market funds, treasury bills, and term deposits for which the fair market value would be affected by changes in the general level of interest rates. However, due to the short-term maturities and the low-risk profile of our investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of our cash, cash equivalents and marketable securities.
48
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report. Based on this review and evaluation, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information required by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
On June 17, 2026, we completed the acquisition of Northern Data, as a result of which we acquired approximately 85% of Northern Data’s outstanding shares (see Note 3 to the condensed consolidated interim financial statements for additional information). Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year following the acquisition while integrating the acquired business. Accordingly, we have excluded Northern Data from our assessment of disclosure controls and procedures and internal control over financial reporting for the period covered by this report. We are in the process of integrating Northern Data into our internal control over financial reporting framework and expect to complete that integration within one year of the closing of the acquisition date.
Changes in Internal Controls over Financial Reporting
Except as noted above with respect to the Northern Data acquisition, there were no changes in our internal control over financial reporting during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
49
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are, and from time to time may become, involved in various legal proceedings arising in the normal course of our business activities, such as copyright infringement and tort claims arising from user-uploaded content, patent infringement claims, breach of contract claims, government demands, putative class actions based upon consumer protection or privacy laws and other matters. The amounts that may be recovered in such matters may be subject to insurance coverage.
Proceedings as Plaintiff
In January 2021, we filed an antitrust lawsuit against Google in the U.S. District Court for the Northern District of California, alleging that Google unlawfully gives an advantage to its YouTube platform over Rumble in search engine results and in the mobile phone market. The lawsuit seeks compensatory damages and injunctive relief. In June 2021, Google filed a partial motion to dismiss the lawsuit and a motion to strike; in July 2022, the court denied Google’s motion. Discovery has concluded, and the court heard argument on Google’s motion for summary judgment in February 2025. The trial was scheduled for July 7, 2025. On May 21, 2025, the court granted Google’s motion for summary judgment on statute of limitations grounds and dismissed the case. The Company filed a notice of appeal to the U.S. Court of Appeals for the Ninth Circuit. In addition, the Company filed a notice of motion for an indicative ruling on a request for recusal and reassignment on the grounds that the District Court’s impartiality might reasonably be questioned in light of newly discovered facts. The District Court deferred to rule on that motion, leaving it to the Ninth Circuit Court of Appeals to render its determination. A determination has not yet been rendered.
In May 2024, we filed a second antitrust lawsuit against Google in the U.S. District Court for the Northern District of California related to Google’s monopolization of the online advertising market. This lawsuit is separate and distinct from the self-preferencing lawsuit filed in January 2021. The lawsuit seeks compensatory damages and injunctive relief. In August 2024, we filed an amended complaint, and in September 2024, Google filed a motion to dismiss. In December 2024, the U.S. Judicial Panel on Multidistrict Litigation (JPML) transferred the case to the existing proceeding, In re: Google Digital Advertising Antitrust Litigation (JPML No. 3010). After common questions of fact are resolved in the Multidistrict Litigation proceeding, this case would be transferred back to the Northern District of California for trial. A second amended complaint was filed in April 2025. Google sought leave to file a motion to dismiss, which motion was filed on August 1, 2025. The Company’s response to such motion to dismiss was filed on October 3, 2025. In January 2026, the Court granted in part and denied in part Google’s motion. The Company filed a third amended complaint, which Google answered in March 2026. The case is ongoing and is now in discovery.
Along with co-plaintiff Eugene Volokh, in December 2022, we filed a lawsuit in the U.S. District Court for the Southern District of New York to block the enforcement of New York State’s Social Media Law. In February 2023, the court granted our motion for a preliminary injunction, halting enforcement of the law. The New York Attorney General appealed that decision to the U.S. Court of Appeals for the Second Circuit. In its decision, the court certified certain questions regarding the interpretation of the law to the New York Court of Appeals. The Company’s brief was filed with the State of New York Court of Appeals on February 4, 2026. In June 2026, the State of New York Court of Appeals sided with the lower state court’s interpretation of the statute. The Company has submitted a supplemental letter brief to the Second Circuit.
In November 2024, we filed a lawsuit against the California Attorney General and Secretary of State in the U.S. District Court for the Eastern District of California to enjoin the enforcement of AB 2655, a recently enacted state law regulating online platforms. The law would require online platforms to receive reports about posts related to elections, public officials, and candidates for office that are deemed “materially deceptive,” then remove or label the content. Our lawsuit was consolidated with similar lawsuits filed by other affected online platforms and content creators, and the state of California has agreed to enjoin the enforcement of the law during the initial phases of the litigation. The plaintiffs’ summary judgment motions were filed on March 7, 2025. A further stay of enforcement was issued by the court through October 25, 2025. The summary judgment hearing took place on August 5, 2025. The judge granted our summary judgment motion from the bench. He ruled that Section 230 preempted all of AB 2655 and subsequently issued a permanent injunction against the enforcement of AB2655. The state of California filed its appeal brief on January 12, 2026, to which the Company filed its response on March 11, 2026. The case is ongoing.
50
In February 2025, the Company filed a complaint and a request for a Temporary Restraining Order (“TRO”) in the U.S. District Court for the Middle District of Florida against Brazilian Supreme Court Justice Alexandre de Moraes related to content blocking orders issued by him against the Company. The court denied, without prejudice, the Company’s motion for a TRO on the grounds that the matter was not ripe for judicial review. The court noted that Justice Moraes’s pronouncements and directives had not been properly served on the Company, that the Company was not obligated to comply with such pronouncements and directives, and that no U.S. entity was required to enforce them. We filed an amended complaint on June 6, 2025 and a motion for alternative service on February 2, 2026. The motion for alternative service was granted. In June 2026, the country of Brazil filed a motion to intervene in the action, which the Company is opposing. The case is ongoing.
In April 2025, along with Rebel News, we filed a lawsuit in the Ontario Superior Court of Justice against Canada, Canada Lands Company, and others alleging that the defendants tried to block two lawful and peaceful public gatherings celebrating free speech in the Toronto area in 2024. Certain parties have been removed from the action. The case is ongoing.
Proceedings as Defendant
In January 2022, we received notification of a lawsuit filed by Kosmayer Investment Inc. (“KII”) against the Company and Mr. Pavlovski in the Ontario Superior Court of Justice, alleging fraudulent misrepresentation in connection with KII’s decision to redeem its shares of the Company in August 2020. KII is seeking rescission of such redemption such that, following such rescission, KII would own 20% of the issued and outstanding shares of the Company or, in the alternative, damages for the lost value of the redeemed shares, which KII has alleged to be worth $419.0 million (based on the value ascribed to the shares of the Company in the Business Combination), together with other damages including punitive damages and costs. The case is currently in discovery. A mediation session was held in April 2025. No settlement was reached. The case is ongoing.
In October 2024, plaintiff David Stebbins filed a lawsuit in the U.S. District Court for the District of Delaware naming Rumble Inc. and an unaffiliated entity doing business as “The Specter Report” as defendants. Mr. Stebbins, who is not represented by counsel, alleges six counts of copyright infringement and one count of slander and seeks injunctive relief and $900,000 in damages from the Company. We were never formally served with the lawsuit. The court dismissed the case against the Company in May 2025. The plaintiff has since petitioned the court to reopen the case against the Company.
In June 2025, we were served with a lawsuit from an individual named Michael Goldstein, alleging that the Company violated the California Invasion of Privacy Act by improperly disclosing personally identifiable information by way of the Facebook Pixel. The case was brought in a California state court. The case was removed to federal court in the U.S. District Court for the Central District of California. The Company filed a motion to dismiss on August 18, 2025, which the Court granted, with leave to amend. On December 5, 2025, the Plaintiff filed his amended complaint and the Company filed its Motion to Dismiss on January 26, 2026. A hearing took place on April 20, 2026, pursuant to which the motion was denied. The Company’s answer was filed on May 22, 2026. On June 25, 2026, the district court granted the Company’s motion to certify the matter for interlocutory appeal. Proceedings are stayed pending that appeal. On July 6, 2026, the Company filed a petition to the Ninth Circuit asking the court to accept the appeal. The Ninth Circuit has yet to rule on the Company’s request.
On May 7, 2026, a complaint for patent infringement was filed by Videotex LLC against Rumble Canada Inc. in the U.S. District Court for the Eastern District of Texas. The complaint alleges that Rumble Canada Inc. has and continues to infringe a patent issued to the plaintiff in 2020. The Company has since settled this matter out of court.
On April 20, 2026, the Company was served with a complaint from James H. Dillard, II in the Nevada District Court alleging contributory and vicarious copyright infringement against the Company. The plaintiff amended it the complaint before the Company filed an answer. The Company has not been served with the amended complaint.
51
A trademark dispute was filed by North Data GmbH (“North Data”) against NDAG in August 2023. North Data alleges that NDAG’s use of its company name “Northern Data AG” and certain associated trademarks infringed North Data’s trademark “North Data.” The Hamburg Regional Court (Landgericht Hamburg) issued a ruling in February 2024, partially granting North Data’s claims by ordering NDAG to cease using contested marks for specific goods and services, consent to deletion of its company name in the commercial register, and provide damages compensation with the amount to be determined following disclosure and accounting by North Data. NDAG filed an appeal in May 2024 and simultaneously initiated non-use cancellation proceedings against North Data’s EU trademark at the European Union Intellectual Property Office (the “EUIPO”) in April 2024, along with non-use cancellation proceedings against North Data’s German trademark at the German Patent and Trademark Office (the “German PTO”). NDAG also filed partial disclaimers to narrow the scope of its trademark registrations for certain goods and services. On April 29, 2026, the German PTO ordered cancellation of the German trademark for all goods and services except “Information on Business Matters.” North Data has appealed this decision to the German Federal Patent Court. On June 4, 2026, the Hamburg Court of Appeals (Oberlandesgericht Hamburg) stayed the appeal pending the final rulings by the EUIPO and the German PTO.
See Note 19 (Commitments and Contingencies) to the condensed consolidated interim financial statements (which is incorporated by reference into this Part II, Item 1) for information relating to certain VAT decisions issued by the Swedish Tax Authority to certain subsidiaries of Northern Data, each of which has been appealed by the relevant Northern Data subsidiary.
As to each of the above lawsuits, the Company believes it has meritorious defenses to the claims asserted and, except as expressly noted above, intends to defend itself vigorously. However, litigation is inherently unpredictable, and we cannot predict the outcome of these matters. At this time, we cannot reasonably estimate the possible loss or range of loss, if any, and accordingly no liability has been recorded.
ITEM 1A. RISK FACTORS.
Because the ND Business Combination has now been consummated and Northern Data’s business is expected to constitute a significant portion of our business, additional significant risks may apply to the combined business as detailed in the “Risk Factors” section of our Registration Statement on Form S-4 (File No. 333-295008) filed in connection with the ND Business Combination, which was initially filed with the SEC on April 13, 2026 and subsequently declared effective on April 14, 2026, including the risks relating to Northern Data’s business contained therein, which “Risk Factors” section is incorporated by reference herein. Except as set forth therein and below, there have been no material changes to the risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Such risk factors could materially adversely affect our business, financial condition, results of operations, and prospects. You should carefully consider the risks, uncertainties and cautionary statements described therein, together with the other disclosures in this Quarterly Report on Form 10-Q and in our other public filings with the SEC. Any such risks and uncertainties, as well as risks and uncertainties not currently known to us or that we currently deem to be immaterial, may materially adversely affect our business, financial condition and operating results.
Risks Related to Our Business
Our development and construction of new data center facilities involves significant risks, including increasing public and community opposition to data center development and exposure to a highly-evolving regulatory landscape, which could delay, increase the cost of, or prevent the completion of our planned projects and subject us to potential legal liabilities.
Our strategy contemplates the development and construction of one or more new data center facilities, and we expect to continue to evaluate additional development opportunities in the future. Data center development is a complex, capital-intensive, multi-year undertaking that exposes us to numerous risks, many of which are outside of our control, including: construction delays and budget overruns; increased prices for, or limited availability of, raw materials, building supplies, and long-lead-time equipment such as generators, switchgear, transformers, and cooling infrastructure; the availability and cost of skilled construction labor, and labor disputes or work stoppages involving our contractors and subcontractors; the availability of construction and permanent financing on acceptable terms, or at all; unanticipated environmental, geological, or other site-specific conditions; delays in, or the failure to obtain, necessary entitlements, permits, and approvals, including zoning, siting, land use, building, environmental, water, and utility permits and interconnection or other approvals from public agencies and utility companies; and the availability of sufficient electrical power and related transmission and distribution infrastructure on commercially reasonable terms and within our anticipated timelines.
52
In addition, data center development has become the subject of increasing public attention and, in a growing number of communities, organized local opposition. Residents, advocacy organizations, and other stakeholders in communities where data centers are proposed or under development have raised concerns regarding, among other things, electricity consumption and the potential impact of large-load customers on local utility rates and grid reliability; water usage, particularly in water-stressed regions; noise, traffic, light, and other quality-of-life impacts; effects on property values and community character; environmental and land use impacts; and the perceived imbalance between the scale of data center investment and the number of permanent local jobs created. This opposition has become increasingly organized and well-publicized across the industry, and has contributed to the delay, modification, and cancellation of data center projects proposed by other developers, as well as to the adoption or consideration by state and local governments of moratoria, restrictive zoning ordinances, enhanced permitting and disclosure requirements, water- and energy-use restrictions, limitations on the use of back-up power sources, and other measures that could hinder our ability to develop, upgrade, expand or rebuild existing data centers or construct new data centers. Specifically, drought conditions in certain markets have resulted in water usage restrictions and proposals to further restrict water usage, and our data center facilities could face restrictions on water usage, water efficiency mandates, or higher water prices. In addition, local officials who support data center projects have, in some instances, faced significant political pressure, and land use decisions favorable to data center developers have been, and may in the future be, challenged through litigation, referenda, and other legal and political processes.
Our current and future development projects have been and will likely continue to be the subject of similar public scrutiny or opposition. Although we have invested significant time and resources into developing positive relationships with local communities, community opposition could result in the delay, suspension, redesign, downsizing, relocation, or abandonment of one or more of our planned projects; the denial, revocation, or conditioning of permits and approvals necessary for construction or operation; the imposition of costly mitigation measures, community benefit commitments, or operating restrictions as a condition to approval; protracted administrative proceedings or litigation; increased pre-development, construction, and operating costs; and reputational harm to our company and our brand, whether arising from our own projects or from negative public sentiment toward the data center industry generally. Opposition directed at our utility providers, our development partners, or the customers our facilities are intended to serve could have similar effects on our projects, even where our own facilities are not the direct subject of such opposition. Because we may commit substantial capital and contractual obligations, including land acquisition, equipment procurement, power supply arrangements, and customer commitments, in advance of receiving all required approvals, delays or failures in the development process could result in stranded or impaired assets, loss of deposits or prepayments, liability to customers or other counterparties for failure to deliver capacity on anticipated timelines, and loss of anticipated revenue. Any of the foregoing could materially and adversely affect our business, results of operations, financial condition, and prospects.
The regulatory landscape surrounding the high-performance computing (“HPC”) and AI industries is evolving rapidly. These developments may affect our business and operations in ways that are difficult to predict. Regulators are increasingly scrutinizing the development and operation of data centers regarding energy consumption, land use, carbon emissions, water usage, environmental impacts, data-sovereignty considerations, and national-security-related issues. New requirements, such as permitting requirements, energy standards, carbon-reduction mandates, sustainability reporting rules, or operational restrictions specific to data centers, AI infrastructure, or high-density compute environments, may be imposed. To the extent we have not complied with such laws, rules, and regulations, we could be subject to significant fines, revocation of licenses, limitations on our products and services, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect our business, operating results, financial condition, and prospects.
Further, AI data compute customers increasingly are looking to pass through their regulatory obligations and other liabilities to their outsourced data center providers, and we may not be able to limit our liability or damages in the event of loss suffered by such customers, whether as a result of our breach of an agreement or otherwise.
53
Our substantial indebtedness following the ND Business Combination, and additional indebtedness we expect to incur in connection with our AI infrastructure and data center business, could adversely affect our financial condition and limit our operational flexibility.
In connection with the closing of the ND Business Combination, on June 18, 2026, Rumble Freedom First Holding Designated Activity Company (“Irish HoldCo”), as borrower, and Tether, as lender, entered into that certain secured Credit Agreement (the “Credit Agreement”) in connection with Tether transferring 50% of its receivable under an existing floating rate loan, dated as of November 2, 2023 (as amended, supplemented or modified from time to time) (the “Existing ND Loan”), by and between Tether and Northern Data. Irish Holdco is a newly formed Irish private limited company and indirect wholly-owned subsidiary of the Company and the borrower group under the Credit Agreement comprises Irish Holdco and its subsidiaries. The Credit Agreement provides for a secured five-year term facility with commitments of €317,533,401. This facility matures on the five-year anniversary of June 18, 2026 and bears interest at a margin of 3.00%, payable quarterly, plus EURIBOR.
In addition to the Credit Agreement described above, we also expect to incur substantial additional indebtedness to finance the development, construction, and operation of data centers and the acquisition of related equipment, including high-performance computing hardware. Our transition from operating without leverage to operating with substantial indebtedness presents risks that are new to our business.
The Credit Agreement could require us to dedicate a significant portion of our cash flow from operations to debt service, reducing funds available for working capital, capital expenditures, and other corporate purposes; limit our ability to obtain additional financing on favorable terms, or at all; increase our vulnerability to adverse economic and industry conditions, including changes in demand for AI computing capacity; expose us to interest rate risk to the extent our borrowings bear interest at variable rates; and place us at a competitive disadvantage relative to competitors with greater financial resources or lower cost of capital.
The Credit Agreement contains, and future financing arrangements that we may incur to facilitate and expand our AI infrastructure and data center business may contain, covenants that restrict our ability to incur additional indebtedness, create liens, dispose of assets, make investments, pay dividends, and require us to maintain specified financial ratios. Failure to comply could result in an event of default, which could lead to acceleration of the affected indebtedness and, through cross-default provisions, other indebtedness, including obligations we have guaranteed. In addition, given the capital-intensive nature of data center development, our financing needs could be substantial and recurring, and any construction delay, cost overrun, or an inability to refinance maturing obligations on acceptable terms could materially and adversely affect our business, financial condition, and results of operations. External factors such as inflation, monetary policy, or other market conditions could impact our cost of borrowing and could make it more difficult to obtain the financing that is required to construct the facilities and generation and transmission assets we develop to support future data center contracts on favorable terms, or at all. Any issuance of additional debt could negatively impact our credit ratings and overall cost of capital, which could in turn adversely affect our future results and liquidity.
Northern Data, together with its subsidiaries (the “ND Group”), is subject to certain pending tax audits and regulatory investigations which, if adversely determined, could result in additional tax assessments, penalties, interest charges, litigation, reputational damage, or increased compliance costs, any of which could have a material adverse effect on the ND Group’s business, financial position and results of operations.
The ND Group is subject to tax laws and regulations in multiple jurisdictions and may from time to time be involved in audits, inquiries, or investigations by tax authorities or other regulatory bodies. Such proceedings may relate to the interpretation and application of complex tax rules, including cross-border transactions, transfer pricing, withholding taxes or indirect tax matters. The outcome of any such proceedings is inherently uncertain and may result in additional tax assessments, penalties, interest charges, or other financial obligations that differ materially from the ND Group’s current expectations or provisions.
54
A VAT audit was conducted by the STA in relation to two subsidiaries of Northern Data – Decentric Europe B.V. (“Decentric”) and Hydro 66 Svenska AB (“Hydro 66 Svenska”) – while an audit of another subsidiary is ongoing Hydro 66 Services). The STA has issued decisions to Decentric and Hydro 66 Svenska in which it asserts that certain activities performed at the ND Group’s data center operations in Boden, Sweden, constituted cryptocurrency mining activities that it considers to be outside the scope of VAT, and therefore proposes to deny the deduction of input VAT previously claimed. The assessment amounts to approximately SEK 336 million (approximately USD 35 million) for Decentric and approximately SEK 209 million (approximately USD 21 million) for Hydro 66 Svenska, in each case including any potential penalties and interest. The ND Group has formally appealed both the decision regarding Decentric and the decision regarding Hydro 66 Svenska. Both entities applied for payment deferrals which the STA granted. The ND Group’s position is that the relevant activities involved the provision of infrastructure and related services to third parties, which Northern Data’s management board considers to constitute taxable supplies under Swedish VAT legislation. Northern Data’s management board also considers that certain conclusions reflected in the decisions may have been drawn from incomplete operational data and assumptions that do not fully reflect the underlying commercial arrangements.
Separately, the European Public Prosecutor’s Office (“EPPO”) has initiated an investigation relating to VAT-related matters involving, among others, certain former employees and directors of Northern Data and its subsidiaries Decentric, Hydro66 Svenska and Hydro66 Services. Public documentation associated with the investigation refers to potential VAT exposure of up to approximately EUR 110 million (approximately USD 125 million), excluding any potential penalties, surcharges or interest. NDAG believes the EPPO investigation relates to the same or similar VAT matters under investigation by the STA. The proceedings of the STA in connection with all entities referenced in the EPPO investigation remain ongoing. It is at the appeal stage for Decentric and Hydro66 Svenska. The Group has not received any formal assessment or proposed decision from the Swedish Tax Agency in relation to Hydro66 Services AB The ultimate outcome of these matters remains uncertain and may depend on the outcome of further administrative discussions, appeals processes, or judicial proceedings. Due to payment deferrals that were granted and the ongoing proceedings, the ND Group cannot currently reliably estimate the amount of any potential obligation that may ultimately arise.
The outcome of the aforementioned proceedings could result in additional tax assessments, penalties, interest charges, litigation, reputational damage, or increased compliance costs, any of which could have a material adverse effect on the ND Group’s business, financial position and results of operations. In addition, it cannot be excluded that tax or regulatory authorities in other jurisdictions may initiate further reviews or proceedings in connection with the ND Group’s international activities. Any such developments could further increase the ND Group’s exposure to financial and operational risks and could materially adversely affect the ND Group’s business, financial position and results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
As described in Item 2.01 of our Current Report on Form 8-K filed with the SEC on June 17, 2026, as consideration for the sales of Northern Data shares by certain sellers under the applicable transaction support agreements descried therein, the Company issued (i) 36,703,354 shares of the Company’s Class A Common Stock to Tether and a pre-funded warrant to Tether exercisable for up to 51,544,399 shares of the Company’s Class A Common Stock, (ii) 1,509,210 shares of the Company’s Class A Common Stock to ART Holding GmbH and its sole owner Aroosh Thillainathan, and (iii) 4,555,921 shares of the Company’s Class A Common Stock to Apeiron Investment Group Ltd., in each case, with a portion of the shares of the Company’s Class A Common Stock being placed in escrow in accordance with the terms of the applicable agreements. On the same date, the Company issued a separate pre-funded warrant to Tether exercisable for up to 4,599,365 shares of the Company’s Class A Common Stock in exchange for a purchase price of $36,242,538 (representing $7.88 per share), pursuant to the Equity Commitment Agreement, dated November 10, 2025, between the Company and Tether, a copy of which was filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on November 11, 2025.
As described in Item 1.01 of our Current Report on Form 8-K filed with the SEC on June 18, 2026, under “Pre-Funded Warrant,” the Company issued another pre-funded warrant to Tether, on June 18, 2026, exercisable for up to 46,719,910 shares of the Company’s Class A Common Stock at an exercise price of $0.0001 per share as consideration for the transfer of 50% of the receivable under the Existing ND Loan.
The shares of the Company’s Class A Common Stock and the pre-funded warrants described herein were issued in private placements without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or Rule 506(b) of Regulation D promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws. The foregoing description of the Pre-Funded Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Form of Pre-Funded Warrant, which is filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on June 17, 2026 and is incorporated by reference herein.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety DisclosureS.
Not applicable.
Item 5. Other Information.
During the quarter ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)
55
ITEM 6. EXHIBITS.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
| Exhibit No. | Description | |
| 3.1 | Certificate of Second Amendment of Second Amended and Restated Certificate of Incorporation of Rumble Inc., dated as of June 15, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2026). | |
| 3.2 | Certificate of Third Amendment of Second Amended and Restated Certificate of Incorporation of Rumble Inc., dated as of June 17, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 18, 2026). | |
| 4.1 | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2026). | |
| 10.1 | Amended and Restated Registration Rights Agreement, dated as of June 17, 2026, by and between Rumble Inc. and Tether Investments, S.A. de C.V. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2026). | |
| 10.2 | Amendment No. 1 Transaction Agreement, dated as of June 17, 2026, by and between Rumble Inc. and Tether Investments, S.A. de C.V. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2026). | |
| 10.3 | Loan Agreement, dated as of June 18, 2026, by and between Rumble Freedom First Holding Limited and Tether Investments, S.A. de C.V. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 18, 2026). | |
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith |
56
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RUM GROUP INC. | ||
| Date: August 10, 2026 | /s/ Chris Pavlovski | |
| Name: | Chris Pavlovski | |
| Title: | Chief Executive Officer and Chairman | |
| Date: August 10, 2026 | /s/ Michael Masci | |
| Name: | Michael Masci | |
| Title: | Chief Financial Officer | |
57