RUM Group posts $541M pro forma loss on AI deal

RUM Group Inc. (RUM) filed an amended report providing detailed financial information related to its June 17, 2026 acquisition of approximately 85% of NDAG AG, a provider of AI and high-performance computing infrastructure.

Rhea-AI Filing Summary

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

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

Positive

• Business combination adds a large AI/HPC platform, including $887.3 million of property and equipment and $172.5 million of identifiable intangible assets on a provisional fair‑value basis, significantly expanding RUM’s infrastructure base.

Negative

• Pro forma net loss for the six months ended June 30, 2026 is $541.4 million, indicating a heavily loss‑making combined business over that period.
• Pro forma net loss from continuing operations for 2025 is $742.2 million, with basic and diluted loss per share of $1.80, highlighting substantial historical losses on a combined basis.

Filing Explained

The completed June 17 acquisition issued 59.3 million shares, 98.3 million pre-funded warrants, and a 366.6 million-dollar note payable.

The amendment shows that the completed June 17, 2026 acquisition used $432.6 million of Class A shares, $716.3 million of pre-funded warrants and a $366.6 million note payable as consideration.

The issued 59.3 million shares increase the share count and therefore dilute existing holders’ percentage ownership; the warrants create additional dilution if exercised.

The warrants were issued to Tether instead of shares to keep Tether and its affiliates from exceeding 9.90% of voting power. A pre-funded warrant is an instrument that converts into shares when exercised.

The purchase-price allocation remains provisional and may change during a measurement period lasting no longer than one year after the acquisition date, as additional acquisition-date information is evaluated.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Pro forma revenue (six months 2026): $168,244,631 Pro forma net loss (six months 2026): $541,448,768 Pro forma revenue (year 2025): $194,339,685 +5 more

8 metrics

Pro forma revenue (six months 2026) $168,244,631 Combined RUM and Northern Data for the six months ended June 30, 2026

Pro forma net loss (six months 2026) $541,448,768 Combined net loss for the six months ended June 30, 2026

Pro forma revenue (year 2025) $194,339,685 Combined RUM and Northern Data for the year ended December 31, 2025

Pro forma net loss from continuing operations (2025) $742,208,642 Combined loss from continuing operations for 2025

Goodwill recognized $411,503,140 Provisional goodwill from NDAG acquisition

Property and equipment acquired $887,260,497 Provisional fair value of NDAG property and equipment at acquisition

Non-controlling interest $93,349,709 Fair value of non-controlling interest at acquisition date

Loss per share – basic (six months 2026) $1.99 Pro forma basic loss per share from continuing operations

Key Terms

unaudited pro forma consolidated financial information, non-controlling interest, goodwill, International Financial Reporting Standards (IFRS), +1 more

5 terms

unaudited pro forma consolidated financial information financial

"The unaudited pro forma condensed combined financial information of the Company"

non-controlling interest financial

"The non-controlling interest is comprised of the following components"

Non-controlling interest represents the portion of ownership in a company held by investors who do not have a controlling stake, meaning they do not have enough voting power to make major decisions. It is similar to owning a minority share of a business partner’s company—while they benefit from profits, they cannot control how the company is run. This matters to investors because it shows how much of the company's value is owned by outside shareholders and affects overall financial reporting.

goodwill financial

"Add: Goodwill | | | 411,503,140 |"

Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.

International Financial Reporting Standards (IFRS) financial

"The historical financial information of NDAG was prepared in accordance with International Financial Reporting Standards ("IFRS")"

A set of globally accepted accounting rules companies use to prepare financial statements so their numbers speak the same language across borders. For investors, IFRS matters because it makes it easier to compare profitability, assets and liabilities between companies the way a common recipe or measuring tape lets you judge two cakes or two rooms fairly, which helps assess value and risk more reliably.

ASC 350-60 financial

"Under US GAAP, digital assets within the scope of ASC 350-60 are subsequently measured at fair value"

FAQ

What transaction does RUM Group Inc. (RUM) report in this 8-K/A?

RUM Group Inc. reports the acquisition of approximately 85% of NDAG AG, a provider of AI and high-performance computing infrastructure, completed on June 17, 2026, and provides Northern Data’s historical financials and unaudited pro forma combined financial information.

What are the pro forma revenues for RUM (RUM) after acquiring NDAG?

Pro forma consolidated revenue is $168.2 million for the six months ended June 30, 2026 and $194.3 million for the year ended December 31, 2025, combining RUM’s historical results with those of NDAG as if the business combination had occurred on January 1, 2025.

How large are the pro forma losses for RUM (RUM) with NDAG included?

For the six months ended June 30, 2026, pro forma net loss is $541.4 million. For 2025, pro forma net loss from continuing operations is $742.2 million, reflecting significant operating expenses, depreciation, amortization, and financing-related items.

What goodwill arises from RUM’s (RUM) acquisition of NDAG?

The provisional purchase price allocation shows $411.5 million of goodwill. This is attributed to expected synergies from combining RUM’s cloud platform with NDAG’s AI infrastructure assets and anticipated future growth opportunities, and is not deductible for tax purposes.

What key assets did RUM (RUM) obtain in the NDAG acquisition?

Provisional fair values show acquired property and equipment of $887.3 million, intangible assets of $172.5 million, right-of-use assets of $146.2 million, and digital assets of $8.5 million, along with various working capital items and investments.

What is the impact of the acquisition on RUM (RUM) earnings per share?

Pro forma basic and diluted loss per share from continuing operations is $1.99 for the six months ended June 30, 2026 and $1.80 for 2025, based on weighted average share counts of 272.5 million and 412.4 million, respectively.

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Available on EDGAR 08/28/2026 - 04:15 PM Accepted by SEC EDGAR 08/28/2026 - 04:14 PM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 15, 2026

RUM Group Inc.
(Exact name of registrant as specified in its charter)

Delaware		001-40079		85-1087461
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

444 Gulf of Mexico Dr

Longboat Key, FL 34228
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (941) 210-0196

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		RUM		The Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share		RUMBW		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

EXPLANATORY NOTE

As previously disclosed on a Current Report on Form 8-K filed by RUM Group Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on June 17, 2026 (the “Original Form 8-K”), the Company consummated on June 17, 2026 (i) the voluntary public exchange offer it submitted to all shareholders of Northern Data AG, a German corporation (“Northern Data”), pursuant to that certain Business Combination Agreement, dated as of November 10, 2025, by and between the Company and Northern Data, and (ii) the purchase of all of the Northern Data shares owned by Tether Investments, S.A. de C.V., a Salvadoran Sociedad Anónima de Capital Variable (“Tether”), Apeiron Investment Group Ltd., and ART Holding GmbH and its sole owner Aroosh Thillainathan, respectively, pursuant to certain Transaction Support Agreements (the transactions described in (i) and (ii), the “Acquisition”), and as a result of the consummation of the Acquisition, the Company acquired approximately 85.2% of all of the outstanding Northern Data shares.

In the Original Form 8-K, the Company stated its intention to file the consolidated financial statements of Northern Data and the pro forma financial information of the Company required by parts (a) and (b) of Item 9.01 of Form 8-K not later than 71 calendar days after the date that Item 2.01 of the Original Form 8-K was required to be filed with the SEC. This Current Report on Form 8-K/A (this “Amendment No. 1”) amends and supplements the Original Form 8-K to include the required financial information, which is filed as exhibits hereto and incorporated herein by reference.

1

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The audited consolidated financial statements of Northern Data as of and for the years ended December 31, 2025 and 2024 are incorporated herein by reference to pages F-1 to F-126 of the Registration Statement on Form S-4 filed by the Company with the SEC on April 13, 2026. The unaudited consolidated financial statements of Northern Data as of and for the three months ended March 31, 2026 are attached hereto as Exhibit 99.2 and incorporated herein by reference to this Item 9.01(a).

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025, after giving effect to the Acquisition, and the related notes thereto, are attached hereto as Exhibit 99.1 and incorporated herein by reference to this Item 9.01(b).

The pro forma financial information included in this Amendment No. 1 has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and Northern Data would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the Acquisition.

(c) Exhibits

Exhibit No.		Description
23.1		Consent of Liebhart & Kollegen Wirtschaftsprüfer Steuerberater, independent auditor of Northern Data AG.
99.1		Unaudited pro forma condensed combined financial information of RUM Group Inc. as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025, and the related notes thereto.
99.2		Unaudited consolidated financial statements of Northern Data as of and for the three months ended March 31, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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 hereunto duly authorized.

	RUM Group Inc.
Date: August 28, 2026	By:	/s/ Michael Masci
	Name:	Michael Masci
	Title:	Chief Financial Officer

3

Exhibit 99.1

RUM Group Inc.

Pro Forma Consolidated Statements of Operations

For the six months ended June 30, 2026 and year ended December 31, 2025

(Expressed in United States dollars)

(Unaudited)

RUM Group Inc.

Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2026

(Expressed in United States dollars)

		Rumble Canada June 30, 2026 $				Northern Data AG For the period from January 1 - June 17, 2026 $				Note 4		Proforma Adjustments $				Pro Forma Consolidated $
Revenue			65,826,532				102,418,099						-				168,244,631
Operating expenses
Cost of services / materials			57,604,250				23,585,978						-				81,190,228
General and administrative			26,724,111				81,185,387			(a), (b)			(7,317,062	)			100,592,436
Research and development			12,535,189				1,624,233						-				14,159,422
Sales and marketing			18,911,816				4,569,801						-				23,481,617
Acquisition-related transaction costs			33,161,645				33,545,026						-				66,706,671
Amortization and depreciation			20,267,766				66,638,710			(c), (d)			33,084,932				119,991,408
Changes in fair value of digital assets			6,501,540				1,887,980						-				8,389,520
Total operating expenses			175,706,317				213,037,115						25,767,870				414,511,302
Loss from operations			(109,879,785	)			(110,619,016	)					(25,767,870	)			(246,266,671	)
Other (income) expense
Interest (income) expense, net			(2,628,065	)			18,929,500			(e), (f)			(9,939,812	)			6,361,623
Other expense (income)			4,867,685				27,081,377			(b), (e)			(5,213,816	)			26,735,247
Change in fair value of contingent consideration			486,931				249,038,947						-				249,525,878
Changes in fair value of warrant liability			(1,327,928	)			-						-				(1,327,928	)
Changes in fair value of derivative			(283,991	)			-			(e)			2,127,149				1,843,158
Loss before taxes			(110,994,417	)			(405,668,840	)					(12,741,391	)			(529,404,648	)
Income tax (benefit) expense			211,138				14,391,879			(g)			(2,558,897	)			12,044,120
Net loss			(111,205,555	)			(420,060,719	)					(10,182,494	)			(541,448,768	)

The accompanying notes are an integral part of this unaudited Pro Forma Consolidated Statement of Operations.

1

Rum Group Inc.

Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2025

(Expressed in United States dollars)

		Rumble Inc. December 31, 2025 $				Northern Data AG December 31, 2025 $				Note 4		Transaction Accounting Adjustments $				Pro Forma Consolidated $
Revenue			100,622,320				93,717,365						-				194,339,685
Operating expenses
Cost of services / materials			107,383,833				43,374,971						-				150,758,804
General and administrative			48,738,522				149,279,440			(h), (i)			(12,453,552	)			185,564,410
Research and development			18,743,630				4,149,624						-				22,893,254
Sales and marketing			23,892,235				9,918,989						-				33,811,224
Acquisition-related transaction costs			13,303,532				15,065,543			(j)			33,161,645				61,530,720
Impairment			-				193,368,232						-				193,368,232
Amortization and depreciation			14,564,535				219,064,689			(k), (i)			71,632,959				305,262,183
Changes in fair value of digital assets			649,638				1,884,516						-				2,534,154
Total operating expenses			227,275,925				636,106,004						92,341,052				955,722,981
Loss from operations			(126,653,605	)			(542,388,639	)					(92,341,052	)			(761,383,296	)
Other (income) expense
Interest (income) expense, net			(10,419,139	)			36,437,786			(m), (n)			(18,354,933	)			7,663,714
Other expense (income)			10,643				(9,363,807	)		(i), (m)			44,346,885				34,993,721
Changes in fair value of warrant liability			(24,781,974	)			-						-				(24,781,974	)
Changes in fair value of derivative			(9,700,000	)			-			(m)			(4,322,036	)			(14,022,036	)
Share of net result from investments accounted for using the equity method			-				(50,766	)					-				(50,766	)
Loss before taxes			(81,763,135	)			(569,411,852	)					(114,010,968	)			(765,185,955	)
Income tax (benefit) expense			67,228				(21,866,851	)		(o)			(1,177,690	)			(22,977,313	)
Net loss from continuing operations			(81,830,363	)			(547,545,001	)					(112,833,278	)			(742,208,642	)

The accompanying notes are an integral part of this unaudited Pro Forma Consolidated Statement of Operations.

2

RUM Group Inc.

Notes to the unaudited Pro Forma Statements of Operations

(Unaudited)

1. Basis of presentation

On June 17, 2026, RUM Group Inc. (“Rumble” or the “Company”) acquired approximately 85% of the outstanding common shares of NDAG AG (“NDAG”), a leading provider of AI and high-performance computing infrastructure (the “Business Combination”). The primary reason for the acquisition is to obtain large-scale AI compute infrastructure, GPU capacity, data center assets and power resources that accelerate the growth of our cloud business. The goodwill that arises in the acquisition, which is not deductible for tax purposes, is primarily attributed to the expected synergies from combining Rumble’s cloud platform and technology ecosystem with NDAG’s AI infrastructure assets, as well as expected future growth opportunities.

The unaudited Pro Forma Consolidated Statements of Operations of Rumble for the six-months ended June 30, 2026 and year ended December 31, 2025 have been prepared in accordance with Article 11 of Regulation S-X, for illustrative purposes only, after giving effect to the Business Combination on the basis of the assumptions and adjustments described in Note 4. This unaudited Pro Forma Consolidated Statement of Operations do not include all of the disclosures required by US GAAP.

The unaudited Pro Forma Consolidated Statement of Operations of the Company have been compiled from:

(a) the unaudited Condensed Consolidated Statement of Operations of Rumble for the six-months ended June 30, 2026; and

(b) the unaudited Condensed Consolidated Statement of Operations of NDAG for the period from January 1, 2026 to June 17, 2026

(c) the audited consolidated financial statements of Rumble for the years ended December 31, 2025 and 2024; and

(d) the audited consolidated financial statements of NDAG for the years ended December 31, 2025 and 2024.

The unaudited pro forma consolidated statements of operations for the six-months ended June 30, 2026 and year ended December 31, 2025 gives effect to the Business Combination as if it had occurred on January 1, 2025.

A pro forma balance sheet has not been presented since the Business Combination has been reflected in Rumble’s unaudited Condensed Consolidated Balance Sheet as of June 30, 2026.

The pro forma adjustments are preliminary and are subject to further revision as additional information becomes available and additional analyses are performed. The pro forma adjustments have been made solely for the purpose of providing unaudited pro forma consolidated financial information and actual adjustments, when recorded, may differ materially. The unaudited Pro Forma Consolidated Statement of Operations have been prepared for illustrative purposes only and may not be indicative of the operating results or financial condition that would have been achieved if the Business Combination had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position for any future period or as of any future date. In addition to the pro forma adjustments, various other factors will have an effect on the financial condition and results of operations after the completion of the Business Combination.

The actual financial position and results of operations may differ materially from the pro forma amounts reflected herein due to a variety of factors.

The unaudited Pro Forma Consolidated Statements of Operations do not reflect operational and administrative cost savings that may be achieved as a result of the Business Combination.

The unaudited Pro Forma Consolidated Statements of Operations should be read in conjunction with the historical audited consolidated financial statements of Rumble for the years ended December 31, 2025 and 2024 and the unaudited condensed consolidated financial statements of Rumble as of June 30, 2026 and for the six months ended June 30, 2026 and 2025.

2. Significant accounting policies

The Unaudited Pro Forma Consolidated Statement of Operations have been compiled using the significant accounting policies, as set out in the audited consolidated financial statements of Rumble for the years ended December 31, 2025 and 2024 and the unaudited Condensed Consolidated Statement of Operations of Rumble for the three and six-months ended June 30, 2026.

3

RUM Group Inc.

Notes to the unaudited Pro Forma Statements of Operations

(Unaudited)

3. Pro forma preliminary purchase price allocation and assumptions

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			59,346,944			$	7.29			$	432,639,220
(ii) Pre-funded warrants			98,264,309			$	7.29				716,336,988
(iii) Note payable											366,580,647
Total consideration										$	1,515,556,855

(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 Business Combination was based on an exchange ratio of 2.0281 shares of the Company’s Class A Common Stock for each NDAG share validly tendered; and the equity consideration to former NDAG shareholders who sold their NDAG shares to the Company in the concurrent private transaction pursuant to certain transaction support agreements was based on the same ratio, with a portion placed in escrow in accordance with such transaction support agreements.

(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 9.90% of the outstanding voting power of the capital stock of the Company.

(iii) Issuance of note payable

The note payable was measured at fair value as part of the consideration transferred. The note contains embedded derivatives that were separately recognized as derivative liabilities.

Net Assets Acquired

The table below summarizes the provisional fair value of consideration transferred, net assets acquired, non-controlling interest, and resulting goodwill.

4

RUM Group Inc.

Notes to the unaudited Pro Forma Statements of Operations

(Unaudited)

3. Pro forma preliminary purchase price allocation and assumptions (continued)

Consideration		$	1,515,556,856
Non-controlling interest			93,349,709
Total consideration		$	1,608,906,565
Cash		$	51,036,334
Account receivables and other, net			52,879,228
Contingent consideration receivable			23,827,868
Prepaid expenses and other current assets			104,616,682
Investment			7,059,450
Other non-current assets			19,265,879
Digital assets			8,548,488
Property and equipment			887,260,497
Right-of-use assets			146,226,827
Intangible assets, net			172,474,080
Accounts payable and accrued liabilities			(11,006,831	)
Deferred revenue			(20,508,519	)
Income tax payable			(28,980,271	)
Deferred tax liabilities			(25,305,298	)
Lease liabilities			(144,141,688	)
Other current liabilities			(187,825	)
Other liabilities			(45,661,476	)
Fair value of net identifiable assets acquired		$	1,197,403,425
Add: Goodwill			411,503,140
Total net assets acquired		$	1,608,906,565

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.

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			9,519,223			$	9.29			$	88,435,357
(ii) Vested options outstanding at the date of acquisition			1,085,302			$	0.64 - 4.61				3,762,652
(ii) Allocation of the fair value of unvested options based on service provided prior to the date of acquisition			1,179,071			$	1.04 – 4.61				1,151,700
Total non-controlling interest										$	93,349,709

4. Pro forma adjustments

Pro forma adjustments to the Consolidated Statement of Operations for the six-months ended June 30, 2026

The unaudited Pro Forma Consolidated Statement of Operations for the six-months ended June 30, 2026 reflects the following adjustments as if the Business Combination described in Note 3 had occurred on January 1, 2025:

(a) To reverse stock-based compensation expense recognized by NDAG, and recognize stock-based compensation expense related to non-controlling interest acquired in the Business Combination.

(b) To adjust lease expense and related foreign exchange for leases assumed in the Business Combination.

(c) To record additional depreciation on property, plant and equipment.

5

RUM Group Inc.

Notes to the unaudited Pro Forma Statements of Operations

(Unaudited)

4. Pro forma adjustments (continued)

The preliminary estimates of fair value and estimated useful lives will likely differ from final amounts the Company will calculate after completing a detailed valuation analysis, and the difference could have a material effect on these unaudited Pro Forma Consolidated Statement of Operations. A 10% change in the valuation of property, plant and equipment would causes a corresponding increase or decrease in the goodwill of $88.7M. A 10% change in the valuation of property, plant and equipment would also cause a change in annual depreciation expense of approximately $11M.

(d) To remove amortization of existing intangibles and record amortization of the new intangible assets.

The preliminary estimates of fair value and estimated useful lives will likely differ from final amounts the Company will calculate after completing a detailed valuation analysis, and the difference could have a material effect on these unaudited Pro Forma Consolidated Statement of Operations. A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the goodwill of $17.2M and annual amortization expense of approximately $4.1M.

(e) To remove interest expense related to the existing shareholder loan and record interest expense, foreign exchange and changes in fair value of the embedded derivative on the loan issued in the Business Combination. The interest expense on the new loan is based on the three-month EURIBOR plus 3%. A 1/8 of a percentage point increase or decrease in the benchmark rate would result in a change in annual interest expense of approximately $300,000.

(f) To record interest income on loan receivables recognized at fair value in the Business Combination.

(g) To adjust tax expense related to the above entries.

All of the above adjustments are expected to recur.

Pro forma adjustments to the Consolidated Statement of Operations for the year ended December 31, 2025

The unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2025 reflects the following adjustments as if the Business Combination described in Note 3 had occurred on January 1, 2025:

(h) To reverse stock-based compensation expense recognized by NDAG, and recognize stock-based compensation expense related to non-controlling interest acquired in the Business Combination.

(i) To adjust lease expense and related foreign exchange for leases assumed in the Business Combination.

(j) To record Rumble’s transaction costs related to the Business Combination.

(k) To record additional depreciation on property, plant and equipment.

(l) To remove amortization of existing intangibles and record amortization of the new intangible assets.

(m) To remove interest expense related to the existing shareholder loan and record interest expense, foreign exchange and changes in fair value of the embedded derivative on the loan issued in the Business Combination. The interest expense on the new loan is based on the three-month EURIBOR plus 3%.

(n) To record interest income on loan receivables recognized at fair value in the Business Combination.

(o) To adjust tax expense related to the above entries.

All of the above adjustments are expected to recur except for adjustment (j).

6

RUM Group Inc.

Notes to the unaudited Pro Forma Statements of Operations

(Unaudited)

5. Adjustments to the historical information of Northern Data AG

The historical financial information of NDAG was prepared in accordance with International Financial Reporting Standards (“IFRS”) and presented in Euros (“EUR”).

With the exception of equity, the historical financial information was translated from EUR to USD using the following historical exchange rates:

Exchange rate as at December 31, 2025			1.17500
Average exchange rate for the year ended December 31, 2025			1.17085

Equity was translated using historical exchange rates. The table below presents the adjustments to convert from IFRS to US GAAP and to translate from EUR to USD, as well as to align accounting policies and financial statement presentation with that of Rumble.

		Northern Data AG December 31, 2025 in EUR (IFRS) €				US GAAP Adjustments €				Presentation Alignment €						Northern Data AG December 31, 2025 in EUR (U.S GAAP) €				Northern Data AG December 31, 2025 in USD (U.S. GAAP) $
Assets
Current assets
Cash and cash equivalents			57,576,257				-				-						57,576,257				67,652,102
Trade receivables			10,304,026				-				-						10,304,026				12,107,231
Contract assets			17,728,544				-				-						17,728,544				20,831,039
Income tax receivable			4,245,924				-				-						4,245,924				4,988,961
Other assets			328,043,620				-				-						328,043,620				385,451,254
Non-current assets held for sale			37,683,908				-				-						37,683,908				44,278,592
Total current assets			455,582,279				-				-						455,582,279				535,309,179
Digital Assets			-				6,129,176				-			(d)			6,129,176				7,201,785
Property and equipment			623,352,057				-				-						623,352,057				732,438,667
Right-of-use assets			117,006,434				1,187,391				-			(a)			118,193,825				138,877,744
Other intangible assets			9,533,976				(8,929,176	)			-			(d), (f)			604,800				710,640
Goodwill			13,376,340				-				-						13,376,340				15,717,200
Investments accounted for  using the equity method			9,613,769				-				-						9,613,769				11,296,179
Deferred tax assets			16,096,679				-				-						16,096,679				18,913,598
Other assets			16,432,060				2,800,000				-			(f)			19,232,060				22,597,671
Total assets			1,260,993,594				1,187,391				-						1,262,180,985				1,483,062,663
Liabilities
Current liabilities
Trade payables			12,268,567				-				1,167,375			(f)			13,435,942				15,787,236
Provisions			1,167,375				-				(1,167,375	)		(f)			-				-
Lease liabilities			29,483,482				(3,426,604	)			-			(a)			26,056,878				30,616,832
Income tax liabilities			16,283,859				-				-						16,283,859				19,133,534
Other liabilities			40,685,576				-				-						40,685,576				47,805,552
Total current liabilities			99,888,859				(3,426,604	)			-						96,462,255				113,343,154
Provisions			5,200				-				(5,200	)		(f)			-				-
Borrowings			614,943,933				-				-						614,943,933				722,559,121
Lease liabilities			101,059,829				(1,203,205	)			-			(a)			99,856,624				117,331,533
Deferred tax liabilities			203,601				1,322,124				-			(e)			1,525,725				1,792,727
Other liabilities			2,679,630				-				5,200			(f)			2,684,830				3,154,675
Total liabilities			818,781,052				(3,307,685	)			-						815,473,367				958,181,210
Shareholders’ equity
Subscribed capital			64,196,476				(676	)			-						64,195,800				71,547,945
Retained earnings			(726,025,151	)			(10,028,585	)			-			(a), (c), (e)			(736,053,736	)			(905,699,791	)
Capital reserve			1,167,143,633				14,548,539				-			(c)			1,181,692,172				1,311,801,483
Currency translation differences			(63,102,416	)			(24,202	)			-			(a)			(63,126,618	)			47,231,816
Total shareholders’ equity			442,212,542				4,495,076				-						446,707,618				524,881,453
Total liabilities and shareholders’ equity			1,260,993,594				1,187,391				-						1,262,180,985				1,483,062,663

7

RUM Group Inc.

Notes to the unaudited Pro Forma Statements of Operations

(Unaudited)

5. Adjustments to the historical information of Northern Data AG (continued)

		Northern Data AG Year ended December 31, 2025 in EUR (IFRS) €				US GAAP Adjustments €				Presentation Alignment €						Northern Data AG Year ended December 31, 2025 in EUR €				Northern Data AG Year ended December 31, 2025 in USD €
Sales revenue			80,042,425				-				-						80,042,425				93,717,365
Other operating income			3,254,802				-				(3,254,802	)		(f)			-				-
Total income			83,297,227				-				(3,254,802	)					80,042,425				93,717,365
Cost of materials			33,067,311				-				3,978,522			(f)			37,045,833				43,374,971
General and administrative			-				32,013,357				95,483,702			(a), (c), (f)			127,497,059				149,279,440
Research and development			-				-				3,544,124			(f)			3,544,124				4,149,624
Sales and marketing			-				-				8,471,642			(f)			8,471,642				9,918,989
Acquisition-related transaction costs			-				-				12,867,226			(f)			12,867,226				15,065,543
Personnel expenses			49,320,602				-				(49,320,602	)		(f)			-				-
Other operating expenses			81,125,311				-				(81,125,311	)		(f)			-				-
Amortization and depreciation			-				-				187,099,465			(f)			187,099,465				219,064,689
Change in fair value of digital assets			-				1,609,533				-			(d)			1,609,533				1,884,516
Total expenses			163,513,224				33,622,890				180,998,768						378,134,882				442,737,772
Net unrealized foreign exchange (gains) / losses			2,603,900				-				(2,603,900	)		(f)			-				-
Operating profit before depreciation and amortization – EBITDA			(82,819,897	)			(33,622,890	)			(181,649,670	)					(298,092,457	)			(349,020,407	)
Depreciation, amortization and impairment			380,178,275				(27,342,527	)			(187,683,194	)		(a), (d), (f)			165,152,554				193,368,232
Operating result – EBIT			(462,998,172	)			(6,280,363	)			6,033,524						(463,245,011	)			(542,388,639	)
Financial income			(3,573,000	)			-				-						(3,573,000	)			(4,183,433	)
Financial expenses			42,867,010				(8,051,819	)			(121,291	)		(a), (f)			34,693,900				40,621,219
Financial result			39,294,010				(8,051,819	)			(121,291	)					31,120,900				36,437,786
Other income (expense)			-				(14,152,285	)			6,154,815			(a), (b), (f)			(7,997,470	)			(9,363,807	)
Share of net result from investments accounted for using the equity method			(43,358	)			-				-						(43,358	)			(50,766	)
Earnings before income taxes – EBT			(502,248,824	)			15,923,741				-						(486,325,083	)			(569,411,852	)
Income tax (benefit) expense			(19,520,271	)			844,161				-			(e)			(18,676,110	)			(21,866,851	)
Loss from continuing operations			(482,728,553	)			15,079,580				-						(467,648,973	)			(547,545,001	)
Profit from discounted operations			(92,556,000	)			-				-						(92,556,000	)			(108,368,836	)
Loss for the year			(390,172,553	)			15,079,580				-						(375,092,973	)			(439,176,165	)
Net fair value gain on investments designed at FVOCI			(14,138,941	)			14,138,941				-			(b)			-				-
Exchange differences on translation of foreign operations			43,479,000				24,202				-			(a)			43,503,202				(168,865,416	)
Total comprehensive loss (income)			(419,512,612	)			916,437				-						(418,596,175	)			(270,310,749	)

IFRS differs in certain material respects from US GAAP. The following material adjustments have been made to convert NDAG’s historical financial information to US GAAP for the purposes of the unaudited Pro Forma Consolidated Financial Statements.

8

RUM Group Inc.

Notes to the unaudited Pro Forma Statements of Operations

(Unaudited)

5. Adjustments to the historical information of Northern Data AG (continued)

(a) Leases

Under US GAAP, a lessee classifies its leases as either finance or operating which determines the accounting treatment. All of NDAG’s leases were determined to be operating leases. Lease expense related to operating leases is recognized straight-line over the lease term based on two components- interest expense which is determined based on the lease liabilities; and amortization of the right-of-use asset which is determined based on the residual amount needed to result in straight-line lease expense. The straight-line lease expense is presented in operating expenses. Under IFRS, interest expense is determined based the lease liability and presented as a financing cost, and the right of use asset is amortized over the lease term and presented in amortization expense.

Adjustments were made to reflect the straight-line lease expense and presentation in operating expenses as required under US GAAP.

(b) Shares in other companies

Under US GAAP, investments in equity securities are subsequently measured at fair value with changes reflected in net income. Under IFRS, NDAG subsequently measured its investments in equity securities at fair value with changes reflected in other comprehensive income.

Adjustments were made to reflect all changes in fair value in net income as required under US GAAP.

(c) Share-based payments compensation – Forfeiture estimates

Under US GAAP, there is an accounting policy choice to recognize forfeitures related to share-based compensation as they occur, which is the accounting policy choice made by Rumble. Under IFRS, forfeitures must be estimated on the grant date of the award and throughout the vesting period.

Adjustments were made to remove the impact of estimated forfeitures to align with Rumble’s accounting policy.

(d) Digital assets

Under US GAAP, digital assets within the scope of ASC 350-60 are subsequently measured at fair value with changes reflected in net income. Under IFRS, digital assets such as cryptocurrencies are generally accounted for as intangible assets unless held for sale in the ordinary course of business. Further, there is an accounting policy choice to apply the revaluation model when an active market exists, resulting in upward revaluations being recognized in OCI and downward revaluations recognized in profit or loss, which is the accounting policy choice made by NDAG.

Adjustments were made to remove the effects of the revaluation model and to reflect all changes in fair value in net income as required under US GAAP.

(e) Deferred taxes

Adjustments were made to tax-effect the above US GAAP adjustments.

(f) Further adjustments have been made to align NDAG’s financial statement presentation with that of Rumble.

6. Tax rate

The effective income tax rate of 12.50% - 31.93% was used to determine the proforma adjustments. Actual rates will differ as a result of the temporary and permanent differences.

9

RUM Group Inc.

Notes to the unaudited Pro Forma Statements of Operations

(Unaudited)

7. Pro forma earnings per share

The Pro Forma Earnings per Share (“Proforma EPS”) has been adjusted to reflect the pro forma consolidated net income for the six-months ended June 30, 2026 and year ended December 31, 2025. The number of shares used in calculating the pro forma consolidated basic and diluted earnings per share is outlined below.

The following is a breakdown of the EPS calculation:

		Six-months ended June 30, 2026				Twelve-months ended December 31, 2025
Net loss from continuing operations		$	(541,448,768	)		$	(742,208,642	)
Weighted average number of shares – basic			272,549,216				412,350,491
Loss per share – basic		$	(1.99	)		$	(1.80	)
Net loss from continuing operations		$	(541,448,768	)		$	(742,208,642	)
Weighted average number of shares – diluted			272,549,216				412,350,491
Loss per share – diluted		$	(1.99	)		$	(1.80	)

10

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF RUM GROUP INC. A 265.9 KB
• EX-99.2 UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF NORTHERN DATA AS OF AND FOR THE T 512.0 KB

Financial & Certifications

• EX-23.1 CONSENT OF LIEBHART & KOLLEGEN WIRTSCHAFTSPRUFER STEUERBERATER, INDEPENDENT AUDI 2.5 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.8 KB
• EX-101 XBRL DEFINITION FILE 26.2 KB
• EX-101 XBRL LABEL FILE 36.3 KB
• EX-101 XBRL PRESENTATION FILE 24.8 KB