RUM Group lifts Northern Data ownership to about 98%

Q: How many Northern Data shares did RUM acquire?

RUM Group Inc. acquired 8,256,155 outstanding Northern Data AG shares from Tether Investments, S.A. de C.V. on September 30, 2026, increasing its stated ownership from approximately 85.2% to approximately 98%.

RUM intends to commence squeeze-out proceedings for the remaining approximately 2% of Northern Data shares.

Filing Impact

(High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

RUM Group Inc. completed its acquisition from Tether Investments, S.A. de C.V. of 8,256,155 outstanding Northern Data AG shares on September 30, 2026. As consideration, RUM issued Tether a pre-funded warrant to purchase up to 16,744,307 RUM Class A common shares at an exercise price of $0.0001 per share. The stated offer ratio is 2.0281 RUM shares for each Northern Data share delivered.

RUM’s ownership of Northern Data increased from approximately 85.2% to approximately 98%. RUM intends to commence squeeze-out proceedings under the German Stock Corporation Act to acquire the remaining approximately 2%; upon completion, its ownership would reach 100%.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 0 points

How the balance works

Positive

Moderate pointNorthern Data ownership rose from approximately 85.2% to approximately 98%.

Negative

None.

Filing Explained

The filing reports a warrant issued to Tether, not issuance of its underlying shares: it can be exercised for up to 16,744,307 RUM Class A shares at a $0.0001 exercise price, and exercise would add shares and reduce existing holders’ percentage ownership.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Northern Data shares acquired: 8,256,155 shares Pre-funded warrant: Up to 16,744,307 Class A common shares Warrant exercise price: $0.0001 per share +5 more

8 metrics

Northern Data shares acquired 8,256,155 shares Acquired on September 30, 2026

Pre-funded warrant Up to 16,744,307 Class A common shares Issued to Tether as consideration for the Northern Data shares

Warrant exercise price $0.0001 per share Exercise price for the Class A common shares

Offer ratio 2.0281 Class A common shares per Northern Data share Ratio stated for each Northern Data share delivered

Northern Data ownership before acquisition Approximately 85.2% Before the completed acquisition

Northern Data ownership after acquisition Approximately 98% After the completed acquisition

Remaining Northern Data shares Approximately 2% RUM intends to acquire these through squeeze-out proceedings

Potential Northern Data ownership 100% Upon completion of the intended squeeze-out proceedings

Key Terms

pre-funded warrant, offer ratio, squeeze-out proceedings, private placement, +1 more

5 terms

pre-funded warrant financial

"issued a pre-funded warrant to Tether"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

offer ratio financial

"representing the offer ratio"

squeeze-out proceedings regulatory

"commence squeeze-out proceedings"

A legal process by which a controlling shareholder or buyer forces remaining minority shareholders to sell their shares, typically after a takeover, merger, or when ownership crosses a statutory threshold. Laws or listing rules set the conditions, required approvals and the fair-price compensation that must be offered. It matters to investors because it ends minority ownership, determines the price they receive, and removes ongoing trading liquidity for those shares.

private placement financial

"issued in a private placement without registration"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Rule 506(b) of Regulation D regulatory

"Rule 506(b) of Regulation D"

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Northern Data shares did RUM acquire?

RUM Group Inc. acquired 8,256,155 outstanding Northern Data AG shares from Tether Investments, S.A. de C.V. on September 30, 2026, increasing its stated ownership from approximately 85.2% to approximately 98%.

Was RUM’s pre-funded warrant issued in a public offering?

No. RUM issued the warrant in a private placement without registration under the Securities Act, relying on the exemptions provided by Section 4(a)(2) and/or Rule 506(b) of Regulation D, and similar exemptions under applicable state laws.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 04:30 PM Accepted by SEC EDGAR 10/02/2026 - 04:30 PM

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

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported): September 30, 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. ☐

Item 3.02. Unregistered Sales of Equity Securities

On September 30, 2026, RUM Group Inc. (the “Company”) completed its previously reported acquisition of an additional 8,256,155 outstanding shares of Northern Data AG (“Northern Data”) from Tether Investments, S.A. de C.V. (“Tether”) pursuant to the Transaction Support Agreement, dated as of November 10, 2025, by and between the Company and Tether, as amended. As consideration for the Company’s acquisition of these Northern Data shares from Tether, the Company issued a pre-funded warrant to Tether in accordance with the terms of the Transaction Support Agreement, entitling Tether to purchase up to 16,744,307 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) (representing the offer ratio of 2.0281 shares of Class A common stock for each Northern Data share delivered), at an exercise price of $0.0001 per share (the “Pre-Funded Warrant”). As a result of the purchase, the Company has increased its ownership in Northern Data from approximately 85.2% to approximately 98%. The Company intends to commence squeeze-out proceedings under the German Stock Corporation Act to acquire the remaining approximately 2% of Northern Data’s outstanding shares, which, upon completion, will bring the Company’s ownership percentage to 100%.

The foregoing description of the Pre-Funded Warrant does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Pre-Funded Warrant, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2026 and incorporated herein by reference.

The Pre-Funded Warrant was issued in a private placement 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. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of Class A Common Stock or any other securities of the Company or Northern Data.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
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).
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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: October 2, 2026	By:	/s/ Maurice F. Edelson
	Name:	Maurice F. Edelson
	Title:	General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents