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Tether Investments (NASDAQ: RUM) expands exposure via RUM Group stock and pre-funded warrants

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

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

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

Positive

  • None.

Negative

  • None.

Insights

Tether-linked entities significantly increased and restructured their economic stake in RUM Group through stock and warrant deals.

The filing shows Tether Investments acquiring 4,599,365 Pre-Funded Warrants at $7.8799 each, plus receiving substantial additional warrants and Class A shares via contractual agreements. These instruments are exercisable at a nominal $0.0001 per share on a cashless basis, giving strong economic exposure with limited incremental cash needs to convert.

The transactions implement a Transaction Support Agreement, Equity Commitment Agreement and Sale and Transfer Agreement, including an approximately $36.2 million drawdown in exchange for Pre-Funded Warrants. A 9.9% voting power cap means much of the stake is structured to limit formal control even as economic exposure grows. Subsequent company filings may clarify how these structures affect governance and future capital decisions.

Insider Tether Global Investments Fund, S.I.C.A.F., S.A., Tether Investments, S.A. de C.V., Devasini Giancarlo
Role null | null | null
Bought 4,599,365 shs ($36.24M)
Type Security Shares Price Value
Other Pre-Funded Warrant 46,719,910 $7.8799 $368.15M
Other Pre-Funded Warrant 51,544,399 $0.00 --
Purchase Pre-Funded Warrant 4,599,365 $7.8799 $36.24M
Other Class A Common Stock, par value $0.0001 per share 36,703,354 $0.00 --
Holdings After Transaction: Pre-Funded Warrant — 46,719,910 shares (Indirect, By Tether Investments, S.A. de C.V.); Class A Common Stock, par value $0.0001 per share — 141,877,369 shares (Indirect, By Tether Investments, S.A. de C.V.)
Footnotes (1)
  1. Pursuant to the Transaction Support Agreement, dated as of November 10, 2025 (the "TSA"), by and between Tether Investments, S.A. de C.V. ("Tether Investments") and RUM Group Inc. (f/k/a Rumble Inc.) (the "Issuer"), at the Closing (as defined in the TSA), the Issuer issued to Tether Investments 2.0281 shares of its Class A common stock, par value $0.0001 per share ("Class A Common Stock") for each no-par value bearer share of Northern Data AG sold to the Issuer by Tether Investments. The market price per share of Class A Common Stock was $7.39 per share at the close of business June 16, 2026. The shares reported herein are directly owned by Tether Investments, a wholly-owned subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.). Mr. Devasini holds a greater than 50% voting interest in Tether Global Investments Fund, S.I.C.A.F., S.A. and thus indirectly holds voting and dispositive power with respect to the securities held by Tether Global Investments Fund, S.I.C.A.F., S.A., including securities held by Tether Investments, its wholly-owned subsidiary. As such, each of Tether Global Investments Fund, S.I.C.A.F., S.A. and Mr. Devasini may be deemed to have beneficial ownership of the shares directly held by the Tether Investments. Each such entity or person disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Pursuant to the TSA, to the extent that the issuance of Class A Common Stock to Tether Investments as consideration under the TSA would result in Tether Investments and its affiliates owning more than 9.9% of the outstanding voting power of the capital stock of the Issuer (the "Voting Limitation"), the Issuer instead delivered to Tether Investments a pre-funded warrant (a "Pre-Funded Warrant") exercisable on a cashless basis into such number of shares of Class A Common Stock so that the shares of Class A Common Stock to be owned by Tether Investments and its affiliates following the Closing will not exceed the Voting Limitation. Pursuant to the Equity Commitment Agreement, dated as of November 10, 2025 (the "ECA") by and between Tether Investments and the Issuer, at the Closing (as defined in the TSA), the Issuer drew down approximately $36.2 million in exchange for Pre-Funded Warrants, which were issued in lieu of delivering shares of Class A Common Stock due to the Voting Limitation contained in the ECA. Pursuant to the Sale and Transfer and Amendment and Restatement Agreement, dated as of November 10, 2025 (the "Sale and Transfer Agreement") by and among Tether Investments, Northern Data AG and the Issuer, Tether Investments sold to a subsidiary of the Issuer the receivable under Northern Data's loan agreement, with Tether Investments as lender, in exchange for (i) Pre-Funded Warrants exercisable on a cashless basis into such number of shares of Class A Common Stock equal to 50% of the value of such receivable divided by $7.8799 and (ii) a new loan agreement with Tether Investments as lender and principal balance equal in value to the remaining 50% of the receivable.
Pre-Funded Warrants purchased 4,599,365 warrants at $7.8799 Open-market purchase by Tether Investments
Warrant exercise price $0.0001 per share Exercise price for Pre-Funded Warrants into Class A stock
Class A shares issued 36,703,354 shares Non-derivative J-code transaction to Tether Investments
Warrants from restructuring 51,544,399 pre-funded warrants J-code derivative transaction tied to agreements
Additional warrants reported 46,719,910 pre-funded warrants J-code derivative transaction with total following 46,719,910
Class A shares held 141,877,369 shares Indirect Class A common stock held by Tether Investments
Equity drawdown approximately $36.2 million Drawn under Equity Commitment Agreement for pre-funded warrants
Share exchange ratio 2.0281 Class A shares Per Northern Data AG share sold under TSA
Pre-Funded Warrant financial
"the Issuer instead delivered to Tether Investments a pre-funded warrant (a "Pre-Funded Warrant") exercisable on a cashless basis"
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.
Transaction Support Agreement financial
"Pursuant to the Transaction Support Agreement, dated as of November 10, 2025 (the "TSA"), by and between Tether Investments"
A transaction support agreement is a contract among the parties involved in a pending deal that spells out who must do what, who bears which risks, and how any problems discovered before or after closing will be handled. Think of it as a moving checklist and shared rulebook that helps the deal finish smoothly. Investors care because its terms affect the likelihood and timing of closing, potential costs or liabilities after the deal, and the value or dilution of their holdings.
Equity Commitment Agreement financial
"Pursuant to the Equity Commitment Agreement, dated as of November 10, 2025 (the "ECA") by and between Tether Investments and the Issuer"
Voting Limitation financial
"would result in Tether Investments and its affiliates owning more than 9.9% of the outstanding voting power of the capital stock of the Issuer (the "Voting Limitation")"
beneficial ownership financial
"may be deemed to have beneficial ownership of the shares directly held by the Tether Investments"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Tether Global Investments Fund, S.I.C.A.F., S.A.
(Last)(First)(Middle)
FINAL AV. LA REVOLUCION, EDIF. CENTRO
CORPORATIVO PRESIDENTE PLAZA, NIVEL 12
(Street)
SAN SALVADOR00000
(City)(State)(Zip)
EL SALVADOR
(Country)		2. Issuer Name and Ticker or Trading Symbol
RUM Group Inc. [ RUM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock, par value $0.0001 per share06/17/2026J(1)36,703,354A(1)141,877,369I(2)By Tether Investments, S.A. de C.V.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Pre-Funded Warrant$0.000106/17/2026J(3)51,544,39906/17/202606/17/2036Class A Common Stock51,544,399(3)51,544,399I(2)By Tether Investments, S.A. de C.V.
Pre-Funded Warrant$0.000106/17/2026P(4)4,599,36506/17/202606/17/2036Class A Common Stock4,599,365$7.879956,143,764I(2)By Tether Investments, S.A. de C.V.
Pre-Funded Warrant$0.000106/18/2026J(5)46,719,91006/18/202606/18/2036Class A Common Stock46,719,910$7.879946,719,910I(2)By Tether Investments, S.A. de C.V.
1. Name and Address of Reporting Person*
Tether Global Investments Fund, S.I.C.A.F., S.A.
(Last)(First)(Middle)
FINAL AV. LA REVOLUCION, EDIF. CENTRO
CORPORATIVO PRESIDENTE PLAZA, NIVEL 12
(Street)
SAN SALVADOR00000
(City)(State)(Zip)
EL SALVADOR
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Tether Investments, S.A. de C.V.
(Last)(First)(Middle)
FINAL AV. LA REVOLUCION, EDIF. CENTRO
CORPORATIVO PRESIDENTE PLAZA, NIVEL 12
(Street)
SAN SALVADOR00000
(City)(State)(Zip)
EL SALVADOR
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Devasini Giancarlo
(Last)(First)(Middle)
FINAL AV. LA REVOLUCION, EDIF. CENTRO
CORPORATIVO PRESIDENTE PLAZA, NIVEL 12
(Street)
SAN SALVADOR00000
(City)(State)(Zip)
EL SALVADOR
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Pursuant to the Transaction Support Agreement, dated as of November 10, 2025 (the "TSA"), by and between Tether Investments, S.A. de C.V. ("Tether Investments") and RUM Group Inc. (f/k/a Rumble Inc.) (the "Issuer"), at the Closing (as defined in the TSA), the Issuer issued to Tether Investments 2.0281 shares of its Class A common stock, par value $0.0001 per share ("Class A Common Stock") for each no-par value bearer share of Northern Data AG sold to the Issuer by Tether Investments. The market price per share of Class A Common Stock was $7.39 per share at the close of business June 16, 2026.
2. The shares reported herein are directly owned by Tether Investments, a wholly-owned subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.). Mr. Devasini holds a greater than 50% voting interest in Tether Global Investments Fund, S.I.C.A.F., S.A. and thus indirectly holds voting and dispositive power with respect to the securities held by Tether Global Investments Fund, S.I.C.A.F., S.A., including securities held by Tether Investments, its wholly-owned subsidiary. As such, each of Tether Global Investments Fund, S.I.C.A.F., S.A. and Mr. Devasini may be deemed to have beneficial ownership of the shares directly held by the Tether Investments. Each such entity or person disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
3. Pursuant to the TSA, to the extent that the issuance of Class A Common Stock to Tether Investments as consideration under the TSA would result in Tether Investments and its affiliates owning more than 9.9% of the outstanding voting power of the capital stock of the Issuer (the "Voting Limitation"), the Issuer instead delivered to Tether Investments a pre-funded warrant (a "Pre-Funded Warrant") exercisable on a cashless basis into such number of shares of Class A Common Stock so that the shares of Class A Common Stock to be owned by Tether Investments and its affiliates following the Closing will not exceed the Voting Limitation.
4. Pursuant to the Equity Commitment Agreement, dated as of November 10, 2025 (the "ECA") by and between Tether Investments and the Issuer, at the Closing (as defined in the TSA), the Issuer drew down approximately $36.2 million in exchange for Pre-Funded Warrants, which were issued in lieu of delivering shares of Class A Common Stock due to the Voting Limitation contained in the ECA.
5. Pursuant to the Sale and Transfer and Amendment and Restatement Agreement, dated as of November 10, 2025 (the "Sale and Transfer Agreement") by and among Tether Investments, Northern Data AG and the Issuer, Tether Investments sold to a subsidiary of the Issuer the receivable under Northern Data's loan agreement, with Tether Investments as lender, in exchange for (i) Pre-Funded Warrants exercisable on a cashless basis into such number of shares of Class A Common Stock equal to 50% of the value of such receivable divided by $7.8799 and (ii) a new loan agreement with Tether Investments as lender and principal balance equal in value to the remaining 50% of the receivable.
/s/ Omar Rossi, Sole Administrator of Tether Global Investments Fund, S.I.C.A.F., S.A.06/22/2026
/s/ Giancarlo Devasini, as Sole Administrator of Tether Investments, S.A. de C.V.06/22/2026
/s/ Giancarlo Devasini06/22/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Tether Investments do in this RUM Form 4 filing?

Tether Investments acquired 4,599,365 Pre-Funded Warrants at $7.8799 each and received additional warrants and Class A shares under several agreements. These moves substantially increased its economic exposure to RUM Group Inc. through both stock and deeply in-the-money warrants.

How many RUM Group Class A shares does Tether Investments hold after these transactions?

After the reported transactions, Tether Investments is shown holding 141,877,369 Class A common shares indirectly. This figure reflects stock received under the contractual arrangements and provides a sense of the scale of its equity stake in RUM Group Inc..

What are the key terms of the RUM Group pre-funded warrants held by Tether Investments?

The Pre-Funded Warrants are exercisable on a cashless basis into Class A common stock at an exercise price of $0.0001 per share. One warrant generally corresponds to one share, giving Tether Investments significant upside exposure with minimal additional cash required to convert.

Why did RUM Group issue pre-funded warrants instead of more Class A shares?

Footnotes explain that issuing additional Class A shares could have pushed Tether Investments and affiliates above a 9.9% voting power cap. To respect this voting limitation, RUM Group delivered Pre-Funded Warrants instead of shares while still providing economic consideration.

What is the $36.2 million mentioned in the RUM Group Form 4 footnotes?

Under an Equity Commitment Agreement, RUM Group drew down approximately $36.2 million at closing in exchange for Pre-Funded Warrants. Those warrants were issued instead of Class A shares because of the 9.9% voting limitation governing Tether Investments’ ownership structure.