Rumble Inc SEC Filings

Rumble Inc. entered into a business combination agreement with Northern Data AG tied to a tender offer for 100% of Northern Data’s shares. Each Northern Data share is proposed to be exchanged for 2.0281 newly issued Rumble Class A shares, with a potential additional cash payment of up to USD 200 million contingent on a successful sale and commercialization of Northern Data’s former Corpus Christi site before closing.

The agreements include, conditioned on closing, a customer agreement with Tether of up to USD 150 million for GPU leasing over two years and a commitment to fund up to USD 200 million of potential tax liabilities in cooperation with Rumble. Rumble will acquire Northern Data’s approx. EUR 610 million shareholder loan from Tether; Tether will receive 50% of the balance in Rumble Class A stock at USD 7.88 per share and 50% as a new secured loan. There is no minimum acceptance rate, and holders representing about 72% of shares agreed to support the deal. Launch and closing are expected in Q2 2026, subject to conditions and approvals.

Rumble Inc. reported third‑quarter 2025 results. Revenue was $24.8 million, roughly flat year over year, while the net loss narrowed to $16.3 million from $31.5 million a year ago. Operating loss improved as cost of services fell, driven by lower programming and content spend. Interest income and a gain on warrant remeasurement also supported results.

Cash and cash equivalents were $269.8 million as of September 30, 2025. Year‑to‑date revenue reached $73.6 million, up 13%. Average monthly active users were 47 million in Q3 under GA4, and ARPU was $0.45.

During 2025, Rumble closed a $775 million strategic investment from Tether by issuing 103,333,333 Class A shares at $7.50 per share and completed a tender offer repurchasing 70,000,000 shares for $525 million. The company also invested in bitcoin (210.82 units; fair value $24.0 million at quarter‑end). Subsequent to quarter‑end, Rumble signed a business combination agreement with Northern Data and announced a $100 million advertising commitment from Tether, plus up to $150 million in GPU services purchases following the exchange offer closing.

Rumble Inc. furnished its financial results for the quarter ended September 30, 2025 and announced it has signed a business combination agreement with Northern Data AG, a company focused on AI and high‑performance computing infrastructure.

Subject to the agreement’s terms and conditions, Rumble will submit a voluntary public exchange offer to Northern Data shareholders. When launched, the offer will be made pursuant to a Registration Statement on Form S‑4 with a related information statement and other relevant documents to be filed with the SEC.

Rumble also made available an investor presentation and multiple press releases, all furnished as exhibits. Information under Items 2.02 and 7.01, including exhibits, is furnished and not deemed filed.

Rumble Inc. reported two updates. First, it furnished a press release with financial results for the quarter ended September 30, 2025, under Item 2.02. The materials are furnished, not filed, which limits their legal status under the Exchange Act.

Separately, under Item 7.01, Rumble announced it signed a business combination agreement with Northern Data AG, a leader in AI and high‑performance computing infrastructure. Subject to the agreement’s terms and conditions, Rumble plans to launch a voluntary public exchange offer to all Northern Data shareholders, to be made pursuant to a Registration Statement on Form S‑4. Rumble also furnished a press release and an investor presentation related to the proposed transaction. Additional press releases were furnished, and investors are directed to Rumble’s IR site and designated social channels for disclosures.

Rumble Inc. insider Christopher Pavlovski reported the vesting of restricted stock units and a related withholding of shares to cover tax obligations. The report shows 196,278 Class A common shares were withheld at an effective price of $7.65 per share, reducing his beneficially owned shares to 385,951. The underlying restricted stock units were originally granted in connection with the de-SPAC transaction and vested in three substantially equal installments, with the final installment occurring on the reported transaction date.

The filing notes that no shares were sold; the transfer was solely for tax withholding associated with RSU vesting. This is a routine insider tax-related transaction that adjusts reported ownership but does not indicate a cash sale of stock by the reporting person.

This amendment to a Schedule 13D relates to Rumble Inc.'s Class A common stock and is filed by Tether Holdings, Tether Investments and Giancarlo Devasini (the "Reporting Persons"). The Reporting Persons state beneficial ownership of 103,333,333 shares of Class A Common Stock, representing 32.6% of that class, and report shared voting and shared dispositive power for those shares with no sole voting or dispositive power. The amendment incorporates by reference a press release of the issuer filed as Exhibit 99.4 and otherwise leaves the underlying Schedule 13D unchanged.

Rumble Inc. reported mixed second-quarter results with revenue growth, a large financing event and continued operating losses. Revenue rose to $25.1 million in Q2 2025, up 12% from $22.5 million a year earlier, driven by Audience Monetization and Other Initiatives. The company recorded a quarterly net loss of $30.2 million, larger than the prior-year quarter, while six-month net loss improved to $32.9 million from $70.1 million in 2024.

Rumble closed a $775 million strategic investment from Tether and completed a $525 million tender to repurchase ~70.0 million shares, leaving net proceeds of $250.0 million and increasing cash to $283.8 million at June 30, 2025. Average MAUs were 51 million in Q2 (down 14% QoQ) while ARPU rose to $0.42 (up 24% QoQ). The company purchased bitcoin (cost $19.1 million; fair value $22.6 million) and disclosed material weaknesses in internal control as of Dec 31, 2024 and a lawsuit alleging approximately $419.0 million in damages.

Rumble Inc. furnished an 8-K stating it issued a press release announcing financial results for the quarter ended June 30, 2025; the press release is furnished as Exhibit 99.1. The 8-K does not include the company’s financial figures within its body and notes the exhibit contains the detailed announcement.

The filing also discloses the specific social media accounts Rumble intends to use for Regulation FD communications (including @rumblevideo, @rumblecloud, TRUTH Social accounts, and accounts associated with the CEO). The 8-K states the furnished information is not filed for purposes of Section 18 liability.