RUM Group: Tether discloses 50.3% stake

Tether-affiliated entities report a 50.3% beneficial stake in RUM Group Inc., combining common shares and substantial Pre-Funded Warrants under a Support Agreement.

Rhea-AI Filing Summary

RUM Group Inc. (RUM) has an updated Schedule 13D/A showing that Tether Global Investments Fund, S.I.C.A.F., S.A., its subsidiary Tether Investments, S.A. de C.V., and Giancarlo Devasini collectively beneficially own 261,485,350 shares of Class A Common Stock on an as-converted basis, representing 50.3% of the class.

This position consists of 141,877,369 Class A Common shares and 119,607,981 Pre-Funded Warrants exercisable into Class A Common Stock. The ownership percentage is calculated using 276,328,597 shares outstanding, 123,690,477 shares issuable from exchangeable shares of subsidiary 1000045728 Ontario Inc., and 119,607,981 shares issuable upon warrant exercise, all as of August 6, 2026.

The amendment also discloses that under a Support Agreement, Tether Investments acquired 8,256,155 ND Shares on September 2, 2026, triggering a "Top-Up Exchange" whereby RUM is obligated to issue Pre-Funded Warrants exercisable for an additional 16,744,307 shares of Class A Common Stock, to maintain compliance with a stated Voting Limitation.

Filing Explained

The Support Agreement can require monthly exchanges for up to one year, with shares replaced by warrants when Tether would exceed the voting limit.

The amendment adds a continuing Support Agreement mechanism: for up to one year following Support Closing, the issuer must exchange each ND Share TINV and its affiliates hold at month-end for 2.0281 new Class A shares, or for pre-funded warrants when the resulting ownership would exceed the Voting Limitation.

The filing describes the Top-Up Exchange as an obligation to issue 16,744,307 warrants; it does not report their exercise into Class A shares. A pre-funded warrant converts to shares when exercised, so these warrants create share-conversion capacity rather than currently reported issued shares; if conversion occurs, issuing additional shares would reduce existing holders’ percentage ownership absent offsetting changes.

Key Figures

Beneficial ownership percentage: 50.3% Class A Common Stock held: 141,877,369 shares Pre-Funded Warrants: 119,607,981 warrants +5 more

8 metrics

Beneficial ownership percentage 50.3% Class A Common Stock beneficially owned by the reporting persons as of August 6, 2026

Class A Common Stock held 141,877,369 shares Shares of Class A Common Stock beneficially owned by the reporting persons

Pre-Funded Warrants 119,607,981 warrants Pre-Funded Warrants exercisable for Class A Common Stock beneficially owned

Total beneficially owned (as-converted) 261,485,350 shares Total Class A Common Stock beneficially owned, including shares underlying Pre-Funded Warrants

Shares outstanding baseline 276,328,597 shares Class A Common Stock issued and outstanding as of August 6, 2026

Exchangeable shares baseline 123,690,477 shares Class A shares issuable upon exchange of exchangeable shares of 1000045728 Ontario Inc.

ND Shares acquired 8,256,155 shares ND Shares acquired by Tether Investments on September 2, 2026 under the Support Agreement

Top-Up Exchange warrants 16,744,307 shares Class A shares underlying Pre-Funded Warrants to be issued in the Top-Up Exchange

Key Terms

Pre-Funded Warrants, exchangeable shares, Support Agreement, Top-Up Exchange, +1 more

5 terms

Pre-Funded Warrants financial

"119,607,981 Pre-Funded Warrants exercisable for Class A Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

exchangeable shares financial

"shares of Class A Common Stock issuable upon exchange of any issued and outstanding exchangeable shares"

Exchangeable shares are stock-like securities that the holder can swap for shares of a different company or a different class of shares, usually according to a preset ratio and time conditions. Think of them like a coupon that can be redeemed for another product: their value and future supply depend on the underlying shares they convert into, so investors care because conversion can change ownership stakes, affect share supply and price, and shift potential returns or voting power.

Support Agreement financial

"Pursuant to the terms of the Support Agreement, up to one year following"

A support agreement is a written commitment in which one or more parties promise to take specific actions—such as lending money, voting a certain way, or providing other help—to back a corporate deal, restructuring or financing. For investors it matters because these promises raise the chances a plan will succeed and reduce uncertainty about who will pay or vote for what; think of it like neighbors formally agreeing to chip in and carry out a shared repair so everyone knows it will get done.

Top-Up Exchange financial

"Pre-Funded Warrants exercisable for an aggregate of 16,744,307 shares of Class A Common Stock (the "Top-Up Exchange")"

Voting Limitation financial

"to the extent that the shares ... would cause TINV to exceed the Voting Limitation"

FAQ

What percentage of RUM Group Inc. (RUM) does Tether now beneficially own?

The reporting persons state they beneficially own 50.3% of RUM’s Class A Common Stock, based on common shares outstanding plus shares issuable from exchangeable shares and Pre-Funded Warrants, calculated as of August 6, 2026.

How many RUM Class A shares and warrants do the Tether entities hold?

They report beneficial ownership of 141,877,369 Class A Common shares and 119,607,981 Pre-Funded Warrants exercisable for Class A Common Stock, for a total of 261,485,350 shares on an as-converted basis.

What baseline share counts were used to compute Tether’s 50.3% stake in RUM?

The 50.3% is based on 276,328,597 Class A shares outstanding, 123,690,477 Class A shares issuable upon exchange of subsidiary 1000045728 Ontario Inc. exchangeable shares, and 119,607,981 Class A shares issuable upon exercise of Pre-Funded Warrants, all as of August 6, 2026.

What is the Top-Up Exchange described in the RUM (RUM) Schedule 13D/A amendment?

Under a Support Agreement, after acquiring 8,256,155 ND Shares on September 2, 2026, RUM is obligated to issue Tether Investments Pre-Funded Warrants exercisable for an aggregate of 16,744,307 Class A shares, referred to as the “Top-Up Exchange.”

Who are the reporting persons in this Schedule 13D/A for RUM Group Inc. (RUM)?

The reporting persons are Tether Global Investments Fund, S.I.C.A.F., S.A., its wholly owned subsidiary Tether Investments, S.A. de C.V., and Giancarlo Devasini, who is described as indirectly holding voting and dispositive power over the securities held by these entities.

Has Tether reported other recent RUM share transactions besides the Top-Up Exchange?

The reporting persons state that, except for the Top-Up Exchange, they have not engaged in any transactions in RUM Class A Common Stock during the past 60 days.

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Available on EDGAR 09/04/2026 - 05:01 PM Accepted by SEC EDGAR 09/04/2026 - 05:01 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

RUM Group Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

78137L105

(CUSIP Number)

Tether Global Investments Fund
Final Av. La Revolucion, Edif. Centro, Corporativo Presidente Plaza, Nivel 12
San Salvador, H3, 00000
4420 4621 1793

Daniel Woodard
McDermott Will & Schulte LLP, One Vanderbilt Avenue
New York, NY, 10017
(212) 547-5400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 78137L105

1

Name of reporting person

Tether Global Investments Fund, S.I.C.A.F., S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

EL SALVADOR

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 261,485,350.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 261,485,350.00

11

Aggregate amount beneficially owned by each reporting person

261,485,350.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

50.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note in relation to Items 8, 10 and 11: Includes (i) 141,877,369 shares of Class A Common Stock, par value $0.0001 per share, of RUM Group Inc. (f/k/a Rumble Inc.) ("Class A Common Stock"); and (ii) 119,607,981 Pre-Funded Warrants exercisable for Class A Common Stock held by Tether Investments, S.A. de C.V., a wholly owned subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. Note in relation to Item 13: This percentage is calculated based upon (i) 276,328,597 shares of Class A Common Stock issued and outstanding; (ii) 123,690,477 shares of Class A Common Stock issuable upon exchange of any issued and outstanding exchangeable shares of the Issuer's subsidiary 1000045728 Ontario Inc.; and (iii) 119,607,981 Pre-Funded Warrants exercisable for Class A Common Stock, in each case, as of August 6, 2026.

SCHEDULE 13D

CUSIP Number(s): 78137L105

1

Name of reporting person

Tether Investments, S.A. de C.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

EL SALVADOR

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 261,485,350.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 261,485,350.00

11

Aggregate amount beneficially owned by each reporting person

261,485,350.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

50.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note in relation to Items 8, 10 and 11: Includes (i) 141,877,369 shares of Class A Common Stock; and (ii) 119,607,981 Pre-Funded Warrants exercisable for Class A Common Stock. Note in relation to Item 13: This percentage is calculated based upon (i) 276,328,597 shares of Class A Common Stock issued and outstanding; (ii) 123,690,477 shares of Class A Common Stock issuable upon exchange of any issued and outstanding exchangeable shares of the Issuer's subsidiary 1000045728 Ontario Inc.; and (iii) 119,607,981 Pre-Funded Warrants exercisable for Class A Common Stock, in each case, as of August 6, 2026.

SCHEDULE 13D

CUSIP Number(s): 78137L105

1

Name of reporting person

Giancarlo Devasini

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 261,485,350.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 261,485,350.00

11

Aggregate amount beneficially owned by each reporting person

261,485,350.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

50.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note in relation to Items 8, 10 and 11: Includes (i) 141,877,369 shares of Class A Common Stock ; and (ii) 119,607,981 Pre-Funded Warrants exercisable for Class A Common Stock held by Tether Investments, S.A. de C.V., a wholly owned subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. Mr. Devasini 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, S.A. de C.V., its wholly-owned subsidiary. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest. Note in relation to Item 13: This percentage is calculated based upon (i) 276,328,597 shares of Class A Common Stock issued and outstanding; (ii) 123,690,477 shares of Class A Common Stock issuable upon exchange of any issued and outstanding exchangeable shares of the Issuer's subsidiary 1000045728 Ontario Inc.; and (iii) 119,607,981 Pre-Funded Warrants exercisable for Class A Common Stock, in each case, as of August 6, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: RUM Group Inc.
(c)	Address of Issuer's Principal Executive Offices: 444 Gulf of Mexico Dr, Longboat Key, FLORIDA , 34228.
Item 1 Comment: This statement on Schedule 13D amends the Schedule 13D of Tether Holdings, S.A. de C.V., an El Salvador entity, Tether Investments, S.A. de C.V., an El Salvador entity, and Giancarlo Devasini that was originally filed with the Securities and Exchange Commission on February 7, 2025 as amended by Amendment No. 1 filed on August 11, 2025, and Amendment No. 2 filed on November 12, 2025 and Amendment No. 3 filed on June 22, 2026 (as amended, the "Schedule 13D") with respect to the Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of RUM Group Inc. (f/k/a Rumble Inc.), a Delaware corporation (the "Issuer"). This amendment to the Schedule 13D is being filed by Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.), an El Salvador entity, Tether Investments, S.A. de C.V., an El Salvador entity ("Tether Investments"), and Giancarlo Devasini (collectively, the "Reporting Persons") and constitutes Amendment No. 4 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 4.	Purpose of Transaction
	See the Schedule 13D, as amended, for historical information. Item 4 is amended and supplemented as follows: Pursuant to the terms of the Support Agreement, up to one year following the Support Closing TINV has agreed to sell, and the Issuer has agreed to purchase, each ND Share owned by TINV at the end of each calendar month in exchange for 2.0281 new shares of Class A Common Stock or Pre-Funded Warrants to the extent that the shares of Class A Common Stock to be owned by TINV and its affiliates following such purchase would cause TINV to exceed the Voting Limitation. TINV acquired beneficial ownership of 8,256,155 ND Shares on September 2, 2026. Therefore, upon acquisition of the ND Shares, the Issuer is obligated to issue to TINV Pre-Funded Warrants exercisable for an aggregate of 16,744,307 shares of Class A Common Stock (the "Top-Up Exchange").
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Persons beneficially own (i) 141,877,369 shares of Class A Common Stock; and (ii) 119,607,981 Pre-Funded Warrants exercisable for Class A Common Stock, representing 50.3% of the Class A Common Stock. This percentage is calculated based on (i) 276,328,597 shares of Class A Common Stock issued and outstanding; (ii) 123,690,477 shares of Class A Common Stock issuable upon exchange of any issued and outstanding exchangeable shares of the Issuer's subsidiary 1000045728 Ontario Inc.; and (iii) 119,607,981 shares of Class A Common Stock issuable upon exercise of Pre-Funded Warrants in each case, as of August 6, 2026.
(b)	Each of the Reporting Persons has voting and dispositive power with respect to the beneficially owned 261,485,350 shares of Class A Common Stock.
(c)	Except for the Top-Up Exchange, the Reporting Persons have not engaged in any transactions in the shares of Class A Common Stock during the past 60 days.
(d)	None.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Schedule A Executive Officers and Directors 99.1 Agreement of filing persons relating to filing of joint statement per Rule 13d-1(k).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Tether Global Investments Fund, S.I.C.A.F., S.A.

Signature:	/s/ Omar Rossi
Name/Title:	Omar Rossi, Sole Administrator
Date:	09/04/2026

Tether Investments, S.A. de C.V.

Signature:	/s/ Giancarlo Devasini
Name/Title:	Name: Giancarlo Devasini, Title: Sole Administrator
Date:	09/04/2026

Giancarlo Devasini

Signature:	/s/ Giancarlo Devasini
Name/Title:	Giancarlo Devasini, individually
Date:	09/04/2026