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:
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).
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.
On August 10, 2026, RUM Group Inc. issued a press
release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1
hereto and is incorporated by reference herein.
The information included in this Item 2.02, including
the accompanying exhibits, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information
in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
Investors and others should note that we announce
material financial and operational information to our investors using our investor relations website (investors.rumble.com), press
releases, SEC filings and public conference calls and webcasts. We also intend to use certain social media accounts as a means of disclosing
information about us and our services and to comply with our disclosure obligations under Regulation FD: the @rumblevideo X account (x.com/rumblevideo),
the @rumble TRUTH Social account (truthsocial.com/@rumble), the @chrispavlovski X account (x.com/chrispavlovski), and the
@chris TRUTH Social account (truthsocial.com/@chris), which Chris Pavlovski, our founder and Chief Executive Officer, also uses
as a means for personal communications and observations. The information we post through these social media channels may be deemed material.
Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public
conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above
may be updated from time to time, as listed on our investor relations website.
The information included in this Item 7.01 is being
furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities
of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document
pursuant to the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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.
Exhibit 99.1
RUM
Group Inc. Reports Record Second Quarter 2026 Results
~
Record Revenue of $40.4 Million up 61% YoY ~
~
Record Revenue for Rumble Excluding Northern Data up 21% YoY~
~
Closed Acquisition of Northern Data, Adding Approximately 250 MW of Unmonetized 2027 Targeted Capacity Representing a $3B+ ARR Opportunity
~
~
Initiating Formal Guidance Beginning with Third Quarter 2026 Revenue Outlook of $87 Million to $93 Million ~
LONGBOAT
KEY, Fla., August 10, 2026 (GLOBE NEWSWIRE) – RUM Group Inc. (Nasdaq: RUM) (“RUM Group” or the “Company”),
an AI infrastructure and video company on a mission to unlock the power of human imagination, today announced financial results for the
fiscal quarter ended June 30, 2026.
Q2
2026 Key Highlights and Key Items
| ● | Closed
the acquisition of Northern Data AG (“Northern Data”) on June 17, 2026, securing
approximately 85.2% of Northern Data's outstanding shares. |
| ● | Re-named
parent company RUM Group Inc. and announced a corporate realignment with two business units:
Rumble, the Company's video platform, and Quake AI, the cloud and AI-infrastructure business
combining Rumble Cloud with Northern Data's GPU estate of roughly 22,000 NVIDIA H100/H200
GPUs. |
| ● | Record
quarterly revenue of $40.4 million, up 58% QoQ and 61% YoY. Northern Data contributed $10.1
million from the date of acquisition. Record revenue of $30.3 million for the Rumble Video
business, up 19% QoQ and 21% YoY. |
| ● | With
the close of the acquisition of Northern Data, to provide greater visibility and insight,
the Company is initiating formal guidance beginning with revenue outlook for the third quarter
of 2026 of $87 million to $93 million. |
| ● | Quake
AI now has approximately 250MW of unmonetized capacity targeted for 2027, which we believe
represents a $3B+ annual run rate opportunity(1). |
| ● | Signed
a multi-year agreement with Together AI to deploy NVIDIA HGX™ B300 GPU cloud capacity. |
| ● | Quake
AI continues to have strong performance and demand for its existing GPU estate with utilization
of approximately 85% for the quarter. |
Management
Commentary
Chris
Pavlovski, Founder and CEO, RUM Group Inc., commented, “This was a transformational quarter for our company. On June 17, we closed
our acquisition of Northern Data and renamed our parent company RUM Group Inc., establishing two synergistic business units: Rumble,
our video platform, and Quake AI, our new cloud and AI-infrastructure business. Revenue grew 61% year-over-year to $40.4 million, marking
another all-time record for our company. With Quake AI's existing GPU estate running at 85% utilization, a new multi-year agreement with
Together AI, and 250 megawatts of targeted 2027 power, which we believe represents a $3 billion-plus annual run-rate opportunity, RUM
Group is uniquely positioned to power the coming robotic and agentic AI era, combining scaled AI compute with the trove of Rumble's video
data and creator community that today's neoclouds simply don't have."
| (1) | See Company Presentation dated 6/30/2026
available at investors.rumble.com for further information and assumptions. |
Q2 Financial
Summary (Unaudited)
| For
the three months ended June 30, | |
2026 | | |
2025 | | |
Variance
($) | | |
Variance
(%) | |
| | |
| | |
| | |
| | |
| |
| Revenues | |
$ | 40,366,736 | | |
$ | 25,084,631 | | |
$ | 15,282,105 | | |
| 61 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Expenses | |
| | | |
| | | |
| | | |
| | |
| Cost of services (content, hosting and other) | |
$ | 30,607,067 | | |
$ | 26,542,307 | | |
$ | 4,064,760 | | |
| 15 | % |
| General and administrative | |
| 16,327,551 | | |
| 11,666,331 | | |
| 4,661,220 | | |
| 40 | % |
| Research and development | |
| 6,795,275 | | |
| 4,825,884 | | |
| 1,969,391 | | |
| 41 | % |
| Sales and marketing | |
| 10,379,335 | | |
| 7,891,526 | | |
| 2,487,809 | | |
| 32 | % |
Revenues
increased by $15.3 million to $40.4 million in the three months ended June 30, 2026 compared to the three months ended June 30, 2025,
of which $5.6 million was attributable to an increase in Audience Monetization revenues and $9.7 million attributable to higher Other
Initiatives revenues. The increase in Audience Monetization revenues was driven by $5.9 million in advertising revenue and $0.2 million
from licensing and platform hosting fees, offset by a $0.5 million decrease in subscription revenue. The increase in Other Initiatives
revenue was driven by the acquisition of Northern Data, which contributed $10.1 million in cloud computing and colocation services from
the date of acquisition. Excluding Northern Data, Other Initiatives revenue decreased by $0.4 million, reflecting reduced advertising
inventory being monetized by our publisher network and a decline in cloud services revenue.
Cost
of services increased by $4.1 million to $30.6 million for the three months ended June 30, 2026, compared to the three months ended June
30, 2025. The increase was driven by $2.1 million of higher programming and content costs and $2.5 million of incremental data center-related
expenses associated with the acquisition of Northern Data, partially offset by a $0.5 million decrease in other cost of services.
General
and administrative expenses increased by $4.7 million to $16.3 million for the three months ended June 30, 2026 compared to the three
months ended June 30, 2025. The increase was driven by the acquisition of Northern Data, which contributed $5.0 million of payroll and
related expenses and other administrative costs. Excluding Northern Data, the remaining variance reflects a $0.9 million increase in
payroll and related expenses and a $0.4 million increase in other administrative costs, partially offset by a $1.6 million decrease in
professional fees.
Research
and development expenses increased by $2.0 million to $6.8 million for the three months ended June 30, 2026 compared to the three months
ended June 30, 2025. The increase was due to an increase in payroll and related expenses of $1.1 million and higher costs associated
with computer software, hardware, and other expenditures used in research and development-related activities of $0.9 million.
Sales
and marketing expenses increased by $2.5 million to $10.4 million for the three months ended June 30, 2026 compared to the three months
ended June 30, 2025. The increase was attributable to higher marketing and public relations spend of $1.2 million, increased payroll
and related expenses of $1.1 million, and other sales and marketing-related expenditures of $0.2 million.
As
of June 30, 2026, RUM Group had total liquidity of $220.5 million, consisting of $203.3 million in cash and cash equivalents and 293.14
Bitcoin, valued at $17.2 million.
Q3
2026 Outlook
RUM
Group initiates revenue outlook for the third quarter of 2026 of $87 million to $93 million.
Conference
Call Webcast Information
The
Company will host a conference call at 5:00 p.m. Eastern Time today, Monday, August 10, 2026, to discuss its quarterly results. Access
to the live webcast and replay of the conference call will be available here and on RUM Group’s Investor Relations website
at investors.rumble.com under 'News & Events.’
Chris
Pavlovski, the Chairman and CEO of RUM Group, will join Matt Kohrs shortly after the conclusion of the Company’s earnings call.
The interview will be accessible here and streamed live on the Matt Kohrs Rumble channel at rumble.com/MattKohrs.
Upcoming
Conference Participation
RUM
Group's management team will participate in the following upcoming conferences:
The
Oppenheimer 29th Annual Technology, Internet & Communications Conference, to be held virtually on August 11-13, 2026. Chris Pavlovski,
the Chief Executive Officer, and Michael Masci, the Chief Financial Officer of RUM Group, will participate in an analyst-selected fireside
chat on Tuesday, August 11, 2026, at 2:55 PM ET.
Canaccord
Genuity's 46th Annual Growth Conference, to be held August 11-13, 2026 at the InterContinental Boston in Boston, MA. Michael
Masci will present on August 12th at 12:30 PM ET. Presentations will be available via webcast on the Company’s investor
relations website.
About
RUM Group Inc.
RUM
Group Inc. is an AI infrastructure and video company. Its Quake AI business delivers AI compute as a service, operating AI data centers
including GPU and CPU compute, storage, and networking at scale. Rumble, RUM Group's video business and the original tenant of Quake
AI, provides creators and enterprises a full suite of video technologies, unlocking reach, scale, and monetization. RUM Group is building
the rails of the agentic-first enterprise: the AI compute, cloud infrastructure, and trust layer for the agentic AI future, advancing
RUM Group's mission to maximize the power of human imagination. For more information, visit www.rum.group.
Non-U.S.
GAAP Financial Measures
To
supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial
measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may
be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding
of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented
in accordance with GAAP. We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net income (loss) excluding interest
income (expense), net, other income (expense), net, provision for income taxes, depreciation and amortization, share-based compensation
expense, acquisition-related transaction costs, change in fair value of warrants, change in fair value of digital assets, and change
in the fair value of derivative. The Company’s management believes that it is important to consider Adjusted EBITDA, in addition
to net income (loss), as it helps identify trends in our business that could otherwise be masked by the effect of the gains and losses
that are included in net income (loss) but excluded from Adjusted EBITDA.
Adjusted
EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There
are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest GAAP equivalent. As a result
of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss)
and our other financial results presented in accordance with GAAP.
Forward-Looking
Statements
Certain
statements in this press release and the associated conference call constitute "forward-looking statements" within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995. Statements contained in this press release that are not historical facts
are forward-looking statements and include, for example, statements regarding our expectations regarding future results and certain key
performance indicators, including our third quarter 2026 revenue outlook and views regarding unmonetized 2027 targeted capacity and ARR
opportunity, and our ability to meet working capital needs and cash requirements over the next 12 months. Certain of these forward-looking
statements can be identified by using words such as "anticipates," "believes," "intends," "estimates,"
"targets," "expects," "endeavors," "forecasts," "could," "will," "may,"
"future," "likely," "on track to deliver," "continues to," "looks forward to," "is
primed to," "plans," "projects," "assumes," "should" or other similar expressions. Such
forward-looking statements involve known and unknown risks and uncertainties, and our actual results could differ materially from future
results expressed or implied in these forward-looking statements. The forward-looking statements included in this release are based on
our current beliefs and expectations of our management as of the date of this release. These statements are not guarantees or indicative
of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those
forward-looking statements include the Northern Data business combination, including the success of the business following the transaction;
the ability to successfully integrate Rumble’s and Northern Data’s businesses; risks related to disruption of management
time from ongoing business operations due to the transaction; the risk that the transaction can negatively impact the ability of Rumble
and Northern Data to retain customers, retain or hire key personnel, maintain relationships with their respective suppliers and customers,
and on their operating results and businesses generally; the risk that the combined business may be unable to achieve expected synergies
or that it may take longer or be more costly than expected to achieve those synergies; the risk of fluctuations in revenue due to lengthy
sales and approval process required by major and other service providers for new products; the risk posed by potential breaches of information
systems and cyber-attacks; the risks that Rumble, Northern Data or the post combination company may not be able to effectively compete,
including through product improvements and development; the risk that Rumble, Northern Data or the post-combination company may not be
able to meet surging AI compute demand by establishing business relationships with hyperscalers; risks relating to our development and
construction of new data center facilities, including increasing public and community opposition to data center development and exposure
to a highly-evolving regulatory landscape, which could delay, increase the cost of, or prevent the completion of our planned projects
and subject us to potential legal liabilities; the risk that the cloud, video, and content delivery network capabilities of Rumble, Northern
Data or the post-combination company may not be sufficient to attract and continue to attract interest from system integrators and content
creators and to create powerful funnel partnership opportunities for the combined platform; the risk that Rumble, Northern Data or the
post combination company may not be able to accelerate delivery of next-generation cloud solutions and AI applications; risks that the
growth strategy of the combined business may require a significant amount of debt financing, which may be available on unfavorable terms,
if at all, and risks relating to the ability of the combined business to service such debt obligations; our ability to grow and manage
future growth profitably over time, maintain relationships with customers, compete within our industry and retain key employees; weakened
global economic conditions may affect our business and operating results; our limited operating history makes it difficult to evaluate
our business and prospects; we may not grow or maintain our active user base, and may not be able to achieve or maintain profitability;
we may fail to maintain adequate operational and financial resources; we may be unsuccessful in attracting new users to our mobile and
connected TV offerings; our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with
operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we
do not control; our business depends on continued and unimpeded access to our content and services on the internet and if we or those
who engage with our content experience disruptions in internet service, or if internet service providers are able to block, degrade or
charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers; we face significant
market competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business
and operating results could be harmed; we rely on data from third parties to calculate certain of our performance metrics and real or
perceived inaccuracies in such metrics may harm our reputation and negatively affect our business; changes to our existing content and
services could fail to attract traffic and advertisers or fail to generate revenue; we derive the majority of our revenue from advertising
and the failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers
to maintain or increase their advertising budgets may adversely affect our business and operating results; we depend on third-party vendors,
including internet service providers, advertising networks, and data centers, to provide core services; new technologies have been developed
that are able to block certain online advertisements or impair our ability to deliver advertising, which could harm our operating results;
we have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform,
and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated
by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied
may adversely impact our financial performance, results of operations and liquidity; changes in tax rates, changes in tax treatment of
companies engaged in e-commerce, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities
may adversely impact our financial results; compliance obligations imposed by new privacy laws, laws regulating online video sharing
platforms, other online platforms and online speech in certain jurisdictions in which we operate, or industry practices may adversely
affect our business, financial performance, and operating results; we may become subject to newly enacted laws and regulations that restrict
or moderate content on the internet; we are exposed to significant regulatory, operational, compliance, privacy, and legal risks related
to age restriction or verification requirements and children's online safety laws contemplated or enacted in various U.S. states and
foreign jurisdictions; paid endorsements by our content creators may expose us to regulatory risk, liability, and compliance costs, and,
as a result, may adversely affect our business, financial condition and results of operations; we have incurred and will incur significantly
increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition,
and results of operations; and those additional risks, uncertainties and factors described in more detail under the caption "Risk
Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, and in our other filings with the Securities and
Exchange Commission. We do not intend, and, except as required by law, we undertake no obligation, to update any of our forward-looking
statements after the issuance of this release to reflect any future events or circumstances. Given these risks and uncertainties, readers
are cautioned not to place undue reliance on such forward-looking statements.
RUM
Group Inc. on Social Media
Investors
and others should note that we announce material financial and operational information to our investors using our investor relations
website (investors.rumble.com), press releases, SEC filings and public conference calls and webcasts. We also intend to use certain social
media accounts as a means of disclosing information about us and our services and to comply with our disclosure obligations under Regulation
FD: the @rumblevideo X account (x.com/rumblevideo), the @rumble TRUTH Social account (truthsocial.com/@rumble ), the @chrispavlovski
X account (x.com/chrispavlovski), and the @chris TRUTH Social account (truthsocial.com/@chris ), which Chris Pavlovski, our Chairman
and Chief Executive Officer, also uses as a means for personal communications and observations. The information we post through these
social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following
our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means
of disclosing the information described above may be updated from time to time, as listed on our investor relations website.
For investor
inquiries, please contact:
Shannon Devine
MZ Group,
MZ North America
203-741-8811
investors@rumble.com
Source: RUM
Group Inc.
Condensed
Consolidated Interim Statements of Operations (Unaudited)
| | |
Three
months ended
June 30 | | |
Six
months ended
June 30 | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| Revenues | |
$ | 40,366,736 | | |
$ | 25,084,631 | | |
$ | 65,826,532 | | |
$ | 48,791,421 | |
| | |
| | | |
| | | |
| | | |
| | |
| Expenses | |
| | | |
| | | |
| | | |
| | |
| Cost
of services (content, hosting and other) | |
$ | 30,607,067 | | |
$ | 26,542,307 | | |
$ | 57,604,250 | | |
$ | 56,578,481 | |
| General
and administrative | |
| 16,327,551 | | |
| 11,666,331 | | |
| 26,724,111 | | |
| 28,300,054 | |
| Research
and development | |
| 6,795,275 | | |
| 4,825,884 | | |
| 12,535,189 | | |
| 9,614,995 | |
| Sales
and marketing | |
| 10,379,335 | | |
| 7,891,526 | | |
| 18,911,816 | | |
| 11,530,452 | |
| Acquisition-related
transaction costs | |
| 28,314,638 | | |
| 2,388,105 | | |
| 33,161,645 | | |
| 2,388,105 | |
| Amortization
and depreciation | |
| 16,289,896 | | |
| 3,602,160 | | |
| 20,267,766 | | |
| 6,894,869 | |
| Change
in fair value of digital assets | |
| 2,435,937 | | |
| (5,192,441 | ) | |
| 6,501,540 | | |
| (3,493,025 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Total
expenses | |
| 111,149,699 | | |
| 51,723,872 | | |
| 175,706,317 | | |
| 111,813,931 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss
from operations | |
| (70,782,963 | ) | |
| (26,639,241 | ) | |
| (109,879,785 | ) | |
| (63,022,510 | ) |
| Interest
income | |
| 742,622 | | |
| 2,898,945 | | |
| 2,628,065 | | |
| 5,083,231 | |
| Other
expense | |
| (4,831,299 | ) | |
| (22,773 | ) | |
| (4,867,685 | ) | |
| (47,377 | ) |
| Changes
in fair value of contingent consideration | |
| (486,931 | ) | |
| - | | |
| (486,931 | ) | |
| - | |
| Changes
in fair value of warrant liability | |
| (5,672,458 | ) | |
| (6,461,861 | ) | |
| 1,327,928 | | |
| 15,442,843 | |
| Changes
in fair value of derivative | |
| 283,991 | | |
| - | | |
| 283,991 | | |
| 9,700,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss
before income taxes | |
| (80,747,038 | ) | |
| (30,224,930 | ) | |
| (110,994,417 | ) | |
| (32,843,813 | ) |
| Income
tax expense | |
| (184,149 | ) | |
| - | | |
| (207,140 | ) | |
| (31,310 | ) |
| Deferred
tax expense | |
| (3,998 | ) | |
| - | | |
| (3,998 | ) | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Net
loss | |
| (80,935,185 | ) | |
| (30,224,930 | ) | |
| (111,205,555 | ) | |
| (32,875,123 | ) |
| Net
loss attributable to non-controlling interest | |
| (1,790,479 | ) | |
| - | | |
| (1,790,479 | ) | |
| - | |
| Net
loss attributable to RUM Group Inc. | |
$ | (79,144,706 | ) | |
$ | (30,224,930 | ) | |
$ | (109,415,076 | ) | |
$ | (32,875,123 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss
per share – basic and diluted | |
$ | (0.28 | ) | |
$ | (0.12 | ) | |
$ | (0.40 | ) | |
$ | (0.13 | ) |
| Weighted-average
number of common shares used in computing net loss per share - basic and diluted | |
| 283,916,343 | | |
| 260,327,707 | | |
| 272,549,216 | | |
| 248,754,135 | |
| | |
| | | |
| | | |
| | | |
| | |
| Share-based
compensation expense included in expenses: | |
| | | |
| | | |
| | | |
| | |
| Cost
of services (content, hosting, and other) | |
$ | 1,351,934 | | |
$ | 1,036,433 | | |
$ | 3,147,904 | | |
$ | 2,563,013 | |
| General
and administrative | |
| 3,736,982 | | |
| 2,950,885 | | |
| 5,843,008 | | |
| 9,235,196 | |
| Research
and development | |
| 1,178,220 | | |
| 915,006 | | |
| 1,952,211 | | |
| 1,541,441 | |
| Sales
and marketing | |
| 863,081 | | |
| 476,970 | | |
| 1,421,210 | | |
| 724,447 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total
share-based compensation expense | |
$ | 7,130,217 | | |
$ | 5,379,294 | | |
$ | 12,364,333 | | |
$ | 14,064,097 | |
Condensed
Consolidated Interim Balance Sheets (Unaudited)
| | |
June
30,
2026 | | |
December
31,
2025 | |
| Assets | |
| | |
| |
| | |
| | |
| |
| Current
assets | |
| | |
| |
| Cash
and cash equivalents | |
$ | 203,269,513 | | |
$ | 237,919,453 | |
| Accounts
receivable, net | |
| 50,761,793 | | |
| 11,859,231 | |
| Contingent
consideration receivable | |
| 22,936,515 | | |
| - | |
| Prepaid
expenses and other | |
| 139,639,411 | | |
| 14,767,472 | |
| | |
| 416,607,232 | | |
| 264,546,156 | |
| | |
| | | |
| | |
| Investment | |
| 6,936,175 | | |
| - | |
| Other
non-current assets | |
| 20,720,066 | | |
| 1,123,781 | |
| Digital
assets | |
| 20,352,467 | | |
| 18,450,362 | |
| Property
and equipment, net | |
| 913,827,661 | | |
| 16,178,941 | |
| Right-of-use
assets, net | |
| 142,809,207 | | |
| 1,868,458 | |
| Intangible
assets, net | |
| 187,815,434 | | |
| 24,023,709 | |
| Goodwill | |
| 415,164,645 | | |
| 10,655,391 | |
| | |
$ | 2,124,232,887 | | |
$ | 336,846,798 | |
| | |
| | | |
| | |
| Liabilities
and Shareholders' Equity | |
| | | |
| | |
| | |
| | | |
| | |
| Current
liabilities | |
| | | |
| | |
| Accounts
payable and accrued liabilities | |
$ | 125,450,014 | | |
$ | 27,875,120 | |
| Deferred
revenue | |
| 31,266,216 | | |
| 16,105,587 | |
| Lease
liabilities | |
| 39,992,862 | | |
| 1,281,444 | |
| | |
| 196,709,092 | | |
| 45,262,151 | |
| | |
| | | |
| | |
| Convertible
notes payable | |
| 358,811,637 | | |
| - | |
| Lease
liabilities, net of current portion | |
| 102,970,860 | | |
| 633,128 | |
| Deferred
tax liability | |
| 25,041,306 | | |
| - | |
| Warrant
liability | |
| 14,281,399 | | |
| 15,609,327 | |
| Other
liability | |
| 657,541 | | |
| 500,000 | |
| | |
| 698,471,835 | | |
| 62,004,606 | |
| Commitments
and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Shareholders'
equity | |
| | | |
| | |
Preferred shares
($0.0001 par value per share, 20,000,000 shares authorized, no shares issued or outstanding) | |
| - | | |
| - | |
Common
shares
($0.0001 par value per share, 1,400,000,000 Class A shares authorized, 276,321,677 and 215,736,576 shares issued and outstanding,
as of June 30, 2026 and December 31, 2025, respectively; 170,000,000 Class C (and corresponding ExchangeCo Share) authorized, 123,690,470
and 123,690,470 shares issued and outstanding, as of June 30, 2026 and December 31, 2025, respectively; 110,000,000 Class D shares
authorized, 95,791,120 and 95,791,120 shares issued and outstanding, as of June 30, 2026 and December 31, 2025, respectively) | |
| 779,498 | | |
| 773,439 | |
| Accumulated
deficit | |
| (674,811,380 | ) | |
| (565,396,304 | ) |
| Additional
paid-in capital | |
| 2,028,870,772 | | |
| 839,465,057 | |
| Accumulated
other comprehensive income (loss) | |
| (17,857,147 | ) | |
| - | |
| Non-controlling
interest | |
| 88,779,309 | | |
| - | |
| | |
| 1,425,761,052 | | |
| 274,842,192 | |
| | |
$ | 2,124,232,887 | | |
$ | 336,846,798 | |
Condensed
Consolidated Interim Statements of Cash Flows (Unaudited)
| For the
six months ended June 30, |
|
2026 |
|
|
2025 |
|
| Cash flows provided by (used in) |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Operating activities |
|
|
|
|
|
|
| Net loss
for the period |
|
$ |
(111,205,555 |
) |
|
$ |
(32,875,123 |
) |
| Adjustments to reconcile
net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
| Amortization and depreciation |
|
|
20,267,766 |
|
|
|
6,894,869 |
|
| Share-based compensation |
|
|
12,364,333 |
|
|
|
14,064,097 |
|
| Provision for credit
losses |
|
|
957,371 |
|
|
|
- |
|
| Net trade and barter
revenue and expense |
|
|
(1,538,931 |
) |
|
|
2,881,127 |
|
| Non-cash lease expense |
|
|
3,657,467 |
|
|
|
549,603 |
|
| Change in fair value
of warrants |
|
|
(1,327,928 |
) |
|
|
(15,442,843 |
) |
| Change in fair value
of contingent consideration |
|
|
486,376 |
|
|
|
- |
|
| Change in fair value
of digital assets |
|
|
6,501,092 |
|
|
|
(3,493,025 |
) |
| Change in fair value
of derivative |
|
|
(283,991 |
) |
|
|
(9,700,000 |
) |
| Loss on disposal of property
and equipment |
|
|
- |
|
|
|
6,627 |
|
| Loss on lease termination |
|
|
- |
|
|
|
925 |
|
| Unrealized foreign exchange
losses |
|
|
5,669,758 |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| Changes in operating
assets and liabilities: |
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
(15,286,870 |
) |
|
|
(3,063,864 |
) |
| Prepaid expenses and
other |
|
|
5,531,116 |
|
|
|
6,565,724 |
|
| Accounts payable and
accrued liabilities |
|
|
12,469,990 |
|
|
|
2,279,372 |
|
| Deferred revenue |
|
|
(1,750,016 |
) |
|
|
1,446,896 |
|
| Income tax receivable |
|
|
(1,822,222 |
) |
|
|
- |
|
| Deferred tax liability |
|
|
166,096 |
|
|
|
- |
|
| Operating lease liabilities |
|
|
(1,001,232 |
) |
|
|
(490,522 |
) |
| Net cash used in operating
activities |
|
|
(66,145,380 |
) |
|
|
(30,376,137 |
) |
| Investing activities |
|
|
|
|
|
|
|
|
| Purchase of property
and equipment |
|
|
(43,193,463 |
) |
|
|
(362,727 |
) |
| Purchase of intangible
assets |
|
|
(2,816,714 |
) |
|
|
(1,289,278 |
) |
| Purchase of digital
assets |
|
|
- |
|
|
|
(19,100,000 |
) |
| Acquisition of Northern
Data AG, net of cash acquired |
|
|
51,036,335 |
|
|
|
- |
|
| Net cash provided by (used
in) investing activities |
|
|
5,026,158 |
|
|
|
(20,752,005 |
) |
| Financing activities |
|
|
|
|
|
|
|
|
| Proceeds
from the issuance of pre-funded warrants in connection with equity commitment agreement |
|
|
36,242,537 |
|
|
|
- |
|
| Taxes paid from net
share settlement for share-based compensation |
|
|
(1,522,260 |
) |
|
|
(1,744,613 |
) |
| Proceeds from exercise
of warrants and stock options |
|
|
2,769,185 |
|
|
|
1,964,610 |
|
| Proceeds from issuance
of Class A Common Stock under ESPP |
|
|
81,064 |
|
|
|
129,374 |
|
| Proceeds from issuance
of Class A Common Stock |
|
|
- |
|
|
|
775,000,000 |
|
| Repurchase of Class
A Common Stock |
|
|
- |
|
|
|
(525,000,000 |
) |
| Share issuance costs |
|
|
(11,504,125 |
) |
|
|
(29,429,791 |
) |
| Net cash provided by financing
activities |
|
|
26,066,401 |
|
|
|
220,919,580 |
|
| |
|
|
|
|
|
|
|
|
| Effect of exchange rates on cash and cash equivalents |
|
|
402,881 |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| Decrease (increase) in cash
and cash equivalents during the period |
|
|
(34,649,940 |
) |
|
|
169,791,438 |
|
| Cash and cash equivalents,
beginning of period |
|
|
237,919,453 |
|
|
|
114,018,900 |
|
| Cash and cash equivalents,
end of period |
|
$ |
203,269,513 |
|
|
$ |
283,810,338 |
|
| |
|
|
|
|
|
|
|
|
| Supplemental cash flow information: |
|
|
|
|
|
|
|
|
| Cash paid for income
taxes |
|
$ |
1,399,920 |
|
|
$ |
33,755 |
|
| Cash paid for interest |
|
|
- |
|
|
|
- |
|
| Cash paid for lease
liabilities |
|
|
935,515 |
|
|
|
449,945 |
|
| |
|
|
|
|
|
|
|
|
| Non-cash investing and financing
activities: |
|
|
|
|
|
|
|
|
| Non-cash
consideration related to the acquisition of Northern Data AG |
|
|
1,515,556,856 |
|
|
|
- |
|
| Property
and equipment in accounts payable and accrued liabilities |
|
|
1,311,854 |
|
|
|
197,449 |
|
| Recognition
of operating right-of-use assets in exchange of operating lease liabilities, net of derecognition of terminated leases |
|
|
22,929 |
|
|
|
949,534 |
|
| Share-based compensation
capitalized related to intangible assets |
|
|
257,143 |
|
|
|
227,848 |
|
Reconciliation
of GAAP to Non-U.S. GAAP Financial Measures
Reconciliation
of Adjusted EBITDA (Unaudited)
| | |
Three
months ended
June 30, | | |
Six
months ended
June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| Net
loss | |
$ | (80,935,185 | ) | |
$ | (30,224,930 | ) | |
$ | (111,205,555 | ) | |
$ | (32,875,123 | ) |
| Adjustments: | |
| | | |
| | | |
| | | |
| | |
| Amortization
and depreciation | |
| 16,289,896 | | |
| 3,602,160 | | |
| 20,267,766 | | |
| 6,894,869 | |
| Share-based
compensation expense | |
| 7,130,217 | | |
| 5,379,294 | | |
| 12,364,333 | | |
| 14,064,097 | |
| Interest
income | |
| (742,622 | ) | |
| (2,898,945 | ) | |
| (2,628,065 | ) | |
| (5,083,231 | ) |
| Other
expense | |
| 4,831,299 | | |
| 22,773 | | |
| 4,867,685 | | |
| 47,377 | |
| Income
tax expense | |
| 184,149 | | |
| - | | |
| 207,140 | | |
| 31,310 | |
| Deferred
tax expense | |
| 3,998 | | |
| - | | |
| 3,998 | | |
| - | |
| Change
in fair value of warrants liability | |
| 5,672,458 | | |
| 6,461,861 | | |
| (1,327,928 | ) | |
| (15,442,843 | ) |
| Change
in fair value of contingent consideration | |
| 486,931 | | |
| - | | |
| 486,931 | | |
| - | |
| Change
in fair value of digital assets | |
| 2,435,937 | | |
| (5,192,441 | ) | |
| 6,501,540 | | |
| (3,493,025 | ) |
| Change
in fair value of derivative | |
| (283,991 | ) | |
| - | | |
| (283,991 | ) | |
| (9,700,000 | ) |
| Acquisition-related
transaction costs | |
| 28,314,638 | | |
| 2,388,105 | | |
| 33,161,645 | | |
| 2,388,105 | |
| Adjusted
EBITDA | |
$ | (16,612,275 | ) | |
$ | (20,462,123 | ) | |
$ | (37,584,501 | ) | |
$ | (43,168,464 | ) |
9
