RUM Group Inc. 8K

RUM Group Inc. (Rumble) filed pro forma financial information reflecting its June 17, 2026 acquisition of approximately 85% of Northern Data AG for about $1.52 billion in equity and debt consideration, significantly expanding its AI compute infrastructure and generating substantial goodwill and pro forma net losses.

RUM Group Inc. (Rumble) has completed a business combination in which, on June 17, 2026, it acquired approximately 85% of the outstanding common shares of Northern Data AG (now NDAG AG), a leading provider of AI and high‑performance computing infrastructure, for total consideration of about $1.52 billion paid in Class A common stock, pre‑funded warrants, and a euro‑denominated note payable to Tether Investments in connection with an assigned shareholder loan. The company has filed unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and the year ended December 31, 2025 under Article 11 of Regulation S‑X to illustrate the impact of the transaction as if it had occurred on January 1, 2025, including preliminary purchase price allocation showing approximately $1.20 billion of identifiable net assets acquired (notably ~$887 million of property and equipment, ~$146 million of right‑of‑use assets, and ~$172 million of intangible assets) and about $412 million of goodwill arising from expected synergies between Rumble’s cloud platform and NDAG’s AI compute and data center assets. The filing details recurring pro forma adjustments for depreciation, amortization, lease accounting, interest on the new shareholder‑loan note (including embedded derivative fair value changes), tax effects, and IFRS‑to‑U.S. GAAP conversion for NDAG, and presents significant combined pro forma net losses, reflecting the capital‑intensive nature and integration costs of the expanded AI infrastructure business.

Filing Facts

CIK

1830081

Ticker

-

Form

8K

Source Type

sec

Accession

0001213900-26-095047

Alert Tier

8