Business Context and Reporting Period
This Form 8-K, dated June 17, 2026, reports on RUM Group Inc. (formerly Rumble Inc.), a Delaware corporation. The filing details the completion of a business combination with Northern Data AG and the execution of related financing and restructuring transactions on June 17 and June 18, 2026. The company also announced a name change from "Rumble Inc." to "RUM Group Inc."
Key Financial Metrics and Agreements
- Debt Facility: Entered into a secured five-year Credit Agreement with Tether Investments, S.A. de C.V. for a facility of €317,533,400.90.
- Interest Rate: The facility bears interest at EURIBOR plus a 3.00% per annum margin.
- Maturity: The loan matures on the five-year anniversary of June 18, 2026.
- Equity Issuance: Issued a Pre-Funded Warrant to Tether for 46,719,910 shares of Class A common stock at an exercise price of $0.0001 per share.
- Collateral: The agreement requires the pledge of Northern Data shares and customary corporate guarantees within 30 days of the loan closing.
Material Changes and Restructuring
The filing outlines a significant restructuring of an existing loan relationship with Tether regarding Northern Data:
- Loan Split: Tether transferred 50% of its receivable under the Existing ND Loan to Rumble in exchange for the Pre-Funded Warrant.
- Debt Conversion: The remaining 50% of the receivable was converted into the new Credit Agreement with Rumble Freedom First Holding Limited, a newly formed Irish subsidiary.
- Conversion Option: Tether holds a one-time right on the first anniversary of the loan closing to convert the entire facility into Rumble Class A common stock. The conversion price is the greater of the 10-day VWAP or $7.88 per share, subject to a 9.9% ownership cap (excess issuance would be via pre-funded warrants).
Outlook, Risks, and Covenants
The Credit Agreement includes standard affirmative and negative covenants restricting the borrower's ability to incur subsidiary indebtedness, grant liens, or dispose of assets. Events of default include non-payment, breaches of representations, insolvency, and change of control. The Pre-Funded Warrant was issued in a private placement relying on exemptions under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
Investor Verification Checklist
- Verify the exact USD equivalent of the €317,533,400.90 facility at the time of closing to assess total debt load.
- Confirm the status of the pledge of Northern Data shares and the completion of the voluntary public exchange offer required for full security.
- Monitor the 10-day VWAP of RUM stock on the first anniversary of June 18, 2026, to evaluate potential dilution from Tether's conversion option.
- Review the full text of the Credit Agreement (Exhibit 10.1) for specific baskets and exceptions to the negative covenants.
- Assess the impact of the name change and corporate restructuring on existing investor agreements and regulatory filings.