RUM Group Inc. 8-K

What Happened
RUM Group Inc. (formerly Rumble Inc.) announced on June 18, 2026 that an Irish subsidiary, Rumble Freedom First Holding Limited (“Irish HoldCo”), entered into a secured Credit Agreement with Tether. The facility provides commitments of €317,533,400.90 for five years (Loan Closing Date June 18, 2026; maturity June 18, 2031) and bears interest at EURIBOR plus a 3.00% margin. As part of related transactions, Tether received a Pre‑Funded Warrant enabling purchase of up to 46,719,910 Rumble (now RUM Group) Class A shares at $0.0001 per share.

Key Details

• Credit facility size: €317,533,400.90; term: 5 years (closing 6/18/2026; maturity 6/18/2031). Interest = EURIBOR + 3.00% p.a.
• One‑time conversion right: on the first anniversary (6/18/2027) Tether may convert the entire facility into Rumble Class A shares at the greater of the 10‑day VWAP on that date or $7.88/share; if conversion would push Tether ownership over 9.9%, Rumble must deliver a pre‑funded warrant instead.
• Pre‑Funded Warrant: issued to Tether for the other 50% of the receivable (€317,533,400.90), entitling purchase of up to 46,719,910 shares at $0.0001 exercise price (calculated as €317,533,400.90 converted to USD ÷ $7.88).
• Corporate actions and security: Irish HoldCo is an indirect wholly‑owned RUM subsidiary holding Northern Data; the agreement contemplates pledges of Northern Data shares and customary guarantees/security from borrower subsidiaries within specified 30‑day periods following certain transactions.

Why It Matters
This filing creates a material secured financing relationship with Tether that adds significant indebtedness and potential equity dilution risk. Investors should note the size of the facility (€317.5M), the conversion feature that could convert debt into shares (at a $7.88 floor or VWAP) or be satisfied via a pre‑funded warrant, and the issued pre‑funded warrant that could translate into up to ~46.7M shares. Also, the company legally changed its name from Rumble Inc. to RUM Group Inc. effective close of business June 18, 2026 — important for filings, ticker references and investor communications.