RUM Group Inc.: acquires 8,256,155 Northern Data shares

What happened

• RUM Group Inc. reported that it completed its previously reported acquisition of 8,256,155 outstanding shares of Northern Data AG from Tether Investments, S.A. de C.V., pursuant to the Transaction Support Agreement dated Nov 10, 2025, as amended.
• As consideration, the Company issued a pre-funded warrant to Tether entitling Tether to purchase up to 16,744,307 shares of the Company’s Class A common stock at an exercise price of $0.0001 per share. The Company reported its ownership in Northern Data increased from approximately 85.2% to approximately 98% and that it intends to commence squeeze-out proceedings under the German Stock Corporation Act to acquire the remaining approximately 2%.

Key details

• 8,256,155 Northern Data AG shares acquired from Tether Investments, S.A. de C.V.
• Pre-Funded Warrant allows purchase of up to 16,744,307 shares of Class A common stock at $0.0001 per share.
• Ownership in Northern Data increased from approximately 85.2% to approximately 98%; the Company intends to seek the remaining approximately 2% to reach 100%.
• Pre-Funded Warrant was issued in a private placement without registration in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.

Why it may matter

• Item 3.02 (Unregistered Sales of Equity Securities) was reported; the item covers the issuance of the pre-funded warrant to Tether as consideration for the acquisition of Northern Data shares and the related ownership change.
• This filing does not show why the insider traded or why the company acted.