Form 8-K

8-K — RUM Group Inc.

Accession: 0001213900-26-087234

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001830081

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0301150-8k_rum.htm (Primary)

EX-99.1 — PRESS RELEASE OF RUM GROUP INC. DATED AUGUST 10, 2026 (ea030115001ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0301150-8k_rum.htm · Sequence: 1

false

0001830081

2026-08-10

0001830081

RUM:ClassCommonStockParValue0.0001PerShareMember

2026-08-10

0001830081

RUM:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember

2026-08-10

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT

REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

August 10, 2026

RUM Group Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40079

80-0984597

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

444 Gulf of Mexico Dr

Longboat Key, FL 34228

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including

area code: (941) 210-0196

(Former name or former address, if changed since

last report)

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

RUM

The Nasdaq Global Market

Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share

RUMBW

The Nasdaq Global Market

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).

Emerging growth company ☒

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. ☐

Item 2.02. Results of Operations and Financial Condition.

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.

Item 7.01. Regulation FD Disclosure.

RUM Group 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 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release of RUM Group Inc. dated August 10, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

RUM Group Inc.

Date: August 10, 2026

By:

/s/ Michael Masci

Name:

Michael Masci

Title:

Chief Financial Officer

EX-99.1 — PRESS RELEASE OF RUM GROUP INC. DATED AUGUST 10, 2026

EX-99.1

Filename: ea030115001ex99-1.htm · Sequence: 2

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.

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.

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.

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

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 )

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

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 )

Net

loss

(80,935,185 )

(30,224,930 )

(111,205,555 )

(32,875,123 )

Net

loss attributable to non-controlling interest

(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

($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

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

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 )

(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 )

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Aug. 10, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 10, 2026

Entity File Number

001-40079

Entity Registrant Name

RUM Group Inc.

Entity Central Index Key

0001830081

Entity Tax Identification Number

80-0984597

Entity Incorporation, State or Country Code

Entity Address, Address Line One

444 Gulf of Mexico Dr

Entity Address, City or Town

Longboat Key

Entity Address, State or Province

Entity Address, Postal Zip Code

34228

City Area Code

941

Local Phone Number

210-0196

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Class A common stock, par value $0.0001 per share

Title of 12(b) Security

Class A common stock, par value $0.0001 per share

Trading Symbol

RUM

Security Exchange Name

NASDAQ

Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share

Title of 12(b) Security

Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share

Trading Symbol

RUMBW

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=RUM_ClassCommonStockParValue0.0001PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=RUM_RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: