Form 8-K/A
8-K/A — RUM Group Inc.
Accession: 0001213900-26-095047
Filed: 2026-08-28
Period: 2026-06-15
CIK: 0001830081
SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)
Item: Financial Statements and Exhibits
Documents
8-K/A — ea0303717-8ka1_rumgroup.htm (Primary)
EX-23.1 — CONSENT OF LIEBHART & KOLLEGEN WIRTSCHAFTSPRUFER STEUERBERATER, INDEPENDENT AUDITOR OF NORTHERN DATA AG (ea030371701ex23-1.htm)
EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF RUM GROUP INC. AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND FOR THE YEAR ENDED DECEMBER 31, 2025, AND THE RELATED NOTES THERETO (ea030371701ex99-1.htm)
EX-99.2 — UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF NORTHERN DATA AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2026 (ea030371701ex99-2.htm)
GRAPHIC (ea030371701_ex99-2img1.jpg)
GRAPHIC (ea030371701_ex99-2img2.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K/A — AMENDMENT NO. 1 TO FORM 8-K
8-K/A (Primary)
Filename: ea0303717-8ka1_rumgroup.htm · Sequence: 1
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0001830081
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2026-06-15
2026-06-15
0001830081
RUM:ClassCommonStockParValue0.0001PerShareMember
2026-06-15
2026-06-15
0001830081
RUM:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2026-06-15
2026-06-15
iso4217:USD
xbrli:shares
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xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
June 15, 2026
RUM Group Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-40079
85-1087461
(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. ☐
EXPLANATORY NOTE
As previously disclosed on
a Current Report on Form 8-K filed by RUM Group Inc., a Delaware corporation (the “Company”), with the Securities and
Exchange Commission (the “SEC”) on June 17, 2026 (the “Original Form 8-K”), the Company consummated
on June 17, 2026 (i) the voluntary public exchange offer it submitted to all shareholders of Northern Data AG, a German corporation (“Northern
Data”), pursuant to that certain Business Combination Agreement, dated as of November 10, 2025, by and between the Company and
Northern Data, and (ii) the purchase of all of the Northern Data shares owned by Tether Investments, S.A. de C.V., a Salvadoran Sociedad
Anónima de Capital Variable (“Tether”), Apeiron Investment Group Ltd., and ART Holding GmbH and its sole owner
Aroosh Thillainathan, respectively, pursuant to certain Transaction Support Agreements (the transactions described in (i) and (ii), the
“Acquisition”), and as a result of the consummation of the Acquisition, the Company acquired approximately 85.2% of
all of the outstanding Northern Data shares.
In the Original Form 8-K,
the Company stated its intention to file the consolidated financial statements of Northern Data and the pro forma financial information
of the Company required by parts (a) and (b) of Item 9.01 of Form 8-K not later than 71 calendar days after the date that Item 2.01 of
the Original Form 8-K was required to be filed with the SEC. This Current Report on Form 8-K/A (this “Amendment No. 1”)
amends and supplements the Original Form 8-K to include the required financial information, which is filed as exhibits hereto and incorporated
herein by reference.
1
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The audited consolidated financial
statements of Northern Data as of and for the years ended December 31, 2025 and 2024 are incorporated herein by reference to pages F-1
to F-126 of the Registration Statement on Form S-4 filed by the Company with the SEC on April 13, 2026. The unaudited consolidated financial
statements of Northern Data as of and for the three months ended March 31, 2026 are attached hereto as Exhibit 99.2 and incorporated herein
by reference to this Item 9.01(a).
(b) Pro forma financial information.
The unaudited pro forma condensed
combined financial information of the Company as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025,
after giving effect to the Acquisition, and the related notes thereto, are attached hereto as Exhibit 99.1 and incorporated herein by
reference to this Item 9.01(b).
The pro forma financial information
included in this Amendment No. 1 has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent
the actual results of operations that the Company and Northern Data would have achieved had the companies been combined during the periods
presented in the pro forma financial information and is not intended to project the future results of operations that the combined company
may achieve after the Acquisition.
(c) Exhibits
Exhibit No.
Description
23.1
Consent of Liebhart & Kollegen Wirtschaftsprüfer Steuerberater, independent auditor of Northern Data AG.
99.1
Unaudited pro forma condensed combined financial information of RUM Group Inc. as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025, and the related notes thereto.
99.2
Unaudited consolidated financial statements of Northern Data as of and for the three months ended March 31, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
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 28, 2026
By:
/s/ Michael Masci
Name:
Michael Masci
Title:
Chief Financial Officer
3
EX-23.1 — CONSENT OF LIEBHART & KOLLEGEN WIRTSCHAFTSPRUFER STEUERBERATER, INDEPENDENT AUDITOR OF NORTHERN DATA AG
EX-23.1
Filename: ea030371701ex23-1.htm · Sequence: 2
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITOR
We consent to the inclusion
in the Registration Statements on Form S-3 (File Nos. 333-285145, 333-282731 and 333-267936) and the Registration Statements on Form S-8
(File Nos. 333-295027, 333-286109, 333-278693, 333-271272 and 333-268403) of RUM Group Inc. (collectively, the “Registration Statements”)
of our report dated April 13, 2026, relating to the audit of the consolidated financial statements of Northern Data AG as of and for the
years ended December 31, 2025 and 2024, which are incorporated by reference in this Current Report on Form 8-K/A. We also consent to the
reference to our firm under the heading “Experts” in each of the Registration Statements.
/s/ Liebhart & Kollegen
Wirtschaftsprüfer Steuerberater
Liebhart & Kollegen
Wirtschaftsprüfer Steuerberater
Stuttgart
August 28, 2026
EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF RUM GROUP INC. AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND FOR THE YEAR ENDED DECEMBER 31, 2025, AND THE RELATED NOTES THERETO
EX-99.1
Filename: ea030371701ex99-1.htm · Sequence: 3
Exhibit 99.1
RUM Group Inc.
Pro Forma Consolidated Statements of Operations
For the six months ended June 30, 2026 and year ended December 31,
2025
(Expressed in United States dollars)
(Unaudited)
RUM Group Inc.
Unaudited Pro Forma Consolidated Statement of Operations for the
six months ended June 30, 2026
(Expressed in United States dollars)
Rumble Canada
June 30,
2026
$
Northern
Data AG
For the
period from
January 1 -
June 17,
2026
$
Note 4
Proforma
Adjustments
$
Pro Forma
Consolidated
$
Revenue
65,826,532
102,418,099
-
168,244,631
Operating expenses
Cost of services / materials
57,604,250
23,585,978
-
81,190,228
General and administrative
26,724,111
81,185,387
(a), (b)
(7,317,062 )
100,592,436
Research and development
12,535,189
1,624,233
-
14,159,422
Sales and marketing
18,911,816
4,569,801
-
23,481,617
Acquisition-related transaction costs
33,161,645
33,545,026
-
66,706,671
Amortization and depreciation
20,267,766
66,638,710
(c), (d)
33,084,932
119,991,408
Changes in fair value of digital assets
6,501,540
1,887,980
-
8,389,520
Total operating expenses
175,706,317
213,037,115
25,767,870
414,511,302
Loss from operations
(109,879,785 )
(110,619,016 )
(25,767,870 )
(246,266,671 )
Other (income) expense
Interest (income) expense, net
(2,628,065 )
18,929,500
(e), (f)
(9,939,812 )
6,361,623
Other expense (income)
4,867,685
27,081,377
(b), (e)
(5,213,816 )
26,735,247
Change in fair value of contingent consideration
486,931
249,038,947
-
249,525,878
Changes in fair value of warrant liability
(1,327,928 )
-
-
(1,327,928 )
Changes in fair value of derivative
(283,991 )
-
(e)
2,127,149
1,843,158
Loss before taxes
(110,994,417 )
(405,668,840 )
(12,741,391 )
(529,404,648 )
Income tax (benefit) expense
211,138
14,391,879
(g)
(2,558,897 )
12,044,120
Net loss
(111,205,555 )
(420,060,719 )
(10,182,494 )
(541,448,768 )
The accompanying notes are an integral part
of this unaudited Pro Forma Consolidated Statement of Operations.
1
Rum Group Inc.
Unaudited Pro Forma Consolidated Statement of Operations for the
year ended December 31, 2025
(Expressed in United States dollars)
Rumble Inc.
December 31,
2025
$
Northern
Data AG
December 31,
2025
$
Note 4
Transaction
Accounting
Adjustments
$
Pro Forma
Consolidated
$
Revenue
100,622,320
93,717,365
-
194,339,685
Operating expenses
Cost of services / materials
107,383,833
43,374,971
-
150,758,804
General and administrative
48,738,522
149,279,440
(h), (i)
(12,453,552 )
185,564,410
Research and development
18,743,630
4,149,624
-
22,893,254
Sales and marketing
23,892,235
9,918,989
-
33,811,224
Acquisition-related transaction costs
13,303,532
15,065,543
(j)
33,161,645
61,530,720
Impairment
-
193,368,232
-
193,368,232
Amortization and depreciation
14,564,535
219,064,689
(k), (i)
71,632,959
305,262,183
Changes in fair value of digital assets
649,638
1,884,516
-
2,534,154
Total operating expenses
227,275,925
636,106,004
92,341,052
955,722,981
Loss from operations
(126,653,605 )
(542,388,639 )
(92,341,052 )
(761,383,296 )
Other (income) expense
Interest (income) expense, net
(10,419,139 )
36,437,786
(m), (n)
(18,354,933 )
7,663,714
Other expense (income)
10,643
(9,363,807 )
(i), (m)
44,346,885
34,993,721
Changes in fair value of warrant liability
(24,781,974 )
-
-
(24,781,974 )
Changes in fair value of derivative
(9,700,000 )
-
(m)
(4,322,036 )
(14,022,036 )
Share of net result from investments accounted for using the equity method
-
(50,766 )
-
(50,766 )
Loss before taxes
(81,763,135 )
(569,411,852 )
(114,010,968 )
(765,185,955 )
Income tax (benefit) expense
67,228
(21,866,851 )
(o)
(1,177,690 )
(22,977,313 )
Net loss from continuing operations
(81,830,363 )
(547,545,001 )
(112,833,278 )
(742,208,642 )
The accompanying notes are an integral part
of this unaudited Pro Forma Consolidated Statement of Operations.
2
RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
1. Basis of presentation
On June 17, 2026, RUM Group Inc. (“Rumble”
or the “Company”) acquired approximately 85% of the outstanding common shares of NDAG AG (“NDAG”), a leading provider
of AI and high-performance computing infrastructure (the “Business Combination”). The primary reason for the acquisition is
to obtain large-scale AI compute infrastructure, GPU capacity, data center assets and power resources that accelerate the growth of our
cloud business. The goodwill that arises in the acquisition, which is not deductible for tax purposes, is primarily attributed to the
expected synergies from combining Rumble’s cloud platform and technology ecosystem with NDAG’s AI infrastructure assets, as
well as expected future growth opportunities.
The unaudited Pro Forma Consolidated Statements
of Operations of Rumble for the six-months ended June 30, 2026 and year ended December 31, 2025 have been prepared in accordance with
Article 11 of Regulation S-X, for illustrative purposes only, after giving effect to the Business Combination on the basis of the assumptions
and adjustments described in Note 4. This unaudited Pro Forma Consolidated Statement of Operations do not include all of the disclosures
required by US GAAP.
The unaudited Pro Forma Consolidated Statement
of Operations of the Company have been compiled from:
(a) the unaudited Condensed Consolidated Statement of Operations
of Rumble for the six-months ended June 30, 2026; and
(b) the unaudited Condensed Consolidated Statement of Operations
of NDAG for the period from January 1, 2026 to June 17, 2026
(c) the audited consolidated financial statements of Rumble for
the years ended December 31, 2025 and 2024; and
(d) the audited consolidated financial statements of NDAG for
the years ended December 31, 2025 and 2024.
The unaudited pro forma consolidated statements
of operations for the six-months ended June 30, 2026 and year ended December 31, 2025 gives effect to the Business Combination as if it
had occurred on January 1, 2025.
A pro forma balance sheet has not been presented since the Business
Combination has been reflected in Rumble’s unaudited Condensed Consolidated Balance Sheet as of June 30, 2026.
The pro forma adjustments are preliminary and
are subject to further revision as additional information becomes available and additional analyses are performed. The pro forma adjustments
have been made solely for the purpose of providing unaudited pro forma consolidated financial information and actual adjustments, when
recorded, may differ materially. The unaudited Pro Forma Consolidated Statement of Operations have been prepared for illustrative purposes
only and may not be indicative of the operating results or financial condition that would have been achieved if the Business Combination
had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position
for any future period or as of any future date. In addition to the pro forma adjustments, various other factors will have an effect on
the financial condition and results of operations after the completion of the Business Combination.
The actual financial position and results of operations
may differ materially from the pro forma amounts reflected herein due to a variety of factors.
The unaudited Pro Forma Consolidated Statements
of Operations do not reflect operational and administrative cost savings that may be achieved as a result of the Business Combination.
The unaudited Pro Forma Consolidated Statements of Operations should
be read in conjunction with the historical audited consolidated financial statements of Rumble for the years ended December 31, 2025 and
2024 and the unaudited condensed consolidated financial statements of Rumble as of June 30, 2026 and for the six months ended June 30,
2026 and 2025.
2. Significant accounting policies
The Unaudited Pro Forma Consolidated Statement of Operations have been
compiled using the significant accounting policies, as set out in the audited consolidated financial statements of Rumble for the years
ended December 31, 2025 and 2024 and the unaudited Condensed Consolidated Statement of Operations of Rumble for the three and six-months
ended June 30, 2026.
3
RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
3. Pro forma preliminary purchase price allocation and assumptions
Consideration
The consideration transferred in the acquisition
of NDAG consisted of shares of the Company’s Class A Common Stock, pre-funded warrants exercisable for shares of the Company’s
Class A Common Stock, and a euro-denominated note payable issued to Tether Investments, S.A. De C.V. (“Tether”) in connection
with the assignment of an existing shareholder loan owed by NDAG to Tether (“Shareholder Loan”).
Number of instruments
Fair value per unit
Fair value
(i) Class A common stock
59,346,944
$ 7.29
$ 432,639,220
(ii) Pre-funded warrants
98,264,309
$ 7.29
716,336,988
(iii) Note payable
366,580,647
Total consideration
$ 1,515,556,855
(i) Rumble Class A Common Stock
The equity consideration to former NDAG shareholders
who validly tendered their shares pursuant to the voluntary public exchange offer commenced by the Company as part of the Business Combination
was based on an exchange ratio of 2.0281 shares of the Company’s Class A Common Stock for each NDAG share validly tendered; and
the equity consideration to former NDAG shareholders who sold their NDAG shares to the Company in the concurrent private transaction pursuant
to certain transaction support agreements was based on the same ratio, with a portion placed in escrow in accordance with such transaction
support agreements.
(ii) Pre-funded warrants
The Company issued pre-funded warrants to Tether,
a former NDAG shareholder pursuant to a transaction support agreement with, in lieu of shares of the Company’s Class A Common Stock
to the extent such issuance of the Company’s Class A Common Stock to Tether would result in the voting power of Tether and its affiliates
in the Company to exceed 9.90% of the outstanding voting power of the capital stock of the Company.
(iii) Issuance of note payable
The note payable was measured at fair value as
part of the consideration transferred. The note contains embedded derivatives that were separately recognized as derivative liabilities.
Net Assets Acquired
The table below summarizes the provisional fair
value of consideration transferred, net assets acquired, non-controlling interest, and resulting goodwill.
4
RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
3. Pro forma preliminary purchase price allocation and assumptions (continued)
Consideration
$ 1,515,556,856
Non-controlling interest
93,349,709
Total consideration
$ 1,608,906,565
Cash
$ 51,036,334
Account receivables and other, net
52,879,228
Contingent consideration receivable
23,827,868
Prepaid expenses and other current assets
104,616,682
Investment
7,059,450
Other non-current assets
19,265,879
Digital assets
8,548,488
Property and equipment
887,260,497
Right-of-use assets
146,226,827
Intangible assets, net
172,474,080
Accounts payable and accrued liabilities
(11,006,831 )
Deferred revenue
(20,508,519 )
Income tax payable
(28,980,271 )
Deferred tax liabilities
(25,305,298 )
Lease liabilities
(144,141,688 )
Other current liabilities
(187,825 )
Other liabilities
(45,661,476 )
Fair value of net identifiable assets acquired
$ 1,197,403,425
Add: Goodwill
411,503,140
Total net assets acquired
$ 1,608,906,565
The identification and measurement of the consideration
transferred, identifiable assets acquired, liabilities assumed and non-controlling interest is provisional and subject to changes during
the measurement period, not to exceed one year from the acquisition date, as additional information related to the facts and circumstances
that existed at the acquisition date becomes available.
Non-Controlling Interest
The non-controlling interest is comprised of the
following components:
Number of instruments
Fair value per unit
Fair value
(i) Northern Data AG common shares
9,519,223
$ 9.29
$ 88,435,357
(ii) Vested options outstanding at the date of acquisition
1,085,302
$ 0.64 - 4.61
3,762,652
(ii) Allocation of the fair value of unvested options based on service provided prior to the date of acquisition
1,179,071
$ 1.04 – 4.61
1,151,700
Total non-controlling interest
$ 93,349,709
4. Pro forma adjustments
Pro forma adjustments to the
Consolidated Statement of Operations for the six-months ended June 30, 2026
The unaudited Pro Forma Consolidated Statement of Operations for the six-months ended June 30, 2026 reflects the following adjustments as if the Business Combination described in Note
3 had occurred on January 1, 2025:
(a) To reverse stock-based compensation expense recognized by NDAG, and recognize stock-based compensation
expense related to non-controlling interest acquired in the Business Combination.
(b) To adjust lease expense and related foreign exchange for leases assumed in the Business Combination.
(c) To record additional depreciation on property, plant and equipment.
5
RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
4. Pro forma adjustments (continued)
The preliminary estimates of fair value
and estimated useful lives will likely differ from final amounts the Company will calculate after completing a detailed valuation analysis,
and the difference could have a material effect on these unaudited Pro Forma Consolidated Statement of Operations. A 10% change in the
valuation of property, plant and equipment would causes a corresponding increase or decrease in the goodwill of $88.7M. A 10% change in
the valuation of property, plant and equipment would also cause a change in annual depreciation expense of approximately $11M.
(d) To remove amortization of existing intangibles and record amortization of the new intangible assets.
The preliminary estimates of fair value
and estimated useful lives will likely differ from final amounts the Company will calculate after completing a detailed valuation analysis,
and the difference could have a material effect on these unaudited Pro Forma Consolidated Statement of Operations. A 10% change in the
valuation of intangible assets would cause a corresponding increase or decrease in the goodwill of $17.2M and annual amortization expense
of approximately $4.1M.
(e) To remove interest expense related to the existing shareholder loan and record interest expense, foreign
exchange and changes in fair value of the embedded derivative on the loan issued in the Business Combination. The interest expense on
the new loan is based on the three-month EURIBOR plus 3%. A 1/8 of a percentage point increase or decrease in the benchmark rate would
result in a change in annual interest expense of approximately $300,000.
(f) To record interest income on loan receivables recognized at fair value in the Business Combination.
(g) To adjust tax expense related to the above entries.
All of the above adjustments are expected to recur.
Pro forma adjustments to the Consolidated Statement of Operations for the year ended December 31, 2025
The unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2025 reflects the following adjustments as if the Business Combination described in Note
3 had occurred on January 1, 2025:
(h) To reverse stock-based compensation expense recognized by NDAG, and recognize stock-based compensation
expense related to non-controlling interest acquired in the Business Combination.
(i) To adjust lease expense and related foreign exchange for leases assumed in the Business Combination.
(j) To record Rumble’s transaction costs related to the Business Combination.
(k) To record additional depreciation on property, plant and equipment.
(l) To remove amortization of existing intangibles and record amortization of the new intangible assets.
(m) To remove interest expense related to the existing shareholder loan and record interest expense, foreign
exchange and changes in fair value of the embedded derivative on the loan issued in the Business Combination. The interest expense on
the new loan is based on the three-month EURIBOR plus 3%.
(n) To record interest income on loan receivables recognized at fair value in the Business Combination.
(o) To adjust tax expense related to the above entries.
All of the above adjustments are expected to recur
except for adjustment (j).
6
RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
5. Adjustments to the historical information of Northern Data AG
The historical financial information of NDAG was
prepared in accordance with International Financial Reporting Standards (“IFRS”) and presented in Euros (“EUR”).
With the exception of equity, the historical financial
information was translated from EUR to USD using the following historical exchange rates:
Exchange rate as at December 31, 2025
1.17500
Average exchange rate for the year ended December 31, 2025
1.17085
Equity was translated using historical exchange
rates. The table below presents the adjustments to convert from IFRS to US GAAP and to translate from EUR to USD, as well as to align
accounting policies and financial statement presentation with that of Rumble.
Northern
Data AG
December
31, 2025 in EUR (IFRS)
€
US
GAAP Adjustments
€
Presentation
Alignment
€
Northern
Data AG
December
31, 2025 in EUR
(U.S
GAAP)
€
Northern
Data AG December 31, 2025 in USD
(U.S.
GAAP)
$
Assets
Current assets
Cash and cash
equivalents
57,576,257
-
-
57,576,257
67,652,102
Trade receivables
10,304,026
-
-
10,304,026
12,107,231
Contract assets
17,728,544
-
-
17,728,544
20,831,039
Income tax receivable
4,245,924
-
-
4,245,924
4,988,961
Other assets
328,043,620
-
-
328,043,620
385,451,254
Non-current
assets held for sale
37,683,908
-
-
37,683,908
44,278,592
Total
current assets
455,582,279
-
-
455,582,279
535,309,179
Digital Assets
-
6,129,176
-
(d)
6,129,176
7,201,785
Property and equipment
623,352,057
-
-
623,352,057
732,438,667
Right-of-use assets
117,006,434
1,187,391
-
(a)
118,193,825
138,877,744
Other intangible assets
9,533,976
(8,929,176 )
-
(d), (f)
604,800
710,640
Goodwill
13,376,340
-
-
13,376,340
15,717,200
Investments accounted for using
the equity method
9,613,769
-
-
9,613,769
11,296,179
Deferred tax assets
16,096,679
-
-
16,096,679
18,913,598
Other
assets
16,432,060
2,800,000
-
(f)
19,232,060
22,597,671
Total
assets
1,260,993,594
1,187,391
-
1,262,180,985
1,483,062,663
Liabilities
Current
liabilities
Trade payables
12,268,567
-
1,167,375
(f)
13,435,942
15,787,236
Provisions
1,167,375
-
(1,167,375 )
(f)
-
-
Lease liabilities
29,483,482
(3,426,604 )
-
(a)
26,056,878
30,616,832
Income tax liabilities
16,283,859
-
-
16,283,859
19,133,534
Other
liabilities
40,685,576
-
-
40,685,576
47,805,552
Total
current liabilities
99,888,859
(3,426,604 )
-
96,462,255
113,343,154
Provisions
5,200
-
(5,200 )
(f)
-
-
Borrowings
614,943,933
-
-
614,943,933
722,559,121
Lease liabilities
101,059,829
(1,203,205 )
-
(a)
99,856,624
117,331,533
Deferred tax liabilities
203,601
1,322,124
-
(e)
1,525,725
1,792,727
Other
liabilities
2,679,630
-
5,200
(f)
2,684,830
3,154,675
Total
liabilities
818,781,052
(3,307,685 )
-
815,473,367
958,181,210
Shareholders’
equity
Subscribed capital
64,196,476
(676 )
-
64,195,800
71,547,945
Retained
earnings
(726,025,151 )
(10,028,585 )
-
(a), (c), (e)
(736,053,736 )
(905,699,791 )
Capital reserve
1,167,143,633
14,548,539
-
(c)
1,181,692,172
1,311,801,483
Currency
translation differences
(63,102,416 )
(24,202 )
-
(a)
(63,126,618 )
47,231,816
Total
shareholders’ equity
442,212,542
4,495,076
-
446,707,618
524,881,453
Total
liabilities and shareholders’ equity
1,260,993,594
1,187,391
-
1,262,180,985
1,483,062,663
7
RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
5. Adjustments to the historical information of Northern Data AG (continued)
Northern Data AG
Year ended December 31, 2025 in EUR (IFRS)
€
US GAAP Adjustments
€
Presentation Alignment
€
Northern Data AG
Year ended December 31, 2025 in EUR
€
Northern Data AG Year ended December 31, 2025 in USD
€
Sales revenue
80,042,425
-
-
80,042,425
93,717,365
Other operating income
3,254,802
-
(3,254,802 )
(f)
-
-
Total income
83,297,227
-
(3,254,802 )
80,042,425
93,717,365
Cost of materials
33,067,311
-
3,978,522
(f)
37,045,833
43,374,971
General and administrative
-
32,013,357
95,483,702
(a), (c), (f)
127,497,059
149,279,440
Research and development
-
-
3,544,124
(f)
3,544,124
4,149,624
Sales and marketing
-
-
8,471,642
(f)
8,471,642
9,918,989
Acquisition-related transaction costs
-
-
12,867,226
(f)
12,867,226
15,065,543
Personnel expenses
49,320,602
-
(49,320,602 )
(f)
-
-
Other operating expenses
81,125,311
-
(81,125,311 )
(f)
-
-
Amortization and depreciation
-
-
187,099,465
(f)
187,099,465
219,064,689
Change in fair value of digital assets
-
1,609,533
-
(d)
1,609,533
1,884,516
Total expenses
163,513,224
33,622,890
180,998,768
378,134,882
442,737,772
Net unrealized foreign exchange (gains) / losses
2,603,900
-
(2,603,900 )
(f)
-
-
Operating profit before depreciation and amortization – EBITDA
(82,819,897 )
(33,622,890 )
(181,649,670 )
(298,092,457 )
(349,020,407 )
Depreciation, amortization and impairment
380,178,275
(27,342,527 )
(187,683,194 )
(a), (d), (f)
165,152,554
193,368,232
Operating result – EBIT
(462,998,172 )
(6,280,363 )
6,033,524
(463,245,011 )
(542,388,639 )
Financial income
(3,573,000 )
-
-
(3,573,000 )
(4,183,433 )
Financial expenses
42,867,010
(8,051,819 )
(121,291 )
(a), (f)
34,693,900
40,621,219
Financial result
39,294,010
(8,051,819 )
(121,291 )
31,120,900
36,437,786
Other income (expense)
-
(14,152,285 )
6,154,815
(a), (b), (f)
(7,997,470 )
(9,363,807 )
Share of net result from investments accounted for using the equity method
(43,358 )
-
-
(43,358 )
(50,766 )
Earnings before income taxes – EBT
(502,248,824 )
15,923,741
-
(486,325,083 )
(569,411,852 )
Income tax (benefit) expense
(19,520,271 )
844,161
-
(e)
(18,676,110 )
(21,866,851 )
Loss from continuing operations
(482,728,553 )
15,079,580
-
(467,648,973 )
(547,545,001 )
Profit from discounted operations
(92,556,000 )
-
-
(92,556,000 )
(108,368,836 )
Loss for the year
(390,172,553 )
15,079,580
-
(375,092,973 )
(439,176,165 )
Net fair value gain on investments designed at FVOCI
(14,138,941 )
14,138,941
-
(b)
-
-
Exchange differences on translation of foreign operations
43,479,000
24,202
-
(a)
43,503,202
(168,865,416 )
Total comprehensive loss (income)
(419,512,612 )
916,437
-
(418,596,175 )
(270,310,749 )
IFRS differs in certain material respects from
US GAAP. The following material adjustments have been made to convert NDAG’s historical financial information to US GAAP for the
purposes of the unaudited Pro Forma Consolidated Financial Statements.
8
RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
5. Adjustments to the historical information of Northern Data AG (continued)
(a) Leases
Under US GAAP, a lessee classifies
its leases as either finance or operating which determines the accounting treatment. All of NDAG’s leases were determined to be
operating leases. Lease expense related to operating leases is recognized straight-line over the lease term based on two components- interest
expense which is determined based on the lease liabilities; and amortization of the right-of-use asset which is determined based on the
residual amount needed to result in straight-line lease expense. The straight-line lease expense is presented in operating expenses. Under
IFRS, interest expense is determined based the lease liability and presented as a financing cost, and the right of use asset is amortized
over the lease term and presented in amortization expense.
Adjustments were made to reflect the
straight-line lease expense and presentation in operating expenses as required under US GAAP.
(b) Shares in other companies
Under US GAAP, investments in equity
securities are subsequently measured at fair value with changes reflected in net income. Under IFRS, NDAG subsequently measured its investments
in equity securities at fair value with changes reflected in other comprehensive income.
Adjustments were made to reflect all
changes in fair value in net income as required under US GAAP.
(c) Share-based payments compensation – Forfeiture estimates
Under US GAAP, there is an accounting
policy choice to recognize forfeitures related to share-based compensation as they occur, which is the accounting policy choice made by
Rumble. Under IFRS, forfeitures must be estimated on the grant date of the award and throughout the vesting period.
Adjustments were made to remove the
impact of estimated forfeitures to align with Rumble’s accounting policy.
(d) Digital assets
Under US GAAP, digital assets within
the scope of ASC 350-60 are subsequently measured at fair value
with changes reflected in net income. Under IFRS, digital assets such as cryptocurrencies are generally accounted for as intangible assets
unless held for sale in the ordinary course of business. Further, there is an accounting policy choice to apply the revaluation model
when an active market exists, resulting in upward revaluations being recognized in OCI and downward revaluations recognized in profit
or loss, which is the accounting policy choice made by NDAG.
Adjustments were made to remove the
effects of the revaluation model and to reflect all changes in fair value in net income as required under US GAAP.
(e) Deferred taxes
Adjustments were made to tax-effect
the above US GAAP adjustments.
(f) Further adjustments have been made to align NDAG’s financial statement presentation with that of
Rumble.
6. Tax rate
The effective income tax rate of 12.50% - 31.93%
was used to determine the proforma adjustments. Actual rates will differ as a result of the temporary and permanent differences.
9
RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
7. Pro forma earnings per share
The Pro Forma Earnings per Share (“Proforma
EPS”) has been adjusted to reflect the pro forma consolidated net income for the six-months ended June 30, 2026 and year ended December
31, 2025. The number of shares used in calculating the pro forma consolidated basic and diluted earnings per share is outlined below.
The following is a breakdown of the EPS calculation:
Six-months
ended
June 30,
2026
Twelve-months
ended
December 31,
2025
Net loss from continuing operations
$ (541,448,768 )
$ (742,208,642 )
Weighted average number of shares – basic
272,549,216
412,350,491
Loss per share – basic
$ (1.99 )
$ (1.80 )
Net loss from continuing operations
$ (541,448,768 )
$ (742,208,642 )
Weighted average number of shares – diluted
272,549,216
412,350,491
Loss per share – diluted
$ (1.99 )
$ (1.80 )
10
EX-99.2 — UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF NORTHERN DATA AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2026
EX-99.2
Filename: ea030371701ex99-2.htm · Sequence: 4
Exhibit 99.2
Contents
Interim Consolidated Statement of
Comprehensive Income for the Three Months Ended
2
Interim Consolidated Statement of Financial Position
as at
3
Interim Consolidated Statement of Changes in Equity
for the Three Months Ended
4
Interim Consolidated Statement of Cash Flows for the
Three Months Ended
5
Selected Explanatory Notes to the Interim Group Financial
Statements
6–20
1
Interim
Consolidated Statement of Comprehensive
Income for the Three Months Ended
EUR
'000 unless stated otherwise
Notes
3/31/2026
3/31/2025
Revenue
2.1
42,519
40,189
Other operating income
9,963
8,475
Total income
52,482
48,664
Cost of materials
2.2
-10,094
-5,430
Personnel expenses
2.2
-9,019
-7,767
Other operating expenses
2.2
-18,281
-12,796
Total expenses
-37,394
-25,993
Net unrealized foreign exchange
losses
-90
-767
Operating
profit before depreciation and amortization – EBITDA
2.3
14,998
21,904
Depreciation, amortization
and impairment
-45,835
-48,529
Operating
result – EBIT
-30,837
-26,625
Financial income
2.4
143
592
Financial expenses
2.4
-9,387
-10,794
Change in fair value of contingent
consideration
2.4
-167,767
–
Financial
result
-177,011
-10,202
Share of net result from investments
accounted for using the equity method
-83
–
Earnings
before income taxes - EBT
-207,931
-36,827
Income
taxes
-6,991
-1,874
Loss
from continuing operations
-214,922
-38,701
Discontinued
operations
Loss from discontinued operations
2.6
–
-11,843
Loss
for the quarter
-214,922
-50,544
of which attributable to shareholders
of Northern Data AG
-214,922
-50,544
Other
comprehensive income
Exchange differences on translation
of foreign operations
11,636
11,839
Items
that may be reclassified to profit or loss in the future
11,636
11,839
Other
comprehensive income
11,636
11,839
Total
comprehensive income
-203,286
-38,705
of which attributable to shareholders
of Northern Data
-203,286
-38,705
Earnings
per share
2.5
Undiluted (in EUR)
-3.35
-0.79
Diluted (in EUR)
-3.35
-0.79
2
Interim
Consolidated Statement of Financial Position as at
ASSETS
in EUR ‘000
Notes
3/31/2026
12/31/2025
Non-current
assets
750,316
805,411
Goodwill
3.1
13,376
13,376
Other intangible assets
3.1
8,272
9,534
Property, plant and equipment
3.2
573,302
623,352
Right-of-use assets
116,360
117,006
Investments accounted for
using the equity method
9,531
9,614
Other assets
16,151
16,432
Deferred
tax assets
13,324
16,097
Current
assets
337,946
455,583
Trade receivables
2.1,
4.1
13,921
10,304
Income tax receivables
5,100
4,246
Contract assets
2.1
46,373
17,729
Other assets
178,165
328,044
Cash and cash equivalents
4.1
57,937
57,576
Non-current
assets held for sale
3.3
36,450
37,684
Total
assets
1,088,262
1,260,994
EQUITY
AND LIABILITIES in EUR ‘000
Notes
3/31/2026
12/31/2025
Equity
3.4
241,341
442,213
Subscribed capital
64,196
64,196
Capital reserve
1,169,558
1,167,144
Currency translation differences
-51,466
-63,102
Retained
earnings
-940,947
-726,025
Non-current
liabilities
721,705
718,892
Borrowings
4.1
624,089
614,944
Lease liabilities
95,608
101,060
Provisions
5
5
Deferred tax liabilities
198
204
Other
liabilities
1,805
2,679
Current
liabilities
125,216
99,889
Lease liabilities
32,080
29,483
Trade payables
4.1
12,863
12,269
Contract liabilities
2.1
17,161
–
Income tax liabilities
21,011
16,284
Provisions
21
1,167
Other
liabilities
42,080
40,686
Total
liabilities and shareholders’ equity
1,088,262
1,260,994
3
Interim
Consolidated Statement of Changes in Equity for the Three Months Ended
EUR
'000
Subscribed
capital
Capital
reserve
Fair
value
reserve of
financial
assets at
FVOCI
Currency
translation
differences
Retained
earnings
Total
Balance on 1/1/2025
64,196
1,144,014
10,432
-19,623
-359,185
839,834
Loss for the quarter
–
–
–
–
-50,544
-50,544
Currency translation
–
–
–
11,839
–
11,839
Other comprehensive income
–
–
–
11,839
–
11,839
Total comprehensive income
–
–
–
11,839
-50,544
-38,705
Share-based remuneration
–
3,926
–
–
–
3,926
Transactions with shareholders
–
3,926
–
–
–
3,926
Balance on 3/31/2025
64,196
1,147,940
10,432
-7,784
-409,729
805,055
Balance on 1/1/2026
64,196
1,167,144
–
-63,102
-726,025
442,213
Loss for the quarter
–
–
–
–
-214,922
-214,922
Currency translation
–
–
–
11,636
–
11,636
Other comprehensive income
–
–
–
11,636
–
11,636
Total comprehensive income
–
–
–
11,636
-214,922
-203,286
Share-based remuneration
–
2,414
–
–
–
2,414
Transactions with shareholders
–
2,414
–
–
–
2,414
Balance on 3/31/2026
64,196
1,169,558
–
-51,466
-940,947
241,341
4
Interim
Consolidated Statement of Cash Flows for the Three Months Ended
EUR
'000
Notes
3/31/2026
3/31/2025
Consolidated
net income
-214,922
-50,544
Depreciation and amortization
of non-current assets
3.2
45,835
65,513
Change in provisions
-1,150
-2,178
Change in other non-cash expense/income
20,285
18,640
Change in inventories, trade
receivables and other assets not attributable to investing or financing activities
-44,720
-57,448
Change in trade payables and
other liabilities not attributable to investing or financing activities
16,861
21,767
Cryptocurrency received for
providing computing services
–
-28,395
Cryptocurrency sold
–
29,047
Loss on disposal of non-current
assets
-1,859
-5,314
Net finance expense
2.4
177,011
10,275
Income tax expense
6,991
2,366
Income tax payments
–
-1,086
Cash flow
from operating activities
4,332
2,643
Proceeds from disposal of
financial assets
3,208
–
Payment made for acquisition
of financial assets
–
-2,000
Proceeds from disposal of
property, plant and equipment
1,859
6,141
Payments made for investments
in property, plant and equipment
3.2
-849
-35,923
Interest received
143
596
Cash flow
from investing activities
4,361
-31,186
Outflows from the redemption
of bonds and financial loans and liabilities from lease agreements
-5,965
-5,527
Interest paid
-2,267
-10,387
Cash flow
from financing activities
-8,232
-15,914
Cash-effective
change in cash and cash equivalents
461
-44,457
Currency-related change in
cash and cash equivalents
-100
173
Cash and
cash equivalents at the beginning of the period
57,576
120,260
Cash and
cash equivalents at the end of the period
57,937
75,976
5
Selected
Explanatory Notes to the Interim Group Financial Statements
1.
Information about the Group and basics of the preparation of the Group financial statements
1.1
Reporting company and basic principles of the preparation
Northern
Data AG (hereinafter also referred to as the “Company”) is a listed stock corporation with its registered office in Frankfurt/Main,
Germany. The business address is: An der Welle 3, 60322 Frankfurt/Main. Northern Data AG is registered with the Local Court of Frankfurt/Main
(HRB 106 465). Northern Data AG and its subsidiaries are collectively referred to as the “Group”.
The
Company prepares its Interim Group Financial Statements in accordance with International Financial Reporting Standards (IFRS) and the
interpretations of the International Financial Reporting Standards Interpretations Committee (IFRIC), as adopted by the European Union,
on a voluntary basis.
These
Interim Group Financial Statements for the three months ended March 31, 2026 (comparative period: three months ended March 31, 2025)
have been prepared in accordance with IAS 34 “Interim Financial Reporting”.
The
accompanying notes are presented in a condensed form as permitted by IAS 34. The Interim Group Financial Statements should be read in
conjunction with the Group’s Financial Statements for the financial year ended December 31, 2025, as the accounting policies applied
as well as discretionary decisions and estimation of uncertainties are consistent with those described therein.
The
Interim Group Financial Statements are prepared in Euro (EUR), which is the presentation currency. Unless stated otherwise, all figures
are presented in EUR thousand. The tables and figures presented can contain differences due to rounding.
1.2
Principles of consolidation
These
Interim Group Financial Statements as at and for the three months ended March 31, 2026 comprise Northern Data AG and its subsidiaries.
The composition of the Group has not changed materially since December 31, 2025. For further details, see Notes 1.3.1 “Scope of
consolidation” and 5.10 “List of Shareholdings”, of the Annual Report 2025.
In
November 2025, Northern Data AG completed the disposal of its Peak Mining segment. Further information is provided in Note 2.6 “Discontinued
operations” of these Interim Group Financial Statements and Note 3.9 “Discontinued operations” of the Annual Report
2025.
1.3
Valuation premise of going concern
The
preparation of the Interim Group Financial Statements requires an assessment of the Group’s ability to continue as a going concern.
The Management Board has reviewed the Group’s liquidity position, cash flow forecasts and funding arrangements for a period of
at least twelve months from the date of approval of these Interim Group Financial Statements.
As
disclosed in the Group’s Annual Report for the year ended December 31, 2025, the Group was in breach of certain financial covenants
under its shareholder loan agreement. The lender waived these covenant breaches and has not exercised any rights arising from them. In
the absence of such waivers, the lender would have been entitled to demand immediate repayment of the outstanding loan balance, which
the Group would not have been able to settle without obtaining alternative financing and/or implementing other mitigating actions.
6
In
performing its assessment, the Management Board considered risks relating to customer onboarding, market price developments and competitive
pressures, together with the Group’s forecast liquidity position, available mitigating actions and relevant events occurring after
the reporting date, including the transaction announced with RUM Group Inc. as described in Note 4.5 “Events after the reporting
period”.
Based
on this assessment, the Management Board has concluded that the Group has adequate resources to continue in operational existence for
the foreseeable future. Accordingly, these Interim Group Financial Statements have been prepared on a going concern basis.
1.4
IFRS standards applied
In
preparing the Interim Group Financial Statements, the standards and interpretations valid as of January 1, 2026 were applied. The interim
financial statements as of March 31, 2026 have been prepared using the same accounting policies as those on which the preceding Group
Financial Statements as of December 31, 2025 were based. The standards and interpretations mandatory from January 1, 2026 onwards had
no material effect on the Group’s net assets, financial and earnings position, and no restatements resulting from new standards
were necessary.
2.
Notes to the Interim Consolidated Statement of Comprehensive Income
2.1
Revenue
The
Group primarily generates revenue from continuing operations through cloud computing services and colocation services:
● Cloud
computing services comprise revenue generated from providing customers with access to GPU-based
computing hardware under both reserved-capacity and on-demand arrangements. Customers simultaneously
receive and consume the benefits of the services as they are provided. Accordingly, revenue
from cloud computing services is recognized over time based on the services transferred to
the customer.
● Colocation
services comprise revenue generated from hosting, colocation and related engineering services.
Revenue is recognized over time as the services are rendered throughout the contractual service
period.
The
following table shows the disaggregation of revenue by revenue class. A reconciliation to the reportable segments is provided in Note
4.3 “Segment reporting”:
in
EUR ’000
Q1
2026
Q1
2025
Segment
Taiga Cloud
42,519
40,174
Cloud computing
42,519
40,174
Segment
Ardent Data Centers
–
15
Hosting
and colocation
–
15
Total
42,519
40,189
7
The
following table presents balances arising from contracts with customers:
in
EUR ’000
3/31/2026
12/31/2025
Trade receivables
13,921
10,304
Contract assets
46,373
17,729
Contract liabilities
17,161
–
The
increase in contract assets primarily reflects revenue recognized in advance of customer billing under cloud computing contracts. Contract
liabilities primarily consist of payments received in advance of satisfying performance obligations under cloud computing contracts and
are recognized as revenue as the related services are provided.
2.2
Total expenses
Cost
of materials increased by EUR 4,664 thousand compared to the three months ended March 31, 2025, primarily as a result of increased customer
activity in the Taiga Cloud segment. This led to higher electricity costs and increased cloud support service expenses incurred in fulfilling
a higher number of customer contracts.
Personnel
expenses increased by EUR 1,252 thousand compared to the three months ended March 31, 2025, primarily because the prior-year period included
the reversal of a bonus accruals relating to fiscal year 2024, which reduced personnel expenses in that period. During the three months
ended March 31, 2026, the Group recognized share-based compensation expense of EUR 2,414 thousand (Q1 2025: EUR 3,926 thousand).
Other
operating expenses increased by EUR 5,485 thousand compared to the three months ended March 31, 2025, primarily due to transaction-related
advisory, legal, and consulting expenses incurred during the period.
2.3
Adjusted EBITDA
Adjusted
EBITDA is a non-IFRS financial measure defined as EBITDA adjusted to exclude the effects of certain non-cash and other items that management
considers not reflective of the Group’s underlying operating performance.
Adjusted
EBITDA is one of the Group’s key performance indicators and is used by management to evaluate operating performance and support
decision-making. The measure is calculated as EBITDA adjusted for share-based payment expenses, legal and transaction-related costs,
and unrealized foreign exchange gains and losses. Further details regarding the calculation and use of Adjusted EBITDA are provided in
the Group’s Annual Report for the year ended 31 December 2025.
in
EUR ’000
Q1
2026
Q1
2025
EBITDA
14,998
21,904
Stock option plan expenses
2,414
3,926
Legal costs
6,659
1,320
Net unrealized loss on the
foreign currencies
90
767
Adjusted
EBITDA
24,161
27,917
Depreciation.
amortization and impairment
-45,835
-48,529
Adjusted
EBIT
-21,674
-20,612
8
2.4
Financial result
in
EUR ’000
Q1
2026
Q1
2025
Financial
income, net
143
592
thereof
financial interest and similar items
143
592
Financial
expenses, net
-9,387
-10,794
thereof
financial interest and similar expenses
-9,387
-10,794
Change
in fair value of contingent consideration
-167,767
—
Financial
result
-177,011
-10,202
In
Q1 2026, the most significant financial expense related to the fair value remeasurement of the contingent consideration arising from
the sale of the Peak Mining business. Further details are provided in Note 4.1 “Additional disclosures on financial instruments”.
2.5
Earnings per share
The
following table shows the calculation of undiluted and diluted earnings per ordinary share attributable to shareholders of the parent
company:
Q1
2026
Q1
2025
Profit attributable
to shareholders of the parent company
in EUR '000
-214,922
-50,544
Weighted average number of
shares for the calculation of earnings per share
Undiluted
Number
64,197
64,197
Diluted
Number
64,197
64,197
Earnings
per share
Undiluted
EUR
-3.35
-0.79
Diluted
EUR
-3.35
-0.79
In
the calculation for the diluted weighted average number of shares, options issued in connection with the Stock Options Programs were
excluded as they would have been antidilutive for the periods presented.
2.6
Discontinued operations
On
November 3, 2025, Northern Data AG completed the disposal of its Peak Mining segment, which is presented as a discontinued operation
in accordance with IFRS 5.
Accordingly,
the results of the discontinued operation are presented separately from continuing operations in these interim statements of profit or
loss and other comprehensive income for the comparative period Q1 2025. Net cash flows attributable to the discontinued operation for
Q1 2025 are presented separately below.
9
in
EUR ’000
Q1
2025
Revenue
28,395
Other income
817
Expenses
-18,944
Net unrealized foreign exchange
losses
-5,052
EBITDA
5,216
Depreciation, amortization
and impairment
-16,984
Net financial result
-73
Earnings
before income taxes - EBT
-11,841
Attributable
income taxes
-2
Loss
from discontinued operations
-11,843
in EUR ’000
Q1 2025
Cash flow from
operating activities
11,840
Cash flow from investing activities
713
Cash flow from financing activities
-117
Cash-effective
change in cash and cash equivalents
12,436
No
basic or diluted earnings per share from discontinued operations arose in Q1 2026. Basic and diluted loss per share from discontinued
operations amounted to EUR 0.18 per share in Q1 2025.
The
Group continues to hold contingent consideration arising from the disposal of the Peak Mining segment. The contingent consideration is
measured at fair value through profit or loss. Further information is provided in Note 4.1 “Additional disclosures on financial
instruments”.
3.
Notes to the interim Statement of Financial Position
3.1
Goodwill and other intangible assets
Carrying
value of intangible assets and goodwill are broken down as follows:
In
EUR ’000
3/31/2026
12/31/2025
Goodwill
13,376
13,376
Paid acquired licenses and
other rights
3,387
3,405
Crypto
currencies
4,885
6,129
Total
21,648
22,910
The
Group holds certain crypto-assets that are accounted for as intangible assets and are measured using the revaluation model. Revaluation
movements are recognized in other comprehensive income and accumulated in equity within the revaluation surplus, except to the extent
that they reverse a revaluation decrease previously recognized in profit or loss.
The
revaluation of cryptocurrencies was performed as of March 31, 2026, based on quoted market prices. The carrying amount of cryptocurrencies
measured at revalued amounts was EUR 4,885 thousand (December 31, 2025: EUR 6,129 thousand). The revaluation resulted in a loss of EUR
1,343 thousand recognized in profit or loss during the period. Had the cost model been applied, the carrying amount would have been EUR
7,590 thousand (December 31, 2025: EUR 7,427 thousand).
10
3.2
Property, plant and equipment
Carrying
value of property, plant and equipment are as follows:
In EUR
’000
3/31/2026
12/31/2025
Plots of land
and buildings
61,497
61,908
Data centers: servers, accessories,
operating equipment
450,550
477,389
Office and other business
equipment
518
560
Advance payment made and assets
under construction
60,737
83,495
Total
573,302
623,352
3.3
Non-current assets held for sale
At
the reporting date, reclassifications include a cluster of GPU servers that is held for sale. Management is committed to a plan to sell
these assets and expects the sale to complete within twelve months. The assets are available for immediate sale in their present condition,
subject only to terms that are customary for such transactions.
Prior
to classification as held for sale, the GPU servers were assessed for impairment and measured in accordance with the Group’s accounting
policies, with the related impairment charge and key judgments disclosed in Note 4.2.3 “Impairment of property, plant, and equipment”
of the Annual Report 2025. On classification as held for sale, the assets were measured at the lower of their carrying amount and fair
value less costs to sell in accordance with IFRS 5 and depreciation ceased from the date of classification. During the three months ended
March 31, 2026, an additional impairment loss of EUR 1,235 thousand was recognized to reflect the lower fair value less costs to sell
of the asset group. The non-current assets held for sale are presented separately on the face of the consolidated statement of financial
position.
Subsequent
to the reporting date, management reassessed the intended disposal of the GPU servers in light of increased customer demand and the continued
growth of contracted cloud computing capacity. As a result, management decided to retain and redeploy the assets within the Group’s
operations rather than proceed with the anticipated sale. Accordingly, the held-for-sale classification will cease in the period ending
June 30, 2026. Further information is provided in Note 4.5 “Events after the reporting period”.
3.4
Equity
No
dividends were paid in either Q1 2026 or the fiscal year 2025. The key figures used to monitor capital are as follows:
3/31/2026
12/31/2025
Equity ratio (%)
22.2
35.1
Q1 2026
Q1 2025
Return on Equity (%)1
6.2
2.7
At
the reporting date, the subscribed capital amounts to EUR 64,196,677 (December 31, 2025: EUR 64,196,677) and is divided into 64,196,677
(December 31, 2025: 64,196,677) ordinary shares with a nominal value of EUR 1.00 (December 31,
2025:
EUR 1.00) per share.
1
Return on equity is defined as EBITDA from continuing operations divided by shareholders’ equity. The calculation is consistent
with that presented in the Annual Report 2025.
11
4.
Other disclosures
4.1
Additional disclosures on financial instruments
Generally,
the principles and techniques used for fair value measurement remained unchanged year on year. For detailed disclosures of the measurement
principles and techniques, reference is made to the Notes 1.8 “Accounting and valuation principles” and 5.2 “Additional
disclosures on financial instruments” of the Annual Report 2025.
The
table below shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair
value hierarchy:
In EUR ’000
Measurement
category
according to
IFRS 9
Carrying
amount as of
3/31/2026
AC
FVOCI
FVPL
Fair value
as of
3/31/2026
Level
within the
fair value
hierarchy
Financial Assets
Cash and cash equivalents
AC
57,937
57,937
–
–
57,937
Trade receivables
AC
13,921
13,921
–
–
13,921
Contingent consideration
FVPL
103,955
–
–
103,955
103,955
3
Loan to associate
AC
10,000
10,000
–
–
7,631
3
Deposits
AC
6,151
6,151
–
–
6,151
Total
191,964
88,009
–
103,955
189,595
Financial Liabilities
Trade payables
AC
12,863
12,863
–
–
12,863
Shareholder loan
AC
624,089
624,089
–
–
626,449
3
Total
636,952
636,952
–
–
639,312
The
table below shows the positions for the fiscal year 2025:
In EUR ’000
Measurement
category
according to
IFRS 9
Carrying
amount as of
12/31/2025
AC
FVOCI
FVPL
Fair value
as of
12/31/2025
Level
within the
fair value
hierarchy
Financial Assets
Cash and cash equivalents
AC
57,576
57,576
–
–
57,576
Trade receivables
AC
10,304
10,304
–
–
10,304
Contingent consideration
FVPL
271,722
–
–
271,722
271,722
3
Loan to associate
AC
10,000
10,000
–
–
7,841
3
Deposits
AC
6,432
6,432
–
–
6,432
Total
356,034
84,312
–
271,722
353,875
Financial Liabilities
Trade payables
AC
12,269
12,269
–
–
12,269
Shareholder loan
AC
614,944
614,944
–
–
618,515
3
Total
627,213
627,213
–
–
630,784
12
Financial
assets and liabilities
Cash
and cash equivalents, trade receivables, and other current financial assets and liabilities are predominantly short-term and with a low
credit risk. Therefore, their carrying amounts at the reporting date approximate their fair values.
Contingent
consideration
As
of March 31, 2026, Management reassessed the fair value of the contingent consideration receivable recognized in connection with the
disposal of the Peak Mining business. The receivable is classified within Level 3 of the fair value hierarchy and measured using a probability-weighted
discounted cash flow model. The reassessment resulted in a decrease in fair value of EUR 167,767 thousand, recognized in profit or loss.
The carrying amount of the contingent consideration receivable was EUR 103,955 thousand as of March 31, 2026 (December 31, 2025: EUR
271,722 thousand).
The
reduction primarily reflects developments occurring during the three months ended March 31, 2026, comprising revised assumptions regarding
the potential proceeds from a future sale of the Corpus Christi sites, changes in expected future cash flows under the contingent consideration
arrangements driven by developments in Bitcoin market prices and related mining economics, and the expiry on January 16, 2026, of the
call option granted to Northern Data in connection with the disposal of the Peak Mining business. Following the expiry of the call option,
Northern Data no longer has the right to reacquire the Corpus Christi sites for an onward sale to a third party. As a result, the realization
of value attributable to a potential disposal of the sites is dependent on actions taken by the buyer, which has been reflected in Management’s
reduced assessment of the expected future cash flows from the contingent consideration arrangement.
The
remaining contingent consideration arrangements, including the profit-sharing mechanism linked to mining operations and the entitlement
to a share of net proceeds from a future sale of the Corpus Christi sites, remain in effect throughout the earn-out period ending November
3, 2030. Further information is provided in Note 4.5 “Events after the reporting period”.
A
±5 percentage point change in the discount rate applied in the valuation model would change the fair value of the contingent consideration
receivable by approximately EUR 734 thousand, with other inputs held constant. A ±5% change in the projected Bitcoin price and
related mining margin assumptions would change the fair value by approximately EUR 438 thousand, with other inputs held constant.
4.2
Business transactions with related parties
4.2.1
Ultimate controlling party
As
of March 31, 2026, and unchanged from December 31, 2025, Tether Holdings, S.A. de C.V. (“Tether”), through its wholly owned
subsidiary Tether Investments, S.A. de C.V. (formerly Tether Investments Limited), indirectly held more than 50% of the Company’s
share capital and voting rights. Accordingly, Tether controlled Northern Data AG within the meaning of IFRS 10 Consolidated Financial
Statements and was the ultimate controlling party of the Group in accordance with IAS 24 Related Party Disclosures.
Subsequent
to the reporting date, the Group completed a strategic business combination with the RUM Group Inc. (formerly Rumble Inc.), resulting
in a change in the Group’s ownership structure and control environment. Further information is provided in Note 4.5 “Events
after the reporting period”.
4.2.2
Related party transactions
In
November 2023, Northern Data entered into a shareholder loan agreement with a company within the Tether group providing a term loan facility
of EUR 575,000 thousand on market terms, bearing interest at EURIBOR plus 300 basis points. The loan was subsequently transferred to
Tether Investments, S.A. de C.V., a subsidiary of Tether Holdings, S.A. de C.V.
As
of March 31, 2026, the outstanding balance under the facility amounted to EUR 624,089 thousand (December 31, 2025: EUR 614,944 thousand).
Further details are provided in Note 4.9 “Financial liabilities” of the Annual Report 2025.
During
the reporting period, certain financial covenants associated with the shareholder loan facility were not met. Tether Investments, S.A.
de C.V. provided a waiver in respect of these covenant requirements. Accordingly, the loan continues to be classified in accordance with
its contractual maturity profile.
13
Subsequent
to the reporting date, the shareholder loan was transferred from Tether Investments, S.A. de C.V. to an entity within the Rumble group
as part of the strategic business combination described in Note 4.5 “Events after the reporting period”. As a result, the
related-party lender changed from the Tether group to the RUM Group.
The
Group enters into transactions with entities within the Tether group, which are considered related parties as entities under common control
of the Group’s ultimate controlling shareholder. These transactions are conducted in the ordinary course of business and on arm’s
length terms.
During
the three months ended March 31, 2026, the Group provided computing power and colocation services to entities within the Tether group
amounting to EUR 1,157 thousand (Q1 2025: EUR 120 thousand).
On
November 3, 2025, Northern Data completed the disposal of its Peak Mining business to Highland Group Mining Inc., resulting in the loss
of control of the Peak entities. The total consideration comprised (i) cash consideration of USD 50,000 thousand (EUR 43,585 thousand)
received at closing and (ii) contingent consideration related to the Corpus Christi sites.
As
of March 31, 2026, the carrying amount of the contingent consideration receivable arising from the disposal of the Peak Mining business
amounted to EUR 103,955 thousand (December 31, 2025: EUR 271,722 thousand). Further details are provided in Note 4.1 Additional disclosures
on financial instruments and Note 4.5 “Events after the reporting period”.
Additionally,
in connection with the disposal of the Peak segment, the Group provided transition services to Highland Group Mining Inc. amounting to
EUR 817 thousand (Q4 2025: EUR 755 thousand).
As
of March 31, 2026, the Group had an irrevocable loan commitment of EUR 5,000 thousand towards G Core Holding S.A., an investment accounted
for using the equity method. As the commitment had not been funded as of that date, no loan receivable was recognized in the Group’s
financial statements as of March 31, 2026. Subsequent to the reporting date, the commitment was fully funded in May 2026.
Outstanding
balances with related parties at the reporting date are unsecured and settled by cash payment or netting of receivables and payables.
No guarantees have been provided for receivables or received from or payables to related parties, and no impairment losses have been
recognized on receivables from related parties.
Intercompany
transactions and balances are eliminated on consolidation and therefore are not disclosed.
4.3
Segment reporting
In
accordance with IFRS 8, operating segments are defined on the basis of the Group’s internal management and reporting. The organizational
and reporting structure of Northern Data Group is based on management by business unit. Based on the reporting system it has established,
the Management Board, as the chief operating decision maker, assesses the performance of the various segments and the allocation of resources.
The segmentation is as follows:
4.3.1
Taiga Cloud
The
Taiga Cloud business segment comprises the provision of GPU compute power to customers.
4.3.2
Ardent Data Centers
The
Ardent Data Centers business segment operates as a colocation service provider and manages the Group’s data centers, including
their acquisition or planning, construction or conversion, and operation.
4.3.3
Reportable Segments
The
accounting policies of the segments are the same as those applied for external financial reporting. For details, please refer to Note
1.8 “Accounting and valuation principles” of the Annual Report 2025.
Peak
Mining segment was sold with effect from November 3, 2025. Information about this discontinued segment is provided in Note 2.6 “Discontinued
operations”.
The
most important financial targets and performance indicators for Northern Data Group are revenue and EBITDA. Transactions between the
segments take place to an insignificant extent.
14
Information regarding the results of each reportable segment is presented below:
Q1 2026
Reportable Segments
in EUR ’000
Taiga
Cloud
Ardent
Data
Centers
Total
Other companies
and Group
functions
Consolidation
Group after
consolidation
Revenues
116,168
4,285
120,453
27,726
-105,660
42,519
thereof external sales
42,519
-
42,519
-
-
42,519
thereof intercompany sales
73,649
4,285
77,934
27,726
-105,660
-
EBITDA
12,413
-633
11,780
14,321
-11,103
14,998
Depreciation, amortization and impairment
-42,696
-1,607
-44,303
-1,773
241
-45,835
thereof impairments
-1,234
-
-1,234
-
-
-1,234
EBIT
-30,283
-2,240
-32,523
12,548
-10,862
-30,837
The eliminated sales of the segments generated with other segments that are also consolidated can be seen in the reconciliation column
to sales.
Comparative segment information reflects the classification of Peak Mining as discontinued operations in 2025.
Q1 2025
Reportable Segments
in EUR ’000
Taiga
Cloud
Ardent
Data
Centers
Total
Other companies
and Group
functions
Consolidation
Group after
consolidation
Revenues
102,625
3,489
106,114
18,480
-84,405
40,189
thereof external sales
40,174
15
40,189
-
-
40,189
thereof intercompany sales
62,451
3,474
65,925
18,480
-84,405
-
EBITDA
12,193
495
12,688
9,545
-329
21,904
Depreciation, amortization and impairment
-45,505
-587
-46,092
-1,653
-784
-48,529
thereof impairments
-
-
-
-
-
-
EBIT
-33,312
-92
-33,404
7,892
-1,113
-26,625
In the following tables, information is provided at company level in accordance with IFRS 8.31 et seq.
Northern Data Group’s external
sales break down by geographical region (location of the companies included) as follows:
In EUR’000
Q1 2026
Q1 2025
Abroad
42,519
40,189
thereof US
-
15
Total
42,519
40,189
15
The carrying amounts of non-current assets break down as follows:
In EUR’000
3/31/2026
12/31/2025
Domestic
8,601
9,244
Abroad
689,333
740,648
thereof Netherlands
32,948
30,813
thereof Norway
172,990
176,465
thereof Sweden
180,754
155,060
thereof UK
132,631
138,880
thereof Ireland
119
23,149
thereof US
49,320
86,242
thereof Portugal
115,686
123,910
thereof Gibraltar
4,885
6,129
Total
697,934
749,892
For the presentation of geographical segment information, sales and non-current assets are reported based on the location of the respective
Northern Data Group companies. Non-current assets by region include all non-current assets except deferred tax assets, investments in
other companies, and other financial assets. Due to intra-group service arrangements, sales may, in certain cases, be recognized in geographical
regions that differ from the locations where the corresponding non-current assets are held.
4.4 Other significant events and transactions
Swedish VAT assessment and related investigations
The Group is subject to challenges by
the Swedish Tax Agency (“STA”) regarding the deduction of input VAT claimed by certain Group subsidiaries in respect of activities undertaken
at the Group’s data center operations in Boden, Sweden. The STA’s position is that the relevant activities constituted cryptocurrency
mining activities which it considers to be outside the scope of VAT. The Group disputes that position and maintains that the relevant
entities supplied computing capacity and related infrastructure services for consideration to identifiable counterparties and therefore
carried out taxable economic activities giving rise to a right to deduct input VAT.
In September 2025, Decentric Europe B.V., a wholly-owned subsidiary of Northern Data AG, received a proposed decision (“Förslag till
beslut”) relating to the period January 2021 to June 2024. The Group formally disputed the proposed decision and submitted a comprehensive
response supported by external tax, accounting and legal advisors. In March 2026, Hydro66 Svenska AB, a wholly-owned indirect subsidiary,
received a separate proposed decision relating to the period January 2021 to September 2024, on a materially similar basis.
On March 30, 2026, the STA issued a final decision in respect of Decentric Europe B.V., which was received by the Group on April 13, 2026.
The final decision assessed VAT of SEK 250.3 million, tax surcharges of SEK 50.1 million and accrued interest of SEK 35.2 million, for
a total assessment of SEK 335.6 million (approximately EUR 30 million). In respect of Hydro66 Svenska AB, the proposed assessment amounted
to approximately SEK 218 million (approximately EUR 19.7 million), excluding interest. The aggregate amount of the Decentric Europe B.V.
assessment and the Hydro66 Svenska AB proposed assessment was approximately SEK 554 million (approximately EUR 50 million). Interest continues
to accrue until settlement.
The Group does not accept the assessment or the proposed assessment and is contesting them. In forming its assessment, Management has
considered, among other matters, an advance ruling issued by the Swedish Board of Advance Tax Rulings (Skatterättsnämnden) published
in January 2026, documentary evidence supporting the contractual arrangements, invoicing and settlement between the relevant entities
and their counterparties, and professional advice obtained both at the time the arrangements were entered into and in connection with the current proceedings. Management also considers that certain conclusions
reflected in the STA’s decisions have been drawn from incomplete operational data and assumptions that do not fully reflect the underlying
commercial arrangements.
16
Management has assessed these matters in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Based on the
information available at March 31, 2026, including external professional advice and the procedural stage of the matters, Management has
concluded that it is not probable that an outflow of economic resources will be required to settle them. Accordingly, no provision has
been recognized in these Interim Group Financial Statements.
The possibility of an outflow is not remote and the matters have therefore been disclosed as contingent liabilities. Management has also
considered whether a reliable estimate of any obligation could be made. While the STA has quantified specific assessed amounts, the amount,
if any, that may ultimately be payable remains subject to a wide range of realistically possible outcomes, ranging from no liability,
if the Group’s challenges succeed in full, to the full assessed amounts plus accruing interest, if they are wholly unsuccessful, with
no single outcome currently more likely than any other. This range arises from the same underlying legal and factual uncertainties that
inform management’s probability assessment and reinforces management’s view that recognition of a provision would not appropriately reflect
the Group’s position at this stage. Were the Group’s challenges to be unsuccessful, in whole or in part, up to the full assessed amounts,
together with interest accruing to the date of settlement, would become payable.
Under Swedish administrative procedure, an assessed amount is generally payable notwithstanding a pending challenge unless payment respite
(“anstånd”) is granted. The assessed amount relating to Decentric Europe B.V. had not fallen due for payment at March 31, 2026,
and no payment had been made as of that date. Subsequent developments are described in Note 4.5 “Events after the reporting period”.
The Group has not received any assessment or proposed decision from the STA in relation to Hydro66 Services AB. Separately, the European
Public Prosecutor’s Office (“EPPO”) has initiated an investigation relating to the accounting records and alleged actions of certain individuals
associated with Decentric Europe B.V., Hydro66 Svenska AB and Hydro66 Services AB. Publicly available information associated with the
investigation refers to potential VAT exposure across these entities of up to approximately EUR 110 million. In respect of Hydro66 Services
AB, it is not practicable to estimate the financial effect, if any, and accordingly no estimate is disclosed.
4.5
Events after the reporting period
Business combination agreement with RUM Group
Inc.
On April 13, 2026, Northern Data AG entered into a business combination agreement with Rumble Deutschland AG, a whollyowned indirect subsidiary
of RUM Group Inc.. Pursuant to the agreement, Rumble Deutschland AG launched a voluntary public takeover offer to acquire all outstanding
shares of Northern Data AG by way of a share-for-share exchange. Under the terms of the offer, shareholders of Northern Data AG were offered
2.0281 newly issued Rumble Class A Common Shares for each Northern Data share tendered.
On June 17, 2026, the transaction was completed. Following the completion of the exchange offer and the acquisition of shares committed
under transaction support agreements, RUM Group Inc. acquired approximately 85.2% of the outstanding share capital of Northern Data AG
and obtained control over the Company. As a result, Northern Data AG became a majority-owned subsidiary of RUM Group Inc.
In connection with the transaction, Northern Data AG applied for the delisting of its shares from both, the m:access segment and the Regulated
Unofficial Market (Freiverkehr) of the Munich Stock Exchange. The inclusion and listing of Northern Data AG shares in the m:access segment
will end at the close of business on July 31, 2026. Following the cessation of trading in m:access, the shares will continue to trade
in the Regulated Unofficial Market (Freiverkehr) until the close of business on December 30, 2026, when the delisting will become effective.
17
Change in shareholder loan
In connection with the completion of the Exchange Offer on June 17, 2026, RUM Group Inc., Northern Data AG and Tether Investments S.A.
de C.V. entered into a sale and transfer, and amendment and restatement agreement relating to Northern Data AG’s unsecured floating-rate
shareholder loan.
Pursuant to the agreement, the shareholder loan was amended and restated, including the removal of the financial covenants and other lender
protection provisions contained in the previous loan agreement. In addition, the receivable under the shareholder loan previously held
by Tether Investments S.A. de C.V. was transferred to Rumble Freedom First Holding Limited, an indirect subsidiary of Rumble Inc.
As a result of the transaction, Rumble Freedom First Holding Limited became the lender under the shareholder loan arrangement with Northern
Data AG.
Changes to the Management and Supervisory
Boards
On June 17, 2026, Aroosh Thillainathan stepped down from the Management Board of Northern Data AG and entered into an agreement for the
termination of his executive service agreement by mutual consent. The termination resulted in the settlement and forfeiture of certain
long-term incentive arrangements.
Effective July 17, 2026, the Supervisory Board appointed Rudolf Haas, Chief Legal Officer of Northern Data AG, as a member of the Management
Board.
On the same date, Bertram Pachaly and Dr. Bernd Hartmann resigned from the Supervisory Board. The Company subsequently applied to the
Frankfurt am Main District Court for the appointment of Dr. Tyler Hughes and Stephen Noonan as members of the Supervisory Board with effect
from July 18, 2026 until the conclusion of the Annual General Meeting on August 25, 2026. Both nominees are employees of RUM Group Inc.,
the indirect majority shareholder of Northern Data AG, and will stand for reelection at the upcoming Annual General Meeting.
Assets held for sale
In May 2026, Management decided to retain and redeploy certain GPU assets that had previously been classified as held for sale as of March
31, 2026. The decision was driven by the Group’s strategic and operational requirements and reflects Management’s revised intention to
utilize the assets within the Group’s operations rather than dispose of them.
As a result of this decision, the criteria for classification as held for sale are no longer met. Accordingly, the Group expects to discontinue
the held-for-sale classification of the affected assets in future financial reporting periods and account for the assets in accordance
with the applicable IFRS requirements.
Change in the classification of the investment
in G Core Holding S.A.
In July 2026, the Group entered into amended arrangements relating to its investment in G Core Holding S.A.. As a result of changes to
the governance and decision-making rights established under the amended agreements, Management concluded that the Group no longer has
significant influence over G Core Holding S.A..
Accordingly, G Core Holding S.A. ceased to be an associate of the Group from July 2026 and will no longer be accounted for using the equity
method in future reporting periods. The accounting implications of the loss of significant influence are being assessed and will be reflected
in the Group’s financial statements for the period in which the change occurred.
Investment in Wildcat One AG
In May 2026, the Group invested EUR 1.2 million in Wildcat One AG and acquired a 30.6% ownership interest. In addition, under the terms
of the investment agreement, the Group committed to provide up to a further EUR 2.7 million of funding, subject to the achievement of
specified milestones by the investee.
The investment was completed after the reporting date and therefore was not recognized in the Interim Group Financial Statements as of
March 31, 2026.
18
Fair value of the contingent consideration
after the reporting date
In June 2026, Management obtained confirmation from the acquirer of the Peak Mining business that it intends to retain and utilize the
Corpus Christi sites in its operations rather than pursue a near-term sale. Based on this information, Management no longer considers
an imminent sale of the sites to be probable and has updated the key assumptions used in estimating the fair value of the related contingent
consideration receivable.
Following valuation analyses performed during June 2026, Management estimated that the fair value of the contingent consideration receivable
could decrease by approximately EUR 83.8 million compared to the carrying amount recognized as of March 31, 2026. Following this reassessment,
the fair value of the contingent consideration receivable is estimated at approximately EUR 20.1 million.
The reassessment primarily relates to the expected timing and probability of future proceeds associated with the Corpus Christi sites,
the present value of expected future cash flows and assumptions regarding future Bitcoin prices, which remain a significant driver of
the estimated fair value of certain components of the contingent consideration arrangement.
The reduction in estimated fair value primarily reflects Management’s updated assumptions regarding the likelihood and timing of a future
sale of the Corpus Christi sites. While the contractual entitlement to participate in future sale proceeds remains in place, the revised
valuation reflects the purchaser’s stated intention to retain and utilize the sites in its operations rather than pursue a near-term sale.
Swedish VAT assessment and related investigations
On April 13, 2026, the Group received the Swedish Tax Agency’s final decision in respect of Decentric Europe B.V., dated March 30, 2026,
assessing VAT of SEK 250.3 million, tax surcharges of SEK 50.1 million and accrued interest of SEK 35.2 million, for a total assessment
of SEK 335.6 million (approximately EUR 30 million).
On May 13, 2026, Decentric Europe B.V. paid the assessed amount. Subsequently, payment respite (“anstånd”) was granted by the Swedish
Tax Agency and the amount was refunded to the Group. As at the date of authorization of these Interim Group Financial Statements, the
refunded amount had not yet been received in the Group’s bank accounts.
On July 31, 2026, Decentric Europe B.V. filed its grounds of appeal against the decision of March 30, 2026, with the Administrative Court
(Förvaltningsrätten).
On June 30, 2026, the Swedish Tax Agency issued its final decision in respect of Hydro66 Svenska AB, assessing VAT of SEK 164.6 million,
tax surcharges of SEK 24.7 million and accrued interest of SEK 19.5 million, for a total assessment of SEK 208.8 million (approximately
EUR 18.8 million). The Group disputes the assessment and is pursuing available administrative and legal remedies. The Group applied for
payment respite (“anstånd”), and on July 29, 2026 the Swedish Tax Agency granted anstånd in respect of the full assessed amount.
Further details regarding these matters, including Management’s assessment under IAS 37 and the related contingent liability disclosures,
are provided in Note 4.4 “Other significant events and transactions”. These developments do not result in any adjustment to the amounts
recognized as of March 31, 2026.
Power generators
On June 21, 2026, the Group exercised an option to acquire certain power generators and thereby entered into a binding commitment to purchase
them for approximately USD 26 million (approximately EUR 23 million), excluding transactionrelated costs. The acquisition was completed
on July 23, 2026, when legal title to the generators transferred to the Group. As the transaction occurred after the reporting date of
March 31, 2026, no adjustment has been made to the carrying amounts recognized in these Interim Group Financial Statements.The acquisition
was completed on July 23, 2026, and the legal title to the equipment was transferred to the Group. As the transaction occurred after the
reporting date of March 31, 2026, no adjustment has been made to the carrying amounts recognized in these Interim Group Financial
19
Directors’ dealings
The following table presents transactions by persons discharging managerial responsibilities and persons closely associated with them
that occurred after the reporting date of March 31, 2026:
Notifiable Communication from
Date
of
transaction
Type
of transaction
Price
in EUR
(aggregated)
Volume
in
EUR
thousand
(aggregated)
ART Holding GmbH 6/22/2026
6/17/2026
Exchange of a total of 744,150 shares in Northern Data AG for a total of 772,264 newly issued Class A common shares of Rumble Inc. (ISIN
US78137L1052) in connection with the closing of the voluntary public exchange offer of Rumble Deutschland AG to the shareholders of Northern
Data AG
not numerable
not numerable
Liebling Kronberg Capital GmbH 6/30/2026
6/19/2026
Exchange of a total of 63,363 Shares in Northern Data AG for a total of 128,506.50 newly issued Class A common shares of Rumble
Inc. (ISIN US78137L1052) in connection with the closing of the voluntary public exchange offer of Rumble Deutschland AG to the shareholders
of Northern Data AG at the offered exchange ratio of 1 to 2.0281
not numerable
not numerable
Dr. Tom Oliver Schorling 6/30/2026
6/29/2026
Exchange of a total of 20,770 Shares in Northern Data AG for a total of 42,123.637 newly issued Class A common shares of Rumble Inc. (ISIN
US78137L1052) in connection with the closing of the voluntary public exchange offer of Rumble Deutschland AG to the shareholders of Northern
Data AG at the offered exchange ratio of 1 to 2.0281
not numerable
not numerable
20
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Cover
Jun. 15, 2026
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Amendment Description
As previously disclosed on
a Current Report on Form 8-K filed by RUM Group Inc., a Delaware corporation (the “Company”), with the Securities and
Exchange Commission (the “SEC”) on June 17, 2026 (the “Original Form 8-K”), the Company consummated
on June 17, 2026 (i) the voluntary public exchange offer it submitted to all shareholders of Northern Data AG, a German corporation (“Northern
Data”), pursuant to that certain Business Combination Agreement, dated as of November 10, 2025, by and between the Company and
Northern Data, and (ii) the purchase of all of the Northern Data shares owned by Tether Investments, S.A. de C.V., a Salvadoran Sociedad
Anónima de Capital Variable (“Tether”), Apeiron Investment Group Ltd., and ART Holding GmbH and its sole owner
Aroosh Thillainathan, respectively, pursuant to certain Transaction Support Agreements (the transactions described in (i) and (ii), the
“Acquisition”), and as a result of the consummation of the Acquisition, the Company acquired approximately 85.2% of
all of the outstanding Northern Data shares.
Document Period End Date
Jun. 15, 2026
Entity File Number
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Entity Registrant Name
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Entity Central Index Key
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Entity Tax Identification Number
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Entity Incorporation, State or Country Code
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Entity Address, Address Line One
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Entity Address, City or Town
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Class A common stock, par value $0.0001 per share
Title of 12(b) Security
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Trading Symbol
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Security Exchange Name
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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
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Security Exchange Name
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