{"url_path":"/sec/rum/8-k/2026-06-17/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1830081/0001213900-26-069733-index.html","accession_number":"0001213900-26-069733","cik":"0001830081","ticker":"RUM","issuer_name":"RUM Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1830081/0001213900-26-069733-index.html","primary_entity_key":"0001830081","primary_entity_name":"Rumble Inc."},"word_count":444,"has_tables":true,"body_markdown":"**Item\n2.01. Completion of Acquisition or Disposition of Assets**\n\n** **\n\nPursuant\nto the Business Combination Agreement, on April 13, 2026, the Company submitted a voluntary public exchange offer (the “Exchange\nOffer”) to all shareholders of Northern Data to exchange each issued and outstanding no-par value bearer share of Northern Data\n(each, a “Northern Data Share”) for 2.0281 shares of the Company’s Class A common stock, $0.0001 per share (“Rumble\nClass A Common Stock”), subject to the terms and conditions set forth in the Business Combination Agreement. At the expiration\nof the additional acceptance period for the Exchange Offer, a total of\n8,174,379 Northern Data Shares were validly tendered in the Exchange Offer, representing approximately 46.2% of Northern Data Shares not\nsubject to the Transaction Support Agreements.\n\n \n\nOn June 17, 2026, all of the tendered Northern\nData Shares were accepted by the Company through its settlement agent, and as consideration for the Exchange Offer, the Company issued\nan aggregate amount of 16,578,459 shares of Rumble Class A Common Stock to the Northern Data shareholders who had validly tendered their\nNorthern Data Shares in the Exchange Offer, all of which shares were previously registered by the Company on the Company’s Registration\nStatement on Form S-4 filed with the SEC on April 13, 2026, which was declared effective on April 14, 2026 (the “Form S-4”).\nOn the same date, immediately prior to the closing of the Exchange Offer, the Company purchased all of the Northern Data Shares owned\nby the TSA Sellers pursuant to the Transaction Support Agreements. As consideration for the sale of their Northern Data Shares, the Company\nissued a total of 42,768,485 shares of Rumble Class A Common Stock to the TSA Sellers, and in addition, a Pre-Funded Warrant to Tether,\nexercisable for up to 51,544,399 shares of Rumble Class A Common Stock, as further described in Item 3.02 of this Current Report on Form\n8-K.\n\n \n\nAs a result of the consummation of the Transactions,\nthe Company acquired approximately 85.2% of all of the outstanding Northern Data Shares.\n\n \n\nThe foregoing description of the Business Combination\nAgreement, the Transaction Support Agreements and the Transactions does not purport to be complete and is subject to, and qualified in\nits entirety by, the full text of the Business Combination Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report\non Form 8-K filed with the SEC on November 10, 2025 and is incorporated by reference herein, and the full text of the Transaction Support\nAgreements, which were filed as Exhibits 10.1, 10.2 and 10.3 to the Company’s Current Report on Form 8-K/A filed with the SEC on\nNovember 12, 2026 and are incorporated by reference herein."}