{"url_path":"/sec/rum/8-k/2026-06-17/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities**","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":373,"has_tables":true,"body_markdown":"** **\n\n**Item\n3.02. Unregistered Sales of Equity Securities**\n\n** **\n\nAs described in Item 2.01 above, on June 17, 2026,\nas consideration for the sales of Northern Data Shares by the TSA Sellers under the Transaction Support Agreements, the Company issued\n(i) 36,703,354 shares of Rumble Class A Common Stock to Tether and a Pre-Funded Warrant to Tether exercisable for up to 51,544,399 shares\nof Rumble Class A Common Stock, (ii) 1,509,210 shares of Rumble Class A Common Stock to the ART Sellers and (iii) 4,555,921 shares of\nRumble Class A Common Stock to Apeiron, in each case, with a portion of the shares of Rumble Class Common Stock being placed in escrow\nin accordance with the terms of the applicable agreements. On the same date, the Company issued a Pre-Funded Warrant to Tether exercisable\nfor up to 4,599,365 shares of Rumble Class A Common Stock, in exchange for a purchase price of $36,242,538 (representing $7.88 per share)\npursuant to the Equity Commitment Agreement, dated November 10, 2025, between the Company and Tether, a copy of which was filed as Exhibit\n10.8 to the Company’s Current Report on Form 8-K filed with the SEC on November 11, 2025.\n\n \n\n2\n\n \n\n \n\nThe foregoing description of the Pre-Funded Warrants\ndoes not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Form of Pre-Funded Warrant,\nwhich is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.\n\n \n\nThe shares of Rumble Class A Common Stock and\nthe Pre-Funded Warrants described in this Item 3.02 were issued in private placements without registration under the Securities Act of\n1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities\nAct as a transaction not involving a public offering and/or Rule 506(b) of Regulation D promulgated under the Securities Act as sales\nto accredited investors and in reliance on similar exemptions under applicable state laws. Neither this Current Report on Form 8-K nor\nany of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the shares of Rumble Class A Common Stock\nor any other securities of Rumble or Northern Data."}