{"url_path":"/sec/rum/8-k/2026-06-17/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events**","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":1268,"has_tables":true,"body_markdown":"** **\n\n**Item\n8.01. Other Events**\n\n** **\n\nOn June 17, 2026, the Company issued a press release\nannouncing, among other things, the consummation of the Transactions. A copy of that press release is filed as Exhibit 99.1 to this Current\nReport and is incorporated by reference herein.\n\n \n\nGiven favorable market conditions and Northern\nData’s reported near capacity GPU utilization, Rumble and Tether mutually agreed not to enter into the customer agreement originally\ncontemplated by the Tether Transaction Support Agreement, which would have provided for the purchase by Tether of GPU services in an amount\nup to $75 million per year over a two-year initial term at a fixed price per GPU hour, which price would have represented a significant\ndiscount to current prevailing GPU rates. \n\n \n\n3\n\n \n\n \n\n**Cautionary\nStatements Regarding Forward-Looking Statements**\n\n \n\nCertain statements in this Current Report on Form\n8-K constitute “forward-looking statements”“ within the meaning of the U.S. Private Securities Litigation Reform Act\nof 1995. Certain of these forward-looking statements can be identified by using words such as “anticipates,” “believes,”\n“intends,” “estimates,” “targets,” “expects,” “endeavors,” “forecasts,”\n“could,” “will,” “may,” “future,” “likely,” “on track to deliver,”\n“continues to,” “looks forward to,” “is primed to,” “plans,” “projects,” “assumes,”\n“should” or other similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties,\nand our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking\nstatements included in this Current Report on Form 8-K are based on our current beliefs and expectations of our management as of the date\nhereof. These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that\ncould cause actual results to differ materially from those forward-looking statements include risks related to the Northern Data business\ncombination, including the success of the business following the Transactions; the ability to successfully integrate Rumble’s and\nNorthern Data’s businesses; risks related to disruption of management time from ongoing business operations due to the transaction;\nthe risk that the transaction can negatively impact the ability of Rumble and Northern Data to retain customers, retain or hire key personnel,\nmaintain relationships with their respective suppliers and customers, and on their operating results and businesses generally; the risk\nthat the combined business may be unable to achieve expected synergies or that it may take longer or be more costly than expected to achieve\nthose synergies; the risk of fluctuations in revenue due to lengthy sales and approval process required by major and other service providers\nfor new products; the risk posed by potential breaches of information systems and cyber-attacks; the risks that Rumble, Northern Data\nor the post combination company may not be able to effectively compete, including through product improvements and development; the risk\nthat Rumble, Northern Data or the post-combination company may not be able to meet surging AI compute demand by establishing business\nrelationships with hyperscalers; the risk that the cloud, video, and content delivery network capabilities of Rumble, Northern Data or\nthe post-combination company may not be sufficient to attract and continue to attract interest from system integrators and content creators\nand to create powerful funnel partnership opportunities for the combined platform; the risk that Rumble, Northern Data or the post combination\ncompany may not be able to accelerate delivery of next-generation cloud solutions and AI applications; our ability to grow and manage\nfuture growth profitably over time, maintain relationships with customers, compete within our industry and retain key employees; weakened\nglobal economic conditions may affect our business and operating results; our limited operating history makes it difficult to evaluate\nour business and prospects; we may not grow or maintain our active user base, and may not be able to achieve or maintain profitability;\nwe may fail to maintain adequate operational and financial resources; we may be unsuccessful in attracting new users to our mobile and\nconnected TV offerings; our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with\noperating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we\ndo not control; our business depends on continued and unimpeded access to our content and services on the internet and if we or those\nwho engage with our content experience disruptions in internet service, or if internet service providers are able to block, degrade or\ncharge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers; we face significant\nmarket competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business and\noperating results could be harmed; we rely on data from third parties to calculate certain of our performance metrics and real or perceived\ninaccuracies in such metrics may harm our reputation and negatively affect our business; changes to our existing content and services\ncould fail to attract traffic and advertisers or fail to generate revenue; we derive the majority of our revenue from advertising and\nthe failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers to maintain\nor increase their advertising budgets may adversely affect our business and operating results; we depend on third-party vendors, including\ninternet service providers, advertising networks, and data centers, to provide core services; new technologies have been developed that\nare able to block certain online advertisements or impair our ability to deliver advertising, which could harm our operating results;\nwe have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and\nthese arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by\nthe applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may\nadversely impact our financial performance, results of operations and liquidity; changes in tax rates, changes in tax treatment of companies\nengaged in e-commerce, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities may adversely\nimpact our financial results; compliance obligations imposed by new privacy laws, laws regulating online video sharing platforms, other\nonline platforms and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business,\nfinancial performance, and operating results; we may become subject to newly enacted laws and regulations that restrict or moderate content\non the internet; we are exposed to significant regulatory, operational, compliance, privacy, and legal risks related to age restriction\nor verification requirements and children’s online safety laws contemplated or enacted in various U.S. states and foreign jurisdictions;\npaid endorsements by our content creators ma expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely\naffect our business, financial condition and results of operations; we have incurred and will incur significantly increased expenses and\nadministrative burdens as a public company, which could have an adverse effect on our business, financial condition, and results of operations;\nand those additional risks, uncertainties and factors described in more detail in Northern Data’s annual and interim financial reports\nmade publicly available and under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December\n31, 2025, and in our other filings with the SEC. We do not intend, and, except as required by law, we undertake no obligation to update\nany of our forward-looking statements after the issuance of this Current Report on Form 8-K to reflect any future events or circumstances.\nGiven these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.\n\n** **\n\n****\n\n4"}