RUM Group Inc. completed its acquisition of an additional 8,256,155 shares of Northern Data AG on September 30, 2026, increasing its ownership stake in the company from approximately 85.2% to approximately 98%. The transaction was executed with Tether Investments, S.A. de C.V., pursuant to a Transaction Support Agreement originally dated November 10, 2025, and subsequently amended.
As consideration for the Northern Data shares, RUM Group issued a pre-funded warrant to Tether. This instrument entitles Tether to purchase up to 16,744,307 shares of RUM Group’s Class A common stock at an exercise price of $0.0001 per share. The share count reflects an offer ratio of 2.0281 shares of RUM Group Class A common stock for each Northern Data share delivered.
The pre-funded warrant was issued in a private placement without registration under the Securities Act of 1933. RUM Group relied on exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, citing that the transaction did not involve a public offering and was conducted with accredited investors. The company also noted reliance on similar exemptions under applicable state laws.
Following the increase in its holding to approximately 98%, RUM Group stated its intention to commence squeeze-out proceedings under the German Stock Corporation Act. These proceedings aim to acquire the remaining approximately 2% of Northern Data’s outstanding shares, which would result in RUM Group achieving 100% ownership upon completion.
The company filed the Form 8-K with the U.S. Securities and Exchange Commission on October 2, 2026. Maurice F. Edelson, General Counsel and Corporate Secretary, signed the report on behalf of RUM Group Inc., a Delaware corporation headquartered in Longboat Key, Florida. The filing includes a reference to the full text of the Pre-Funded Warrant, which was previously filed as Exhibit 4.1 to an earlier Form 8-K submitted on June 17, 2026.