UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.02. Unregistered Sales of Equity Securities
On September 30, 2026, RUM Group Inc. (the “Company”) completed its previously reported acquisition of an additional 8,256,155 outstanding shares of Northern Data AG (“Northern Data”) from Tether Investments, S.A. de C.V. (“Tether”) pursuant to the Transaction Support Agreement, dated as of November 10, 2025, by and between the Company and Tether, as amended. As consideration for the Company’s acquisition of these Northern Data shares from Tether, the Company issued a pre-funded warrant to Tether in accordance with the terms of the Transaction Support Agreement, entitling Tether to purchase up to 16,744,307 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) (representing the offer ratio of 2.0281 shares of Class A common stock for each Northern Data share delivered), at an exercise price of $0.0001 per share (the “Pre-Funded Warrant”). As a result of the purchase, the Company has increased its ownership in Northern Data from approximately 85.2% to approximately 98%. The Company intends to commence squeeze-out proceedings under the German Stock Corporation Act to acquire the remaining approximately 2% of Northern Data’s outstanding shares, which, upon completion, will bring the Company’s ownership percentage to 100%.
The foregoing description of the Pre-Funded Warrant does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Pre-Funded Warrant, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2026 and incorporated herein by reference.
The Pre-Funded Warrant was issued in a private placement without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or Rule 506(b) of Regulation D promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of Class A Common Stock or any other securities of the Company or Northern Data.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2026). | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURE
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: October 2, 2026 | By: | /s/ Maurice F. Edelson |
| Name: | Maurice F. Edelson | |
| Title: | General Counsel and Corporate Secretary | |
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