RUM Group Inc.

On December 20, 2024, the Company announced that it had entered into a definitive agreement (the “Transaction Agreement”) for a strategic investment of $775 million (the “Transaction”) from Tether Investments Limited (n/k/a Tether Investments S.A. de C.V.) (“Tether”) in exchange for 103,333,333 shares of Class A Common Stock. The Class A Common Stock has a par value of $0.0001 per share. The purchase price of the Class A Common Stock in the Transaction was $7.50 per share.

The Transaction Agreement requires the Company to commence a tender offer to purchase up to 70,000,000 shares of the Company’s Class A Common Stock using proceeds from the Transaction, which the Company did subsequent to year end. See Note 21 for further details.

As contemplated by the Transaction Agreement, the Company executed support agreements with certain members of key management to provide a backstop to the anticipated tender offer and ensure 70,000,000 shares would be tendered and available for repurchase when the Transaction closes.

Under the Transaction Agreement, there is the possibility that the Company issues either 103,333,333 shares of Class A Common Stock in one or two closings, or issues 66,666,667 shares of Class A Common Stock in one closing if the tender offer is not successfully consummated by April 30, 2025.

The Company is accounting for the Transaction and support agreement as one unit of account which meets the definition of a derivative. As a result, the Company initially recorded a gain upon recognition of a derivative asset of $9,200,000 and subsequently recorded the derivative at fair value resulting in a liability of $184,699,998 at December 31, 2024 and a change in fair value of the derivative of $184,699,998 during the year ended December 31, 2024. See Note 17 for further details.

As of December 31, 2024, the Transaction had not been funded. The Transaction was completed on February 7, 2025. See Note 21 for further details.