UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30,2026
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number:001-40079
RUM GROUP INC.
(Exact name of registrant as specified in its charter)
| Delaware | 80-0984597 |
|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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444 Gulf of Mexico Dr Longboat Key, FL 34228
(Address of Principal Executive Offices, including zip code)
(941) 210-0196
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|
| Class A common stock, par value $0.0001 per share | RUM | The Nasdaq Global Market |
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| Warrants to purchase one share of Class A common stock | RUMBW | The Nasdaq Global Market |
|---|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ Large accelerated filer | ☐ Accelerated filer |
| ☒ Non-accelerated filer | ☐ Smaller reporting company |
| ☒ Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐ No☒
As of August 6, 2026, the registrant had issued and outstanding (i)276,328,597 shares of Class A common stock, par value $0.0001 per share, (ii)123,690,477 shares of Class C common stock, par value $0.0001 per share, and (iii)95,791,120 shares of Class D common stock, par value $0.0001 per share.
RUM GROUP INC.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
| Page |
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| PART 1 - FINANCIAL INFORMATION | 1 | |
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| Item 1. | Unaudited Condensed Consolidated Financial Statements | 1 |
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| Unaudited Condensed Consolidated Statements of Operations | 3 |
| Unaudited Condensed Consolidated Balance Sheets | 5 |
| Unaudited Condensed Consolidated Statements of Shareholder’s Equity | 6 |
| Unaudited Condensed Consolidated Statements of Cash Flows | 9 |
| Notes to Unaudited Condensed Consolidated Financial Statements | 10 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 |
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 48 |
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| Item 4. | Control and Procedures | 49 |
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| PART II - OTHER INFORMATION | 50 | |
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| Item 1A. | Risk Factors | 52 |
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 55 |
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| Item 6. | Exhibits | 56 |
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| SIGNATURES | 57 | |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements regarding, among other things, our plans, strategies and prospects, both business and financial. These statements are based on the beliefs and assumptions of our management. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot provide assurance that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Investors should read statements that contain these words carefully because they discuss future expectations, contain projects of future results of operations or financial condition; or state other “forward-looking” information. Forward-looking statements are based on information available as of the date of this Quarterly Report and may involve significant judgments and assumptions, known and unknown risks and uncertainties and other factors, many of which are outside our control. There may be events in the future that management is not able to predict accurately or over which we have no control. We do not undertake any obligation to update to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable laws. The risk factors and cautionary language contained in this Quarterly Report provide examples of risks, uncertainties, and events that may cause actual results to differ materially from the expectations described in such forward-looking statements, including, among other things:
| ● | our ability to grow and manage future growth profitably over time, maintain relationships with customers, compete within our industry and retain key employees; |
| ● | the possibility that we may be adversely impacted by economic, business, and/or competitive factors; |
| ● | our limited operating history makes it difficult to evaluate our business and prospects; |
| ● | risks relating to our recent business combination (the “ND Business Combination”) with Northern Data AG (“Northern Data”), including with respect to our ability to successfully integrate the operations of Rumble and Northern Data and achieve the anticipated strategic and financial benefits of the transaction; |
| ● | operating costs, customer loss or business disruption being greater than expected in anticipation of, or, if consummated, following, the ND Business Combination; |
| ● | the effects of the combination of Rumble and Northern Data, including the combined company’s future financial position, operating results and strategy; |
| ● | our substantial indebtedness following the ND Business Combination, and additional indebtedness we expect to incur in connection with our AI infrastructure and data center business, could adversely affect our financial condition and limit our operational flexibility; |
| ● | risks that the growth strategy of the combined business may require a significant amount of debt financing, which may be available on unfavorable terms, if at all, and risks relating to the ability of the combined business to service such debt obligations; |
| ● | we may fail to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows; |
| ● | risks related to disruption of management time from ongoing business operations of each of Rumble and Northern Data due to the ND Business Combination; |
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| ● | unanticipated litigation, claims or assessments, as well as the outcome or impact of any current or pending litigation, claims or assessments; |
| ● | potential security violations to the combined company’s, Rumble’s and Northern Data’s information technology systems; |
| ● | changes in legislation or governmental regulations affecting the combined company, Rumble or Northern Data and international, national or local economic, social or political conditions or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws that could adversely affect the combined company, Rumble, Northern Data or their respective clients; |
| ● | our development and construction of new data center facilities involves significant risks, including increasing public and community opposition to data center development and exposure to a highly-evolving regulatory landscape, which could delay, increase the cost of, or prevent the completion of our planned projects and subject us to potential legal liabilities; |
| ● | with respect to our video business, we may not grow or maintain our active user base, and may not be able to achieve or maintain profitability; |
| ● | risks relating to our ability to attract new advertisers, or the potential loss of existing advertisers or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets; |
| ● | our cloud business may not achieve the intended results, which could adversely affect our financial condition and results of operations; |
| ● | negative media campaigns may adversely impact our financial performance, results of operations, and relationships with our business partners, including content creators and advertisers; |
| ● | spam activities, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators; |
| ● | the operation of our non-custodial crypto wallet exposes us to significant regulatory, operational, security, and market risks that could adversely affect our business, financial condition, results of operations, and reputation; |
| ● | we collect, store, and process large amounts of user video content and personal information of our users and subscribers. If our security measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face governmental investigations and legal claims from users and subscribers; |
| ● | our Bitcoin treasury strategy exposes us to various risks associated with holding bitcoin; |
| ● | we may fail to comply with applicable privacy laws, subjecting us to liability and damages; |
| ● | our cloud services business operates in a highly regulated environment, subject to a complex and rapidly evolving array of domestic and international laws, regulations, and industry standards governing data privacy, cybersecurity, data localization, cross-border data transfers, and emerging technologies such as artificial intelligence; |
| ● | we are subject to cybersecurity risks and interruptions or failures in our information technology systems and as we grow and gain recognition, we will likely need to expend additional resources to enhance our protection from such risks. Notwithstanding our efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss; |
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| ● | we may be found to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations; |
| ● | we may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of Section 230 of the Communications Decency Act of 1996 (“Section 230”); |
| ● | user-generated content could affect the quality of our services and deter existing or potential users from using our platforms, and we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violates any law; |
| ● | paid endorsements by our content creators may expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely affect our business, financial condition and results of operations; |
| ● | our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control; |
| ● | our video business depends on continued and unimpeded access to our content and services on the internet. If we or those who engage with our content experience disruptions in internet service, or if internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers; |
| ● | we face significant market competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could be harmed; |
| ● | we rely on data from third parties to calculate certain of our performance metrics. Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business; |
| ● | changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue; |
| ● | failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets would adversely affect our business; |
| ● | we depend on third-party vendors, including internet service providers, advertising networks, and data centers, to provide core services; |
| ● | hosting and delivery costs may increase unexpectedly; |
| ● | we have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity; |
| ● | we may be unable to develop or maintain effective internal controls; |
| ● | changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new tax legislation, or exposure to additional tax liabilities may adversely impact our financial results; |
| ● | compliance obligations imposed by new privacy laws, laws regulating online video sharing platforms, other online platforms, and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business; and |
| ● | other risks and uncertainties indicated in this Quarterly Report and in other filings that we have made or will make with the Securities and Exchange Commission (the “SEC”), including the risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and the risk factors related to Northern Data and its business and the business of the combined company as described under the caption “Risk Factors” in our Registration Statement on Form S-4 filed with the SEC on April 13, 2026 in connection with the ND Business Combination. |
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