RUM Group Inc.

1. Overview and Basis of Presentation

Nature of Operations

RUM Group Inc. (formerly known as Rumble Inc., “RUM” or the “Company”) is a holding company that operates an online video platform and a cloud and AI infrastructure business. The Company’s video platform enables creators to manage, distribute, and monetize their content by connecting them with brands, publishers, and directly to their subscribers and followers. The Company’s cloud and AI infrastructure business provides compute, data center capacity, and related blockchain infrastructure services. The Company’s registered office is located at 444 Gulf of Mexico Drive, Longboat Key, Florida, 34228. The Company’s shares of Class A Common Stock and warrants are traded on The Nasdaq Global Market (“Nasdaq”) under the symbol “RUM” and “RUMBW”, respectively.

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements (the “financial statements”) are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the results of the Company and its wholly-owned subsidiaries. Any reference in these notes to applicable guidance is meant to refer to the authoritative guidance found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”). All intercompany balances and transactions have been eliminated upon consolidation.

These financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2025 (the “Annual Financial Statements”). These financial statements have been prepared using the same accounting policies that were described in Note 2, Summary of Significant Accounting Policies, to the Annual Financial Statements.

Basis of Consolidation

The financial statements include the accounts of the Company and all subsidiaries. Subsidiaries are entities in which the Company has a controlling voting interest or is the primary beneficiary of a variable interest entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases. The financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating intercompany balances and transactions.

1. Overview and Basis of Presentation (Continued)

Basis of Consolidation (Continued)

1. Overview and Basis of Presentation (Continued)

Use of Estimates

The preparation of these financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates the estimates used, which include but are not limited to: allowance for credit losses; valuation of share-based compensation awards; estimates in the determination of the fair value of consideration transferred in connection with acquisitions; fair value of financial instruments including warrant liability, digital assets, contingent consideration, and derivative; discount rate in determining lease liabilities; valuation of long-lived assets and their associated useful lives, valuation of goodwill; the realization of tax assets, estimates of tax liabilities, and valuation of deferred taxes; and estimates in the determination of the fair value of non-cash consideration earned in trade and barter transactions. These estimates, judgments, and assumptions are reviewed periodically and the impact of any revisions are reflected in the financial statements in the period in which such revisions are made. Actual results could differ materially from those estimates, judgments, or assumptions, and such differences could be material to the Company’s consolidated financial position and results of operations.

Currency Translation

Transactions in foreign currency

Transactions made in a currency other than the functional currency are remeasured to the functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are remeasured at historical rates. Foreign currency translation gains and losses are included in other income (expense) in the condensed consolidated interim statements of operations.

Translation to reporting currency

Translation gains and losses from the application of the U.S. dollar as the reporting currency, if any, are included as part of cumulative currency translation adjustment, which is reported as a component of shareholders’ equity under accumulated other comprehensive income.

2. Summary of Significant Accounting Policies

Revenue Recognition

On June 17, 2026, the Company acquired approximately 85% of the outstanding common shares of Northern Data AG (“NDAG”), which derives revenues primarily from the following sources:

Cloud computing

Cloud computing, reserved capacity – The Company provides dedicated computing capacity for its customers’ exclusive use throughout the contractual term. The ability to provide continuous access to dedicated capacity represents a series of distinct services that are substantially the same and have the same pattern of transfer to the customers. The customers simultaneously receives and consume the benefits of the service as it is provided and, accordingly, the performance obligation is satisfied over time. Revenue is recognized on a straight-line basis over the contract term, reflecting the continuous transfer of the stand-ready service. Customers are invoiced monthly with payment terms of 10 to 20 days.

Cloud computing, on-demand capacity – The Company provides GPU computing resources on demand at contractual rates based on actual usage. Customers simultaneously receive and consume the benefits of the computing services as they are delivered and, accordingly, the performance obligation is satisfied over time. The Company applies the right-to-invoice practical expedient and recognizes revenue in the amount to which it has a right to invoice, as that amount corresponds directly with the value transferred to the customers. Customers are invoiced monthly with payment terms of 10 to 20 days.

Deferred revenue

Deferred revenue is recognized when a customer makes a payment or the payment becomes due before the Company transfers the respective goods or services to the customer and the Company has an unconditional right to receive specified consideration before transferring the goods or service to the customer.

Contract assets

Contract assets are recognized when revenue is recognized before the Company has an unconditional right to invoice the customer and are measured at the amount of consideration expected to be received, subject to any applicable constraint on variable consideration. When the Company’s right to consideration becomes unconditional, the related contract asset would be reclassified to accounts receivable. Contract assets are assessed for impairment in accordance with the Company’s credit loss policy, and any impairment losses are recognized in earnings.

2. Summary of Significant Accounting Policies (Continued)

Property and Equipment

The Company acquired additional depreciable classes of property and equipment during the three and six months ended June 30, 2026:

Advance payments for the acquisition, construction, or installation of property and equipment are recorded within property and equipment when the Company has made payment for assets or construction activities that are expected to result in future long-lived assets. Such amounts are classified as advance payments for property and equipment or assets under construction until the related assets are received, constructed, installed, and available for their intended use.

Assets under construction include costs directly attributable to the acquisition, construction, installation, and testing of property and equipment, including equipment costs, vendor payments, construction costs, freight, duties, installation costs, and professional fees. Assets under construction, including advance payments recorded within property and equipment, are not depreciated until the related asset are placed in service and available, at which time the costs are transferred to the appropriate property and equipment category and depreciated over the estimated useful life of the related assets. These amounts are reviewed for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable.

Business Combination

The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs.

The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred.

Investments

The Company accounts for investment in which it has significant influence using the equity method. Significant influence is the ability to affect an investee’s operating and financial policies. In assessing whether significant influence exists, the Company considers its ability to participate in relevant decision-making processes, taking into account governance rights, representation in decision-making bodies, contractual arrangements, and other relevant facts and circumstances. Equity method investments are initially recognized at cost and subsequently adjusted for the Company’s share of the investee’s profit or loss and other comprehensive income. Dividends received reduce the carrying amount of the investment.

The Company accounts for its investment in non-marketable equity securities, over which it does not have control or significant influence, using the measurement alternative. The investment was initially measured at fair value on the acquisition date and is subsequently carried at cost, adjusted for impairments and observable price changes in orderly transactions for the identical or similar securities.

2. Summary of Significant Accounting Policies (Continued)

New Standards or Amendments Not Yet Effective

The following amendments to existing standards have been issued up to and including the date of issuance of these financial statements, however are not yet effective for the Company:

The Company is still evaluating the potential impact of implementing the above amendments to its consolidated financial statements.

3. Business Combinations

On June 17, 2026, the Company acquired approximately 85% of the outstanding common shares of NDAG, a leading provider of AI and high-performance computing infrastructure (“ND Business Combination”). The primary reason for the acquisition is to obtain large-scale AI compute infrastructure, GPU capacity, data center assets and power resources that accelerate the growth of our cloud business. The goodwill that arises in the acquisition, which is not deductible for tax purposes, is primarily attributed to the expected synergies from combining Rumble’s cloud platform and technology ecosystem with NDAG’s AI infrastructure assets, as well as expected future growth opportunities. Acquisition-related transaction costs of $28,314,638 and $33,161,645 incurred in connection with this transaction during the three and six months ended June 30, 2026, respectively, are included in the condensed consolidated interim statements of operations. On June 3, 2026, Company exercised its option to draw $36,242,538 under this arrangement in exchange for 4,599,365 pre-funded warrants. The partial exercise settled on June 17, 2026, concurrent with the closing of the business combination. As of June 30, 2026 the derivative asset associated with the funding arrangement is included within other non-current assets on the Company’s condensed consolidated interim balance sheet.

In connection with the acquisition, the Company entered into a funding arrangement with Tether under which the Company can draw up to $200 million under certain situations related to the VAT matter described in Note 19. The funding arrangement can be settled, at the Company’s option, by either issuing shares of Class A Common Stock at $7.88, pre-funded warrants exercisable for $0.0001 at $7.8799 or a convertible loan payable on the same terms as the convertible loan payable described in Note 14. The Company has determined that the funding arrangement is a derivative that is not classified in equity, and as a result it has been recognized in changes in fair value of derivative in the condensed consolidated interim statement of operations. On June 17, 2026, Company utilized $36,242,538 of this arrangement and issued 4,599,365 pre-funded warrants.

The identification and measurement of the consideration transferred, identifiable assets acquired, liabilities assumed and non-controlling interest is provisional and subject to changes during the measurement period, not to exceed one year from the acquisition date, as additional information related to the facts and circumstances that existed at the acquisition date becomes available. The table below summarizes the provisional fair value of consideration transferred, net assets acquired, non-controlling interest, and resulting goodwill.

3. Business Combinations (Continued)

Consideration

The consideration transferred in the acquisition of NDAG consisted of shares of the Company’s Class A Common Stock, pre-funded warrants exercisable for shares of the Company’s Class A Common Stock, and a euro-denominated note payable issued to Tether Investments, S.A. De C.V. (“Tether”) in connection with the assignment of an existing shareholder loan owed by NDAG to Tether (“Shareholder Loan”).

(i) Rumble Class A Common Stock

The equity consideration to former NDAG shareholders who validly tendered their shares pursuant to the voluntary public exchange offer commenced by the Company as part of the ND Business Combination was based on an exchange ratio of 2.0281 shares of the Company’s Class A Common Stock for each NDAG share validly tendered; and the equity consideration to former NDAG shareholders who sold their NDAG shares to the Company in the concurrent private transaction pursuant to certain transaction support agreements was based on the same ratio, with a portion placed in escrow in accordance with such transaction support agreements.

(ii) Pre-funded warrants

The Company issued pre-funded warrants to Tether, a former NDAG shareholder pursuant to a transaction support agreement with, in lieu of shares of the Company’s Class A Common Stock to the extent such issuance of the Company’s Class A Common Stock to Tether would result in the voting power of Tether and its affiliates in the Company to exceed 9.90% of the outstanding voting power of the capital stock of the Company.

(iii) Issuance of note payable

The note payable was measured at fair value as part of the consideration transferred. The note contains an embedded derivatives that was separately recognized as a derivative liability. See Note 14 for further details.

3. Business Combinations (Continued)

Non-Controlling Interest

The non-controlling interest is comprised of the following components:

(i) Common shares

At June 17, 2026,9,519,223 common shares were not tendered. The fair value was determined using the NDAG closing share price on the exchange date, which was €8.02 ($9.29).

(ii) Vested and unvested options

Under the NDAG stock option plan, for options that were granted prior to a change in control, the holder may elect to exercise their vested options and receive shares in NDAG or to elect a cash alternative. The cash alternative is based on the difference between the strike price of the option and the unweighted arithmetic mean of NDAG’s stock price for the last ten days prior to the change in control. Based on the strike prices of the options, which range from €14.12 to €58.54, the cash alternative would result in $nil payment to the option holders. As a result, the stock option plan has been determined to be equity classified.

The fair value of vested and unvested options was determined using the Black Scholes model with the following inputs:

(iii) Unvested options

The unvested stock options include both service and performance conditions. The service condition is generally 3 years, and the performance condition requires NDAG to achieve a revenue target of 25% compound annual growth rate (“CAGR”). The CAGR is calculated and assessed over the reference period which varies and is outlined in the grant. The total fair value of unvested options at the acquisition date, net of those that are not probable of vesting, is $4,037,426, of which $1,151,701 relates to past service and is included in non-controlling interest. $2,885,725 will be recognized as compensation expense over 0.40 to 2.15 years. During the three and six months ended June 30, 2026, the Company recognized $322,025 in stock-based compensation related to NDAG’s stock option plan, with a corresponding increase in non-controlling interest.

Proforma Results

The following unaudited pro-forma condensed consolidated interim statement of operations for the six months ended June 30, 2026, has been prepared as if the acquisition had occurred on January 1. The below does not include any pro-forma adjustments other than adding in the actual results of NDAG from January 1, 2026 to June 17, 2026.

From the date of acquisition on June 17, 2026, NDAG contributed $10,092,593 of revenue and $11,968,936 of loss before income taxes. If the acquisition had taken place at the beginning of the fiscal year, NDAG would have contributed approximately $168,244,631 of revenue and $(545,037,732) of loss before income taxes.

4. Revenue from Contracts with Customers

The following table presents revenues disaggregated by type:

The Company recognizes revenue either at a point in time or over time, depending upon the characteristics of the contract.

Deferred Revenue

Deferred revenue recorded at June 30, 2026 is expected to be fully recognized by June 30, 2027. The deferred revenue balance was $31,266,216 and $16,105,587 as of June 30, 2026 and December 31, 2025, respectively.

5. Cash and Cash Equivalents

Cash and cash equivalents consist of the following:

As of June 30, 2026 and December 31, 2025, the Company entered into a guarantee/ standby letter of credit in the amount of $1,362,500 which will be used towards the issuance of credit for running the day-to-day business operations.

6. Prepaid expenses and other

Prepaid expenses and other consist of the following:

7. Investments

As part of the acquisition of NDAG (see Note 3), the Company acquired certain equity instruments. The following table presents a summary of the classification of these investments.

The following table summarizes the activity in the Company’s investment:

8. Digital Assets

The Company’s digital assets holdings consist of the following:

The following table presents a reconciliation of the Company’s digital asset holdings:

9. Property and Equipment

Depreciation expense on property and equipment for the three months ended June 30, 2026 and 2025 were $9,699,781 and $1,420,064, respectively. Depreciation expense on property and equipment for the six months ended June 30, 2026 and 2025 were $11,428,319 and $2,584,287, respectively.

10. Right-of-Use Assets and Lease Liabilities

The Company leases several facilities, data centers and equipment under non-cancelable operating leases. These leases have original lease periods expiring between 2026 and 2030. The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.

Operating lease costs for the three months ended June 30, 2026 and 2025 was $2,021,407 and $308,999, respectively. Operating lease costs for the six months ended June 30, 2026 and 2025 was $2,407,713 and $549,603, respectively. These costs are included in general and administrative expenses in the condensed consolidated interim statements of operations.

Supplemental balance sheet information related to the operating lease liabilities is as follows:

The following shows the future minimum lease payments for the remaining years under the lease arrangement as of June 30, 2026:

11. Intangible Assets

The customer contract and customer relationships were acquired in the acquisition (see Note 3) and are being amortized over a weighted average life of 4.26 years.

Amortization expense related to intangible assets was $6,575,519 and $2,182,096 for the three months ended June 30, 2026 and 2025, respectively. Amortization expense related to intangible assets was $8,824,851 and $4,310,582 for the six months ended June 30, 2026 and 2025, respectively.

For intangible assets held as of June 30, 2026, future amortization expense is as follows:

12. Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. The following table summarizes the changes in the carrying amount of goodwill:

The following table summarizes the changes in the carrying amount of goodwill:

13. Accounts Payable and Accrued Liabilities

The Company’s accounts payable and accrued liabilities consist of the following:

14. Convertible Note Payable

In connection with the acquisition of NDAG (see Note 3), Rumble Freedom First Holding Designated Activity Company, a newly formed Irish private limited company and indirect wholly-owned subsidiary of the Company issued a euro-denominated note payable to Tether. The principal amount on the note is €317,533,401.

The note matures on June 18, 2031. The note bears interest at EURIBOR plus 3.0%, payable quarterly on each March 31, June 30, September 30, and December 31. The Company may prepay the note, in whole or in part, at any time without penalty. If the note is not repaid when due, additional default interest of 4.0% above the base interest rate will accrue on the overdue amount.

Up to 5 business days before June 18, 2027 (the “Exchange Option Date”), Tether may deliver a notice of exercise to the Company to exchange the entire outstanding principal and accrued interest of the note into shares of the Company’s Class A Common Stock (or pre-funded warrants) on the Exchange Option Date, after which such option will expire if not exercised. The number of shares issuable upon conversion is determined by dividing the outstanding note amount by the greater of the 10-day volume-weighted average trading price of the Company’s Class A Common Stock and $7.88 per share, subject to customary anti-dilution adjustments. The conversion price is translated into euros using the European Central Bank exchange rate on the conversion date. As a result, the number of shares into which the note may be converted is variable. As of June 30, 2026, the estimated number of shares the note can be converted into is 45,913,395.

The Company determined that the conversion option is an embedded derivative that is required to be separated from the debt host. The derivative is measured at fair value at issuance and remeasured at fair value at each reporting date, with changes recognized in changes in fair value of derivative on the condensed consolidated interim statements of operations. The debt host is accounted for at amortized cost using the effective interest method. The effective interest rate on the debt host was estimated to be approximately 5.92%.

The fair value of note payable is estimated using the binomial lattice methodology based on a modified Cox-Ross-Rubenstein approach that incorporates the following inputs as of June 17, 2026:

The following table presents the fair value of the convertible notes payable as of June 17, 2026:

The following table presents a reconciliation of the Company’s convertible notes payable:

15. Income Taxes

The Company considers its annual effective tax rate at the end of each quarter, reflecting estimates of annual pre-tax income (loss), the geographic mix of pre-tax income (loss), interpretations of applicable tax laws and the potential outcomes of audits. The Company’s quarterly estimate has predominantly included U.S. and Canada jurisdictions, with expected ordinary losses for the fiscal year.

The acquisition of NDAG resulted in an expansion of tax jurisdictions for the Company, inclusive of Germany, Great Britain, Ireland, Netherlands, Norway, Portugal, Sweden and others. The income tax expense (recovery) for the period includes the expected tax expense at the effective rate of certain jurisdictions in which ordinary losses are not expected and in which estimates of ordinary income are available.

The tax expense (recovery) is inclusive of the reversal of certain temporary differences acquired as a result of the acquisition of NDAG, as further described in Note 3. In connection with this acquisition, deferred tax liabilities of $57,259,196 were recorded on the excess of book basis over tax basis of the acquired assets, along with deferred tax assets of $31,953,897 in respect of restricted interest, net operating loss carryforwards, and other tax attributes. A valuation allowance of $82,587,457 was recorded in the preliminary purchase price allocation in respect of certain tax attributes which, as of the acquisition date, are not considered more likely than not to be realized.

The net deferred tax liabilities, assets and valuation allowance are based upon certain assumptions underlying our preliminary purchase price allocation and, upon finalization of the purchase price allocation, additional adjustments to the amount of our net deferred taxes may be required.

16. Shareholders’ Equity

The Company is authorized to issue 1,700,000,000 shares, consisting of:

The following shares of common stock are issued and outstanding at:

Former holders of Legacy Rumble’s (as defined below) common shares are eligible to receive up to an aggregate of 105,000,000 additional shares of the Company’s Class A Common Stock, of which 76,412,604 shares are currently held in escrow and 28,587,396 shares will become issuable under options when the contingency is met. Similarly, the Sponsor’s common shares are eligible to receive up to an aggregate of 1,963,750 additional shares of the Company’s Class A Common Stock and will be issued when the contingency is met. The holders are eligible to the shares if the closing price of the Company’s Class A Common Stock is greater than or equal to $15.00 and $17.50, respectively (with 50% released at each target, or if the latter target is reached first,100%) for a period of 20 trading days during any 30 trading-day period. The term will expire on September 16, 2027. If there is a change in control prior to September 16, 2027 resulting in a per share price equal to or in excess of the $15.00 and $17.50 share price milestones not previously met, then the Company shall issue the earnout shares to the holders.

Pre-Funded Warrants Issued as Part of NDAG Acquisition

In connection with the acquisition of NDAG (see Note 3), the Company issued pre-funded warrants to Tether, entitling Tether to purchase up to a total of 98,264,309 shares of the Company’s Class A Common Stock, which are exercisable immediately at a nominal exercise amount. As the pre-funded warrants are indexed to the Company’s common stock (and otherwise meet the requirements to be classified in equity), the Company recognized the fair value upon issuance as additional paid-in capital on the Company’s condensed consolidated interim balance sheet.

17. Share-Based Compensation Expense

The Company’s stock award plans consist of:

Rumble Inc. Amended and Restated Stock Option Plan

The Company maintains a long-term incentive plan, the Rumble Inc. Amended and Restated Stock Option Plan (the “Stock Option Plan”). The Stock Option Plan governs the terms and conditions of the outstanding awards previously granted under the Stock Option Plan, as well as all options to purchase Legacy Rumble Class A common shares or Legacy Rumble Class B common shares which were converted into options to purchase shares of the Company’s Class A Common Stock in connection with the business combination (the “Business Combination”) contemplated by that certain business combination agreement, dated December 1, 2021, by and between CF Acquisition Corp. VI, a Delaware corporation, and Rumble Inc., a corporation formed under the laws of the Province of Ontario Canada (“Legacy Rumble”).

Rumble Inc. 2022 Stock Incentive Plan

The Rumble Inc. 2022 Stock Incentive Plan (the “Stock Incentive Plan”) was approved by the board of directors and the stockholders of the Company, and became effective on September 16, 2022. The Company initially reserved 27,121,733 shares of Common Stock for issuance under the Stock Incentive Plan, subject to a ten-year evergreen feature.

Rumble Inc. 2024 Employee Stock Purchase Plan

The Rumble Inc. 2024 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) was approved by the board of directors and the stockholders of the Company, and became effective on March 26, 2024. The Company initially reserved 1,500,000 shares of Common Stock for issuance under the Employee Stock Purchase Plan.

Share-based compensation expenses are summarized as follows:

Restricted Stock Units

The following table reflects the continuity of unvested restricted stock units (“RSUs”) transactions:

As of June 30, 2026, the Company has determined that it is not probable that the conditions related to the performance-based restricted stock units will be met, and therefore, the Company has not recognized the related expense in the condensed consolidated interim financial statements.

The following table reflects additional information related to RSUs activity:

Stock Options

The fair value of the stock options was determined using either a Black-Scholes option pricing model or a Monte Carlo simulation methodology that included simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The following table reflects the assumptions made:

The following table reflects the continuity of stock option transactions:

During the six months ended June 30, 2026 and 2025, the Company recorded incremental share-based compensation expense of $nil and $2,805,952, respectively, related to the modification of stock option awards of an officer who experienced changes in employment, which accelerated the vesting of all unvested options and extended the post-termination exercise period.

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A Common Stock for those stock options that had exercise prices lower than the fair value of the Company’s Class A Common Stock. As of June 30, 2026, the aggregate intrinsic value of options outstanding was $228,373,932 and the aggregate intrinsic value of the options vested and exercisable was $219,925,054.

The following table reflects additional information related to options activity:

Employee Stock Purchase Plan

The Employee Stock Purchase Plan allows eligible employees to purchase shares of the Company’s Class A Common Stock at a discount through payroll deductions of up to 15%, subject to any plan limitations. The Employee Stock Purchase Plan provides for six-month offering periods. The offering periods are scheduled to start on the first trading day on or after January 1 and July 1, and ending on the last trading day on or before June 30 and December 31, respectively. Employees are able to purchase shares at 90% of the lower of the fair market value of the Company’s Class A Common Stock on the first trading day of the offering period or the last trading day of the purchase period.

Employee Stock Purchase Plan (Continued)

The fair value of the Employee Stock Purchase Plan was determined using Black-Scholes option pricing model. The following table reflects the assumptions made:

The following table reflects additional information related to options:

Pre-Funded Warrants Issued in Connection with Service Agreement

The Company issued pre-funded warrants in connection with a service agreement. The pre-funded warrants are exercisable for shares of the Company’s Class A Common Stock at a nominal exercise price and vests in equal quarterly installments over a three-year period, subject to continued performance of services.

The following table reflects additional information related to the pre-funded warrants:

18. Loss per Share

When taken together, an ExchangeCo Share and a share of the Company’s Class C Common Stock, as well as equity-classified pre-funded warrants with a nominal exercise price and that are exercisable, are economically similar to a share of the Company’s Class A Common Stock. As a result, the Company computed basic loss per share by dividing net loss attributable to the Company by the weighted-average number of the Company’s Class A Common Stock, ExchangeCo Shares, and pre-funded warrants issued and outstanding, excluding those held in escrow as these are contingently issuable shares and have been excluded from the calculation during the three and six months ended June 30, 2026, and 2025. Shares of the Company’s Class D Common Stock do not share in earnings and are not participating securities (i.e., non-economic shares) and therefore, have been excluded from the calculation of weighted-average number of shares outstanding.

Diluted loss per share is computed giving effect to all potentially dilutive shares. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive.

19. Commitments and Contingencies

The Company has non-cancelable contractual commitments of approximately $253 million as of June 30, 2026, which are primarily related to programming and content, leases, capital expenditures and other data center–related costs, and other service arrangements. The majority of these commitments will be paid over five years, commencing in 2026.

Legal Proceedings

In the normal course of business, to facilitate transactions in services and products, the Company indemnifies certain parties. The Company has agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. Several of these agreements limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and its bylaws contain similar indemnification obligations to its agents.

Furthermore, many of the Company’s agreements with its customers and partners require the Company to indemnify them for certain intellectual property infringement claims against them, which would increase costs as a result of defending such claims, and may require that we pay significant damages if there were an adverse ruling in any such claims. Customers and partners may discontinue the use of the Company’s services and technologies as a result of injunctions or otherwise, which could result in loss of revenues and adversely impact the business.

It is not possible to make a reasonable estimate of the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. As of June 30, 2026, there wereno material indemnification claims that were probable or reasonably possible.

In September 2025, Decentric Europe B.V., a wholly owned subsidiary of Northern Data (“Decentric”), received a proposed decision from the Swedish Tax Agency (“STA”) concerning the deduction of input VAT claimed for the period January 2021 to June 2024. In the proposed decision, the STA asserted that certain activities performed at the Boden site constituted cryptocurrency mining activities that it considers to be outside the scope of VAT, and therefore proposed to deny the deduction of input VAT previously claimed. The proposed assessment amounted to approximately SEK 300 million (approximately USD 31 million), including any potential penalties and excluding interest.

Northern Data has formally disputed the proposed decision and submitted a comprehensive response to the STA on December 1, 2025, supported by external tax, accounting and legal advisors. Northern Data’s position is that the relevant activities involved the provision of infrastructure and related services to third parties, which Northern Data management considers to constitute taxable supplies under Swedish VAT legislation. Northern Data management also considers that certain conclusions reflected in the proposed decision may have been drawn from incomplete operational data and assumptions that do not fully reflect the underlying commercial arrangements.

19. Commitments and Contingencies (Continued)

On March 30, 2026, the STA issued its final decision to Decentric, claiming a total amount of SEK 335,579,057 (approximately USD 35 million); this amount is divided into VAT (SEK 250 million), surcharge (SEK 50 million), and interest (SEK 35 million). This is the same amount stated in the proposed decision, to which interest of SEK 29,480,221 (approximately USD 3 million) for FY21 and SEK 5,730,112 (approximately USD 1 million) for FY22 were added. Payment of the tax and surcharge was due and was paid on May 12, 2026. In substance, the final decision was in large parts the same as the proposed decision.

In its response on May 13, 2026, the STA stated that it will still consider Decentric’s request for deferral, and hold off on its mandatory reassessment of its final decision if Decentric files an appeal no later than May 19, 2026. Decentric filed an appeal within this deadline. The STA subsequently confirmed that Decentric may supplement its appeal by July 31, 2026. It further confirmed that until then it would hold off on its mandatory reassessment of the final decision. A deferral of payment was received on May 21, 2026 and the previous tax payment is in process of being repaid by the STA.

In March 2026, Hydro66 Svenska AB (“Hydro Svenska”), a wholly-owned indirect subsidiary of Northern Data, received a separate proposed decision covering the period January 2021 to September 2024 concerning the deduction of input VAT. The STA asserts that certain activities constituted cryptocurrency mining activities outside the scope of VAT and that Hydro66 Svenska had not supplied a taxable colocation service but instead a VAT exempt letting of premises. The STA therefore proposed to deny the deduction of input VAT previously claimed. The proposed assessment amounted to approximately SEK 218 million (approximately USD 22 million), including any potential penalties and excluding interest. Hydro66 Svenska’s response to the STA proposed decision was submitted on April 17, 2026. The STA issued a final decision on June 22, 2026. The STA upheld its previous proposed decision. Hydro66 Svenska was to pay SEK 208,828,368 (approximately USD 21 million) by July 27, 2026. This amount is divided into VAT (SEK 165 million), surcharge (SEK 25 million), and interest (SEK 19 million). On July 13, 2026, Hydro66 Svenska filed an appeal and an application for a deferral of payment. The STA granted the payment deferral on July 29, 2026. Hydro66 Svenska is currently in the process of preparing the grounds for appeal.

As to each of the above matters, the Company believes it has meritorious defenses to the claims asserted and intends to defend itself vigorously. However, litigation is inherently unpredictable, and we cannot predict the outcome of these matters. At this time, we cannot reasonably estimate the possible loss or range of loss, if any, and accordingly no liability has been recorded, nor can the Company reliably determine the fair value of any asset or liability that may ultimately arise from these matters under the business combination accounting guidance. Accordingly, no additional liability has been recorded in the condense consolidated interim financial statements.

20. Fair Value Measurements

The following table summarizes the assets and liabilities measured at fair value on a recurring basis:

20. Fair Value Measurements (Continued)

Digital assets

Digital assets arose from our bitcoin investment. Changes in fair value of digital assets reflect gains or losses arising from the remeasurement of our bitcoin investment based on an exchanged quoted price. Refer to Note 8.

Other digital assets include eIOU tokens which were acquired as part of the acquisition of NDAG (Note 3) and are classified within Level 3 of the fair value hierarchy.

Warrant liability

Warrant liability consists of warrants issued by the Company in public offerings, private placements, and forward purchase contracts. As of June 30, 2026 and December 31, 2025, the number of warrants outstanding was 8,046,040 and 8,046,045, respectively, with a weighted-average exercise price of $11.50. The warrants are exercisable and will expire on September 16, 2027, or earlier upon redemption or liquidation. All warrants are publicly traded.

Contingent consideration receivable

The contingent consideration receivable is recognized in connection with the acquisition of NDAG (Note 3) and is classified within Level 3 of the fair value hierarchy. The fair value is estimated using scenario-weighted income approach that reflects four outcome scenarios and incorporates key unobservable inputs including scenario weightings, estimated selling dates, estimated selling prices, forecasted net profits, as well as changes in key market data such as foreign exchange rates, and weighted average cost of capital.

Funding arrangement

The funding arrangement was was entered into in connection with the acquisition (Note 3) and is classified within Level 3 of the fair value hierarchy. The fair value was estimated using a two-step valuation approach consisting of a Monte Carlo Simulation (‘MCS’) analysis and a scenario-based probability-weighted analysis. The key level 3 inputs included expected equity volatility in the MCS analysis, and simulated stock price, the probability and amount of the funding arrangement qualifying for drawdown prior to its expiry on December 17, 2028, in the scenario-based probability-weighted analysis.

Derivative liabilities

The Company determined that the convertible notes payable have embedded derivatives and the liability is measured at fair value on a recurring basis and is classified within Level 3 of the fair value hierarchy. The fair value is estimated using the binomial lattice methodology based on a modified Cox-Ross-Rubenstein approach that incorporates the following inputs as of June 30, 2026:

21. Credit and Concentration Risks

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to the credit risk resulting from the possibility that a customer or counterparty to a financial instrument defaults on their financial obligations or if there is a concentration of transactions carried out with the same counterparty. Financial instruments that potentially subject the Company to concentrations of credit risk include cash, cash equivalents, marketable securities and accounts receivable.

The Company’s cash and cash equivalents are held in reputable banks in its country of domicile and management believes the risk of loss to be remote. We maintain cash balances that exceed the insured limits by the Federal Deposit Insurance Corporation and the Canada Deposit Insurance Corporation.

The Company is exposed to credit risk in the event of default by its customers. Accounts receivables are recorded at the invoiced amount, do not bear interest, and do not require collateral. For the three months ended June 30, 2026, one customer accounted for $6,730,859 or 10% of the Company’s total revenue. For the three months ended June 30, 2025, no one single customer accounted for 10% or more of the Company’s total revenue. As of June 30, 2026, three customers accounted for 51% of the Company’s total accounts receivable. As of December 31, 2025, no single customer represented 10% or more of the Company’s total trade accounts receivable.

22. Related Party Transactions

The Company’s related parties include directors, shareholders and key management.

The Company is party to a secondment arrangement under which certain members of key management personnel are assigned to perform services for a subsidiary. In connection with this arrangement, the Company paid payroll taxes of $128,670 and $131,638 on behalf of these key management personnel during the three months ended June 30, 2026 and 2025, respectively. In connection with this arrangement, the Company paid payroll taxes of $228,497 and $267,647 on behalf of these key management personnel during the six months ended June 30, 2026 and 2025, respectively. These amounts are recoverable from the individuals upon their receipt of a corresponding refund from the applicable tax authority. As of June 30, 2026 and December 31, 2025, accounts receivable from key management personnel were $1,183,176 and $1,630,891, respectively.

The Company entered into an advertising and marketing services agreement with Tether, under which Tether has committed to provide advertising services of $50 million per year over a two-year period commencing February 16, 2026.

Revenue recognized from Tether and its subsidiaries mainly relates to advertising and marketing services provided under this agreement as well as other services provided to Tether and its subsidiaries. The Company recognized revenue of $5,540,632 and $987,500 for the three months ended June 30, 2026 and 2025, respectively. The Company recognized revenue of $6,730,859 and $987,500 for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the Company had accounts receivable from Tether of $5,569,593 and $nil, respectively, and contract assets from Tether of $1,599,518 and $nil, respectively.

On June 18, 2026, the Company issued a euro-denominated note payable to Tether, a related party. The note matures infive years from issuance and bears interest at EURIBOR plus 3.0%. The note includes a holder-conversion option that may be settled in the Company’s Class A Common Stock or pre-funded warrants, which has been accounted for as a bifurcated embedded derivatives and is remeasured at fair value each reporting period. Refer to Note 14 for further details.

22. Related Party Transactions (Continued)

The Company is the licensee under a limited-use license agreement with a significant shareholder under which it is provided, for nil consideration, certain source code that is used in operations.

The Company has a vendor relationship with Cosmic Inc. and Kosmik Development Skopje doo (“Cosmic”) to provide content moderation and software development services. Cosmic is controlled by Mr. Pavlovski and Mr. Milnes, each of whom holds a significant number of shares of the Company’s capital stock. The Company incurred related party expenses for these services of $980,457 and $825,504 during the three months ended June 30, 2026 and 2025, respectively. The Company incurred related party expenses for these services of $1,908,825 and $1,562,034 during the six months ended June 30, 2026 and 2025, respectively. Accounts payable and accrued liabilities for personnel services were $324,420 and $300,694 as of June 30, 2026 and December 31, 2025, respectively.

There were no other related party transactions during these periods.

23. Segment and Geographic Information

As discussed in Note 3, the Company closed the acquisition of NDAG on June 17, 2026. Since the acquisition recently closed, the Company’s chief operating decision maker (“CODM”) is still in the process of determining the information that will be reviewed on a regular basis in order to make resource allocation decisions. As a result, the Company currently operates as a single segment entity. The Company’s CODM is itschief executive officer, who reviews financial information presented on a consolidated basis to make decisions regarding how to allocate resources and assess performance. The CODM assesses performance and decides how to allocate resources based on net loss and is reported on the consolidated statements of operations as consolidated net loss. Net loss is used to monitor budget versus actual results in an effort to refine forecasts, control costs, and pricing strategies. The CODM doesnot evaluate operating segments using asset information.

The following presents selected financial information with respect to the Company’ssingle operating segment:

23. Segment and Geographic Information (Continued)

The following presents revenue by geographic region:

The Company tracks assets by physical location. Long-lived assets consists of property and equipment, net, and right-of-use assets, net, are shown below:

24. Subsequent Events

On June 21, 2026 the Company exercised an option that had been acquired in the acquisition of NDAG (see Note 3) to purchase certain power generators for approximately $26,672,345. Subsequent to period end, the Company completed the purchase and legal title to the generators transferred.

The Company’s management reviewed all material events through August 10, 2026, and there were no material subsequent events other than those disclosed above.