RUM Group Inc.

As described in Item 2.01 of our Current Report on Form 8-K filed with the SEC on June 17, 2026, as consideration for the sales of Northern Data shares by certain sellers under the applicable transaction support agreements descried therein, the Company issued (i) 36,703,354 shares of the Company’s Class A Common Stock to Tether and a pre-funded warrant to Tether exercisable for up to 51,544,399 shares of the Company’s Class A Common Stock, (ii) 1,509,210 shares of the Company’s Class A Common Stock to ART Holding GmbH and its sole owner Aroosh Thillainathan, and (iii) 4,555,921 shares of the Company’s Class A Common Stock to Apeiron Investment Group Ltd., in each case, with a portion of the shares of the Company’s Class A Common Stock being placed in escrow in accordance with the terms of the applicable agreements. On the same date, the Company issued a separate pre-funded warrant to Tether exercisable for up to 4,599,365 shares of the Company’s Class A Common Stock in exchange for a purchase price of $36,242,538 (representing $7.88 per share), pursuant to the Equity Commitment Agreement, dated November 10, 2025, between the Company and Tether, a copy of which was filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on November 11, 2025.

As described in Item 1.01 of our Current Report on Form 8-K filed with the SEC on June 18, 2026, under “Pre-Funded Warrant,” the Company issued another pre-funded warrant to Tether, on June 18, 2026, exercisable for up to 46,719,910 shares of the Company’s Class A Common Stock at an exercise price of $0.0001 per share as consideration for the transfer of 50% of the receivable under the Existing ND Loan.

The shares of the Company’s Class A Common Stock and the pre-funded warrants described herein were issued in private placements 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. The foregoing description of the Pre-Funded Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Form of Pre-Funded Warrant, which is filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on June 17, 2026 and is incorporated by reference herein.

Not applicable.

Not applicable.