RUM expects Northern Data stake to reach 98%, plans squeeze-out

RUM Group Inc. (Nasdaq: RUM) expects to acquire additional Northern Data AG shares from Tether under its November 10, 2025 Transaction Support Agreement, lifting its ownership from 85.2% to approximately 98% on or about September 30. RUM also delivered notice that it intends to commence squeeze-out proceedings under the German Stock Corporation Act for the remaining approximately 2%, a step that would bring ownership to 100% if completed.

Tether exchange under the TSA

The expected exchange would consolidate RUM's ownership of Northern Data, which the company describes as a provider of artificial intelligence and high-performance computing infrastructure. The September 10 announcement describes two pending steps: acquiring Tether's additional shares and then pursuing the remaining minority stake through a squeeze-out.

Offer ratio and pre-funded warrants

Under the existing agreement, Tether Investments, S.A. de C.V. agreed to exchange any additional Northern Data shares it acquires at the end of each calendar month. The offer ratio is 2.0281 shares of RUM Class A common stock, or pre-funded warrants in their place, for each Northern Data share delivered.

Tether's September share agreement

Tether reported on September 2 that it had agreed to acquire 8,256,155 Northern Data shares. RUM said it understands those purchases are expected to settle in time for an exchange against newly issued pre-funded warrants on or about September 30. That timing remains an expectation rather than a completed transfer.

Intended German squeeze-out for remaining ~2%

RUM said it will submit a formal squeeze-out request to Northern Data after acquiring the additional shares from Tether. The company cautioned that the squeeze-out price may differ from Northern Data's market price and prices paid in bilateral trades, including Tether's purchases. Its notice is not evidence that the squeeze-out has been completed.

Company context and prior GPU agreement

RUM describes itself as an AI infrastructure and video company, with Quake AI providing AI compute as a service and data centers, and Rumble operating in video. The release also follows a previously announced $13.7 billion GPU services agreement with an unaffiliated U.S.-based third-party cloud customer for the company's Maysville, Georgia site.