RUM 8-K/A
RUM Group Inc. (RUM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
(Address of principal executive offices, including zip code)
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area code: (
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Global Market | ||||
| The Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
EXPLANATORY NOTE
In the Original Form 8-K, the Company stated its intention to file the consolidated financial statements of Northern Data and the pro forma financial information of the Company required by parts (a) and (b) of Item 9.01 of Form 8-K not later than 71 calendar days after the date that Item 2.01 of the Original Form 8-K was required to be filed with the SEC. This Current Report on Form 8-K/A (this “Amendment No. 1”) amends and supplements the Original Form 8-K to include the required financial information, which is filed as exhibits hereto and incorporated herein by reference.
1
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial statements of business acquired. |
The audited consolidated financial statements of Northern Data as of and for the years ended December 31, 2025 and 2024 are incorporated herein by reference to pages F-1 to F-126 of the Registration Statement on Form S-4 filed by the Company with the SEC on April 13, 2026. The unaudited consolidated financial statements of Northern Data as of and for the three months ended March 31, 2026 are attached hereto as Exhibit 99.2 and incorporated herein by reference to this Item 9.01(a).
| (b) | Pro forma financial information. |
The unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025, after giving effect to the Acquisition, and the related notes thereto, are attached hereto as Exhibit 99.1 and incorporated herein by reference to this Item 9.01(b).
The pro forma financial information included in this Amendment No. 1 has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and Northern Data would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the Acquisition.
(c) Exhibits
| Exhibit No. | Description | |
| 23.1 | Consent of Liebhart & Kollegen Wirtschaftsprüfer Steuerberater, independent auditor of Northern Data AG. | |
| 99.1 | Unaudited pro forma condensed combined financial information of RUM Group Inc. as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025, and the related notes thereto. | |
| 99.2 | Unaudited consolidated financial statements of Northern Data as of and for the three months ended March 31, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RUM Group Inc. | ||
| Date: August 28, 2026 | By: | /s/ Michael Masci |
| Name: | Michael Masci | |
| Title: | Chief Financial Officer | |
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITOR
We consent to the inclusion in the Registration Statements on Form S-3 (File Nos. 333-285145, 333-282731 and 333-267936) and the Registration Statements on Form S-8 (File Nos. 333-295027, 333-286109, 333-278693, 333-271272 and 333-268403) of RUM Group Inc. (collectively, the “Registration Statements”) of our report dated April 13, 2026, relating to the audit of the consolidated financial statements of Northern Data AG as of and for the years ended December 31, 2025 and 2024, which are incorporated by reference in this Current Report on Form 8-K/A. We also consent to the reference to our firm under the heading “Experts” in each of the Registration Statements.
/s/ Liebhart & Kollegen
Wirtschaftsprüfer Steuerberater
Liebhart & Kollegen
Wirtschaftsprüfer Steuerberater
Stuttgart
August 28, 2026
Exhibit 99.1
RUM Group Inc.
Pro Forma Consolidated Statements of Operations
For the six months ended June 30, 2026 and year ended December 31, 2025
(Expressed in United States dollars)
(Unaudited)
RUM Group Inc.
Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2026
(Expressed in United States dollars)
| Rumble Canada June 30, 2026 $ | Northern Data AG For the period from January 1 - June 17, 2026 $ | Note 4 | Proforma Adjustments $ | Pro Forma Consolidated $ | ||||||||||||||
| Revenue | 65,826,532 | 102,418,099 | - | 168,244,631 | ||||||||||||||
| Operating expenses | ||||||||||||||||||
| Cost of services / materials | 57,604,250 | 23,585,978 | - | 81,190,228 | ||||||||||||||
| General and administrative | 26,724,111 | 81,185,387 | (a), (b) | (7,317,062 | ) | 100,592,436 | ||||||||||||
| Research and development | 12,535,189 | 1,624,233 | - | 14,159,422 | ||||||||||||||
| Sales and marketing | 18,911,816 | 4,569,801 | - | 23,481,617 | ||||||||||||||
| Acquisition-related transaction costs | 33,161,645 | 33,545,026 | - | 66,706,671 | ||||||||||||||
| Amortization and depreciation | 20,267,766 | 66,638,710 | (c), (d) | 33,084,932 | 119,991,408 | |||||||||||||
| Changes in fair value of digital assets | 6,501,540 | 1,887,980 | - | 8,389,520 | ||||||||||||||
| Total operating expenses | 175,706,317 | 213,037,115 | 25,767,870 | 414,511,302 | ||||||||||||||
| Loss from operations | (109,879,785 | ) | (110,619,016 | ) | (25,767,870 | ) | (246,266,671 | ) | ||||||||||
| Other (income) expense | ||||||||||||||||||
| Interest (income) expense, net | (2,628,065 | ) | 18,929,500 | (e), (f) | (9,939,812 | ) | 6,361,623 | |||||||||||
| Other expense (income) | 4,867,685 | 27,081,377 | (b), (e) | (5,213,816 | ) | 26,735,247 | ||||||||||||
| Change in fair value of contingent consideration | 486,931 | 249,038,947 | - | 249,525,878 | ||||||||||||||
| Changes in fair value of warrant liability | (1,327,928 | ) | - | - | (1,327,928 | ) | ||||||||||||
| Changes in fair value of derivative | (283,991 | ) | - | (e) | 2,127,149 | 1,843,158 | ||||||||||||
| Loss before taxes | (110,994,417 | ) | (405,668,840 | ) | (12,741,391 | ) | (529,404,648 | ) | ||||||||||
| Income tax (benefit) expense | 211,138 | 14,391,879 | (g) | (2,558,897 | ) | 12,044,120 | ||||||||||||
| Net loss | (111,205,555 | ) | (420,060,719 | ) | (10,182,494 | ) | (541,448,768 | ) | ||||||||||
The accompanying notes are an integral part of this unaudited Pro Forma Consolidated Statement of Operations.
1
Rum Group Inc.
Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2025
(Expressed in United States dollars)
| Rumble Inc. December 31, 2025 $ | Northern Data AG December 31, 2025 $ | Note 4 | Transaction Accounting Adjustments $ | Pro Forma Consolidated $ | ||||||||||||||
| Revenue | 100,622,320 | 93,717,365 | - | 194,339,685 | ||||||||||||||
| Operating expenses | ||||||||||||||||||
| Cost of services / materials | 107,383,833 | 43,374,971 | - | 150,758,804 | ||||||||||||||
| General and administrative | 48,738,522 | 149,279,440 | (h), (i) | (12,453,552 | ) | 185,564,410 | ||||||||||||
| Research and development | 18,743,630 | 4,149,624 | - | 22,893,254 | ||||||||||||||
| Sales and marketing | 23,892,235 | 9,918,989 | - | 33,811,224 | ||||||||||||||
| Acquisition-related transaction costs | 13,303,532 | 15,065,543 | (j) | 33,161,645 | 61,530,720 | |||||||||||||
| Impairment | - | 193,368,232 | - | 193,368,232 | ||||||||||||||
| Amortization and depreciation | 14,564,535 | 219,064,689 | (k), (i) | 71,632,959 | 305,262,183 | |||||||||||||
| Changes in fair value of digital assets | 649,638 | 1,884,516 | - | 2,534,154 | ||||||||||||||
| Total operating expenses | 227,275,925 | 636,106,004 | 92,341,052 | 955,722,981 | ||||||||||||||
| Loss from operations | (126,653,605 | ) | (542,388,639 | ) | (92,341,052 | ) | (761,383,296 | ) | ||||||||||
| Other (income) expense | ||||||||||||||||||
| Interest (income) expense, net | (10,419,139 | ) | 36,437,786 | (m), (n) | (18,354,933 | ) | 7,663,714 | |||||||||||
| Other expense (income) | 10,643 | (9,363,807 | ) | (i), (m) | 44,346,885 | 34,993,721 | ||||||||||||
| Changes in fair value of warrant liability | (24,781,974 | ) | - | - | (24,781,974 | ) | ||||||||||||
| Changes in fair value of derivative | (9,700,000 | ) | - | (m) | (4,322,036 | ) | (14,022,036 | ) | ||||||||||
| Share of net result from investments accounted for using the equity method | - | (50,766 | ) | - | (50,766 | ) | ||||||||||||
| Loss before taxes | (81,763,135 | ) | (569,411,852 | ) | (114,010,968 | ) | (765,185,955 | ) | ||||||||||
| Income tax (benefit) expense | 67,228 | (21,866,851 | ) | (o) | (1,177,690 | ) | (22,977,313 | ) | ||||||||||
| Net loss from continuing operations | (81,830,363 | ) | (547,545,001 | ) | (112,833,278 | ) | (742,208,642 | ) | ||||||||||
The accompanying notes are an integral part of this unaudited Pro Forma Consolidated Statement of Operations.
2
RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
| 1. | Basis of presentation |
On June 17, 2026, RUM Group Inc. (“Rumble” or the “Company”) acquired approximately 85% of the outstanding common shares of NDAG AG (“NDAG”), a leading provider of AI and high-performance computing infrastructure (the “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.
The unaudited Pro Forma Consolidated Statements of Operations of Rumble for the six-months ended June 30, 2026 and year ended December 31, 2025 have been prepared in accordance with Article 11 of Regulation S-X, for illustrative purposes only, after giving effect to the Business Combination on the basis of the assumptions and adjustments described in Note 4. This unaudited Pro Forma Consolidated Statement of Operations do not include all of the disclosures required by US GAAP.
The unaudited Pro Forma Consolidated Statement of Operations of the Company have been compiled from:
| (a) | the unaudited Condensed Consolidated Statement of Operations of Rumble for the six-months ended June 30, 2026; and |
| (b) | the unaudited Condensed Consolidated Statement of Operations of NDAG for the period from January 1, 2026 to June 17, 2026 |
| (c) | the audited consolidated financial statements of Rumble for the years ended December 31, 2025 and 2024; and |
| (d) | the audited consolidated financial statements of NDAG for the years ended December 31, 2025 and 2024. |
The unaudited pro forma consolidated statements of operations for the six-months ended June 30, 2026 and year ended December 31, 2025 gives effect to the Business Combination as if it had occurred on January 1, 2025.
A pro forma balance sheet has not been presented since the Business Combination has been reflected in Rumble’s unaudited Condensed Consolidated Balance Sheet as of June 30, 2026.
The pro forma adjustments are preliminary and are subject to further revision as additional information becomes available and additional analyses are performed. The pro forma adjustments have been made solely for the purpose of providing unaudited pro forma consolidated financial information and actual adjustments, when recorded, may differ materially. The unaudited Pro Forma Consolidated Statement of Operations have been prepared for illustrative purposes only and may not be indicative of the operating results or financial condition that would have been achieved if the Business Combination had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position for any future period or as of any future date. In addition to the pro forma adjustments, various other factors will have an effect on the financial condition and results of operations after the completion of the Business Combination.
The actual financial position and results of operations may differ materially from the pro forma amounts reflected herein due to a variety of factors.
The unaudited Pro Forma Consolidated Statements of Operations do not reflect operational and administrative cost savings that may be achieved as a result of the Business Combination.
The unaudited Pro Forma Consolidated Statements of Operations should be read in conjunction with the historical audited consolidated financial statements of Rumble for the years ended December 31, 2025 and 2024 and the unaudited condensed consolidated financial statements of Rumble as of June 30, 2026 and for the six months ended June 30, 2026 and 2025.
| 2. | Significant accounting policies |
The Unaudited Pro Forma Consolidated Statement of Operations have been compiled using the significant accounting policies, as set out in the audited consolidated financial statements of Rumble for the years ended December 31, 2025 and 2024 and the unaudited Condensed Consolidated Statement of Operations of Rumble for the three and six-months ended June 30, 2026.
3
RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
| 3. | Pro forma preliminary purchase price allocation and assumptions |
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”).
| Number of instruments | Fair value per unit | Fair value | ||||||||||
| (i) Class A common stock | 59,346,944 | $ | 7.29 | $ | 432,639,220 | |||||||
| (ii) Pre-funded warrants | 98,264,309 | $ | 7.29 | 716,336,988 | ||||||||
| (iii) Note payable | 366,580,647 | |||||||||||
| Total consideration | $ | 1,515,556,855 | ||||||||||
(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 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 embedded derivatives that were separately recognized as derivative liabilities.
Net Assets Acquired
The table below summarizes the provisional fair value of consideration transferred, net assets acquired, non-controlling interest, and resulting goodwill.
4
RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
| 3. | Pro forma preliminary purchase price allocation and assumptions (continued) |
| Consideration | $ | 1,515,556,856 | ||
| Non-controlling interest | 93,349,709 | |||
| Total consideration | $ | 1,608,906,565 | ||
| Cash | $ | 51,036,334 | ||
| Account receivables and other, net | 52,879,228 | |||
| Contingent consideration receivable | 23,827,868 | |||
| Prepaid expenses and other current assets | 104,616,682 | |||
| Investment | 7,059,450 | |||
| Other non-current assets | 19,265,879 | |||
| Digital assets | 8,548,488 | |||
| Property and equipment | 887,260,497 | |||
| Right-of-use assets | 146,226,827 | |||
| Intangible assets, net | 172,474,080 | |||
| Accounts payable and accrued liabilities | (11,006,831 | ) | ||
| Deferred revenue | (20,508,519 | ) | ||
| Income tax payable | (28,980,271 | ) | ||
| Deferred tax liabilities | (25,305,298 | ) | ||
| Lease liabilities | (144,141,688 | ) | ||
| Other current liabilities | (187,825 | ) | ||
| Other liabilities | (45,661,476 | ) | ||
| Fair value of net identifiable assets acquired | $ | 1,197,403,425 | ||
| Add: Goodwill | 411,503,140 | |||
| Total net assets acquired | $ | 1,608,906,565 |
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.
Non-Controlling Interest
The non-controlling interest is comprised of the following components:
| Number of instruments | Fair value per unit | Fair value | ||||||||||
| (i) Northern Data AG common shares | 9,519,223 | $ | 9.29 | $ | 88,435,357 | |||||||
| (ii) Vested options outstanding at the date of acquisition | 1,085,302 | $ | 0.64 - 4.61 | 3,762,652 | ||||||||
| (ii) Allocation of the fair value of unvested options based on service provided prior to the date of acquisition | 1,179,071 | $ | 1.04 – 4.61 | 1,151,700 | ||||||||
| Total non-controlling interest | $ | 93,349,709 | ||||||||||
| 4. | Pro forma adjustments |
Pro forma adjustments to the Consolidated Statement of Operations for the six-months ended June 30, 2026
The unaudited Pro Forma Consolidated Statement of Operations for the six-months ended June 30, 2026 reflects the following adjustments as if the Business Combination described in Note 3 had occurred on January 1, 2025:
| (a) | To reverse stock-based compensation expense recognized by NDAG, and recognize stock-based compensation expense related to non-controlling interest acquired in the Business Combination. |
| (b) | To adjust lease expense and related foreign exchange for leases assumed in the Business Combination. |
| (c) | To record additional depreciation on property, plant and equipment. |
5
RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
| 4. | Pro forma adjustments (continued) |
The preliminary estimates of fair value and estimated useful lives will likely differ from final amounts the Company will calculate after completing a detailed valuation analysis, and the difference could have a material effect on these unaudited Pro Forma Consolidated Statement of Operations. A 10% change in the valuation of property, plant and equipment would causes a corresponding increase or decrease in the goodwill of $88.7M. A 10% change in the valuation of property, plant and equipment would also cause a change in annual depreciation expense of approximately $11M.
| (d) | To remove amortization of existing intangibles and record amortization of the new intangible assets. |
The preliminary estimates of fair value and estimated useful lives will likely differ from final amounts the Company will calculate after completing a detailed valuation analysis, and the difference could have a material effect on these unaudited Pro Forma Consolidated Statement of Operations. A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the goodwill of $17.2M and annual amortization expense of approximately $4.1M.
| (e) | To remove interest expense related to the existing shareholder loan and record interest expense, foreign exchange and changes in fair value of the embedded derivative on the loan issued in the Business Combination. The interest expense on the new loan is based on the three-month EURIBOR plus 3%. A 1/8 of a percentage point increase or decrease in the benchmark rate would result in a change in annual interest expense of approximately $300,000. |
| (f) | To record interest income on loan receivables recognized at fair value in the Business Combination. |
| (g) | To adjust tax expense related to the above entries. |
All of the above adjustments are expected to recur.
Pro forma adjustments to the Consolidated Statement of Operations for the year ended December 31, 2025
The unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2025 reflects the following adjustments as if the Business Combination described in Note 3 had occurred on January 1, 2025:
| (h) | To reverse stock-based compensation expense recognized by NDAG, and recognize stock-based compensation expense related to non-controlling interest acquired in the Business Combination. |
| (i) | To adjust lease expense and related foreign exchange for leases assumed in the Business Combination. |
| (j) | To record Rumble’s transaction costs related to the Business Combination. |
| (k) | To record additional depreciation on property, plant and equipment. |
| (l) | To remove amortization of existing intangibles and record amortization of the new intangible assets. |
| (m) | To remove interest expense related to the existing shareholder loan and record interest expense, foreign exchange and changes in fair value of the embedded derivative on the loan issued in the Business Combination. The interest expense on the new loan is based on the three-month EURIBOR plus 3%. |
| (n) | To record interest income on loan receivables recognized at fair value in the Business Combination. |
| (o) | To adjust tax expense related to the above entries. |
All of the above adjustments are expected to recur except for adjustment (j).
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RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
| 5. | Adjustments to the historical information of Northern Data AG |
The historical financial information of NDAG was prepared in accordance with International Financial Reporting Standards (“IFRS”) and presented in Euros (“EUR”).
With the exception of equity, the historical financial information was translated from EUR to USD using the following historical exchange rates:
| Exchange rate as at December 31, 2025 | 1.17500 | |||
| Average exchange rate for the year ended December 31, 2025 | 1.17085 |
Equity was translated using historical exchange rates. The table below presents the adjustments to convert from IFRS to US GAAP and to translate from EUR to USD, as well as to align accounting policies and financial statement presentation with that of Rumble.
Northern
December 31, 2025 in EUR (IFRS) € | US GAAP Adjustments € | Presentation Alignment € | Northern Data AG December 31, 2025 in EUR (U.S GAAP) € | Northern Data AG December 31, 2025 in USD (U.S. GAAP) $ | ||||||||||||||||||
| Assets | ||||||||||||||||||||||
| Current assets | ||||||||||||||||||||||
| Cash and cash equivalents | 57,576,257 | - | - | 57,576,257 | 67,652,102 | |||||||||||||||||
| Trade receivables | 10,304,026 | - | - | 10,304,026 | 12,107,231 | |||||||||||||||||
| Contract assets | 17,728,544 | - | - | 17,728,544 | 20,831,039 | |||||||||||||||||
| Income tax receivable | 4,245,924 | - | - | 4,245,924 | 4,988,961 | |||||||||||||||||
| Other assets | 328,043,620 | - | - | 328,043,620 | 385,451,254 | |||||||||||||||||
| Non-current assets held for sale | 37,683,908 | - | - | 37,683,908 | 44,278,592 | |||||||||||||||||
| Total current assets | 455,582,279 | - | - | 455,582,279 | 535,309,179 | |||||||||||||||||
| Digital Assets | - | 6,129,176 | - | (d) | 6,129,176 | 7,201,785 | ||||||||||||||||
| Property and equipment | 623,352,057 | - | - | 623,352,057 | 732,438,667 | |||||||||||||||||
| Right-of-use assets | 117,006,434 | 1,187,391 | - | (a) | 118,193,825 | 138,877,744 | ||||||||||||||||
| Other intangible assets | 9,533,976 | (8,929,176 | ) | - | (d), (f) | 604,800 | 710,640 | |||||||||||||||
| Goodwill | 13,376,340 | - | - | 13,376,340 | 15,717,200 | |||||||||||||||||
| Investments accounted for using the equity method | 9,613,769 | - | - | 9,613,769 | 11,296,179 | |||||||||||||||||
| Deferred tax assets | 16,096,679 | - | - | 16,096,679 | 18,913,598 | |||||||||||||||||
| Other assets | 16,432,060 | 2,800,000 | - | (f) | 19,232,060 | 22,597,671 | ||||||||||||||||
| Total assets | 1,260,993,594 | 1,187,391 | - | 1,262,180,985 | 1,483,062,663 | |||||||||||||||||
| Liabilities | ||||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||
| Trade payables | 12,268,567 | - | 1,167,375 | (f) | 13,435,942 | 15,787,236 | ||||||||||||||||
| Provisions | 1,167,375 | - | (1,167,375 | ) | (f) | - | - | |||||||||||||||
| Lease liabilities | 29,483,482 | (3,426,604 | ) | - | (a) | 26,056,878 | 30,616,832 | |||||||||||||||
| Income tax liabilities | 16,283,859 | - | - | 16,283,859 | 19,133,534 | |||||||||||||||||
| Other liabilities | 40,685,576 | - | - | 40,685,576 | 47,805,552 | |||||||||||||||||
| Total current liabilities | 99,888,859 | (3,426,604 | ) | - | 96,462,255 | 113,343,154 | ||||||||||||||||
| Provisions | 5,200 | - | (5,200 | ) | (f) | - | - | |||||||||||||||
| Borrowings | 614,943,933 | - | - | 614,943,933 | 722,559,121 | |||||||||||||||||
| Lease liabilities | 101,059,829 | (1,203,205 | ) | - | (a) | 99,856,624 | 117,331,533 | |||||||||||||||
| Deferred tax liabilities | 203,601 | 1,322,124 | - | (e) | 1,525,725 | 1,792,727 | ||||||||||||||||
| Other liabilities | 2,679,630 | - | 5,200 | (f) | 2,684,830 | 3,154,675 | ||||||||||||||||
| Total liabilities | 818,781,052 | (3,307,685 | ) | - | 815,473,367 | 958,181,210 | ||||||||||||||||
| Shareholders’ equity | ||||||||||||||||||||||
| Subscribed capital | 64,196,476 | (676 | ) | - | 64,195,800 | 71,547,945 | ||||||||||||||||
| Retained earnings | (726,025,151 | ) | (10,028,585 | ) | - | (a), (c), (e) | (736,053,736 | ) | (905,699,791 | ) | ||||||||||||
| Capital reserve | 1,167,143,633 | 14,548,539 | - | (c) | 1,181,692,172 | 1,311,801,483 | ||||||||||||||||
| Currency translation differences | (63,102,416 | ) | (24,202 | ) | - | (a) | (63,126,618 | ) | 47,231,816 | |||||||||||||
| Total shareholders’ equity | 442,212,542 | 4,495,076 | - | 446,707,618 | 524,881,453 | |||||||||||||||||
| Total liabilities and shareholders’ equity | 1,260,993,594 | 1,187,391 | - | 1,262,180,985 | 1,483,062,663 | |||||||||||||||||
7
RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
| 5. | Adjustments to the historical information of Northern Data AG (continued) |
Northern Data AG Year ended December 31, 2025 in EUR (IFRS) € | US GAAP Adjustments € | Presentation Alignment € | Northern Data AG Year ended December 31, 2025 in EUR € | Northern Data AG Year ended December 31, 2025 in USD € | ||||||||||||||||||
| Sales revenue | 80,042,425 | - | - | 80,042,425 | 93,717,365 | |||||||||||||||||
| Other operating income | 3,254,802 | - | (3,254,802 | ) | (f) | - | - | |||||||||||||||
| Total income | 83,297,227 | - | (3,254,802 | ) | 80,042,425 | 93,717,365 | ||||||||||||||||
| Cost of materials | 33,067,311 | - | 3,978,522 | (f) | 37,045,833 | 43,374,971 | ||||||||||||||||
| General and administrative | - | 32,013,357 | 95,483,702 | (a), (c), (f) | 127,497,059 | 149,279,440 | ||||||||||||||||
| Research and development | - | - | 3,544,124 | (f) | 3,544,124 | 4,149,624 | ||||||||||||||||
| Sales and marketing | - | - | 8,471,642 | (f) | 8,471,642 | 9,918,989 | ||||||||||||||||
| Acquisition-related transaction costs | - | - | 12,867,226 | (f) | 12,867,226 | 15,065,543 | ||||||||||||||||
| Personnel expenses | 49,320,602 | - | (49,320,602 | ) | (f) | - | - | |||||||||||||||
| Other operating expenses | 81,125,311 | - | (81,125,311 | ) | (f) | - | - | |||||||||||||||
| Amortization and depreciation | - | - | 187,099,465 | (f) | 187,099,465 | 219,064,689 | ||||||||||||||||
| Change in fair value of digital assets | - | 1,609,533 | - | (d) | 1,609,533 | 1,884,516 | ||||||||||||||||
| Total expenses | 163,513,224 | 33,622,890 | 180,998,768 | 378,134,882 | 442,737,772 | |||||||||||||||||
| Net unrealized foreign exchange (gains) / losses | 2,603,900 | - | (2,603,900 | ) | (f) | - | - | |||||||||||||||
| Operating profit before depreciation and amortization – EBITDA | (82,819,897 | ) | (33,622,890 | ) | (181,649,670 | ) | (298,092,457 | ) | (349,020,407 | ) | ||||||||||||
| Depreciation, amortization and impairment | 380,178,275 | (27,342,527 | ) | (187,683,194 | ) | (a), (d), (f) | 165,152,554 | 193,368,232 | ||||||||||||||
| Operating result – EBIT | (462,998,172 | ) | (6,280,363 | ) | 6,033,524 | (463,245,011 | ) | (542,388,639 | ) | |||||||||||||
| Financial income | (3,573,000 | ) | - | - | (3,573,000 | ) | (4,183,433 | ) | ||||||||||||||
| Financial expenses | 42,867,010 | (8,051,819 | ) | (121,291 | ) | (a), (f) | 34,693,900 | 40,621,219 | ||||||||||||||
| Financial result | 39,294,010 | (8,051,819 | ) | (121,291 | ) | 31,120,900 | 36,437,786 | |||||||||||||||
| Other income (expense) | - | (14,152,285 | ) | 6,154,815 | (a), (b), (f) | (7,997,470 | ) | (9,363,807 | ) | |||||||||||||
| Share of net result from investments accounted for using the equity method | (43,358 | ) | - | - | (43,358 | ) | (50,766 | ) | ||||||||||||||
| Earnings before income taxes – EBT | (502,248,824 | ) | 15,923,741 | - | (486,325,083 | ) | (569,411,852 | ) | ||||||||||||||
| Income tax (benefit) expense | (19,520,271 | ) | 844,161 | - | (e) | (18,676,110 | ) | (21,866,851 | ) | |||||||||||||
| Loss from continuing operations | (482,728,553 | ) | 15,079,580 | - | (467,648,973 | ) | (547,545,001 | ) | ||||||||||||||
| Profit from discounted operations | (92,556,000 | ) | - | - | (92,556,000 | ) | (108,368,836 | ) | ||||||||||||||
| Loss for the year | (390,172,553 | ) | 15,079,580 | - | (375,092,973 | ) | (439,176,165 | ) | ||||||||||||||
| Net fair value gain on investments designed at FVOCI | (14,138,941 | ) | 14,138,941 | - | (b) | - | - | |||||||||||||||
| Exchange differences on translation of foreign operations | 43,479,000 | 24,202 | - | (a) | 43,503,202 | (168,865,416 | ) | |||||||||||||||
| Total comprehensive loss (income) | (419,512,612 | ) | 916,437 | - | (418,596,175 | ) | (270,310,749 | ) | ||||||||||||||
IFRS differs in certain material respects from US GAAP. The following material adjustments have been made to convert NDAG’s historical financial information to US GAAP for the purposes of the unaudited Pro Forma Consolidated Financial Statements.
8
RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
| 5. | Adjustments to the historical information of Northern Data AG (continued) |
| (a) | Leases |
Under US GAAP, a lessee classifies its leases as either finance or operating which determines the accounting treatment. All of NDAG’s leases were determined to be operating leases. Lease expense related to operating leases is recognized straight-line over the lease term based on two components- interest expense which is determined based on the lease liabilities; and amortization of the right-of-use asset which is determined based on the residual amount needed to result in straight-line lease expense. The straight-line lease expense is presented in operating expenses. Under IFRS, interest expense is determined based the lease liability and presented as a financing cost, and the right of use asset is amortized over the lease term and presented in amortization expense.
Adjustments were made to reflect the straight-line lease expense and presentation in operating expenses as required under US GAAP.
| (b) | Shares in other companies |
Under US GAAP, investments in equity securities are subsequently measured at fair value with changes reflected in net income. Under IFRS, NDAG subsequently measured its investments in equity securities at fair value with changes reflected in other comprehensive income.
Adjustments were made to reflect all changes in fair value in net income as required under US GAAP.
| (c) | Share-based payments compensation – Forfeiture estimates |
Under US GAAP, there is an accounting policy choice to recognize forfeitures related to share-based compensation as they occur, which is the accounting policy choice made by Rumble. Under IFRS, forfeitures must be estimated on the grant date of the award and throughout the vesting period.
Adjustments were made to remove the impact of estimated forfeitures to align with Rumble’s accounting policy.
| (d) | Digital assets |
Under US GAAP, digital assets within the scope of ASC 350-60 are subsequently measured at fair value with changes reflected in net income. Under IFRS, digital assets such as cryptocurrencies are generally accounted for as intangible assets unless held for sale in the ordinary course of business. Further, there is an accounting policy choice to apply the revaluation model when an active market exists, resulting in upward revaluations being recognized in OCI and downward revaluations recognized in profit or loss, which is the accounting policy choice made by NDAG.
Adjustments were made to remove the effects of the revaluation model and to reflect all changes in fair value in net income as required under US GAAP.
| (e) | Deferred taxes |
Adjustments were made to tax-effect the above US GAAP adjustments.
| (f) | Further adjustments have been made to align NDAG’s financial statement presentation with that of Rumble. |
| 6. | Tax rate |
The effective income tax rate of 12.50% - 31.93% was used to determine the proforma adjustments. Actual rates will differ as a result of the temporary and permanent differences.
9
RUM Group Inc.
Notes to the unaudited Pro Forma Statements of Operations
(Unaudited)
| 7. | Pro forma earnings per share |
The Pro Forma Earnings per Share (“Proforma EPS”) has been adjusted to reflect the pro forma consolidated net income for the six-months ended June 30, 2026 and year ended December 31, 2025. The number of shares used in calculating the pro forma consolidated basic and diluted earnings per share is outlined below.
The following is a breakdown of the EPS calculation:
| Six-months ended June 30, 2026 | Twelve-months ended December 31, 2025 | |||||||
| Net loss from continuing operations | $ | (541,448,768 | ) | $ | (742,208,642 | ) | ||
| Weighted average number of shares – basic | 272,549,216 | 412,350,491 | ||||||
| Loss per share – basic | $ | (1.99 | ) | $ | (1.80 | ) | ||
| Net loss from continuing operations | $ | (541,448,768 | ) | $ | (742,208,642 | ) | ||
| Weighted average number of shares – diluted | 272,549,216 | 412,350,491 | ||||||
| Loss per share – diluted | $ | (1.99 | ) | $ | (1.80 | ) | ||
10
Exhibit 99.2
Contents
1
Interim Consolidated Statement of Comprehensive
Income for the Three Months Ended
| EUR '000 unless stated otherwise | Notes | 3/31/2026 | 3/31/2025 | |||||||||
| Revenue | 2.1 | 42,519 | 40,189 | |||||||||
| Other operating income | 9,963 | 8,475 | ||||||||||
| Total income | 52,482 | 48,664 | ||||||||||
| Cost of materials | 2.2 | -10,094 | -5,430 | |||||||||
| Personnel expenses | 2.2 | -9,019 | -7,767 | |||||||||
| Other operating expenses | 2.2 | -18,281 | -12,796 | |||||||||
| Total expenses | -37,394 | -25,993 | ||||||||||
| Net unrealized foreign exchange losses | -90 | -767 | ||||||||||
| Operating profit before depreciation and amortization – EBITDA | 2.3 | 14,998 | 21,904 | |||||||||
| Depreciation, amortization and impairment | -45,835 | -48,529 | ||||||||||
| Operating result – EBIT | -30,837 | -26,625 | ||||||||||
| Financial income | 2.4 | 143 | 592 | |||||||||
| Financial expenses | 2.4 | -9,387 | -10,794 | |||||||||
| Change in fair value of contingent consideration | 2.4 | -167,767 | – | |||||||||
| Financial result | -177,011 | -10,202 | ||||||||||
| Share of net result from investments accounted for using the equity method | -83 | – | ||||||||||
| Earnings before income taxes - EBT | -207,931 | -36,827 | ||||||||||
| Income taxes | -6,991 | -1,874 | ||||||||||
| Loss from continuing operations | -214,922 | -38,701 | ||||||||||
| Discontinued operations | ||||||||||||
| Loss from discontinued operations | 2.6 | – | -11,843 | |||||||||
| Loss for the quarter | -214,922 | -50,544 | ||||||||||
| of which attributable to shareholders of Northern Data AG | -214,922 | -50,544 | ||||||||||
| Other comprehensive income | ||||||||||||
| Exchange differences on translation of foreign operations | 11,636 | 11,839 | ||||||||||
| Items that may be reclassified to profit or loss in the future | 11,636 | 11,839 | ||||||||||
| Other comprehensive income | 11,636 | 11,839 | ||||||||||
| Total comprehensive income | -203,286 | -38,705 | ||||||||||
| of which attributable to shareholders of Northern Data | -203,286 | -38,705 | ||||||||||
| Earnings per share | 2.5 | |||||||||||
| Undiluted (in EUR) | -3.35 | -0.79 | ||||||||||
| Diluted (in EUR) | -3.35 | -0.79 | ||||||||||
2
Interim Consolidated Statement of Financial Position as at
| ASSETS in EUR ‘000 | Notes | 3/31/2026 | 12/31/2025 | |||||||||
| Non-current assets | 750,316 | 805,411 | ||||||||||
| Goodwill | 3.1 | 13,376 | 13,376 | |||||||||
| Other intangible assets | 3.1 | 8,272 | 9,534 | |||||||||
| Property, plant and equipment | 3.2 | 573,302 | 623,352 | |||||||||
| Right-of-use assets | 116,360 | 117,006 | ||||||||||
| Investments accounted for using the equity method | 9,531 | 9,614 | ||||||||||
| Other assets | 16,151 | 16,432 | ||||||||||
| Deferred tax assets | 13,324 | 16,097 | ||||||||||
| Current assets | 337,946 | 455,583 | ||||||||||
| Trade receivables | 2.1, 4.1 | 13,921 | 10,304 | |||||||||
| Income tax receivables | 5,100 | 4,246 | ||||||||||
| Contract assets | 2.1 | 46,373 | 17,729 | |||||||||
| Other assets | 178,165 | 328,044 | ||||||||||
| Cash and cash equivalents | 4.1 | 57,937 | 57,576 | |||||||||
| Non-current assets held for sale | 3.3 | 36,450 | 37,684 | |||||||||
| Total assets | 1,088,262 | 1,260,994 | ||||||||||
| EQUITY AND LIABILITIES in EUR ‘000 | Notes | 3/31/2026 | 12/31/2025 | |||||||||
| Equity | 3.4 | 241,341 | 442,213 | |||||||||
| Subscribed capital | 64,196 | 64,196 | ||||||||||
| Capital reserve | 1,169,558 | 1,167,144 | ||||||||||
| Currency translation differences | -51,466 | -63,102 | ||||||||||
| Retained earnings | -940,947 | -726,025 | ||||||||||
| Non-current liabilities | 721,705 | 718,892 | ||||||||||
| Borrowings | 4.1 | 624,089 | 614,944 | |||||||||
| Lease liabilities | 95,608 | 101,060 | ||||||||||
| Provisions | 5 | 5 | ||||||||||
| Deferred tax liabilities | 198 | 204 | ||||||||||
| Other liabilities | 1,805 | 2,679 | ||||||||||
| Current liabilities | 125,216 | 99,889 | ||||||||||
| Lease liabilities | 32,080 | 29,483 | ||||||||||
| Trade payables | 4.1 | 12,863 | 12,269 | |||||||||
| Contract liabilities | 2.1 | 17,161 | – | |||||||||
| Income tax liabilities | 21,011 | 16,284 | ||||||||||
| Provisions | 21 | 1,167 | ||||||||||
| Other liabilities | 42,080 | 40,686 | ||||||||||
| Total liabilities and shareholders’ equity | 1,088,262 | 1,260,994 | ||||||||||
3
Interim Consolidated Statement of Changes in Equity for the Three Months Ended
| EUR '000 | Subscribed capital |
Capital
reserve |
Fair
value reserve of financial assets at FVOCI |
Currency translation differences |
Retained earnings |
Total | ||||||||||||||||||
| Balance on 1/1/2025 | 64,196 | 1,144,014 | 10,432 | -19,623 | -359,185 | 839,834 | ||||||||||||||||||
| Loss for the quarter | – | – | – | – | -50,544 | -50,544 | ||||||||||||||||||
| Currency translation | – | – | – | 11,839 | – | 11,839 | ||||||||||||||||||
| Other comprehensive income | – | – | – | 11,839 | – | 11,839 | ||||||||||||||||||
| Total comprehensive income | – | – | – | 11,839 | -50,544 | -38,705 | ||||||||||||||||||
| Share-based remuneration | – | 3,926 | – | – | – | 3,926 | ||||||||||||||||||
| Transactions with shareholders | – | 3,926 | – | – | – | 3,926 | ||||||||||||||||||
| Balance on 3/31/2025 | 64,196 | 1,147,940 | 10,432 | -7,784 | -409,729 | 805,055 | ||||||||||||||||||
| Balance on 1/1/2026 | 64,196 | 1,167,144 | – | -63,102 | -726,025 | 442,213 | ||||||||||||||||||
| Loss for the quarter | – | – | – | – | -214,922 | -214,922 | ||||||||||||||||||
| Currency translation | – | – | – | 11,636 | – | 11,636 | ||||||||||||||||||
| Other comprehensive income | – | – | – | 11,636 | – | 11,636 | ||||||||||||||||||
| Total comprehensive income | – | – | – | 11,636 | -214,922 | -203,286 | ||||||||||||||||||
| Share-based remuneration | – | 2,414 | – | – | – | 2,414 | ||||||||||||||||||
| Transactions with shareholders | – | 2,414 | – | – | – | 2,414 | ||||||||||||||||||
| Balance on 3/31/2026 | 64,196 | 1,169,558 | – | -51,466 | -940,947 | 241,341 | ||||||||||||||||||
4
Interim Consolidated Statement of Cash Flows for the Three Months Ended
| EUR '000 | Notes | 3/31/2026 | 3/31/2025 | |||||||||
| Consolidated net income | -214,922 | -50,544 | ||||||||||
| Depreciation and amortization of non-current assets | 3.2 | 45,835 | 65,513 | |||||||||
| Change in provisions | -1,150 | -2,178 | ||||||||||
| Change in other non-cash expense/income | 20,285 | 18,640 | ||||||||||
| Change in inventories, trade receivables and other assets not attributable to investing or financing activities | -44,720 | -57,448 | ||||||||||
| Change in trade payables and other liabilities not attributable to investing or financing activities | 16,861 | 21,767 | ||||||||||
| Cryptocurrency received for providing computing services | – | -28,395 | ||||||||||
| Cryptocurrency sold | – | 29,047 | ||||||||||
| Loss on disposal of non-current assets | -1,859 | -5,314 | ||||||||||
| Net finance expense | 2.4 | 177,011 | 10,275 | |||||||||
| Income tax expense | 6,991 | 2,366 | ||||||||||
| Income tax payments | – | -1,086 | ||||||||||
| Cash flow from operating activities | 4,332 | 2,643 | ||||||||||
| Proceeds from disposal of financial assets | 3,208 | – | ||||||||||
| Payment made for acquisition of financial assets | – | -2,000 | ||||||||||
| Proceeds from disposal of property, plant and equipment | 1,859 | 6,141 | ||||||||||
| Payments made for investments in property, plant and equipment | 3.2 | -849 | -35,923 | |||||||||
| Interest received | 143 | 596 | ||||||||||
| Cash flow from investing activities | 4,361 | -31,186 | ||||||||||
| Outflows from the redemption of bonds and financial loans and liabilities from lease agreements | -5,965 | -5,527 | ||||||||||
| Interest paid | -2,267 | -10,387 | ||||||||||
| Cash flow from financing activities | -8,232 | -15,914 | ||||||||||
| Cash-effective change in cash and cash equivalents | 461 | -44,457 | ||||||||||
| Currency-related change in cash and cash equivalents | -100 | 173 | ||||||||||
| Cash and cash equivalents at the beginning of the period | 57,576 | 120,260 | ||||||||||
| Cash and cash equivalents at the end of the period | 57,937 | 75,976 | ||||||||||
5
Selected Explanatory Notes to the Interim Group Financial Statements
1. Information about the Group and basics of the preparation of the Group financial statements
1.1 Reporting company and basic principles of the preparation
Northern Data AG (hereinafter also referred to as the “Company”) is a listed stock corporation with its registered office in Frankfurt/Main, Germany. The business address is: An der Welle 3, 60322 Frankfurt/Main. Northern Data AG is registered with the Local Court of Frankfurt/Main (HRB 106 465). Northern Data AG and its subsidiaries are collectively referred to as the “Group”.
The Company prepares its Interim Group Financial Statements in accordance with International Financial Reporting Standards (IFRS) and the interpretations of the International Financial Reporting Standards Interpretations Committee (IFRIC), as adopted by the European Union, on a voluntary basis.
These Interim Group Financial Statements for the three months ended March 31, 2026 (comparative period: three months ended March 31, 2025) have been prepared in accordance with IAS 34 “Interim Financial Reporting”.
The accompanying notes are presented in a condensed form as permitted by IAS 34. The Interim Group Financial Statements should be read in conjunction with the Group’s Financial Statements for the financial year ended December 31, 2025, as the accounting policies applied as well as discretionary decisions and estimation of uncertainties are consistent with those described therein.
The Interim Group Financial Statements are prepared in Euro (EUR), which is the presentation currency. Unless stated otherwise, all figures are presented in EUR thousand. The tables and figures presented can contain differences due to rounding.
1.2 Principles of consolidation
These Interim Group Financial Statements as at and for the three months ended March 31, 2026 comprise Northern Data AG and its subsidiaries. The composition of the Group has not changed materially since December 31, 2025. For further details, see Notes 1.3.1 “Scope of consolidation” and 5.10 “List of Shareholdings”, of the Annual Report 2025.
In November 2025, Northern Data AG completed the disposal of its Peak Mining segment. Further information is provided in Note 2.6 “Discontinued operations” of these Interim Group Financial Statements and Note 3.9 “Discontinued operations” of the Annual Report 2025.
1.3 Valuation premise of going concern
The preparation of the Interim Group Financial Statements requires an assessment of the Group’s ability to continue as a going concern. The Management Board has reviewed the Group’s liquidity position, cash flow forecasts and funding arrangements for a period of at least twelve months from the date of approval of these Interim Group Financial Statements.
As disclosed in the Group’s Annual Report for the year ended December 31, 2025, the Group was in breach of certain financial covenants under its shareholder loan agreement. The lender waived these covenant breaches and has not exercised any rights arising from them. In the absence of such waivers, the lender would have been entitled to demand immediate repayment of the outstanding loan balance, which the Group would not have been able to settle without obtaining alternative financing and/or implementing other mitigating actions.
6
In performing its assessment, the Management Board considered risks relating to customer onboarding, market price developments and competitive pressures, together with the Group’s forecast liquidity position, available mitigating actions and relevant events occurring after the reporting date, including the transaction announced with RUM Group Inc. as described in Note 4.5 “Events after the reporting period”.
Based on this assessment, the Management Board has concluded that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, these Interim Group Financial Statements have been prepared on a going concern basis.
1.4 IFRS standards applied
In preparing the Interim Group Financial Statements, the standards and interpretations valid as of January 1, 2026 were applied. The interim financial statements as of March 31, 2026 have been prepared using the same accounting policies as those on which the preceding Group Financial Statements as of December 31, 2025 were based. The standards and interpretations mandatory from January 1, 2026 onwards had no material effect on the Group’s net assets, financial and earnings position, and no restatements resulting from new standards were necessary.
2. Notes to the Interim Consolidated Statement of Comprehensive Income
2.1 Revenue
The Group primarily generates revenue from continuing operations through cloud computing services and colocation services:
| ● | Cloud computing services comprise revenue generated from providing customers with access to GPU-based computing hardware under both reserved-capacity and on-demand arrangements. Customers simultaneously receive and consume the benefits of the services as they are provided. Accordingly, revenue from cloud computing services is recognized over time based on the services transferred to the customer. |
| ● | Colocation services comprise revenue generated from hosting, colocation and related engineering services. Revenue is recognized over time as the services are rendered throughout the contractual service period. |
The following table shows the disaggregation of revenue by revenue class. A reconciliation to the reportable segments is provided in Note 4.3 “Segment reporting”:
| in EUR ’000 | Q1 2026 | Q1 2025 | ||||||
| Segment Taiga Cloud | 42,519 | 40,174 | ||||||
| Cloud computing | 42,519 | 40,174 | ||||||
| Segment Ardent Data Centers | – | 15 | ||||||
| Hosting and colocation | – | 15 | ||||||
| Total | 42,519 | 40,189 | ||||||
7
The following table presents balances arising from contracts with customers:
| in EUR ’000 | 3/31/2026 | 12/31/2025 | ||||||
| Trade receivables | 13,921 | 10,304 | ||||||
| Contract assets | 46,373 | 17,729 | ||||||
| Contract liabilities | 17,161 | – | ||||||
The increase in contract assets primarily reflects revenue recognized in advance of customer billing under cloud computing contracts. Contract liabilities primarily consist of payments received in advance of satisfying performance obligations under cloud computing contracts and are recognized as revenue as the related services are provided.
2.2 Total expenses
Cost of materials increased by EUR 4,664 thousand compared to the three months ended March 31, 2025, primarily as a result of increased customer activity in the Taiga Cloud segment. This led to higher electricity costs and increased cloud support service expenses incurred in fulfilling a higher number of customer contracts.
Personnel expenses increased by EUR 1,252 thousand compared to the three months ended March 31, 2025, primarily because the prior-year period included the reversal of a bonus accruals relating to fiscal year 2024, which reduced personnel expenses in that period. During the three months ended March 31, 2026, the Group recognized share-based compensation expense of EUR 2,414 thousand (Q1 2025: EUR 3,926 thousand).
Other operating expenses increased by EUR 5,485 thousand compared to the three months ended March 31, 2025, primarily due to transaction-related advisory, legal, and consulting expenses incurred during the period.
2.3 Adjusted EBITDA
Adjusted EBITDA is a non-IFRS financial measure defined as EBITDA adjusted to exclude the effects of certain non-cash and other items that management considers not reflective of the Group’s underlying operating performance.
Adjusted EBITDA is one of the Group’s key performance indicators and is used by management to evaluate operating performance and support decision-making. The measure is calculated as EBITDA adjusted for share-based payment expenses, legal and transaction-related costs, and unrealized foreign exchange gains and losses. Further details regarding the calculation and use of Adjusted EBITDA are provided in the Group’s Annual Report for the year ended 31 December 2025.
| in EUR ’000 | Q1 2026 | Q1 2025 | ||||||
| EBITDA | 14,998 | 21,904 | ||||||
| Stock option plan expenses | 2,414 | 3,926 | ||||||
| Legal costs | 6,659 | 1,320 | ||||||
| Net unrealized loss on the foreign currencies | 90 | 767 | ||||||
| Adjusted EBITDA | 24,161 | 27,917 | ||||||
| Depreciation. amortization and impairment | -45,835 | -48,529 | ||||||
| Adjusted EBIT | -21,674 | -20,612 | ||||||
8
2.4 Financial result
| in EUR ’000 | Q1 2026 | Q1 2025 | ||||||
| Financial income, net | 143 | 592 | ||||||
| thereof financial interest and similar items | 143 | 592 | ||||||
| Financial expenses, net | -9,387 | -10,794 | ||||||
| thereof financial interest and similar expenses | -9,387 | -10,794 | ||||||
| Change in fair value of contingent consideration | -167,767 | — | ||||||
| Financial result | -177,011 | -10,202 | ||||||
In Q1 2026, the most significant financial expense related to the fair value remeasurement of the contingent consideration arising from the sale of the Peak Mining business. Further details are provided in Note 4.1 “Additional disclosures on financial instruments”.
2.5 Earnings per share
The following table shows the calculation of undiluted and diluted earnings per ordinary share attributable to shareholders of the parent company:
| Q1 2026 | Q1 2025 | |||||||||
| Profit attributable to shareholders of the parent company | in EUR '000 | -214,922 | -50,544 | |||||||
| Weighted average number of shares for the calculation of earnings per share | ||||||||||
| Undiluted | Number | 64,197 | 64,197 | |||||||
| Diluted | Number | 64,197 | 64,197 | |||||||
| Earnings per share | ||||||||||
| Undiluted | EUR | -3.35 | -0.79 | |||||||
| Diluted | EUR | -3.35 | -0.79 | |||||||
In the calculation for the diluted weighted average number of shares, options issued in connection with the Stock Options Programs were excluded as they would have been antidilutive for the periods presented.
2.6 Discontinued operations
On November 3, 2025, Northern Data AG completed the disposal of its Peak Mining segment, which is presented as a discontinued operation in accordance with IFRS 5.
Accordingly, the results of the discontinued operation are presented separately from continuing operations in these interim statements of profit or loss and other comprehensive income for the comparative period Q1 2025. Net cash flows attributable to the discontinued operation for Q1 2025 are presented separately below.
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| in EUR ’000 | Q1 2025 | |||
| Revenue | 28,395 | |||
| Other income | 817 | |||
| Expenses | -18,944 | |||
| Net unrealized foreign exchange losses | -5,052 | |||
| EBITDA | 5,216 | |||
| Depreciation, amortization and impairment | -16,984 | |||
| Net financial result | -73 | |||
| Earnings before income taxes - EBT | -11,841 | |||
| Attributable income taxes | -2 | |||
| Loss from discontinued operations | -11,843 | |||
| in EUR ’000 | Q1 2025 | |||
| Cash flow from operating activities | 11,840 | |||
| Cash flow from investing activities | 713 | |||
| Cash flow from financing activities | -117 | |||
| Cash-effective change in cash and cash equivalents | 12,436 | |||
No basic or diluted earnings per share from discontinued operations arose in Q1 2026. Basic and diluted loss per share from discontinued operations amounted to EUR 0.18 per share in Q1 2025.
The Group continues to hold contingent consideration arising from the disposal of the Peak Mining segment. The contingent consideration is measured at fair value through profit or loss. Further information is provided in Note 4.1 “Additional disclosures on financial instruments”.
3. Notes to the interim Statement of Financial Position
3.1 Goodwill and other intangible assets
Carrying value of intangible assets and goodwill are broken down as follows:
| In EUR ’000 | 3/31/2026 | 12/31/2025 | ||||||
| Goodwill | 13,376 | 13,376 | ||||||
| Paid acquired licenses and other rights | 3,387 | 3,405 | ||||||
| Crypto currencies | 4,885 | 6,129 | ||||||
| Total | 21,648 | 22,910 | ||||||
The Group holds certain crypto-assets that are accounted for as intangible assets and are measured using the revaluation model. Revaluation movements are recognized in other comprehensive income and accumulated in equity within the revaluation surplus, except to the extent that they reverse a revaluation decrease previously recognized in profit or loss.
The revaluation of cryptocurrencies was performed as of March 31, 2026, based on quoted market prices. The carrying amount of cryptocurrencies measured at revalued amounts was EUR 4,885 thousand (December 31, 2025: EUR 6,129 thousand). The revaluation resulted in a loss of EUR 1,343 thousand recognized in profit or loss during the period. Had the cost model been applied, the carrying amount would have been EUR 7,590 thousand (December 31, 2025: EUR 7,427 thousand).
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3.2 Property, plant and equipment
Carrying value of property, plant and equipment are as follows:
| In EUR ’000 | 3/31/2026 | 12/31/2025 | ||||||
| Plots of land and buildings | 61,497 | 61,908 | ||||||
| Data centers: servers, accessories, operating equipment | 450,550 | 477,389 | ||||||
| Office and other business equipment | 518 | 560 | ||||||
| Advance payment made and assets under construction | 60,737 | 83,495 | ||||||
| Total | 573,302 | 623,352 | ||||||
3.3 Non-current assets held for sale
At the reporting date, reclassifications include a cluster of GPU servers that is held for sale. Management is committed to a plan to sell these assets and expects the sale to complete within twelve months. The assets are available for immediate sale in their present condition, subject only to terms that are customary for such transactions.
Prior to classification as held for sale, the GPU servers were assessed for impairment and measured in accordance with the Group’s accounting policies, with the related impairment charge and key judgments disclosed in Note 4.2.3 “Impairment of property, plant, and equipment” of the Annual Report 2025. On classification as held for sale, the assets were measured at the lower of their carrying amount and fair value less costs to sell in accordance with IFRS 5 and depreciation ceased from the date of classification. During the three months ended March 31, 2026, an additional impairment loss of EUR 1,235 thousand was recognized to reflect the lower fair value less costs to sell of the asset group. The non-current assets held for sale are presented separately on the face of the consolidated statement of financial position.
Subsequent to the reporting date, management reassessed the intended disposal of the GPU servers in light of increased customer demand and the continued growth of contracted cloud computing capacity. As a result, management decided to retain and redeploy the assets within the Group’s operations rather than proceed with the anticipated sale. Accordingly, the held-for-sale classification will cease in the period ending June 30, 2026. Further information is provided in Note 4.5 “Events after the reporting period”.
3.4 Equity
No dividends were paid in either Q1 2026 or the fiscal year 2025. The key figures used to monitor capital are as follows:
| 3/31/2026 | 12/31/2025 | |||||||
| Equity ratio (%) | 22.2 | 35.1 | ||||||
| Q1 2026 | Q1 2025 | |||||||
| Return on Equity (%)1 | 6.2 | 2.7 | ||||||
At the reporting date, the subscribed capital amounts to EUR 64,196,677 (December 31, 2025: EUR 64,196,677) and is divided into 64,196,677 (December 31, 2025: 64,196,677) ordinary shares with a nominal value of EUR 1.00 (December 31,
2025: EUR 1.00) per share.
1 Return on equity is defined as EBITDA from continuing operations divided by shareholders’ equity. The calculation is consistent with that presented in the Annual Report 2025.
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4. Other disclosures
4.1 Additional disclosures on financial instruments
Generally, the principles and techniques used for fair value measurement remained unchanged year on year. For detailed disclosures of the measurement principles and techniques, reference is made to the Notes 1.8 “Accounting and valuation principles” and 5.2 “Additional disclosures on financial instruments” of the Annual Report 2025.
The table below shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy:
| In EUR ’000 | Measurement category according to IFRS 9 | Carrying amount as of 3/31/2026 | AC | FVOCI | FVPL | Fair value as of 3/31/2026 | Level within the fair value hierarchy | |||||||||||||||||||
| Financial Assets | ||||||||||||||||||||||||||
| Cash and cash equivalents | AC | 57,937 | 57,937 | – | – | 57,937 | ||||||||||||||||||||
| Trade receivables | AC | 13,921 | 13,921 | – | – | 13,921 | ||||||||||||||||||||
| Contingent consideration | FVPL | 103,955 | – | – | 103,955 | 103,955 | 3 | |||||||||||||||||||
| Loan to associate | AC | 10,000 | 10,000 | – | – | 7,631 | 3 | |||||||||||||||||||
| Deposits | AC | 6,151 | 6,151 | – | – | 6,151 | ||||||||||||||||||||
| Total | 191,964 | 88,009 | – | 103,955 | 189,595 | |||||||||||||||||||||
| Financial Liabilities | ||||||||||||||||||||||||||
| Trade payables | AC | 12,863 | 12,863 | – | – | 12,863 | ||||||||||||||||||||
| Shareholder loan | AC | 624,089 | 624,089 | – | – | 626,449 | 3 | |||||||||||||||||||
| Total | 636,952 | 636,952 | – | – | 639,312 | |||||||||||||||||||||
The table below shows the positions for the fiscal year 2025:
| In EUR ’000 | Measurement category according to IFRS 9 | Carrying amount as of 12/31/2025 | AC | FVOCI | FVPL | Fair value as of 12/31/2025 | Level within the fair value hierarchy | |||||||||||||||||||
| Financial Assets | ||||||||||||||||||||||||||
| Cash and cash equivalents | AC | 57,576 | 57,576 | – | – | 57,576 | ||||||||||||||||||||
| Trade receivables | AC | 10,304 | 10,304 | – | – | 10,304 | ||||||||||||||||||||
| Contingent consideration | FVPL | 271,722 | – | – | 271,722 | 271,722 | 3 | |||||||||||||||||||
| Loan to associate | AC | 10,000 | 10,000 | – | – | 7,841 | 3 | |||||||||||||||||||
| Deposits | AC | 6,432 | 6,432 | – | – | 6,432 | ||||||||||||||||||||
| Total | 356,034 | 84,312 | – | 271,722 | 353,875 | |||||||||||||||||||||
| Financial Liabilities | ||||||||||||||||||||||||||
| Trade payables | AC | 12,269 | 12,269 | – | – | 12,269 | ||||||||||||||||||||
| Shareholder loan | AC | 614,944 | 614,944 | – | – | 618,515 | 3 | |||||||||||||||||||
| Total | 627,213 | 627,213 | – | – | 630,784 | |||||||||||||||||||||
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Financial assets and liabilities
Cash and cash equivalents, trade receivables, and other current financial assets and liabilities are predominantly short-term and with a low credit risk. Therefore, their carrying amounts at the reporting date approximate their fair values.
Contingent consideration
As of March 31, 2026, Management reassessed the fair value of the contingent consideration receivable recognized in connection with the disposal of the Peak Mining business. The receivable is classified within Level 3 of the fair value hierarchy and measured using a probability-weighted discounted cash flow model. The reassessment resulted in a decrease in fair value of EUR 167,767 thousand, recognized in profit or loss. The carrying amount of the contingent consideration receivable was EUR 103,955 thousand as of March 31, 2026 (December 31, 2025: EUR 271,722 thousand).
The reduction primarily reflects developments occurring during the three months ended March 31, 2026, comprising revised assumptions regarding the potential proceeds from a future sale of the Corpus Christi sites, changes in expected future cash flows under the contingent consideration arrangements driven by developments in Bitcoin market prices and related mining economics, and the expiry on January 16, 2026, of the call option granted to Northern Data in connection with the disposal of the Peak Mining business. Following the expiry of the call option, Northern Data no longer has the right to reacquire the Corpus Christi sites for an onward sale to a third party. As a result, the realization of value attributable to a potential disposal of the sites is dependent on actions taken by the buyer, which has been reflected in Management’s reduced assessment of the expected future cash flows from the contingent consideration arrangement.
The remaining contingent consideration arrangements, including the profit-sharing mechanism linked to mining operations and the entitlement to a share of net proceeds from a future sale of the Corpus Christi sites, remain in effect throughout the earn-out period ending November 3, 2030. Further information is provided in Note 4.5 “Events after the reporting period”.
A ±5 percentage point change in the discount rate applied in the valuation model would change the fair value of the contingent consideration receivable by approximately EUR 734 thousand, with other inputs held constant. A ±5% change in the projected Bitcoin price and related mining margin assumptions would change the fair value by approximately EUR 438 thousand, with other inputs held constant.
4.2 Business transactions with related parties
4.2.1 Ultimate controlling party
As of March 31, 2026, and unchanged from December 31, 2025, Tether Holdings, S.A. de C.V. (“Tether”), through its wholly owned subsidiary Tether Investments, S.A. de C.V. (formerly Tether Investments Limited), indirectly held more than 50% of the Company’s share capital and voting rights. Accordingly, Tether controlled Northern Data AG within the meaning of IFRS 10 Consolidated Financial Statements and was the ultimate controlling party of the Group in accordance with IAS 24 Related Party Disclosures.
Subsequent to the reporting date, the Group completed a strategic business combination with the RUM Group Inc. (formerly Rumble Inc.), resulting in a change in the Group’s ownership structure and control environment. Further information is provided in Note 4.5 “Events after the reporting period”.
4.2.2 Related party transactions
In November 2023, Northern Data entered into a shareholder loan agreement with a company within the Tether group providing a term loan facility of EUR 575,000 thousand on market terms, bearing interest at EURIBOR plus 300 basis points. The loan was subsequently transferred to Tether Investments, S.A. de C.V., a subsidiary of Tether Holdings, S.A. de C.V.
As of March 31, 2026, the outstanding balance under the facility amounted to EUR 624,089 thousand (December 31, 2025: EUR 614,944 thousand). Further details are provided in Note 4.9 “Financial liabilities” of the Annual Report 2025.
During the reporting period, certain financial covenants associated with the shareholder loan facility were not met. Tether Investments, S.A. de C.V. provided a waiver in respect of these covenant requirements. Accordingly, the loan continues to be classified in accordance with its contractual maturity profile.
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Subsequent to the reporting date, the shareholder loan was transferred from Tether Investments, S.A. de C.V. to an entity within the Rumble group as part of the strategic business combination described in Note 4.5 “Events after the reporting period”. As a result, the related-party lender changed from the Tether group to the RUM Group.
The Group enters into transactions with entities within the Tether group, which are considered related parties as entities under common control of the Group’s ultimate controlling shareholder. These transactions are conducted in the ordinary course of business and on arm’s length terms.
During the three months ended March 31, 2026, the Group provided computing power and colocation services to entities within the Tether group amounting to EUR 1,157 thousand (Q1 2025: EUR 120 thousand).
On November 3, 2025, Northern Data completed the disposal of its Peak Mining business to Highland Group Mining Inc., resulting in the loss of control of the Peak entities. The total consideration comprised (i) cash consideration of USD 50,000 thousand (EUR 43,585 thousand) received at closing and (ii) contingent consideration related to the Corpus Christi sites.
As of March 31, 2026, the carrying amount of the contingent consideration receivable arising from the disposal of the Peak Mining business amounted to EUR 103,955 thousand (December 31, 2025: EUR 271,722 thousand). Further details are provided in Note 4.1 Additional disclosures on financial instruments and Note 4.5 “Events after the reporting period”.
Additionally, in connection with the disposal of the Peak segment, the Group provided transition services to Highland Group Mining Inc. amounting to EUR 817 thousand (Q4 2025: EUR 755 thousand).
As of March 31, 2026, the Group had an irrevocable loan commitment of EUR 5,000 thousand towards G Core Holding S.A., an investment accounted for using the equity method. As the commitment had not been funded as of that date, no loan receivable was recognized in the Group’s financial statements as of March 31, 2026. Subsequent to the reporting date, the commitment was fully funded in May 2026.
Outstanding balances with related parties at the reporting date are unsecured and settled by cash payment or netting of receivables and payables. No guarantees have been provided for receivables or received from or payables to related parties, and no impairment losses have been recognized on receivables from related parties.
Intercompany transactions and balances are eliminated on consolidation and therefore are not disclosed.
4.3 Segment reporting
In accordance with IFRS 8, operating segments are defined on the basis of the Group’s internal management and reporting. The organizational and reporting structure of Northern Data Group is based on management by business unit. Based on the reporting system it has established, the Management Board, as the chief operating decision maker, assesses the performance of the various segments and the allocation of resources. The segmentation is as follows:
4.3.1 Taiga Cloud
The Taiga Cloud business segment comprises the provision of GPU compute power to customers.
4.3.2 Ardent Data Centers
The Ardent Data Centers business segment operates as a colocation service provider and manages the Group’s data centers, including their acquisition or planning, construction or conversion, and operation.
4.3.3 Reportable Segments
The accounting policies of the segments are the same as those applied for external financial reporting. For details, please refer to Note 1.8 “Accounting and valuation principles” of the Annual Report 2025.
Peak Mining segment was sold with effect from November 3, 2025. Information about this discontinued segment is provided in Note 2.6 “Discontinued operations”.
The most important financial targets and performance indicators for Northern Data Group are revenue and EBITDA. Transactions between the segments take place to an insignificant extent.
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Information regarding the results of each reportable segment is presented below:
| Q1 2026 | Reportable Segments | |||||||||||||||||||||||
| in EUR ’000 | Taiga Cloud | Ardent Data Centers | Total | Other companies and Group functions | Consolidation | Group after consolidation | ||||||||||||||||||
| Revenues | 116,168 | 4,285 | 120,453 | 27,726 | -105,660 | 42,519 | ||||||||||||||||||
| thereof external sales | 42,519 | - | 42,519 | - | - | 42,519 | ||||||||||||||||||
| thereof intercompany sales | 73,649 | 4,285 | 77,934 | 27,726 | -105,660 | - | ||||||||||||||||||
| EBITDA | 12,413 | -633 | 11,780 | 14,321 | -11,103 | 14,998 | ||||||||||||||||||
| Depreciation, amortization and impairment | -42,696 | -1,607 | -44,303 | -1,773 | 241 | -45,835 | ||||||||||||||||||
| thereof impairments | -1,234 | - | -1,234 | - | - | -1,234 | ||||||||||||||||||
| EBIT | -30,283 | -2,240 | -32,523 | 12,548 | -10,862 | -30,837 | ||||||||||||||||||
The eliminated sales of the segments generated with other segments that are also consolidated can be seen in the reconciliation column to sales.
Comparative segment information reflects the classification of Peak Mining as discontinued operations in 2025.
| Q1 2025 | Reportable Segments | |||||||||||||||||||||||
| in EUR ’000 | Taiga Cloud | Ardent Data Centers | Total | Other companies and Group functions | Consolidation | Group after consolidation | ||||||||||||||||||
| Revenues | 102,625 | 3,489 | 106,114 | 18,480 | -84,405 | 40,189 | ||||||||||||||||||
| thereof external sales | 40,174 | 15 | 40,189 | - | - | 40,189 | ||||||||||||||||||
| thereof intercompany sales | 62,451 | 3,474 | 65,925 | 18,480 | -84,405 | - | ||||||||||||||||||
| EBITDA | 12,193 | 495 | 12,688 | 9,545 | -329 | 21,904 | ||||||||||||||||||
| Depreciation, amortization and impairment | -45,505 | -587 | -46,092 | -1,653 | -784 | -48,529 | ||||||||||||||||||
| thereof impairments | - | - | - | - | - | - | ||||||||||||||||||
| EBIT | -33,312 | -92 | -33,404 | 7,892 | -1,113 | -26,625 | ||||||||||||||||||
In the following tables, information is provided at company level in accordance with IFRS 8.31 et seq.
Northern Data Group’s external sales break down by geographical region (location of the companies included) as follows:
| In EUR’000 | Q1 2026 | Q1 2025 | ||||||
| Abroad | 42,519 | 40,189 | ||||||
| thereof US | - | 15 | ||||||
| Total | 42,519 | 40,189 | ||||||
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The carrying amounts of non-current assets break down as follows:
| In EUR’000 | 3/31/2026 | 12/31/2025 | ||||||
| Domestic | 8,601 | 9,244 | ||||||
| Abroad | 689,333 | 740,648 | ||||||
| thereof Netherlands | 32,948 | 30,813 | ||||||
| thereof Norway | 172,990 | 176,465 | ||||||
| thereof Sweden | 180,754 | 155,060 | ||||||
| thereof UK | 132,631 | 138,880 | ||||||
| thereof Ireland | 119 | 23,149 | ||||||
| thereof US | 49,320 | 86,242 | ||||||
| thereof Portugal | 115,686 | 123,910 | ||||||
| thereof Gibraltar | 4,885 | 6,129 | ||||||
| Total | 697,934 | 749,892 | ||||||
For the presentation of geographical segment information, sales and non-current assets are reported based on the location of the respective Northern Data Group companies. Non-current assets by region include all non-current assets except deferred tax assets, investments in other companies, and other financial assets. Due to intra-group service arrangements, sales may, in certain cases, be recognized in geographical regions that differ from the locations where the corresponding non-current assets are held.
4.4 Other significant events and transactions
Swedish VAT assessment and related investigations
The Group is subject to challenges by the Swedish Tax Agency (“STA”) regarding the deduction of input VAT claimed by certain Group subsidiaries in respect of activities undertaken at the Group’s data center operations in Boden, Sweden. The STA’s position is that the relevant activities constituted cryptocurrency mining activities which it considers to be outside the scope of VAT. The Group disputes that position and maintains that the relevant entities supplied computing capacity and related infrastructure services for consideration to identifiable counterparties and therefore carried out taxable economic activities giving rise to a right to deduct input VAT.
In September 2025, Decentric Europe B.V., a wholly-owned subsidiary of Northern Data AG, received a proposed decision (“Förslag till beslut”) relating to the period January 2021 to June 2024. The Group formally disputed the proposed decision and submitted a comprehensive response supported by external tax, accounting and legal advisors. In March 2026, Hydro66 Svenska AB, a wholly-owned indirect subsidiary, received a separate proposed decision relating to the period January 2021 to September 2024, on a materially similar basis.
On March 30, 2026, the STA issued a final decision in respect of Decentric Europe B.V., which was received by the Group on April 13, 2026. The final decision assessed VAT of SEK 250.3 million, tax surcharges of SEK 50.1 million and accrued interest of SEK 35.2 million, for a total assessment of SEK 335.6 million (approximately EUR 30 million). In respect of Hydro66 Svenska AB, the proposed assessment amounted to approximately SEK 218 million (approximately EUR 19.7 million), excluding interest. The aggregate amount of the Decentric Europe B.V. assessment and the Hydro66 Svenska AB proposed assessment was approximately SEK 554 million (approximately EUR 50 million). Interest continues to accrue until settlement.
The Group does not accept the assessment or the proposed assessment and is contesting them. In forming its assessment, Management has considered, among other matters, an advance ruling issued by the Swedish Board of Advance Tax Rulings (Skatterättsnämnden) published in January 2026, documentary evidence supporting the contractual arrangements, invoicing and settlement between the relevant entities and their counterparties, and professional advice obtained both at the time the arrangements were entered into and in connection with the current proceedings. Management also considers that certain conclusions reflected in the STA’s decisions have been drawn from incomplete operational data and assumptions that do not fully reflect the underlying commercial arrangements.
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Management has assessed these matters in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Based on the information available at March 31, 2026, including external professional advice and the procedural stage of the matters, Management has concluded that it is not probable that an outflow of economic resources will be required to settle them. Accordingly, no provision has been recognized in these Interim Group Financial Statements.
The possibility of an outflow is not remote and the matters have therefore been disclosed as contingent liabilities. Management has also considered whether a reliable estimate of any obligation could be made. While the STA has quantified specific assessed amounts, the amount, if any, that may ultimately be payable remains subject to a wide range of realistically possible outcomes, ranging from no liability, if the Group’s challenges succeed in full, to the full assessed amounts plus accruing interest, if they are wholly unsuccessful, with no single outcome currently more likely than any other. This range arises from the same underlying legal and factual uncertainties that inform management’s probability assessment and reinforces management’s view that recognition of a provision would not appropriately reflect the Group’s position at this stage. Were the Group’s challenges to be unsuccessful, in whole or in part, up to the full assessed amounts, together with interest accruing to the date of settlement, would become payable.
Under Swedish administrative procedure, an assessed amount is generally payable notwithstanding a pending challenge unless payment respite (“anstånd”) is granted. The assessed amount relating to Decentric Europe B.V. had not fallen due for payment at March 31, 2026, and no payment had been made as of that date. Subsequent developments are described in Note 4.5 “Events after the reporting period”.
The Group has not received any assessment or proposed decision from the STA in relation to Hydro66 Services AB. Separately, the European Public Prosecutor’s Office (“EPPO”) has initiated an investigation relating to the accounting records and alleged actions of certain individuals associated with Decentric Europe B.V., Hydro66 Svenska AB and Hydro66 Services AB. Publicly available information associated with the investigation refers to potential VAT exposure across these entities of up to approximately EUR 110 million. In respect of Hydro66 Services AB, it is not practicable to estimate the financial effect, if any, and accordingly no estimate is disclosed.
4.5 Events after the reporting period
Business combination agreement with RUM Group Inc.
On April 13, 2026, Northern Data AG entered into a business combination agreement with Rumble Deutschland AG, a whollyowned indirect subsidiary of RUM Group Inc.. Pursuant to the agreement, Rumble Deutschland AG launched a voluntary public takeover offer to acquire all outstanding shares of Northern Data AG by way of a share-for-share exchange. Under the terms of the offer, shareholders of Northern Data AG were offered 2.0281 newly issued Rumble Class A Common Shares for each Northern Data share tendered.
On June 17, 2026, the transaction was completed. Following the completion of the exchange offer and the acquisition of shares committed under transaction support agreements, RUM Group Inc. acquired approximately 85.2% of the outstanding share capital of Northern Data AG and obtained control over the Company. As a result, Northern Data AG became a majority-owned subsidiary of RUM Group Inc.
In connection with the transaction, Northern Data AG applied for the delisting of its shares from both, the m:access segment and the Regulated Unofficial Market (Freiverkehr) of the Munich Stock Exchange. The inclusion and listing of Northern Data AG shares in the m:access segment will end at the close of business on July 31, 2026. Following the cessation of trading in m:access, the shares will continue to trade in the Regulated Unofficial Market (Freiverkehr) until the close of business on December 30, 2026, when the delisting will become effective.
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Change in shareholder loan
In connection with the completion of the Exchange Offer on June 17, 2026, RUM Group Inc., Northern Data AG and Tether Investments S.A. de C.V. entered into a sale and transfer, and amendment and restatement agreement relating to Northern Data AG’s unsecured floating-rate shareholder loan.
Pursuant to the agreement, the shareholder loan was amended and restated, including the removal of the financial covenants and other lender protection provisions contained in the previous loan agreement. In addition, the receivable under the shareholder loan previously held by Tether Investments S.A. de C.V. was transferred to Rumble Freedom First Holding Limited, an indirect subsidiary of Rumble Inc.
As a result of the transaction, Rumble Freedom First Holding Limited became the lender under the shareholder loan arrangement with Northern Data AG.
Changes to the Management and Supervisory Boards
On June 17, 2026, Aroosh Thillainathan stepped down from the Management Board of Northern Data AG and entered into an agreement for the termination of his executive service agreement by mutual consent. The termination resulted in the settlement and forfeiture of certain long-term incentive arrangements.
Effective July 17, 2026, the Supervisory Board appointed Rudolf Haas, Chief Legal Officer of Northern Data AG, as a member of the Management Board.
On the same date, Bertram Pachaly and Dr. Bernd Hartmann resigned from the Supervisory Board. The Company subsequently applied to the Frankfurt am Main District Court for the appointment of Dr. Tyler Hughes and Stephen Noonan as members of the Supervisory Board with effect from July 18, 2026 until the conclusion of the Annual General Meeting on August 25, 2026. Both nominees are employees of RUM Group Inc., the indirect majority shareholder of Northern Data AG, and will stand for reelection at the upcoming Annual General Meeting.
Assets held for sale
In May 2026, Management decided to retain and redeploy certain GPU assets that had previously been classified as held for sale as of March 31, 2026. The decision was driven by the Group’s strategic and operational requirements and reflects Management’s revised intention to utilize the assets within the Group’s operations rather than dispose of them.
As a result of this decision, the criteria for classification as held for sale are no longer met. Accordingly, the Group expects to discontinue the held-for-sale classification of the affected assets in future financial reporting periods and account for the assets in accordance with the applicable IFRS requirements.
Change in the classification of the investment in G Core Holding S.A.
In July 2026, the Group entered into amended arrangements relating to its investment in G Core Holding S.A.. As a result of changes to the governance and decision-making rights established under the amended agreements, Management concluded that the Group no longer has significant influence over G Core Holding S.A..
Accordingly, G Core Holding S.A. ceased to be an associate of the Group from July 2026 and will no longer be accounted for using the equity method in future reporting periods. The accounting implications of the loss of significant influence are being assessed and will be reflected in the Group’s financial statements for the period in which the change occurred.
Investment in Wildcat One AG
In May 2026, the Group invested EUR 1.2 million in Wildcat One AG and acquired a 30.6% ownership interest. In addition, under the terms of the investment agreement, the Group committed to provide up to a further EUR 2.7 million of funding, subject to the achievement of specified milestones by the investee.
The investment was completed after the reporting date and therefore was not recognized in the Interim Group Financial Statements as of March 31, 2026.
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Fair value of the contingent consideration after the reporting date
In June 2026, Management obtained confirmation from the acquirer of the Peak Mining business that it intends to retain and utilize the Corpus Christi sites in its operations rather than pursue a near-term sale. Based on this information, Management no longer considers an imminent sale of the sites to be probable and has updated the key assumptions used in estimating the fair value of the related contingent consideration receivable.
Following valuation analyses performed during June 2026, Management estimated that the fair value of the contingent consideration receivable could decrease by approximately EUR 83.8 million compared to the carrying amount recognized as of March 31, 2026. Following this reassessment, the fair value of the contingent consideration receivable is estimated at approximately EUR 20.1 million.
The reassessment primarily relates to the expected timing and probability of future proceeds associated with the Corpus Christi sites, the present value of expected future cash flows and assumptions regarding future Bitcoin prices, which remain a significant driver of the estimated fair value of certain components of the contingent consideration arrangement.
The reduction in estimated fair value primarily reflects Management’s updated assumptions regarding the likelihood and timing of a future sale of the Corpus Christi sites. While the contractual entitlement to participate in future sale proceeds remains in place, the revised valuation reflects the purchaser’s stated intention to retain and utilize the sites in its operations rather than pursue a near-term sale.
Swedish VAT assessment and related investigations
On April 13, 2026, the Group received the Swedish Tax Agency’s final decision in respect of Decentric Europe B.V., dated March 30, 2026, assessing VAT of SEK 250.3 million, tax surcharges of SEK 50.1 million and accrued interest of SEK 35.2 million, for a total assessment of SEK 335.6 million (approximately EUR 30 million).
On May 13, 2026, Decentric Europe B.V. paid the assessed amount. Subsequently, payment respite (“anstånd”) was granted by the Swedish Tax Agency and the amount was refunded to the Group. As at the date of authorization of these Interim Group Financial Statements, the refunded amount had not yet been received in the Group’s bank accounts.
On July 31, 2026, Decentric Europe B.V. filed its grounds of appeal against the decision of March 30, 2026, with the Administrative Court (Förvaltningsrätten).
On June 30, 2026, the Swedish Tax Agency issued its final decision in respect of Hydro66 Svenska AB, assessing VAT of SEK 164.6 million, tax surcharges of SEK 24.7 million and accrued interest of SEK 19.5 million, for a total assessment of SEK 208.8 million (approximately EUR 18.8 million). The Group disputes the assessment and is pursuing available administrative and legal remedies. The Group applied for payment respite (“anstånd”), and on July 29, 2026 the Swedish Tax Agency granted anstånd in respect of the full assessed amount.
Further details regarding these matters, including Management’s assessment under IAS 37 and the related contingent liability disclosures, are provided in Note 4.4 “Other significant events and transactions”. These developments do not result in any adjustment to the amounts recognized as of March 31, 2026.
Power generators
On June 21, 2026, the Group exercised an option to acquire certain power generators and thereby entered into a binding commitment to purchase them for approximately USD 26 million (approximately EUR 23 million), excluding transactionrelated costs. The acquisition was completed on July 23, 2026, when legal title to the generators transferred to the Group. As the transaction occurred after the reporting date of March 31, 2026, no adjustment has been made to the carrying amounts recognized in these Interim Group Financial Statements.The acquisition was completed on July 23, 2026, and the legal title to the equipment was transferred to the Group. As the transaction occurred after the reporting date of March 31, 2026, no adjustment has been made to the carrying amounts recognized in these Interim Group Financial
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Directors’ dealings
The following table presents transactions by persons discharging managerial responsibilities and persons closely associated with them that occurred after the reporting date of March 31, 2026:
| Notifiable | Communication from | Date
of transaction |
Type of transaction | Price
in EUR (aggregated) |
Volume
in EUR thousand (aggregated) |
|||||
| ART Holding GmbH | 6/22/2026 | 6/17/2026 | Exchange of a total of 744,150 shares in Northern Data AG for a total of 772,264 newly issued Class A common shares of Rumble Inc. (ISIN US78137L1052) in connection with the closing of the voluntary public exchange offer of Rumble Deutschland AG to the shareholders of Northern Data AG | not numerable | not numerable | |||||
| Liebling Kronberg Capital GmbH | 6/30/2026 | 6/19/2026 | Exchange of a total of 63,363 Shares in Northern Data AG for a total of 128,506.50 newly issued Class A common shares of Rumble Inc. (ISIN US78137L1052) in connection with the closing of the voluntary public exchange offer of Rumble Deutschland AG to the shareholders of Northern Data AG at the offered exchange ratio of 1 to 2.0281 | not numerable | not numerable | |||||
| Dr. Tom Oliver Schorling | 6/30/2026 | 6/29/2026 | Exchange of a total of 20,770 Shares in Northern Data AG for a total of 42,123.637 newly issued Class A common shares of Rumble Inc. (ISIN US78137L1052) in connection with the closing of the voluntary public exchange offer of Rumble Deutschland AG to the shareholders of Northern Data AG at the offered exchange ratio of 1 to 2.0281 | not numerable | not numerable |
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