Large owner Tether Global Investments Fund, S.I.C.A.F., S.A. acquired 36,703,354 shares (SEC Form 4)
$RUM
Computer Software: Programming Data Processing
Technology
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
RUM Group Inc. [ RUM ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/17/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock, par value $0.0001 per share | 06/17/2026 | J(1) | 36,703,354 | A | (1) | 141,877,369 | I(2) | By Tether Investments, S.A. de C.V. | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrant | $0.0001 | 06/17/2026 | J(3) | 51,544,399 | 06/17/2026 | 06/17/2036 | Class A Common Stock | 51,544,399 | (3) | 51,544,399 | I(2) | By Tether Investments, S.A. de C.V. | |||
| Pre-Funded Warrant | $0.0001 | 06/17/2026 | P(4) | 4,599,365 | 06/17/2026 | 06/17/2036 | Class A Common Stock | 4,599,365 | $7.8799 | 56,143,764 | I(2) | By Tether Investments, S.A. de C.V. | |||
| Pre-Funded Warrant | $0.0001 | 06/18/2026 | J(5) | 46,719,910 | 06/18/2026 | 06/18/2036 | Class A Common Stock | 46,719,910 | $7.8799 | 46,719,910 | I(2) | By Tether Investments, S.A. de C.V. | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to the Transaction Support Agreement, dated as of November 10, 2025 (the "TSA"), by and between Tether Investments, S.A. de C.V. ("Tether Investments") and RUM Group Inc. (f/k/a Rumble Inc.) (the "Issuer"), at the Closing (as defined in the TSA), the Issuer issued to Tether Investments 2.0281 shares of its Class A common stock, par value $0.0001 per share ("Class A Common Stock") for each no-par value bearer share of Northern Data AG sold to the Issuer by Tether Investments. The market price per share of Class A Common Stock was $7.39 per share at the close of business June 16, 2026. |
| 2. The shares reported herein are directly owned by Tether Investments, a wholly-owned subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.). Mr. Devasini holds a greater than 50% voting interest in Tether Global Investments Fund, S.I.C.A.F., S.A. and thus indirectly holds voting and dispositive power with respect to the securities held by Tether Global Investments Fund, S.I.C.A.F., S.A., including securities held by Tether Investments, its wholly-owned subsidiary. As such, each of Tether Global Investments Fund, S.I.C.A.F., S.A. and Mr. Devasini may be deemed to have beneficial ownership of the shares directly held by the Tether Investments. Each such entity or person disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
| 3. Pursuant to the TSA, to the extent that the issuance of Class A Common Stock to Tether Investments as consideration under the TSA would result in Tether Investments and its affiliates owning more than 9.9% of the outstanding voting power of the capital stock of the Issuer (the "Voting Limitation"), the Issuer instead delivered to Tether Investments a pre-funded warrant (a "Pre-Funded Warrant") exercisable on a cashless basis into such number of shares of Class A Common Stock so that the shares of Class A Common Stock to be owned by Tether Investments and its affiliates following the Closing will not exceed the Voting Limitation. |
| 4. Pursuant to the Equity Commitment Agreement, dated as of November 10, 2025 (the "ECA") by and between Tether Investments and the Issuer, at the Closing (as defined in the TSA), the Issuer drew down approximately $36.2 million in exchange for Pre-Funded Warrants, which were issued in lieu of delivering shares of Class A Common Stock due to the Voting Limitation contained in the ECA. |
| 5. Pursuant to the Sale and Transfer and Amendment and Restatement Agreement, dated as of November 10, 2025 (the "Sale and Transfer Agreement") by and among Tether Investments, Northern Data AG and the Issuer, Tether Investments sold to a subsidiary of the Issuer the receivable under Northern Data's loan agreement, with Tether Investments as lender, in exchange for (i) Pre-Funded Warrants exercisable on a cashless basis into such number of shares of Class A Common Stock equal to 50% of the value of such receivable divided by $7.8799 and (ii) a new loan agreement with Tether Investments as lender and principal balance equal in value to the remaining 50% of the receivable. |
| /s/ Omar Rossi, Sole Administrator of Tether Global Investments Fund, S.I.C.A.F., S.A. | 06/22/2026 | |
| /s/ Giancarlo Devasini, as Sole Administrator of Tether Investments, S.A. de C.V. | 06/22/2026 | |
| /s/ Giancarlo Devasini | 06/22/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||