RUM Group Buys 8.26 Million Northern Data Shares From Tether, Pushing Its Stake To 98%
A pre-funded warrant for 16.74 million RUM shares was the currency, with squeeze-out proceedings under German law now the next step toward full ownership.
RUM Group lifted its ownership of Northern Data from roughly 85% to roughly 98% on Wednesday, acquiring 8,256,155 shares from Tether in a transaction that sets up a compulsory buyout of the remaining minority under German corporate law.
What The 8-K Says
The deal closed Wednesday under a Transaction Support Agreement that RUM Group and Tether signed on November 10, 2025. Rather than paying cash, RUM issued Tether a pre-funded warrant entitling it to buy up to 16,744,307 shares of Class A common stock at an exercise price of $0.0001 per share — an exchange ratio of about 2.0281 RUM shares for each Northern Data share delivered, according to the SEC filing.
The warrant was issued in a private placement, exempt from Securities Act registration under Section 4(a)(2) and Rule 506(b) of Regulation D, relying on the accredited-investor exemption. The filing was signed Friday by Maurice F. Edelson, RUM Group's General Counsel and Corporate Secretary.
The Path To 100%
With roughly 98% of Northern Data now in hand, RUM Group said it intends to commence squeeze-out proceedings under the German Stock Corporation Act — a mechanism that would compel the remaining roughly 2% of minority shareholders to sell, bringing ownership to 100%.
Wednesday's transfer was the final execution of a commitment made public before this filing; the November 2025 Transaction Support Agreement with Tether had already been disclosed, making the closing a completion of a previously announced obligation rather than a new strategic move.
The consolidation of Northern Data traces back to June, when RUM Group entered the AI infrastructure business by acquiring Northern Data in an all-stock deal valued at about $767 million, according to Yahoo Finance. That transaction also brought Quake AI into the company as a second operating unit alongside its Rumble media platform.
The Dilution Math
The pre-funded warrant adds up to 16,744,307 Class A shares to RUM Group's potential share count — the price Tether accepted in lieu of cash for its Northern Data position. At $0.0001 per share, the exercise price is effectively nominal, meaning Tether can convert the warrant into shares at any time for a negligible outlay.
Separately, under a six-year agreement with Anthropic, Anthropic can purchase up to 51 million RUM shares at $0.01 per share. RUM shares closed at $7.58 on Friday, down 0.85% (market data).
The formal launch of squeeze-out proceedings under the German Stock Corporation Act is the next dated milestone — once complete, it would eliminate Northern Data's remaining minority shareholders and give RUM Group sole ownership of the AI infrastructure business it began assembling in June.
