Tether Takes €635M Claim on Rumble via Loan and Near-Free Warrants
Concentrated Counterparty
Company Background
RUM Group Inc. — trading on Nasdaq as RUM and previously known as Rumble Inc. — operates a video-sharing platform and cloud infrastructure business that reached $100.6 million in annual revenue for 2025, the first time in company history. The core video and advertising business generates roughly $25 million per quarter and has posted consistent net losses; Q1 2026 net loss was $30.3 million on $25.5 million in revenue.
In February 2025, Tether made a $775 million strategic investment in Rumble, buying shares and receiving a derivative that settled into equity. That deal made Tether simultaneously Rumble's largest outside shareholder and the underwriter of its Northern Data acquisition, which closed on June 17, 2026. Rumble acquired approximately 85.2% of Northern Data's outstanding shares through a stock-for-stock exchange offer, with the acquisition adding roughly 22,000 high-end NVIDIA GPUs and more than 200 MW of data center power capacity. Northern Data has raised its full-year 2026 revenue outlook to €170–190 million, up from a prior range of €130–150 million.
Under the name change effective June 18, 2026, the parent company is now RUM Group Inc., with Rumble (video platform) and Quake AI (the combined Northern Data and Rumble Cloud GPU infrastructure) as its two main businesses.
What Was Disclosed
On June 18, 2026 — the day after the Northern Data acquisition closed — a newly formed Irish subsidiary of Rumble called Rumble Freedom First Holding Limited entered into a €317,533,400.90 secured five-year term loan with Tether. The facility, which matures on June 18, 2031, bears interest at EURIBOR plus a 3% annual margin. The borrower group encompasses Irish HoldCo and its subsidiaries, which is to say the entire Northern Data business. The loan did not bring new cash into the company; it represents Tether transferring 50% of its pre-existing receivable under a November 2, 2023 floating-rate loan originally made to Northern Data onto Rumble's balance sheet.
As consideration for the remaining 50% of that same receivable — also €317,533,400.90 — Tether received a pre-funded warrant entitling it to purchase up to 46,719,910 shares of Rumble Class A common stock at an exercise price of $0.0001 per share. The number of warrant shares was set by dividing that euro amount (converted to USD) by $7.88. Because the exercise price is effectively zero, the warrant represents an immediate economic transfer of equity worth, at the $7.88 reference price, roughly $368 million. The warrant was issued in a private placement without registration under the Securities Act.
The credit agreement gives Tether a one-time right on June 18, 2027 to convert the entire outstanding loan balance into Rumble Class A shares at the greater of the stock's 10-day volume-weighted average price on that date or $7.88 per share. The security package is extensive: all Northern Data shares held by Rumble, and all equity interests in any entity in the chain above them, must be pledged to Tether within 30 days of closing. The same filing also disclosed the legal name change of the parent company from Rumble Inc. to RUM Group Inc., effective at the close of business on June 18, 2026.
Why It Matters
The June 18 instruments cap an accumulation of Tether equity claims that began well before this transaction. On June 17, the closing date itself, Tether received 36,703,354 shares of Rumble Class A common stock plus a pre-funded warrant for 51,544,399 shares as consideration for tendering its Northern Data shares, and a separate pre-funded warrant for 4,599,365 shares under an equity commitment agreement. Adding the June 18 warrant of 46,719,910 shares, Tether holds or has near-zero-cost rights to acquire a total of approximately 139.6 million shares on top of whatever it owned prior to the transaction — against a pre-acquisition Class A share count of roughly 215 million. To manage this concentration, the terms impose a 9.9% voting power cap, routing excess shares into pre-funded warrants rather than outright Class A stock; Tether's shares are also subject to a standstill and transfer restrictions under a transaction agreement amendment signed June 17.
The Tether relationship now spans virtually every dimension of the business. Tether is the company's secured lender with a lien on Northern Data, its largest potential equity holder via warrants, a committed advertiser under a $100 million two-year advertising agreement announced in March 2026, and the co-developer of Rumble Wallet. One item initially flagged as a revenue source did not materialize: a customer agreement under which Tether would have purchased up to $75 million per year of GPU services over two years was not signed. Management stated that both parties mutually agreed to skip it given favorable GPU market conditions and Northern Data's already near-full utilization.
The scale of the Tether loan relative to Rumble's standalone financials is notable — the video business generated roughly $100 million in full-year 2025 revenue — but the Northern Data subsidiary that sits under the pledged collateral is the entity with the larger and faster-growing revenue base. Northern Data's €43 million first-quarter revenue and rising GPU utilization mean the combined business has a meaningfully different financial profile than Rumble's historical filings alone would suggest. Investors now need to assess the terms of an Irish-law credit agreement on a five-year clock, with a conversion event in June 2027 that could add tens of millions of additional diluted shares depending on the stock price at that time.
