CF Acquisition Corp. VI

The NDAG acquisition transforms RUM from a video platform into a combined video + AI/cloud infrastructure company with $913.8M in property and equipment and $358.8M in convertible debt, materially changing the risk profile for remaining CFVI/RUM shareholders. The convertible note can convert into ~45.9M Class A shares at $7.88 floor before June 2027, creating significant potential dilution.

Q3 guidance of $87–93 million is roughly double Q2 revenue and depends on a full quarter of Northern Data rather than organic growth. The $3 billion-plus figure is the company's own estimate of a 2027 opportunity from capacity that is not yet monetized, and rests on assumptions it points to in a separate presentation.

Rumble's own shareholder approval here is by written consent, not a meeting vote — the document registers a Schedule 14C information statement and a Section 228(e) DGCL notice, which means Rumble holders are being informed of an action already approved rather than asked to vote on it. The transaction also requires a charter amendment increasing Rumble's authorized share capital, the mechanical precondition for issuing the offer shares. Northern Data shareholders receive a parallel German takeover offer document whose securities prospectus was approved by BaFin and is attached as Annex O.

Officer exculpation narrows the personal liability of officers for duty-of-care breaches, and this is the year Rumble asks for it — by the 2025 meeting the ballot had reverted to director elections and an auditor ratification only. The proxy also records that Withum's audit reports on the SPAC contained explanatory paragraphs expressing substantial doubt about CFVI's ability to continue as a going concern if it did not complete a combination.

This is a court-approved Canadian plan of arrangement wrapped inside a US registration statement, so closing depends on an Ontario court as well as on the shareholder vote. The share issuance is split across three classes under Nasdaq Listing Rule 5635: up to 63,245,836 shares of Class A common stock, 168,956,526 of Class C and 106,428,676 of Class D. A capital structure with separate Class C and Class D lines this large is where a single 'shares issued' figure stops meaning anything. Stockholders also elect six directors of the combined entity. The meeting date and time are left blank.

The Nasdaq Listing Rule 5635 issuance proposals set out the scale: up to 63,245,836 shares of Class A Common Stock, 168,956,526 shares of Class C Common Stock and 106,428,676 shares of Class D Common Stock under the Business Combination Agreement, up to a further 168,956,526 Class A shares issuable on conversion of ExchangeCo Exchangeable Shares, and up to 8,500,000 Class A shares under the PIPE Investment. Stockholders also elect six directors of the Combined Entity, approve a Stock Incentive Plan, approve charter amendments and an adjournment proposal.

What changed: The filing is an Amendment No. 1 to a Current Report on Form 8-K, filed on August 28, 2026, which amends and supplements the Original Form 8-K filed on June 17, 2026. The amendment includes the consolidated financial statements of Northern Data AG (the acquired business) and pro forma financial information for RUM Group Inc., as required by Item 9.01 of Form 8-K. Specifically, it incorporates by reference the audited consolidated financial statements of Northern Data for the years ended December 31, 2025 and 2024 from a previously filed Form S-4, attaches unaudited consolidated financial statements of Northern Data for the three months ended March 31, 2026 (Exhibit 99.2), and attaches unaudited pro forma condensed combined financial information for RUM Group Inc. for the six months ended June 30, 2026 and the year ended December 31, 2025 (Exhibit 99.1). Why it matters: This filing provides the mandatory financial data necessary for investors to evaluate the combined entity following the consummation of the acquisition of approximately 85.2% of Northern Data AG shares by RUM Group Inc. on June 17, 2026. The inclusion of pro forma financials allows investors to assess the historical financial impact of the transaction, while the auditor's consent (Exhibit 23.1) confirms the validity of the included Northern Data financial statements.

What changed: Paul Cappuccio resigned from the Board of Directors of RUM Group Inc. effective August 21, 2026, reducing the Board size to five directors. Why it matters: The resignation is attributed to Mr. Cappuccio accepting a role as Chief Legal Officer at Reddit, Inc., and the filing explicitly states it is not due to any disagreement with the Company regarding operations, policies, or practices.

What changed: RUM Group Inc. filed an 8-K on August 24, 2026, disclosing a binding term sheet for a warrant to purchase up to 50,808,408 shares of Class A common stock at $0.01 per share, issued to a U.S.-based third-party cloud customer in connection with a six-year commercial agreement for approximately $13.7 billion in GPU services at the Company's Maysville, GA site. The filing also supplements risk factors to disclose that the Company does not currently have financing to fund the substantial capital investment required for this agreement and remains obligated to perform even if it cannot obtain necessary debt or equity financing. Why it matters: The document confirms a major revenue contract ($13.7B) but simultaneously reveals a critical execution risk: the Company lacks current funding for the project and has no financing contingency in the deal, exposing investors to potential default, dilution from future equity raises, or increased leverage if capital markets are unfavorable. Additionally, the warrant issuance introduces significant potential dilution (over 50 million shares) tied to performance milestones, with specific restrictions on transferability and exercise methods.

What changed: RUM Group (formerly Rumble, the CFVI merger target) closed its ~85% acquisition of Northern Data AG on June 17, 2026 for $1.52B in stock, pre-funded warrants, and a €317.5M convertible note to Tether, adding $887M in PP&E and $411.5M in goodwill. Q2 2026 revenue rose 61% YoY to $40.4M, but net loss widened to $80.9M from $30.2M, driven by $28.3M in acquisition-related transaction costs. Why it matters: The NDAG acquisition transforms RUM from a video platform into a combined video + AI/cloud infrastructure company with $913.8M in property and equipment and $358.8M in convertible debt, materially changing the risk profile for remaining CFVI/RUM shareholders. The convertible note can convert into ~45.9M Class A shares at $7.88 floor before June 2027, creating significant potential dilution.

What changed: Exhibit 99.1 to an 8-K of RUM Group Inc. (Nasdaq: RUM): the August 10, 2026 press release reporting Q2 2026 results. Revenue was $40,366,736, up 61% year over year and 58% sequentially, of which Northern Data AG contributed $10.1 million from its June 17, 2026 acquisition date; the company secured approximately 85.2% of Northern Data's outstanding shares, renamed the parent RUM Group Inc. and realigned into two business units, Rumble and Quake AI. Rumble video revenue was $30.3 million, up 21%. Why it matters: Q3 guidance of $87–93 million is roughly double Q2 revenue and depends on a full quarter of Northern Data rather than organic growth. The $3 billion-plus figure is the company's own estimate of a 2027 opportunity from capacity that is not yet monetized, and rests on assumptions it points to in a separate presentation.