08/28/2026 | Press release | Distributed by Public on 08/28/2026 14:14
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).
6
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 | ) | ||
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