Rumble Files S-4 for Northern Data Business Combination and Share Issuance

As filed with the U.S. Securities and Exchange Commission on April 13, 2026.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________________

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

______________________________

Rumble Inc.
(Exact name of registrant as specified in its charter)

______________________________

Rumble Inc.

444 Gulf of Mexico Dr

Longboat Key, Florida 34228

Tel No.: (941) 210-0196

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

______________________________

Chris Pavlovski

Chief Executive Officer and Chairman

Rumble Inc.

444 Gulf of Mexico Dr

Longboat Key, Florida 34228

Tel No.: (941) 210-0196

(Address, including zip code, and telephone number, including area code, of agent of service)

______________________________

Copies to:

______________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the transactions described in the enclosed prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement contains a joint information statement/prospectus comprising the following (defined terms are as defined in the accompanying joint information statement/prospectus):

(A)    a prospectus in connection with the issuance of Rumble Class A Common Shares in the Takeover Offer described herein, which will be used to register with the SEC the offer and sale of Rumble Class A Common Shares in the Takeover Offer to the holders of Northern Data Shares; and

(B)    a written information statement of the type contemplated by the Exchange Act containing (i) the information specified in Schedule 14C under the Exchange Act concerning the Written Consent described herein, approving the transactions contemplated by the Business Combination Agreement, dated as of November 10, 2025, by and between Rumble and Northern Data, including the associated issuance of Rumble Class A Common Shares and the Charter Amendment to increase the authorized share capital of Rumble and (ii) the notice of action by written consent required by Section 228(e) of the DGCL in connection with the Written Consent.

Contemporaneously with the delivery of the joint information statement/prospectus contained in this registration statement, Northern Data Shareholders will also receive a German takeover offer document published by Rumble containing the securities prospectus that was approved by the German Federal Financial Supervisory Authority (BaFin) in accordance with applicable European and German law, which contains substantially similar information to the joint information statement/prospectus contained in this registration statement to the extent it addresses the same matters. A copy of the securities prospectus is also attached hereto as Annex O.

The joint information statement/prospectus and the securities prospectus are substantively similar, except as set forth in the table below:

The information in this preliminary joint information statement/prospectus is not complete and may be changed. We may not distribute or issue the securities being registered pursuant to this registration statement until the registration statement, as filed with the Securities and Exchange Commission (of which this preliminary joint information statement/prospectus is a part), is effective. This preliminary joint information statement/prospectus is not an offer to sell nor should it be considered a solicitation of an offer to buy the securities described herein in any state where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED APRIL 13, 2026

JOINT INFORMATION STATEMENT/PROSPECTUS AND NOTICE OF ACTION BY WRITTEN CONSENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

April    , 2026

Dear Rumble Stockholders and Northern Data Shareholders:

On behalf of the board of directors (the “Rumble Board”) of Rumble Inc., a Delaware corporation (“Rumble”), I am pleased to enclose the joint information statement/prospectus relating to the proposed combination of Rumble and Northern Data AG, a German stock corporation (Aktiengesellschaft) registered with the commercial register of the local court of Frankfurt am Main, Germany, under HRB 106465 (“Northern Data”, and together with its subsidiaries, the “ND Group”).

On November 10, 2025, Rumble and Northern Data entered into a Business Combination Agreement (the “Business Combination Agreement”). The Business Combination Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Rumble will submit a voluntary public exchange offer (the “Takeover Offer”) to all shareholders of Northern Data (the “Northern Data Shareholders”) to acquire each issued and outstanding no-par value bearer share of Northern Data (a “Northern Data Share”) in exchange for shares of Class A common stock of Rumble (“Rumble Class A Common Shares”), and that each Northern Data Share validly tendered and accepted for exchange will be exchanged for 2.0281 Rumble Class A Common Shares (the “Offer Shares” and, such exchange offer ratio, the “Offer Exchange Ratio”), subject to the satisfaction or waiver of the conditions to the Takeover Offer, as further described herein.

Rumble believes the business combination between Rumble and Northern Data (the “Business Combination”) will enable Rumble to realize several strategic benefits, as further described in the section entitled “The Business Combination — Rumble’s Reasons for the Business Combination,” including significantly increasing its vertically integrated product offering in the cloud and data center business with scale in compute capacity, energy and cost efficiencies, expanding its international footprint, gaining Tether (as defined below) as a graphics processing unit customer following the closing and accelerating creator, video and advertising AI innovation.

The closing and settlement of the Takeover Offer are subject to the satisfaction or, if permissible, waiver of, certain conditions described in the section “The Takeover Offer — Conditions to the Takeover Offer.” The offer is scheduled to expire at the end of the acceptance period on May 9, 2026, 6:01 Central European Summer Time (“CEST”), unless extended or earlier terminated. Northern Data Shareholders who have not yet accepted the Takeover Offer within the initial acceptance period may still accept the offer within 10 U.S. business days after the date on which the results of the Takeover Offer are published on Rumble’s website.

The Takeover Offer is being made for the securities of a German company that does not have securities registered under section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Takeover Offer is not subject to section 14(d) of the Exchange Act or Regulation 14D thereunder. Further, in reliance on the cross-border exemption provided by rule 14d-1(c) (the “Tier 1” exemption) based on the percentage of Northern Data Shares held by U.S. holders (as determined based on an inquiry performed by Rumble as of a date prior to the announcement of the Takeover Offer), the Takeover Offer is exempt from Rules 14e-1 and 14e-2 of Regulation 14E under the Exchange Act. See “Questions and Answers — Is the Takeover Offer subject to U.S. tender offer rules?”.

The Rumble Class A Common Shares currently trade on the Nasdaq Global Market (the “Nasdaq”) under the ticker symbol “RUM.” On April    , 2026, the last practicable trading day before the date of this joint information statement/prospectus, the closing price of the Rumble Class A Common Shares was $            per share. You should be aware that because the number of shares being issued in exchange for each Northern Data Share as consideration in the Business Combination is fixed, the value of the consideration holders of Northern Data Shares will receive in the Business Combination will fluctuate as the market price of Rumble Class A Common Shares changes.

Concurrently with the execution and delivery of the Business Combination Agreement, Rumble and Tether Investments, S.A. de C.V. (“Tether”) entered into a transaction support agreement, pursuant to which, among other things, Tether agreed to sell, and Rumble agreed to purchase, all of the Northern Data Shares owned by Tether as of immediately prior to the closing of the Takeover Offer. Tether owned 43,512,526 Northern Data Shares as of April 6, 2026. Under the

agreement, Rumble agreed to issue new Rumble Class A Common Shares to Tether at the Offer Exchange Ratio as set forth in the Business Combination Agreement as the consideration for its purchase of the Northern Data Shares owned by Tether. The closing of the transactions contemplated under the transaction support agreement with Tether is subject to closing conditions, including the satisfaction of the conditions to the Takeover Offer, and, subject to the satisfaction or waiver of such conditions, would occur immediately prior to the closing of the Takeover Offer. Concurrently with the execution and delivery of the transaction support agreement with Tether, Rumble also entered into transaction support agreements with ART Holding GmbH and Aroosh Thillainathan (collectively, the “ART Sellers”) and Apeiron Investment Group Ltd., Malta (“Apeiron”), pursuant to which the ART Sellers and Apeiron agreed to sell, and Rumble agreed to purchase, all of the Northern Data Shares owned by the ART Sellers and Apeiron as of immediately prior to the closing of the Takeover Offer, in each case in exchange for new Rumble Class A Common Shares at the Offer Exchange Ratio. The ART Sellers owned 744,150 Northern Data Shares as of the date of the Business Combination Agreement, and Apeiron owned 2,246,399 Northern Data Shares as of the date of the Business Combination Agreement. The transaction support agreements with the ART Sellers and Apeiron contain substantially similar terms to the Tether Agreement, and together with the transaction support agreement with Tether, are referred to as the “Transaction Support Agreements.” As of April 6, 2026, Tether, the ART Sellers and Apeiron owned Northern Data Shares representing approximately 72% of Northern Data’s share capital.

The issuance of Rumble Class A Common Shares pursuant to the Takeover Offer and the Transaction Support Agreements, as well as the potential issuance of Rumble Class A Common Shares pursuant to the Rumble Equity Commitment Agreement and the Amended Northern Data Loan Agreements (in each case as defined herein), up to the aggregate maximum amount described herein under “Written Consent — Rumble Share Issuance”, are referred to, collectively, as the “Rumble Share Issuance.”

In connection with the Business Combination Agreement and the transactions contemplated thereby, including the Rumble Share Issuance, the Rumble Board also approved, subject to the effectiveness of the stockholder approval evidenced by the Written Consent (as defined below), a certificate of amendment to the Second Amended and Restated Certificate of Incorporation of Rumble Inc. to increase the number of authorized Rumble Class A Common Shares from 700 million to 1.4 billion and thereby increase the total number of shares of all classes of stock that Rumble is authorized to issue to 1.7 billion shares (the “Charter Amendment”).

The Business Combination Agreement has been approved by the Rumble Board and by the management board and the supervisory board of Northern Data. Immediately following the execution of the Business Combination Agreement, Rumble sought and obtained a written consent from Chris Pavlovski, together with his affiliates, in his capacity as the record and beneficial owner of a majority of the combined voting power of the outstanding capital stock of Rumble, approving and adopting, among other things, the Business Combination Agreement and the transactions contemplated thereby (the “Written Consent”), including the Rumble Share Issuance and the Charter Amendment, as further described herein. A copy of the Written Consent is attached hereto as Annex L.

Notice and Information Statement for Rumble Stockholders

We are furnishing this notice and the accompanying joint information statement/prospectus to the stockholders of Rumble in connection with action taken by the Written Consent pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”) and Rumble’s Amended and Restated Bylaws. The purpose of this notice is to notify our stockholders that, on November 10, 2025, Chris Pavlovski (the “Majority Stockholder”), together with his affiliates as holders of the majority of our outstanding voting capital stock, executed the Written Consent approving the Business Combination Agreement and the transactions contemplated thereby, including the Rumble Share Issuance and the Charter Amendment. The accompanying joint information statement/prospectus was furnished on April    , 2026 to our stockholders in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated by the U.S. Securities and Exchange Commission (the “SEC”) thereunder, for the purpose of informing our stockholders of the action taken by the Written Consent. The joint information statement/prospectus also constitutes notice under Section 228 of the DGCL that the action was approved by the written consent of the Majority Stockholder. The Board is not soliciting your proxy in connection with the adoption of these resolutions and proxies are not requested from stockholders. You are urged to read the accompanying joint information statement/prospectus in its entirety for a description of the action taken by the Majority Stockholder.

Pursuant to Rule 14c-2(b) promulgated by the SEC under the Exchange Act, the actions approved by the Majority Stockholder cannot become effective until 20 days from the date of mailing of the definitive information statement to our stockholders.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. NO VOTE OR OTHER ACTION OF RUMBLE STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THE JOINT INFORMATION STATEMENT/PROSPECTUS.

Prospectus for Northern Data Shareholders

We are furnishing the accompanying joint information statement/prospectus to the Northern Data Shareholders in connection with the Rumble Share Issuance contemplated by the Takeover Offer under the Business Combination Agreement in order to provide information to Northern Data Shareholders relating to Rumble, the Rumble Class A Common Shares being issued in the Takeover Offer to tendering Northern Data Shareholders and the Business Combination Agreement and the transactions contemplated thereby.

Contemporaneously with the delivery of this joint information statement/prospectus, Northern Data Shareholders will also receive a German takeover offer document (the “Offer Document”), which will contain information about how you can participate in the Takeover Offer and the deadlines applicable to the Takeover Offer. We urge you to read the Offer Document in full because it describes the procedures to be followed for participation in the Takeover Offer. Additionally, this information is summarized in the section of this document entitled “The Takeover Offer.” The Offer Document also includes a securities prospectus that Rumble prepared in accordance with applicable European and German law for purposes of the public offer of the Rumble Class A Common Shares to the holders of Northern Data Shares in Germany in connection with the Takeover Offer described herein, which contains substantially similar information to this joint information statement/prospectus to the extent it addresses the same matters. A copy of the securities prospectus is also attached hereto as Annex O.

In reviewing this document, you should carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 11 of this joint information statement/prospectus.

On behalf of Rumble, thank you for your consideration and continued support as we look forward to the successful completion of the Business Combination.

Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Business Combination or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense.

This document is dated April    , 2026, and is first being mailed to Rumble stockholders on or about April    , 2026.

ADDITIONAL INFORMATION

This joint information statement/prospectus, which forms a part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Rumble (File No. 333-            ), constitutes a prospectus of Rumble under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) with respect to the shares of Class A common stock of Rumble (the “Rumble Class A Common Shares”) to be issued to Northern Data Shareholders pursuant to the Takeover Offer. This joint information statement/prospectus also constitutes an information statement of Rumble under Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), informing Rumble Stockholders of the approval of the Business Combination Agreement and the transactions contemplated thereby, including the Rumble Share Issuance and the Charter Amendment, pursuant to the Written Consent.

This document incorporates important business and financial information about Rumble filed with the SEC that is not included in or delivered with this document. Rumble is subject to the informational requirements of the Exchange Act and accordingly files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. You can obtain any of the documents filed with the SEC by Rumble at no cost from the SEC’s website at www.sec.gov. You may also request copies of these documents, including documents incorporated by reference into this document, at no cost, by contacting Rumble. Please see the section of this document entitled “Where You Can Find More Information” for a more detailed description of the information incorporated by reference into this joint information statement/prospectus and how you may obtain it.

No person is authorized to provide any information with respect to the matters that this document describes that is different from, or in addition to, the information contained in this joint information statement/prospectus or in any of the materials that have been incorporated by reference into this joint information statement/prospectus. Therefore, if anyone distributes any such information, you should not rely on it. This document does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. If you are in a jurisdiction where offers to exchange or sell or solicitations of offers to exchange or purchase the securities offered by this joint information statement/prospectus are not permitted, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this joint information statement/prospectus does not extend to you. The information contained in this joint information statement/prospectus speaks only as of the date of this joint information statement/prospectus or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the delivery of this document nor any distribution of securities made under this document will, under any circumstances, create an implication that there has been no change in the affairs of Rumble or Northern Data since the date of this document or that any information contained herein is correct as of any time subsequent to the date of this document.

TABLE OF CONTENTS

MARKET AND INDUSTRY DATA

Rumble is responsible for the disclosure contained in this joint information statement/prospectus. Information contained in this joint information statement/prospectus concerning the market and the industry in which Rumble and Northern Data compete, including their respective market positions, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by Rumble based on such sources and Rumble’s knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such sources has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. Neither Rumble nor Northern Data has independently verified this third-party information. The industry in which Rumble and Northern Data operate is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this joint information statement/prospectus are subject to change based on various factors, including those described in the sections of this joint information statement/prospectus entitled “Forward-Looking Statements” and “Risk Factors” and elsewhere in this joint information statement/prospectus.

QUESTIONS AND ANSWERS

The following questions and answers are intended to briefly address some commonly asked questions regarding the Business Combination. These questions and answers may not address all questions that may be important to you. You should carefully read this entire document, including its annexes and documents referred to herein, for a more complete understanding of the Business Combination Agreement, the transactions contemplated thereby, including the Takeover Offer, Rumble and Northern Data. You may obtain additional information without charge by following the instructions under “Where You Can Find More Information.”

About the Business Combination

Q:     Why am I receiving this joint information statement/prospectus?

A:     On November 10, 2025, Rumble and Northern Data entered into a Business Combination Agreement (the “Business Combination Agreement”), pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth therein, Rumble has commenced a voluntary public takeover offer to the shareholders of Northern Data (the “Northern Data Shareholders”) for all Northern Data Shares (the “Takeover Offer”) in an effort to combine the businesses of Rumble and Northern Data. In the Takeover Offer, the Northern Data Shareholders are being offered to exchange each of their Northern Data Shares for 2.0281 Rumble Class A Common Shares, which have been contributed by Rumble to its wholly-owned indirect subsidiary, BidCo (as defined below), prior to the Takeover Offer and which are being offered by BidCo as consideration (the “Offer Shares” and, such exchange ratio, the “Offer Exchange Ratio”). See “— What will Northern Data Shareholders receive in the Business Combination?” below.

On March 24, 2026, Rumble Freedom First Holding Limited, Ireland (“Rumble ND HoldCo”), a wholly-owned indirect Irish subsidiary of Rumble formed by Rumble’s direct subsidiary Rumble Cloud Inc., purchased the shelf company Rumble Deutschland AG (formerly: Blitz 24-913 AG, a German stock corporation (Aktiengesellschaft), with its registered office at Maximiliansplatz 17, c/o Blitzstart Services GmbH, 80333 Munich, Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 297230, with its registered seat at Munich and LEI 3912006QN9LSP603Z270) (“BidCo”) for the purpose of conducting, executing, and settling the Takeover Offer. As of the date of this joint information statement/prospectus, BidCo has no material activities other than those related to its formation, its purchase as a shelf company, and the matters contemplated by the Takeover Offer. BidCo does not offer any shares in BidCo but newly issued Rumble Class A Common Shares, which have been contributed by Rumble to BidCo down the chain of Rumble’s aforementioned subsidiaries prior to the Takeover Offer, as consideration in exchange for Northern Data Shares. Accordingly, this joint information statement/prospectus relates to Rumble and the Rumble Class A Common Shares offered in the Takeover Offer. Upon settlement of the Takeover Offer, the Northern Data Shareholders which tendered in the Takeover Offer will become stockholders of Rumble (the “Rumble Stockholders”). Rumble intends for Northern Data to become a wholly-owned, indirect subsidiary of Rumble.

The Business Combination Agreement has been approved by the board of directors of Rumble (the “Rumble Board”) and by the management board and the supervisory board of Northern Data. Immediately following the execution of the Business Combination Agreement, Rumble sought and obtained a written consent from Chris Pavlovski, together with his affiliates (the “Majority Stockholder”), in his capacity as the record and beneficial owner of a majority of the combined voting power of the outstanding capital stock of Rumble, approving and adopting the Business Combination Agreement and the transactions contemplated thereby (the “Written Consent”). Following the consummation of the business combination between Rumble and Northern Data (the “Business Combination”), and assuming that all outstanding Northern Data Shares are exchanged in the Takeover Offer or acquired by Rumble pursuant to the Transaction Support Agreements, it is expected that former Northern Data Shareholders will own, as a result of the tender or sale of their Northern Data Shares, approximately 33.3% of the issued and outstanding Rumble Class A Common Shares immediately following the consummation of the Business Combination, based on

261,063,132 Rumble Class A Common Shares issued and outstanding as of March 30, 2026 (including ExchangeCo Shares, but excluding shares subject to escrow restrictions)2 and assuming 130,197,281 Rumble Class A Common Shares are issued in the Takeover Offer and pursuant to the Transaction Support Agreements.3

Notice and Information Statement for Rumble Stockholders

We are furnishing this notice and the accompanying joint information statement/prospectus to the Rumble Stockholders in connection with action taken by the Written Consent pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”) and the Amended and Restated Bylaws of Rumble (as may be amended, restated or otherwise modified from time to time in accordance with the terms thereof, the “Rumble Bylaws”). The purpose of this notice is to notify the Rumble Stockholders that, on November 10, 2025, the Majority Stockholder executed the Written Consent approving the Business Combination Agreement and the transactions contemplated thereby, including the Rumble Share Issuance and the Charter Amendment, each as defined and as further described below.

The Board is not soliciting your proxy in connection with the adoption of these resolutions and proxies are not requested from Rumble Stockholders. You are urged to read the accompanying joint information statement/prospectus in its entirety for a description of the action taken by the Majority Stockholder.

Prospectus for Northern Data Shareholders

We are furnishing the accompanying joint information statement/prospectus to the Northern Data Shareholders in order to provide Northern Data Shareholders certain information relating to Rumble, the Rumble Class A Common Shares being issued in the Takeover Offer to tendering Northern Data Shareholders and the Business Combination Agreement and the transactions contemplated thereby.

Contemporaneously with the delivery of this joint information statement/prospectus, Northern Data Shareholders will also receive a German takeover offer document (the “Offer Document”), which will contain information about how you can participate in the Takeover Offer and the deadlines applicable to the Takeover Offer. See below under “— If I am a Northern Data Shareholder, where can I receive further information related to the Takeover Offer?”. The Offer Document also includes a securities prospectus (the “German Prospectus”) that Rumble prepared in accordance with applicable European and German law for purposes of the public offer of the Rumble Class A Common Shares to the holders of Northern Data Shares in Germany in connection with the Takeover Offer described herein, which contains substantially similar information to this joint information statement/prospectus to the extent it addresses the same matters. A copy of the German Prospectus is attached hereto as Annex O.

The Business Combination Agreement, which governs the terms of the Business Combination, is attached to this joint information statement/prospectus as Annex A, which annex is incorporated by reference herein. See the section of this document entitled “The Business Combination Agreement” beginning on page 74 of this joint information statement/prospectus for a more detailed summary of the Business Combination Agreement. Additionally, certain additional transaction agreements have been entered into in connection with the Business Combination, consisting of the Transaction Support Agreements, the A&R Registration Rights Agreement, the Transaction Agreement Amendment, the Tether Customer Agreement, the Equity

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2        Based on 192,984,373 Rumble Class A Common Shares and 68,078,759 ExchangeCo Shares issued and outstanding as of March 30, 2026, excluding shares subject to escrow restrictions under the 2022 Business Combination Agreement (which are tied to the achievement of $15.00 and $17.50 trading prices for a certain period of time or upon a change of control in excess of such trading prices, in each case, prior to September 16, 2027). For the avoidance of doubt, Rumble Class A Common Shares issued and outstanding excludes shares issuable upon the exercise of Company Options and warrants and settlement of RSUs. See “Business and Certain Information about Rumble — Security Ownership of Certain Beneficial Owners and Management of Rumble — Explanation of Shares Outstanding” beginning on page 132 of this joint information statement/prospectus for further information regarding Rumble Class A Common Shares outstanding.

3        Based on 64,196,677 Northern Data Shares outstanding as of April      , 2026 and the Offer Exchange Ratio of 2.0281 Rumble Class A Common Shares per Northern Data Share. Assumes that any Pre-Funded Warrants issued to Tether in lieu of Rumble Class A Common Shares are treated the same as Rumble Class A Common Shares. For the avoidance of doubt, Rumble Class A Common Shares issued to Tether pursuant to the initial exchange of 50% of the value of the Existing ND Loan (as defined herein) are not included.

Commitment Agreements, the Tether Marketing Agreement, and the Sale and Transfer and Amendment and Restatement Agreement (each as defined below). Copies of these agreements are attached as Annexes B, C, D, E, F, G, H, I, J and K to this joint information statement/prospectus and are incorporated into this joint information statement/prospectus by reference. See the section entitled “Other Transaction Agreements” beginning on page 84 of this joint information statement/prospectus for a more detailed summary of these agreements.

Rumble Share Issuance and Charter Amendment

As noted above, on November 10, 2025, the Majority Stockholder executed the Written Consent approving the Business Combination Agreement and the transactions contemplated thereby, including the Rumble Share Issuance (as defined below) and the Charter Amendment (as defined below).

The issuance of Rumble Class A Common Shares pursuant to the Takeover Offer and the Transaction Support Agreements (as defined below), as well as the potential issuance of Rumble Class A Common Shares pursuant to the Rumble Equity Commitment Agreement and the Amended Northern Data Loan Agreements (in each case as defined herein), up to the aggregate maximum amount, described more fully in the section of this document entitled “Written Consent — Rumble Share Issuance”, are referred to, collectively, as the “Rumble Share Issuance.” The certificate of amendment to the Second Amended and Restated Certificate of Incorporation of Rumble Inc. (the “Rumble Charter”) to increase the number of authorized Rumble Class A Common Shares from 700 million to 1.4 billion and thereby increase the total number of shares of all classes of stock that Rumble is authorized to issue to 1.7 billion shares is referred to as the “Charter Amendment.” A copy of the Charter Amendment is attached hereto as Annex M.

Further information regarding the Written Consent, the Rumble Share Issuance and the Charter Amendment is included in the section entitled “Written Consent” beginning on page 100 of this joint information statement/prospectus.

You are encouraged to read this joint information statement/prospectus, including the annexes hereto, carefully in their entirety.

Q:     If I am a Northern Data Shareholder, where can I receive further information related to the Takeover Offer?

A:     Contemporaneously with the delivery of this joint information statement/prospectus, Northern Data Shareholders will receive the Offer Document, which will contain information about how you can participate in the Takeover Offer and the deadlines applicable to the Takeover Offer. We urge you to read the Offer Document in full because it describes the procedures to be followed for participation in the Takeover Offer. Additionally, this information is summarized in the section of this document entitled “The Takeover Offer.” The Offer Document will also include the German Prospectus, which contains substantially similar information to this joint information statement/prospectus, to the extent it addresses the same matters. A copy of the German Prospectus is attached hereto as Annex O.

Q:     What factors did the Rumble Board consider in reaching its decision to approve the Business Combination Agreement and the transactions contemplated thereby?

A:     In reaching its decision to approve the Business Combination Agreement and the transactions contemplated thereby, the Rumble Board considered several factors, including but not limited to the following (which are not necessarily presented in order of their relative importance to Rumble):

•        the Business Combination is expected to provide Rumble with immediate scale in the cloud and data center business, including:

•        the opportunity to build a full-stack cloud platform — from power to graphics processing units (“GPUs”)-as-a-service and beyond — backed by a mission to protect a free and open internet;

•        the acquisition of one of the largest GPU fleets for HPC in Europe, with 22.4K NVIDIA GPUs, including 20.4K NVIDIA H100s and 2K NVIDIA H200s;

•        access to a globally distributed network of data center locations and several strategically co-located sites; and

•        the acquisition of four owned data center locations anchored by Northern Data’s site in Maysville, Georgia, which, upon completion, is anticipated to deliver up to 180MW of capacity;

•        the Business Combination is expected to significantly expand Rumble’s international footprint with Northern Data’s prominent presence in Europe, including data center operations in Sweden, Norway, Portugal, the Netherlands, and the United Kingdom, as well as corporate locations in Germany, in addition to a growing presence in the United States;

•        by combining Northern Data’s ownership of one of the largest GPU clusters for HPC in Europe and market advantage in scaling and maintaining AI infrastructure with Rumble’s strong U.S. brand position, the Business Combination is expected to open up significant opportunities for the combined group, including strengthening investment in the United States to further penetrate the AI market, help accelerate adoption of AI infrastructure and technologies by enterprise and government clients including through potential partnerships with hyperscalers and others, and further expand Northern Data’s AI infrastructure leadership and Rumble’s presence in Europe;

•        the Business Combination will expand Rumble’s partnership with Tether Investments, S.A. de C.V. (“Tether”), with Tether agreeing to become an important customer of the combined group following closing through the Tether Customer Agreement, which represents an initial commitment by Tether to purchase up to $150 million of GPU services over a two-year period following the closing of the Takeover Offer (see the section entitled “Other Transaction Agreements” beginning on page 84 of this joint information statement/prospectus for a more detailed summary of the Tether Customer Agreement, as well as the Tether Marketing Agreement which was entered into in connection with the signing of the Business Combination Agreement, which provides for a $100 million advertising commitment over two years commencing in February 2026);

•        the Business Combination is expected to accelerate Rumble’s creator, video and advertising AI innovation with a scaled GPU estate and new AI competencies;

•        the Business Combination will enable Rumble to immediately pursue a go-to-market strategy, including by leveraging its existing and newly acquired government and corporate relationships;

•        the combined company is expected to have a larger equity market capitalization as compared to Rumble and provide better access to capital markets;

•        the benefits of the combined experience and knowledge of Rumble and Northern Data, as well as the cultural alignment between Rumble and Northern Data;

•        the fact that the Business Combination Agreement does not contain a minimum tender condition, with the transaction support agreements with Tether, ART Holding GmbH and Aroosh Thillainathan (collectively, the “ART Sellers”) and Apeiron Investment Group Ltd., Malta (“Apeiron”) (collectively, the “Transaction Support Agreements”) expected to deliver to Rumble at least 70% of Northern Data’s share capital subject to, and immediately prior to, the closing of the Takeover Offer; as of April 6, 2026, Tether, the ART Sellers and Apeiron owned Northern Data Shares representing approximately 72% of Northern Data’s share capital;

•        Tether’s support to purchase, subject to applicable law and the terms of the Tether Agreement (as defined below), additional Northern Data Shares prior to and for a period of up to one year following the closing of the Business Combination;

•        the terms of the Sale and Transfer and Amendment and Restatement Agreement (as defined below) and the other related Amended Northern Data Loan Agreements relating to Tether’s existing loan with Northern Data, including the initial exchange of 50% of the value of the Existing ND Loan (as defined herein) for the number of Rumble Class A Common Shares equal to such share of the Existing ND Loan divided by $7.88 at the closing of the Takeover Offer and the potential subsequent exchange of 50% on the first anniversary of the closing of the Takeover Offer;

•        the delivery by the Majority Stockholder of the Written Consent immediately following the signing of the Business Combination Agreement, approving the Business Combination Agreement and the transactions contemplated thereby, including the Rumble Share Issuance and the Charter Amendment, which eliminated any requirement to seek additional approvals from Rumble Stockholders and thereby streamlined the transaction process;

•        the favorability and fairness of the Offer Exchange Ratio and the fact that the Takeover Offer is fixed and will not fluctuate in the event that the market price of Northern Data Shares increases relative to the market price of Rumble Class A Common Shares prior to completion of the Business Combination;

•        the current and prospective business environment in which Rumble and Northern Data operate, historical information concerning Rumble and Northern Data’s respective businesses and the results of the due diligence review of Northern Data and its business conducted by Rumble and its advisors;

•        the consideration of other alternatives reasonably available to Rumble and the recommendation of Rumble’s senior management in favor of the Business Combination;

•        the expected favorable impact of the Business Combination on the content creators, customers, suppliers and employees of Rumble; and

•        the terms of the Business Combination Agreement, and the fact that such terms were the result of arm’s-length negotiations between representatives of Rumble and Northern Data.

The Rumble Board weighed these advantages and opportunities against several potentially negative factors in its deliberations concerning the Business Combination Agreement and the transactions contemplated thereby, including:

•        the Offer Exchange Ratio is fixed and will not fluctuate in the event that the market price of Rumble Class A Common Shares increases relative to the market price of Northern Data Shares prior to completion of the Business Combination;

•        the dilution of the ownership interests of Rumble’s current stockholders in Rumble that would result from settlement of the Takeover Offer and the other transactions contemplated by the Business Combination Agreement;

•        the risk that Northern Data’s financial performance may not meet Rumble’s expectations;

•        risks that Rumble may not realize the potential benefits of the Business Combination, including due to the fact that certain of the businesses of Northern Data represent new business lines for Rumble in which it has little prior experience operating, or Rumble failing to have access to sufficient capital to maintain and grow the acquired business as planned;

•        risks that the growth strategy of the combined business may require a significant amount of debt financing, which may be available on unfavorable terms, if at all, and risks relating to the ability of the combined business to service such debt obligations;

•        the risk that the Business Combination may not be completed or may be delayed despite the parties’ efforts, including the possibility that conditions to the parties’ obligations to complete the Business Combination may not be satisfied or may be subject to certain terms, conditions or limitations imposed by governmental authorities;

•        the potential challenges and difficulties in integrating the operations of Rumble and Northern Data, including potential difficulties in retaining key personnel;

•        the potential effects of the Business Combination on the overall business of Rumble, including potential litigation and its relationships with customers, suppliers and regulators;

•        the risk that Northern Data Shareholders may not tender their Northern Data Shares in the Takeover Offer;

•        the risk that governmental regulatory agencies may not approve the Business Combination or may impose terms and conditions on their approvals;

•        the possibility of diversion of management attention during the pendency of the Business Combination and the substantial costs to be incurred in connection with the Business Combination;

•        the terms of the Business Combination Agreement, including those that restrict Rumble’s business and provide Northern Data the right to change its recommendation supporting the Business Combination or terminate the Business Combination Agreement under certain circumstances; and

•        risks of the type and nature described under the section of this document entitled “Risk Factors” beginning on page 11 of this joint information statement/prospectus and the matters described in the section entitled “Forward-Looking Statements” beginning on page 37 of this joint information statement/prospectus.

The above information contains only summaries of certain factors considered by the Rumble Board in reaching its decision to approve the Business Combination Agreement and the transactions contemplated thereby. See the section of this document entitled “The Business Combination — Rumble’s Reasons for the Business Combination” for more information.

Q:     What factors did the Northern Data management board and supervisory board consider in reaching their decision to approve the entry into the Business Combination Agreement and the transactions contemplated thereby?

A:     The Northern Data management board and supervisory board considered several factors pertaining to the strategic and financial rationale for the Business Combination as generally supporting their decision to enter into the Business Combination Agreement, including, but in no case limited to, the following material factors:

•        the contemplated Business Combination brings together two leading companies and a strategic investor with complementary strengths, resources, assets and areas of expertise. By combining these capabilities, the transaction offers a unique opportunity to create a potential market leader with an enhanced competitive position offering a vertically integrated AI platform that realizes the benefits of owned AI compute infrastructure, proprietary data and a vast user base with a product vision, laying a stronger foundation for long-term success;

•        the Business Combination would improve Northern Data’s positioning in the U.S. market, leveraging the strong positioning and relationships Rumble has in the most sizable addressable market for AI infrastructure;

•        the expected benefits from the expanded partnership and product development opportunities with Tether, including the Tether Customer Agreement providing for a commitment to purchase GPU services and the continued financing support;

•        the terms of the Business Combination Agreement were the result of extensive arm’s-length negotiations between the parties, ensuring a fair and balanced outcome. These negotiations considered the interests of all stakeholders and produced a framework designed to support value creation and sound governance. In this context, the leadership and governance structure of Rumble were also carefully evaluated as integral elements of the combined group’s ability to execute its strategic vision effectively;

•        the Business Combination would offer Northern Data access to Rumble’s financing opportunities, including through Rumble’s Nasdaq listing, improving its access to capital and broader awareness, thereby strengthening Northern Data’s market position with key suppliers, customers and current and future employees, allowing Northern Data to fund additional growth investments;

•        the Business Combination would offer Northern Data the opportunity to realize growth opportunities within its existing data center site portfolio for near-term GPU deployments that would meaningfully improve the weighted average useful life of Northern Data’s GPU estate, offset costs that are being incurred at several under-utilized data center locations and capitalize on the scarcity of available power in the AI infrastructure market. Realizing such growth opportunities without the Business Combination would require significant third-party financing, the availability of which is uncertain. Absent such financing, Northern Data would be forced to take other liquidity measures, such as asset sales, which in turn could adversely affect the ability of Northern Data to achieve the aspired growth;

•        Northern Data Shareholders would benefit from accelerated growth and innovation, including new avenues for revenue expansion and operational synergies;

•        as the Takeover Offer is structured as a share-for-share exchange, tendering Northern Data Shareholders would have the opportunity to continue to participate in the potential future value creation of the combined pro-forma business, thereby allowing them to benefit from the strategic and financial merits of the Business Combination on a long-term basis; and

•        the management board and the supervisory board regard the offer consideration as adequate from a financial perspective and received advice and guidance from Jefferies LLC (“Jefferies”) as to the fairness of the offer consideration to the Northern Data Shareholders from a financial point of view.

In connection with its deliberations, the Northern Data management board also comprehensively weighed the factors described above against certain potential risks and uncertainties, as well as potentially negative factors associated with the proposed Business Combination, including:

•        the Offer Exchange Ratio is fixed and will not fluctuate in the event that the market price of Rumble Class A Common Shares decreases relative to the market price of Northern Data Shares prior to completion of the Business Combination;

•        the impact of contingent tax liabilities related to the ongoing Swedish tax investigation on the valuation of Northern Data and the Offer Exchange Ratio;

•        the realization of the anticipated strategic benefits of the Business Combination, including the future product roadmap of the combined business, is subject to significant execution risks and uncertainties, and there can be no assurance that such benefits will materialize as expected; in addition, Rumble has to date not achieved profitability, and the combined business may continue to face challenges in achieving and sustaining profitability, which could adversely affect the value of the consideration received by tendering Northern Data Shareholders; and

•        the long period between signing of the Business Combination Agreement and completion of the Takeover Offer during which market conditions and business developments could materially change.

The above information contains only summaries of certain factors considered by the management board and the supervisory board of Northern Data in reaching their decision to enter into the Business Combination Agreement. See the section of this document entitled “The Business Combination — Northern Data’s Reasons for the Business Combination” for more information.

Q:     What will Northern Data Shareholders receive in the Business Combination?

A:     Upon the settlement of the Takeover Offer, each outstanding Northern Data Share that has been validly tendered in accordance with the terms of the Takeover Offer shall be exchanged for 2.0281 Rumble Class A Common Shares. See the section of this document entitled “The Business Combination Agreement — The Takeover Offer — Consideration Offered to Northern Data Shareholders” for more information.

Q:     Do any of Rumble and Northern Data’s current directors, board members and executive officers have interests in the Business Combination that may be different from or in addition to the interests of Rumble Stockholders and Northern Data Shareholders?

A:     Yes, certain of the Rumble directors and executive officers and certain of the Northern Data management board members and supervisory board members may have interests in the Business Combination that may be different from, or in addition to, the interests of Rumble Stockholders and Northern Data Shareholders, respectively.

The Rumble Board and the Northern Data management board and supervisory board were aware of and considered the relevant interests (to the extent that they existed at the time), among other matters, in evaluating and negotiating the Business Combination. Northern Data’s management board and supervisory board will further consider these interests in connection with issuing their reasoned opinion containing their recommendation to Northern Data Shareholders regarding acceptance of the Takeover Offer. For a detailed discussion of these interests, see the section of this document entitled “The Business Combination — Interests of Directors, Board Members and Executive Officers of Rumble and Northern Data in the Business Combination” for more information.

Q:     What will be the beneficial ownership of Rumble immediately following the Business Combination?

A:     We estimate that upon completion of the Takeover Offer, and assuming that all outstanding Northern Data Shares are exchanged in the Takeover Offer or acquired by Rumble pursuant to the Transaction Support Agreements, it is expected that former Northern Data Shareholders will own, as a result of the tender or sale of their Northern Data Shares, approximately 33.3% of the issued and outstanding Rumble Class A Common Shares immediately following the consummation of the Business Combination, based on 261,063,132 Rumble Class A Common Shares issued and outstanding as of March 30, 2026 (including ExchangeCo Shares, but excluding shares subject to escrow restrictions)4 and assuming 130,197,281 Rumble Class A Common Shares are issued in the Takeover Offer and pursuant to the Transaction Support Agreements.5

Q:     What are the conditions to the Takeover Offer?

A:     The Takeover Offer commenced on April 13, 2026. The settlement of the Takeover Offer is not subject to the tender of any minimum number of Northern Data Shares in the Takeover Offer, but is subject to certain other conditions, including (i) the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (“BaFin”) not revoking its approval of the German Prospectus; (ii) Rumble obtaining required investment control clearances and any other regulatory approvals for the Takeover Offer (the “Regulatory Condition”) (see “— What regulatory approvals are required?” below) (only the approval by the UAE MoE under the Federal Law 36 of 2023 on the Regulation of Competition remains pending as of the date of this joint information statement/prospectus); (iii) the absence of insolvency proceedings, application for insolvency proceedings or circumstances requiring the opening of any insolvency proceedings of Northern Data; (iv) the absence of a violation of law by Northern Data related to bribery, corruption or export sanctions, to the extent any such occurrence constitutes or would constitute inside information of Northern Data under the applicable EU regulations regarding market abuse; (v) the absence of (a) any resolutions authorizing a capital increase, a split of the Northern Data Shares, a consolidation of the Northern Data Shares or any alteration of the rights of the Northern Data Shares, or the conclusion of any enterprise agreement between Northern Data as the controlling company and any of its wholly owned subsidiaries as the controlled company, (b) an issuance of new Northern Data Shares and/or increase or reduction of Northern Data’s share capital, or (c) Northern Data’s public announcement of a resolution to issue rights or instruments granting the option to subscribe for the Northern Data Shares or that such rights or instruments have been issued by Northern Data; (vi) the absence of the termination of the Transaction Support Agreements with Tether, the ART Sellers and Apeiron, and the closing thereunder shall have occurred, as further described herein; (vii) the execution of an amendment agreement, in the form attached to the Sale and Transfer and Amendment and Restatement Agreement, with respect to that certain loan agreement, originally dated November 2, 2023, between Northern Data and Tether (the “Shareholder Loan Amendment Agreement”); (viii) the effectiveness of this Registration Statement on Form S-4 filed with the SEC (the “Registration Statement Condition”); (ix) at least 20 calendar days having passed since the information included in this Form S-4 is provided to the Rumble Stockholders; (x) the authorization of the Offer Shares for listing on the Nasdaq Global Market (“Nasdaq”); and (xi) the other conditions described in the section of this document entitled “The Takeover Offer — Conditions to the Takeover Offer.”

____________

4        Based on 192,984,373 Rumble Class A Common Shares and 68,078,759 ExchangeCo Shares issued and outstanding as of March 30, 2026, excluding shares subject to escrow restrictions under the 2022 Business Combination Agreement (which are tied to the achievement of $15.00 and $17.50 trading prices for a certain period of time or upon a change of control in excess of such trading prices, in each case, prior to September 16, 2027). For the avoidance of doubt, Rumble Class A Common Shares issued and outstanding excludes shares issuable upon the exercise of Company Options and warrants and settlement of RSUs. See “Business and Certain Information about Rumble — Security Ownership of Certain Beneficial Owners and Management of Rumble — Explanation of Shares Outstanding” beginning on page 132 of this joint information statement/prospectus for further information regarding Rumble Class A Common Shares outstanding.

5        Based on 64,196,677 Northern Data Shares outstanding as of April    , 2026 and the Offer Exchange Ratio of 2.0281 Rumble Class A Common Shares per Northern Data Share. Assumes that any Pre-Funded Warrants issued to Tether in lieu of Rumble Class A Common Shares are treated the same as Rumble Class A Common Shares. For the avoidance of doubt, Rumble Class A Common Shares issued to Tether pursuant to the initial exchange of 50% of the value of the Existing ND Loan (as defined herein) are not included.

Q:     Until what time can I tender my Northern Data Shares in the Takeover Offer?

A:     The offer is scheduled to expire at the end of the acceptance period on May 9, 2026, 6:01 (CEST), unless extended or earlier terminated. Northern Data Shareholders who have not yet accepted the Takeover Offer within the initial acceptance period may still accept the offer within 10 U.S. business days after the date on which the results of the Takeover Offer are published on Rumble’s website.

Q:     When do you expect the Business Combination to be completed?

A:     The timing for settlement of the Takeover Offer will depend on the satisfaction of the conditions outlined above. The Regulatory Condition must be satisfied on or before December 31, 2026 (the “End Date”). Rumble or Northern Data may terminate the Business Combination Agreement if the Takeover Offer lapses as a result of non-satisfaction of any of the Offer Conditions (as defined below) prior to the End Date; provided, however, that the terminating party is not then in breach, in any material respect, of any of its material covenants or agreements under the Business Combination Agreement relating to the relevant Offer Condition.

The parties currently expect the Regulatory Condition to be satisfied and the Business Combination to be completed in the first half of 2026, but in no event later than the End Date. As a result, the exchange of Northern Data Shares pursuant to the Takeover Offer may be made on a date that is significantly later than the end of the acceptance period, or may not occur. See the sections of this document entitled “The Takeover Offer” and “The Business Combination Agreement — Term and Termination” for a more detailed discussion.

Q:     What regulatory approvals are required?

A:     The transaction was originally subject to U.S. antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), United Arab Emirates antitrust clearance by the United Arab Emirates Ministry of Economy under the Federal Law 36 of 2023 on the Regulation of Competition (the “UAE MoE”), and foreign direct investment clearances in Germany, Sweden and the United Kingdom, as set forth in the section of this document entitled “The Business Combination — Regulatory Approvals Related to the Business Combination.”

         As of the date of this joint information statement/prospectus, the only outstanding regulatory clearance relating to merger control or foreign direct investment is the approval by the UAE MoE under the Federal Law 36 of 2023 on the Regulation of Competition. Rumble submitted a notification to the Competition Regulation Committee of the UAE MoE on January 27, 2026, which was formally accepted on February 20, 2026, and the review process remains ongoing as of the date of this joint information statement/prospectus.

Q:     What happens if the Business Combination is not completed?

A:     If the Business Combination is not completed because any conditions to the Takeover Offer, including the Regulatory Condition, are not satisfied or waived, or for any other reason, Rumble and Northern Data will remain independent public companies. Rumble Class A Common Shares and Northern Data Shares will continue to be listed and traded on the Nasdaq and the Frankfurt Stock Exchange, respectively. Rumble will continue to have securities registered under the Exchange Act, and will continue to be required to file periodic reports with the SEC.

Rumble and Northern Data have certain rights to terminate the Business Combination Agreement. For a summary of termination rights and the effects of a termination of the Business Combination Agreement, see the section of this document entitled “The Business Combination Agreement — Term and Termination.”

Q:     Will the Northern Data Shares continue to trade on the open market (Freiverkehr) following the closing of the Takeover Offer?

A:      No. The inclusion of Northern Data Shares in the Regulated Unofficial Market (Freiverkehr) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (including via the Xetra trading platform), the Munich Stock Exchange (Börse München), the Berlin Stock Exchange (Börse Berlin), the Düsseldorf Stock Exchange (Börse Düsseldorf), the Hamburg Stock Exchange (Börse Hamburg), the Hanover Stock Exchange (Börse Hannover) and Tradegate Exchange, and, if applicable, any other stock exchange or trading venue, after the closing of the Takeover Offer will no longer be in the interest of Northern Data. As of the date of this joint information statement/prospectus, Rumble intends, following completion of the Takeover Offer, to seek the termination

of the inclusion of the Northern Data Shares in trading on the aforementioned trading venues, in each case to the extent possible. For this purpose, Rumble intends to support that, after completion of the Takeover Offer, the management board of Northern Data will take all steps reasonably necessary to terminate the inclusion of the Northern Data Shares in trading on the aforementioned trading venues, in each case to the extent possible. A separate delisting offer will not be required because the Northern Data Shares are not listed on a regulated market.

Q:     Does Northern Data intend to pay dividends in the foreseeable future?

A:     No. Following the closing of the Takeover Offer, it is currently expected that Northern Data intends to retain all available funds and any future earnings to support its operations and to finance the growth and development of its business, and there are no plans to declare the payment of dividends in the foreseeable future. Any determination to pay dividends will be made in accordance with applicable laws, and will depend upon, among other factors, its results of operations, financial condition, contractual restrictions and capital requirements. Northern Data’s future ability to pay dividends may be limited by the terms of any existing and future debt or preferred securities.

Q:     How will the Rumble Class A Common Shares being issued to tendering Northern Data Shareholders in the Takeover Offer differ from Northern Data Shares?

A:     Upon completion of the Takeover Offer, tendering Northern Data Shareholders will become Rumble Stockholders. Rumble is organized under the laws of the State of Delaware. Northern Data Shareholders receiving the Rumble Class A Common Shares pursuant to the Takeover Offer and Business Combination will own shares in a company governed by the DGCL as well as by the Rumble Charter and the Rumble Bylaws. The Rumble Charter and Rumble Bylaws are in some respects different than the terms of Northern Data’s governing documents and the DGCL is in some ways different from the laws that govern the rights of Northern Data Shareholders. Certain key differences are described in the section of this document entitled “Comparison of Rights of Rumble Stockholders and Northern Data Shareholders.”

Q:     What is the procedure for tendering Northern Data Shares?

A:     In order for Northern Data Shareholders to validly tender Northern Data Shares pursuant to the Takeover Offer, the respective custodian securities services company (the “Custodian Bank”) holding such shares must, prior to the expiration date, or prior to the expiration of the additional acceptance period, (i) receive such Northern Data Shareholder’s written form providing instructions to this Custodian Bank (the “Declaration of Acceptance”), and (ii) the Northern Data Shareholders must instruct their Custodian Bank to effect the re-booking of the Northern Data Shares for which they wish to accept the Takeover Offer to ISIN DE000A41YEL8 at Clearstream Europe AG, Mergenthalerallee 61, 65760 Eschborn, Germany (“Clearstream”).

Q:     Until what time can tendered Northern Data Shares be withdrawn?

A:     The Takeover Offer does not provide for any withdrawal or termination rights for the benefit of Northern Data Shareholders.

Q:     As a Rumble Stockholder or a Northern Data Shareholder, will I have appraisal rights in connection with the Business Combination?

A:     No. Neither Rumble Stockholders nor Northern Data Shareholders will have any appraisal rights in connection with the Business Combination. See the section of this document entitled “The Business Combination — Appraisal Rights.”

Q:     Is the Takeover Offer subject to U.S. tender offer rules?

A:     The Takeover Offer is being made for the securities of a German company that does not have securities registered under section 12 of the Exchange Act. Accordingly, the Takeover Offer is not subject to section 14(d) of the Exchange Act or Regulation 14D thereunder. Further, in reliance on the cross-border exemption provided by rule 14d-1(c) (the “Tier 1” exemption) based on the percentage of Northern Data Shares held by U.S. holders (as determined based on an inquiry performed by Rumble as of a date prior to the announcement of the Takeover Offer), the Takeover Offer is exempt from Rules 14e-1 and 14e-2 of Regulation 14E under the Exchange Act. We are not, however, relying on the cross-border exemption under Rule 802 from the registration requirements of

Section 5 of the Securities Act. Instead, we are registering on this Registration Statement on Form S-4, of which this joint information statement/prospectus forms a part, the Rumble Class A Common Shares to be issued to holders of Northern Data Shares upon settlement of the Takeover Offer.

Because the Takeover Offer is exempted under Rule 14d-1(c), Rumble and its affiliates may from time to time during the pendency of the Takeover Offer, in reliance on Rule 14e-5(b)(10) under the Exchange Act and in accordance with the applicable tender offer laws and regulations of Germany, purchase or arrange to purchase Northern Data Shares outside the Takeover Offer. Any information about such purchases that is made public in Germany will also be made publicly available in the United States on a comparable basis, including by press release and/or by filing a Form 8-K with the SEC. These purchases may include those conducted by Tether pursuant to its obligations to Rumble under its Transaction Support Agreement. See “Other Transaction Agreements — Transaction Support Agreements — Transaction Support Agreement with Tether.”

Q:     Do Tether’s purchase commitments under the Tether Marketing Agreement create any obligations in favor of Northern Data?

A:     No. Tether’s purchase commitments under the Tether Marketing Agreement are obligations to Rumble, not Northern Data.

Q:     What is “householding”?

A:     A single information statement will be delivered to multiple stockholders sharing an address, unless contrary instructions have been received from an affected stockholder. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and you prefer to receive a separate information statement, please notify your broker or contact Rumble at Attn: Corporate Secretary, Rumble Inc., 444 Gulf of Mexico Drive, Longboat Key, Florida 34228 or by telephone at +1 (941) 210-0196. Rumble Stockholders who currently receive multiple copies of this document at their address and would like to request “householding” of their communications should contact their broker or bank.

Q:     Who can help answer my questions?

A:     The information provided above in the question and answer format is for your convenience only and is merely a summary of some of the information contained in this document. You should read carefully the entire document, including the information in the Annexes. See the section of this document entitled “Where You Can Find More Information.” If you are a Rumble Stockholder or Northern Data Shareholder and have any questions about the Business Combination, or if you need additional copies of this document, you should contact:

Shannon Devine
MZ Group, MZ North America
203-741-8811
Email: investors@rumble.com

RISK FACTORS

In reviewing the Business Combination described in this joint information statement/prospectus, including the Takeover Offer, you should carefully review and consider the following risk factors and the other information contained or incorporated by reference in this document. In addition, you should read and consider the risks associated with the business of Rumble. These risks can be found in Rumble’s Annual Report on Form 10-K for the year ended December 31, 2025 (“Rumble’s 2025 Annual Report”), which is incorporated by reference herein. Please see the section of this document entitled “Where You Can Find More Information” beginning on page 39 of this joint information statement/prospectus.

The occurrence of one or more of the events or circumstances described in the risk factors described below and incorporated by reference into this joint information statement/prospectus alone or in combination with other events or circumstances may have a material adverse effect on Rumble’s or Northern Data’s respective business and cash flows, financial condition and results of operations. While the Business Combination remains subject to the satisfaction or waiver of certain conditions, and there is no assurance that the Business Combination will be completed, certain of the risks discussed below are presented assuming the Business Combination is completed. The risks discussed below and incorporated by reference into this joint information statement/prospectus may not prove to be exhaustive and are based on certain assumptions made by Rumble and Northern Data, which later may prove to be incorrect or incomplete. The risks discussed below and incorporated by reference into this joint information statement/prospectus may not be the only risks to which each of Rumble or Northern Data is exposed. They should be considered in connection with evaluating the forward-looking statements in “Forward-Looking Statements” because they could cause actual results to differ materially from those expressed in any forward-looking statement. Additional risks and uncertainties of which Rumble and Northern Data are not currently aware or which Rumble and Northern Data do not consider significant at present could likewise have a material adverse effect on Rumble’s and Northern Data’s business and cash flows, financial condition and results of operations or on the market price of Rumble Class A Common Shares following the Business Combination.

Risks Relating to the Business Combination

The consummation of the Business Combination is subject to certain conditions, which could delay, extend or prevent the Takeover Offer and the Business Combination.

The Takeover Offer will be subject to several conditions, including the Registration Statement Condition, the Regulatory Condition, and the other conditions set forth in the section of this joint information statement/prospectus entitled “— The Takeover Offer — Conditions to the Takeover Offer.” The timing for settlement of the Takeover Offer and completion of the Business Combination will depend on the satisfaction of such conditions. As a result, the Takeover Offer and the Business Combination could be delayed, extended, amended or terminated, which could result in the Northern Data Shareholders not receiving Rumble Class A Common Shares.

Under the terms of the Business Combination Agreement, if the Takeover Offer is not settled by the End Date, the Business Combination Agreement may be terminated by either party. If the Business Combination Agreement is terminated, the Business Combination will not be consummated.

Under the terms of the Business Combination Agreement, the conditions to the Takeover Offer fall into three categories: (i) the Regulatory Condition, which must be satisfied on or before the End Date; (ii) the absence of certain conditions or circumstances relating to Northern Data (the “Offer Period Conditions”) during the Offer Period (as defined below); and (iii) certain conditions that are required to be satisfied at the time of closing of the Takeover Offer including, among others, the non-revocation of the BaFin prospectus approval, the closing of the transactions contemplated by the Transaction Support Agreements and certain other agreements, the execution of the Shareholder Loan Amendment Agreement, the effectiveness of this Registration Statement on Form S-4 (which occurred on April           , 2026) and the authorization of the Offer Shares for listing on the Nasdaq, the absence of any order or injunction prohibiting the closing of the Takeover Offer, and access to, and the absence of certain facts or findings in, the Law Firm Report (which has been satisfied as of the date of this joint information statement/prospectus).

The only outstanding aspect of the Regulatory Condition is the approval by the UAE MoE under the Federal Law 36 of 2023 on the Regulation of Competition. Rumble submitted a notification to the Competition Regulation Committee of the UAE MoE on January 27, 2026, which was formally accepted on February 20, 2026, and the review process remains ongoing as of the date of this joint information statement/prospectus. This Registration Statement was filed on April 13, 2026.

If the remaining aspect of the Regulatory Condition is not satisfied by the End Date, or if any other closing condition is not satisfied at the time of the closing of the Takeover Offer (unless any such non-satisfied condition has been waived, if permissible), the Takeover Offer will terminate and settlement will not occur. The parties currently expect the remaining aspect of the Regulatory Condition to be satisfied and the Business Combination to be completed in the first half of 2026 but in no event later than the End Date. As a result, the exchange of Northern Data Shares pursuant to the Takeover Offer may be made on a date that is significantly later than the end of the Offer Period, or may not occur.

Furthermore, pursuant to the Business Combination Agreement, Rumble or Northern Data may terminate the Business Combination Agreement under certain circumstances, including, among others, if: (i) the Takeover Offer lapses due to non-satisfaction of conditions before the End Date; (ii) the Takeover Offer has not settled by the End Date; (iii) a closing condition cannot ultimately be fulfilled; or (iv) a competent governmental authority or court permanently enjoins the closing of the Takeover Offer. No assurance can be given that all of the conditions to the Takeover Offer will be satisfied or, if they are, as to the timing of the settlement of the Takeover Offer. If the conditions to the Takeover Offer are not satisfied or validly waived in advance, or if termination rights are exercised, the Takeover Offer will terminate, settlement of the Takeover Offer will not occur, and the Business Combination will not be completed.

Rumble and Northern Data must obtain governmental and regulatory approvals or clearances to consummate the Business Combination. As certain of the governmental and regulatory approvals or clearances have been satisfied as of the date of this joint information statement/prospectus, if any remaining required approval is delayed or not granted, it may delay or jeopardize the Takeover Offer and the Business Combination. In addition, conditions imposed by such agencies in connection with their approvals may adversely impact the business, financial condition or results of operations of Rumble and Northern Data, including the loss of value of assets or businesses that may be required to be divested in connection with obtaining approvals under merger control or competition laws or foreign direct investment laws.

Completion of the Business Combination is conditioned upon, among other things, either receipt of approvals or clearances from the relevant antitrust authority or expiration or termination of any statutory waiting period (including any extension thereof) under merger control or competition law regimes in any jurisdictions where the parties to the Business Combination Agreement have mutually determined merger control or competition law filings and/or notices to be necessary, as well as clearances from relevant authorities under foreign direct investment regimes in any jurisdictions where the parties to the Business Combination Agreement have mutually determined foreign direct investment filings and/or notices to be necessary. As certain of the governmental and regulatory approvals or clearances have been satisfied as of the date of this joint information statement/prospectus, the approval by the UAE MoE under the Federal Law 36 of 2023 on the Regulation of Competition remains the sole outstanding regulatory approval required to consummate the Business Combination. The governmental and regulatory agencies from which Rumble and Northern Data have sought or are seeking these approvals and clearances have broad discretion in administering the applicable governing regulations. As a condition to their approval of the transactions contemplated by the Business Combination Agreement, those agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of Rumble’s and Northern Data’s respective businesses. Pursuant to the Business Combination Agreement, Rumble and Northern Data will cooperate with each other, to the extent legally permissible, in all respects in connection with any additional submission, investigation or inquiry, and supply to any competent authority as promptly as reasonably practicable any additional information requested pursuant to any applicable law and take all other procedural actions (other than offering remedies to mitigate competition concerns by a competent authority) required in order to obtain any necessary clearance or to cause any applicable waiting periods to commence and expire. No assurance can be given that the remaining required approval will be obtained or that the required conditions to the Takeover Offer will be satisfied, and, even if all required approvals and clearances are obtained and the conditions to the Takeover Offer are satisfied, no assurance can be given as to the terms, conditions and timing of such approval. If the Regulatory Condition is not satisfied by the End Date (or, if permissible, waived), the Takeover Offer will terminate, settlement of the offer will not occur, and the Business Combination will not be completed. Any delay in the completion of the Business Combination for regulatory reasons could diminish the anticipated benefits of the Business Combination or result in additional transaction costs.

Conditions imposed by regulatory agencies in connection with their approval or clearance of the Business Combination may require changes to the operations of Rumble or Northern Data, restrict their ability to operate in certain jurisdictions following the Business Combination, restrict the combination of Rumble and Northern Data’s operations in certain jurisdictions or require other commitments regarding ongoing operations. Such conditions may also restrict Rumble’s or Northern Data’s ability to modify the operations of their businesses in response to changing circumstances for a period of time after completion of the Business Combination and the Takeover Offer or their ability to expend cash for other uses or otherwise have an adverse effect on the anticipated benefits of the Business Combination, thereby adversely impacting the business, financial condition or results of operations of Rumble and Northern Data. Such conditions may also impose requirements that Rumble or Northern Data divest certain assets in order to obtain certain regulatory approvals, which may result in loss of value due to the loss of those assets or businesses or a sale of those assets or businesses at less than the desired price or under otherwise unfavorable conditions, in particular as a result of timing constraints and the limited universe of buyers acceptable to the regulatory authorities, especially in challenging market conditions. Any such actions could have a material adverse effect on the business, results of operations, financial condition and prospects of Rumble and substantially reduce or eliminate the advantages which Rumble and Northern Data expect to achieve from the Business Combination.

Because the Offer Exchange Ratio in the Takeover Offer is fixed, the market value of the Rumble Class A Common Shares received by a Northern Data Shareholder in the Takeover Offer may be less than the market value of the Northern Data Shares that such holder held prior to the completion of the Business Combination.

Northern Data Shareholders who tender their Northern Data Shares in the Takeover Offer will receive 2.0281 Rumble Class A Common Shares for each Northern Data Share tendered. The Offer Exchange Ratio is fixed and will not vary even if the market price of Rumble Class A Common Shares or Northern Data Shares varies. Upon completion of the Business Combination, and assuming that all outstanding Northern Data Shares are exchanged in the Takeover Offer or acquired by Rumble pursuant to the Transaction Support Agreements, it is expected that former Northern Data Shareholders will own, as a result of the tender or sale of their Northern Data Shares, approximately 33.3% of the issued and outstanding Rumble Class A Common Shares immediately following the consummation of the Business Combination, based on 261,063,132 Rumble Class A Common Shares issued and outstanding as of March 30, 2026 (including ExchangeCo Shares, but excluding shares subject to escrow restrictions)9 and assuming 130,197,281 Rumble Class A Common Shares are issued in the Takeover Offer and pursuant to the Transaction Support Agreements.10 The market value of Rumble Class A Common Shares and Northern Data Shares at the time of the completion of the Takeover Offer may vary significantly from the value on the date of the execution of the Business Combination Agreement, the date of this document, the date on which Northern Data Shareholders tender their shares in the Takeover Offer or the expiration of the Acceptance Period or the Additional Acceptance Period. Because the Offer Exchange Ratio will not be adjusted to reflect any changes in the market price of the Rumble Class A Common Shares or Northern Data Shares, the value of the consideration paid to the Northern Data Shareholders who tender their shares in the Takeover Offer may be lower than the market value of their Northern Data Shares, respectively, on earlier dates.

Changes in share prices may result from a variety of factors that are beyond the control of Rumble and Northern Data, including their respective business, operations and prospects, market conditions, economic development, geopolitical events, regulatory considerations, governmental actions, legal proceedings and other developments. Market assessments of the benefits of the Business Combination and of the likelihood that the Business Combination will be completed, as well as general and industry-specific market and economic conditions, may also have an adverse effect on share prices.

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9        Based on 192,984,373 Rumble Class A Common Shares and 68,078,759 ExchangeCo Shares issued and outstanding as of March 30, 2026, excluding shares subject to escrow restrictions under the 2022 Business Combination Agreement (which are tied to the achievement of $15.00 and $17.50 trading prices for a certain period of time or upon a change of control in excess of such trading prices, in each case, prior to September 16, 2027). For the avoidance of doubt, Rumble Class A Common Shares issued and outstanding excludes shares issuable upon the exercise of Company Options and warrants and settlement of RSUs. See “Business and Certain Information about Rumble — Security Ownership of Certain Beneficial Owners and Management of Rumble — Explanation of Shares Outstanding” beginning on page 132 of this joint information statement/prospectus for further information regarding Rumble Class A Common Shares outstanding.

10      Based on 64,196,677 Northern Data Shares outstanding as of April       , 2026 and the Offer Exchange Ratio of 2.0281 Rumble Class A Common Shares per Northern Data Share. Assumes that any Pre-Funded Warrants issued to Tether in lieu of Rumble Class A Common Shares are treated the same as Rumble Class A Common Shares. For the avoidance of doubt, Rumble Class A Common Shares issued to Tether pursuant to the initial exchange of 50% of the value of the Existing ND Loan (as defined herein) are not included.

In addition, it is possible that the Business Combination may not be completed until a significant period of time has passed after the expiration of the Offer Period. As a result, the market values of the Rumble Class A Common Shares and Northern Data Shares may vary significantly from the date of the expiration of the Offer Period to the date of the completion of the Business Combination.

Investors are urged to obtain up-to-date prices for Rumble Class A Common Shares, which are listed on the Nasdaq under the symbol “RUM” and Northern Data Shares, which are listed, among others, in the open market (Freiverkehr) of the Frankfurt Stock Exchange and the Munich Stock Exchange under the symbol “NB2.”

The prices of Rumble Class A Common Shares and Northern Data Shares may be adversely affected if the Business Combination is not completed.

If the Business Combination is not completed, the market prices of Rumble Class A Common Shares and Northern Data Shares may decline for various reasons, including to the extent that the current market prices of Rumble Class A Common Shares and Northern Data Shares reflect a market premium based on the assumption that the Business Combination will be completed.

If the number of Northern Data Shares held indirectly by Rumble reaches or exceeds 90% or 95% of Northern Data’s share capital, Rumble may, in its sole discretion, elect to carry out a squeeze-out of minority holders of Northern Data Shares.

After the settlement of the Takeover Offer, Rumble will consider, if BidCo has reached the necessary thresholds, carrying out a squeeze-out of the remaining Northern Data Shareholders. A squeeze-out transaction may be effected in two ways: (i) a cash merger squeeze-out pursuant to Sections 62(1) and 62(5) of the German Transformation Act (Umwandlungsgesetz), if BidCo holds at least 90% of Northern Data’s share capital, excluding treasury shares and shares held for the account of Northern Data; or (ii) a corporate squeeze-out pursuant to Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz), if Rumble indirectly holds at least 95% of Northern Data’s share capital, excluding treasury shares and shares held for the account of Northern Data. In the event of a cash merger squeeze-out or a corporate squeeze-out, shares of Northern Data Shareholders who did not tender their shares in the Takeover Offer will automatically be converted into the right to receive adequate cash compensation. In a squeeze-out transaction, Rumble will determine the adequate compensation. In general, the compensation must not be less than the VWAP of Northern Data shares for the three-month period prior to the announcement of Rumble’s intention to effect such squeeze-out transaction. Following the approval of a cash merger squeeze-out or a corporate squeeze-out by a shareholder meeting of Northern Data and its registration with the competent commercial register, each remaining minority shareholder of Northern Data may review such determination in court pursuant to the German Appraisal Proceedings Act (Spruchverfahrensgesetz). The amount of compensation paid for Northern Data shares in an appraisal proceeding, if any, may be higher or lower than, or equal to, the Rumble Class A Common Shares offered in the Takeover Offer. If BidCo is unable to complete a squeeze-out, the remaining Northern Data Shareholders will continue to be entitled to all ordinary shareholder rights (except for annual dividends in the case of a domination and profit and loss transfer agreement, which however, will not be implemented for a period of at least three years after the closing of the Takeover Offer).

Following the completion of the Business Combination, Northern Data will be indirectly majority owned by Rumble and the management board of Northern Data will continue to manage Northern Data independently in accordance with and within the framework of German law.

Following the completion of the Business Combination, Northern Data will be indirectly majority-owned by Rumble and, thus, become a dependent company of Rumble within the meaning of Section 17 of the German Stock Corporation Act. The legal framework for this dependency between Rumble and Northern Data is, subject to other applicable law, set forth in Sections 311 et seq. of the German Stock Corporation Act. Under this framework, until such time as BidCo is able to complete a squeeze-out, Rumble, through its wholly-owned indirect subsidiary, BidCo, may be unable to initiate certain transactions or measures that are disadvantageous to Northern Data, unless Rumble provides adequate compensation to Northern Data. If the disadvantage caused by any such transaction or other measure cannot be assessed or compensated, Rumble will be unable to initiate such transaction or measure, which may preclude Rumble from implementing certain transactions related to the integration of Northern Data into the combined group, which could adversely affect the business of, or harm the results of operations, financial condition or cash flows of Rumble and the combined company.

The announcement and pendency of the Business Combination, during which Northern Data is subject to certain operating restrictions, could have an adverse effect on Rumble’s and Northern Data’s businesses, cash flows, financial condition and results of operations.

The announcement and pendency of the Business Combination could disrupt Rumble’s and Northern Data’s businesses, and uncertainty about the effect of the Business Combination may have an adverse effect on Rumble and Northern Data. These uncertainties could cause suppliers, vendors, partners, customers and others that deal with Rumble and Northern Data to defer entering into contracts with, or making other decisions concerning Rumble and Northern Data or to seek to change or cancel existing business relationships with the companies. In addition, Rumble’s and Northern Data’s employees may experience uncertainty regarding their roles after the Business Combination. Employees may depart either before or after the completion of the Business Combination because of uncertainty and issues relating to the difficulty of coordination or because of a desire not to remain following the Business Combination. Therefore, the pendency of the Business Combination may adversely affect Rumble’s and Northern Data’s ability to retain, recruit and motivate key personnel. Additionally, the attention of Rumble’s and Northern Data’s management may be directed towards the completion of the Business Combination, including obtaining regulatory approvals, and may be diverted from the day-to-day business operations of Rumble and Northern Data. Matters related to the Business Combination may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Rumble and Northern Data. Additionally, the Business Combination Agreement contains interim operating covenants requiring Northern Data to refrain from taking certain specified actions while the Business Combination is pending, such as significant investments or disposals. These restrictions may prevent Northern Data from pursuing otherwise attractive business opportunities or capital structure alternatives and from executing certain business strategies prior to the completion of the Business Combination. Further, the Business Combination may give rise to potential liabilities, including those that may result from pending and future stockholder lawsuits relating to the Business Combination. Any of these matters could adversely affect the businesses of, or harm the results of operations, financial condition or cash flows of Rumble and Northern Data.

Further, certain adverse changes in the business of Northern Data or Rumble in the period prior to the closing of the Business Combination may occur that would not result in Rumble or Northern Data having the right to terminate the Business Combination Agreement or the Takeover Offer. If adverse changes occur but Rumble and Northern Data are still required to complete the Business Combination, the market value of Rumble Class A Common Shares or Northern Data Shares may decrease. If the Business Combination is not completed, these risks may still materialize and adversely affect the business and financial results of Rumble and/or Northern Data or the market prices of the Rumble Class A Common Shares or the Northern Data Shares.

Negative publicity related to the Business Combination may adversely affect Rumble and Northern Data.

From time to time, political and public sentiment in connection with the proposed Business Combination may result in a significant amount of adverse press coverage and other adverse public statements affecting the parties to the Business Combination. Adverse press coverage and public statements, whether or not driven by political or popular sentiment, may also result in legal claims or in investigations by regulators, legislators and law enforcement officials. Responding to these investigations and lawsuits, regardless of the ultimate outcome of the proceedings, could divert the time and effort of senior management from operating their businesses. Addressing any adverse publicity, governmental scrutiny or enforcement or other legal proceedings could be time-consuming and expensive and, regardless of the factual basis for the assertions being made, could have a negative impact on the reputation of Rumble and Northern Data, on the morale and performance of their employees and on their relationships with regulators, suppliers and customers. It may also have a negative impact on their ability to take timely advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on Rumble’s and Northern Data’s respective business and cash flows, financial condition and results of operations.

Certain of the directors, board members and executive officers of Rumble and Northern Data may have interests in the Business Combination that may be different from, or in addition to, those of Rumble Stockholders and Northern Data Shareholders generally, which could lead to increased costs and potential dilution.

Certain of the directors and executive officers of Rumble and certain members of Northern Data’s management board and supervisory board may have interests in the Business Combination that may be different from, or in addition to, the interests of Rumble Stockholders and Northern Data Shareholders generally. In the case of Rumble’s directors

and executive officers, these interests include the continued service of such directors and executive officers following the closing of the Business Combination and the indemnification of such directors and executive officers. Rumble’s directors and executive officers also own Rumble voting securities. In the case of Northern Data’s management board members and supervisory board members, these interests may include the continued service of such management board members following the closing of the Business Combination. For a discussion of other directors and executive officers owning Rumble voting securities, please see the section of this document entitled “Business and Certain Information about Rumble — Security Ownership of Certain Beneficial Owners and Management of Rumble” beginning on page 131 of this joint information statement/prospectus.

The Rumble Board and the management board and supervisory board of Northern Data were aware of and considered the relevant interests (to the extent that they existed at the time), among other matters, in evaluating and negotiating the Business Combination. We expect that Northern Data’s management board and supervisory board will further consider these interests in connection with issuing their reasoned opinion that contains their recommendation to Northern Data Shareholders regarding acceptance of the Takeover Offer. These differing interests could result in terms that are less favorable to Rumble Stockholders and Northern Data Shareholders, including leading to increased costs and potential dilution. For a detailed discussion of these interests, see the section of this document entitled “The Business Combination — Interests of Directors, Board Members and Executive Officers of Rumble and Northern Data in the Business Combination.”

Rumble and Northern Data will incur significant transaction fees and costs in connection with the Business Combination which could reduce profitability, increase net losses and constrain liquidity.

Rumble and Northern Data expect to incur significant non-recurring implementation and restructuring costs associated with combining the operations of these two companies. In addition, Rumble and Northern Data will incur significant banking, legal, accounting and other transaction fees and costs related to the Business Combination. Additional costs substantially in excess of currently anticipated costs may also be incurred in connection with the integration of the businesses of Rumble and Northern Data. These costs could reduce profitability, increase net losses, and constrain the liquidity of the combined business.

The unaudited forward-looking financial information considered by Rumble, Northern Data and their financial advisors reflects Rumble management and Northern Data management estimates, and actual results may be significantly higher or lower than estimated.

In connection with the assessment of the Business Combination by Rumble and Northern Data, Rumble and Northern Data prepared certain unaudited forward-looking financial information. The unaudited forward-looking financial information considered by Rumble, Northern Data and their financial advisors, at the direction of Rumble and Northern Data, respectively, including the unaudited forward-looking information included in this document, are based on numerous variables and assumptions that are inherently uncertain, many of which are beyond the control of Rumble and Northern Data. These variables and assumptions are based on available information at the time of preparation and include industry performance, competition, general business, economic, regulatory, market and financial conditions, as well as estimates regarding the business, financial condition and results of operations of Rumble and Northern Data. Such factors and other changes may cause the unaudited forward-looking financial information or the underlying assumptions to be inaccurate. Additionally, since the unaudited forward-looking financial information covers multiple years, such information by its nature becomes less predictable with each successive year. As a result of these contingencies, there can be no assurance that actual results will not be significantly higher or lower than estimated, which could have a material impact on the market price of Rumble Class A Common Shares. The unaudited forward-looking financial information does not take into account any circumstances or events occurring after the date it was prepared and does not give effect to the Business Combination, nor is it indicative of future results of the combined company.

The unaudited forward-looking financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of forward-looking financial information, U.S. GAAP or the International Financial Reporting Standards as adopted by the European Union. The prospective financial information included in this document has been prepared by, and is the responsibility of, Rumble and Northern Data management. Baker Tilly US, LLP (Rumble’s independent registered public accounting firm), Liebhart & Kollegen Wirtschaftsprüfer Steuerberater (“Liebhart”) (Northern Data’s independent auditors), or any other independent registered public accounting firm, has not audited, reviewed, examined, compiled or applied agreed-upon

procedures with respect to the accompanying prospective financial information and, accordingly, Baker Tilly US, LLP and Liebhart have not expressed an opinion or any other form of assurance with respect thereto. Baker Tilly US, LLP’s auditor opinion included in this document relates to Rumble’s previously issued financial statements and Liebhart’s auditor report included in this document relates to Northern Data’s previously issued financial statements. These reports do not extend to the prospective financial information and should not be read to do so.

Risks Relating to the Business of Rumble After Completion of the Business Combination

Rumble may fail to realize the anticipated strategic and financial benefits sought from the Business Combination.

Rumble may not realize all of the anticipated benefits of the Business Combination. The success of the Business Combination will depend on, among other things, Rumble’s ability to combine its business with Northern Data’s business in a manner that facilitates growth. These risks may be magnified because certain of the businesses of Northern Data represent new business lines for Rumble in which it has little prior experience operating, and Rumble may also fail to have access to sufficient capital to maintain and grow the acquired business as planned.

However, Rumble is seeking to successfully combine its business with Northern Data’s in a manner that permits the anticipated benefits to be realized and to achieve the anticipated growth without adversely affecting current revenues.

In addition, the actual integration of Rumble and Northern Data will involve complex operational, technological and personnel-related challenges. This process will be time-consuming and expensive, and it may be disruptive to the combined businesses. Rumble may not realize all of the anticipated benefits of the Business Combination. Difficulties in the integration of the businesses, which may result in significant costs and delays, include:

•        managing a significantly larger company;

•        aligning and executing the strategy of the combined company;

•        coordinating corporate and administrative infrastructures and aligning insurance coverage;

•        coordinating accounting, information technology, communications, administration and other systems;

•        addressing possible differences in corporate cultures and management philosophies;

•        coordinating the compliance program and creating uniform standards, controls, procedures and policies;

•        difficulties in integrating employees and teams of the respective businesses, and attracting and retaining key personnel;

•        unforeseen and unexpected liabilities related to the Business Combination or Rumble’s business;

•        managing tax costs or inefficiencies associated with integrating the operations of the combined company;

•        identifying and eliminating redundant and underperforming functions and assets;

•        effecting actions that may be required in connection with obtaining regulatory approvals; and

•        a deterioration of credit ratings.

In addition, the growth strategy of the combined business may require a significant amount of debt financing, which may be available on unfavorable terms, if at all, and there could be risks relating to the ability of the combined business to service any such debt obligations.

These and other factors could result in increased costs and diversion of management’s time and energy, as well as decreases in the amount of expected revenue and earnings, which could materially impact Rumble’s business, financial condition and results of operations. The integration process and other disruptions resulting from the Business Combination may also adversely affect Rumble’s relationships with employees, suppliers, customers, distributors, licensors and others with whom Rumble and Northern Data have business or other dealings, and the difficulties in integrating the businesses of Rumble and Northern Data could harm the reputation of the combined company.

If the combined company is not able to successfully combine the businesses of Rumble and Northern Data in an efficient, cost-effective and timely manner, the anticipated benefits and cost savings of the Business Combination may not be realized fully, or at all, or may take longer to realize than expected.

A combined Rumble and Northern Data may experience a loss of customers or may fail to win new customers in certain countries.

Following the Business Combination, third parties with whom Rumble or Northern Data had relationships prior to the announcement of the Business Combination may terminate or otherwise reduce the scope of their relationship with either party in anticipation or after the completion of the Business Combination. In addition, the combined company may face difficulties in acquiring new customers in certain countries. Any such loss of business or the inability to win new customers could limit the combined company’s ability to achieve the anticipated benefits of the Business Combination. Such risks could also be exacerbated by a delay in the settlement of the Takeover Offer and the Business Combination.

The combined company may be unable to retain and motivate Rumble and/or Northern Data personnel successfully.

The success of the Business Combination will depend, in part, on the combined company’s ability to retain the talents and dedication of key employees, including key decision-makers, currently employed by Rumble and Northern Data. Such employees may decide not to remain with Rumble and Northern Data, as applicable, while the Business Combination is pending or with the combined company after the Business Combination is completed. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Rumble and Northern Data to hiring suitable replacements, all of which may cause Rumble’s business to deteriorate. Rumble and Northern Data may not be able to locate suitable replacements for any key employees who leave either company, or offer employment to potential replacements on reasonable terms. In addition, Rumble and Northern Data may not be able to motivate certain key employees following the completion of the Business Combination due to organizational changes, reassignments of responsibilities, the perceived lack of appropriate opportunities for advancement or other reasons. If the combined company fails to successfully retain and motivate the employees of Rumble and/or Northern Data, relevant capabilities and expertise may be lost which may have an adverse effect on the cash flows and the financial condition and results of operations of Rumble and Northern Data.

Rumble Stockholders will experience immediate dilution as a consequence of the issuance of Rumble Class A Common Shares pursuant to the Takeover Offer and the other transactions contemplated by the Business Combination Agreement, which could reduce the market price of the Rumble Class A Common Shares.

Pursuant to the Takeover Offer and the related purchases pursuant to the Transaction Support Agreements, assuming that all outstanding Northern Data Shares are exchanged in the Takeover Offer or acquired by Rumble pursuant to the Transaction Support Agreements, it is expected that former Northern Data Shareholders will own, as a result of the tender or sale of their Northern Data Shares, approximately 33.3% of the issued and outstanding Rumble Class A Common Shares immediately following the consummation of the Business Combination, based on 261,063,132 Rumble Class A Common Shares issued and outstanding as of March 30, 2026 (including ExchangeCo Shares, but excluding shares subject to escrow restrictions)11 and assuming 130,197,281 Rumble Class A Common Shares are issued in the Takeover Offer and pursuant to the Transaction Support Agreements.12

Therefore, Rumble Stockholders will experience immediate dilution upon consummation of the Business Combination. This dilution could reduce the market price of the Rumble Class A Common Shares.

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11      Based on 192,984,373 Rumble Class A Common Shares and 68,078,759 ExchangeCo Shares issued and outstanding as of March 30, 2026, excluding shares subject to escrow restrictions under the 2022 Business Combination Agreement (which are tied to the achievement of $15.00 and $17.50 trading prices for a certain period of time or upon a change of control in excess of such trading prices, in each case, prior to September 16, 2027). For the avoidance of doubt, Rumble Class A Common Shares issued and outstanding excludes shares issuable upon the exercise of Company Options and warrants and settlement of RSUs. See “Business and Certain Information about Rumble — Security Ownership of Certain Beneficial Owners and Management of Rumble — Explanation of Shares Outstanding” beginning on page 132 of this joint information statement/prospectus for further information regarding Rumble Class A Common Shares outstanding.

12      Based on 64,196,677 Northern Data Shares outstanding as of April     , 2026 and the Offer Exchange Ratio of 2.0281 Rumble Class A Common Shares per Northern Data Share. Assumes that any Pre-Funded Warrants issued to Tether in lieu of Rumble Class A Common Shares are treated the same as Rumble Class A Common Shares. For the avoidance of doubt, Rumble Class A Common Shares issued to Tether pursuant to the initial exchange of 50% of the value of the Existing ND Loan (as defined herein) are not included.

Rumble’s traffic growth, engagement, and monetization depend on effective operation within and compatibility with operating systems, networks, devices, web browsers, and standards, including mobile operating systems, networks, and standards that Rumble does not control.

Rumble makes its content available across a variety of operating systems and through websites. Rumble is dependent on the compatibility of its content with popular devices, streaming tools, desktop and mobile operating systems, connected TV systems, and web browsers that Rumble does not control, such as macOS, Windows, Android, iOS, Chrome, and Firefox, and mobile application stores, such as Apple’s App Store, and the Google Play Store. Any changes in such systems, devices or web browsers that degrade the functionality of Rumble’s content or give preferential treatment to competitive content could adversely affect usage of Rumble’s content.

A significant portion of Rumble’s traffic accesses Rumble’s content and services through mobile devices and, as a result, Rumble’s ability to grow traffic, engagement, and advertising revenue is increasingly dependent on generating revenue from content viewed and engaged with on mobile devices. A key element of Rumble’s strategy is focusing on mobile apps and connected TV apps, and Rumble expects to continue to devote significant resources to the creation and support of new and innovative mobile and connected TV products, services, and apps. Rumble is dependent on the interoperability of its content and apps with popular mobile operating systems, streaming tools, networks, and standards that Rumble does not control, such as the Android and iOS operating systems. Rumble also depends on the availability of the Rumble app on mobile app stores, such as Apple’s App Store and the Google Play Store, and if access to such stores is limited or terminated, regardless of the legitimacy of the stated reasons, Rumble’s ability to reach users through its mobile app will be negatively impacted. Rumble may not be successful in maintaining or developing relationships with key participants in the mobile and connected TV industries or in developing content that operates effectively with these technologies, systems, tools, networks, or standards. Any changes in such systems, or changes in Rumble’s relationships with mobile operating system partners, handset and connected TV manufacturers, or mobile carriers, or in their terms of service or policies that reduce or eliminate Rumble’s ability to distribute and monetize its content, impair access to Rumble’s content by blocking access through mobile devices, make it hard to readily discover, install, update, or access Rumble’s content and apps on mobile devices and connected TVs, limit the effectiveness of advertisements, give preferential treatment to competitive, or their own, content or apps, limit Rumble’s ability to measure the effectiveness of branded content, or charge fees related to the distribution of Rumble’s content or apps could adversely affect the consumption and monetization of Rumble’s content on mobile devices. Additionally, operating expenses would increase if the number of platforms for which Rumble develops its products expands. In the event that it becomes difficult to access Rumble’s content or use Rumble’s apps and services, particularly on mobile devices and connected TVs, or if users choose not to access Rumble’s content or use Rumble’s apps on their mobile devices and connected TVs or choose to use mobile products or connected TVs that do not offer access to Rumble’s content or apps, or if the preferences of traffic require an increase in the number of platforms on which Rumble’s products are made available, Rumble’s traffic growth, engagement, ad targeting, and monetization could be harmed and Rumble’s business and operating results could be adversely affected.

Rumble’s business depends on continued and unimpeded access to its content and services on the internet. If Rumble or those who engage with its content experience disruptions in internet service, or if internet service providers are able to block, degrade, or charge for access to Rumble’s content and services, Rumble could incur additional expenses and the loss of traffic and advertisers.

Rumble’s products and services depend on the ability of users to access its content and services on the internet. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies, and government-owned service providers. Laws or regulations that adversely affect the growth, popularity, or use of the internet, including changes to laws or regulations impacting internet neutrality, could decrease the demand for Rumble’s products or offerings, increase its operating costs, require Rumble to alter the manner in which it conducts its business, and/or otherwise adversely affect its business. Rumble could experience discriminatory or anti-competitive practices that could impede its growth, cause it to incur additional expense, or otherwise negatively affect its business. For example, paid prioritization could enable internet service providers, or ISPs, to impose higher fees and otherwise adversely impact Rumble’s business. Internationally, government regulations concerning the internet, and in particular, network neutrality, may be developing or may not exist at all. Within such an environment, without network neutrality regulations, Rumble could experience discriminatory or anti-competitive practices that could impede both Rumble and its customers’ domestic and international growth, increase Rumble’s costs, or adversely affect its business.

Rumble depends on third-party vendors, including internet service providers and data centers, to provide core services.

Although Rumble is building its own technical infrastructure, Rumble depends on third-party vendors, including internet service providers and data centers to, among other things, provide customer support, develop software, host videos uploaded by users, transcode videos (compressing a video file and converting it into a standard format optimized for streaming), stream videos to viewers, support Rumble’s cloud services offerings, and process payments. These vendors provide certain critical services to Rumble’s technical infrastructure that are time-consuming and costly for Rumble to develop independently. Outages in those services would materially affect Rumble’s video services and Rumble’s ability to provide cloud services. Outages may expose Rumble to having to offer credits to subscribers, loss of subscribers, and reputational damage. Rumble is unlikely to be able to fully offset these losses with any credits it might receive from its vendors.

Rumble may not continue to grow or maintain its active user base, may not be able to achieve or maintain profitability, and may not be able to scale its systems, technology, or infrastructure effectively or grow its business at the same or similar rate as other comparable companies.

The growth of Rumble’s user base, as measured by current key performance metrics, including monthly active users (MAUs), may not be sustainable and should not be considered indicative of future levels of active viewers and future performance. In addition, Rumble may not realize sufficient revenue to achieve or, if achieved, maintain profitability. For the fiscal years ended December 31, 2025 and December 31, 2024, Rumble incurred a significant net loss and did not achieve profitability. As Rumble grows its business, its revenue growth rates may slow or reverse in future periods due to several reasons, which may include slowing demand for its services, increasing competition, a decrease in the growth of its overall market, an inability to scale its systems, technology or infrastructure effectively, and the failure to capitalize on growth opportunities or the maturation of its business. Rumble may incur losses in the future for several reasons, including insufficient growth in the level of engagement, a failure to retain its existing level of engagement, increasing competition, the failure to continue to attract content creators with large followings, the payment of fixed payment obligations to content creators who join the platform that turn out to be unprofitable over the term of the applicable contract as a result of actual performance that does not meet Rumble’s original modeled financial projections for that creator, the unavailability of certain popular content creators for extended periods of time due to personal or other reasons, as well as other risks described in these risk factors, and Rumble may encounter unforeseen expenses, difficulties, complications and delays and other unknown factors. Rumble expects to continue to make investments in the development and expansion of its business, which may not result in increased or sufficient revenue or growth, including relative to other comparable companies, as a result of which Rumble may not be able to achieve or maintain profitability.

Rumble may require additional capital to support its growth strategy or operations, and such financing may not be available on acceptable terms or at all.

To execute its growth strategy, Rumble may need to raise additional capital in the future. Rumble’s ability to secure financing will depend on various factors, including market conditions, interest rates, investor sentiment toward Rumble’s industry, and Rumble’s operating performance and financial condition at the time of the financing.

Rumble may seek additional funds through public or private equity offerings, debt financings, asset-backed lending, or strategic partnerships. However, such financing may not be available to Rumble on commercially reasonable terms, or at all. If Rumble raises funds through the issuance of equity or convertible securities, Rumble’s existing shareholders could experience dilution, and any new securities may have rights, preferences, or privileges senior to those of Rumble Class A Common Shares. If Rumble raises funds through debt financing, Rumble may incur significant interest obligations and be subject to restrictive covenants that could limit Rumble’s operational flexibility. Moreover, reliance on outside capital increases Rumble’s exposure to macroeconomic volatility, including tightening credit conditions, higher interest rates, or disruptions in financial markets. If Rumble is unable to obtain adequate financing when needed, or if Rumble is forced to do so under unfavorable terms, Rumble may be unable to invest in critical initiatives, respond to competitive pressures, or scale Rumble’s operations in line with demand. Any failure to secure sufficient capital to support Rumble’s growth could delay or prevent the execution of Rumble’s strategic objectives and materially and adversely affect Rumble’s business, financial condition, and prospects.

Rumble has no history of, and limited experience in, operating a cloud computing and data center business.

Rumble has no history of, and limited experience in, providing GPUs as a service and operating data center infrastructure of the type operated by Northern Data. Rumble’s operations, earnings and ultimate financial success could suffer due to Rumble management’s limited experience in this industry. Rumble management’s decisions and choices may not take into account standard industry best practices. Following the Business Combination, Rumble may face the risks inherent in establishing and scaling an AI infrastructure and cloud services platform, including site development, power availability, and supply chain constraints, and may not successfully integrate or profitably commercialize these services.

The Rumble Stockholders may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.

In connection with the Business Combination, the Majority Stockholder approved the issuance of the following maximum number of Rumble Class A Common Shares:

•        the aggregate number of Rumble Class A Common Shares issuable under the Takeover Offer and pursuant to the Transaction Support Agreements (not exceeding 135 million shares); plus

•        the aggregate number of Rumble Class A Common Shares potentially issuable under the Rumble Equity Commitment Agreement (as defined below) (and, if Northern Data shares are issued under the Northern Data Equity Commitment Agreement (as defined below) prior to the closing of the Takeover Offer and then exchanged in the Takeover Offer) not exceeding 26 million shares; plus

•        the aggregate number of Rumble Class A Common Shares potentially issuable under the Amended Northern Data Loan Agreements (as defined below) (taking into account accruing interest and potential fluctuations in exchange rates) not exceeding 120 million shares.

Upon these issuances in connection with the Business Combination, Rumble Stockholders will experience immediate and substantial dilution of their ownership interests in Rumble. If Rumble is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, the Rumble Stockholders would experience substantial dilution of their ownership interests in Rumble without receiving any commensurate benefit, or only receive part of the commensurate benefit to the extent Rumble is able to realize only part of the strategic and financial benefits anticipated from the Business Combination.

Tether holds, and will hold following the Business Combination, significant voting power in Rumble and will also be a lender to Northern Data. Accordingly, Tether may have interests in addition to or different from the interests of other Rumble Stockholders and may use its voting power, or its rights as a lender to Northern Data, to advance such interests.

As of the close of business on December 31, 2025, Tether owned approximately 7.4% of the voting power of Rumble’s outstanding capital stock and, if the Business Combination closed on December 31, 2025, Tether would own approximately 9.9% of the voting power of Rumble (after giving effect to the Voting Limitation described herein). Additionally, as described more fully in the section of this document entitled “Other Transaction Agreements — Sale and Transfer and Amendment and Restatement Agreement and other related Amended Northern Data Loan Agreements,” Tether will, upon the closing of the Business Combination, be a lender to Rumble ND HoldCo, a wholly owned subsidiary of Rumble, and Rumble ND HoldCo’s subsidiaries, including Northern Data. Tether may have interests that may be different from, or in addition to, the interests of Rumble Stockholders and Northern Data Shareholders, respectively. Rumble cannot provide any assurances as to how Tether will vote its Rumble Class A Common Shares in future votes of Rumble Stockholders or whether Tether will vote its Rumble Class A Common Shares in pursuit of interests that align with the interests of other Rumble Stockholders.

Risks Relating to the Business of Northern Data

The AI and HPC markets and related customer demand may not develop as expected, which may adversely affect the ND Group’s business, operating results, financial condition and prospects.

We believe that, through its Taiga Cloud business (“Taiga Cloud”), the ND Group operates one of the largest GPU estates for HPC in Europe, leveraging high-density, liquid-cooled, GPU-based technology deployed at its owned or leased data center sites, which are operated by Ardent Data Centers. Based on this vertically integrated HPC infrastructure offering, the ND Group has gained experience since 2024 in handling AI workloads for AI early-adopters. The development of AI and the adoption of AI use cases by AI native organizations, enterprises, governments and other end-users is driving the demand for computing power and platform services that facilitate the operation of AI solutions. At present, the ND Group targets end customers both through its IaaS technology partners and directly, which primarily consist of AI labs, US and European AI-native start-ups, global providers of sovereign and enterprise cloud solutions, Web 3.0 infrastructure providers and GPU marketplaces. With increasing adoption of AI solutions by enterprises, governments and other end-users, the ND Group anticipates that its potential customer base will continue to expand to include a range of enterprises and governments using AI technologies. While AI adoption is likely to continue and may accelerate, the speed and scope of such adoption over time are subject to considerable uncertainty. The extent to which the market will embrace AI solutions cannot be reliably predicted and the perceived value of AI technologies used and/or provided by the customers the ND Group targets could change. If AI is not broadly adopted to the extent expected, or if new use cases do not materialize, then the opportunity may be smaller than expected and demand for HPC power by AI early-adopters might decelerate. If such demand does not rise to the level expected, then the ND Group’s current infrastructure may not be best suited to serve its current target customers and other AI early-adopters in the future due to changing technological requirements and/or trends. The ND Group’s significant capital investments in GPU-based infrastructure, including its reliance on specific GPU technology from a limited number of suppliers, may be at risk if technological advancements render current hardware less competitive or if alternative computing architectures gain market acceptance more quickly than anticipated. Even if demand develops in line with the ND Group’s expectations, evolving and increasingly complex regulations relating to AI may hold back the development, commercialization and use of AI solutions. Such regulations may become applicable to customers the ND Group targets even if they reside outside of the territory in which such regulation is enacted, for example, because of the use of the customer’s solutions within that territory. If the ND Group’s expectations regarding AI and HPC market developments and related customer demand prove to be incorrect, its current and future offerings may not be commercially successful, which would adversely affect its profitability, in particular due to unused capacity, lower margins, delayed expansions and higher unit and compliance costs.

Market developments, technology trends or new scientific findings could have a negative impact on the ND Group’s competitive position and significantly impact its business, operating results, financial condition and prospects.

The markets for AI and HPC solutions, as well as the industries in which the ND Group’s target customers operate, are characterized by rapidly changing technologies, evolving industry standards, increasingly complex regulations and frequent new equipment and service introductions. The ND Group provides a highly scalable GPU estate for cloud computing, which currently primarily comprises NVIDIA H100 and H200 GPUs representing substantial capital expenditure. As GPUs are relatively novel products in the industry, their value and useful life remain uncertain in this rapidly evolving market. Currently, it is anticipated that the speed of development and release of newer generations of GPUs will continue to accelerate, at least in the near term. For example, NVIDIA has already announced the next generation of GPUs (Blackwell architecture), which may render the ND Group’s current GPU infrastructure less competitive or require significant additional capital expenditure to upgrade. While the ND Group has historically acquired GPUs from NVIDIA through Hewlett-Packard GmbH (“HPE”), Super Micro Computer B.V. (“SuperMicro”) and Giga Computing Technology Co., Ltd. (“Giga”), it may be unable to acquire additional GPUs (including future generations of GPUs) from these suppliers. Such failure to acquire additional GPUs may happen because the ND Group may be unable to fund necessary technological upgrades of its hardware, or a supplier may decide not to sell GPUs to the ND Group because of perceived non-compliance by the ND Group with the terms of any of their respective partner programs or for any other reason. The ND Group’s business model is intended to address the demand of customers using AI infrastructure solutions across a range of model training and model delivery inferencing, which it believes can be served on the basis of its current infrastructure. However, the loss of the ND Group’s significant customers or a significant reduction in demand from such customers could have a disproportionate impact on the ND Group’s revenue and profitability. The ND Group’s estimates of useful life could be incorrect and its customers may

expect the ND Group to provide HPC solutions based on newer generations of GPUs or other compute technologies as such GPUs or other compute technologies become more powerful. Moreover, the continued use of older-generation GPUs may also result in negative pricing pressure. The ND Group may not be able to contract with customers in long-term agreements based on its current infrastructure, as customers may also appreciate the rapidly evolving nature of GPUs and other compute capabilities. In order to operate its business, the ND Group is required to make estimates regarding the speed of the development of GPUs, its ability to provide customers with newer GPUs and its ability to repurpose older generations of GPUs. Therefore, any changes to the estimates of its components’ useful lives, or any inability to redeploy components of its existing infrastructure, could significantly affect the ND Group’s business, operating results, financial condition and prospects. Furthermore, new disruptive technology, new competitors or new business models could dampen demand for existing commercial HPC applications and, consequently, the ND Group’s services. If the ND Group fails to adapt to such developments, its infrastructure and platform services may become obsolete or unmarketable due to demand for different processes and technologies. In addition, it cannot be predicted whether additional computing power will continue to be required, or if the practical limits of AI technology will plateau in the future. Furthermore, the ND Group may be exposed to the credit risk of its customers, particularly given the ND Group’s reliance on a concentrated customer base and customers operating in the rapidly evolving and capital-intensive AI sector. Deterioration in the financial condition of the ND Group’s customers, including in relation to financial deterioration within the industries or markets in which they operate, could result in these customers not being able to pay obligations owed to the ND Group. The bankruptcy, insolvency, or other credit failure of any customer that has a substantial amount owed to the ND Group, or to a group of customers in a particular segment or market that experiences market distress, could have a material adverse effect on the ND Group’s business, financial position and results of operations.

If the ND Group is unable to anticipate and successfully adapt its current and future offerings to market developments, technology trends or new technological findings, its competitive position may be affected, which could have a material adverse effect on its business, operating results, financial condition and prospects.

The markets in which the ND Group participates are competitive and any failure to compete effectively may negatively impact its market share and growth prospects.

The ND Group faces significant competition from various cloud and data center providers, such as CoreWeave, Inc., Applied Digital Corporation, Nebius Group N.V., NScale Global Holdings Limited, Lambda Inc. and other emerging AI infrastructure providers. Further, increased focus by large IT operators such as Alphabet Inc., Microsoft Corporation, Meta Platforms, Inc., International Business Machines Corporation, Oracle Corporation and Amazon.com, Inc. on the commercial HPC infrastructure business could lead to intensifying competition. Many of the ND Group’s current and future competitors may have advantages, including greater name recognition, longer operating histories, pre-existing relationships with current or potential customers and suppliers, significantly greater financial, marketing and other resources and more ready access to capital, any of such competitors may allow such competitors to offer more competitive prices and respond more quickly to new or changing opportunities. Competitors who are able to expend capital on newer generations of GPUs would have an advantage over the ND Group if it cannot effectively mitigate such risk by upgrading its technology on an ongoing basis, effectively repurposing older generations of GPUs and evolving its product offerings to meet varying types of existing and future customer needs. The ND Group’s competitors may have greater resources for research and development of new solutions, technologies, customer support, and to pursue acquisitions. Furthermore, its larger competitors typically have substantially broader and more diverse solutions and service offerings as well as more mature distribution strategies. In addition, such competitors are able to leverage their existing customer and distributor relationships.

The ND Group expects a further heightening of competition to lead to increased pricing pressure. In particular, the ND Group may become exposed to pricing and margin pressure if it is unable to continue to develop its IaaS offerings, which currently consist of its bare metal GPU estate complemented by on-demand GPU access and its technology partners’ software offerings, into a more comprehensive platform offering, enabling software-defined access to its full GPU estate and attracting a broader and more diversified customer base. Competitors with more diverse offerings may reduce the price of offerings that compete with the ND Group’s offerings or may provide such offerings with additional solutions and services. This could lead customers to demand price concessions from the ND Group or demand additional functionality at the same price levels. As a result, the ND Group may be required to reduce its prices or provide more features and services without corresponding increases in price, which would adversely affect its business, operating results, financial condition and prospects. The ND Group’s target customers may also choose to develop or expand

their own existing HPC solutions and data centers, which could reduce demand for its services. Further, customers and suppliers may become future competitors, and if customers or suppliers were to cease purchasing services from the ND Group or supplying the ND Group with components as a result, its business, operating results, financial condition and prospects could be adversely affected.

The ND Group is subject to certain pending tax audits and regulatory investigations which, if adversely determined, could result in additional tax assessments, penalties, interest charges, litigation, reputational damage, or increased compliance costs, any of which could have a material adverse effect on the ND Group’s business, financial position and results of operations.

The ND Group is subject to tax laws and regulations in multiple jurisdictions and may from time to time be involved in audits, inquiries, or investigations by tax authorities or other regulatory bodies. Such proceedings may relate to the interpretation and application of complex tax rules, including cross-border transactions, transfer pricing, withholding taxes or indirect tax matters. The outcome of any such proceedings is inherently uncertain and may result in additional tax assessments, penalties, interest charges, or other financial obligations that differ materially from the ND Group’s current expectations or provisions.

A VAT audit is currently being conducted by the Swedish Tax Agency (Skatteverket) in relation to three subsidiaries of Northern Data (Decentric Europe B.V., Hydro 66 Svenska AB and Hydro 66 Services AB). The Swedish Tax Agency has issued proposed decisions to Decentric Europe B.V. and Hydro 66 Svenska AB in which it asserts that certain activities performed at the ND Group’s data center operations in Boden, Sweden, constituted cryptocurrency mining activities that it considers to be outside the scope of VAT, and therefore proposes to deny the deduction of input VAT previously claimed. The proposed assessment amounts to approximately SEK 300 million (approximately EUR 28 million) for Decentric Europe B.V. and approximately SEK 218 million (approximately EUR 20 million) for Hydro 66 Svenska AB, in each case including any potential penalties and excluding interest. The ND Group has formally disputed the proposed decision regarding Decentric Europe B.V. and intends to dispute the proposed decision regarding Hydro 66 Svenska AB. The ND Group’s position is that the relevant activities involved the provision of infrastructure and related services to third parties, which Northern Data’s management board considers to constitute taxable supplies under Swedish VAT legislation. Northern Data’s management board also considers that certain conclusions reflected in the proposed decisions may have been drawn from incomplete operational data and assumptions that do not fully reflect the underlying commercial arrangements. As at the date of this joint information statement/prospectus, no final decisions or tax assessments have been issued by the Swedish Tax Agency in relation to these matters.

Separately, the European Public Prosecutor’s Office (“EPPO”) has initiated an investigation relating to VAT-related matters involving, among others, certain current and former employees and directors of Northern Data and its subsidiaries Decentric Europe B.V., Hydro66 Svenska AB and Hydro66 Services AB. Public documentation associated with the investigation refers to potential VAT exposure of up to approximately EUR 110 million, excluding any potential penalties, surcharges or interest. The ND Group has not received any formal assessment or proposed decision from the Swedish Tax Agency in connection with all entities referenced in the EPPO investigation. The ultimate outcome of these matters remains uncertain and may depend on the outcome of further administrative discussions, appeals processes, or judicial proceedings. Due to the preliminary nature of the proposed decisions and the ongoing discussions, the ND Group cannot currently reliably estimate the amount of any potential obligation that may ultimately arise.

The outcome of the aforementioned proceedings could result in additional tax assessments, penalties, interest charges, litigation, reputational damage, or increased compliance costs, any of which could have a material adverse effect on the ND Group’s business, financial position and results of operations. In addition, it cannot be excluded that tax or regulatory authorities in other jurisdictions may initiate further reviews or proceedings in connection with the ND Group’s international activities. Any such developments could further increase the ND Group’s exposure to financial and operational risks and could materially adversely affect the ND Group’s business, financial position and results of operations.

Operating the ND Group’s HPC infrastructure is complex, and performance problems or defects associated with the ND Group’s offerings may adversely affect its business, operating results, financial condition and prospects.

The operation of the ND Group’s HPC infrastructure and the underlying hardware and software technology is complex and the ND Group may fail to maintain its service performance at the level expected by customers. Many of the customers in the industry expect data center location uptime of nearly 100%, coupled with a robust system of

redundancy-enhancing technologies (such as dual power feeds and backup power generation) and the maintenance of nearly 100% GPU network uptime. Substantially all of the ND Group’s customer agreements include terms requiring it to meet 95% or more uptime. The ND Group has experienced interruptions of its services in the past, and it may in the future experience interruptions due to performance issues, including as a result of defects or errors in the hardware and software underlying its HPC infrastructure solutions and as a result of a lack of power redundancy or mechanical failures at its owned and co-located data center locations. If its infrastructure is unavailable or if customers are unable to access its platform within a reasonable amount of time or at all, the ND Group could experience a loss of customers, legal liability, delays in customer payments, the issuance of credits to impacted customers, harm to its reputation and brand, significant cost of remedying these problems, and a diversion of its resources. The ND Group could also face customer terminations with refunds of prepaid amounts, which could significantly affect both its current and future revenues.

The ND Group relies on third-party suppliers for the most significant components of the equipment it uses to operate its infrastructure. These third-party suppliers may also experience defects or errors in the products that the ND Group utilizes, which may result in performance problems or service interruptions. While limited warranties currently apply to the ND Group’s GPU hardware, these warranty programs are limited in time and scope and have processes that may not meet the timing expectations of the ND Group’s customer base. Costs incurred in correcting any defects or errors of components, including those in third-party components, may be substantial and could harm the ND Group’s business and reputation. The ND Group must also continually assess upgrades to its non-GPU hardware, such as routers and switches, with such hardware subject to similar warranty and maintenance dynamics. Any potential liability of the third-party suppliers may be subject to contractual limitations.

The ND Group relies on suppliers to provide components and services for its data center and HPC solutions and services offerings. The ND Group’s existing GPU hardware is entirely indirectly supplied by NVIDIA through certain OEMs with which the ND Group has relationships.

The ND Group contracts with third parties for the supply of components and services needed for its data center and HPC infrastructure, such as construction works, electricity and components that it uses in the provision of its services to customers. If the ND Group is unable to find qualified suppliers in a timely manner or loses a current supplier, its expansion plans could be delayed, its ability to offer its services and solutions could be materially and adversely affected and its costs could increase. Despite having existing supply relationships, the ND Group currently does not have long-term contracts or arrangements with certain suppliers that guarantee access to new HPC equipment (including GPUs) or components, capacity or the continuation of any particular payment terms. Accordingly, certain suppliers are not obligated to supply new products or upgrades, and the prices the ND Group is charged for their products and, if applicable, services could be increased on short notice. In addition, supply shortages or disruptions may occur for any reason, such as a natural disaster, epidemics, pandemics, regulations, capacity shortages, quality problems, or strike or other labor disruption at one of the ND Group’s supplier locations or at shipping ports or locations, and may increase the ND Group’s costs of obtaining necessary infrastructure to maintain its service to customers and implement its growth strategy. Apart from an industry-wide dependency on NVIDIA for the procurement of GPUs, the ND Group is in particular dependent on third-party manufacturers for the supply of components for its modular data centers.

The ND Group’s suppliers themselves rely on third-party suppliers for semiconductor manufacturing, hardware components, and other critical inputs, which introduces additional risks to its supply chain. For example, NVIDIA relies on suppliers such as Taiwan Semiconductor Manufacturing Company for semiconductor fabrication and other manufacturers for compute and networking components. Any disruption in the operations of these upstream suppliers, whether due to equipment failures, geopolitical factors such as the potential for military conflict between China and Taiwan, implementation of tariffs or supply chain constraints, could affect the ND Group’s suppliers’ ability to supply the significant components of the equipment it uses to provide infrastructure and platform services.

Any disruptions in the supply of components and services the ND Group requires to operate its data centers and HPC infrastructure could have a material adverse impact on its ability to serve its existing and broadened customer base and to generate revenues and could increase its costs.

The ND Group may fail to efficiently enhance its Platform-as-a-Service offerings and develop and sell novel solutions and services.

Developing a comprehensive Platform-as-a-Service offering is key to its strategy to increase customer penetration and broaden the ND Group’s customer base. The ND Group aims to implement this strategy by expanding its IaaS partner relationships, building internal IaaS products and model hosting capabilities, and developing other orchestration and tooling services that foster the creation and deployment of agentic AI solutions. Additionally, the ND Group will seek to incorporate third-party services, such as the NVIDIA AI Enterprise software suite, into its offerings. The ND Group also seeks to productize its knowledge around building large-scale AI infrastructure by offering the deployment of customized AI infrastructure to customers. The ND Group may also determine to scale its technology and broaden its customer base through the acquisition of complementary businesses and technologies rather than through internal development.

The success of the ND Group’s business strategy will depend, in part, on its ability to predict, adapt, and respond effectively to changes in technology, industry standards and customer needs on a timely basis. It may not be successful in securing the commercial partnerships required for comprehensive Platform-as-a-Service offerings and in developing or implementing additional enhancements to its solutions. In addition, it takes a significant amount of time to plan, develop, and test improvements to its technologies and infrastructure, and the ND Group may not be able to accurately forecast demand or predict the results it will realize from such improvements. The ND Group may also overestimate the demand for the types of services and solutions it offers or plans to offer, and as a result, may expand its infrastructure capacity, including its GPU base, and/or data center footprint more aggressively than needed.

If the ND Group is unable to develop and sell new solutions and services that satisfy and are adopted by new and existing customers and provide enhancements, new features, and capabilities that keep pace with rapid technological and industry change and address customer demand, its business, operating results, financial condition and prospects could be adversely affected.

Delays in the construction of new data centers or the retrofitting or expansion of existing data centers could impair the implementation of the ND Group’s data center strategy and involve significant risks to its business.

Currently, the ND Group has several sites under development, which are expected to increase its data center capacity. Delays in actions that require the assistance of third parties, unsatisfactory service levels, or financial or other problems of technical personnel during the design or construction process could lead to significant delays and/or increased costs to complete the projects, and will further increase the burden on its managerial, operational, and financial systems.

The global supply chain for electrical and mechanical equipment and materials could be impacted by disruptions, such as political events, international trade disputes, regulations, war, terrorism, natural disasters, public health issues, industrial accidents, and other business interruptions, which could lead to delays in the supply of materials and parts needed for construction. Changes in the costs of procuring materials and equipment used in construction and development programs, including vendor costs, or changes in the ND Group’s relationships with vendors, could also have an adverse effect on its results of operations. Construction work could also be delayed by events such as natural disasters, public health issues, environmental issues or excavation problems. The ND Group’s largest development site in Maysville, Georgia (U.S.), is located in a rural area, which makes mobilizing and maintaining a sufficiently large and skilled workforce for the construction of such a site challenging.

The ND Group needs to work closely with local authorities and internet and network suppliers where its data centers are located to ensure a timely and sufficient supply of connectivity required to support the data center expansion and operation. The ND Group’s data centers may require the construction and operation of sophisticated fiber networks. The construction required to connect multiple carrier facilities to its data centers is complex and involves factors outside of its control, including regulatory requirements and the availability of construction resources. Any carrier may elect not to offer its services to the ND Group’s data centers or decide not to continue to do so for any period of time. Delays in receiving required permits and approvals from local governments, which are beyond the ND Group’s control, may affect the construction and development of new projects or result in them not being completed at all. Failure to expand the ND Group’s data center footprint as planned would have an adverse effect on its business, operating results, financial condition and prospects.

The operation of ND Group’s data center facilities and its Taiga Cloud business depends significantly on access to reliable and affordable electricity. Rising energy prices, limited supply, or regulatory changes in the energy market could materially increase the ND Group’s operating costs and adversely affect its profitability. Furthermore, there is a risk that power suppliers may modify or choose not to renew existing contracts. In this context, the recently renegotiated power purchase agreement for the Maysville site is of particular importance. Any deterioration in the terms of this power purchase agreement or any disruption in the availability of the agreed electricity supply could have a material adverse effect on the ND Group’s business, operating results, financial condition, and prospects.

The ND Group may not be able to effectively manage the growth of its business as it expands its operations.

Rapid growth has placed, and will continue to place, significant demands on the ND Group’s management and its administrative, operational, and financial organization and systems, including recruitment of qualified personnel. For example, the ND Group recently completed the first phase deployment of its data center site in Pittsburgh, Pennsylvania, and continues to evaluate commercialization opportunities for its data center site in Maysville, Georgia. The successful and timely completion and expansion of each site is crucial to ramp up customer utilization. The development of these sites and strategic acquisitions of complementary businesses from time to time may divert management’s time and resources.

As the ND Group grows, it will need to appropriately scale its internal business systems and its services organization, including customer support, to serve a growing customer base, and to improve its IT and financial infrastructure, operating and administrative systems, and its ability to effectively manage headcount, capital and processes, including by reducing costs and inefficiencies.

To the extent that the ND Group does not effectively scale its operations to meet the needs of a broader customer base and to maintain performance if and when the customers it aims to acquire expand their use of its services, the ND Group will not be able to grow as quickly as anticipated, its future customers may reduce or terminate use of its infrastructure and platform services, it will be unable to compete as effectively and its business, operating results, financial condition and prospects will be adversely affected.

Failure to accurately estimate the resources and time required for the fulfillment of the ND Group’s obligations under customer contracts could negatively affect its business, operating results, financial condition and prospects.

The ND Group typically agrees with customers to provide a fixed price based on capacity. Accordingly, it would have to make significant projections and engage in planning related to resource utilization and costs. Thus, the ND Group bears the risk of failing to accurately estimate its projected costs, if included under the terms agreed with customers, and may fail to accurately predict a customer’s ultimate capacity once the contract is implemented. To the extent the ND Group enters into contracts with customers for the provision of colocation space prior to the completion of its data center sites under development, it will face additional risks of failing to accurately project construction costs and the point in time at which the contracted capacity will be available. If any of these risks were to materialize, the ND Group may be unable to achieve anticipated profit margins or may incur losses on individual contracts. Furthermore, if the ND Group fails to deliver contracted capacity on time or at the agreed specifications, it could face contractual penalties, claims for damages, or loss of customer relationships, which could have a material adverse effect on the ND Group’s business, financial condition, results of operations, and prospects.

The ND Group’s sales cycles, particularly for new GPU deployments and the construction of colocation data center facilities, may be long and unpredictable, and its sales efforts could require considerable time and expense.

In many cases, the ND Group’s target customers view the purchase of the ND Group’s services as a significant strategic decision. As a result, current and prospective customers may require considerable time to evaluate, assess, and qualify the ND Group’s services prior to entering into or expanding a relationship with it. Accordingly, the ND Group is expected to continue to face the risk of lengthy and potentially unpredictable sales cycles. In addition, customer purchase decisions may be subject to budget constraints and unanticipated delays. As a result, the ND Group may spend substantial time and resources on its sales efforts without any assurance that its efforts will produce a sale.

Due to the nature of its sales cycles, it may take significant time until the ND Group generates revenue and profits from customer relationships, which could adversely affect its business, operating results, financial condition and prospects.

Uncertainty of revenue due to Taiga Cloud’s commercialization model.

The ND Group commercializes its Taiga Cloud business through a combination of reserved, on-demand, and spot contracts. While this model offers flexibility and scalability to the ND Group’s customers, it may expose it to increased revenue volatility. Revenue generated pursuant to on-demand and spot contracts may fluctuate significantly due to variations in market pricing, customer usage patterns, and broader industry demand trends. In addition, the ND Group’s limited visibility into customer utilization, potential pricing pressures, and uncertainty regarding customer tenure, renewals, and churn could adversely affect the stability and predictability of the ND Group’s revenue streams. Any sustained reduction in customer demand, lower renewal rates, or shorter customer engagement periods could materially and adversely affect the ND Group’s business, operating results, financial condition, and prospects.

The loss of any key employees, or failure to attract, train and retain further skilled personnel, especially technical personnel, could impair the ND Group’s ability to grow its business and effectively execute its business strategy.

The ND Group’s business activities are based on knowledge developed by key employees at the company.

The ND Group’s ability to continue to grow its business and effectively execute its business strategy will depend largely on its ability to attract, retain and motivate skilled personnel. The ND Group has, from time to time, experienced, and is expected to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications for its Taiga Cloud and Ardent Data Centers operations. The technology industry, and the cloud and AI infrastructure industries more specifically, are subject to substantial and continuous competition for engineers with high levels of experience in designing, developing, and managing infrastructure and related services. Moreover, the industry in which the ND Group operates generally experiences high employee attrition. If it fails to develop and retain executives and employees with specialist or technological knowledge, there is a risk that the ND Group may not be able to effectively conduct its business and achieve its growth targets. The concentrated accumulation of strategic knowledge and skills can have a considerable impact on the performance of the ND Group if well-qualified employees are no longer available. Furthermore, the ND Group will need to build out its sales and customer support functions as it grows. If vacant positions cannot be filled with optimal candidates and existing employees cannot be retained, the ND Group may not be able to rapidly scale the sales and customer support functions in the Taiga Cloud and Ardent Data Centers operations to achieve and sustain its targeted growth. There is also a risk that short-term cuts in the workforce undertaken in the past to respond to economic and business developments could have a lasting negative impact on the ND Group’s perceived attractiveness as an employer, which may impair recruiting efforts. As the majority of the ND Group’s data center locations are in largely rural and/or isolated locations, this may adversely affect its ability to attract and retain qualified personnel and may increase its employee costs if the ND Group has to increase the compensation it pays in response to the market, or cover relocation costs, for example.

If the ND Group fails to attract, train and retain skilled personnel, especially technical personnel, this could materially impair its ability to grow its business and effectively execute its business strategy.

Past and future acquisitions, strategic investments, partnerships, or alliances could be difficult to identify and integrate, expose the ND Group to potential risks, divert the attention of key management personnel and adversely affect its business, operating results, financial condition, and prospects.

As part of its business strategy, the ND Group has made and expects to continue to make investments in and/or acquire complementary companies, services, products, technologies, or talent. It may not be able to find suitable acquisition candidates in the future or to complete such acquisitions on favorable terms, if at all. The costs of identifying and consummating investments and acquisitions, and integrating the acquired businesses, may be significant, and the integration of acquired businesses may be difficult or even disruptive to the ND Group’s existing business operations. Due diligence efforts may fail to identify all of the challenges, liabilities, or other shortcomings involved in an acquisition. Completed acquisitions may not ultimately strengthen the ND Group’s competitive position. Investments or acquisitions may not yield the results expected and could result in the use of substantial amounts of capital, significant amortization expenses related to intangible assets, significant diversion of management attention and exposure to potential unknown liabilities of the acquired businesses.

If negative publicity arises with respect to the ND Group, its infrastructure and platform services, its employees, its third-party suppliers, service providers, or its partners, its business, operating results, financial condition and prospects could be adversely affected, regardless of whether the negative publicity is true.

Negative publicity about the ND Group, its infrastructure and platform services, even if inaccurate or untrue, could adversely affect its reputation and the confidence in its infrastructure and platform services, which could harm its business, operating results, financial condition and prospects. For example, Northern Data has in the past been subject to critical media coverage regarding, among other things, its former cryptocurrency mining activities, its financial reporting and corporate governance matters, and there can be no assurance that such critical coverage will not recur or that new areas of criticism will not emerge. Harm to Northern Data’s reputation can also arise from sources such as employee misconduct and misconduct by the ND Group’s partners, consultants, suppliers, and outsourced service providers. Additionally, negative publicity with respect to the ND Group’s partners or service providers could also affect its business, operating results, financial condition and prospects to the extent that it relies on these partners or if existing customers or prospective customers associate the ND Group with these partners.

If the ND Group’s owned data center facilities or its leased colocation spaces experience damage, interruption, or a security breach, the ND Group’s ability to provide access to its infrastructure and maintain the performance of its network could be negatively impacted.

The data center facilities housing the ND Group’s network infrastructure and equipment are vulnerable to damage or interruption from a variety of sources, including power loss, system failures, computer and other cybersecurity vulnerabilities, physical or electronic break-ins, human error, malfeasance or interference, terrorist acts as well as earthquakes, floods, fires, and other catastrophic events. As of the date of this joint information statement/prospectus, the ND Group operates its HPC infrastructure across a limited number of data center locations, including facilities in Europe and North America, which increases the ND Group’s exposure to localized disruptions affecting any single site.

To the extent the ND Group leases data center space, it does not control the operation of these third-party facilities and could become subject to service disruptions as well as failures to provide adequate service levels and support to customers for reasons that are outside of its direct control. In such cases, its supervision of third-party staff, contingency plans and procedures may be insufficient to prevent interruptions. Damage claims resulting from the interruption of its Taiga Cloud operations due to failures at leased third-party colocation facilities can materially and adversely affect the ND Group’s business, as would direct damage to its GPUs that are located at such third-party facilities. The ND Group’s agreements with third-party colocation providers may include limitations on liability and insufficient service level guarantees, which may leave the ND Group without recourse to recover all of the damages it may suffer.

If the ND Group is successful in expanding its data center capacity, it may rely to a larger extent on the use of its own data centers for the provision of its HPC infrastructure solutions in the future. While control over the physical environment of its HPC infrastructure may be a strength of the ND Group’s business, interruptions of its Taiga Cloud operations resulting from its own data centers may leave it without the possibility to seek recourse to recover damages which it may have against third-party colocation providers if interruptions were caused by disruptive events at a third-party facility and not at its own data centers. Further, to the extent that the ND Group rents out colocation space at its own data centers to customers in the future as planned, it may become liable for damages to its customers’ equipment and interruptions to its customers’ operations if such damages were to result from disruptive events at its data centers. This may subject the ND Group to contractual liability, legal liability and monetary damages, regulatory sanctions, or, in certain cases of repeated failures, customer termination rights.

The ND Group’s operations rely on a relatively small number of data centers and a significant disruption in any of these data centers would have a greater impact on the ND Group than if it had spread its operations over a greater number of data centers. Even once the ND Group has successfully completed its current data center development plans, it may depend on the uninterrupted operations of a relatively small number of data center locations. The ND Group’s colocation contracts have an average remaining term of several years. The ND Group continuously monitors renewal conditions and works to secure equivalent or improved terms. However, if the ND Group is unable to renew these agreements under comparable or more favorable conditions, its operations could be exposed to additional risks.

The ND Group is dependent on a secure, around-the-clock power supply in large quantities for the operation of its HPC infrastructure. The limited availability of power and/or water and power outages may adversely affect its results of operations.

The ND Group requires power supply to provide many services it offers, such as powering and cooling its hardware and network equipment and operating critical data center plant and equipment infrastructure. The ND Group is subject to risks associated with obtaining access to a sufficient amount of power from local utilities and constraints on the amount of electricity that a particular locality’s power grid is capable of providing at any given time. Limitations on generation, transmission, and distribution may limit the ND Group’s ability to obtain sufficient power capacity for the operation and expansion of its business. Given that the ND Group’s business model relies on operating HPC infrastructure and GPU clusters, which are particularly energy-intensive, the ND Group is especially vulnerable to power supply risks and any constraints on power availability could have a disproportionate impact on its operations compared to less energy-intensive businesses.

Technical failures at power suppliers may negatively affect power generation or power delivery to the ND Group’s data centers. Unplanned power outages could result from, among other causes, storms, earthquakes, fires, flooding, cyberattacks, physical attacks on utility infrastructure, and any failures of electrical power grids more generally. Direct damage to the data centers, due to severe weather conditions, for example, could also cause outages. Power outages may last beyond a data center’s backup and alternative power arrangements. The ND Group does not currently have direct control to preempt outages and provide for backup measures. Every circumstance that could lead to an interruption of the power supply of the data centers that the ND Group uses has a direct impact on its operations and its customers’ operations.

The ND Group depends upon third-party suppliers for power and is vulnerable to price increases by such suppliers and to volatility in the supply and price of power in the open market.

The fluctuating price of electricity required for the ND Group’s operations and to power its expansion may inhibit its profitability. Factors leading to price fluctuation may include regulations intended to regulate carbon emissions and other pollutants, ratepayer surcharges related to recovering the cost of extreme weather events and natural disasters, geopolitical conflicts, military conflicts, inflation, grid modernization charges, and other charges borne by ratepayers. The cost for power is expected to continue to be volatile and unpredictable and subject to inflationary pressures, which could materially affect financial forecasting and future prospects. This risk is particularly relevant for Northern Data, as its high-performance computing and AI infrastructure operations are highly energy-intensive and energy costs constitute a significant portion of its operating expenses. Increases in the cost of power at any of the ND Group’s data centers could put those locations at a competitive disadvantage relative to data centers that are supplied with power at a lower price.

The ND Group also attempts to source power from low-carbon and renewable sources, which may not be able to provide enough power on economic terms that are acceptable to it, or at all.

Cyber- and IT-security incidents, including data security breaches or computer viruses, could harm the ND Group’s business by disrupting its delivery of services, damaging its reputation, or exposing it to liability.

Cybercrime continues to increase and evolve globally, driven by reliance on technology and increased exposure through remote work, and further professionalization of criminal enterprises. Despite security measures implemented by the ND Group, its facilities, systems and procedures, and those of its third-party service providers, may be vulnerable to security breaches, acts of vandalism, software viruses, misplaced or lost data, programming or human errors or other similar events which may disrupt the ND Group’s delivery of services or expose the confidential information of its customers and others. The techniques used to obtain unauthorized access to systems or sabotage systems change frequently and therefore the ND Group may be unable to anticipate these techniques and implement adequate preventative measures. Its servers may be vulnerable to computer viruses or physical or electronic break-ins that its security measures may not detect. If compromised, the ND Group’s own systems could be used to facilitate or magnify an attack. Companies acquired by the ND Group may have undetected cybersecurity vulnerabilities or unsophisticated security measures, which may expose it to significant cybersecurity, operational and financial risks. Given the ND Group’s focus on high-performance computing infrastructure, AI cloud services and data center operations, its systems may be particularly attractive targets for cyberattacks aimed at exploiting or disrupting valuable computing resources, or gaining unauthorized access to sensitive data processed for clients in AI, machine learning and other computationally

intensive applications. Protecting its own assets has become more expensive and these costs may increase as the threat landscape increases, including as a result of the use of AI by bad actors. In the event of a future breach or incident, the ND Group could be required to expend additional significant capital and other resources to prevent further breaches or incidents, which may require it to divert substantial resources.

Unauthorized access to the ND Group’s computer systems or its customers’ computer systems, which it operates or uses to store data, could result in the theft, including cyber-theft, or improper disclosure of confidential information, and the deletion or modification of records could cause interruptions in its operations. Although the ND Group’s internal security program includes employee awareness training, confidential information of its customers and others may be inadvertently disclosed due to human error. The ND Group is subject to various and sometimes conflicting data privacy laws in the jurisdictions in which it operates, including the EU General Data Protection Regulation, which obligates the ND Group to comply with certain consumer and employee rights concerning data it may collect about these individuals in the course of its business. If such personal information and/or confidential information were disclosed, accessed, or taken without consent, the ND Group could be subject to legal liabilities and reputational damages. These risks will increase if the ND Group grows the scale and functionality of its infrastructure and as it stores, transmits, and otherwise processes increasingly large amounts of information and data, which may include proprietary, sensitive or confidential data, or personal or identifying information.

The ND Group’s liability in connection with any security breaches, incidents, cyberattacks, or other disruptions to its solutions or operations may not be adequately covered by insurance, and such events may result in an increase in costs for insurance or insurance not being available to the ND Group on economically feasible terms, or at all. Insurers may also deny coverage for any future claim. Moreover, insurance coverage may be limited due to limitations and exclusions, if available at all. Any of these risks could harm the ND Group’s business, operating results, financial condition, and prospects.

The ND Group’s insurance coverage is limited and may not be adequate to cover potential losses and liabilities. A significant uninsured loss or a loss in excess of its insurance coverage could have a material adverse effect on its business, operating results, financial condition and prospects.

The principal risks covered by the ND Group’s insurance policies relate to property damage, business interruption, employers, product and public liability, group general liability (master cover) with coverage of EUR 10 million, local liability policies (local cover) providing additional coverage, and property insurance with a policy limit of approximately USD 111 million, as well as certain other claims consistent with customary practice in the industries in which it operates. Given the nature of the ND Group’s business, which involves the operation of data centers with high-value computing infrastructure and significant power consumption, the ND Group is exposed to specific risks such as equipment failures, cooling system malfunctions, fire hazards and power outages, which may result in substantial property damage or business interruption. It may prove more difficult and costly to maintain adequate levels of insurance at levels deemed reasonable as the ND Group’s data centers and manufacturing facilities age and if it grows its global business operations.

The ND Group could be exposed to claims and/or legal proceedings that could be significant, such as claims related to interruption of its and its customers’ operations and damage to its customers’ equipment, or privacy-related claims, and its contracts may not fully limit or insulate it from those liabilities, if at all. Although the ND Group has various insurance coverage plans in place, that coverage may not continue to be available on reasonable terms or in sufficient amounts to cover such claims. The ND Group’s existing insurance policies may be inapplicable or not adequate to offset its exposure to such potential liability, especially in cases of prolonged or extraordinary adverse events. In addition, there are certain types of losses, such as from war, acts of terrorism and certain natural disasters, for which the ND Group cannot obtain insurance at a reasonable cost, or at all. The successful assertion of one or more large claims against the ND Group that are excluded from its insurance coverage or that exceed available insurance coverage may result in substantial losses and the diversion of resources, which may in turn materially and adversely affect the ND Group’s business, operating results, financial condition and prospects. In addition, its reputation may be damaged if claims are asserted against it in connection with breaches of privacy, or other issues, regardless of whether these claims are justified or not.

Risks Relating to the Regulatory Environment and Legal Risks

Rumble and Northern Data are subject to a variety of international government regulations. Changes in these regulations could have an adverse impact on the business, financial position and results of operations.

Rumble and Northern Data are subject to regulations in the following areas, among others:

•        environmental protection, including climate change;

•        domestic and international tax laws and currency controls;

•        safety;

•        securities laws applicable in the United States, the European Union, Germany, and other jurisdictions;

•        trade and import/export restrictions, as well as economic sanctions laws;

•        antitrust matters;

•        laws regarding data privacy, confidentiality and trade secrets; and

•        global anti-bribery laws, including the U.S. Foreign Corrupt Practices Act.

Changes in these or other regulatory areas may impact Rumble’s and Northern Data’s profitability, may require Rumble and Northern Data to spend additional resources to comply with the regulations, or may restrict their ability to compete effectively in the marketplace. Non-compliance with such laws and regulations could result in penalties or sanctions that could have an adverse impact on Rumble’s and Northern Data’s financial results and/or reputations.

Rumble and Northern Data are subject to various environmental and occupational health and safety laws and regulations, including those governing the discharge of pollutants into the air or water, the storage, handling and disposal of chemicals, hazardous substances and wastes, the remediation of contamination, the regulation of greenhouse gas emissions, and other potential climate change initiatives. Violations of these laws could result in substantial penalties, third-party claims for property damage or personal injury, or sanctions.

Rumble and Northern Data are subject to anti-corruption laws in the jurisdictions in which they operate, as well as trade compliance and economic sanctions laws and regulations. A failure to comply with these laws and regulations may subject the companies to civil and criminal penalties, harm their reputations and adversely impact their respective businesses or results of operations.

Doing business globally requires Rumble and Northern Data to comply with the laws and regulations of numerous jurisdictions, placing restrictions on operations and business practices. Certain laws and regulations, such as those related to anti-corruption, trade and compliance and economic sanctions, require Rumble and Northern Data to implement policies and procedures designed to ensure that Rumble and Northern Data, their employees and other intermediaries comply with the applicable restrictions. These restrictions include prohibitions on the sale or supply of certain products, services and any other economic resources to embargoed or sanctioned countries, governments, persons and entities. Furthermore, as a result of the Business Combination and the transaction structure, Rumble and Northern Data may become subject to additional laws and regulations that, among other things, may place further restrictions on the companies’ operations and business practices, and may lead to Rumble losing existing business or limiting its ability to generate new business, which could have an adverse effect on their respective operations in these or other countries, and may result in certain categories of investors divesting Rumble Class A Common Shares, which could in turn have an adverse effect on the price of Rumble Class A Common Shares. Violations of anti-corruption laws, export control laws and regulations, and economic sanctions laws and regulations are punishable by civil penalties, including fines and debarment from government contracts, as well as criminal fines and imprisonment. If Rumble or Northern Data fails to comply with laws governing the conduct of international operations, Rumble or Northern Data may be subject to criminal and civil penalties and other remedial measures, which could adversely affect its reputation, business and results of operations.

The operation of Rumble Wallet exposes Rumble to significant regulatory, operational, security and market risks that could adversely affect its business, financial condition, results of operations, and reputation.

The operation of the Rumble Wallet, Rumble’s recently launched non-custodial crypto wallet, which enables users to hold multiple cryptocurrencies, engage in tipping on Rumble’s video platform, and utilize on- and off-ramps through partnership with a third-party crypto exchange, exposes Rumble to significant regulatory, operational, security, and market risks that could adversely affect Rumble’s business, financial condition, results of operations, and reputation.

The cryptocurrency industry is subject to extensive and evolving regulatory scrutiny in the United States and internationally, including from federal agencies and state financial regulators. Rumble’s crypto wallet and associated features, even though non-custodial in nature (meaning Rumble does not hold or control users’ private keys or assets), may be deemed to involve money transmission, securities activities, or other regulated financial services, particularly in connection with tipping functionality and integrations with third-party exchanges for fiat-to-crypto conversions. Changes in laws, regulations, or interpretations, such as classifications of certain cryptocurrencies as securities, enhanced know-your-customer (KYC) or anti-money laundering (AML) requirements, or restrictions on non-custodial wallets, could require Rumble to obtain licenses, modify offerings, or cease operations in certain jurisdictions. Non-compliance, whether actual or alleged, could result in investigations, enforcement actions, fines, penalties, or litigation, which may be costly and time-consuming to defend. For example, if regulators view Rumble’s tipping feature as facilitating unregistered securities transactions or unlicensed money services, Rumble could face significant liabilities.

Rumble’s reliance on a partnership with an existing crypto exchange for on- and off-ramp services introduces dependency risks. The exchange may experience operational disruptions, security breaches, regulatory issues, or insolvency, which could interrupt Rumble’s users’ ability to deposit or withdraw funds, leading to user dissatisfaction, loss of trust, and potential claims against us. We have limited control over the exchange’s compliance, performance, or risk management practices, and any failures on the exchange’s part could be attributed to Rumble by users or regulators, harming Rumble’s brand and exposing Rumble to liability.

Security vulnerabilities remain a critical concern, despite the non-custodial design. Rumble’s video platform’s integration with the wallet could be targeted by cyberattacks, phishing schemes, or exploits aimed at users’ devices or our software interfaces, potentially resulting in unauthorized access, theft of user assets, or data breaches. User errors, such as loss of private keys or exposure to scams, could also lead to financial losses for which users might seek to hold Rumble responsible through lawsuits or negative publicity.

Competition in the crypto wallet space is significant, with established players offering similar non-custodial solutions. If Rumble’s wallet fails to achieve sufficient user adoption due to usability issues, lack of supported cryptocurrencies, or superior alternatives, Rumble may incur substantial development and marketing costs without corresponding benefits. Moreover, broader market events, such as crypto market crashes, exchange failures (such as the FTX bankruptcy), or increased regulatory crackdowns, could reduce overall interest in cryptocurrencies, diminishing the value of Rumble’s wallet features and potentially leading to impairment of related investments or assets. Any of these risks could result in increased operating expenses, loss of users, damage to its reputation, or material adverse effects on Rumble’s financial performance.

Rumble collects, stores, and processes large amounts of video content and personal information of its users and subscribers. If Rumble’s information security safeguards and measures are breached, Rumble’s sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing Rumble’s content or using Rumble’s services, Rumble’s business and operating results could be harmed, and Rumble could face legal claims from users and subscribers.

Rumble collects, stores, and processes large amounts of video content (including videos that are not intended for public consumption) and personal information of its users, cloud customers, and subscribers. Rumble also shares such personal information, where appropriate, with third parties that help operate Rumble’s business. Rumble aims to secure its systems but despite these efforts, Rumble may fail to properly secure its systems and user and subscriber data. This could be caused by technical issues (bugs), viruses, obsolete technology, human error, internal or external malfeasance, or undiscovered vulnerabilities, and could lead to unauthorized disclosure, acquisition, or loss of personal or confidential information. Rumble routinely receives reports from security researchers regarding potential vulnerabilities in its applications. Rumble also relies on open-source software for various functions, which may contain undiscovered security flaws and create additional technical vulnerabilities. Despite Rumble’s ongoing

and additional investments in its cybersecurity posture, such improvements and reviews may not identify abuses of Rumble’s platforms and misuse of user and subscriber data. The existence of such vulnerabilities, if undetected or detected but not remediated, could result in unauthorized access to or acquisition of user and subscriber data on Rumble’s systems.

A cybersecurity incident or breach could expose Rumble to regulatory actions and litigation. Depending on the circumstances, Rumble may be required to disclose a suspected cybersecurity incident or breach to regulatory authorities or law enforcement, affected individuals, and the public. This could lead to regulatory actions, including the possibility of fines, class actions or other litigation by affected individuals, reputational harm, costly investigation and remedial efforts, the triggering of indemnification obligations under data protection agreements with subscribers, vendors, or third-party service providers, and business partners, higher premiums for cybersecurity insurance and other insurance policies, and the inability to obtain cybersecurity insurance or other forms of insurance. Rumble does not presently maintain cybersecurity insurance to cover losses that may result from any breach of security, and, given industry trends generally, Rumble expects that any such cybersecurity insurance coverage will be difficult to obtain in the future on acceptable terms. As a result, Rumble’s results of operations or financial condition may be materially and adversely affected if Rumble experiences a cybersecurity-related loss.

Rumble operates across many domestic and international jurisdictions, which may subject it to cybersecurity, privacy, data security, data protection, and online content laws with uncertain interpretations.

International laws and regulations relating to cybersecurity, privacy, data security, data protection, and online content often are more restrictive than those in the United States. Consequently, as Rumble expands from Canada and the United States into other jurisdictions and becomes subject to additional data protection and online content regimes, Rumble increases its risk of non-compliance with applicable foreign data protection and online content laws, including laws that expose Rumble to civil or criminal penalties in certain jurisdictions for its content moderation decisions. Rumble may be required to change and limit the way it uses personal information in the operation of its business and may have difficulty maintaining a single operating model that is compliant with competing data protection and online content regimes. Further, in addition, various federal, state, provincial, and foreign legislative and regulatory bodies, or self-regulatory organizations, may expand current laws or regulations, enact new laws or regulations, or issue revised rules or guidance regarding cybersecurity, privacy, data security, data protection, and online content. There is ambiguity with respect to certain aspects of these laws, resulting in further uncertainty and potentially requiring Rumble to modify its data protection practices and policies and to incur substantial additional costs and expenses in an effort to comply. In addition, such laws may have potentially conflicting requirements that may make compliance more challenging.

Inadequate technical and legal intellectual property protections could prevent Rumble from defending or securing its proprietary technology and intellectual property.

Rumble’s success is dependent, in part, upon protecting its proprietary information and technology. Rumble may be unsuccessful in adequately protecting its intellectual property. No assurance can be given that confidentiality, non-disclosure, or invention assignment agreements with employees, consultants, or other parties will not be breached or will otherwise be effective in controlling access to and distribution of the Rumble platform or solutions, or certain aspects of the Rumble platform or solutions, and proprietary information. Further, these agreements do not prevent competitors from independently developing technologies that are substantially equivalent or superior to the Rumble platform or solutions. Additionally, certain unauthorized use of Rumble’s intellectual property may go undetected, or Rumble may face legal or practical barriers to enforcing its legal rights even where unauthorized use is detected.

Current law may not provide for adequate protection of the Rumble platform or data. In addition, legal standards relating to the validity, enforceability, and scope of protection of proprietary rights in internet-related businesses are uncertain and evolving, and changes in these standards may adversely impact the viability or value of Rumble’s proprietary rights. Some license provisions protecting against unauthorized use, copying, transfer, and disclosure of the Rumble platform, or certain aspects of the Rumble platform, or Rumble data may be unenforceable under the laws of certain jurisdictions. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. To the extent Rumble expands its international activities, its exposure to unauthorized copying and use of Rumble data or certain aspects of the Rumble platform may increase. Competitors, foreign governments, foreign

government-backed actors, criminals, or other third parties may gain unauthorized access to Rumble’s proprietary information and technology. Accordingly, despite Rumble’s efforts, Rumble may be unable to prevent third parties from infringing upon or misappropriating its technology and intellectual property.

To protect its intellectual property rights, Rumble will be required to spend significant resources to monitor and protect these rights, and Rumble may or may not be able to detect infringement by customers or third parties. Litigation has been and may be necessary in the future to enforce Rumble’s intellectual property rights and to protect its trade secrets. Such litigation could be costly, time-consuming, and distracting to management and could result in the impairment or loss of portions of Rumble’s intellectual property. Furthermore, Rumble’s efforts to enforce its intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of Rumble’s intellectual property rights. Rumble’s inability to protect its proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of management’s attention and resources, could delay further sales or the implementation of the Rumble platform or solutions, impair the functionality of the Rumble platform or solutions, delay introductions of new features, integrations, and capabilities, result in Rumble substituting inferior or more costly technologies into its platform or solutions, or injure Rumble’s reputation. In addition, Rumble may be required to license additional technology from third parties to develop and market new features, integrations, and capabilities, and Rumble cannot be certain that it could license that technology on commercially reasonable terms or at all, and Rumble’s inability to license this technology could harm its ability to compete.

Rumble may face liability for hosting content that allegedly infringes on third-party copyright and trademark rights.

If content providers do not have sufficient rights to the video content or other material that they upload or make available to Rumble, or if such video content or other material infringes or is alleged to infringe the intellectual property rights of third parties, Rumble could be subject to claims from those third parties, which could adversely affect its business, results of operations, and financial condition. Although Rumble’s content policies prohibit users from submitting infringing content to Rumble and require users to indemnify Rumble for claims related to violations of the rights of third parties arising from the submission of content to Rumble (including with respect to infringements of intellectual property rights), Rumble does not verify that content providers own or have rights to all of the video content or other material that they upload or make available. As a result, Rumble may face potential liability for copyright or other intellectual property infringement, or other claims. Litigation to defend these claims could be costly and have an adverse effect on Rumble’s business, results of operations, and financial condition. Rumble can provide no assurance that it is adequately insured to cover claims related to user content or that its indemnification provisions will be adequate to mitigate all liability that may be imposed on Rumble as a result of claims related to user content.

Risks Relating to Rumble Class A Common Shares

The rights and responsibilities of the Rumble Stockholders are governed by Delaware law and the Rumble Charter and Rumble Bylaws, which will differ in material respects from the rights and responsibilities of shareholders under German law and the current organizational documents of Northern Data.

Rumble’s corporate affairs are governed by the Rumble Charter and the Rumble Bylaws and the laws governing companies incorporated in Delaware. The rights of Rumble Stockholders and the responsibilities of members of the Rumble Board under the laws of Delaware differ from the rights of shareholders and the responsibilities of a company’s managing board and the supervisory board of a stock corporation under German law. Certain key differences are described in the section of this document entitled “Comparison of Rights of Rumble Stockholders and Northern Data Shareholders.”

Following the Business Combination, Rumble will continue to be controlled by one principal stockholder.

Rumble is controlled by Mr. Pavlovski, who is the CEO of Rumble and serves as its Chairman. He will continue as CEO of Rumble and continue to serve as its Chairman following the consummation of the Business Combination. Mr. Pavlovski was able to exercise approximately 83% of the voting power of Rumble’s outstanding capital stock as of March 30, 2026. Following the Business Combination, it is anticipated that Mr. Pavlovski will continue to exercise approximately 78% of the voting power of Rumble’s outstanding capital stock and it will be difficult for a third party to acquire Rumble without Mr. Pavlovski’s approval, even if doing so may be beneficial to stockholders.

FORWARD-LOOKING STATEMENTS

Certain statements and assumptions in this document contain or are based on “forward-looking” information. Forward-looking statements are based on Rumble’s or Northern Data’s beliefs and assumptions on the basis of factors currently known to them. These forward-looking statements include terms and phrases such as: “anticipate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will,” “potential,” “forecast,” and similar expressions. These forward-looking statements include statements regarding benefits of the proposed Business Combination, integration plans and potential benefits, anticipated future growth, and financial and operating performance and results. Forward-looking statements involve significant risks and uncertainties that may cause actual results to be materially different from the results predicted or expected. No assurance can be given that these forward-looking statements will prove accurate and correct, or that projected or anticipated future results will be achieved. All forward-looking statements included in this document are based upon information available to Rumble and Northern Data on the date hereof, and each of Rumble and Northern Data disclaims and does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than Rumble or Northern Data has described. All such factors are difficult to predict and beyond Rumble’s or Northern Data’s control. These factors include:

•        failure to obtain applicable regulatory approvals in a timely manner or otherwise, or being required to accept conditions, including divestitures, that could reduce the anticipated benefits of the proposed Business Combination as a condition to obtaining regulatory approvals;

•        the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed;

•        the ability to implement the Business Combination and to satisfy applicable conditions to the Takeover Offer without delay or at all;

•        the ability to integrate the operations of Rumble and Northern Data, the ultimate outcome of the combined company’s commercial and operating strategy;

•        operating costs, customer loss or business disruption being greater than expected in anticipation of, or, if consummated, following, the Business Combination;

•        the effects of a combination of Rumble and Northern Data, including the combined company’s future financial position, operating results, strategy and plans and the effects of announcing the completion of the Business Combination;

•        risks that the growth strategy of the combined business may require a significant amount of debt financing, which may be available on unfavorable terms, if at all, and risks relating to the ability of the combined business to service such debt obligations;

•        the risks related to disruption of management time from ongoing business operations of each of Rumble and Northern Data due to the Business Combination;

•        unanticipated litigation, claims or assessments, as well as the outcome or impact of any current or pending litigation, claims or assessments, including litigation related to the Business Combination;

•        potential security violations to the combined company’s, Rumble’s and Northern Data’s information technology systems;

•        changes in legislation or governmental regulations affecting the combined company, Rumble or Northern Data; international, national or local economic, social or political conditions or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws that could adversely affect the combined company, Rumble, Northern Data or their respective clients;

•        the uncertainty of the value of the Rumble Class A Common Shares to be issued pursuant to the Takeover Offer due to the fixed Offer Exchange Ratio and potential fluctuation in the market price of Rumble Class A Common Shares; and

•        other factors discussed elsewhere in this document.

The foregoing list of factors is not exhaustive. For further discussion of these and other risks, contingencies, and uncertainties applicable to Rumble and Northern Data, please see the section of this document entitled “Risk Factors” as well as Rumble’s other filings with the SEC incorporated herein by reference. Please see the section of this document entitled “Where You Can Find More Information” for more information about the SEC filings incorporated by reference into this joint information statement/prospectus.

All subsequent written or oral forward-looking statements attributable to Rumble, Northern Data or any person acting on its or their behalf are expressly qualified in their entirety by the cautionary statements contained in this section. All forward-looking statements speak only as of the date they are made and are based on information available at that time. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

You are strongly advised to read this entire document, including the documents incorporated by reference herein, including the sections of this document entitled: “Summary,” “Risk Factors,” “Business and Certain Information About Rumble,” “Business and Certain Information about Northern Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Northern Data.” These sections include more detailed descriptions of factors that might have an impact on the business of Rumble and Northern Data and the market in which they operate.

Where You Can Find More Information

Rumble files annual, quarterly and current reports, proxy statements and other business and financial information with the SEC as required by the Exchange Act. The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including Rumble, who file electronically with the SEC. The address of that website is www.sec.gov.

You may also consult Rumble and Northern Data’s websites for more information concerning the Business Combination described in this joint information statement/prospectus. Rumble’s website is corp.rumble.com, and Northern Data’s website is www.northerndata.de. The information contained on the websites of Rumble, Northern Data and the SEC (except for the filings described below) is expressly not incorporated by reference into this joint information statement/prospectus, nor does it constitute part of this joint information statement/prospectus.

Rumble has filed with the SEC a registration statement of which this joint information statement/prospectus forms a part. The registration statement registers the Rumble Class A Common Shares to be issued to Northern Data Shareholders in connection with the Business Combination. The registration statement, including the attached exhibits, annexes and schedules, contains additional relevant information about the Rumble Class A Common Shares. The rules and regulations of the SEC allow Rumble to omit certain information included in the registration statement from this joint information statement/prospectus.

In addition, the SEC allows Rumble to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a part of this joint information statement/prospectus, except for any information that is superseded or updated by information included directly in this joint information statement/prospectus.

This joint information statement/prospectus incorporates by reference the documents listed below that Rumble has previously filed or will file with the SEC (other than information furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K). They contain important information about Rumble, its financial condition and other matters.

Rumble incorporates by reference into this joint information statement/prospectus the documents listed below (other than any portions thereof deemed furnished and not filed in accordance with SEC rules):

•        Rumble’s Annual Report on Form 10-K filed with the SEC on March 5, 2026;

•        Rumble’s Current Report on Form 8-K filed with the SEC on March 27, 2026; and

•        the description of Rumble Class A Common Shares contained in our registration statement on Form 8-A (File No. 001-40079), filed with the SEC under Section 12(b) of the Exchange Act on February 17, 2021, as updated by Exhibit 4.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including any amendment or report filed for the purpose of updating such description.

All documents filed by Rumble pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K) from the date of the offer to the date that the Northern Data Shares are accepted for exchange pursuant to the Takeover Offer, or the date that the Takeover Offer is terminated, shall also be deemed to be incorporated herein by reference.

Rumble makes its annual and interim reports and other information available on investors.rumble.com. The information contained in, on or accessible through Rumble’s website does not constitute a part of, and is not incorporated by reference in, this joint information statement/prospectus.

You may obtain any of the documents listed above from the SEC, through the SEC’s website or from Rumble by requesting them in writing or by telephone at the following address:

Rumble Inc.
444 Gulf of Mexico Drive
Longboat Key, Florida 34228
Attn: Corporate Secretary
+1 (941) 210-0196

These documents are available from Rumble without charge, excluding any exhibits to them unless the exhibit is specifically listed as an exhibit to the registration statement of which this joint information statement/prospectus forms a part.

Each document incorporated by reference into this document is current only as of the date of such document, and the incorporation by reference of such document is not intended to create any implication that there has been no change in the affairs of Rumble since the date of the relevant document or that the information contained in such document is current as of any time subsequent to its date. Any statement contained in such incorporated documents is deemed to be modified or superseded for the purpose of this document to the extent that a subsequent statement contained in another document that is incorporated by reference into this document at a later date modifies or supersedes that statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this document.

THE BUSINESS COMBINATION

Information About the Companies

Rumble

Rumble, the Freedom-First technology platform, is designed to help content creators manage, distribute, and monetize their content by connecting them with brands, publishers, and directly to their subscribers and followers. On September 16, 2022, Rumble completed the 2022 Business Combination pursuant to a business combination agreement with CF VI, a special purpose acquisition vehicle. Following the completion of the 2022 Business Combination, the Rumble Class A Common Shares began trading on the Nasdaq.

Rumble’s Class A Common Shares are listed on the Nasdaq under the symbol “RUM” and our publicly traded warrants to purchase one Rumble Class A Common Share are listed on the Nasdaq under the symbol “RUMBW.”

Rumble’s principal executive office is located at 444 Gulf of Mexico Drive, Longboat Key, Florida 34228. Rumble’s registered office is located at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, and the name of Rumble’s registered agent at such address is Corporation Service Company.

Northern Data

Northern Data is a provider of full-stack AI and HPC solutions, leveraging a network of high-density, liquid-cooled, GPU-based technology to enable the world’s most innovative companies. Together with its partners, Northern Data is passionate about the potential of HPC to drive both technological and societal transformation. We believe that Northern Data has one of the largest GPU clusters for HPC in Europe through its Taiga Cloud business, while its Ardent Data Centers business has a network of owned and colocation data centers across the globe.

Northern Data Shares are listed, among other venues, on the Regulated Unofficial Market of the Munich Stock Exchange (Börse München) in the m:access segment and in the electronic trading system of the Frankfurt Stock Exchange (Xetra) under the symbol “NB2”.

Northern Data’s registered office and business address is An der Welle 3, 60322 Frankfurt am Main, Germany (telephone: +49 (0)69 3487 5225), LEI 391200LB6JA3HAQWTS32. It is registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under HRB 106465.

Background of the Business Combination

As part of Rumble’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Rumble Board and members of Rumble’s senior management team regularly review, consider and assess Rumble’s operations, financial performance, future growth prospects and strategic plans and consider various strategic opportunities, taking into account various factors, including the business, competitive, regulatory, financing and economic environments and developments in Rumble’s industry. As part of these strategic reviews, the Rumble Board regularly consulted with its financial and legal advisors. These reviews have included discussions of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives, as well as the potential benefits and risks of such potential opportunities compared to the risks and benefits of Rumble continuing to execute on its strategy as a standalone company.

On December 20, 2024, Rumble entered into a Transaction Agreement with Tether, pursuant to which, on February 7, 2025, Tether made a strategic investment in Rumble of $775 million, consisting of 103,333,333 newly issued Rumble Class A Common Shares, at a price of $7.50 per share. In connection with Tether’s strategic investment, Rumble and Tether, in its capacity as a significant shareholder of Rumble, engaged in various discussions relating to potential business opportunities that may be available to Rumble. As part of these discussions, Tether indicated that it owned a majority stake in Northern Data (although did not have a representative on its board of directors) and that Northern Data had recently been considering a potential U.S. listing for its Taiga Cloud and Ardent Data Centers businesses.

In order to facilitate a discussion between Rumble and Northern Data, Rumble delivered a draft confidentiality agreement to Aroosh Thillainathan, Northern Data’s CEO, on February 11, 2025. On February 14, 2025, Rumble and Northern Data entered into a mutual confidentiality agreement, which contained a 24-month term and an 18-month standstill binding on each of Rumble and Northern Data.

Following the execution of the confidentiality agreement, representatives of Rumble and Northern Data commenced preliminary discussions regarding a potential transaction that would involve Rumble acquiring the Taiga Cloud and Ardent Data Centers businesses from Northern Data in exchange for Rumble Class A Common Shares. The potential transaction would exclude Northern Data’s legacy Peak Mining brand and related Bitcoin mining assets (“Peak Mining”).

In mid-February 2025, Rumble entered into discussions with Guggenheim Securities regarding Guggenheim Securities acting as Rumble’s non-exclusive financial advisor in connection with a potential transaction with Northern Data. On March 7, 2025, Guggenheim Securities delivered a draft engagement letter to Rumble.

On February 27, 2025, Mr. Thillainathan and John Hoffman, Northern Data’s Chief Operating Officer (who was later appointed as co-CEO in September 2025), participated in a videoconference call with representatives of Rumble and Guggenheim Securities to provide an overview of Northern Data’s business.

On March 6, 2025, Messrs. Thillainathan and Hoffman, together with Elliot Jordan, Northern Data’s Chief Financial Officer, participated in a videoconference call with representatives of Rumble and Guggenheim Securities to discuss Northern Data’s financial model and related considerations.

On March 7, 2025, the Rumble Board met with members of Rumble’s senior management. At the meeting, Chris Pavlovski, Chairman and Chief Executive Officer of Rumble, summarized preliminary conversations with representatives of Northern Data regarding a potential acquisition. Members of Rumble’s senior management presented a business case for the potential transaction, including details on the assets held by Northern Data and related financial information. The Rumble Board authorized Rumble management to further explore the potential transaction and to negotiate an engagement letter with Guggenheim Securities.

On March 10, 2025, representatives of Rumble held a videoconference call with representatives from Guggenheim Securities and Rumble’s outside legal counsel, Willkie Farr & Gallagher LLP (“Willkie”), to discuss a potential transaction with Northern Data. The parties discussed certain issues relating thereto, including the structure of a potential transaction, the due diligence that Rumble would seek to conduct on Northern Data, the documentation that would be required for a potential transaction of this type and other related considerations. The parties also discussed the potential engagement by Rumble of a commercial advisor and accounting and tax advisor to assist with due diligence. On March 12, 2025, Guggenheim Securities circulated a draft transaction work plan and timeline for a potential transaction to representatives of Rumble and Willkie.

On March 17, 2025, representatives of Rumble held a videoconference call with representatives from Guggenheim Securities and Willkie to discuss the proposed work plan and timeline for a potential transaction.

On March 20, 2025, Messrs. Hoffman and Jordan participated in a videoconference call with representatives of Rumble, Guggenheim Securities and Doane Grant Thornton LLP (“Grant Thornton”), an accounting advisor to Rumble, to discuss considerations relating to Northern Data’s quality of earnings.

Also, on March 20, 2025, the Rumble Board held a meeting, which members of Rumble’s senior management and representatives of Guggenheim Securities and Willkie attended by invitation. At the meeting, Mr. Pavlovski provided a summary of his recent conversations with representatives of Northern Data regarding a potential transaction. Guggenheim Securities then summarized its preliminary views on opportunities and recent developments in the enterprise AI sector.

On March 21, 2025, Rumble entered into a confidentiality agreement with Boston Consulting Group (“BCG”) and subsequently, on April 2, 2025, entered into an engagement letter with BCG to assist with commercial due diligence for a potential transaction with Northern Data.

On March 24, 2025, representatives from Rumble, Guggenheim Securities and Willkie participated in an organizational videoconference call with representatives from Northern Data and its financial advisor, Jefferies, to discuss workstreams for a potential transaction, including due diligence and transaction structure. Following the meeting, Guggenheim Securities and Jefferies exchanged the due diligence request lists of Rumble and Northern Data, respectively.

On March 26, 2025, representatives from Willkie participated in a videoconference call with representatives from Latham & Watkins LLP (“Latham”), U.S. legal counsel to Northern Data, to discuss legal due diligence, transaction structure and legal documentation.

On March 28, 2025, representatives of Rumble and Northern Data participated in a videoconference call with Guggenheim Securities and Jefferies, pursuant to which they discussed a technical overview of Rumble and Northern Data and potential considerations around the strategy of the potential combined company.

On April 2, 2025, representatives from Rumble, Northern Data, Guggenheim Securities, Jefferies, Willkie and Latham participated in a videoconference call to discuss the structure of a potential transaction. The structure discussed involved the acquisition by Rumble of a newly formed subsidiary of Northern Data (“Northern Data Holdco”) that would, following an internal restructuring, own the Taiga Cloud and Ardent Data Centers businesses of Northern Data but exclude Peak Mining and other assets. In exchange for acquiring Northern Data Holdco, Rumble would issue Rumble Class A Common Shares to Northern Data. Also, on April 2, representatives from Rumble and Northern Data participated in a videoconference call with Guggenheim Securities and Jefferies to further discuss the potential technical capabilities of the potential combined company.

On April 9, 2025, representatives from Willkie held a videoconference call with Gleiss Lutz Hootz Hirsch PartmbB Rechtsanwälte, Steuerberater (“Gleiss”), German legal counsel to Northern Data, to discuss German law considerations relating to a potential transaction, including the proposed transaction structure. Also, on April 9, 2025, Rumble engaged Grant Thornton to assist with financial and tax due diligence for the potential transaction.

On April 10, 2025, the Rumble Board held a meeting, which members of Rumble’s senior management and representatives of Guggenheim Securities and Willkie attended by invitation. At the meeting, members of Rumble’s senior management provided an update on the status of their consideration of a potential transaction with Northern Data. Mr. Pavlovski provided his views on the potential strategic and other benefits of a potential transaction and Guggenheim Securities provided an overview of the strategic rationale for the transaction, including individual capabilities of the two companies and the combined capabilities.

On April 11, 2025, representatives from Grant Thornton and Ernst & Young LLP (“E&Y”), Northern Data’s tax advisor, participated in a videoconference call with representatives from Rumble, Northern Data, Guggenheim Securities, Jefferies, Willkie and Latham relating to the structure of a potential transaction, including related tax consequences.

Additionally, on April 11, 2025, Mr. Thillainathan and a representative from Apeiron, a significant shareholder of Northern Data, met with Mr. Pavlovski and other members of Rumble’s senior management at Rumble’s offices in Toronto, Canada to discuss the potential transaction and the potential opportunities that may be available through a business combination.

On April 17, 2025, the Rumble Board held a meeting, which members of Rumble’s senior management and representatives of BCG, Guggenheim Securities and Willkie attended by invitation. At the meeting, Mr. Pavlovski updated the Rumble Board on his discussions with Northern Data to date. BCG then presented its commercial due diligence findings regarding Northern Data. BCG also led a discussion focused on the Taiga Cloud and Ardent Data Centers businesses, the competitive landscape of its industry and the potential risks and benefits of a potential transaction between Rumble and Northern Data. A discussion regarding the risks and rewards, timing, and necessary diligence for a potential transaction followed. At the meeting, the Rumble Board authorized management, together with its legal and financial advisors, to continue engaging with Northern Data to further evaluate the viability of a potential transaction.

In mid- to late April 2025, Willkie prepared a draft purchase agreement for a potential transaction based on the transaction structure discussed to date and engaged in discussions with representatives from Rumble and its advisors regarding issues pertinent to the agreement, including the treatment of Northern Data’s outstanding debt, the Rumble share consideration, potential purchase price adjustments, the treatment of Northern Data employees and post-closing recourse. Rumble and its advisors also discussed a potential earnout structure tied to Northern Data’s performance following the closing of the transaction.

From April 22, 2025 through April 24, 2025, representatives from Rumble conducted site visits at Northern Data’s London and Frankfurt offices and Northern Data’s data centers in Sweden, Norway and Portugal.

On May 4, 2025, Willkie delivered a draft of the purchase agreement to Latham, which did not yet include a proposal on the purchase price.

On May 7, 2025, the Rumble Board held a meeting, which members of Rumble’s senior management and representatives of Guggenheim Securities and Willkie attended by invitation. At the meeting, Mr. Pavlovski provided a summary of the latest developments with respect to a potential transaction, noting that valuation work was still ongoing by Rumble

and its financial advisors. Representatives of Rumble’s senior management also summarized Northern Data’s recent change of its public earnings guidance. The Rumble Board discussed with its advisors appropriate next steps and timing relating to a potential transaction, diligence focus areas, Northern Data’s deal pipeline, and Northern Data’s financial performance and projections. The Rumble Board asked Rumble’s senior management, with the assistance of Guggenheim Securities, to formulate a proposal on valuation and purchase price.

On May 15, 2025, representatives from Grant Thornton and E&Y participated in a videoconference call with representatives from Rumble, Northern Data, Guggenheim Securities, Jefferies, Willkie and Latham relating to the structure of a potential transaction.

On May 19, 2025, representatives from Rumble and Northern Data participated in a videoconference call with Guggenheim Securities and Jefferies to discuss technical diligence primarily regarding Rumble.

On May 22, 2025, the Rumble Board held a meeting, which members of Rumble’s senior management and representatives of Guggenheim Securities and Willkie attended by invitation. At the meeting, Guggenheim Securities provided an update on the various ongoing workstreams related to a potential transaction with Northern Data, and its work to date on its financial analysis of Northern Data. Discussion topics also included a potential earnout structure for the Rumble consideration to be delivered in a potential transaction, the status of Northern Data’s key customer contracts, and recent cloud and GPUaaS industry trends. Members of Rumble’s senior management, together with Guggenheim Securities, then outlined the key terms of a proposal for a transaction (described below). Following a discussion among the Rumble Board and its advisors, the Rumble Board directed Guggenheim Securities to deliver that proposal to Northern Data’s financial advisors. On May 22, 2025, Rumble also executed its engagement letter with Guggenheim Securities. The Rumble Board selected Guggenheim Securities as Rumble’s financial advisor, based upon, among other things, the fact that Guggenheim Securities is an internationally recognized investment banking firm that has substantial experience in merger and acquisition transactions and the high-quality service that Guggenheim Securities provides.

On May 24, 2025, at the direction of the Rumble Board, representatives of Guggenheim Securities sent representatives of Jefferies a non-binding proposal from Rumble (the “May 24th Proposal”), offering Northern Data 99.5 million newly issued Rumble Class A Common Shares, representing approximately 25% of Rumble’s pro forma diluted shares outstanding as of signing, for all of the stock of Northern Data Holdco, a newly formed subsidiary of Northern Data that would hold Northern Data’s Taiga Cloud and Ardent Data Centers assets. In addition, the May 24th Proposal contemplated the issuance of up to an additional 61.2 million Rumble Class A Common Shares based on the achievement of certain criteria over the six quarters for the second half of 2025 through 2026. The earnout shares would begin to be released at 60% achievement of identified targets and would be released proportionally until 100% of the target was achieved. Northern Data Holdco would assume all of the outstanding Northern Data debt held by Tether and its affiliates. In addition, the May 24th Proposal was made contingent on the execution of a long-term contract between Northern Data Holdco and a certain customer that historically accounted for a significant portion of the revenue generated by the acquired business (the “Significant Customer”).

On May 26, 2025, Northern Data responded to Rumble and indicated that the May 24th Proposal was not acceptable and substantially undervalued the Taiga Cloud and Ardent Data Centers businesses.

On May 28, 2025, Northern Data announced publicly that it received expressions of interest from U.S.-listed companies to enter into discussions focused on merging or acquiring its Taiga Cloud and Ardent Data Centers divisions.

On May 29, 2025, representatives from Rumble conducted a site visit at Northern Data’s data center in Pittsburgh, Pennsylvania.

On June 11, 2025, the Rumble Board held a meeting, which members of Rumble’s senior management and representatives of Willkie attended by invitation. At the meeting, members of Rumble’s senior management provided an update on Northern Data’s response to the May 24th Proposal and the press release that Northern Data issued on May 28, 2025.

On June 23, 2025, representatives from Northern Data contacted representatives of Rumble to indicate that Northern Data planned to deliver an updated proposal to Rumble, taking into account a range of new strategic and operational initiatives that Northern Data believed justified a higher purchase price.

On June 26, 2025, Northern Data delivered a revised proposal (the “June 26th Proposal”) to representatives of Rumble, which involved an exchange of Rumble Class A Common Shares for the stock of Northern Data Holdco, based on an implied 20% premium to the market value of the Taiga Cloud and Ardent Data Centers businesses. The implied market value was estimated assuming adjustments to Northern Data’s observed market value, including approximately

$200 million attributable to proceeds from the expected divestiture of Peak Mining, which would be excluded from the transaction. The June 26th Proposal provided an implied ownership of 42% for Northern Data shareholders of the pro forma company. The June 26th Proposal also called for anti-dilution protection in the form of additional Rumble warrants and earnout shares issued to Northern Data to maintain the same percentage of ownership in the combined company in the event of dilution from the potential vesting of certain Class A and C earnout shares, warrants and options issued in connection with Rumble’s de-SPAC transaction. The June 26th Proposal did not include a requirement for the execution of an agreement with the Significant Customer.

On June 27, 2025, the Rumble Board held a meeting to discuss the June 26th Proposal, with members of Rumble’s senior management and representatives of Guggenheim Securities and Willkie attending by invitation. At the meeting, members of Rumble’s senior management, with the assistance of Guggenheim Securities, provided their views on the June 26th Proposal. The Rumble Board then discussed with management and its advisors Northern Data’s valuation, potential improvements to Northern Data’s business that Rumble could implement, and the need to negotiate terms that would be reasonable to Rumble and its stockholders. Rumble Board members then discussed next steps, and requested further analysis from Guggenheim Securities of the June 26th Proposal.

Also, on June 27, 2025, representatives from Rumble participated in a videoconference call with representatives from Northern Data to obtain additional information relating to Northern Data’s recent financial performance.

On July 9, 2025, the Rumble Board met with members of Rumble’s senior management, representatives of Guggenheim Securities and Willkie. The participants discussed Northern Data’s customer pipeline and the value that Rumble could potentially create to enhance it, and then outlined the terms of a potential counteroffer to Northern Data (the “July 9th Counteroffer”), which would provide for (i) Rumble to issue newly-issued Rumble Class A Common Shares representing approximately 33.3% of its pro forma diluted shares outstanding for the stock of the Northern Data Holdco holding the Taiga Cloud and Ardent Data Centers assets, (ii) no earnout, anti-dilution protection, or other contingent consideration and (iii) Northern Data Holdco assuming Tether’s outstanding loan to Northern Data on restructured terms to be agreed upon. Guggenheim Securities presented its views of the potential July 9th Counteroffer terms. A discussion with Board members followed, after which the Rumble Board directed Guggenheim Securities to deliver the July 9th Counteroffer to Northern Data’s financial advisors.

On July 9, 2025, representatives of Guggenheim Securities, at the direction of the Rumble Board, delivered the July 9th Counteroffer to Jefferies.

On July 10, 2025, representatives from Northern Data indicated that Northern Data would be willing to move forward with a potential transaction consistent with the July 9th Counteroffer. On July 11, 2025, representatives from Northern Data, Rumble, Guggenheim Securities, Jefferies and Willkie participated in a videoconference call to discuss next steps.

On July 14, 2025, representatives from Rumble, Guggenheim Securities and Willkie participated in a videoconference call with Tether and its legal counsel, McDermott Will & Schulte LLP (“MWS”), to discuss the structuring of Tether’s outstanding loan to Northern Data that was contemplated by the July 9th Counteroffer. Following the July 14th call, representatives from Tether and MWS engaged in further conversations with representatives from Rumble, Guggenheim Securities and Willkie relating to the structure of the proposed transaction. During these conversations, Tether indicated that the proposed structure of the July 9th Counteroffer was tax inefficient for Tether and that Tether would likely not support the proposed transaction in such form.

On July 22, 2025, the Rumble Board held a meeting, which members of Rumble’s senior management and representatives of Guggenheim Securities and Willkie attended by invitation. At the meeting, Guggenheim Securities provided an update on developments regarding the potential transaction with Northern Data since the last Rumble Board meeting, including Northern Data’s decision to move forward with the July 9th Counteroffer. Mr. Pavlovski also summarized his recent communications with Tether relating to a potential change in the deal structure as noted above.

On July 24, 2025, MWS delivered a draft term sheet to Willkie providing for an alternative transaction structure whereby Rumble would acquire Northern Data (following its divestiture of Peak Mining) through a voluntary exchange offer, alongside private purchases of all of the Northern Data shares held by the Tether, Apeiron and the ART Sellers at the same offer price per share. Between July 24, 2025 and August 5, 2025, representatives from Rumble and Tether negotiated the draft term sheet, including with respect to offer conditions, the terms of Tether’s outstanding loan to Northern Data and Tether’s commitment to potentially purchase additional Northern Data shares outside of the exchange offer for a period extending beyond the closing to assist, if necessary, in Rumble acquiring 90% or more of Northern Data shares to enable a merger squeeze-out.

On July 30, 2025, the Rumble Board held a meeting, which members of Rumble’s senior management and representatives of Guggenheim Securities and Willkie attended by invitation. At the meeting, the Rumble Board discussed the potential revised transaction structure based on Rumble’s discussions with Tether. The Rumble Board authorized Rumble management to pursue discussions with Tether on the revised terms proposed.

On August 4, 2025 and August 5, 2025, the Rumble Board met with members of Rumble’s senior management and representatives of Guggenheim Securities and Willkie attended by invitation. At the meetings, Willkie and Rumble’s senior management gave an update on the negotiations with Tether. The Rumble Board authorized Rumble management to move forward with negotiations with Tether on the terms discussed at the meeting.

On August 5, 2025, Rumble and Tether signed a non-binding term sheet (the “Tether Term Sheet”) to reflect the updated transaction structure. The Tether Term Sheet contemplated an exchange offer with Northern Data Shareholders for a total number of Rumble Class A Common Shares representing 33.3% of the pro forma diluted Rumble Class A Common Shares (assuming 100% of the outstanding Northern Data Shares are delivered in the exchange offer and Rumble’s purchases of Northern Data Shares from Tether, Apeiron and the ART Sellers outside of the exchange offer), subject to potential upward adjustment in the event of the sale of Peak Mining. In this regard, the Tether Term Sheet indicated that Peak Mining would be sold by Northern Data prior to completion of the exchange offer. The exchange offer would be subject to a 90% minimum acceptance condition (taking into account Rumble’s purchases of Northern Data Shares from Tether, Apeiron and the ART Sellers outside of the exchange offer) and there would be no anti-dilution protection. The Tether Term Sheet also contemplated that Tether would commit, subject to applicable law, to using reasonable efforts to purchase additional Northern Data Shares, up to such number of Northern Data Shares necessary to enable Rumble to reach a total shareholding of 90% of Northern Data, in the open market or through negotiated purchases at a price not to exceed the implied value of the Rumble Class A Common Shares to be received in the exchange offer, and then exchange any such acquired shares with Rumble on the same terms applicable to the private sale of its existing Northern Data Shares to Rumble, during the exchange offer period. Finally, Rumble and Tether agreed to modify Tether’s outstanding loan to Northern Data including, among other things, by adding collateral and security interests over any assets held by Northern Data and its subsidiaries at the completion of the exchange offer and by removing the financial maintenance covenants.

On August 6, 2025, the Rumble Board met with members of Rumble’s senior management. At the meeting, the Rumble Board authorized Rumble management to provide a five-year Rumble financial outlook to Guggenheim Securities (the “August 2025 Forecast”) for purposes of Guggenheim Securities’ financial analyses relating to a potential transaction with Northern Data.

On August 7, 2025, the Rumble Board met with members of Rumble’s senior management and representatives of Guggenheim Securities and Willkie attended by invitation. At the meeting, Willkie provided an update to the Rumble Board regarding ongoing discussions between Rumble and Tether with respect to a potential tender offer for Northern Data.

On August 8, 2025, the Rumble Board held a meeting with members of Rumble’s senior management and representatives from Guggenheim Securities and Willkie attended by invitation. At the meeting, the Rumble Board authorized Rumble management to communicate the updated proposal as contemplated by the Tether Term Sheet to representatives of Northern Data.

On August 9, 2025, Mr. Pavlovski, acting at the direction of the Rumble Board, delivered a letter to Aroosh Thillainathan, setting forth the non-binding terms of a potential exchange offer by Rumble for all of the outstanding Northern Data shares, alongside concurrent private sales by Tether (and potentially two other large shareholders) of their entire shareholding in Northern Data (representing approximately 69% of Northern Data Shares, with 54% of that amount then held by Tether) at the same price as the exchange offer price. The letter contemplated that each Northern Data Shareholder that tendered its shares in the exchange offer would receive 2.319 Rumble Class A Common Shares for each Northern Data Share, resulting in approximately 33.3% total pro forma ownership in Rumble for Northern Data Shareholders, based on the assumptions described in the letter, including that all outstanding Northern Data Shares were tendered in the exchange offer or sold in the concurrent private sales. The letter also indicated that the final exchange ratio would be determined following completion of Rumble’s confirmatory due diligence and negotiation with Northern Data and Tether, and would reflect adjustments for the potential sale of Peak Mining and potentially

other balance sheet items. The letter further confirmed that Rumble expected the Peak Mining Sale to be completed prior to the consummation of the exchange offer and the net proceeds thereof to be used to reduce the remaining balance of Tether’s outstanding loan to Northern Data.

On August 10, 2025, Rumble and Tether signed an addendum to the Tether Term Sheet pursuant to which Tether committed to purchase certain GPU services per year from Rumble at prevailing spot prices over a two-year period.

On the evening of August 10, 2025 (U.S. time), immediately following an ad hoc announcement published by Northern Data of its receipt of the proposal, Rumble announced its non-binding intent to acquire 100% of Northern Data Shares in a potential all-stock exchange offer, consistent with the terms described above.

On August 12, 2025, Willkie provided an initial draft of the Business Combination Agreement to MWS, which was subsequently delivered to Latham and Gleiss on August 18, 2025. On August 13, 2025, Willkie also provided initial drafts of the Transaction Support Agreement and the Shareholder Loan Amendment Agreement and related agreements to MWS.

Between August 13, 2025 and November 10, 2025, representatives of Rumble, Northern Data and Tether and their respective advisors reviewed and negotiated drafts of the Business Combination Agreement, the Transaction Support Agreements, the Shareholder Loan Amendment Agreement and the other transaction documents, as further described in the sections of this document entitled “The Business Combination Agreement” and “Other Transaction Agreements”.

On September 12, 2025, Rumble engaged ParkView Partners GmbH (“ParkView”) to act as a non-exclusive financial advisor to Rumble to provide expertise with respect to German exchange offers.

On September 17, 2025, the Rumble Board held a meeting, which members of Rumble’s senior management and representatives of Guggenheim Securities, ParkView and Willkie attended by invitation. At the meeting, the Rumble Board authorized Rumble management to pursue the exchange offer without a minimum acceptance condition, provided that the exchange offer was conditioned on the concurrent closing of the private purchases of Northern Data Shares from Tether, Apeiron and the ART Sellers.

Additionally, on September 17, 2025, MWS provided initial drafts of the Tether Customer Agreement (as defined below) and Tether Marketing Agreement (as defined below) to Willkie. Between September 17, 2025 and November 10, 2025, representatives of Rumble and Tether and their respective advisors reviewed and negotiated drafts of the Tether Customer Agreement and the Tether Marketing Agreement.

On September 19, 2025, Willkie provided a draft of a transaction support agreement with the ART Sellers to Aroosh Thillainathan. On September 23, 2025, Willkie provided a draft of a transaction support agreement with Apeiron to MWS, who in turn, shared the draft with Apeiron’s counsel.

On September 24, 2025, governmental authorities acting at the direction of the EPPO conducted raids at the Boden, Sweden and Frankfurt, Germany facilities of Northern Data related to allegations of tax evasion and certain related offenses associated with an alleged failure to pay certain VAT taxes in Sweden for the 2021 through 2024 tax years (collectively, the “Allegations”). Following the announcement of the Allegations, Rumble paused work on finalizing the transaction in order to focus its efforts on due diligence of the Allegations, including with the assistance of tax and local advisors, including the Swedish office of Grant Thornton and Jurie Advokat AB (“Jurie”), a Swedish law firm.

In mid-October 2025, Rumble discussed with Tether potential changes to the transaction terms as a result of the potential risks presented by the Allegations, including a reduced exchange ratio, a financing commitment from Tether to fund potential tax liabilities that may become due and owing by Northern Data as a result of the Allegations, and a potential reduction of 50% of Tether’s outstanding loan at Northern Data in exchange for Rumble Class A Common Shares.

On October 27, 2025, the Rumble Board held a meeting with members of Rumble’s senior management and representatives from Grant Thornton, Guggenheim Securities, Jurie and Willkie attended by invitation to discuss the Allegations. At the meeting, the Rumble Board discussed with its advisors an appropriate reduction to the proposed exchange ratio to take into account the risks presented by the Allegations and the potential impact thereof on Northern Data. The Rumble Board also discussed with its advisors other revised terms to provide additional protections to Rumble related to the Allegations, including a closing condition tied to the outcome of a law firm investigation into the Allegations (see the section of this document entitled “The Business Combination Agreement — The Takeover Offer — Northern Data’s Cooperation with Law Firm Investigation”) and a financing commitment from Tether to

fund potential tax liabilities that may arise from the Allegations, including for a period of time following the closing. Following the meeting, representatives of Rumble, at the direction of the Rumble Board, discussed and negotiated an updated proposal for the potential transaction with representatives of Tether consistent with the terms discussed with the Rumble Board.

On November 2, 2025, the Rumble Board met with members of Rumble’s senior management and representatives from Guggenheim Securities and Willkie attended by invitation. At the meeting, the Rumble Board authorized Rumble management to provide an updated five-year Rumble financial outlook to Guggenheim Securities (see “Certain Unaudited Prospective Financial Information — Rumble Standalone Projections”), which updated the August 2025 Forecast to take into account developments in Rumble’s business since August 6, 2025, for purposes of Guggenheim Securities’ financial analyses relating to a potential transaction with Northern Data.

On November 3, 2025, Northern Data announced the divestiture of its Peak Mining business for up to $200 million in proceeds, comprising $50 million in up-front proceeds and up to $150 million in deferred consideration related to a profit share pursuant to mining operations at Corpus Christi. The terms of the divestiture also granted Northern Data a call option right such that it could reacquire assets for approximately $5 million (plus certain related costs, expenses and taxes) including its Corpus Christi location, provided that it was able to resell the Corpus Christi location to the leading global infrastructure asset management firm which had already entered into negotiations with Northern Data for a sale of the site for HPC purposes.

Additionally, on November 3, 2025, representatives from Willkie, acting at the direction of the Rumble Board, delivered an updated proposal to Latham and Gleiss relating to certain deal terms, including (i) a closing condition related to a law firm investigation into the Allegations, (ii) a financing commitment from Tether to fund, at Rumble’s option, certain VAT and other tax liabilities of Northern Data and its subsidiaries in an amount up to $200 million before or up to 18 months after the closing of the exchange offer, (iii) the exchange of 50% of the value of the Existing ND Loan (as defined herein) held by Tether for the number of Rumble Class A Common Shares equal to such share of the Existing ND Loan divided by $7.88 at the closing of the exchange offer and (iv) the grant of an option to Tether to exchange, at the one-year anniversary of the closing of the exchange offer, the remaining 50% of the Existing ND Loan into Rumble Class A Common Shares at the greater of the 10-day VWAP of Rumble Class A Common Shares as of such date or the $7.88 per share price. In delivering the updated proposal, Willkie also indicated that Rumble would, at a later date, potentially communicate an update to its exchange ratio proposal.

Between November 3, 2025 and November 10, 2025, representatives from Rumble, Northern Data and Tether negotiated the updated terms of the potential transaction, as reflected in the Business Combination Agreement and related ancillary agreements. In addition, Rumble negotiated and finalized the Transaction Support Agreements with Apeiron and the ART Sellers.

On November 5, 2025, the Rumble Board met with members of Rumble’s senior management. At the meeting, Mr. Pavlovski provided a brief update regarding the potential transaction, noting a more thorough discussion would occur at the November 7, 2025 Rumble Board meeting.

On November 7, 2025, the Rumble Board held a meeting, which members of Rumble’s senior management and representatives of Guggenheim Securities and Willkie attended by invitation. Mr. Pavlovski updated the Rumble Board on the current status of discussions, including that Rumble would seek to communicate a proposed updated exchange ratio of 2.0281 Rumble Class A Common Shares to Northern Data over the upcoming weekend. Representatives of Rumble’s senior management, with the assistance of Guggenheim Securities, then provided an overview of senior management’s proposed strategic and financial rationale for the potential transaction and reviewed with the Rumble Board the potential benefits of a business combination with Northern Data. Representatives of Willkie then reviewed in detail with the Rumble Board certain materials previously distributed, setting forth the applicable legal standards in the context of considering a transaction of the type being proposed, which was followed by a presentation by representatives of Willkie regarding the proposed final terms of the Business Combination Agreement and related ancillary agreements. Willkie also presented on their legal due diligence findings relating to Northern Data. Representatives of Guggenheim Securities then presented to the Rumble Board various financial analyses of the proposed transaction using the updated exchange ratio.

On November 8, 2025, Guggenheim Securities, acting at the direction of the Rumble Board, communicated the updated exchange ratio of 2.0281 Rumble Class A Common Shares per Northern Data share to Jefferies, which would result in approximately 30.4% total pro forma ownership in Rumble for Northern Data shareholders, assuming all

outstanding Northern Data shares were tendered in the Takeover Offer or sold pursuant to the Transaction Support Agreements13. On the same date, Northern Data expressed its desire to include in the transaction a potential cash component that would be available to participating Northern Data shareholders in the event there was a successful sale of Northern Data’s previously owned Corpus Christi location to a leading global infrastructure asset management firm, who was currently evaluating the location for HPC purposes under an exclusivity agreement. The parties discussed and negotiated the terms of the cash component on November 8th and November 9th.

On November 9, 2025, the Rumble Board held a meeting, which members of Rumble’s senior management and representatives of Guggenheim Securities and Willkie attended by invitation. Mr. Pavlovski updated the Rumble Board on the current status of discussions, including the addition of the proposed cash component. Representatives of Rumble’s senior management, with the assistance of Guggenheim Securities, then reiterated the proposed strategic and financial rationale for the transaction as well as the potential benefits of a business combination with Northern Data. Representatives of Willkie reviewed with the Rumble Board their fiduciary duties in connection with considering the approval of the proposed transaction. Representatives of Guggenheim Securities then presented to the Rumble Board their final financial analyses of the proposed transaction as further described below under the section of this document entitled “— Opinion of Financial Advisor to Rumble.” In connection with the deliberation by the Rumble Board, Guggenheim Securities delivered to the Rumble Board its written opinion, to the effect that, as of November 9, 2025 and based upon and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken qualifications and other conditions contained in such opinion, the exchange ratio pursuant to the Business Combination Agreement was fair, from a financial point of view, to Rumble, as more fully described below under the section of this document entitled “— Opinion of Financial Advisor to Rumble.” Following these discussions, the Rumble Board unanimously determined that the Business Combination Agreement and the related ancillary agreements and the transactions contemplated thereby, including the exchange offer, were advisable and in the best interests of Rumble and voted unanimously to approve the Business Combination Agreement and the related ancillary agreements and the transactions contemplated thereby.

On November 9, 2025 and November 10, 2025, the management board and the supervisory board of Northern Data held meetings. Representatives of Northern Data’s legal department, legal advisors from Gleiss, Latham, and Ashurst LLP, as well as representatives of Jefferies, attended the meetings. The advantages and disadvantages of the potential transaction were discussed during the meetings. In particular, the parties present considered the possible additional cash consideration amount relating to the potential sale of the Corpus Christi location. The discussions were conducted with legal advice regarding the fiduciary duties of the management board and the supervisory board. In connection with the deliberations of the management board and the supervisory board of Northern Data, Jefferies provided advice with respect to the financial aspects of the transaction as further described in the German Prospectus. Following these discussions, the management board and the supervisory board of Northern Data, based on review of the relevant information available to them on the date of the Business Combination Agreement, unanimously determined that the Business Combination Agreement and the transactions contemplated thereby, including the Takeover Offer, were advisable and in the best interests of Northern Data, and they voted unanimously to approve the entry into the Business Combination Agreement.

On November 10, 2025, Rumble and Northern Data executed the Business Combination Agreement and the applicable parties executed the other transaction documents on the terms approved by the Rumble Board and the Northern Data supervisory board. Thereafter, on the morning of November 10, 2025, prior to the opening of trading hours, Northern Data issued an ad hoc announcement and Rumble issued a press release announcing the execution of the Business Combination Agreement and the other transaction documents.

On January 12, 2026, Northern Data announced that its call option on the Corpus Christi site expired unexercised and no transaction will occur and, accordingly, the potential cash component of up to $200 million contained in the Business Combination Agreement will not be part of the consideration in the Takeover Offer.

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13       Based on Rumble’s pro forma diluted shares outstanding as of September 30, 2025, using the treasury stock method, and unaffected closing share prices as of August 8, 2025; on a pro forma basis, this would represent approximately 298.5 million pre-transaction Rumble shares outstanding, which number includes approximately 37.8 million dilutive shares using the treasury stock method (with the aforementioned assumptions), plus approximately 130.2 million newly issued Rumble shares issued to Northern Data shareholders. For the avoidance of doubt, pro forma diluted shares excludes any Rumble earnout securities that are subject to escrow restrictions relating to the 2022 Business Combination Agreement.

Rumble’s Reasons for the Business Combination

As described in the section of this document entitled “The Business Combination — Background of the Business Combination,” in evaluating the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination and the Takeover Offer, the Rumble Board held several meetings and consulted with Rumble’s senior management and its outside legal and financial advisors. In reaching its decision to approve the Business Combination Agreement and the transactions contemplated thereby, the Rumble Board considered several factors, including but not limited to the following (which are not necessarily presented in order of their relative importance to Rumble):

•        the Business Combination is expected to provide Rumble with immediate scale in the cloud and data center business, including:

•        the opportunity to build a full-stack cloud platform — from power to GPUs-as-a-service and beyond — backed by a mission to protect a free and open internet;

•        the acquisition of one of the largest GPU fleets for HPC in Europe, with 22.4K NVIDIA GPUs, including 20.4K NVIDIA H100s and 2K NVIDIA H200s;

•        access to a globally distributed network of data center locations and several strategically co-located sites; and

•        the acquisition of four owned data center locations anchored by Northern Data’s site in Maysville, Georgia, which, upon completion, is anticipated to deliver up to 180MW of capacity;

•        the Business Combination is expected to significantly expand Rumble’s international footprint with Northern Data’s prominent presence in Europe, including data center operations in Sweden, Norway, Portugal, the Netherlands, and the United Kingdom, as well as corporate locations in Germany, in addition to a growing presence in the United States;

•        by combining Northern Data’s ownership of one of the largest GPU clusters for HPC in Europe and market advantage in scaling and maintaining AI infrastructure with Rumble’s strong US-brand position, the Business Combination is expected to open up significant opportunities for the combined group, including investing in strengthening investment in the United States to further penetrate the AI market, help accelerate adoption of AI infrastructure and technologies by enterprise and government clients including through potential partnerships with hyperscalers and others and further expand Northern Data’s AI infrastructure leadership and Rumble’s presence in Europe;

•        the Business Combination will expand Rumble’s partnership with Tether, with Tether agreeing to become an important customer of the combined group following closing through the Tether Customer Agreement, which represents an initial commitment by Tether to purchase up to $150 million of GPU services over a two-year period following the closing of the Takeover Offer (see the section entitled “Other Transaction Agreements” beginning on page 84 of this joint information statement/prospectus for a more detailed summary of the Tether Customer Agreement, as well as the Tether Marketing Agreement which was entered into in connection with the signing of the Business Combination Agreement, which provides for a $100 million advertising commitment over two years commencing in February 2026);

•        the Business Combination is expected to accelerate Rumble’s creator, video and advertising AI innovation, with a scaled GPU estate and new AI competencies;

•        the Business Combination will enable Rumble to immediately pursue a go-to-market strategy, including by leveraging its existing and newly acquired government and corporate relationships;

•        the combined company is expected to have a larger equity market capitalization as compared to Rumble and provide better access to capital markets;

•        the benefits of the combined experience and knowledge of Rumble and Northern Data, as well as the cultural alignment between Rumble and Northern Data;

•        the fact that the Business Combination Agreement does not contain a minimum tender condition, with the Transaction Support Agreements with Tether, the ART Sellers and Apeiron expected to deliver at least 70% of Northern Data’s share capital subject to, and immediately prior to, the closing of the Takeover Offer; as of April 6, 2026, Tether, the ART Sellers and Apeiron owned Northern Data Shares representing approximately 72% of Northern Data’s share capital;

•        Tether’s support to purchase, subject to applicable law and the terms of the Tether Agreement, additional Northern Data Shares prior to and for a period of up to one year following the closing of the Business Combination;

•        the terms of the Sale and Transfer and Amendment and Restatement Agreement and the other related Amended Northern Data Loan Agreements relating to Tether’s existing loan with Northern Data, including the initial exchange of 50% of the value of the Existing ND Loan (as defined herein) for the number of Rumble Class A Common Shares equal to such share of the Existing ND Loan divided by $7.88 at the closing of the Takeover Offer and the potential subsequent exchange of 50% on the first anniversary of the closing of the Takeover Offer;

•        the delivery by the Majority Stockholder of the Written Consent immediately following the signing of the Business Combination Agreement, approving the Business Combination Agreement and the transactions contemplated thereby, including the Rumble Share Issuance and the Charter Amendment, which eliminated any requirement to seek additional approvals from Rumble Stockholders and thereby streamlined the transaction process;

•        the favorability and fairness of the Offer Exchange Ratio and the fact that the Takeover Offer is fixed and will not fluctuate in the event that the market price of Northern Data Shares increases relative to the market price of Rumble Class A Common Shares prior to completion of the Business Combination;

•        the current and prospective business environment in which Rumble and Northern Data operate, historical information concerning Rumble and Northern Data’s respective businesses and the results of the due diligence review of Northern Data and its business conducted by Rumble and its advisors;

•        the consideration of other alternatives reasonably available to Rumble and the recommendation of Rumble’s senior management in favor of the Business Combination;

•        the expected favorable impact of the Business Combination on the content creators, customers, suppliers and employees of Rumble;

•        the terms of the Business Combination Agreement, and the fact that such terms were the result of arm’s-length negotiations between representatives of Rumble and Northern Data; and

•        the financial analyses, which include, among other financial information, financial projections relating to Rumble and Northern Data prepared by Rumble’s management and Northern Data’s management and reviewed and discussed with representatives of Guggenheim Securities, as well as the oral opinion of Guggenheim Securities rendered to the Rumble Board on November 9, 2025, subsequently confirmed in writing by delivery of a written opinion dated November 9, 2025, that, as of the date of the written fairness opinion and based upon and subject to the assumptions and limitations set forth in such written fairness opinion, the exchange ratio pursuant to the Business Combination Agreement was fair, from a financial point of view, to Rumble, as more fully described below in the section of this document entitled “The Business Combination — Opinion of Financial Advisor to Rumble.” The Rumble Board also reviewed and considered the conditions to the completion of the Business Combination, and concluded that while the completion of the Business Combination is subject to various regulatory approvals, such approvals were likely to be satisfied on a timely basis.

The Rumble Board weighed these advantages and opportunities against several potentially negative factors in its deliberations concerning the Business Combination Agreement and the transactions contemplated thereby, including:

•        the Offer Exchange Ratio is fixed and will not fluctuate in the event that the market price of Rumble Class A Common Shares increases relative to the market price of Northern Data Shares prior to completion of the Business Combination;

•        the dilution of the ownership interests of Rumble’s current stockholders in Rumble that would result from settlement of the Takeover Offer and the other transactions contemplated by the Business Combination Agreement;

•        the risk that Northern Data’s financial performance may not meet Rumble’s expectations;

•        risks that Rumble may not realize the potential benefits of the Business Combination, including due to the fact that certain of the businesses of Northern Data represent new business lines for Rumble in which it has little prior experience operating, or Rumble failing to have access to sufficient capital to maintain and grow the acquired business as planned;

•        risks that the growth strategy of the combined business may require a significant amount of debt financing, which may be available on unfavorable terms, if at all, and risks relating to the ability of the combined business to service any such debt obligations;

•        the risk that the Business Combination may not be completed or may be delayed despite the parties’ efforts, including the possibility that conditions to the parties’ obligations to complete the Business Combination may not be satisfied or may be subject to certain terms, conditions or limitations imposed by governmental authorities;

•        the potential challenges and difficulties in integrating the operations of Rumble and Northern Data, including potential difficulties in retaining key personnel;

•        the potential effects of the Business Combination on the overall business of Rumble, including potential litigation and its relationships with customers, suppliers and regulators;

•        the risk that Northern Data Shareholders may not tender their Northern Data Shares in the Takeover Offer;

•        the risk that governmental regulatory agencies may not approve the Business Combination or may impose terms and conditions on their approvals;

•        the possibility of diversion of management attention during the pendency of the Business Combination and the substantial costs to be incurred in connection with the Business Combination;

•        the terms of the Business Combination Agreement, including those that restrict Rumble’s business and provide Northern Data the right to change its recommendation supporting the Business Combination or terminate the Business Combination Agreement under certain circumstances; and

•        risks of the type and nature described under the section of this document entitled “Risk Factors” beginning on page 11 of this joint information statement/prospectus and the matters described in the section entitled “Forward-Looking Statements” beginning on page 37 of this joint information statement/prospectus.

The Rumble Board considered all of these factors as a whole and on balance, concluded that the potential benefits of the Business Combination outweighed the risks and uncertainties of the Business Combination.

The foregoing discussion of the information and factors that the Rumble Board considered is not intended to be exhaustive, but rather is meant to include the material factors that the Rumble Board considered. The Rumble Board collectively reached the conclusion to approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination and the Takeover Offer, in light of the various factors described above and other factors that the members of the Rumble Board believed were appropriate. In view of the complexity and wide variety of factors, both positive and negative, that Rumble considered in connection with its evaluation of the Business Combination, the Rumble Board did not find it practical, and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Rumble Board. In considering the factors discussed above, individual directors may have given different weights to different factors.

In considering the recommendation of the Rumble Board, you should be aware that certain directors and executive officers of Rumble may have interests in the Business Combination that are different from, or in addition to, interests of Rumble Stockholders generally and may create potential conflicts of interest. The Rumble Board was aware of these interests and considered them when evaluating and negotiating the Business Combination Agreement, the Business Combination, the Takeover Offer and the other transactions contemplated by the Business Combination Agreement. See the section of this document entitled “The Business Combination — Interests of Directors, Board Members and Executive Officers of Rumble and Northern Data in the Business Combination.”

It should be noted that this explanation of the reasoning of the Rumble Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors discussed under “Forward-Looking Statements.”

Northern Data’s Reasons for the Business Combination

Prior to concluding the Business Combination Agreement, Northern Data’s management board and supervisory board examined and discussed in several board meetings the adequacy of the Takeover Offer, supported by the advice of the investment bank Jefferies as further described in the German Prospectus. The supervisory board of Northern Data, in particular, reviewed the potential risks and benefits associated with the Business Combination and the Takeover Offer. To support its evaluation, Northern Data engaged external advisors: (a) Jefferies provided financial advice as further described in the German Prospectus; (b) Latham & Watkins LLP conducted a legal due diligence of Rumble and its group companies; Gleiss Lutz Hootz Hirsch PartmbB Rechtsanwälte, Steuerberater advised the management board, and Ashurst LLP advised the supervisory board, on German corporate law matters, governance considerations and the supervisory board’s duties in connection with the Takeover Offer; and (c) Northern Data’s supervisory board received a legal opinion from Ashurst LLP confirming that the decision to approve the entry into the Business Combination Agreement satisfied the requirements of the business judgment rule under German law. Northern Data’s management board and supervisory board considered all of these analyses and opinions in connection with their decisions and concluded that the opportunity presented by the Business Combination was in the best interest of Northern Data Shareholders, as they will have the opportunity to remain invested in the combined company and participate in its future growth.

Northern Data’s decision to enter into the Business Combination Agreement was primarily driven by the strategic and financial merits of the proposed transaction. Northern Data’s management board and supervisory board considered several factors, including but not limited to the following (which are not necessarily presented in order of their relative importance to Northern Data):

•        the contemplated Business Combination brings together two leading companies and a strategic investor with complementary strengths, resources, assets and areas of expertise. By combining these capabilities, the transaction offers a unique opportunity to create a potential market leader with an enhanced competitive position offering a vertically integrated AI platform that realizes the benefits of owned AI compute infrastructure, proprietary data and a vast user base with a product vision, laying a stronger foundation for long-term success;

•        the Business Combination would improve Northern Data’s positioning in the U.S. market, leveraging the strong positioning and relationships Rumble has in the most sizable addressable market for AI infrastructure;

•        the expected benefits from the expanded partnership and product development opportunities with Tether, including the Tether Customer Agreement providing for a commitment to purchase GPU services and the continued financing support;

•        the terms of the Business Combination Agreement were the result of extensive arm’s-length negotiations between the parties, ensuring a fair and balanced outcome. These negotiations considered the interests of all stakeholders and produced a framework designed to support value creation and sound governance. In this context, the leadership and governance structure of Rumble were also carefully evaluated as integral elements of the combined group’s ability to execute its strategic vision effectively;

•        the Business Combination would offer Northern Data access to Rumble’s financing opportunities, including through Rumble’s Nasdaq listing, improving its access to capital and broader awareness, thereby strengthening Northern Data’s market position with key suppliers, customers and current and future employees, allowing Northern Data to fund additional growth investments;

•        the Business Combination would offer Northern Data the opportunity to realize growth opportunities within its existing data center site portfolio for near-term GPU deployments that would meaningfully improve the weighted average useful life of Northern Data’s GPU estate, offset costs that are being incurred at several under-utilized data center locations and capitalize on the scarcity of available power in the AI infrastructure market. Realizing such growth opportunities without the Business Combination would require significant third-party financing, the availability of which is uncertain. Absent such financing, Northern Data would be forced to take other liquidity measures, such as asset sales, which in turn could adversely affect the ability of Northern Data to achieve the aspired growth;

•        Northern Data Shareholders would benefit from accelerated growth and innovation, including new avenues for revenue expansion and operational synergies;

•        as the Takeover Offer is structured as a share-for-share exchange, tendering Northern Data Shareholders would have the opportunity to continue to participate in the potential future value creation of the combined pro-forma business, thereby allowing them to benefit from the strategic and financial merits of the Business Combination on a long-term basis; and

•        the management board and the supervisory board regard the offer consideration as adequate from a financial perspective and received advice and guidance from Jefferies as to the fairness of the offer consideration to the Northern Data Shareholders from a financial point of view.

The Northern Data management board and the supervisory board weighed these advantages and opportunities against several potentially negative factors in their deliberations concerning the Business Combination Agreement and the transactions contemplated thereby, including:

•        the Offer Exchange Ratio is fixed and will not fluctuate in the event that the market price of Rumble Class A Common Shares decreases relative to the market price of Northern Data Shares prior to completion of the Business Combination;

•        the impact of contingent tax liabilities related to the ongoing Swedish tax investigation on the valuation of Northern Data and the Offer Exchange Ratio;

•        the realization of the anticipated strategic benefits of the Business Combination, including the future product roadmap of the combined business, is subject to significant execution risks and uncertainties, and there can be no assurance that such benefits will materialize as expected; in addition, Rumble has to date not achieved profitability, and the combined business may continue to face challenges in achieving and sustaining profitability, which could adversely affect the value of the consideration received by tendering Northern Data Shareholders; and

•        the long period between signing of the Business Combination Agreement and completion of the Takeover Offer during which market conditions and business developments could materially change.

The Northern Data management board and the supervisory board considered all of these factors as a whole and, on balance, concluded that the potential benefits of the Business Combination outweighed the risks and uncertainties of the Business Combination. The foregoing discussion of the information and factors considered by the management board and supervisory board of Northern Data is not intended to be exhaustive, but rather is meant to include the material factors that the boards considered. Northern Data’s management board and supervisory board each unanimously came to the conclusion to approve the entry into the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination and the Takeover Offer, in light of the various factors described above and other factors that the management board and supervisory board members believed were appropriate.

Certain Unaudited Prospective Financial Information

Rumble and Northern Data do not currently, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results due to the inherent uncertainty, unpredictability and subjectivity of the underlying assumptions, estimates and projections. In connection with its consideration of each of Rumble’s and Northern Data’s stand-alone prospects and potential strategic transactions available to Rumble, (i) management of Rumble prepared or approved for use certain unaudited prospective financial information for Rumble (the “Rumble standalone projections”), (ii) Northern Data’s management prepared and provided to Rumble certain unaudited prospective financial information for Northern Data (the “Northern Data standalone projections”) and (iii) Rumble management made certain adjustments to the Northern Data standalone projections as further described below (the “Rumble management adjusted Northern Data standalone projections”) (clauses (i) through (iii), collectively, the “Projections”), each of which was provided by Rumble and Northern Data, as applicable, and considered by Rumble’s financial advisor, Guggenheim Securities, and the Rumble Board. The Rumble Board subsequently directed Guggenheim Securities to use the Rumble standalone projections and Rumble management adjusted Northern Data standalone projections in connection with rendering their fairness opinion and performing their related financial analysis, as described below in the section entitled “The Business Combination — Opinion of Financial Advisor to Rumble.” A summary of certain significant elements of this information is set forth below and is included in this joint

information statement/prospectus solely to give the Rumble Stockholders and Northern Data Shareholders access to certain prospective financial information that was made available to Guggenheim Securities and the Rumble Board. The Projections may not be appropriate for other purposes.

The Projections were prepared for internal use. The Projections were not prepared with a view toward public disclosure or with a view toward complying with U.S. GAAP or IFRS (as detailed below), the published guidelines of the SEC regarding projections, the use of non-U.S. GAAP financial measures or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of Rumble’s and Northern Data’s management, were prepared on a reasonable basis in connection with the Business Combination, reflected the best available estimates and judgments at the time of preparation and presented, as of the time of preparation, to the best of Rumble’s and Northern Data’s management’s knowledge and belief, the reasonable projections of the future financial performance of each of Rumble and Northern Data.

Neither Rumble’s nor Northern Data’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain and many of which are beyond the control of Rumble’s and Northern Data’s management. Because the Projections cover multiple years, by their nature, they also become subject to greater uncertainty with each successive year. The Projections do not take into account any circumstances or events occurring after the date they were prepared. As a result, there can be no assurance that the Projections will be realized or that actual results will not be significantly higher or lower than projected. Several important factors with respect to Rumble and Northern Data’s businesses and the industries in which they participate may affect actual results and result in the Projections not being achieved. For a description of some of these factors, Rumble Stockholders and Northern Data Shareholders are urged to review Rumble’s most recent SEC filings as well as the discussion entitled “Forward-Looking Statements” and other risk factors described in this joint information statement/prospectus and Rumble’s 2025 Annual Report. In addition, the Projections may be affected by Rumble and Northern Data’s inability to achieve strategic goals, objectives and targets over the applicable period. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Rumble or Northern Data or that actual results will not differ materially from those presented in the prospective financial information.

In light of the foregoing factors and the uncertainties inherent in the Projections, Rumble Stockholders and Northern Data Shareholders are cautioned not to place undue, if any, reliance on the Projections.

Rumble Standalone Projections

The following table presents a summary of the unaudited prospective financial information of Rumble on a standalone basis prepared by Rumble management for Rumble for fiscal years 2025 through 2030, which information is referred to as the “Rumble standalone projections.” Rumble management made various assumptions when preparing the Rumble standalone projections including certain assumptions regarding Rumble’s ability to attract large brand advertisers to spend on the Rumble Advertising Center (‘RAC’). Various assumptions were also made in determining the levels of operating expenses, including but not limited to a reduction in minimum guarantee commitments with content creators as a result of the enhanced monetization driven by large brand advertiser spend. Capital expenditure assumptions relate to continued investment in Rumble Cloud infrastructure as a result of increased customer demand and the execution of an evolving product mix. The risks are described herein under the section titled “Risk Factors” and in Rumble’s filings with the SEC, as listed under the section titled “Where You Can Find More Information.”

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(1)      EBITDA, a non-GAAP financial measure, is calculated as earnings before interest, taxes, depreciation and amortization. EBITDA does not add back stock-based compensation expense. EBITDA as presented in this table is different from Adjusted EBITDA that is presented in Rumble’s SEC periodic reports and earnings releases.

(2)      Unlevered Free Cash Flow is calculated on a post-stock-based compensation basis.

Northern Data Standalone Projections

The following table presents a summary of the unaudited prospective financial information of Northern Data on a standalone basis prepared by Northern Data management for Northern Data for fiscal years 2025 through 2030, which information is referred to as the “Northern Data standalone projections.” Northern Data management made various assumptions when preparing the Northern Data standalone projections based on GPU market pricing, customer onboarding, capacity and utilization rates, in addition to growth of the GPU platform product offering. The Northern Data financial projections were provided to representatives of Rumble on July 23, 2025. The Northern Data standalone projections were prepared based on a business growth plan which would have required additional financing in order to be implemented. At the time of preparation of the Northern Data standalone projections, Northern Data reasonably anticipated being able to pursue such financing; however, such additional financing had not yet been sourced and, other than the Existing ND Loan (as defined below), Northern Data’s ability to secure any financing was uncertain as to availability, timing and terms. Northern Data’s ability to execute on such business plan in the manner set forth in the projections would not have been possible in the absence of such financing.

Various other assumptions were also made in determining the levels of operating expenses, including headcount numbers, payroll inflation, energy cost inflation, the cost of colocation services, the cost of desired customer service levels and the cost of corporate functions. Key assumptions and dependencies underlying the Northern Data standalone projections include: availability and cost of future GPU and data center infrastructure, allocation of growth capital and access to financing, development of the GPU product and technology platform offering, market rates for GPU per hour, utilization and general competition in the market; and the risks described herein under the section titled “Risk Factors.”

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**      Converted from EUR to USD based on exchange rate as of Nov 7th of 1.157.

(1)      EBITDA, a non-GAAP, non-IFRS financial measure, is calculated as earnings before interest, taxes, depreciation and amortization. EBITDA does not add back stock-based-compensation expense.

Rumble management adjusted Northern Data standalone projections

Rumble was provided, in connection with its due diligence review of Northern Data, the Northern Data standalone projections, as described above. Promptly following receipt of these projections in late July 2025, Rumble management made certain adjustments to the Northern Data standalone projections to reflect a more conservative set of growth assumptions, specifically around utilization of GPUs, pricing and data center buildout. Such adjustments were made based on Rumble management’s judgment and experience, its analysis of the Northern Data business and discussions between Rumble management and Northern Data management. As with the Northern Data standalone projections, as described above, the Rumble management adjusted Northern Data standalone projections included assumptions for significant capital expenditures requiring additional financing in order to be implemented, which financing was not committed at the time and thus may not have been available. Rumble management provided the Rumble management adjusted Northern Data standalone projections to the Rumble Board, which were provided by Rumble management to Guggenheim Securities and which were approved by the Rumble Board for use by Guggenheim Securities and which the Rumble Board directed Guggenheim Securities to use in connection with their financial analyses and opinions. The Rumble management adjusted Northern Data standalone projections were prepared approximately nine months ago and do not necessarily reflect current views or assumptions.

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**      Converted from EUR to USD based on exchange rate as of Nov 7th of 1.157.

(1)      EBITDA, a non-IFRS financial measure, is calculated as earnings before interest, taxes, depreciation and amortization. EBITDA does not add back stock-based compensation expense.

(2)      Unlevered Free Cash Flow is calculated on a post-stock-based compensation basis and was derived by Rumble management from the Northern Data standalone projections, as adjusted by Rumble management as described above.

Additional Information About the Projections

The inclusion of the Projections in this joint information statement/prospectus should not be regarded as an indication that Rumble or Northern Data or any of their respective affiliates, advisors, officers, directors or representatives considered or considers the Projections to be necessarily predictive of actual future events, and the Projections should not be relied upon as such. Neither Rumble, Northern Data nor any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any of the Rumble Stockholders, Northern Data Shareholders or any other person regarding the ultimate performance of Rumble or Northern Data compared to the information contained in the Projections or can give any assurance that actual results will not differ materially from the Projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the Projections to reflect circumstances existing after the date the Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Projections are shown to be in error. Neither Rumble nor Northern Data intend to make publicly available any update or other revision to the Projections, except as otherwise required by law.

The unaudited prospective financial information does not take into account the possible financial and other effects on Rumble or Northern Data of the Business Combination and does not attempt to predict or suggest future results of the surviving corporation. The unaudited prospective financial information does not give effect to the Business Combination, including the impact of negotiating or executing the Business Combination Agreement, the expenses that may be incurred in connection with consummating the Business Combination, the potential benefits that may be achieved by the combined company as a result of the Business Combination or the effect of any business or strategic decisions or actions which would likely have been taken if the Business Combination Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Business Combination. Further, the unaudited prospective financial information does not take into account the effect on Rumble or Northern Data of any possible failure of the Business Combination to occur. None of Rumble, Northern Data, Guggenheim Securities or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any Rumble Stockholders, Northern Data Shareholder or other person regarding Rumble’s or Northern Data’s ultimate performance compared to the information contained in the unaudited prospective financial information or that the forecasted results will be achieved. The unaudited prospective financial information is being provided solely because it was made available to Guggenheim Securities.

The Projections include non-U.S. GAAP financial measures, and they were presented because Rumble’s and Northern Data’s management believed they could be useful indicators of Rumble’s and Northern Data’s respective projected future operating performance. Rumble and Northern Data prepared the Projections on a non-U.S. GAAP basis. Non-U.S. GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP, and non-U.S. GAAP financial measures as used by Rumble may not be comparable to similarly titled amounts used by other companies.

All financial Projections are forward-looking statements and reflect numerous estimates and assumptions with respect to industry performance, general business, economic, market and financial conditions, changes to the business, financial condition or results of operations of Rumble and other matters, including those described under “Forward-Looking Statements,” many of which are difficult to predict, subject to significant economic and competitive uncertainties, are beyond Rumble’s control and may cause the Projections or the underlying assumptions not to be realized. These and other forward-looking statements are expressly qualified in their entirety by the risks and uncertainties identified above and the cautionary statements contained in Rumble’s 2025 Annual Report. Please consider carefully the discussion entitled “Forward-Looking Statements” elsewhere in this joint information statement/prospectus.

Opinion of Financial Advisor to Rumble

Rumble retained Guggenheim Securities as its financial advisor in connection with the potential combination with Northern Data. In selecting Guggenheim Securities as its financial advisor, Rumble considered that, among other things, Guggenheim Securities is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the enterprise AI sector. Guggenheim Securities, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

At the November 9, 2025 meeting of the Rumble Board, Guggenheim Securities rendered an oral opinion, which was confirmed by delivery of a written opinion, to the Rumble Board to the effect that, as of November 9, 2025, and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Offer Exchange Ratio was fair, from a financial point of view, to Rumble.

This description of Guggenheim Securities’ opinion is qualified in its entirety by the full text of the written opinion, which is attached as Annex N to this joint information statement/prospectus and which you should read carefully and in its entirety. Guggenheim Securities’ written opinion sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by Guggenheim Securities. Guggenheim Securities’ written opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of Guggenheim Securities, is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion. Guggenheim Securities has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of the opinion.

In rendering its opinion, Guggenheim Securities did not express any view or opinion as to (i) the prices at which the Rumble Class A Common Shares, the Northern Data Shares or other securities or financial instruments of or relating to Rumble, Northern Data or the combined company may trade or otherwise be transferable at any time; (ii) the potential effects of volatility in the credit, financial or equity markets or in the digital asset markets on Rumble, Northern Data or the combined company, their respective securities or other financial instruments, the transactions contemplated by the Business Combination Agreement or the financing thereof; or (iii) the impact of the transactions contemplated by the Business Combination Agreement on the solvency or viability of Rumble, Northern Data or the combined company to pay their respective obligations when they come due.

In reading the discussion of Guggenheim Securities’ opinion set forth below, you should be aware that such opinion (and, as applicable, any materials provided in connection therewith or the summary of Guggenheim Securities’ underlying financial analyses elsewhere in this joint information statement/prospectus):

•        was provided to the Rumble Board (in its capacity as such) for its information and assistance in connection with its evaluation of the Offer Exchange Ratio;

•        did not constitute a recommendation to the Rumble Board with respect to the transactions contemplated by the Business Combination Agreement;

•        does not constitute advice or a recommendation to any holder of Northern Data Shares as to whether to tender any such Northern Data Shares pursuant to the Takeover Offer;

•        did not address Rumble’s underlying business or financial decision to pursue or effect the transactions contemplated by the Business Combination Agreement, the relative merits of the transactions contemplated by the Business Combination Agreement as compared to any alternative business or financial strategies that might exist for Rumble, or the effects of any other transaction in which Rumble might engage;

•        addressed only the fairness, from a financial point of view and as of the date of such opinion, of the Offer Exchange Ratio to Rumble;

•        expressed no view or opinion as to (i) any other term, aspect or implication of (a) the transactions contemplated by the Business Combination Agreement (including, without limitation, the form or structure of such transactions) or the Business Combination Agreement or (b) any other agreement, transaction document or instrument contemplated by the Business Combination Agreement or to be entered into or amended in connection with the Business Combination (including any transaction involving Tether or any of its affiliates) or (ii) the fairness, financial or otherwise, of the transactions contemplated by the Business Combination Agreement to, or of any consideration to be paid to or received by, the holders of any class of securities, creditors or other constituencies of Rumble or Northern Data; and

•        expressed no view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of Rumble’s or Northern Data’s directors, officers or employees, or any class of such persons, in connection with the transactions contemplated by the Business Combination Agreement relative to the Offer Exchange Ratio or otherwise.

In the course of performing its reviews and analyses for rendering its opinion, Guggenheim Securities:

•        reviewed a draft of the Business Combination Agreement dated November 4, 2025;

•        reviewed certain publicly available business and financial information regarding each of Rumble and Northern Data;

•        reviewed certain non-public business and financial information regarding Rumble and Northern Data and their respective businesses and future prospects (including (i) certain financial projections for Rumble for the years ending December 31, 2025 through December 31, 2030 referred to herein as the “Rumble Standalone Projections” and summarized in the section of this document entitled “The Business Combination — Certain Unaudited Prospective Financial Information” beginning on page 54 of this joint information statement/prospectus) and for Northern Data for the years ending December 31, 2025 through December 31, 2030 (referred to herein as the “Rumble management adjusted Northern Data standalone projections” and summarized in the section of this document entitled “The Business Combination — Certain Unaudited Prospective Financial Information” beginning on page 54 of this joint information statement/prospectus and, together with the Rumble Standalone Projections, referred to in this section of this document entitled “The Business Combination — Opinion of Financial Advisor to Rumble” as the “Rumble-Provided Financial Projections”) and (ii) certain other estimates and other forward-looking information, all as prepared by, discussed with and approved for Guggenheim Securities’ use by Rumble’s senior management (the “Rumble-Provided Information”);

•        reviewed certain non-public business and financial information regarding Northern Data and its business and future prospects (including (i) certain financial projections for Northern Data on a stand-alone basis for the fiscal years ending December 31, 2025 through December 31, 2030 (referred to herein as the “Northern Data Standalone Projections” and summarized in the section titled “The Business Combination — Certain Unaudited Prospective Financial Information” beginning on page 54 of this joint information statement/prospectus, and, together with the Rumble-Provided Financial Projections, referred to in this section of this document entitled “The Business Combination — Opinion of Financial Advisor to Rumble” as the “Financial Projections”) and (ii) certain other estimates and other forward-looking information), all as prepared by and discussed with Northern Data’s senior management and reviewed by, discussed with and approved for Guggenheim Securities’ use by Rumble’s senior management (collectively, referred to in this section of this document entitled “The Business Combination — Opinion of Financial Advisor to Rumble” as the “Northern Data-Provided Information”);

•        discussed with Rumble’s senior management their strategic and financial rationale for the transactions contemplated by the Business Combination Agreement as well as their views of Rumble’s and Northern Data’s respective businesses, operations, historical and projected financial results and future prospects and the commercial, competitive and regulatory dynamics in the enterprise AI sector;

•        discussed with Northern Data’s senior management their views of Northern Data’s business, operations, historical and projected financial results and future prospects and the commercial, competitive and regulatory dynamics in the enterprise AI sector;

•        performed discounted cash flow analyses based on the Rumble-Provided Financial Projections;

•        reviewed the valuation and financial metrics of certain precedent mergers and acquisitions that Guggenheim Securities deemed relevant in evaluating the transactions contemplated by the Business Combination Agreement;

•        reviewed the historical prices, certain trading multiples and the trading activity of Northern Data Shares and Rumble Class A Common Shares;

•        compared the financial performance of Rumble and Northern Data and the trading multiples and the trading activity of the Northern Data Shares and Rumble Class A Common Shares with corresponding data for certain publicly traded companies that Guggenheim Securities deemed relevant in evaluating Rumble and Northern Data;

•        reviewed the pro forma financial results, financial condition and capitalization of Rumble giving effect to the transactions contemplated by the Business Combination Agreement (the “Combined Company”), all as prepared by, approved for Guggenheim Securities’ use by, and discussed with, Rumble’s senior management; and

•        conducted such other studies, analyses, inquiries and investigations as Guggenheim Securities deemed appropriate.

With respect to the information used in arriving at its opinion, Guggenheim Securities noted that:

•        Guggenheim Securities relied upon and assumed the accuracy, completeness and reasonableness of all industry, business, financial, legal, regulatory, tax, accounting, actuarial and other information provided by or discussed with Rumble or Northern Data (including, without limitation, the Rumble-Provided Information and the Northern Data-Provided Information) or obtained from public sources, data suppliers and other third parties.

•        Guggenheim Securities (i) did not assume any responsibility, obligation or liability for the accuracy, completeness, reasonableness, achievability or independent verification of, and Guggenheim Securities did not independently verify, any such information (including, without limitation, the Rumble-Provided Information or the Northern Data-Provided Information); (ii) expressed no view or opinion regarding the reasonableness or achievability of the Financial Projections, any other estimates or any other forward-looking information provided by Rumble or Northern Data or the assumptions upon which any of the foregoing are based and (iii) relied upon the assurances of Rumble’s senior management that they were (in the case of the Rumble-Provided Information) and have assumed that Northern Data’s senior management was (in the case of the Northern Data-Provided Information) unaware of any facts or circumstances that would make the Rumble-Provided Information or the Northern Data-Provided Information incomplete, inaccurate or misleading.

•        Guggenheim Securities (i) was advised by Rumble’s senior management, and Guggenheim Securities assumed, that the Rumble-Provided Financial Projections had been (y) reasonably prepared on bases reflecting the best then-currently available estimates and judgments of Rumble’s senior management as to the expected future performance of Rumble, Northern Data and the Combined Company and (z) reviewed by the Rumble Board with the understanding that such information would be used and relied upon by Guggenheim Securities in connection with rendering its opinion; (ii) assumed that the Northern Data-Provided Financial Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Northern Data’s senior management as to the expected future performance of Northern Data on a stand-alone basis; and (iii) assumed any financial projections/forecasts, any other estimates and/or any other forward-looking information obtained from public sources, data suppliers and other third parties were reasonable and reliable.

Guggenheim Securities also noted certain other considerations with respect to its engagement and the rendering of its opinion:

•        Guggenheim Securities did not perform or obtain any independent appraisal of the assets or liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of Rumble, Northern Data, or any other entity or the solvency or fair value of Rumble, Northern Data, or any other entity, nor was Guggenheim Securities furnished with any such appraisals.

•        Guggenheim Securities’ professionals are not legal, regulatory, tax, consulting, accounting, appraisal or actuarial experts and nothing in Guggenheim Securities’ opinion should be construed as constituting advice with respect to such matters; accordingly, Guggenheim Securities relied on the assessments of Rumble’s senior management, Northern Data’s senior management and Rumble’s other professional advisors with respect to such matters. Guggenheim Securities did not express any view or render any opinion regarding the tax consequences of the transactions contemplated by the Business Combination Agreement to Rumble.

Furthermore, except as expressly set forth in its analysis as directed by Rumble, Guggenheim Securities did not express any view or render any opinion as to, and its opinion did not take into account, any aspects (legal, financial or otherwise) of the allegations (the “Allegations”) as described in (i) the EPPO search warrant dated September 10, 2025; (ii) the Swedish Tax Authority draft tax assessment sent to Decentric Europe B.V. on September 9, 2025 (or any other similar assessments delivered to Northern Data or its affiliates); and (iii) any notices of suspicion delivered to any current or former employees, officers, directors or advisors of Northern Data or its affiliates, or any similar notices, allegations or charges delivered by the EPPO, the Swedish tax authorities, the Swedish prosecutor’s office and/or any other related governmental or regulatory authorities or agencies on or after the date hereof. Guggenheim

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(1)    Discounted by one year at the midpoint cost of equity.

Northern Data Financial Analyses

Northern Data Discounted Cash Flow Analyses

Guggenheim Securities performed discounted cash flow analyses of Northern Data based on the forecasted after-tax unlevered free cash flows for Northern Data, an estimated interim growth rate decreasing ratably for an interim growth period and an estimate of its terminal/continuing value at the end of the forecast horizon.

In performing its discounted cash flow analyses with respect to Northern Data:

•        Guggenheim Securities utilized the Rumble-Provided Financial Projections, as provided and approved for Guggenheim Securities’ use by Rumble’s senior management.

•        Guggenheim Securities used a discount rate range of 11.00% – 14.00% based on its estimate of Northern Data’s weighted average cost of capital.

•        In estimating Northern Data’s terminal/continuing value, Guggenheim Securities used an interim growth rate of 15% for the year 2031 stepping down ratably to 5% for the year 2035 and a reference range of perpetual growth rates of Northern Data’s terminal year after the interim growth period of normalized after-tax unlevered free cash flow of 2.50% – 3.00%.

Guggenheim Securities’ discounted cash flow analyses for purposes of evaluating Northern Data Shares resulted in an overall reference range of $3.15–$31.33 per share.

Northern Data Selected Publicly Traded Companies Analysis

Guggenheim Securities reviewed and analyzed Northern Data’s historical stock price performance, trading metrics and historical and projected/forecasted financial performance compared to corresponding data for publicly traded companies in the sectors that Guggenheim Securities deemed relevant for purposes of this analysis. Guggenheim Securities calculated, among other things, various public market trading multiples for the selected publicly traded companies, which are summarized in the table below:

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(1)    Selected publicly traded company metrics reflect historical information per public SEC filings, Bloomberg and FactSet as of November 7, 2025.

In performing its selected publicly traded companies analysis with respect to Northern Data, Guggenheim Securities selected a reference range of CY 2025E Enterprise Value to Revenue multiples of 13.5x – 24.5x, a reference range of CY 2026E Enterprise Value to Revenue multiples of 6.0x – 9.0x and a reference range of CY 2027E Enterprise Value to Revenue multiples of 4.0x – 5.0x. Guggenheim Securities’ selected publicly traded companies analysis resulted in an overall reference range for purposes of evaluating Northern Data Shares on a stand-alone public market trading basis of (i) $4.98 – $20.56 per share based on CY 2025E EV/Revenue in the Rumble-Provided Financial Projections; (ii) $4.89 – $14.48 per share based on CY 2026E EV/Revenue in the Rumble-Provided Financial Projections; and (iii) $39.62 – $52.71 per share based on CY 2027E EV/Revenue in the Rumble-Provided Financial Projections.

Northern Data Reference Information

In order to provide certain context for the financial analyses of Northern Data in connection with its opinion as described above, Guggenheim Securities undertook various additional financial reviews and analyses as summarized below solely for informational reference purposes. As a general matter, Guggenheim Securities did not consider such additional financial reviews and analyses to be determinative methodologies for purposes of its opinion.

Wall Street Equity Research Analyst Stock Price Targets

Guggenheim Securities reviewed selected Wall Street equity research analyst stock price targets for Northern Data on a standalone basis that were published on or after November 1, 2024, and prior to November 7, 2025 (the last trading day before the date of the public announcement of the execution of the Business Combination Agreement). Guggenheim Securities noted that such Wall Street equity research analyst stock price targets for Northern Data Shares, discounted by one year at the midpoint cost of equity, were $26.91–$42.85 per share.

52-Week High/Low

Guggenheim Securities reviewed Northern Data’s stock price trading history. Guggenheim Securities noted that for the year-ended November 7, 2025, the lowest closing price was $13.62 and the highest closing price was $59.37.

Rumble Stand-Alone Financial Analyses

Recap of Rumble Stand-Alone Financial Analyses

In evaluating Rumble in connection with rendering its opinion, Guggenheim Securities performed various financial analyses which are summarized in the table below and described in more detail elsewhere herein, including discounted cash flow analysis and selected publicly traded companies analyses.

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(1)    Discounted by one year at the midpoint cost of equity.

Rumble Discounted Cash Flow Analysis

Guggenheim Securities performed stand-alone discounted cash flow analysis of Rumble based on forecasted after-tax unlevered free cash flows for Rumble, an estimated interim growth rate decreasing ratably for an interim growth period and an estimate of its terminal/continuing value at the end of the forecast horizon.

In performing its discounted cash flow analysis with respect to Rumble:

•        Guggenheim Securities utilized the Rumble-Provided Financial Projections as provided and approved for Guggenheim Securities’ use by Rumble’s senior management.

•        Guggenheim Securities used a discount rate range of 11.75% – 15.50% based on its estimate of Rumble’s weighted average cost of capital.

•        In estimating Rumble’s terminal/continuing value, Guggenheim Securities used an interim growth rate of 75% for an interim growth period in the year 2031, stepping down ratably to 15% in the year 2035 and a reference range of perpetual growth rates of Rumble’s terminal year after the interim growth period of normalized after-tax unlevered free cash flow of 2.50% – 3.00%.

Guggenheim Securities’ discounted cash flow analysis resulted in an overall reference range of $4.61 – $7.99 per share.

Rumble Selected Publicly Traded Companies Analysis

Guggenheim Securities reviewed and analyzed Rumble’s historical stock price performance, trading metrics and historical and projected/forecasted financial performance compared to corresponding data for publicly traded companies in the sectors that Guggenheim Securities deemed relevant for purposes of this analysis. Guggenheim Securities calculated, among other things, various public market trading multiples for the selected publicly traded companies, which are summarized in the table below:

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(1)    Selected publicly traded company metrics reflect historical information per public SEC filings, Bloomberg and FactSet as of November 7, 2025.

In performing its selected publicly traded companies analysis with respect to Rumble, Guggenheim Securities selected a reference range of CY 2025E Enterprise Value to Revenue multiples of 4.0x – 17.5x, a reference range of CY 2026E Enterprise Value to Revenue multiples of 3.5x – 12.5x and a reference range of CY 2027E Enterprise Value to Revenue multiples of 3.0x – 10.0x. Guggenheim Securities’ selected publicly traded companies analysis resulted in an overall reference range for purposes of evaluating Rumble Class A Common Shares on a stand-alone public market trading basis of (i) $2.34 – $6.89 per share based on CY 2025E EV/Revenue in the Rumble-Provided Financial Projections, (ii) $2.50 – $6.38 per share based on CY 2026E EV/Revenue in the Rumble-Provided Financial Projections and (iii) $3.05 – $7.82 per share based on CY 2027E EV/Revenue in the Rumble-Provided Financial Projections.

Rumble Reference Information

In order to provide certain context for the financial analyses of Rumble in connection with its opinion as described above, Guggenheim Securities undertook various additional financial reviews and analyses as summarized below solely for informational reference purposes. As a general matter, Guggenheim Securities did not consider such additional financial reviews and analyses to be determinative methodologies for purposes of its opinion.

Wall Street Equity Research Analyst Stock Price Targets

Guggenheim Securities reviewed selected Wall Street equity research analyst stock price targets for Rumble on a standalone basis that were published on or after November 1, 2024 and prior to November 7, 2025 (the last trading day prior to the public announcement of the execution of the Business Combination Agreement). Guggenheim Securities noted that such Wall Street equity research analyst stock price targets for Rumble Class A Common Shares, discounted by one year at the midpoint cost of equity, were $7.92–$17.60 per share.

52-Week High / Low

Guggenheim Securities reviewed Rumble’s stock price trading history. Guggenheim Securities noted that for the year-ended November 7, 2025, the lowest closing price was $5.54 and the highest closing price was $16.27.

Implied Offer Exchange Ratio Analysis

In assessing the Offer Exchange Ratio, Guggenheim Securities derived valuation ranges for the Rumble Class A Common Shares and Northern Data Shares, respectively, using the financial methodologies described above under the subsections “Northern Data Discounted Cash Flow Analyses”, “Northern Data Selected Publicly Traded Companies Analysis”, “Rumble Discounted Cash Flow Analysis” and “Rumble Selected Publicly Traded Companies Analyses”.

The following table summarizes the implied Offer Exchange Ratios derived using each of the foregoing financial methodologies. With respect to any given range of implied Offer Exchange Ratios, the high implied Offer Exchange Ratio assumes the maximum Northern Data per share equity value and minimum Rumble per share equity value, while the low implied Offer Exchange Ratio assumes the minimum Northern Data per share equity value and maximum Rumble per share equity value.

Other Considerations

Except as described in the summary above, Rumble did not provide specific instructions to, or place any limitations on, Guggenheim Securities with respect to the procedures to be followed or factors to be considered in performing its financial analyses, or providing its opinion. The type and amount of consideration payable in the transactions contemplated by the Business Combination Agreement were determined through negotiations between Rumble and Northern Data and were approved by the Rumble Board. The decision to enter into the Business Combination Agreement was solely that of the Rumble Board. Guggenheim Securities’ opinion was just one of the many factors taken into consideration by the Rumble Board. Consequently, Guggenheim Securities’ financial analyses should not be viewed as determinative of the decision of the Rumble Board with respect to the fairness, from a financial point of view, to Rumble of the Offer Exchange Ratio in connection with the transactions contemplated by the Business Combination Agreement.

Pursuant to the terms of Guggenheim Securities’ engagement, Rumble has agreed to pay Guggenheim Securities a cash transaction fee equal to $20,000,000 upon the closing of the transactions contemplated by the Business Combination Agreement; provided, however, that Rumble may, in its discretion, increase the amount of the transaction fee that is payable upon the closing of the transactions contemplated by the Business Combination Agreement by an additional amount of up to $5,000,000 payable by Rumble. In addition, Rumble has agreed to reimburse Guggenheim Securities for certain expenses and to indemnify Guggenheim Securities against certain liabilities arising out of its engagement.

Aside from its current engagement by Rumble, Guggenheim Securities had not been previously engaged during the two years prior to the date of its opinion by Rumble, nor had Guggenheim Securities been previously engaged during the two years prior to the date of its opinion by Northern Data, to provide financial advisory or investment banking services for which Guggenheim Securities received fees. Guggenheim Securities may in the future seek to provide Rumble and Northern Data and their respective affiliates with financial advisory and investment banking services unrelated to the transactions contemplated by the Business Combination Agreement, for which services Guggenheim Securities would expect to receive compensation.

Guggenheim Securities and its affiliates and related entities engage in a wide range of financial services activities for its and their own accounts and the accounts of customers, including but not limited to: asset, investment and wealth management; insurance services; investment banking, corporate finance, mergers and acquisitions and restructuring; merchant banking; fixed income and equity sales, trading and research; and derivatives, foreign exchange and futures. In the ordinary course of these activities, Guggenheim Securities and its affiliates and related entities may (i) provide such financial services to Rumble, Northern Data, other participants in the transactions contemplated by the Business Combination Agreement or their respective affiliates, for which services Guggenheim Securities and its affiliates and related entities may have received, and may in the future receive, compensation and (ii) directly and indirectly hold long and short positions, trade and otherwise conduct such activities in or with respect to loans, debt and equity securities

and derivative products of or relating to Rumble, Northern Data, other participants in the transactions contemplated by the Business Combination Agreement or their respective affiliates. Furthermore, Guggenheim Securities and its affiliates and related entities and its or their respective directors, officers, employees, consultants and agents may have investments in Rumble, Northern Data, other participants in the transactions contemplated by the Business Combination Agreement their respective affiliates.

Consistent with applicable legal and regulatory guidelines, Guggenheim Securities has adopted certain policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, Guggenheim Securities’ research analysts may hold views, make statements or investment recommendations and publish research reports with respect to Rumble, Northern Data, other participants in the transactions contemplated by the Business Combination Agreement or their respective affiliates or the transactions contemplated by the Business Combination Agreement that differ from the views of Guggenheim Securities’ investment banking personnel.

Accounting Treatment

The Business Combination will be accounted for using the acquisition method of accounting in accordance with ASC 805. U.S. GAAP requires that one of the two companies in the Business Combination be identified as the acquirer for accounting purposes. Management has determined that Rumble is the acquiring entity for accounting purposes. In identifying Rumble as the acquiring entity for accounting purposes, the companies considered that Rumble is the company issuing new equity instruments, and further took into account the intended corporate governance structure of the combined company, the relative voting rights in the combined company after the Business Combination, the composition of the senior management of the combined company, the terms of the exchange of equity interests, and the size of each of the companies. In assessing the size of each of the companies, the companies evaluated various metrics, including, but not limited to: assets, revenue, operating income, market capitalization and enterprise value. No single factor was the sole determinant in the overall conclusion that Rumble is the acquirer for accounting purposes. Rather, all factors were considered in arriving at such conclusion.

Listing of Additional Rumble Class A Common Shares

Rumble expects to obtain approval to list the Rumble Class A Common Shares to be issued pursuant to the Takeover Offer on the Nasdaq, subject to official notice of issuance. Rumble does not currently intend to cause or procure the termination of the inclusion of the Rumble Class A Common Shares on the Open Market of the Frankfurt Stock Exchange.

Regulatory Approvals Related to the Business Combination

The Business Combination is subject to review and approval by government authorities and other regulatory agencies, including in jurisdictions outside the United States and Germany. Rumble and Northern Data intend to file all notifications and applications that they determined are necessary under the applicable laws, rules and regulations of the respective authorities, agencies and jurisdictions identified in the Business Combination Agreement and to file all post-closing notifications that they determined are necessary as soon as possible after closing has taken place. While Rumble and Northern Data believe that they will receive the requisite regulatory approvals, there can be no assurances regarding the timing of such approvals, the ability to obtain such approvals on satisfactory terms or at all, the conditions imposed on these approvals or the absence of litigation challenging these approvals. There can likewise be no assurance that U.S. federal, state, German or other authorities will not attempt to challenge the Business Combination on antitrust grounds or for other reasons, or, if a challenge is made, as to the results of the challenge. The German Federal Ministry for Economic Affairs and Energy (Bundesministerium für Wirtschaft und Energie, “BMWE”) granted a certificate of non-objection on December 19, 2025. The Swedish Inspectorate of Strategic Products (Inspektionen för strategiska produkter) approved the transaction on February 16, 2026. The UK Investment Security Unit approved the transaction on February 25, 2026. The U.S. antitrust filing (with respect to the HSR Act filings) was made on December 19, 2025 and the parties were granted an early termination on January 16, 2026. Further, Rumble submitted a notification to the Competition Regulation Committee of the UAE MoE on January 27, 2026 which has been formally accepted on February 20, 2026.

Rumble’s and Northern Data’s obligation to complete the Business Combination is conditioned upon the receipt of the required regulatory approvals, including (i) clearance or lapse of applicable waiting periods by the competent merger control authorities in the U.S. and the United Arab Emirates; and (ii) receipt of applicable investment control clearances or equivalent regulatory approvals in Germany, Sweden and the United Kingdom, in each case on or before the End Date.

See the section of this document entitled “The Takeover Offer — Conditions to the Takeover Offer.”

U.S. Antitrust Clearance

Under the HSR Act, and the rules promulgated thereunder, the Business Combination may not be completed until notification and report forms have been filed with the FTC and the DOJ and the applicable waiting periods have expired or have been terminated. Upon expiration or termination of the waiting period and assuming the other Offer Conditions have been satisfied or waived, the parties may close the transaction, unless otherwise agreed and unless the competition authority has successfully applied to a federal court for a preliminary injunction against the closing of the transaction.

The requisite Notification and Report Forms under the HSR Act were filed with the FTC and the DOJ on December 19, 2025 and the parties were granted early termination on January 16, 2026.

United Arab Emirates Antitrust Clearance

Under the United Arab Emirates Federal Law 36 of 2023 on the Regulation of Competition, and the relevant implementing regulations, the Business Combination may not be completed until a notification has been filed with the Competition Regulation Committee (the “Committee”) of the UAE MoE and the UAE MoE approved the transaction. Once a notification has been filed with the Committee, the Committee may request additional information before considering the notification complete. Once the notification is deemed complete by the Committee, the UAE MoE has 90 calendar days, extendable by 45 calendar days, to issue its final decision. The review period may be suspended if (i) the Committee requests further information from the parties until they provide a complete response to the request; (ii) the Committee requests a technical opinion from another governmental body as part of its review; or (iii) the Committee receives an objection from an interested party. The UAE MoE may (i) approve the transaction; (ii) approve the transaction subject to commitments from the parties or (iii) prohibit the transaction. In the absence of a decision from the UAE MoE within the legal review period, the transaction is deemed prohibited.

Rumble has submitted a notification to the Committee on January 27, 2026. The Committee formally accepted the notification on February 20, 2026. As the review process is still ongoing as of the date of this joint information statement/prospectus, Rumble cannot assess at the current time when the proceedings will be concluded.

Germany FDI Approval

The Business Combination involves the acquisition of more than 25% of the voting rights in a German entity by a non-German and non-EU/EFTA investor and is subject to the German foreign investment control regime under Sections 55 et seqq., of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung, “AWV”).

Rumble submitted an application for a certificate of non-objection pursuant to Section 58 AWV on November 28, 2025. The BMWE granted a certificate of non-objection on December 19, 2025.

Sweden FDI Approval

Under the Screening of Foreign Direct Investments Act (2023:560), the Business Combination may not be completed until a notification has been filed with the ISP and the ISP has decided not to take action on the transaction or has decided to approve the transaction. Once a notification has been filed with the ISP, the ISP has 25 business days to declare either that it will (i) not take action on the transaction or (ii) initiate a formal review. If the ISP initiates a formal review, it has three months, which it may extend to a total of six months, to (i) approve the transaction, (ii) approve the transaction subject to conditions or (iii) prohibit the transaction.

Rumble submitted a notification to the ISP on December 23, 2025. The ISP approved the transaction on February 16, 2026.

United Kingdom FDI Approval

The Business Combination involves the indirect acquisition of more than 25% of the voting rights in a UK entity and is subject to the National Security and Investment Act 2021 (the “NSI Act”). Rumble understands that Northern Data’s UK subsidiaries do not qualify as “qualifying entities” under the NSI Act. However, in light of certain proposed amendments to the NSI Act, Rumble has submitted a voluntary notification to the UK Investment Security Unit (the “ISU”).

Once the ISU has accepted a notification under the NSI Act, the ISU has up to 30 business days to decide either that it will (i) not take action in relation to the transaction or (ii) issue a call-in-notice in relation to the transaction. If the ISU issues a call-in-notice, it has a further period of up to 30 business days, which can be extended for an additional 45 business days, either to (i) issue a final notification that no further action is to be taken in relation to the transaction, or (ii) issue a final order either prohibiting the transaction or approving it only subject to conditions. If the ISU requests further information or requires a person to attend and provide evidence after a call-in-notice, the formal review period is suspended until such information is provided or such attendance notice is complied with.

Rumble submitted a notification to the ISU on December 23, 2025. The ISU approved the transaction on February 25, 2026.

Appraisal Rights

Rumble Stockholders

Under the DGCL, as well as under the Rumble Charter and Rumble Bylaws, Rumble Stockholders are not entitled to any appraisal rights in connection with the Business Combination, including the Takeover Offer.

Northern Data Shareholders

German law does not grant appraisal rights or provide for appraisal proceedings in connection with a public exchange offer such as the Takeover Offer.

Certain post-closing reorganization transactions may, however, trigger appraisal rights for the Northern Data Shareholders who do not tender their Northern Data Shares in the Takeover Offer. These could potentially include (i) a merger squeeze-out under the German Transformation Act (Umwandlungsgesetz); (ii) a corporate squeeze-out under the German Stock Corporation Act (Aktiengesetz); (iii) an integration (Eingliederung) under the German Stock Corporation Act; (iv) a domination agreement and/or a profit and loss transfer agreement under the German Stock Corporation Act; and (v) other transformation measures under the German Transformation Act, such as hive-downs (Ausgliederungen) or changes of legal form, to the extent they involve an exchange ratio and/or a cash payment. In the event that any of these transactions occur post-closing, Northern Data Shareholders who did not tender their Northern Data Shares in the Takeover Offer and continue to hold Northern Data Shares would be entitled to adequate compensation or consideration, and, under the German Appraisal Proceedings Act (Spruchverfahrensgesetz), if applicable, such Northern Data Shareholders may petition the court to review the adequacy of such compensation, consideration, exchange ratios and any cash top-up.

Interests of Directors, Board Members and Executive Officers of Rumble and Northern Data in the Business Combination

Rumble Stockholders and Northern Data Shareholders should be aware that certain of the Rumble directors and executive officers and certain of the Northern Data management board members and supervisory board members may have interests in the Business Combination and the Takeover Offer that may be different from, or in addition to, the interests of Rumble Stockholders and Northern Data Shareholders, respectively, as further described below.

At the close of business on March 30, 2026, Rumble directors and executive officers and their affiliates controlled approximately 85% of the voting power of Rumble’s outstanding capital stock. As of March 31, 2026, members of the Northern Data management board and their affiliates owned 1.16% of the outstanding Northern Data Shares, and members of the Northern Data management board had equity awards covering 1,769,523 Northern Data Shares in the aggregate.

Rumble

Certain of the Rumble directors and executive officers have interests in the Business Combination and the Takeover Offer that may be different from, or in addition to, the interests of Rumble Stockholders generally. These interests include the continued service of certain directors and executive officers following the closing of the Business Combination and the indemnification of Rumble directors and executive officers. Each member of the Rumble Board was aware of these interests and considered them (to the extent that they existed at the time), among other matters, in evaluating and approving the Business Combination and in recommending that Rumble Stockholders adopt the Business Combination Agreement.

Chris Pavlovski, Rumble’s Chairman and Chief Executive Officer, controlled the exercise of approximately 83% of the voting power of Rumble’s outstanding capital stock as of March 30, 2026. For a discussion of other directors and executive officers owning Rumble voting securities, please refer to “Business and Certain Information about Rumble — Security Ownership of Certain Beneficial Owners and Management of Rumble” beginning on page 131 of this joint information statement/prospectus.

Rumble has entered into certain agreements with Tether, which is a significant stockholder of Rumble, in connection with the Business Combination. For a description of these arrangements, including the Transaction Support Agreement with Tether, the A&R Registration Rights Agreement, the Transaction Agreement Amendment, the Tether Customer Agreement, the Equity Commitment Agreements, the Tether Marketing Agreement, and the Sale and Transfer and Amendment and Restatement Agreement, see the section of this document entitled “Other Transaction Agreements.”

Northern Data

Certain of the Northern Data management board members and supervisory board members have interests in the Business Combination and the Takeover Offer that may be different from, or in addition to, the interests of Northern Data Shareholders generally. These interests may include the continued service of Northern Data management board members following the closing of the Business Combination.

Concurrently with the execution and delivery of the Business Combination Agreement, Aroosh Thillainathan, Northern Data’s management board member and chief executive officer, and the investment company ART Holding GmbH controlled by him, agreed to sell 744,150 Northern Data Shares in exchange for new Rumble Class A Common Shares at the Offer Exchange Ratio. Apart from that, Aroosh Thillainathan does not hold any Northern Data Shares, either directly or indirectly. In addition, Aroosh Thillainathan, under Northern Data’s stock option programs, holds options on a total of 1,519,523 Northern Data Shares of which stock options for 1,115,097 Northern Data Shares are already vested but not exercisable yet due to applicable waiting periods. Moreover, John Hoffman, a member of Northern Data’s management board, holds options to purchase 250,000 Northern Data Shares which have not vested yet. If a squeeze-out transaction is completed pursuant to the Squeeze-Out Right (as defined below), all Northern Data stock options will be cashed out in accordance with their terms to the extent the unweighted arithmetic mean of the price per Northern Data Share during the last five trading days prior to the announcement of the completion of any potential squeeze-out transaction exceeds the strike price for the applicable stock options. Furthermore, following the settlement of the Takeover Offer, any holders of Northern Data stock options that are exercisable in accordance with their terms at such time, or that become exercisable thereafter, will be, or upon exercisability of such stock options will become, entitled to request a cash settlement of such stock options in lieu of the delivery of Northern Data Shares, with such cash compensation being the difference between the applicable strike price and the unweighted arithmetic mean of the price per Northern Data Share during the last ten trading days prior to settlement of the Takeover Offer. The strike prices of the outstanding Northern Data stock options range between EUR 14.12 and EUR 58.54.

Moreover, Dr. Tom Schorling, the chairman of Northern Data’s supervisory board, holds 84,133 Northern Data Shares, and Bertram Pachaly, member of Northern Data’s supervisory board, holds 375 Northern Data Shares.

Due to their direct and indirect investments in Northern Data, stock options held, and the sale of the Northern Data Shares held by Aroosh Thillainathan’s investment company ART Holding GmbH, the above have a financial and economic interest separately from their position as member of the management board and supervisory board, respectively. Each Northern Data management board member and supervisory board member was aware of the relevant interests and considered them (to the extent that they existed at the time), among other matters, in evaluating and approving the Business Combination. However, with respect to the Takeover Offer, financial and economic interests derived from own shareholdings of board members are aligned with the interests of Northern Data and its shareholders and therefore do not constitute a conflict of interest. In addition, Northern Data’s management board and supervisory board examined and discussed in several board meetings the adequacy of the Takeover Offer, supported by the advice of its financial advisor, Jefferies as further described in the German Prospectus. In addition, under German law a majority shareholder may revoke appointments of supervisory board members at any time via a resolution of the general meeting.

In order to address potential conflicts of interest of Aroosh Thillainathan, the Northern Data supervisory board appointed John Hoffman as an additional management board member with specific responsibility for all decisions and measures in connection with the Takeover Offer and negotiations with Rumble. The Northern Data supervisory board continuously reviewed its own conflicts of interest in its decision-making regarding the Business Combination Agreement and had these reviewed by its advisors.

THE BUSINESS COMBINATION AGREEMENT

This section of the joint information statement/prospectus describes the material terms of the Business Combination Agreement but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, which is attached as Annex A to this joint information statement/prospectus and incorporated into this joint information statement/prospectus by reference. Rumble and Northern Data urge you to read the full text of the Business Combination Agreement because it is the legal document that governs the Business Combination.

The Business Combination

On November 10, 2025, Rumble and Northern Data entered into the Business Combination Agreement pursuant to which, subject to the terms and conditions thereof, Rumble undertook to make the Takeover Offer to all shareholders of Northern Data to exchange each issued and outstanding no-par value bearer share of Northern Data. The Takeover Offer has been approved by the Rumble Board as well as Northern Data’s management board and supervisory board.

On April 9, 2026, BidCo executed a joinder to the Business Combination Agreement pursuant to which BidCo agrees to be bound by the provisions of the Business Combination Agreement applicable to Rumble, provided that Rumble shall at all times continue to be bound by the provisions of the Business Combination Agreement.

The Business Combination Agreement contemplates the following steps will be taken, in chronological order, to consummate the Takeover Offer, and some of which have been completed as of the date of filing this joint information statement/prospectus. The parties have agreed to use their commercially reasonable efforts to cooperate with one another in order to proceed with the Takeover Offer as expeditiously as possible:

•        Rumble submitting to and obtaining from Chris Pavlovski, in his capacity as the record and beneficial owner of a majority of the combined voting power of the outstanding Rumble Class A Common Shares, Class C common stock of Rumble (the “Rumble Class C Common Shares”) and Class D common stock of Rumble (the “Rumble Class D Common Shares”), a duly executed written consent to approve and adopt the Business Combination Agreement, including the issuance of the Rumble Class A Common Shares as consideration in the Takeover Offer; the Written Consent was delivered on November 10, 2025;

•        announcing the intention to launch the Takeover Offer;

•        filing the Registration Statement with the SEC;

•        filing the draft German Prospectus prepared in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended (the “EU Prospectus Regulation”), relating to the public offer of Rumble Class A Common Shares with BaFin;

•        preparing a draft Offer Document;

•        receiving approval of the German Prospectus by BaFin, publishing the German Prospectus and the Offer Document and commencing the Takeover Offer;

•        receiving from the SEC a declaration of effectiveness of the Registration Statement;

•        Northern Data’s management board and supervisory board publishing a joint reasoned statement within two weeks from the publication of the Offer Document and Rumble filing such reasoned statement with the SEC;

•        receiving all required regulatory clearances and approvals;

•        receiving approval for listing Rumble Class A Common Shares on the Nasdaq; and

•        settling the Takeover Offer.

The Takeover Offer

Consideration Offered to Northern Data Shareholders

The Business Combination Agreement contemplates that Northern Data will become a majority-owned subsidiary of Rumble following the consummation of the Takeover Offer. As stipulated in the Business Combination Agreement, each shareholder of Northern Data will have the opportunity to tender each outstanding Northern Data Share held by such shareholder for 2.0281 Rumble Class A Common Shares in the course of the Takeover Offer, subject to the customary settlement mechanics for fractional shares. Upon completion of the Business Combination, and assuming that all outstanding Northern Data Shares are exchanged in the Takeover Offer or acquired by Rumble pursuant to the Transaction Support Agreements, it is expected that former Northern Data Shareholders will own, as a result of the tender or sale of their Northern Data Shares, approximately 33.3% of the issued and outstanding Rumble Class A Common Shares immediately following the consummation of the Business Combination, based on 261,063,132 Rumble Class A Common Shares issued and outstanding as of March 30, 2026 (including ExchangeCo Shares, but excluding shares subject to escrow restrictions)17 and assuming 130,197,281 Rumble Class A Common Shares are issued in the Takeover Offer and pursuant to the Transaction Support Agreements.18 The Offer Exchange Ratio for the Takeover Offer is fixed and will not be adjusted to reflect trading prices of Northern Data Shares prior to the settlement of the Takeover Offer.

Announcement of the Takeover Offer

Immediately after the signing of the Business Combination Agreement, Northern Data announced in an ad hoc announcement pursuant to Art. 17 of the MAR its entering into the Business Combination Agreement in connection with the Takeover Offer, and Rumble published the offer announcement, which were attached as exhibits to Rumble’s Current Reports on Form 8-K filed with the SEC on November 10, 2025. As contemplated by the Business Combination Agreement, Rumble disclosed the entire content of the Business Combination Agreement as part of the Current Report on Form 8-K filed on November 10, 2025, as amended on November 12, 2025.

Filing the Registration Statement and the Offer Document

Pursuant to the terms of the Business Combination Agreement, Rumble and Northern Data have prepared the Registration Statement, of which this joint information statement/prospectus forms a part, and filed it with the SEC to register the Rumble Class A Common Shares to be issued to the Northern Data Shareholders in connection with the Takeover Offer. Rumble agreed to use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable and to keep the Registration Statement effective through the closing of the Takeover Offer. In addition, Rumble has prepared the draft Offer Document in accordance with the provisions of the applicable German law and the terms of the Business Combination Agreement, in reasonable consultation with Northern Data and its advisors. Further, Rumble has prepared a German Prospectus that complies with the EU Prospectus Regulation and all applicable rules and regulations promulgated by BaFin (which, together with the Registration Statement, constitutes the “Disclosure Documents”), allowing BidCo to offer the Rumble Class A Common Shares to Northern Data Shareholders. The German Prospectus was approved by BaFin on April 13, 2026.

Rumble afforded Northern Data and its advisors a reasonable opportunity to review and comment on the Disclosure Documents prior to each submission to the SEC and/or BaFin, as the case may be. In addition, with respect to any comments to the Disclosure Documents from the SEC and/or BaFin including any request for amendments or

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17      Based on 192,984,373 Rumble Class A Common Shares and 68,078,759 ExchangeCo Shares issued and outstanding as of March 30, 2026, excluding shares subject to escrow restrictions under the 2022 Business Combination Agreement (which are tied to the achievement of $15.00 and $17.50 trading prices for a certain period of time or upon a change of control in excess of such trading prices, in each case, prior to September 16, 2027). For the avoidance of doubt, Rumble Class A Common Shares issued and outstanding excludes shares issuable upon the exercise of Company Options and warrants and settlement of RSUs. See “Business and Certain Information about Rumble — Security Ownership of Certain Beneficial Owners and Management of Rumble — Explanation of Shares Outstanding” beginning on page 132 of this joint information statement/prospectus for further information regarding Rumble Class A Common Shares outstanding.

18      Based on 64,196,677 Northern Data Shares outstanding as of April         , 2026 and the Offer Exchange Ratio of 2.0281 Rumble Class A Common Shares per Northern Data Share. Assumes that any Pre-Funded Warrants issued to Tether in lieu of Rumble Class A Common Shares are treated the same as Rumble Class A Common Shares. For the avoidance of doubt, Rumble Class A Common Shares issued to Tether pursuant to the initial exchange of 50% of the value of the Existing ND Loan (as defined herein) are not included.

supplement thereto, Rumble agreed to (i) notify Northern Data of such comments as promptly as reasonably practicable upon receipt; (ii) provide Northern Data with drafts of the responses to such comments at a time reasonably prior to submitting such responses; (iii) give due consideration to Northern Data’s comments; and (iv) use reasonable commercial efforts to respond as promptly as reasonably practicable to such comments.

Commencement of the Takeover Offer

Following approval of the German Prospectus by BaFin and publication of the German Prospectus, Rumble will, concurrently, file the German Prospectus with the SEC pursuant to Rule 424 under the Securities Act and will then publish the Offer Document on the offer website. The Acceptance Period will commence with the publication of the Offer Document. Rumble will deliver the German Prospectus to Northern Data’s U.S. shareholders in accordance with the Exchange Act.

Acceptance Period of the Takeover Offer

For details regarding the acceptance period of the Takeover Offer, please see the section of this document entitled “The Takeover Offer — Takeover Offer Period — Acceptance Period.”

Conditions to Completing the Takeover Offer

The following description is an overview of the conditions to completion of the Takeover Offer as agreed upon by the parties pursuant to the Business Combination Agreement.

The Business Combination Agreement provides that the closing of the Takeover Offer is subject to the satisfaction or permitted waiver of the conditions set forth in the section of this document entitled “The Takeover Offer — Conditions to the Takeover Offer.” All such conditions have to be satisfied during the period of the Takeover Offer (the “Offer Period”) except for the conditions described under “— Merger Control Approvals” and “— Investment Control Clearances” in such section (collectively, the “Clearances”), which shall be satisfied by the End Date, and the condition described under “— Access to the Law Firm Report; Findings of Law Firm Report” in such section, which shall be satisfied prior to June 30, 2026, and as a condition to the publication of the Offer Document for the Takeover Offer. To the extent permitted by applicable law, Rumble is entitled to waive any of the remaining Offer Condition, in whole or in part, except for the conditions described in such section under “— Merger Control Approvals,” “— BaFin Approval,” “— Closing of Specified Agreements,” “— Execution of the Shareholder Loan Amendment Agreement,” “— Fulfillment of Requirements Under U.S. Law,” and “— No Other Negative Events”.

Northern Data’s Support and Recommendation of the Takeover Offer

Pursuant to the Business Combination Agreement, the parties agreed to several customary provisions to support the transactions contemplated thereunder, including obtaining the Clearances and fulfilling standard closing conditions, and not to undertake corporate measures or to entertain competing offers which could hinder the success of closing the Takeover Offer. Please see the sections of this document entitled “The Business Combination Agreement — Efforts to Obtain Required Approvals,” “— Third-Party Acquisition Proposals” and “— Conduct of Business Pending the Consummation of the Business Combination” below for further information.

Northern Data’s management board and supervisory board have, based on review of the relevant information available to them on the date of the Business Combination Agreement, unanimously taken the view that the Business Combination is in the best interest of Northern Data. Pursuant to the Business Combination Agreement, within 10 weekdays from the publication of the Offer Document, Northern Data’s management board and supervisory board shall prepare a joint reasoned statement materially in line with a statement that would be given pursuant to Section 27 of the German Takeover Code (begründete Stellungnahme). Northern Data agreed to give Rumble three Banking Days to review the draft reasoned statement and give due consideration to any comments Rumble may have. In case of dispute on the content of the reasoned statement, Northern Data, acting reasonably, would have the ultimate decision right.

The reasoned statement is required to reflect that Northern Data’s management board and supervisory board, after duly reviewing and analyzing the Takeover Offer (including reviewing the Offer Document) and acting in good faith with regard to their duties, (i) regard the Offer Exchange Ratio and the offer consideration as fair, adequate and attractive; (ii) welcome and support the Takeover Offer; and (iii) recommend to the holders of the Northern Data Shares the acceptance of the Takeover Offer, subject to certain terms and conditions set forth in the Business Combination

Agreement. In addition, Northern Data’s management board and supervisory board agreed not to (a) withdraw or amend adversely to Rumble, or withdraw their intention, or otherwise breach their obligation, to provide the reasoned statement or (b) (A) act (including by making any public statement) in a manner that does not comply with the terms of the Business Combination Agreement and after its publication, would be contrary to the reasoned statement and could adversely affect the closing; (B) recommend that holders of the Northern Data Shares take or consider taking any action that could prevent, delay or otherwise adversely affect the closing; or (C) recommend (or agree or resolve to recommend) a competing offer, in each foregoing case, subject to the following conditions:

•        the Takeover Offer complies with the terms of the Business Combination Agreement;

•        no Superior Offer has been presented to Northern Data’s management board or otherwise publicly announced, unless Rumble has exercised its right to match in accordance with the Business Combination Agreement;

•        Rumble has not taken any action, including making any public statement, which clearly contradicts its intention to fulfil its obligations under the Business Combination Agreement; and

•        no other circumstances exist that, in the reasonable opinion of Northern Data’s management board and/or supervisory board, acting in good faith with due regard to their respective duties under the applicable German law, would cause the members of the management board and/or supervisory board to violate their duties by welcoming and supporting the Takeover Offer.

Until the earlier of the termination of the Business Combination Agreement and the consummation of the Takeover Offer, Northern Data agreed to support the Takeover Offer and the Business Combination in all publications and communications that relate to the Business Combination.

Efforts to Obtain Required Approvals

Rumble and Northern Data agreed to make the filings for obtaining the Clearances as promptly as reasonably practicable after the execution of the Business Combination Agreement. The filings shall be made by Rumble on behalf of all parties involved (except to the extent not permitted under applicable law), provided that Rumble shall give due consideration to any comments Northern Data may have. To obtain the Clearances, Rumble and Northern Data agreed to cooperate with each other, to the extent legally permissible, in all respects in connection with any additional submission, investigation or inquiry, supply to any competent authority as promptly as reasonably practicable any additional information requested pursuant to any applicable law, and take all other procedural actions (other than offering remedies to mitigate competition concerns by a competent authority) required in order to obtain any necessary clearance or to cause any applicable waiting periods to commence and expire.

All filing fees or other disbursements in connection with the Clearances will be borne by Rumble (excluding, for the avoidance of doubt, any fees of lawyers or other advisors of any person or party other than Rumble).

Third-Party Acquisition Proposals

Until the earlier of the termination of the Business Combination Agreement and the consummation of the Takeover Offer, Rumble will, to the extent legally possible and subject to the limitations contained in the Business Combination Agreement, refrain, and procure that its subsidiaries will refrain, from initiating any measures or steps that may adversely affect the success or the timely completion of the Takeover Offer or the agreements of the parties set forth in the Business Combination Agreement. In furtherance of the foregoing, Rumble, subject to the terms and conditions in the Business Combination Agreement, will not, and will ensure that its subsidiaries will not, directly or indirectly:

(i)     solicit a competing offer or another transaction that, if implemented, could impair, interfere with, hinder or delay the consummation of the Takeover Offer; or

(ii)    enter into any communications, discussions, negotiations, correspondence or arrangements, or make any confidential documents relating to the ND Group or their businesses available with a view to actively soliciting any competing offer or any other transaction that, if implemented, could impair, interfere with, hinder, delay or otherwise adversely affect the consummation of the Takeover Offer.

Northern Data agreed to inform Rumble as soon as legally possible under statutory law and reasonably practical if it has been approached by a third party in relation to any expression of interest in acquiring a stake in Northern Data and/or any material assets of the ND Group outside of the ordinary course of business, and to the extent legally permissible, disclose to Rumble the material terms and conditions of such competing offer. Northern Data also agreed not to enter into any agreement that may reasonably interfere with such obligations.

Notwithstanding the foregoing, Northern Data’s management board or supervisory board and members of the ND Group will not be prevented from:

(i)      engaging with a third party that submits a bona fide, unsolicited proposal that the management board of Northern Data in good faith determines, in consultation with its financial and legal advisors, constitutes a Superior Offer (as defined below), provided that (a) such proposal has not been matched by Rumble, through its subsidiary, BidCo, in accordance with the Business Combination Agreement and (b) Northern Data has concurrently made available to Rumble, subject to applicable legal restrictions and customary safeguards, any nonpublic information it has made available to such third party to the extent such information was not previously provided to Rumble;

(ii)     acting in accordance with their fiduciary duties under the applicable German law, in particular, the duties of care and loyalty under Sections 93 and 116 German Stock Corporation Act (Aktiengesetz); or

(iii)    acting in accordance with tasks and duties to the extent legally required, including the business judgment rule under Sections 76, 93 and 116 German Stock Corporation Act (Aktiengesetz).

Pursuant to the Business Combination Agreement, a “Superior Offer” is a bona fide, unsolicited proposal by a third party that Northern Data’s management board and supervisory board have determined in good faith, after consultation with their financial and legal advisors, would result in a fully financed (certain funds) competing offer which, taking into account all elements of such offer (including the offer price), provide for substantially more beneficial terms than the Takeover Offer.

Northern Data shall notify Rumble of the terms of the Superior Offer as promptly as reasonably practicable after becoming aware of such Superior Offer. Rumble, through its subsidiary, BidCo, will have the right to match such more beneficial terms within ten Banking Days following the publication of the Offer Document relating to such Superior Offer, and will then have 10 Banking Days to exercise such right. The foregoing right of Rumble applies to any subsequent amendment of the original Superior Offer or any new Superior Offer.

Conduct of Business Pending the Consummation of the Business Combination

The Business Combination Agreement requires Northern Data to conduct the business of Northern Data and the ND Group in all material respects in the ordinary course consistent with past practice and to refrain, and cause members of the ND Group to refrain, from initiating any measures or steps during the Interim Period that would adversely affect a timely closing of the Takeover Offer. Among other things, the Business Combination Agreement also restricts the ND Group’s ability, during the Interim Period, to directly or indirectly:

(i)      solicit or enter into discussions or negotiations concerning proposals relating to alternative business combination transactions (subject to certain negotiated exceptions detailed in the section of this document entitled “The Business Combination Agreement — Third-Party Acquisition Proposals”);

(ii)     increase Northern Data’s share capital or carry out any equity-linked transactions with respect to the Northern Data Shares, unless it is an increase of Northern Data’s share capital subscribed by Tether as a result of Rumble’s drawing, prior to the consummation of the Takeover Offer, of the financing commitment under the Rumble Equity Commitment Agreement (as defined below);

(iii)    pay, or propose to pay, any dividends;

(iv)     engage in financing activities in excess of €10 million per occurrence or €50 million in aggregate, provided that any such indebtedness is solely used to fund new business development opportunities (e.g., new data centers/GPUs) and that no such indebtedness shall be secured by any lien on the assets of the ND Group;

(v)     purchase, sell, acquire, transfer or encumber any assets (including investments in intangible assets, fixed assets or financial assets) with a value exceeding €20 million in aggregate (across all such transactions), provided that acquisitions funded with indebtedness pursuant to the proviso in the immediately preceding paragraph or contemplated by the call option in the Business Combination Agreement will be permitted to the extent made in accordance with the Business Combination Agreement;

(vi)    enter into any joint ventures or partnerships with any third party;

(vii)  otherwise take any actions outside the ordinary course of business with a business impact of more than €20 million; or

(viii)  agree on any of the foregoing.

The Business Combination Agreement requires Rumble to refrain, and cause members of the Rumble Group to refrain, from initiating any measures or steps during the Interim Period which would prevent or materially impair Rumble’s ability to perform its obligations under the Business Combination Agreement. In particular, among other things, the Business Combination Agreement restricts the ND Group’s ability, during the Interim Period, to directly or indirectly:

(i)      increase Rumble’s authorized share capital or issue any Rumble Class A Common Shares or equity-linked securities with respect to Rumble Class A Common Shares, except for (A) upon the exercise, conversion or vesting of any stock options or restricted stock, any warrants or any other equity awards of Rumble, (B) upon the exchange of any exchangeable shares issued by 1000045728 Ontario Inc., a subsidiary of Rumble (“ExchangeCo,” and such exchangeable shares, the “ExchangeCo Shares”), (C) upon the satisfaction of any contingency with respect to any securities that are subject to earnout, forfeiture or other similar contingencies tied to Rumble’s stock price, (D) pursuant to any equity incentive plans of Rumble (or any successor equity plans), and (E) up to 20.0% of the issued and outstanding Rumble Class A Common Shares and ExchangeCo Shares of Rumble as of the date of the Business Combination Agreement in connection with bona fide acquisitions, mergers or strategic partnership transactions;

(ii)     split, combine or subdivide any outstanding Rumble Class A Common Shares, in each case to the extent the offer price and the Rumble Class A Common Shares to be issued in the Takeover Offer are not equitably adjusted to reflect such change;

(iii)    redeem, purchase or otherwise acquire any outstanding Rumble Class A Common Shares, except in connection with cashless exercises, net exercises or net cash settlement of or withholding under any stock options or restricted stock, any warrants or any other equity awards of Rumble in accordance with their terms or the exchange of any ExchangeCo Shares in accordance with their terms;

(iv)    take any action that would reasonably be expected to prevent or materially impair Rumble’s ability to perform its obligations under the Business Combination Agreement (including the satisfaction of any of the Offer Conditions);

(v)    commence any proceeding or file any petition in any court relating to bankruptcy, reorganization, insolvency, dissolution, liquidation or relief from debtors, in any case, in respect of Rumble, make any assignment for the benefit of creditors or apply for the appointment of a custodian, receiver or trustee, in any case, in respect of Rumble; or

(vi)   agree on any of the foregoing.

Rumble and Northern Data agreed to promptly notify each other of the occurrence or non-occurrence of any event which could be reasonably likely to result in the non-compliance with either party’s obligations under the Business Combination Agreement or which would otherwise be reasonably likely to have a negative impact on the completion of the Business Combination.

Northern Data’s Performance of Obligations Under the Peak Mining Sale

Pursuant to the Business Combination Agreement, Northern Data shall comply with its obligations under a merger and equity purchase agreement, dated November 3, 2025, among Highland Group Mining Inc., Appalachian Energy LLC, 2750418 Alberta ULC, Northern Data US, Inc. and Northern Data (as may be amended, the “Peak Mining Purchase

Agreement”), in connection with Northern Data’s sale and transfer of its Bitcoin mining business (the “Peak Mining Sale”), comprising $50 million in up-front proceeds and up to $150 million in deferred consideration related to a profit share pursuant to mining operations at Corpus Christi, and shall not agree to any waiver or amendment of any terms thereof that would be materially adverse to Rumble without Rumble’s prior written consent.

The terms of the divestiture also granted Northern Data a call option right such that it could reacquire assets for approximately $5 million (plus certain related costs, expenses and taxes) including its Corpus Christi location, provided that it was able to resell the Corpus Christi location to the leading global infrastructure asset management firm which had already entered into negotiations with Northern Data for a sale of the site for HPC purposes. On January 12, 2026, Northern Data announced that its call option on the Corpus Christi site expired unexercised and no transaction will occur. Accordingly, the previously disclosed potential cash component of up to $200 million contained in the Business Combination Agreement will not be part of the consideration in the Takeover Offer.

However, the ND Group retains the right to receive up to $150 million under its mining earn-out and may receive up to 95% of net sale proceeds if the current owners sell the Corpus Christi site before the five-year earn-out ends, declining quarterly. The ND Group (and, after closing of the Takeover Offer, the combined group) would benefit from any such proceeds.

Northern Data’s Cooperation with Law Firm Investigation

Pursuant to the Business Combination Agreement, Northern Data engaged and directed an internationally recognized law firm to conduct an independent investigation into the Allegations and prepare the Law Firm Report. In accordance with the terms of the Business Combination Agreement, access to the Law Firm Report has been provided as of the date of this joint information statement/prospectus. The ND Group may avail itself of all legal rights, remedies and defenses and contest the Allegations and any ongoing or future proceedings of the EPPO and the Swedish Tax Authority concerning the Allegations (the “Proceedings”) as it determines, in its sole authority, vis-à-vis the EPPO, the Swedish Tax Authority or any other relevant contest, order or dispute with any governmental authority, subject to the terms and conditions of the Business Combination Agreement.

Pursuant to the Business Combination Agreement and subject to applicable law, Northern Data agreed to keep Rumble promptly informed of any material correspondence or communications with, and any material proceedings involving, any governmental or regulatory authority or prosecutor relating to the Proceedings (including, to the extent permitted, by providing copies of all material written notices received from any such authorities or prosecutors). Subject to applicable law, the Business Combination Agreement prohibits Northern Data from settling or compromising any proceeding relating to the Proceedings without Rumble’s prior written consent, which consent is not to be unreasonably withheld, conditioned or delayed.

Representations and Warranties

Each of Rumble and Northern Data provided customary representations and warranties in the Business Combination Agreement for a German law-governed agreement, including, without limitation, representations and warranties regarding due organization and valid existence, requisite corporate power, capital stock, stock options, no violation of organizational documents or applicable laws, accuracy of information in financial statements, the absence of legal proceedings that would have a material adverse effect on a party, and maintenance of policies and procedures related to bribery, corruption or export sanctions.

Title Insurance Policy, Survey and RWI Insurance

Pursuant to the Business Combination Agreement, Northern Data agreed to cause each of its subsidiaries to reasonably cooperate with Rumble to obtain any title insurance policy with respect to any real property owned by Northern Data (the “Real Property”) that Rumble elects to obtain, in its sole and absolute discretion, at Rumble’s cost. Rumble is entitled to, at its sole option and expense, obtain an ALTA (or equivalent) survey on each parcel of the Real Property and such other reports or documents customarily obtained by purchasers of real property. Prior to the closing of the Business Combination, Northern Data shall cause its subsidiaries to grant Rumble reasonable access to the Real Property in accordance with all applicable laws and upon reasonable advance notice for purposes of obtaining such surveys.

Additionally, during the Interim Period, the Business Combination Agreement requires Northern Data to use reasonable efforts to fully cooperate with Rumble and its representatives in connection with Rumble’s efforts to remove any “exclusions” under the purchaser-side representations and warranties insurance policy (the “RWI Policy”) issued by Euclid Transaction, LLC (the “RWI Provider”) to Rumble in connection with the Business Combination based on incomplete information provided to the RWI Provider as of the date of the RWI Policy.

Treatment of Equity Awards, Employee Shares or Stock Options

No separate agreement has been entered into governing the treatment of the equity awards and employee shares. Northern Data agreed that without Rumble’s prior written consent, it will not amend or modify the terms of any stock options or offer or accept any settlement of stock options for which the conditions for exercising such stock options are not fulfilled.

Term and Termination

Prior to the expiration of the Business Combination Agreement or the consummation of the Takeover Offer, the Business Combination Agreement may be terminated with immediate effect by:

(i)     either Rumble or Northern Data if:

(a)     the Takeover Offer lapses as a result of non-satisfaction of any of the Offer Conditions prior to the End Date (provided, however, that the terminating party is not then in breach, in any material respect, of any of its material covenants or agreements under the Business Combination Agreement relating to the relevant Offer Condition);

(b)    the Takeover Offer has not been settled by the End Date (provided, however, that the failure of the Takeover Offer to have settled by the End Date is not the result of the terminating party’s breach, in any material respect, of any of its material covenants or agreements under the Business Combination Agreement);

(c)     it becomes impossible for an Offer Condition to be ultimately fulfilled (provided, however, that the terminating party is not then in breach, in any material respect, of any of its material covenants or agreements under the Business Combination Agreement relating to the relevant Offer Condition); or

(d)    any competent governmental authority or court in the jurisdictions set forth in the Business Combination Agreement has permanently enjoined the closing of the Takeover Offer;

(ii)    by Northern Data if, inter alia:

(a)     the Takeover Offer is launched, but it materially deviates from the terms and conditions set forth in the Business Combination Agreement, in particular the Offer Conditions, and Northern Data has not approved such other terms and conditions, modifications and/or deviations in writing;

(b)    in the period between the signing of the Business Combination Agreement and the date of the publication of the Offer Document, a Material Bidder Compliance Violation occurs. Pursuant to the Business Combination Agreement, a “Material Bidder Compliance Violation” means that, between the publication of the Offer Document and the expiration of the Offer Period, any criminal offense (Straftat) or administrative offense (Ordnungswidrigkeit) (including any concrete reason of suspicion) by Rumble or any of its subsidiaries (the “Rumble Group”), a member of a corporate body of Rumble or a member of the Rumble Group, while any such person was operating in their official capacity at, or on behalf of, Rumble or a member of the Rumble Group, under any applicable administrative or criminal laws in the United States, Germany or any other jurisdiction whose laws apply to operations of Rumble or the relevant member of the Rumble Group relating to bribery offenses and corruption or to any violation of any export sanctions administered or enforced by the United Nations Security Council, or the European Union, has occurred or becomes known, either via publication by the Rumble Group or otherwise, in each case if the occurrence of such offenses constitutes or would constitute inside information for Rumble pursuant to Art. 7 MAR or comparable U.S. securities laws, or constituted such inside information prior to its publication;

(c)     Rumble violates its material obligations under the Business Combination Agreement and such violation has not been cured within thirty Banking Days after the date on which Northern Data has informed Rumble of such breach; or

(d)    Northern Data would have had the right to terminate the Business Combination Agreement if Rumble had failed to obtain the Written Consent from Mr. Pavlovski, in his capacity as the record and beneficial owner of a majority of the combined voting power of Rumble’s capital stock, within 24 hours following the execution of the Business Combination Agreement. The Written Consent was executed and delivered on November 10, 2025;

(iii)   by Rumble if:

(a)     in the period between the signing of the Business Combination Agreement and the date of the publication of the Offer Document (the “Interim Period”), an insolvency of Northern Data or a Material Compliance Violation (as defined below) (excluding certain proceedings as defined in the Business Combination Agreement) occurs;

(b)    Northern Data’s management board and/or supervisory board do not issue, or they modify (in a manner adverse to Rumble) or withdraw, the reasoned statement during the Offer Period;

(c)     Northern Data violates certain covenants during the Interim Period, including the restrictive covenant against soliciting or entering into discussions or negotiations concerning proposals relating to alternative business combination transactions, and some other covenants which are subject to a cure period of thirty Banking Days after the date on which Rumble informed Northern Data of such breach; or

(d)    a Superior Offer has been endorsed by Northern Data’s management board and supervisory board.

The right to terminate the Business Combination Agreement for good cause (aus wichtigem Grund) remains unaffected. Notice of any termination must be given in writing and be made within ten Banking Days after the terminating party has become aware of the event triggering a termination right.

Governance and Management of the Combined Business

Northern Data Management Board

Rumble intends to constructively cooperate with Northern Data’s management board and the extended management team following the closing of the Business Combination. In furtherance of the foregoing, the parties agreed that Northern Data’s management board shall continue to manage Northern Data independently and exclusively in their own responsibility pursuant to and within the framework of the applicable German law.

Northern Data Supervisory Board

Rumble and Northern Data agreed that Northern Data’s supervisory board shall continue to consist of three members. The parties expect that Rumble will be represented in Northern Data’s supervisory board in a manner appropriately reflecting its shareholding following the closing of the Business Combination.

Assignment, Amendment and Waiver

Neither Northern Data nor Rumble may assign, delegate or otherwise transfer any of their respective rights or obligations under the Business Combination Agreement without the prior written consent of the other party.

All amendments or waivers to the Business Combination Agreement must be made by written declaration executed by both Northern Data and Rumble and explicitly referring to the Business Combination Agreement.

Fees and Expenses

Northern Data and Rumble agreed to pay their respective costs, expenses and fees (including fees for obtaining legal advice) incurred in connection with the Business Combination Agreement and the transactions contemplated thereunder, whether or not such transactions are consummated.

Public Announcements

Subject to terms and conditions in the Business Combination Agreement, Northern Data and Rumble agreed to consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the Business Combination, and agreed not to issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude may be required by applicable law, court process or rules of any securities exchange. Northern Data and Rumble also agreed that all formal employee communication programs or announcements with respect to the Business Combination shall be in forms mutually agreed by the parties (such agreement not to be unreasonably withheld, conditioned or delayed), provided, however, that no further mutual agreement shall be required with respect to any such programs or announcements that are consistent with prior programs or announcements made in compliance with the Business Combination Agreement.

Governing Law

The Business Combination Agreement is governed by German law.

OTHER TRANSACTION AGREEMENTS

This section of the joint information statement/prospectus describes the material terms of the Transaction Support Agreements, the A&R Registration Rights Agreement, the Transaction Agreement Amendment, the Tether Customer Agreement, the Equity Commitment Agreements, the Tether Marketing Agreement, and the Sale and Transfer and Amendment and Restatement Agreement (each as defined below) that have been entered into in connection with the Business Combination. The following summary is qualified in its entirety by reference to the complete text of such agreements, which are attached as Annexes B, C, D, E, F, G, H, I, J and K to this joint information statement/prospectus and incorporated into this joint information statement/prospectus by reference. Rumble and Northern Data urge you to read the full text of these agreements because they are the legal documents that govern the transactions contemplated in the Business Combination Agreement or otherwise in connection with the Business Combination.

Transaction Support Agreements

Transaction Support Agreement with Tether

Concurrently with the execution and delivery of the Business Combination Agreement, Rumble and Tether entered into a transaction support agreement with Tether (the “Tether Agreement”), pursuant to which, among other things, Tether agreed to sell, and Rumble agreed to purchase, all of the Northern Data Shares owned by Tether as of immediately prior to the closing of the Takeover Offer (totaling 43,512,526 Northern Data Shares as of April 6, 2026), at the Offer Exchange Ratio for Rumble Class A Common Shares (with a pre-funded warrant structure with respect to a 9.9% voting power cap). The closing of the transactions contemplated under the Tether Agreement (the “Tether Closing”) is subject to certain closing conditions, including the satisfaction of the conditions to the Takeover Offer, and, subject to the satisfaction or waiver of such conditions, would occur immediately prior to the closing of the Takeover Offer.

Under the Tether Agreement, Rumble agreed to issue new Rumble Class A Common Shares to Tether at the Offer Exchange Ratio as the consideration for its purchase of Northern Data Shares owned by Tether (such consideration, the “Rumble Share Consideration”). To the extent that the issuance of Rumble Class A Common Shares to Tether as the consideration under the Tether Agreement would result in Tether and its affiliates owning more than 9.9% of the outstanding voting power of the capital stock of Rumble (the “Voting Limitation”), Rumble shall instead deliver to Tether a pre-funded warrant exercisable on a cashless basis into such number of Rumble Class A Common Shares (a “Pre-Funded Warrant”) so that the Rumble Class A Common Shares to be owned by Tether and its affiliates following the Tether Closing will not exceed the Voting Limitation. The Rumble Class A Common Shares issued pursuant to the Tether Agreement are subject to a six-month lock-up period following the Tether Closing, subject to certain exceptions as set forth in the Tether Agreement.

Tether and Rumble each provided customary representations and warranties under the Tether Agreement. The Tether Agreement also contains customary fundamental representations and warranties regarding Tether and customary business representations and warranties with respect to Northern Data.

Between November 10, 2025 and the earlier of the Tether Closing or the termination of the Tether Agreement, Rumble is required to, and to cause its subsidiaries to, conduct its business in the ordinary course consistent with past practice and, without Tether’s consent, Rumble shall not, and shall cause its subsidiaries not to (a) amend their governing documents in any material respect in any manner that would adversely impact Tether disproportionately as compared to other holders of Rumble Class A Common Shares; (b) issue or grant an option, warrant or right of any kind to subscribe for their equity interests or convertible or exchangeable securities, subject to certain permitted exceptions set forth in the Tether Agreement (which are the same as those contained in the Business Combination Agreement); (c) split, combine, reclassify or subdivide any outstanding Rumble Class A Common Shares, in each case, to the extent the Rumble Share Consideration provided to Tether is not equitably adjusted; (d) redeem, purchase or otherwise acquire any outstanding Rumble Class A Common Shares, subject to certain exceptions; (e) commence any proceeding relating to bankruptcy, reorganization, insolvency, dissolution, liquidation or relief from debtors; or (f) affirmatively authorize, agree or commit to do any of the foregoing (clauses (a) through (f), the “Interim Operating Covenants”).

Subject to the terms and conditions set forth in the Tether Agreement, Tether agreed to indemnify and hold harmless Rumble and other purchaser indemnitees (the “Purchaser Indemnitees”) from and against damages suffered, sustained or incurred, until the expiration of the applicable survival date, resulting from:

(i)     Tether’s breach of any fundamental representation or any covenant, agreement or obligation under the Tether Agreement;

(ii)    any action brought by any securityholder of Northern Data solely in connection with the Peak Mining Sale;

(iii)   certain indemnification obligations provided to the purchasers in the Peak Mining Sale; and

(iv)   certain liabilities relating to (a) Northern Data’s Peak Mining business; (b) certain business activities of certain entities that were outside of the scope of Northern Data’s data center or cloud services businesses (including with respect to the liquidation and winding-down of such entities); (c) any taxes incurred as a result of the Peak Mining Sale or in respect of certain entities that were outside of the scope of Northern Data’s data center or cloud services businesses.

Tether’s indemnification obligations are subject to various limitations as set forth in the Tether Agreement, including without limitation the following: (i) Tether’s indemnification obligations are capped at the value of the Rumble Share Consideration that was actually received by Tether; (ii) the Purchaser Indemnitees shall first use reasonable best efforts to seek recovery under the RWI Policy before seeking indemnification from Tether pursuant to the Tether Agreement, and no double recovery is allowed; and (iii) in the event that the Purchaser Indemnitees seek indemnification in connection with (a) Tether’s breach of any fundamental representation; (b) certain business activities of certain entities that were outside of the scope of Northern Data’s data center or cloud services businesses (including with respect to the liquidation and winding down of such entities) or (c) any taxes incurred as a result of the Peak Mining Sale or in respect of certain entities that were outside of the scope of Northern Data’s data center or cloud services businesses, the Purchaser Indemnitees shall first use commercially reasonable efforts to seek recovery under the transaction support agreement with the ART Sellers (the “ART Agreement”). To the extent any such indemnifiable damages are not actually recovered under the ART Agreement, in the event the Purchaser Indemnitees seek recovery directly from Tether for such indemnifiable damages, they must also seek recovery pursuant to the indemnification provisions in the transaction support agreement with Apeiron (the “Apeiron Agreement”). None of the foregoing limitations shall apply in the case of any deceit or willful misconduct of Tether.

For a period of eighteen months following the Tether Closing, Rumble is entitled to withhold a portion of the Rumble Share Consideration that equals the quotient (rounded down) of €25 million divided by the VWAP of Rumble Class A Common Shares over the last three consecutive trading days prior to the date of the Tether Closing, to support any potential indemnification claims under the Tether Agreement.

Subject to the terms and conditions set forth in the Tether Agreement, Rumble shall indemnify and hold harmless Tether and other seller indemnitees from and against damages suffered, sustained or incurred, until the expiration of the applicable survival date, resulting from Rumble’s breach of any fundamental representation or any covenant, agreement or obligation under the Tether Agreement or any other Transaction Document (as defined in the Tether Agreement). Rumble’s indemnification obligations are capped at the value of the Rumble Share Consideration that was actually paid, except for deceit or willful misconduct of Rumble.

Prior to the Tether Closing and for up to one year thereafter, to the extent the Secured Shares represent, in the aggregate, less than the Target Shareholding, Tether has committed to offer to purchase for cash, subject to applicable law and the terms of the Transaction Support Agreement, Northern Data Shares from Northern Data Shareholders outside of the Takeover Offer, provided that Tether is not committed (i) to purchase Northern Data Shares if the price per Northern Data Share is greater than the product of (A) the Offer Exchange Ratio; (B) the three-day VWAP of Rumble Class A Common Shares immediately preceding the purchase date; and (C) the dollar-to-euro exchange rate immediately preceding the purchase date or (ii) to spend more than approximately €196 million on such purchases after the date of this joint information statement/prospectus. See “Q: Is the Takeover Offer subject to U.S. tender offer rules?” for further information relating to the disclosure of any such purchases of Northern Data Shares that may be made by Tether pursuant to its Transaction Support Agreement.

The Tether Agreement also provides that if Rumble owns 90% or more of the outstanding Northern Data Shares (excluding treasury shares) but less than 100% of such shares, then Tether shall, at such time(s) directed by Rumble, fund cash in such aggregate amount necessary to enable Rumble to squeeze out the minority Northern Data Shareholders. In consideration for such funding, Rumble shall issue and deliver to Tether, promptly following the consummation of such squeeze-out, a number of Rumble Class A Common Shares equal to the Offer Exchange Ratio per Northern Data Share so acquired.

Transaction Support Agreement with ART Sellers

Concurrently with the execution and delivery of the Tether Agreement, Rumble entered into the ART Agreement, pursuant to which the ART Sellers agreed to sell, and Rumble agreed to purchase, all of the Northern Data Shares owned by the ART Sellers as of immediately prior to the closing of the Takeover Offer (including 744,150 Northern Data Shares owned by the ART Sellers as of the date of the Business Combination Agreement). While the ART Agreement contains substantially similar terms to the Tether Agreement, there are certain material differences between these two transaction support agreements, including without limitation those differences as described below.

Unlike the Tether Agreement, the consideration payable under the ART Agreement is the amount of new Rumble Class A Common Shares equal to the Offer Exchange Ratio without a pre-funded warrant. The ART Sellers are not subject to any obligations to purchase additional Northern Data Shares, and the ART Sellers are not required to fund the squeeze-out, in each case, as provided in the Tether Agreement.

The ART Agreement does not contain the Interim Operating Covenants.

With respect to the post-closing indemnification, the Purchaser Indemnitees in the ART Agreement are not required to first take commercially reasonable efforts to seek recovery under other transaction support agreements before seeking recovery pursuant to the indemnification provisions under the ART Agreement.

The ART Agreement also contains certain provisions that are not in the Tether Agreement. For instance, the ART Agreement contains provisions clarifying that nothing in the ART Agreement conflicts with Aroosh Thillainathan’s fiduciary duties in his capacity as a member of Northern Data’s management board. The ART Agreement also contains non-compete and non-solicit provisions requiring that the ART Sellers shall not, and shall cause their affiliates not to, compete, directly or indirectly, with the business of Northern Data or any member of the ND Group, or actively solicit service or employment of any employee of Northern Data or any member of the ND Group, in each case, during the two-year period following the closing of the transactions contemplated by the ART Agreement, subject to certain exceptions set forth therein.

Transaction Support Agreement with Apeiron

Concurrently with the execution and delivery of the Tether Agreement, Rumble entered into the Apeiron Agreement, pursuant to which Apeiron agreed to sell, and Rumble agreed to purchase, all of the Northern Data Shares owned by Apeiron as of immediately prior to the closing of the Takeover Offer (including 2,246,399 Northern Data Shares owned by Apeiron as of the date of the Business Combination Agreement). While the Apeiron Agreement contains substantially similar terms to the Tether Agreement, there are certain material differences between these two transaction support agreements, including without limitation those differences as described below.

The Apeiron Agreement contains the Interim Operating Covenants, but provides that in the event that Tether consents to any matters subject to the Interim Operating Covenants, Apeiron shall automatically be deemed to have consented to such matters.

Apeiron is not subject to any obligations to purchase additional Northern Data Shares, and it is not required to fund the squeeze-out, in each case, as provided in the Tether Agreement.

Apeiron’s indemnification obligations to Rumble are provided on a several basis with Tether and on a pro rata basis in proportion to the percentage of Northern Data Shares sold by each of them relative to the aggregate number of Northern Data Shares sold by both of them.

The Apeiron Agreement also contains a “most favored nation” provision, pursuant to which Apeiron is entitled to the same or economically equivalent terms, rights, benefits or consideration offered to any Northern Data Shareholder in the Takeover Offer or to Tether, unless such terms, rights, benefits or consideration are based on circumstances specific to Tether and are not relevant to Apeiron with respect to the transactions contemplated by the Apeiron Agreement.

Transaction Support Agreement between Tether and Northern Data

Concurrently with the execution and delivery of the Business Combination Agreement, Northern Data and Tether entered into a transaction support agreement (the “Company Transaction Support Agreement”), pursuant to which, among other things, Tether agreed to provide financial support to Northern Data by means of (i) agreeing not to exercise its right to accelerate or terminate the Existing ND Loan due to certain existing financial covenant breaches

until the earlier of (x) the closing of the Takeover Offer, (y) a public announcement by Rumble that it will not make any Takeover Offer or that the Takeover Offer will definitely not be completed, and (z) the termination of the Company Transaction Support Agreement in accordance with its terms (in each case, a “Termination Event”), (ii) granting Northern Data the right to capitalize interest payable under the Existing ND Loan as from the relevant interest period ending on December 31, 2025 until and including the interest period during which a Termination Event occurs, and (iii) agreeing that Northern Data shall not be required to utilize any proceeds from the Peak Mining Purchase Agreement to repay the Existing ND Loan.

Registration Rights Agreement

As contemplated by the Tether Agreement, Rumble and Tether will amend and restate that certain registration rights agreement, dated February 7, 2025 (such amended and restated registration rights agreement, the “A&R Registration Rights Agreement”), simultaneously with the Tether Closing. Pursuant to the A&R Registration Rights Agreement, among other things, Tether will be granted the right to register the resale of Rumble Class A Common Shares it owns or that may be issued to Tether in connection with the Business Combination, including those Rumble Class A Common Shares it receives pursuant to the Tether Agreement, the Rumble Equity Commitment Agreement (as defined below) or the Amended Northern Data Loan Agreements (as defined below).

Transaction Agreement Amendment

As contemplated by the Tether Agreement, Rumble and Tether will enter into an amendment to that certain transaction agreement, dated December 20, 2024 (the “Transaction Agreement Amendment”), simultaneously with the Tether Closing. The Transaction Agreement Amendment, among other things, will specify that the Rumble Class A Common Shares held by Tether are subject to certain of the covenants in the transaction agreement, including Tether’s agreement to vote, a standstill and restrictions on transfers of shares.

Tether Customer Agreement

As contemplated by the Tether Agreement, Rumble and Tether will enter into a customer agreement (the “Tether Customer Agreement”) simultaneously with the Tether Closing. Pursuant to the Tether Customer Agreement, subject to the terms and conditions therein, Tether will commit to purchasing certain GPU services from Rumble after the closing of the Takeover Offer in an amount of up to $75 million per year over a two-year initial term. The Tether Customer Agreement also provides for certain Rumble data to be provided to Tether for the purpose of training artificial intelligence models for the duration of the Tether Customer Agreement.

Equity Commitment Agreements

Concurrently with the execution of the Business Combination Agreement, Rumble, Tether and Northern Data entered into an equity commitment agreement (the “Northern Data Equity Commitment Agreement”), pursuant to which, subject to the terms and conditions therein, Tether agreed to provide an equity financing commitment to fund up to $200 million of certain taxes of Northern Data and its subsidiaries to the extent due and owing or otherwise required to be accrued as a liability at or prior to the closing of the Takeover Offer. Rumble and Tether also entered into an equity financing commitment agreement (the “Rumble Equity Commitment Agreement” and, together with the Northern Data Equity Commitment Agreement, the “Equity Commitment Agreements”), pursuant to which, subject to the terms and conditions therein, Tether agreed to provide an equity financing commitment to fund up to $200 million (less any amounts previously funded under the Northern Data Equity Commitment Agreement) of certain taxes of Northern Data and its subsidiaries to the extent due and owing or otherwise required to be accrued as a liability at or after the closing of the Takeover Offer for up to 18 months after the closing of the Takeover Offer. To the extent that the issuance of Rumble Class A Common Shares to Tether as the consideration under the Rumble Equity Commitment Agreement would result in Tether and its affiliates exceeding the Voting Limitation, Rumble shall instead deliver to Tether a Pre-Funded Warrant exercisable on a cashless basis into such number of Rumble Class A Common Shares so that the Rumble Class A Common Shares to be owned by Tether and its affiliates following the issuances under the Rumble Equity Commitment Agreement will not exceed the Voting Limitation. Rumble may also elect, under the terms of the Rumble Equity Commitment Agreement, to require Tether to fund any such tax liabilities in the form of an additional loan under the Tether/Rumble Loan, in lieu of issuing Rumble Class A Common Shares or a Pre-Funded Warrant.

The existence of the Equity Commitment Agreements does not, however, eliminate the economic burden of the underlying tax liabilities for remaining Northern Data Shareholders. To the extent that any amounts funded thereunder through Northern Data constitute a liability of Northern Data, such liability must be repaid before any dividends are distributed to shareholders, meaning that Northern Data Shareholders who do not tender their Northern Data Shares in the Takeover Offer will bear the economic cost of any such tax liabilities through reduced or deferred returns on their investment.

Tether Marketing Agreement

Concurrently with the execution of the Business Combination Agreement, Rumble and Tether entered into an advertising and marketing services agreement (the “Tether Marketing Agreement”), pursuant to which, subject to the terms and conditions therein, Tether agreed to purchase certain advertising and marketing services from Rumble in an amount of up to $50 million per year over an initial two-year term that began on February 15, 2026.

Sale and Transfer and Amendment and Restatement Agreement and other related Amended Northern Data Loan Agreements

Concurrently with the execution of the Business Combination Agreement, Rumble entered into the Sale and Transfer and Amendment and Restatement Agreement, under which the receivable under Northern Data’s unsecured floating rate loan (which, as of March 31, 2026, amounts to €627,024,257.75, including capitalized interest), made under a loan agreement originally dated November 2, 2023 (the “Existing ND Loan”), will be transferred upon the closing of the Takeover Offer from Tether to Rumble ND HoldCo and concurrently be amended pursuant to the Shareholder Loan Amendment Agreement in the form attached to the Sale and Transfer and Amendment and Restatement Agreement. As consideration for the transfer of the receivable under the Existing ND Loan, Rumble ND HoldCo will (i) exchange 50% of the value of the Existing ND Loan for the number of Rumble Class A Common Shares equal to such share of the Existing ND Loan divided by $7.88 (subject to adjustment for any stock split, reverse stock split or stock dividend) (as converted to euros using the exchange rate as promulgated by the European Central Bank on the last trading day prior to the applicable exchange date) and (ii) enter into a new loan agreement with Tether as lender equal in value to the remaining 50% of the Existing ND Loan (the “Tether/Rumble Loan”). The Sale and Transfer and Amendment and Restatement Agreement, together with the Existing ND Loan (as amended by the Shareholder Loan Amendment Agreement) and the Tether/Rumble Loan, are collectively referred to as the “Amended Northern Data Loan Agreements.” Northern Data’s obligation to repay the Existing ND Loan will remain unchanged, with the Existing ND Loan continuing to be outstanding between Northern Data and Rumble ND HoldCo following the closing of the Takeover Offer.

To the extent legally permissible and subject to the agreed security principles set forth in the Tether/Rumble Loan, the Tether/Rumble Loan requires that (i) any Northern Data Shares acquired by Rumble and any equity interests in any entity directly or indirectly holding shares in Northern Data from time to time be pledged to Tether within 30 days of the date of the Tether/Rumble Loan; and (ii) each member in the borrower group provide customary corporate guarantees and security over their assets to Tether within 30 days following the consummation of the Takeover Offer and if applicable, the subsequent squeeze-out in Northern Data. Other than such security interests, the Tether/Rumble Loan will be on substantially the same terms as the Existing ND Loan and will benefit from security over (i) the Northern Data Shares acquired by Rumble and (ii) the shares and assets of Northern Data’s subsidiaries located in Germany, Ireland, the Netherlands, Norway, Sweden, the United Kingdom and the United States. On the date falling one year after the closing of the Takeover Offer (the “Exchange Option Date”), Tether will have the option to exchange all (but not less than all) of the outstanding amount under the Tether/Rumble Loan as at the Exchange Option Date into the number of Rumble Class A Common Shares equal to the outstanding amount under the Tether/Rumble Loan divided by the greater of (i) the ten-day VWAP and (ii) $7.88 (subject to adjustment for any stock split, reverse stock split or stock dividend) (in each case, as converted to euros using the exchange rate as promulgated by the European Central Bank on the last trading day prior to the Exchange Option Date). To the extent that the issuance of Rumble Class A Common Shares to Tether as the consideration under the Sale and Transfer and Amendment and Restatement Agreement or upon exchange of the outstanding amount under the Tether/Rumble Loan would result in Tether and its affiliates exceeding the Voting Limitation, Rumble shall instead deliver to Tether one or more Pre-Funded Warrants exercisable on a cashless basis into such number of Rumble Class A Common Shares so that the Rumble Class A Common Shares to be owned by Tether and its affiliates following the issuances under the Sale and Transfer and Amendment and Restatement Agreement and the Tether/Rumble Loan will not exceed the Voting Limitation.

THE takeover OFFER

The following is a description of the principal terms of the Takeover Offer that Rumble intends to make to Northern Data Shareholders. We urge you to read this section, the Offer Document, and the information contained in the remainder of this document, including the exhibits, annexes, and the documents incorporated by reference herein, in their entirety prior to making any decision as to the matters described in this section.

In connection with the Takeover Offer, we intend to rely on the “Tier 1” exemption from certain U.S. tender offer requirements provided by Rule 14d-1(c) under the Exchange Act. See “Questions and Answers — Is the Takeover Offer subject to U.S. tender offer rules?”. We are not, however, relying on the cross-border exemption under Rule 802 from the registration requirements of Section 5 of the Securities Act. Instead, we are registering on this Registration Statement on Form S-4, of which this joint information statement/prospectus forms a part, the Rumble Class A Common Shares to be issued to holders of Northern Data Shares upon settlement of the Takeover Offer.

Subject Matter

The Takeover Offer relates to the acquisition of all outstanding bearer Northern Data Shares.

BidCo offers 2.0281 newly issued Rumble Class A Common Shares per Northern Data Share that is validly tendered in the Takeover Offer. The Offer Shares are denominated in U.S. dollars. The Offer Shares are expected to be issued on or around June 9, 2026.

No fractional Offer Shares will be exchanged for any Northern Data Shares tendered in the Takeover Offer. Each Northern Data Shareholder who validly tendered in the Takeover Offer and who would otherwise have been entitled to receive a fraction of an Offer Share shall, in lieu thereof, receive from its Custodian Bank cash (without interest) in an amount representing such holder’s proportionate interest in the net proceeds from the sale by Clearstream and/or its Custodian Bank for the account of all such holders of Offer Shares which would otherwise be issued (the “Excess Offer Shares”). The sale of the Excess Offer Shares by the Custodian Banks shall be executed on the Frankfurt Stock Exchange, on NASDAQ or any other trading venue, and shall be sold using the Custodian Banks’ good-faith judgment (even if over multiple trading days) and executed in round lots to the extent practicable. From the proceeds resulting from the sale of the Excess Offer Shares, any commissions, transfer taxes and other out-of-pocket transaction costs for such holders of tendered Northern Data Shares shall be deducted — if required — and the resulting net proceeds of such sale will be exchanged from U.S. dollars into Euros and then distributed to the Northern Data Shareholders who have tendered their Northern Data Shares with each such holder receiving an amount of such proceeds proportionate to the amount of fractional interests which such holder would otherwise have been entitled to receive. The net proceeds credited for any fractional Offer Shares will be determined on the average net proceeds per Offer Share. As soon as reasonably practicable after the determination of the amount of cash, if any, to be paid to Northern Data Shareholders who have tendered their Northern Data Shares in lieu of fractional interests, the Custodian Banks shall make available such amounts to such holders of tendered Northern Data Shares. Any such sale shall be made within ten business days or such shorter period as may be required by applicable law after the closing. See “The Takeover Offer — The Takeover Offer Period — Acceptance and Settlement of the Takeover Offer.”

The final number of Offer Shares issued in connection with the Takeover Offer is expected to be announced, following the Additional Acceptance Period, on or around June 4, 2026 on Rumble’s website under www.rumble-offer.com and in any other manner required by law.

Important Notice

The Takeover Offer is subject to certain conditions, which are described in more detail in the section of this document entitled “The Takeover Offer — Conditions to the Takeover Offer.” If these conditions are not fulfilled and Rumble does not effectively waive the fulfillment of one, several or all Waivable Offer Conditions (as defined below), the Takeover Offer will not be consummated. In this case, all Northern Data Shares tendered in the Takeover Offer will be transferred back to ISIN DE000A0SMU87 by the Custodian Banks of the respective Northern Data Shareholders.

If fractional Offer Shares arise as a result of the exchange ratio resulting from the offer consideration, no shareholder rights may be asserted from these, so that rounding to full rights (so-called fractional share utilization) is necessary. Fractional Offer Shares will only be compensated in cash. In this context, the Custodian

Banks will combine the fractional Offer Shares attributable to the allocated Offer Shares into whole Offer Shares after a date yet to be determined and sell them on the Frankfurt Stock Exchange, on Nasdaq or any other trading venue. The proceeds will then be paid out to those Northern Data Shareholders who have tendered their respective Northern Data Shares in accordance with the fractional Offer Shares allocated to them. Rumble, BidCo, the Central Settlement Agent, and the Custodian Banks do not guarantee that a specific price will be achieved through the fractional share utilization.

Conditions to the Takeover Offer

The Takeover Offer and the agreements concluded with Northern Data Shareholders upon their acceptance will only be executed if the following conditions (the “Offer Conditions”) are fulfilled within the relevant time periods specified below or if Rumble has effectively waived the respective Waivable Offer Conditions (as defined below) by one Banking Day (as defined below) prior to the expiration of the Offer Period (as defined below). As described in more detail below, certain of the Offer Conditions have been satisfied as of the date of this joint information statement/prospectus.

Merger Control Approvals

The Regulatory Condition requires, among other things, that all required merger control and foreign direct investment approvals be obtained on or before the End Date. As of the date of this joint information statement/prospectus, the only outstanding regulatory clearance relating to merger control or foreign direct investment is the approval by the UAE MoE described below, and the review process remains ongoing.

On or before the End Date, the merger control approval required to be obtained in connection with the consummation of the Transaction from the UAE MoE under the Federal Law 36 of 2023 on the Regulation of Competition in connection with the transactions contemplated under the Transaction Support Agreements and the Shareholder Loan Amendment Agreement (together the “Transaction”) shall have been obtained. Rumble submitted a notification to the Competition Regulation Committee of the UAE MoE on January 27, 2026, which was formally accepted on February 20, 2026.

In addition to the UAE MoE approval described above, the Regulatory Condition included the requirement that the applicable waiting period under the HSR Act expire or be terminated. The requisite Notification and Report Forms under the HSR Act were filed with the U.S. Federal Trade Commission (“FTC”) and the U.S. Department of Justice (“DOJ”) on December 19, 2025, and the parties were granted early termination of the waiting period on January 16, 2026.

Investment Control Clearances

As of the date of this joint information statement/prospectus, Rumble has received all investment control clearances or equivalent regulatory approvals in all jurisdictions. The German Federal Ministry for Economic Affairs and Energy (Bundesministerium für Wirtschaft und Energie) granted a certificate of non-objection on December 19, 2025. The Swedish Inspectorate of Strategic Products (Inspektionen för strategiska produkter) approved the transaction on February 16, 2026. The UK Investment Security Unit approved the transaction pursuant to the National Security and Investment Act 2021 on February 25, 2026.