SCHEDULE: Tether Entities Boost RUM Group Stake to 50.3%

Tether Global Investments Fund and Tether Investments, S.A. de C.V. have increased their combined beneficial ownership of RUM Group Inc. Class A Common Stock to 50.3% following a Top-Up Exchange.

Summary

• Tether Global Investments Fund, S.I.C.A.F., S.A. (formerly Tether Holdings, S.A. de C.V.) and its subsidiary Tether Investments, S.A. de C.V. (collectively, the 'Reporting Persons') have filed an amendment to their Schedule 13D, increasing their beneficial ownership of RUM Group Inc. (f/k/a Rumble Inc.) Class A Common Stock to 50.3%.
• This increase is due to the acquisition of 8,256,155 ND Shares on September 2, 2026, triggering an obligation for RUM Group Inc. to issue Pre-Funded Warrants for 16,744,307 shares of Class A Common Stock to Tether Investments (the 'Top-Up Exchange').
• The total beneficial ownership now comprises 141,877,369 shares of Class A Common Stock and 119,607,981 Pre-Funded Warrants.
• The percentage ownership is calculated based on 276,328,597 shares outstanding, 123,690,477 shares issuable upon exchange of subsidiary shares, and 119,607,981 shares issuable upon warrant exercise, as of August 6, 2026.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, primarily due to the significant ownership stake and the strategic implications of the Top-Up Exchange, though tempered by past regulatory issues.

Positives

• Significant increase in beneficial ownership to over 50.3% of RUM Group Inc. Class A Common Stock.
• Acquisition of 8,256,155 ND Shares on September 2, 2026.
• Issuance of 16,744,307 Pre-Funded Warrants as part of the Top-Up Exchange, solidifying control.
• Combined holding of 141,877,369 shares and 119,607,981 Pre-Funded Warrants.

Negatives

• Past regulatory actions against Tether entities, including a $41 million civil monetary penalty from the CFTC in October 2021 and an $18.5 million settlement with the New York Attorney General in February 2021.
• The regulatory actions involved allegations of untrue or misleading statements regarding USDT backing and restrictions on trading activity with New York persons.

Risks

• Potential for continued scrutiny from regulatory bodies due to past settlements.
• The 'Voting Limitation' mentioned in the Support Agreement could impose restrictions on future share acquisitions or voting power.
• Dependence on the terms of the Support Agreement for future share exchanges.

Future Outlook

The filing indicates a strategic move to increase ownership in RUM Group Inc. through a Top-Up Exchange mechanism tied to a Support Agreement. The exact future implications depend on the ongoing terms of this agreement and potential future share acquisitions.

Management Comments

• Giancarlo Devasini, Sole Administrator of Tether Investments, S.A. de C.V., signed the filing, indicating his involvement in the transaction.
• Omar Rossi, Sole Administrator of Tether Global Investments Fund, S.I.C.A.F., S.A., also signed the filing.

Industry Context

StockSavvy.ai notes that this filing represents a significant consolidation of ownership in RUM Group Inc. by Tether-affiliated entities. This level of ownership (over 50%) suggests a potential shift towards greater control and strategic influence over RUM Group Inc.'s operations and future direction within the broader digital asset and financial technology sectors.

Legal Proceedings

• In October 2021, Tether paid a $41 million civil monetary penalty to the CFTC to settle allegations of untrue or misleading statements and omissions regarding USDT backing.
• In February 2021, Tether and Bitfinex companies settled a 2019 proceeding with the New York Attorney General by paying $18.5 million in penalties and agreeing to discontinue trading activity with New York persons and submit to mandatory reporting.

Related Party Transactions

• The filing details transactions between Tether Global Investments Fund, S.I.C.A.F., S.A., Tether Investments, S.A. de C.V., and RUM Group Inc. (f/k/a Rumble Inc.) under a Support Agreement, involving the exchange of ND Shares for RUM Group Inc. Class A Common Stock or Pre-Funded Warrants.

Stakeholder Impact

• Shareholders of RUM Group Inc. may see a significant shift in control with Tether entities now holding over 50% of the voting power.
• The increased ownership by Tether could influence future strategic decisions, potentially impacting the company's direction and value for all shareholders.

Next Steps

• The Top-Up Exchange obligates RUM Group Inc. to issue Pre-Funded Warrants for 16,744,307 shares of Class A Common Stock to Tether Investments.
• The Support Agreement allows for continued monthly exchanges of ND Shares for Class A Common Stock or Pre-Funded Warrants for up to one year following the Support Closing, subject to the Voting Limitation.

Key Dates

Recommendation

The filing indicates a significant increase in ownership by Tether entities, solidifying their control over RUM Group Inc. While this suggests strong conviction from the reporting persons, the past regulatory issues associated with Tether entities introduce a degree of uncertainty. The 'hold' recommendation reflects a balanced view, acknowledging the increased control and strategic alignment while remaining cautious due to the historical regulatory context and potential future implications of the Support Agreement.

Keywords

RUM Group Inc., Tether, Schedule 13D, Beneficial Ownership, Class A Common Stock, Pre-Funded Warrants, Top-Up Exchange, RUM Group Inc.