Rumble, the Freedom-First technology platform, signed a business combination agreement with Northern Data AG (ETR: NB2) (“Northern Data”), a leader in AI and high-performance-computing (HPC) infrastructure. Under the agreement, Rumble will submit a voluntary public exchange offer to all shareholders of Northern Data. This follows the announcement on August 10, 2025, that Rumble was exploring a potential transaction with Northern Data.
Once completed, the transaction will enable Rumble to scale and expand its cloud business with the addition of one of the largest estates of GPUs in Europe along with a data center business. In addition, the transaction will accelerate Rumble’s international expansion strategy, provide a significant revenue growth opportunity, and enable an acceleration of Rumble’s creator, video and advertising AI roadmap.
Freedom-First
In February this year, Rumble announced Tether’s $775 million strategic investment into the Company, and since then, the partnership has flourished with the build out of Rumble Wallet and Tether’s support for the exchange offer for Northern Data. This transaction marks a transformational step in Rumble’s vision of building a Freedom-First ecosystem, which represents a new way forward for tech rooted in freedom, privacy, independence and resilience.
As AI’s profound impact on society accelerates, it becomes clear that it is a major risk to have all data and infrastructure controlled by a small handful of big tech companies who have a checkered past with respect to privacy, abuse of data, and control. For AI to thrive, there must be scaled infrastructure rooted in freedom, privacy, independence and resilience. With this massive market opportunity, Rumble has positioned itself to become a leader AI with its Freedom-First Technology.
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“Northern Data. Tether. Rumble. This is how we build the AI ecosystem for the future, from the ground up,” said Chris Pavlovski, Chairman and Chief Executive Officer of Rumble. “Freedom-First is the new way forward for tech. Unlike Big Tech, it represents a future where technology empowers rather than controls. Built on the principles of free speech, privacy, independence, and resilience, Freedom-First seeks to ensure that people — not unaccountable digital gatekeepers — are in charge,” he continued. “The addition of GPUs and data centers to our existing video and cloud portfolio would just be the start. Our vision is to continue building out this ecosystem with the addition of new verticals, including financial services like Rumble Wallet, AI chatbots and agents, productivity suite with email and storage, and new web navigation solutions all in the name of freedom, privacy, independence and resilience.”
John Hoffman, co-CEO of Northern Data added, “The AI revolution requires a complete redesign of compute architecture, one that is underpinned not only by large scale GPU deployments and access to energy but a foundational commitment to individual control, customer enablement and scaled access to capital. Rumble’s Freedom-First initiative combined with Tether’s vision alongside Northern Data’s robust asset base creates a highly disruptive force in the AI infrastructure market.”
Strategic Benefits of Rumble’s Exchange Offer for Northern Data
Immediate Scale in the Cloud & Data Center Business
- The exchange offer marks a significant step to building 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.
- Once the exchange offer is completed, Rumble will gain one of the largest GPU fleets, with 22.4K NVIDIA GPUs, including 20.4K Nvidia H100s and 2K Nvidia H200s.1
- Rumble will also gain access to a globally distributed network of data center locations and several strategically co-located sites.
- 4 owned data center locations anchored by Northern Data’s site in Maysville, Georgia which, upon completion, is anticipated to deliver up 180MW of capacity.
Expanding International Footprint
- Northern Data has a prominent presence in Europe, with locations across Germany, Sweden, Norway, Portugal, Netherlands, and the United Kingdom, in addition to a growing footprint in the United States.
- With Northern Data owning one of the largest GPU clusters in Europe and Rumble’s strong US-brand position, the exchange offer, once completed, will open up significant opportunities for the combined group: Investing in Europe data capacities, expanding globally, and strengthening investment in America to penetrate the high-growth AI-market worldwide.
Tether Committed as a Customer at Closing
- Tether has agreed to become an important anchor customer of the combined group following closing. The details of this commitment will be announced later today.
Accelerating Creator, Video & Advertising AI Innovation
- With a scaled GPU estate and new AI competencies, Rumble will be in position to accelerate innovation to its video business.
Transaction Details
Under the terms of the business combination agreement, which has been approved by the board of directors of Rumble as well as Northern Data’s management and supervisory boards, Rumble will submit a voluntary public exchange offer to all Northern Data shareholders. Each Northern Data shareholder that tenders will receive 2.0281 newly issued Class A Rumble shares in exchange for each Northern Data share (with customary settlement mechanisms for fractional shares).The transaction would result in approximately 30.4% total pro forma ownership in Rumble for Northern Data shareholders, assuming all outstanding Northern Data shares are tendered.2
Whilst the offer is subject to closing conditions, including customary regulatory approvals, there will be no minimum acceptance rate. Tether, along with shareholders affiliated with Northern Data’s co-CEO, Aroosh Thillainathan, and another significant shareholder, collectively representing approximately 72% of the outstanding shares of Northern Data, have committed to sell their Northern Data shares to Rumble at the same exchange ratio that applies to the exchange offer. These sales will depend on closing of the exchange offer and be settled around the same time as the offer.
The offer also provides for a potential cash payment to Northern Data shareholders who accept the offer as well as the other shareholders who have agreed to sell their shares to Rumble in an aggregate amount of up to $200 million (the “Cash Consideration Amount”). The Cash Consideration Amount will be due solely in the event there is a successful sale and/or the achievement of certain commercialization milestones of Northern Data’s previously owned Corpus Christi location to a leading global infrastructure asset management firm, who is currently evaluating the location for HPC purposes under an exclusivity agreement. The Cash Consideration Amount payable, if any, will be calculated based on actual net after-tax proceeds received by Northern Data from such transaction prior to the closing of the offer. There is no assurance that any Cash Consideration Amount will be payable in the offer.
Rumble and Northern Data have agreed not to enter into a domination and/or profit and loss transfer agreement for a period of at least three years from the date hereof. The parties have agreed that the management board of Northern Data will terminate the inclusion of the Northern Data shares in the trading on the open market shortly after the closing of the exchange offer. A separate delisting offer will not be required since the Northern Data shares are not listed on a regulated market.
Commencement of the acceptance period for the offer and closing are expected to occur in the second quarter of 2026. Further information regarding the transaction terms will be included in a Current Report on Form 8-K that Rumble will file with the Securities and Exchange Commission.
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