# Northern Data AG — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_95ab1a33a76d013f9a8c · retrieved 2026-08-11T16:15:10.596Z

## Overview
Northern Data AG operates high-performance computing (HPC) infrastructure and data center facilities, including operations at the Corpus Christi site for mining purposes.

Northern Data AG announced on January 12, 2026, that its option to reacquire and sell the Corpus Christi site for HPC purposes will expire without a transaction being finalized. As a result, the previously disclosed potential cash payment of up to USD 200 million to Northern Data shareholders who accept Rumble Inc.'s proposed tender offer will be zero, as that payment was contingent on completion of the Corpus Christi transaction. Northern Data retains the right to receive up to USD 150 million from an earn-out option related to existing and future profits from ongoing mining operations at the site, and could retain up to 95% of net proceeds if the site is sold to a third party through the end of the 5-year earn-out period, scaling down linearly on a quarterly basis.

## Terms
- Counterparty: Rumble Inc. · Deal value: $200.0M · Consideration: cash

## Key dates
- Announced 2026-01-06 · Expected close 2026-06-30

## Timeline
- 2026-01-06 · 425 (0001213900-26-001811): 425 - Northern Data AG — *Rumble is a Freedom-First technology platform spanning video, cloud computing, and AI infrastructure with a mission to protect a free and open internet, delivering a scalable suite of solutions for creators, developers, enterprises, and institutions.* Rumble Inc. (NASDAQ: RUM) announced on January 6, 2026, that it has confidentially submitted a draft registration statement on Form S-4 to the SEC in connection with its previously announced proposed business combination with Northern Data AG. Under the business combination agreement, Rumble will submit a voluntary public exchange offer to all shareholders of Northern Data, subject to the effectiveness of the Registration Statement and satisfaction of certain other conditions. Commencement of the acceptance period for the offer and closing are expected to occur in the second quarter of 2026. 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.
  https://www.sec.gov/Archives/edgar/data/1863502/0001213900-26-001811.txt
- 2026-01-12 · 425 (0001213900-26-003123): 425 - Northern Data AG — *Northern Data AG operates high-performance computing (HPC) infrastructure and data center facilities, including operations at the Corpus Christi site for mining purposes.* Northern Data AG announced on January 12, 2026, that its option to reacquire and sell the Corpus Christi site for HPC purposes will expire without a transaction being finalized. As a result, the previously disclosed potential cash payment of up to USD 200 million to Northern Data shareholders who accept Rumble Inc.'s proposed tender offer will be zero, as that payment was contingent on completion of the Corpus Christi transaction. Northern Data retains the right to receive up to USD 150 million from an earn-out option related to existing and future profits from ongoing mining operations at the site, and could retain up to 95% of net proceeds if the site is sold to a third party through the end of the 5-year earn-out period, scaling down linearly on a quarterly basis.
  https://www.sec.gov/Archives/edgar/data/1863502/0001213900-26-003123.txt

## Citations
- 0001213900-26-001811 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026001811
- 0001213900-26-003123 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026003123