Under the potential exchange offer, Northern Data shareholders would receive 2.319 newly issued Rumble Class A shares for each share tendered, giving them about 33.3% of the combined company if all outstanding shares are exchanged. The ratio could increase following balance-sheet adjustments, including the planned sale of Northern Data’s Peak Mining unit.

Rumble’s proposed offer assumes the Peak Mining sale will be completed before closing, with net proceeds used to repay part of a shareholder loan from Tether, which owns about 54% of Northern Data. Any remaining loan would stay outstanding under amended terms, and Rumble said it aims to avoid liability for the debt.

Tether, which invested $775 million in Rumble earlier this year, has indicated support for the potential offer and said it would swap its Northern Data stake for Rumble shares at the agreed ratio. It would also become a major Rumble customer under a multi-year GPU purchase commitment and amend the loan it has extended to Northern Data.