RUM Group Inc-A 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 For the transition period from _________ to _________ Commission File Number: 001-40079 RUM GROUP INC.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☐Smaller reporting company☒Emerging growth company ☐Large accelerated filer☒Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐No☒ As of August 6, 2026, the registrant had issued and outstanding (i) 276,328,597 shares of Class A common stock, par value$0.0001 per share, (ii) 123,690,477 shares of Class C common stock, par value $0.0001 per share, and (iii) 95,791,120 shares of ClassD common stock, par value $0.0001 per share. RUM GROUP INC.Quarterly Report on Form 10-Q TABLE OF CONTENTS PagePART 1 - FINANCIAL INFORMATION1Item 1.Unaudited Condensed Consolidated Financial Statements1Unaudited Condensed Consolidated Statements of Operations3Unaudited Condensed Consolidated Balance Sheets5Unaudited Condensed Consolidated Statements of Shareholder’sEquity6Unaudited Condensed Consolidated Statements of Cash Flows9Notes to Unaudited Condensed Consolidated Financial Statements10Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations33Item 3.Quantitative and Qualitative Disclosures About Market Risk48Item 4.Control and Procedures49PART II - OTHER INFORMATION50Item 1A.Risk Factors52Item 2.Unregistered Sales of Equity Securities and Use of Proceeds55Item 6.Exhibits56SIGNATURES57 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements regarding, among otherthings, our plans, strategies and prospects, both business and financial. These statements are based on the beliefs and assumptions ofour management. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-lookingstatements are reasonable, we cannot provide assurance that we will achieve or realize these plans, intentions or expectations.Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historicalfacts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, areforward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”“plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-lookingstatements, but the absence of these words does not mean that a statement is not forward-looking. Investors should read statements thatcontain these words carefully because they discuss future expectations, contain projects of future results of operations or financialcondition; or state other “forward-looking” information. Forward-looking statements are based on information available as of the dateof this Quarterly Report and may involve significant judgments and assumptions, known and unknown risks and uncertainties andother factors, many of which are outside our control. There may be events in the future that management is not able to predictaccurately or over which we have no control. We do not undertake any obligation to update to otherwise correct any forward-lookingstatements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information,future events, i