Submission Proof - N:\EDGAR FILES\1-PreSub\f10q0922_rumbleinc\f10q0922

Submission Proof - N:\EDGAR FILES\1-PreSub\f10q0922_rumbleinc\f10q0922_rumbleinc.gfp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 001-40079

RUMBLE INC.

(Exact name of registrant as specified in its charter)

Delaware		85-1087461
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

444 Gulf of Mexico Dr
Longboat Key, FL 34228

(Address of Principal Executive Offices, including zip code)

(941) 210-0196

(Registrant’s telephone number, including area code)

CF Acquisition Corp. VI, 110 East 59th Street, New York, NY 10022

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	RUM	The Nasdaq Global Market
Warrants to purchase one share of Class A common stock	RUMBW	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	☐ Large accelerated filer	☐ Accelerated filer
	☒ Non-accelerated filer	☒ Smaller reporting company
		☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 November 10, 2022, the registrant had issued and outstanding (i) 111,467,763 shares of Class A common stock, par value $0.0001 per share, (ii) 167,662,214 shares of Class C common stock, par value $0.0001 per share, and (iii) 105,782,403 shares of Class D common stock, par value $0.0001 per share.

RUMBLE INC.

(F/K/A CF ACQUISITION CORP. VI)

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
PART 1 - FINANCIAL INFORMATION		1

Item 1.	Unaudited Condensed Consolidated Financial Statements	1

	Condensed Consolidated Balance Sheets	4

	Unaudited Condensed Consolidated Statements of Operations	3

	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity	5

	Unaudited Condensed Consolidated Statements of Cash Flows	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53

Item 4.	Control and Procedures	53

PART II - OTHER INFORMATION		54

Item 1A.	Risk Factors	55

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	75

Item 6.	Exhibits	76

SIGNATURES		78

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements regarding, among other things, our plans, strategies and prospects, both business and financial. These statements are based on the beliefs and assumptions of our management. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements 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 historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-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-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Investors should read statements that contain these words carefully because they discuss future expectations, contain projects of future results of operations or financial condition; or state other “forward-looking” information. Forward-looking statements are based on information available as of the date of this Quarterly Report and may involve significant judgments and assumptions, known and unknown risks and uncertainties and other factors, many of which are outside our control. There may be events in the future that management is not able to predict accurately or over which we have no control. We do not undertake any obligation to update to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable laws. The risk factors and cautionary language contained in this Quarterly Report provide examples of risks, uncertainties, and events that may cause actual results to differ materially from the expectations described in such forward-looking statements, including among other things:

●

our ability to recognize the anticipated benefits of the Business Combination (as defined below), which may be affected by, among other things, our ability to grow and manage growth profitably, maintain relationships with customers, compete within our industry and retain key employees;

●

the possibility that we may be adversely impacted by economic, business, and/or competitive factors;

●

our limited operating history makes it difficult to evaluate our business and prospects;

●

our inability to effectively manage future growth and achieve operational efficiencies;

●

our recent and rapid growth may not be indicative of future performance;

●

we may not continue to grow or maintain our active user base, and may not be able to achieve or maintain profitability;

●

we collect, store, and process large amounts of user video content and personal information of our users and subscribers. If our security measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face governmental investigations and legal claims from users and subscribers;

●

we may fail to comply with applicable privacy laws;

●

we are subject to cybersecurity risks and interruptions or failures in our information technology systems and as we grow and gain recognition, we will likely need to expend additional resources to enhance our protection from such risks. Notwithstanding our efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss;

●

we may be found to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations;

●

we may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of section 230 of the Communications Decency Act;

●

we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violated any law;

●

our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control;

●

our business depends on continued and unimpeded access to our content and services on the Internet. If we or those who engage with our content experience disruptions in Internet service, or if Internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers;

●

we face significant market competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could be harmed;

●

changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue;

●

we depend on third-party vendors, including Internet service providers, advertising networks, and data centers, to provide core services;

●

hosting and delivery costs may increase unexpectedly;

●

we have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements often involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are typically based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity;

●

we may be unable to develop or maintain effective internal controls;

●

potential diversion of management’s attention and consumption of resources as a result of acquisitions of other companies and success in integrating and otherwise achieving the benefits of recent and potential acquisitions;

●

we may fail to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

●

we may be adversely impacted by other economic, business, and/or competitive factors;

●

changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new tax legislation, or exposure to additional tax liabilities may adversely impact our financial results;

●

compliance obligations imposed by new privacy laws, laws regulating social media platforms and online speech in the U.S. and Canada, or industry practices may adversely affect our business;

●

the ongoing COVID-19 pandemic has caused a global health crisis that has caused significant economic and social disruption, and its impact on our current and future business is uncertain; and

●

other risks and uncertainties indicated in this Quarterly Report, including those under “Item 1A. Risk Factors” herein, and other filings that we have made or will make with the Securities and Exchange Commission (the “SEC”).

iii

PART I - FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Rumble Inc.

Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

For the three and nine months ended September 30, 2022 and 2021

Rumble Inc.

Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

For the three and nine months ended September 30, 2022 and 2021

	Contents

Condensed Consolidated Interim Financial Statements

Condensed Consolidated Interim Statements of Comprehensive Loss	3

Condensed Consolidated Interim Balance Sheets	4

Condensed Consolidated Interim Statements of Shareholders’ Equity (Deficit)	5

Condensed Consolidated Interim Statements of Cash Flows	6

Notes to the Condensed Consolidated Interim Financial Statements	7-37

Rumble Inc.

Condensed Consolidated Interim Statements of Comprehensive Loss

(Expressed in U.S. Dollars)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021

Revenues	$	10,983,182		$	2,069,473		$	19,427,259		$	6,526,815

Cost of revenues		7,489,884			1,809,612			14,671,468			4,735,912

Gross profit	$	3,493,298		$	259,861		$	4,755,791		$	1,790,903

Operating expenses
General and administrative	$	2,545,408		$	646,537		$	5,577,028		$	1,237,264
Research and development		1,717,892			314,062			3,701,790			840,651
Sales and marketing		6,547,045			713,155			9,626,375			1,408,477
Finance costs		-			-			1,341,056			304,627
Share-based compensation		188,667			43,834			222,639			43,834
Foreign exchange loss (gain)		24,980			97,258			49,548			(109,964	)
Amortization and depreciation		257,394			17,541			625,369			45,279

Total operating expenses		11,281,386			1,832,387			21,143,805			3,770,168

Loss from operations		(7,788,088	)		(1,572,526	)		(16,388,014	)		(1,979,265	)
Interest income, net		210,548			18,428			231,999			10,165
Other income, net		-			570			-			175,570
Changes in fair value of warrant liability		5,715,500			-			5,715,500			-
Changes in fair value of option liability		-			(1,071,429	)		-			(1,071,429	)

Loss before income taxes		(1,862,040	)		(2,624,957	)		(10,440,515	)		(2,864,959	)
Income tax (expense) recovery		3,588			-			(18,811	)		-

Net and comprehensive loss	$	(1,858,452	)	$	(2,624,957	)	$	(10,459,326	)	$	(2,864,959	)

Loss per share:
Basic	$	(0.01	)	$	(0.35	)	$	(0.06	)	$	(0.38	)
Diluted	$	(0.01	)	$	(0.35	)	$	(0.06	)	$	(0.38	)

Weighted-average shares used to compute loss per share:
Basic		177,962,153			7,541,000			174,377,485			7,541,000
Diluted		177,962,153			7,541,000			174,377,485			7,541,000

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Rumble Inc.

Condensed Consolidated Interim Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited)

	September 30,			December 31,
	2022			2021

Assets

Current assets
Cash and cash equivalents	$	356,680,050		$	46,847,375
Accounts receivable, net		7,860,047			1,812,790
Prepaid expenses		3,438,253			389,849

		367,978,350			49,050,014
Capital assets		6,535,329			1,286,849
Right-of-use assets		1,500,757			1,515,841
Intangible assets		2,943,006			3,285,578
Goodwill		662,899			662,899

	$	379,620,341		$	55,801,181

Liabilities and Shareholders’ Equity

Current liabilities
Accounts payable and accrued liabilities	$	12,478,936		$	6,853,403
Deferred revenue		368,739			30,014
Lease liabilities		579,345			315,159
Income taxes payable		257,028			934

		13,684,048			7,199,510
Warrant liability		25,357,500			-
Lease liabilities, long-term		985,110			1,195,139
Other liability		500,000			250,000

		40,526,658			8,644,649

Temporary equity
Preference shares		-			16,789,203

Commitments and contingencies

Shareholders’ equity
Common shares		768,357			43,353,370
Deficit		(27,838,033	)		(17,378,707	)
Additional paid-in capital		366,163,359			4,392,666

		339,093,683			30,367,329

	$	379,620,341		$	55,801,181

On behalf of the Board:

Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Rumble Inc.

Condensed Consolidated Interim Statements of Shareholders’ Equity (Deficit)

(Expressed in U.S. Dollars)

(Unaudited)

	Number of Common Stock
	Legacy Rumble Class A		Legacy Rumble Class B		Class A		Class B		Class C		Class D		Legacy Rumble Class A		Legacy Rumble Class B		Class A		Class B		Class C		Class D		Additional Paid-in Capital		Deficit			Total

Balance December 31, 2020		7,491,000		50,000		-		-		-		-	$	582,338	$	19,355	$	-	$	-	$	-	$	-	$	3,022,547	$	(3,965,175	)	$	(340,935	)
Share based payments		-		-		-		-		-		-		-		-		-		-		-		-		43,834		-			43,834
Loss for the year		-		-		-		-		-		-		-		-		-		-		-		-		-		(2,864,959	)		(2,864,959	)
Balance September 30, 2021		7,491,000		50,000		-		-		-		-	$	582,338	$	19,355	$	-	$	-	$	-	$	-	$	3,066,381	$	(6,830,134	)	$	(3,162,060	)


Balance December 31, 2021		8,119,690		135,220		-		-		-		-	$	43,223,609	$	129,761	$	-	$	-	$	-	$	-	$	4,392,666	$	(17,378,707	)	$	30,367,329
Issuance of Legacy Rumble Class A Common Stock in exchange for Legacy Rumble preference shares

SEC Form 10-Q filed by CF Acquisition Corp. VI