SEC Form SC 13D/A filed by CF Acquisition Corp. VI (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Rumble Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
78137L105
(CUSIP Number)
Christopher Pavlovski
c/o Rumble Inc.
444 Gulf of Mexico Dr.
Longboat Key, FL 34228
Telephone Number: (941) 210-0196
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
Russell L. Leaf
Sean M. Ewen
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
September 5, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
Names of Reporting Persons
Christopher Pavlovski |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ☐ | |
| (b) ☐ | |
| 3. |
SEC Use Only
|
| 4. |
Source of Funds (See Instructions) |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ |
| 6. | Citizenship or Place of Organization Canada |
Number
of |
7. | Sole
Voting Power 140,182,173(1) |
| 8. | Shared
Voting Power 0 | |
| 9. | Sole Dispositive
Power 140,182,173(1) | |
| 10. | Shared
Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 140,182,173(1) |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
| 13. | Percent of Class Represented by Amount in Row (11) |
| 14. | Type
of Reporting Person (See Instructions) IN |
| (1) | Includes (i) 104,682,403 shares of Class A Common Stock (as defined below) of the Issuer (as defined below) issuable upon the exchange of exchangeable shares in 1000045728 Ontario Inc., a corporation formed under the laws of the Province of Ontario, Canada, and an indirect, wholly owned subsidiary of the Issuer (“ExchangeCo”, and such shares, the “ExchangeCo Shares”), of which 34,858,165 ExchangeCo Shares have been placed in escrow pursuant to the terms of the Business Combination Agreement, dated December 1, 2021 (the “Business Combination Agreement”), by and between CF Acquisition Corp. VI (n/k/a Rumble Inc.) (“CF VI”) and Rumble Inc. (n/k/a Rumble Canada Inc.) (“Rumble Canada”), and are subject to vesting conditions and forfeiture pursuant to the terms of the Business Combination Agreement; (ii) 34,399,769 shares of Class A Common Stock issuable upon the exercise of options, of which 11,335,655 shares of Class A Common Stock issuable upon the exercise of such options are subject to vesting conditions and forfeiture pursuant to the terms of the Business Combination Agreement; and (iii) a grant to the Reporting Person of restricted stock units (RSUs) covering 1,100,000 shares of Class A Common Stock pursuant to the 2022 Rumble Inc. Stock Incentive Plan, which RSUs, subject to the Reporting Person’s continuous employment through the applicable vesting dates, will vest in one-third installments on each of September 16, 2023, September 16, 2024 and September 16, 2025. Excludes (i) 104,682,403 shares of Class C Common Stock, par value $0.0001 per share, of the Issuer (the “Class C Common Stock”), which are issued in “tandem” with each ExchangeCo Share, with each such share of Class C Common Stock intended to give the holder thereof the same voting rights as one share of Class A Common Stock, but are otherwise non-economic and (ii) 105,782,403 shares of Class D Common Stock, par value $0.0001 per share, of the Issuer (the “Class D Common Stock”), with each share carrying 11.2663 votes per share, which together with any shares of Class A Common Stock and Class C Common Stock held by the Reporting Person as of the consummation of the transactions contemplated by the Business Combination Agreement, give the Reporting Person approximately 85% of the voting power of the Issuer on a fully-diluted basis. |
| (2) | Percentage based on 280,141,358 shares of Class A Common Stock issued and outstanding (inclusive of all shares of Class A Common Stock issuable upon exchange of the ExchangeCo Shares and which also includes shares of Class A Common Stock and ExchangeCo Shares placed in escrow pursuant to the terms of the Business Combination Agreement) as of August 10, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 14, 2023. For purposes of the foregoing calculation, the issued and outstanding Class A Common Stock also includes 1,100,000 shares of Class A Common Stock issuable upon vesting of the RSUs granted to the Reporting Person as described in note 1 above. |
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Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is filed in relation to the shares of the Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of Rumble Inc., a Delaware corporation (the “Issuer”) and amends the Schedule 13D filed by the Reporting Person on September 26, 2022 (the “Original 13D” and, together with this Amendment No. 1, the “Schedule 13D”). The principal executive offices of the Issuer are located at 444 Gulf of Mexico Drive, Longboat Key, Florida 34228. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.
Item 2. Identity and Background
| (a) | This Schedule 13D is being filed by Christopher Pavlovski (the “Reporting Person”). |
| (b) | The principal business address of the Reporting Person is c/o Rumble Inc., 444 Gulf of Mexico Drive, Longboat Key, Florida 34228. |
| (c) | The Reporting Person’s principal occupation or employment is Chief Executive Officer of the Issuer. The name, principal business and address of the corporation or other organization in which such employment is conducted is Rumble Canada Inc., an indirect, wholly owned subsidiary of the Issuer, 218 Adelaide Street West, Suite 400, Toronto, Ontario, M5H 1W7, Canada. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of Canada. |
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Item 4. Purpose of the Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented to include the following:
On September 5, 2023, the Issuer issued a press release stating that the Reporting Person plans to continue standing firmly behind the Issuer and its mission and will therefore not sell any of his Issuer shares when the Lock-Up Agreement expires on September 16, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
| (a) | The Reporting Person beneficially owns 140,182,173 shares of Class A Common Stock (as determined and described in note 1 above), which represent 44.6% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described in note 2 above). |
| (b) | The Reporting Person has sole power to vote and sole power to dispose of 140,182,173 shares of Class A Common Stock (which assumes 1,100,000 RSUs granted to the Reporting Person as described in note 1 above have vested). |
| (c) | No transactions in the Issuer’s capital stock were effected during the past 60 days by the Reporting Person except as set forth in Item 3 above and Item 6 below. |
| (d) | Not applicable. |
| (e) | Not applicable. |
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Item 7. Material to be Filed as Exhibits
| Exhibit 99.1* | Press Release dated September 5, 2023. | |
| * | Filed herewith |
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Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 6, 2023 |
/s/ Michael Ellis, as attorney-in-fact |
| Christopher Pavlovski |
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