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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
September 5, 2023
Rumble Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40079 |
|
85-1087461 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
444 Gulf of Mexico Dr
Longboat Key, FL 34228
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (941) 210-0196
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
RUMBW |
|
The Nasdaq Global Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 7.01. Regulation FD Disclosure.
On September 5, 2023, Rumble Inc. issued a press
release. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Rumble Inc. |
|
|
Date: September 5, 2023 |
By: |
/s/
Michael Ellis |
|
Name: |
Michael Ellis |
|
Title: |
General Counsel and Corporate Secretary |
-2-
Exhibit 99.1
Chris Pavlovski, Rumble’s Founder, CEO
and Largest Shareholder, Comments on Upcoming Lock-Up Expiration
LONGBOAT KEY, Fla., Sept. 05, 2023 (GLOBE
NEWSWIRE) -- Rumble Inc. (Nasdaq: RUM), the popular video-sharing platform, today announced that the company’s Founder and CEO
Chris Pavlovski plans to continue standing firmly behind the company and its mission and will therefore not sell any of his Rumble
shares when the lock-up agreements that were part of the company’s business combination with CF Acquisition Corp. VI expire on
September 16, 2023.
“When the lock-up is lifted, it will become
evident who truly stands for free speech and who has other motivations. I, for one, remain deeply
and passionately committed to our mission to protect a free and open internet,” commented Mr. Pavlovski. “I
did not take Rumble public just to sell my shares as soon as I can, and therefore have no plans to sell.”
As presented in Rumble’s proxy statement
related to its most recent annual shareholder meeting, as of April 21, 2023, Mr. Pavlovski was the beneficial owner of 140,182,173 shares
of Rumble’s Class A Common Stock, all of which are subject to lock-up or vesting requirements, representing 44.6% beneficial ownership
of Class A Common Stock.
About Rumble
Rumble is a high-growth neutral video platform
that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore
the Internet to its roots by making it free and open once again. For more information, visit corp.rumble.com.
Forward-Looking Statements
Certain statements in this press release and the
associated conference call constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. Statements contained in this press release that are not historical facts are forward-looking statements and include,
for example, results of operations, financial condition and cash flows (including revenues, operating expenses, and net income (loss));
our ability to meet working capital needs and cash requirements over the next 12 months; statements by our CEO regarding his intentions
with respect to his company shares; and our expectations regarding future results and certain key performance indicators. Certain of these
forward-looking statements can be identified by using words such as “anticipates,” “believes,” “intends,”
“estimates,” “targets,” “expects,” “endeavors,” “forecasts,” “could,”
“will,” “may,” “future,” “likely,” “on track to deliver,” “accelerate,”
“looks forward to,” “begins to focus on,” “plans,” “projects,” “assumes,”
“should” or other similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties,
and our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking
statements included in this release are based on our current beliefs and expectations of our management as of the date of this release.
These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could
cause actual results to differ materially from those forward- looking statements include, but are not limited to, the possibility that
we may be adversely impacted by economic, business, and/or competitive factors; our limited operating history making it difficult to evaluate
our business and prospects; our inability to effectively manage future growth and achieve operational efficiencies; our recent and rapid
growth not being indicative of future performance; our inability to grow or maintain our active user base; our inability to achieve or
maintain profitability; our failure to comply with applicable privacy laws; occurrence of a cyber incident resulting in information theft,
data corruption, operational disruption and/or financial loss; potential liability for hosting a variety of tortious or unlawful materials
uploaded by third parties; negative publicity for removing, or declining to remove, certain content, regardless of whether such content
violated any law; impediment of access to our content and services on the Internet; significant market competition that we face; changes
to our existing content and services resulting in failure to attract traffic and advertisers or to generate revenue; our dependence on
third party vendors; our inability to realize the expected benefits of financial incentives that we offer to our content creators; 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; failure to maintain adequate operational and financial resources
or raise additional capital or generate sufficient cash flows; adverse effect on our business by compliance obligations imposed by new
privacy laws, laws regulating social media platforms and online speech in the U.S. and Canada; regulations regarding paid endorsements
by content creators; and those additional risks, uncertainties and factors described in more detail under the caption “Risk Factors”
in our Annual Report on Form 10-K for the year ended December 31, 2022, Quarterly Report on Form 10-Q for the quarter ended June 30, 2023,
and in our other filings with the Securities and Exchange Commission. We do not intend, and, except as required by law, we undertake no
obligation, to update any of our forward-looking statements after the issuance of this release to reflect any future events or circumstances.
Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Rumble Social Media
Investors and others should note that we announce
material financial and operational information to our investors using our investor relations website (investors.rumble.com), press releases,
SEC filings and public conference calls and webcasts. We also intend to use certain social media accounts as a means of disclosing information
about us and our services and for complying with our disclosure obligations under Regulation FD: the @rumblevideo X (formerly Twitter)
account (twitter.com/rumblevideo), the @rumble TRUTH Social account (truthsocial.com/@rumble), the @chrispavlovski X (formerly Twitter)
account (twitter.com/chrispavlovski), and the @chris TRUTH Social account (truthsocial.com/@chris), which Chris Pavlovski, our Chairman
and Chief Executive Officer, also uses as a means for personal communications and observations. The information we post through these
social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following
our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of
disclosing the information described above may be updated from time to time as listed on our investor relations website.
For investor inquiries, please contact:
Shannon Devine
MZ Group, MZ North America
203-741-8811
investors@rumble.com
Source: Rumble Inc.
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