What changed in this filing

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Item 1. Business

2025-03-25 compared with 2024-03-27 · 108 added, 95 removed, 185 unchanged (52% of the section changed)

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user base from 1.2 million monthly active users (“MAUs”) in Q2 2020 to 21 million MAUs in Q4 2020.

after this, the preferencing and censorship enforced by the incumbent social platforms continued to expand into many other areas of content,

including but not limited to the crypto-finance community and pop culture.

As a result, more creators and their audiences found a new

home on Rumble.

These have included top creators, such as Dan Bongino, Russell Brand, Kim Iversen, Dave Rubin, Kimberly Guilfoyle, Glenn

Greenwald, Matt Kohrs, and Dana White, just to name a few.

As a result, our user base has more than tripled in three years, growing from

21 million MAUs (UA) in Q4 2020 to 67 million MAUs (GA4) in Q4 2023.

after, the preferencing and censorship enforced by the incumbent platforms continued to expand into many other content areas, including

the crypto-finance community and pop culture.

As a result, more creators and their audiences found a new home on Rumble.

These have included

top creators, such as Dan Bongino, Russell Brand, Kim Iversen, Dave Rubin, Kimberly Guilfoyle, Glenn Greenwald, Matt Kohrs, and Dana

White, just to name a few.

As a result, our user base has more than tripled in four years, growing from 21 million MAUs (UA) in Q4 2020

to 68 million MAUs (GA4) in Q4 2024.

We have also started to focus on monetizing our user base, with our Average Revenue Per User (“ARPU”)

increasing from $0.28 in Q4 2023 to $0.39 in Q4 2024.

(For further discussion of our key performance indicators, including definitions

and explanations of the ways that management uses these metrics in managing the performance of the business, please refer to the section

titled “Key Business Metrics” under “Item 7.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations.”)

this period of accelerated growth, Rumble announced a business combination with CF VI, a special purpose acquisition company, on December

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share (“Class A Common Stock”) began trading on The Nasdaq Global Market (“Nasdaq”) under the symbol RUM.

Business Combination and related PIPE investment provided Rumble with gross proceeds of approximately $400 million, prior to transaction

Business Combination and related PIPE investment provided Rumble with gross proceeds of approximately $400 million, before transaction

This capital infusion has helped Rumble compete with its big tech and other incumbent competitors.

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VI shareholders elected not to redeem their shares, which we believe was a strong expression of support for Rumble’s mission, its

growth story to date and its future potential.

growth story and its future potential.

this capital in place, Rumble set out to execute on a growth strategy with the following four key tenets:

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organization to support domestic and future international growth.

Today, Rumble is a high-growth video and cloud services provider on

a mission to protect the free and open internet.

further discussion of our key performance indicators, including definitions and explanations of the ways that management uses these metrics

in managing the performance of the business, please refer to the section titled “Key Business Metrics” under “Item

Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

is comprised of two segments:

Rumble Services and Rumble Cloud.

a video sharing platform enabled by Rumble.com and its associated mobile and connected

TV applications;

In furtherance of Rumble’s

strategy, the Company recently closed a strategic investment from Tether Investments S.A.

(as successor in interest to Tether

Investments Limited) (“Tether”), the largest company in the digital assets industry and the most widely used dollar stablecoin

across the world with more than 400 million users.

Pursuant to the transaction, which closed on February 7, 2025, Tether purchased 103,333,333

shares of Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to Rumble.

The Company will use

$250 million of the proceeds, after transaction expenses, to support growth initiatives.

As part of the closing of the transaction, the

Company also completed its previously announced tender offer, pursuant to which the Company purchased 70,000,000 shares of Class A Common

Stock for $525 million, excluding fees and expenses related to the tender offer.

Rumble’s existing Board of Directors (“Board”)

and governance structure, including Chris Pavlovski’s super-majority voting control, remains unchanged following the transaction.

Rumble consists of two business units:

Rumble Services

and Rumble Cloud.

a video sharing platform enabled by Rumble.com and its associated mobile and connected TV applications;

Streaming Marketplace:

a multi-platform livestreaming and monetization service for creators

enabled by Rumble Studio;

a multi-platform livestreaming and monetization service for creators enabled by Rumble Studio;

Advertising Center:

an in-house advertising marketplace and network enabled by Rumble

Advertising Center (“RAC”);

an infrastructure as a service (IaaS) offering consisting of a portfolio of compute,

storage, security, and networking offerings.

an in-house advertising marketplace and network enabled by Rumble Advertising Center (“RAC”);

an infrastructure as a service (IaaS) offering consisting of a portfolio of compute, storage, security, and networking offerings.

Products and Differentiation

Services consists of three core businesses:

Rumble Video, Rumble Studio, and RAC.

The collective vision of Rumble Services is to provide

creators with the best monetization toolkit on the internet.

To fulfill this vision, our product roadmap is focused on the progressive

integration of these businesses and underlying products into to a single seamlessly integrated platform, which has the potential to unlock

a variety of differentiated feature sets to users, creators, advertisers, and publishers.

Rumble Video, Rumble Streaming Marketplace and RAC.

The collective vision of Rumble Services

is to provide creators with the best monetization toolkit on the internet.

To fulfill this vision, our product roadmap is focused on

the progressive integration of these businesses and underlying products into to a single seamlessly integrated platform, which has the

potential to unlock a variety of differentiated feature sets to users, creators, advertisers, and publishers.

Video is enabled primarily through our flagship product, Rumble.com, a free-to-use video sharing and livestreaming platform on which

users can watch, share, like, comment, and upload videos.

Users can subscribe to channels to stay in touch with creators and access video

on-demand (“VOD”) and live content streamed by creators.

In addition, Rumble Video also offers a premium subscription service

via Locals.com, where users can access certain free content and purchase subscriptions to support creators and access exclusive content

in creator communities.

Both Rumble.com and Locals.com are available via desktop and mobile web, iOS and Android mobile applications

(“apps”), as well as connected TV apps including Roku, Apple TV, Amazon Fire TV, LG, Samsung, and Android TV.

In aggregate,

Rumble Video provides a platform for creators to benefit from our growing advertising business and revenue share model.

Users can follow channels to stay in touch with creators and access video on-demand

(“VOD”) and live content streamed by creators.

In addition, Rumble Video also offers two types of subscription services:

1) Rumble Premium – a “no ads” experience with access to certain exclusive content, and 2) Locals.com, where users

can access certain free content and purchase subscriptions to support creators and access exclusive content in creator communities.

platforms, Rumble.com and Locals.com, are available via desktop and mobile web, iOS and Android mobile applications (“apps”),

as well as connected TV apps including Roku, Apple TV, Amazon Fire TV, LG, Samsung, and Android TV.

In aggregate, Rumble Video provides

a platform for creators to benefit from our growing advertising business and revenue share model.

Streaming Marketplace is enabled by Rumble Studio, a new, patent-pending application designed to enable a first-of-its-kind livestreaming

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sponsorships.

Furthermore, the automated technology designed to make creator sponsorship opportunities available to advertisers either

programmatically or through direct deals is planned to launch to general availability in 2024, which will be a fully differentiated offering

in the market and augment the current manual sales effort for this revenue stream.

continued scale and integration of the Rumble Video, Rumble Studio, and RAC platforms will bring a truly differentiated offering to the

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/ Display Advertising:

offered to advertisers via RAC across our network of publishers, including

offered to advertisers via RAC across our network of publishers, including Rumble.com.

Pre-Roll / Mid-Roll Advertising:

offered to advertisers via RAC across our network of publishers,

including Rumble.com, and also through custom integrations into live broadcasts.

offered to advertisers via RAC across our network of publishers, including Rumble.com, and also through

custom integrations into live broadcasts.

Sponsorships:

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Pay-Per-View and Tipping:

o Subscriptions:

Premium subscriptions from users seeking a “no ads” experience and/or premium Rumble content.

revenue generated from users that subscribe to content creators on Locals.com.

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revenue generated from badge subscriptions purchased by users on Rumble.com.

o Pay-Per-View

revenue generated from pay-per-view videos offered by creators and tips given

by users to creators during livestreams.

○ Pay-Per-View

revenue generated from pay-per-view videos offered by creators and tips given by users to creators during livestreams.

share revenue generated from advertising, subscriptions, pay-per-view and tipping with creators in a revenue-share model.

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As a result, very minimal marketing spend was deployed during that time.

In 2023, while the organic growth continued,

the Company made several investments to bring in new content creators consistent with our goals during the de-SPAC, which in turn attracted

new audiences to the platform.

Going forward, we will look to build our brand across multiple audiences, driving user growth and video

consumption through (1) selective content creator partnerships and advocacy, (2) continued strategies to earn unpaid media coverage and

recognition, and (3) increased marketing spend, primarily through digital paid media channels, particularly as advertising revenues increase.

Throughout 2023 and 2024, while the organic

growth continued, the Company made several investments to bring in new content creators consistent with our goals during the de-SPAC,

which in turn attracted new audiences to the platform.

Going forward, we will look to build our brand across multiple audiences, driving

user growth and video consumption through (1) selective content creator partnerships and advocacy, (2) continued strategies to earn unpaid

media coverage and recognition, and (3) increased marketing spend, primarily through digital paid media channels, particularly as advertising

revenues increase.

advertising platform, RAC, is designed as a self-serve platform where advertisers can sign up, build a campaign and bid on traffic leveraging

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With the Company now focused

more on growing the advertising business and driving revenue, we believe that creators are now better-positioned to earn money on Rumble,

which we believe in turn will bring more content and creators to the platform, thereby yielding more engagement and ultimately driving

more advertising revenue.

more on growing the advertising business and driving revenue, creators are now better-positioned to earn money on Rumble, which we believe

will bring more content and creators to the platform, thereby yielding more engagement and ultimately driving more advertising revenue.

operate in a challenging and rapidly evolving environment.

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Vision, Products and Differentiation

its initial beta phase, Rumble Cloud was launched in Q1 2024, and is an Infrastructure as a Service (IaaS) offering designed to service

a wide variety of businesses from startups to small and medium sized businesses (SMBs) to enterprise clients.

Cloud was launched in early 2024, and is an Infrastructure as a Service (IaaS) offering designed to service a wide variety of businesses

from startups to small and medium sized businesses (SMBs) to enterprise clients.

Cloud was built based on the following key premises:

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Relative to the unpredictable and volatile consumption-based pricing models

that can cripple a business due to rampant hidden and unexpected costs, Rumble Cloud introduced the concept of a Resource Tier pricing

model, which is designed to provide a transparent and predictable pricing model to its customers and offers unlimited usage within a

given pool of hardware resources for a fixed monthly price.

With Rumble Cloud’s Resource Tiers, customers will have the freedom

to grow and scale at a pace that works best for their needs, without surprises on their monthly bill.

that can cripple a business due to rampant hidden and unexpected costs, Rumble Cloud introduced the concept of a flexible Resource Tier

pricing model, which is designed to provide a transparent and predictable pricing model to its customers and offers unlimited usage within

a given pool of hardware resources for a fixed monthly price.

With this model, customers will enjoy the freedom to grow and scale at

a pace that works best for their needs, without surprises on their monthly bill.

drive demand for Rumble Cloud using an account executive, account management and channel partner approach.

Our direct sales team focuses

on identifying and closing business for the mid-market and enterprise sized clients within defined early adopter segments.

Channel partners

include referral, reseller and managed service partners, who are well positioned to complement our sales efforts by expanding the mid-market

and enterprise opportunities.

front end of Rumble Cloud, rumble.cloud, is designed to support a self-serve customer acquisition model.

Marketing efforts

will be focused on attracting leads and converting through the marketing funnel via traditional paid, earned and owned media strategies.

Rumble’s video business has cultivated an ecosystem of tens of millions of users and creators.

Activating this community is a core

piece of our marketing strategy for Rumble Cloud.

complement the self-serve customer acquisition component, we plan to drive demand for Rumble Cloud using a direct sales and channel partner

Channel partners will include referral, reseller and managed service partners, who are well positioned to help us expand our

mid-market, enterprise and specialty segments.

will be focused on attracting leads and converting them through the marketing funnel via traditional paid, earned and owned media strategies.

operate in a challenging environment, with a majority of the cloud services market owned by the major cloud hyperscalers, Google Cloud,

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The principal purposes of our equity incentive programs are to attract, retain,

and motivate key employees and directors through the granting of stock-based compensation awards.

and motivate key employees and directors through the granting of share-based compensation awards.

are subject to domestic and foreign laws that affect companies conducting business on the internet generally, including laws relating

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that limit the liability of online providers for user-uploaded content, including the Digital Millennium Copyright Act of 1998 (DMCA)

and Section 230.

and Section 230 (47 U.S.C.

Countries outside the U.S.

generally do not provide as robust protections for online providers and may instead regulate

such entities to a higher degree.

For example, in certain countries, online providers may be liable for hosting certain types of content

or may be required to remove such content within a short period of time upon notice.

As we expand internationally, we or our customers

may also be subject to additional laws that regulate streaming services or online platforms.

generally do not provide as robust protections for online providers

and may instead regulate such entities to a higher degree.

For example, in certain countries, online providers may be liable for hosting

certain types of content or may be required to remove such content within a short period of time upon notice.

As we expand internationally,

we or our customers may also be subject to additional laws that regulate streaming services or online platforms.

we receive, store and use a substantial amount of information received from or generated by our users, we are also impacted by laws and

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Examples of such regimes include Section 5 of the Federal

Trade Commission Act, the EU’s General Data Protection Regulation (GDPR), and the California Consumer Privacy Act (CCPA).

laws generally regulate the collection, storage, transfer and use of personal information.

Trade Commission Act (15 U.S.C.

) (FTCA), the EU’s General Data Protection Regulation (GDPR), and

the California Consumer Privacy Act (California Civil Code § 1798.100) (CCPA).

These laws generally regulate the collection, storage,

transfer and use of personal information.

our platform facilitates online payments, including subscription fees and tipping, we are subject to a variety of laws governing online

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laws that restrict trade and certain practices.

intellectual property includes trademarks, such as RUMBLE in the United States and Canada, pending international applications

to register the trademark RUMBLE , and several pending U.S.

trademark applications, including applications for LOCALS , RUMBLE

CLOUD , RUMBLE STUDIO , and RAC ;

the domain names rumble.com and locals.com ;

copyrights in

our source code, website, apps and creative assets;

intellectual property includes trademarks, such as the trademark RUMBLE (registered in the United States, Canada, and the United

Kingdom), other pending international applications to register the trademark RUMBLE , and several pending U.S.

trademark registration

applications, including applications for to federally register the trademarks RUMBLE CLOUD , RUMBLE STUDIO , RUMBLE ADVERTISING

CENTER, RUMBLE SPORTS, RUMBLE POLITICS, RUMBLE NEWS, RUMBLE ENTERTAINMENT, RUMBLE PREMIUM, RUMBLE SUBSCRIPTION, the RUMBLE logos ,

LOCALS, and the LOCALS logos;

the domain names rumble.com , rumble.cloud, studio.rumble.com, and locals.com ;

copyrights in our source code, website, apps and creative assets;

a pending patent application for technology related to Rumble Studio;

and trade secrets.

In addition, our platforms are powered by a proprietary technology platform.

In addition, our platforms are powered by a proprietary technology.

rely on, and expect to continue to rely on, a combination of work for hire, assignment, and confidentiality agreements with our employees,

consultants, and third parties with whom we have relationships, as well as trademark, trade dress, domain name, copyright, and trade

secret laws to protect our brands, proprietary technology, and other intellectual property rights.

We intend to continue to file additional

applications with respect to our intellectual property rights.

consultants, and third parties with whom we have relationships, as well as federal and state statutory and common law regarding trademark,

trade dress, domain name, copyright, and trade secrets to protect our assets, brands, proprietary technology, and other intellectual

property rights.

We intend to continue to file additional applications to register or otherwise protect our intellectual property rights.

October 2021, we bolstered our value proposition for content creators by acquiring Locals, a solution for (1) creators looking to monetize

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business