What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-03-25 compared with 2024-03-27 · 377 added, 386 removed, 157 unchanged (83% of the section changed)

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Significant Events and Transactions

On December 1, 2021, CF Acquisition

VI, a Delaware corporation (“CFVI”), and Rumble Inc., a corporation formed under the laws of the Province of Ontario,

Canada (“Legacy Rumble”), entered into a business combination agreement (the “Business Combination”).

16, 2022, CFVI and Legacy Rumble consummated the business combination contemplated by the business combination agreement.

connection with the consummation of the Business Combination, CFVI changed its name from CF Acquisition Corp.

VI to Rumble Inc.

Legacy Rumble changed its name from Rumble Inc.

to Rumble Canada Inc.

Refer to Note 12, Qualifying Transaction, to the Company’s

annual consolidated financial statements for the year ended December 31, 2023.

On May 15, 2023, the Company

acquired 100% of the outstanding equity of Callin Corp.

(“Callin”), a podcasting and live streaming platform.

Refer to Note 3,

Acquisitions, to our consolidated financial statements included elsewhere in this Annual Report.

On October 3, 2023, the Company

acquired 100% of the outstanding equity of North River Project Inc.

(“North River”), an entity that holds intellectual property.

Refer to Note 3, Acquisitions, to our consolidated financial statements included elsewhere in this Annual Report.

On December 20, 2024, the

Company announced that it had entered into a definitive agreement for a strategic investment of $775 million from 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.

part of 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.

As part of the closing of the transaction, the Company completed a

tender offer to purchase 70,000,000 shares of its Class A Common Stock at a price of $7.50 per share (the “Tender Offer”),

for a total of $525 million, excluding fees and expenses related to the Tender Offer.

The Company will use $250 million of the proceeds,

less transaction expenses, to support growth initiatives.

Refer to Note 11, Derivative

Liability, to our consolidated financial statements included elsewhere in this Annual Report.

We generate revenues primarily

from advertising fees, other services and cloud.

Advertising fees are generated

by delivering digital video and display advertisements as well as cost-per-message-read advertisements.

Digital video and display advertisements

are placed on Rumble and third-party publisher websites or mobile applications.

Customers pay for advertisements either directly or through

relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of actions such as clicks,

or purchases taken, by our users.

Other services include:

fees earned primarily from consumer product offerings such as Locals and badges;

from Audience Monetization and Other Initiatives.

Audience Monetization includes

advertising fees on the Rumble platform;

subscription fees earned primarily from consumer product offerings such as Rumble Premium;

revenues generated from content that is licensed by third-parties;

pay-per-view;

fees from tipping and platform hosting fees.

Cloud includes consumption-based fees, subscriptions for infrastructure and

professional services.

and fees from tipping and platform hosting

Advertising fees are generated by delivering digital video and display advertisements as well as cost-per-message-read advertisements.

Digital video and display advertisements are placed on Rumble websites or mobile applications.

Customers pay for advertisements either

directly or through relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of

actions, such as clicks, or purchases taken, by our users.

Other Initiatives includes

digital advertisements that are placed on Rumble’s network of third-party publisher websites or mobile applications;

Cloud includes consumption-based fees, subscriptions for infrastructure and professional services.

Refer to Note 2, Summary

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The most significant component of our expenses on an ongoing

basis are programming and content, service provider costs, and staffing-related costs.

basis are programming and content.

We expect to continue to invest

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dollar amounts for the foreseeable future.

Cost of Services

Cost of Services (Exclusive of Amortization

and Depreciation)

Cost of services consists

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These costs primarily include:

● Programming and content costs

related to compensation to content providers, including share-based compensation, from whom video and other content are licensed.

costs are paid to these providers based on revenues generated, or in fixed amounts.

In certain circumstances, we incur additional costs

related to incentivizing top content creators to promote and join our platform;

● Other cost of services such

as third-party service provider costs, including data center and networking, and costs paid to publishers.

● Programming and content costs related to compensation to content providers, including share-based compensation,

from whom video and other content are licensed.

These costs are paid to these providers based on revenues generated, or in fixed amounts.

In certain circumstances, we incur additional costs related to incentivizing top content creators to promote and join our platform;

● Other cost of services such as third-party service provider costs, including data center and networking,

as well as payment processing fees and costs paid to publishers.

General and Administrative Expenses

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Acquisition-related transaction

costs consist of transaction expenses related to the Business Combination and other acquisitions.

costs consist of transaction expenses related to acquisitions.

Amortization and Depreciation

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Interest income consists of

interest earned on our cash, cash equivalents, and marketable securities.

We invest in highly liquid securities such as money market funds,

interest earned on our cash, cash equivalents, and marketable securities We invest in highly liquid securities such as money market funds,

treasury bills and term deposits.

Other Income (Expense)

Other income (expense) consists of miscellaneous income earned outside

of normal company revenue as well as foreign exchange gains and losses relates to gains and losses on transactions denominated in currencies

other than the U.S.

Other Expense

Other expense consists of

miscellaneous income earned outside of normal company revenue as well as foreign exchange gains and losses related to gains and losses

on transactions denominated in currencies other than the U.S.

Change in Fair Value of Warrant Liability

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in fair value recognized in the consolidated statement of operations in the applicable period of change.

Income and Deferred Tax Recovery (Expense)

Income and deferred tax recovery

(expense) consists of the estimated federal, state, and foreign income taxes incurred in the U.S.

and other jurisdictions in which we

Change in Fair Value of Derivative

The forward purchase contracts

in connection with the Tether transaction do not meet the criteria for equity classification, and must be recorded as a liability in accordance

with guidance contained in ASC 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815-40”).

Because the derivative meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”), it is

measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement (“ASC

820”), with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable period

Income Tax Benefit (Expense)

Income tax benefit (expense)

consists of the estimated federal, state, and foreign income taxes incurred in the U.S.

and other jurisdictions in which we operate.

Key Business Metrics

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Monthly Active Users (“MAUs”)

We use MAUs as a measure of

audience engagement to help us understand the volume of users engaged with our content on a monthly basis.

MAUs represent the total web,

mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base calculated from data provided

by Google, a third-party analytics provider.

Google defines “active users” as the “[n]umber of distinct users who visited

your website or application.” 1 We have used the Google

use MAUs as a measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis.

represent the total web, mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base

calculated from data provided by Google, a third-party analytics provider.

Google defines “active users” as the “[n]umber

of distinct users who visited your website or application.” 1 We have used the Google

analytics systems since we first began publicly reporting MAU statistics, and the resulting data have not been independently verified.

As of July 1, 2023, Universal

Analytics (“UA”), Google’s analytics platform on which we historically relied for calculating MAUs using company-set

parameters, was phased out by Google and ceased processing data.

At that time, Google Analytics 4 (“GA4”) succeeded UA as

Google’s next-generation analytics platform, which has been used to determine MAUs since the third quarter of 2023 and which we

expect to continue to use to determine MAUs in future periods.

Although Google has disclosed certain information regarding the transition

to GA4, 2 Google does not currently make available sufficient

information relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs.

Google has publicly stated that metrics in UA “may be more or less similar” to metrics in GA4, and that “[i]t is not

unusual for there to be apparent discrepancies” between the two systems, 3

we are unable to determine whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect,

if any, on our reported MAUs.

It is therefore possible that MAUs that we reported based on the UA methodology (“MAUs (UA)”)

for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology (“MAUs (GA4)”) in

subsequent periods.

MAUs (GA4) represent the total

web, mobile app, and connected TV users of Rumble for each month, 4

which allows us to measure our total user base calculated from data provided by Google.

Connected TV users were not counted within MAUs within MAUs (UA) for periods prior to July 1, 2023, and we believe the number of such

users was immaterial in those prior periods.

We also believe that fewer than 1 million MAUs in the current period are from connected TV,

making them similarly immaterial.

Google’s parameters for measuring “active users” appear to exclude many, but not all,

users who access content on Rumble through “embedded” videos on domains other than rumble.com, and we are unable to determine

the exact number of users who access “embedded” content within our total number of MAUs.

In addition, MAUs (GA4) may rely

on statistical sampling and may be based on estimates of data that Google is missing “due to factors such as cookie consent.” 6

of July 1, 2023, Universal Analytics (“UA”), Google’s analytics platform on which we historically relied for calculating

MAUs using company-set parameters, was phased out by Google and ceased processing data.

At that time, Google Analytics 4 (“GA4”)

succeeded UA as Google’s next-generation analytics platform, which has been used to determine MAUs since the third quarter of 2023

and which we expect to continue to use to determine MAUs in future periods.

Although Google has disclosed certain information regarding

the transition to GA4, 2 Google does not currently make available sufficient information

relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs.

Because Google

has publicly stated that metrics in UA “may be more or less similar” to metrics in GA4, and that “[i]t is not unusual

for there to be apparent discrepancies” between the two systems, 3 we are unable

to determine whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect, if any, on

our reported MAUs.

It is therefore possible that MAUs that we reported based on the UA methodology (“MAUs (UA)”) for periods

prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology (“MAUs (GA4)”) in subsequent

(GA4) represent the total web, mobile app, and connected TV users of Rumble for each month, 4 which

allows us to measure our total user base calculated from data provided by Google.

TV users were not counted within MAUs within MAUs (UA) for periods prior to July 1, 2023, and we believe the number of such users was

immaterial in those prior periods.

We also believe that fewer than 1 million MAUs in the current period are from connected TV, making

them similarly immaterial.

Google’s parameters for measuring “active users” appear to exclude many, but not all, users

who access content on Rumble through “embedded” videos on domains other than rumble.com, and we are unable to determine the

exact number of users who access “embedded” content within our total number of MAUs.

In addition, MAUs (GA4) may rely on

statistical sampling and may be based on estimates of data that Google is missing “due to factors such as cookie consent.” 6

1 Google, “[UA → GA4]

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calculate active users).

4 During the measurement period, Rumble was available on the

following connected TV systems:

4 During the measurement period, Rumble was available on

the following connected TV systems:

Roku, Android TV, Amazon Fire, LG, and Samsung TVs.

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of an “active user,” see Google, Comparing Metrics.

6 According to the GA4 dashboard, “[a]s of August 26,

2023, Analytics is estimating data that’s missing due to factors such as cookie consent.”

According to the GA4 dashboard, “[a]s of August 26, 2023, Analytics is estimating data that’s missing due to factors such as cookie consent.”

As with our earlier MAU reporting,

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track or report “unique users” as distinct from MAUs.

Our reported MAUs do not include users of Locals.

We also do not separately

report the number of users who register for accounts in any given period, which is different from MAUs.

Like many other major social

media companies, we rely on significant paid advertising in order to attract users to our platform;

however, we cannot be certain that

all or substantially all activity that results from such advertising is genuine.

Spam activity, including inauthentic and fraudulent user

activity, if undetected, may contribute to some amount of overstatement of our performance indicators, including reporting of MAUs by

We continually seek to improve our ability to estimate the total number of spam-generated users, and we eliminate material activity

that is substantially likely to be spam from the calculation of our MAUs.

We will not, however, succeed in identifying and removing all

Our reported MAUs have not historically included users of Locals, however,

starting in mid-May 2024, Locals users began using Rumble’s single sign-on technology to access their account, which we expect will

reduce the number of Locals users not included in our Rumble MAU reporting.

We also do not separately report the number of users who register

for accounts in any given period, which is different from MAUs.

Like many other major online

platforms, we rely on significant paid advertising in order to attract users to our platform;

however, we cannot be certain that all or

substantially all activity that results from such advertising is genuine.

Spam activity, including inauthentic and fraudulent user activity,

if undetected, may contribute to some amount of overstatement of our performance indicators, including reporting of MAUs by Google.

continually seek to improve our ability to estimate the total number of spam-generated users, and we eliminate material activity that

is substantially likely to be spam from the calculation of our MAUs.

We will not, however, succeed in identifying and removing all spam.

MAUs (GA4) were 68 million

on average in the fourth quarter of 2024, an increase of 1% from the third quarter of 2024.

We believe the growth from the third quarter

of 2023 is attributable to increased interest in geopolitical events, high profile seasonal sporting events and increased interest in

certain Rumble content creators.

Estimated Minutes Watched Per Month (“MWPM”)

We use estimated MWPM as a

measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis and the intensity

of users’ engagement with the platform.

Estimated MWPM represents the monthly average of minutes watched per user within a quarterly

period, which helps us measure user engagement.

Estimated MWPM is calculated by converting actual bandwidth consumption into minutes watched,

using our management’s best estimate of video resolution quality mix and various encoding parameters.

We continually seek to improve

our best estimates based on our observations of creator and user behavior on the Rumble platform, which changes based on the introduction

of new product features, including livestreaming.

We are currently limited, however, in our ability to collect data from certain aspects

of our systems.

These limits may result in errors that are difficult to quantify, especially as the proportion of livestreaming on the

Rumble platform increases over time, and as we improve the quality of various video formats by increasing bit rates.

Bandwidth consumption includes

video traffic across the entire Rumble platform (website, apps, embedded video, connected TV, RAC, etc.).

In addition, our management

believes bandwidth consumption includes a nominal amount of non-video traffic on the Rumble and Locals platforms and a potentially significant

amount of consumption of Rumble videos outside of the Rumble video player and Rumble apps, due in part to intentional user circumvention

of the Rumble platform that, despite our continuous efforts, we are unable to eliminate.

Combined, the bandwidth consumption for this

traffic may be material and difficult to quantify, resulting in an inability for us to monetize a potentially significant portion of our

estimated MWPM.

Estimated MWPM was 10.5 billion

on average in the fourth quarter of 2023, a decrease of 5% from the fourth quarter of 2022 and a decrease of 2% from the third quarter

We believe the decline from the fourth quarter of 2022 and third quarter of 2023 is due to a portion of our bandwidth consumption

moving from third-party service providers’ content delivery networks (“CDNs”) to our own proprietary CDN beginning in

the second half of the third quarter of 2023.

Based on preliminary testing, our own CDN indicates less bandwidth consumption than one

of our service providers’ CDNs for comparable user activity.

Because we calculate estimated MWPM by converting bandwidth consumption

into minutes watched, consumption measured through our own CDN yields a lower estimated MWPM than when measured through that service provider’s

Hours of Uploaded Video Per Day

We use the amount of hours of uploaded video per

day as a measure of content creation to help us understand the volume of content being created and uploaded to us on a daily basis.

of uploaded video per day were 12,520 on average in the fourth quarter of 2023, representing an increase of 21% from the fourth quarter

of 2022 and a 20% decrease from the third quarter of 2023.

We believe the growth from the fourth quarter of 2022 is due to our expanding

pool of content creators and increased user watch time as a result of livestreaming and continued improvement of user experience.

that the decrease from the third quarter of 2023 is related to YouTube’s decision in the fourth quarter of 2023, to disable the

ability of its users to utilize our tool that automatically imports videos from creators’ YouTube channels to their Rumble channels,

commonly known as the “YouTube sync” tool.

We provided additional information about this issue in a current report on Form

8-K, filed with the SEC on January 16, 2024.

We regularly review, have

adjusted in the past, and may in the future adjust our processes for calculating our key business metrics to improve their accuracy, including

through the application of new data or technologies or product changes that may allow us to identify previously undetected spam activity.

The increase in MAUs was primarily driven

by increased interest in politics during the final stretch of the U.S.

presidential election campaign, offset in part by reduced MAU

activity during the December holiday season.

Average Revenue Per User (“ARPU”)

We use ARPU as a measure of

our ability to monetize our user base.

Quarterly ARPU is calculated as quarterly Audience Monetization revenue divided by MAUs for the

relevant quarter (as reported by Google Analytics).

ARPU does not include Other Initiatives revenue.

was $0.39 in the fourth quarter of 2024, an increase of 18% from the third quarter of 2024.

The increase from the third quarter is attributable

to higher advertising revenue and subscription revenue.

regularly review, have adjusted in the past, and may in the future adjust our processes for calculating our key business metrics to improve

their accuracy, including through the application of new data or technologies or product changes that may allow us to identify previously

undetected spam activity.

As a result of such adjustments, our key business metrics may not be comparable period-over-period.

Results of Operations

The following table sets forth

our consolidated statements of operations for the years ended December 31, 2023 and 2022 and the dollar and percentage change between

the two periods:

of Operations

following table sets forth our consolidated statements of operations for the years ended December 31, 2024 and 2023 and the dollar

and percentage change between the two periods:

For the year ended December 31,

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$ 146,156,734

$ (7,684,468 )

General and administrative

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(135,547,012 )

(99,946,701 )

Interest income

Other income (expense)

Other expense

Change in fair value of warrant liability

(32,694,697 )

(35,060,592 )

Change in fair value of derivative

(184,699,998 )

Loss before income taxes

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(220,659,629 )

Income tax recovery

Deferred tax recovery

Income tax benefit

$ (338,362,779 )

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$ (221,942,317 )

*NM- Percentage change not meaningful.

Revenues increased by $41.6 million

to $81.0 million in the year ended December 31, 2023 compared to the year ended December 31, 2022, of which $28.9 million is attributable

to higher advertising revenue and $12.7 million is attributable to higher revenue from other services and cloud.

The increase in advertising

revenue was driven by an increase in consumption as well as the introduction of new advertising solutions for creators, publishers and

advertisers, including host read advertising and our online advertising management exchange (“Rumble Advertising Center” or

“RAC”), both of which we started to build and test in the second half of 2022 and continued to scale testing throughout 2023.

The increase in revenue from other services and cloud was driven mainly by subscriptions, content licensing, tipping features, and cloud

services offered.

Cost of Services

Cost of services increased

by $102.4 million to $146.2 million in the year ended December 31, 2023 compared to the year ended December 31, 2022.

The increase was

due to an increase in programming and content costs of $98.9 million, hosting expenses of $2.7 million, and other service costs of $0.8

General and Administrative Expenses

General and administrative expenses increased by $21.0 million

to $37.1 million in the year ended December 31, 2023 compared to the year ended December 31, 2022.

The increase was due to an increase

in payroll and related expenses of $9.0 million, share-based compensation of $2.5 million related to the recognition of contingent shares

issued in connection with the Callin acquisition that were accounted for as post-combination expense, as well as a $9.5 million increase

in other administrative expenses, most of which are public company-related, including accounting, legal, investor relations, insurance,

and other administrative services.

Research and Development Expenses

Research and development expenses increased by $9.4 million to

$15.7 million in the year ended December 31, 2023 compared to the year ended December 31, 2022.

The increase was due to an increase in

payroll and related expenses of $7.4 million, as well as a $2.0 million increase in costs related to computer hardware, software, and

other expenses used in research and development related activity.

Sales and Marketing Expenses

Sales and marketing expenses

increased by $7.3 million to $13.4 million in the year ended December 31, 2023 compared to the year ended December 31, 2022.

was due to a $2.6 million increase in staffing-related and consulting service costs as well as a $4.7 million increase in other marketing

and public relations activities.

Acquisition-related transaction costs

Acquisition-related transaction costs increased by $35.3 thousand to

$1.2 million in the year ended December 31, 2023 compared to the year ended December 31, 2022.

Acquisition-related transaction costs for

the year ended December 31, 2023 consisted of $1.2 million related to the Callin and North River acquisitions in 2023.

For the year ended

December 31, 2022, acquisition-related transaction costs consisted of $1.1 million, which included legal and other professional fees related

to the Business Combination.

Amortization and Depreciation

Amortization and depreciation

increased by $3.3 million to $4.8 million in the year ended December 31, 2023 compared to the year ended December 31, 2022.

was due to an increase of $2.2 million from depreciation on our property and equipment as we continue to build out our infrastructure

as well as an increase in amortization from intangible assets of $1.1 million.

Change in Fair Value of Contingent Consideration

Change in fair value of contingent

consideration increased by $1.9 million resulting in a gain of $1.9 million in the year ended December 31, 2023.

The contingent consideration

liability arose in connection with the Callin acquisition and the fair value of this contingent consideration was measured using the fair

value of the expected number of shares to be issued and Company’s share price at closing.

The gain from the change in fair value

of contingent consideration can be directly attributable to changes in the Company’s share price since the closing.

Interest Income

Interest income increased

by $10.6 million to $13.6 million in the year ended December 31, 2023 compared to the year ended December 31, 2022.

The increase was due

to carrying a higher balance of cash, cash equivalents, and marketable securities as a result of the Business Combination.

The funds were

invested in money market funds, treasury bills, and term deposits.

Other Income (Expense)

Other expense increased by

$76.4 thousand to $0.1 million in the year ended December 31, 2023 compared to the year ended December 31, 2022.

Change in Fair Value of Warrant Liability

Change in fair value of warrant

liability decreased by $18.6 million resulting in a gain of $2.4 million in the year ended December 31, 2023.

The warrant liability arose

in connection with the warrants offered as part of the Business Combination.

As these warrants meet the classification of a financial

liability in accordance with ASC 815-40, the related warrant liability is measured at its fair value, determined in accordance with ASC

820, at each reporting period.

The fair value of this warrant liability was measured using the fair value of the Company’s warrants

listed on the Nasdaq.

The decrease in the change in fair value of warrant liability is directly attributable to changes in the trading

price of Rumble’s warrants.

Income Tax Recovery

Income tax recovery decreased

by $0.2 million to $nil in the year ended December 31, 2023 compared to the year ended December 31, 2022.

Deferred Tax Recovery

Deferred tax recovery increased by $3.3 million to $3.3 million in

the year ended December 31, 2023 compared to the year ended December 31, 2022.

The increase was mainly driven by the recognition of deferred

tax liabilities of Callin and North River as of the acquisition date, which were subsequently reversed resulting in a deferred tax benefit.

Liquidity and Capital Resources

Since the completion of our

Business Combination in September 2022, we have financed operations primarily through cash generated from operating activities and the

funds raised from our Business Combination.

The primary short-term requirements for liquidity and capital are to fund general working

capital and capital expenditures.

As of December 31, 2023, our cash, cash equivalents, and marketable

securities balance was $219.5 million.

Cash, cash equivalents, and marketable securities consist of cash on deposit with banks and

amounts held in money market funds, treasury bills, and term deposits.

we have consistently stated, we intend to use a substantial portion of funds that we have raised to acquire content by providing economic

incentives to a small number of content creators, including sports leagues.

This content acquisition strategy will allow us to enter key

content verticals and secure top content creators in those verticals before we have full monetization capabilities in place.

in 2023 was to grow users and usage consumption and experiment with monetization levers, which may not maximize profitability in the immediate

term, but which we believe positions our business for the long term.

As a result, we expect this strategy will require us to consume a

significant portion of our capital raised.

As of December 31, 2023, we had entered into programming and content agreements with a minimum

contractual cash commitment of $106 million.

A significant amount of these minimum contractual cash commitments will be paid over 12 to

36 months, commencing in 2024.

In addition to the minimum contractual cash commitments, we have programming and content agreements that

have variable cost arrangements.

These future costs are dependent upon many factors and are difficult to anticipate, however, these costs

may be substantial.

The following table presents

a summary of the consolidated statement of cash flows for the years ended December 31, 2023 and 2022:

Percentage change not meaningful.

increased by $14.5 million to $95.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023, of which

$10.3 million was attributable to an increase in Audience Monetization revenues and $4.2 million was attributable to higher Other Initiatives.

The increase in Audience Monetization revenues was mainly due to higher revenue from subscriptions, tipping fees, licensing, platform

hosting and advertising.

The increase in Other Initiative revenue was mostly due to more advertising inventory being monetized by our

publisher network and an increase in cloud services offered.

of services decreased by $7.7 million to $138.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease was primarily due to a reduction in programming and content costs of $9.5 million, offset by an increase of $1.8 million

in other cost of services including payment processing fees and costs paid to publishers.

and Administrative Expenses

and administrative expenses decreased by $0.5 million to $36.6 million in the year ended December 31, 2024 compared to the year ended

December 31, 2023.

The decrease was mainly driven by a reduction in administrative expenses of $2.8 million and share-based compensation

of $1.1 million, offset by an increase in payroll and related expenses of $3.4 million.

The decrease of $2.8 million in administrative

expenses was primarily due to lower expenses related to public company-related costs, legal, insurance, and other administrative services.

The decrease in share-based compensation was related to the recognition of contingent shares issued in connection with the Callin acquisition

that was accounted for as a post-combination expense as well as the expense of previously and newly granted restricted stock units and

stock options for certain employees and executives.

and Development Expenses

and development expenses increased by $3.2 million to $18.9 million in the year ended December 31, 2024 compared to the year ended December

The increase was due to an increase of $2.7 million in payroll and related expenses, and an increase of $0.5 million in other

and Marketing Expenses

and marketing expenses increased by $3.9 million to $17.3 million in the year ended December 31, 2024 compared to the year ended December

The increase was due to an increase of $2.7 million in payroll and related expenses, $0.4 million in consulting services, and

$0.8 million in other marketing and public relations activities.

Acquisition-Related

Transaction Costs

Acquisition-related

transaction costs decreased by $1.2 million to $nil in the year ended December 31, 2024 compared to the year ended December 31, 2023.

Acquisition-related transaction costs for the year ended December 31, 2023 consisted of transaction costs incurred related to acquisitions

completed in 2023.

and Depreciation

and depreciation increased by $8.8 million to $13.6 million in the year ended December 31, 2024 compared to the year ended December 31,

The increase was due to an increase of $2.0 million from depreciation on our property and equipment as we continue to build out

our infrastructure, as well as an increase in amortization from intangible assets of $6.8 million.

in Fair Value of Contingent Consideration

in fair value of contingent consideration increased by $3.3 million to $1.4 million in the year ended December 31, 2024 compared to the

year ended December 31, 2023.

The contingent consideration liability arose in connection with the Callin acquisition and the fair value

of this contingent consideration was measured using the fair value of the expected number of shares to be issued and the Company’s

share price at closing.

The change in fair value of contingent consideration was directly attributable to changes in the Company’s

share price since the closing and the probability of contingencies being met.

income decreased by $5.5 million to $8.1 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.

decrease was due to our reduced investment in money market funds, treasury bills, and term deposits.

Other expense increased by an immaterial amount in the year ended December

31, 2024 compared to the year ended December 31, 2023.

The increase was primarily due to lower foreign currency rate fluctuation as we

maintained the majority of our cash balance in U.S.

dollars, which is our functional currency, as of December 31, 2024.

in Fair Value of Warrant Liability

in fair value of warrant liability decreased by $35.1 million resulting in a loss of $32.7 million in the year ended December 31, 2024.

The warrant liability arose in connection with the warrants offered as part of the Business Combination.

As these warrants meet the classification

of a financial liability in accordance with ASC 815-40, the related warrant liability is measured at its fair value, determined in accordance

with ASC 820, at each reporting period.

The fair value of this warrant liability was measured using the fair value of the Company’s

warrants listed on the Nasdaq.

The decrease in the change in fair value of warrant liability was directly attributable to changes in

the trading price of Rumble’s warrants.

in Fair Value of Derivative

Change in fair value of derivative

decreased by $184.7 million resulting in a loss of $184.7 million in the year ended December 31, 2024.

The derivative arose in connection

with the forward purchase contracts related to the Tether transaction.

As the forward purchase contracts meet the classification of a

financial liability in accordance with ASC 815-40, the related derivative is measured at its fair value, determined in accordance with

ASC 820, at each reporting period.

The fair value of this forward purchase contracts were measured using a Monte Carlo simulation methodology

that includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model.

The decrease relates to the

revaluation of the forward purchase contracts in connection with the Tether transaction.

tax benefit decreased by $1.3 million to $2.0 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.

and Capital Resources

principal sources of liquidity are cash generated from operating activities and funds previously raised.

The primary short-term requirements

for liquidity and capital are to fund general working capital and capital expenditures.

of December 31, 2024, our cash and cash equivalents balance was $114.0 million.

Cash and cash equivalents consist of cash on deposit

with banks and amounts held in money market funds, treasury bills, and term deposits.

we have consistently stated, we are using a substantial portion of funds to acquire content by providing economic incentives to a small

number of content creators, including sports leagues.

As of December 31, 2024, we had entered into programming and content agreements

with a minimum contractual cash commitment of $30 million.

A significant amount of these minimum contractual cash commitments will be

paid over 12 to 24 months, commencing in 2025.

following table presents a summary of the consolidated statement of cash flows for the years ended December 31, 2024 and 2023:

Year ended December 31,

Net cash provided by (used in):

2 unchanged sentences

$ (92,911,313 )

$ (60,625,356 )

Investing activities

1 unchanged sentence

(23,771,314 )

(13,632,147 )

Financing activities

(334,940,487 )

Operating Activities

Net cash used in operating

activities for the year ended December 31, 2024 primarily consisted of net loss adjusted for certain non-cash items, including a $218.7

million gain on the change in fair value of warrants and contingent consideration, offset by a $16.3 million change in share-based compensation,

$5.6 million change in amortization and depreciation as well as changes in operating assets and liabilities.

The increase in net cash

used in operating activities during the year ended December 31, 2023 compared to the year ended December 31, 2022 was mostly due to an

increase in expenses partially offset by changes in revenue and operating assets and liabilities.

Investing Activities

Net cash used in investing activities for the year ended December 31,

2023 consisted of $24.8 million in purchases of property, equipment, and intangible assets, offset by $1.0 million in cash acquired in

connection with the Callin acquisition.

The increase in net cash used in investing activities during the year ended December 31, 2023

compared to the year ended December 31, 2022, was mostly due to an increase in purchases of property, equipment, and intangible assets,

which includes assets acquired from North River of $7.2 million, offset by cash acquired in connection with the Callin acquisition.

Financing Activities

Net cash used in financing activities for the year ended December 31,

2023 mainly consisted of $2.1 million in taxes paid from net share settlement of share-based compensation.

The increase in net cash used

in financing activities was mainly due to the taxes paid from the net share settlement of share-based compensation in the year ended December

31, 2023 compared to the receipt of cash proceeds, net of transactions costs, from the Business Combination in the year ended December

Summary of Quarterly Results

Information for the most recent quarters presented are as follows:

million loss on the change in fair value of warrants, contingent consideration and derivative, $21.5 million change in share-based compensation,

$13.6 million change in amortization and depreciation, $1.0 million changes in non-cash lease expenses, as well as changes in operating

assets and liabilities.

The decrease in net cash used in operating activities during the year ended December 31, 2024 compared to the

year ended December 31, 2023 was mostly due to changes in net loss adjusted for certain non-cash items, offset by changes in operating

assets and liabilities.

Net cash used in investing

activities for the year ended December 31, 2024 consisted of $7.2 million in purchases of property, equipment, and intangible assets,

$9.6 million in cash paid in connection with the acquisitions of Callin and North River, and $1.1 million in the sale of marketable securities.

The decrease in net cash used in investing activities during the year ended December 31, 2024 compared to the year ended December 31,

2023 was mainly driven by decreases in purchases of property and equipment and marketable securities, which were partially offset by

a rise in spending on intangible assets.

Additionally, the reduction in net cash used was due to cash payments made to non-accredited

investors related to the Callin acquisition during the year ended December 31, 2024 as well as cash acquired in connection with the Callin

acquisition during the year ended December 31, 2023.

cash used in financing activities for the year ended December 31, 2024 consisted of $2.0 million in taxes paid from the net share settlement

of share-based compensation and $0.4 million in share issuance costs, offset by $0.7 million from proceeds related to stock options exercised.

The decrease in net cash used in financing activities was due to a decrease in taxes paid from the net share settlement of share-based

compensation as well as an increase in proceeds from stock options exercised in the year ended December 31, 2024 compared to net cash

used in the year ended December 31, 2023.

The reduction in net cash used was offset by an increase in share issuance costs.

of Quarterly Results

for the most recent quarters presented are as follows:

Total revenue

7 unchanged sentences

$ (29,454,080 )

Critical Accounting Policies and Estimates

We prepare our consolidated

financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts

of assets, liabilities, revenue, costs and expenses and related disclosures.

We evaluate our estimates on a continuous basis.

our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

results could differ significantly from the estimates made by our management.

To the extent that there are differences between our estimates

and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

We believe the following key

accounting policies require significant judgments and estimates used in the preparation of our consolidated financial statements.

accounting policies and estimates are those that we consider the most important to the portrayal of our financial condition and results

of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates

about the effects of matters that are inherently uncertain.

We believe the following key accounting policies require significant judgments

and estimates used in the preparation of our consolidated financial.

Accordingly, we believe that these are the most critical to aid in

fully understanding and evaluating our financial condition and results of operations.

For further information on

the summary of significant accounting policies and the effect on our consolidated financial statements, see Note 2, Summary of Significant

Accounting Policies, to the consolidated financial statements.

Acquisitions (Business Combination vs Asset

The Company evaluates whether

acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine

whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar

identifiable assets.

$ (28,668,113 )

Financial Measures

supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial

measures, as described below, to understand and evaluate our core operating performance.

These non-GAAP financial measures, which may

be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding

of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented

in accordance with GAAP.

We use the non-GAAP financial measure of:

Adjusted EBITDA, which is defined as net income (loss) excluding interest

income (expense), net, other income (expense), net;

provision for income taxes, depreciation and amortization, share-based compensation

expense, acquisition-related expense, change in fair value of warrants, change in fair value of contingent consideration, and change

in the fair value of derivative.

The Company’s management believes that it is important to consider Adjusted EBITDA, in addition

to net income (loss), as it helps identify trends in our business that could otherwise be masked by the effect of the gains and losses

that are included in net income (loss) but excluded from Adjusted EBITDA.

EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest GAAP equivalent.

of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss)

and our other financial results presented in accordance with GAAP.

The following table presents a reconciliation of net income (loss),

the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA:

Reconciliation

of Adjusted EBITDA

For the year ended

$ (338,362,779 )

$ (116,420,462 )

Amortization and depreciation

Share-based compensation expense

Interest income

(13,594,463 )

Other expense

Income tax benefit

Change in fair value of warrants liability

Change in fair value of contingent consideration

Change in fair value of derivative

Acquisition-related transaction costs

Adjusted EBITDA

$ (92,069,864 )

$ (115,332,549 )

Accounting Policies and Estimates

prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of

America (“US GAAP”).

The preparation of consolidated financial statements also requires us to make estimates and assumptions

that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures.

We evaluate our estimates

on a continuous basis.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable

under the circumstances.

Actual results could differ significantly from the estimates made by our management.

To the extent that there

are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of

operations and cash flows will be affected.

believe the following key accounting policies require significant judgments and estimates used in the preparation of our consolidated

financial statements.

Critical accounting policies and estimates are those that we consider the most important to the portrayal of our

financial condition and results of operations because they require our most difficult, subjective or complex judgments, often as a result

of the need to make estimates about the effects of matters that are inherently uncertain.

Accordingly, we believe that these are the

most critical to aid in fully understanding and evaluating our financial condition and results of operations.

further information on the summary of significant accounting policies and the effect on our consolidated financial statements, see Note

2, Summary of Significant Accounting Policies, to the consolidated financial statements.

(Business Combination vs Asset Acquisition)

Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying

a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable

asset or group of similar identifiable assets.

If so, the transaction is accounted for as an asset acquisition.

If not, the Company applies its judgment to determine

whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and

the ability to create outputs.

Valuation of Intangible Assets

The Company acquired intangible

assets in connection with acquisitions of Callin and North River.

A valuation was performed to determine the estimated fair value of identifiable

intangible assets related to the acquisition.

Judgment is required to estimate the fair value of these identifiable intangible assets.

We may use quoted market prices, prices for similar assets, present value techniques, and other valuation techniques such as the depreciated

replacement cost and relief from royalty methods to prepare these estimates.

We may need to make estimates of future cash flows and discount

rates as well as other assumptions in order to implement these valuation techniques.

Due to the degree of judgment involved in our estimation

techniques, our estimate may result in significant difference in the estimation of fair value.

Share-based Compensation

The Company issues equity awards such as stock options and restricted

stock units to certain of its employees, directors, officers and consultants.

We account for equity awards by recognizing the fair value

of share-based compensation expense on a straight-line basis over the service period of the award.

For equity awards with a service

condition, the fair value is estimated on the grant date using the Black-Scholes option pricing model which takes into account the following

If not, the Company applies

its judgment to determine whether the acquired net assets meet the definition of a business by considering if the set includes an acquired

input, process, and the ability to create outputs.

of Intangible Assets

Company acquired intangible assets in connection with the acquisitions of Callin and North River.

A valuation was performed to determine

the estimated fair value of identifiable intangible assets related to the acquisition.

Judgment is required to estimate the fair value

of these identifiable intangible assets.

We may use quoted market prices, prices for similar assets, present value techniques, and other

valuation techniques such as the depreciated replacement cost and relief from royalty methods to prepare these estimates.

to make estimates of future cash flows and discount rates as well as other assumptions in order to implement these valuation techniques.

Due to the degree of judgment involved in our estimation techniques, our estimate may result in a significant difference in the estimation

of fair value.

Company issues equity awards such as stock options and restricted stock units to certain of its employees, directors, officers and consultants.

We account for equity awards by recognizing the fair value of share-based compensation expense on a straight-line basis over the service

period of the award.

equity awards with a service condition, the fair value is estimated on the grant date using the Black-Scholes option pricing model which

takes into account the following inputs:

stock price, expected term, volatility, and risk-free interest rate.

For equity awards with a market condition, the fair value

is estimated on the grant date using a Monte Carlo simulation methodology that includes simulating the stock price using a risk-neutral

Geometric Brownian Motion-based pricing model.

Changes in the estimated inputs or using other option valuation methods may result in materially

different option values and share-based compensation expense.

For equity awards with a

performance condition, the Company assesses the likelihood of the performance condition underlying an award being met and recognizes a

share-based compensation expense associated with that award only if it is probable the performance condition will be met.

Where the performance

condition underlying an award is a change in control, the Company considers the performance condition to be probable only when it occurs.

The Company is subject to

income taxes in the United States and other foreign jurisdictions.

Significant judgment is required in determining our provision for income

taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex

Uncertain tax positions are

accounted for using a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial

statements all material uncertain income tax positions.

The Company reviews its nexus in various tax jurisdictions and the Company’s

tax positions related to all open tax years for events that could change the status of its tax liability, if any, or require an additional

liability to be recorded.

Such events may be the resolution of issues raised by a taxing authority, expiration of the statute of limitations

for a prior open tax year or new transactions for which a tax position may be deemed to be uncertain.

Those positions, for which management’s

assessment is that there is more than a 50 percent probability of sustaining the position upon challenge by a taxing authority based

upon its technical merits, are subjected to the measurement criteria.

New Accounting Pronouncements

See Note 2, Summary of

Significant Accounting Policies, to our consolidated financial statements for the years ended December 31, 2023 and 2022.

JOBS Act Accounting Election

We are an emerging growth

company, as defined in the JOBS Act.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards

until such time as those standards apply to private companies.

We intend to elect to adopt new or revised accounting standards under private

company adoption timelines.

Accordingly, the timing of our adoption of new or revised accounting standards will not be the same as other

public companies that are not emerging growth companies or that have opted out of using such extended transition period and our financial

statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

equity awards with a market condition, the fair value is estimated on the grant date using a Monte Carlo simulation methodology that

includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model.

Changes in the estimated inputs

or using other option valuation methods may result in materially different option values and share-based compensation expense.

equity awards with a performance condition, the Company assesses the likelihood of the performance condition underlying an award being

met and recognizes a share-based compensation expense associated with that award only if it is probable the performance condition will

Where the performance condition underlying an award is a change in control, the Company considers the performance condition to

be probable only when it occurs.

Company is subject to income taxes in the United States and other foreign jurisdictions.

Significant judgment is required in determining

our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting

principles and complex tax laws.

tax positions are accounted for using a comprehensive model for the manner in which a company should recognize, measure, present and

disclose in its financial statements all material uncertain income tax positions.

The Company reviews its nexus in various tax jurisdictions

and the Company’s tax positions related to all open tax years for events that could change the status of its tax liability, if

any, or require an additional liability to be recorded.

Such events may be the resolution of issues raised by a taxing authority, expiration

of the statute of limitations for a prior open tax year or new transactions for which a tax position may be deemed to be uncertain.

positions, for which management’s assessment is that there is more than a 50 percent probability of sustaining the position

upon challenge by a taxing authority based upon its technical merits, are subjected to the measurement criteria.

and Barter Transactions

Company engages in trade and barter transactions whereby the Company and its counterparty exchange media campaigns or other promotional

The Company reviews each transaction to ensure the advertising it receives has economic substance and records revenue in an

amount equal to the fair value of the products and services received unless this is not reasonable to estimate, in which case the consideration

is measured based on the standalone selling price of the advertising inventory promised or delivered to the customer.

Trade and barter

revenue is recognized when the performance obligation is fulfilled and follows the same pattern of recognition as the Company’s

normal advertising revenue.

Trade and barter expense is recorded when goods or services are consumed.

The trade and barter expense is

recorded in sales and marketing expense in the consolidated statement of operations.

to Sell Shares to Tether (Unit of Account)

The Company applied judgement in determining whether the support agreements

and agreement to sell shares to Tether were a single unit or multiple units of account.

Given that the agreements were entered into contemporaneously

and in contemplation of one another, the closing of the support agreements was contingent on the close of the sale of shares to Tether,

and the agreements relate to the same underlying risk (the price risk of the Company’s shares), the Company determined that the

overall arrangement was one unit of account.

As a result, the arrangement is accounted for as a derivative, initially and subsequently

measured at fair value with changes through net loss.

See Note 17 for information regarding the estimation of the fair value of the derivative.

Accounting Pronouncements

Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements for the years ended December 31, 2024

Act Accounting Election

are an emerging growth company, as defined in the JOBS Act.

Under the JOBS Act, emerging growth companies can delay adopting new or revised

accounting standards until such time as those standards apply to private companies.

We intend to elect to adopt new or revised accounting

standards under private company adoption timelines.

Accordingly, the timing of our adoption of new or revised accounting standards will

not be the same as other public companies that are not emerging growth companies or that have opted out of using such extended transition

period and our financial statements may not be comparable to the financial statements of public companies that comply with such new or

revised accounting standards.

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 7. Management’s Discussion and Analysis