What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-25 compared with 2024-03-27 · 1170 added, 1338 removed, 485 unchanged (84% of the section changed)

Financial Statements and Supplementary

of Independent Registered Public Accounting Firm (Moss Adams LLP, Seattle, Washington, PCAOB ID:

Reports of Independent Registered Public Accounting Firm (MNP LLP, PCAOB ID:

Consolidated Statements

of Operations

Consolidated Balance

Consolidated Statements

of Shareholders’ Equity

Consolidated Statements

of Cash Flows

Notes to Consolidated

Financial Statements

Overview and Basis

of Presentation

Summary of Significant

Accounting Policies

Revenue from Contracts

with Customers

Cash, Cash Equivalents,

and Marketable Securities

Financial Statements and Supplementary Data

Reports of Independent Registered Public Accounting Firm (Moss Adams LLP, Seattle, Washington, PCAOB ID:

Consolidated Statements of Operations

Consolidated Balance Sheets

Consolidated Statements of Shareholders’ (Deficit) Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Overview and Basis of Presentation

Summary of Significant Accounting Policies

Revenue from Contracts with Customers

Cash, Cash Equivalents, and Marketable Securities

Property and Equipment

Right-of-Use Assets

and Lease Liabilities

Right-of-Use Assets and Lease Liabilities

Intangible Assets

Derivative Liability

Other Liability

Qualifying Transaction

Shareholders’

Share-Based Compensation

Shareholders’ (Deficit) Equity

Share-Based Compensation Expense

Loss per Share

1 unchanged sentence

Fair Value Measurements

Credit and Concentration

Credit and Concentration Risks

Related Party Transactions

1 unchanged sentence

Subsequent Events

Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Reports of Independent Registered Public Accounting Firm (Moss Adams LLP, Seattle, Washington, PCAOB ID:

Reports of Independent Registered Public Accounting Firm (MNP LLP, PCAOB ID:

Financial Statements

the years ended December 31, 2024 and 2023

Financial Statements

the years ended December 31, 2024 and 2023

Report of Independent Registered Public Accounting Firm (Moss Adams LLP, PCAOB ID:

Consolidated Statements of Operations F- 3

Consolidated Balance Sheets F-4

Consolidated Statements of Shareholders’ Equity F-6

Consolidated Statements of Shareholders’ (Deficit) Equity F-5

Consolidated Statements of Cash Flows F-6

2 unchanged sentences

To the Shareholders and the Board of Directors of

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Rumble

(the “Company”) as of December 31, 2023, the related consolidated statements of operations, shareholders’

equity and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of

the Company as of December 31, 2023, and the consolidated results of its operations and its cash flows for the year then ended, in

conformity with accounting principles generally accepted in the United States of America.

Opinion on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Rumble Inc.

(the “Company”) as of December 31, 2024 and

2023, the related consolidated statements of operations, shareholders’ (deficit) equity, and cash flows for the years then ended,

and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31,

2024 and 2023, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the

Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based

on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Moss Adams LLP

2 unchanged sentences

We have served as the Company’s auditor since 2023.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Shareholders of Rumble

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of Rumble Inc.

and its subsidiaries (the Company) as of December 31, 2022 and 2021, and the related consolidated statements

of comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the two year period ended December

31, 2022, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022 and 2021, and the

results of its consolidated operations and its consolidated cash flows for each of the years in the two-year period ended December 31,

2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Chartered Professional Accountants

Licensed Public Accountants

We have served

as the Company’s auditor from 2019 to 2023.

Toronto, Canada

March 30, 2023

Consolidated Statements of Operations

(Expressed in U.S.

Statements of Operations

For the year ended December 31,

1 unchanged sentence

$ 138,472,266

$ 146,156,734

General and administrative

10 unchanged sentences

Interest income

Other income (expense)

Other expense

Changes in fair value of warrant liability

( 32,694,697 )

Changes in fair value of derivative

( 184,699,998 )

Loss before income taxes

1 unchanged sentence

( 119,712,165 )

Income tax recovery

Deferred tax recovery

Income tax benefit

$ ( 338,362,779 )

1 unchanged sentence

Loss per share – basic and diluted

Weighted-average number of common shares used in computing net loss per share - basic and diluted

Weighted-average number of common shares used in computing net loss per

share - basic and diluted

Share-based compensation expense included in expenses:

4 unchanged sentences

Total share-based compensation expense

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

Consolidated Balance Sheets

(Expressed in U.S.

The accompanying notes are an integral part of

these consolidated financial statements.

Balance Sheets

Current assets

3 unchanged sentences

Marketable securities

Accounts receivable

Accounts receivable, net

Prepaid expenses and other

5 unchanged sentences

$ 295,712,888

Liabilities and Shareholders’ Equity

Liabilities and Shareholders' (Deficit) Equity

Current liabilities

1 unchanged sentence

Deferred revenue

Income taxes payable

Lease liabilities

Contingent consideration

Lease liabilities, long-term

Derivative liability

Lease liabilities, net of current portion

Contingent consideration, net of current portion

2 unchanged sentences

Commitments and contingencies (Note 16)

Shareholders’ equity

Shareholders' (deficit) equity

Preferred shares ($ 0.0001 par value per share, 20,000,000 shares authorized, no shares issued or outstanding)

Common shares ($ 0.0001 par value per share, 700,000,000 Class A shares authorized, 118,808,857 and 114,926,700 shares issued and outstanding, as of December 31, 2024 and 2023, respectively;

170,000,000 Class C authorized, 165,353,621 and 167,662,214 shares issued and outstanding, as of December 31, 2023 and 2022, respectively;

170,000,000 Class C (and corresponding ExchangeCo Share) authorized, 165,153,621 and 165,353,621 shares issued and outstanding, as of December 31, 2024 and 2023, respectively;

110,000,000 Class D authorized, 105,782,403 and 105,782,403 shares issued and outstanding, as of December 31, 2024 and 2023, respectively)

5 unchanged sentences

$ 195,312,807

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

Consolidated Statements of Shareholders’ Equity

(Expressed in U.S.

$ 295,712,888

The accompanying notes are an integral part of

these consolidated financial statements.

Statements of Shareholders' (Deficit) Equity

For the year ended December 31, 2024

Number of Common Stock

of Common Stock

corresponding

Paid-in Capital

Accumulated Deficit

Balance December 31, 2023

2 unchanged sentences

$ 251,623,148

Issuance of Class A Common Stock in connection with Callin acquisition

Issuance costs in connection with Callin acquisition

Holdback of Class A Common Stock for the repayment of domain name loan in connection with the acquisition of Locals Technology Inc.

Issuance of Class A Common Stock upon vesting of restricted stock units

Issuance of Class A Common Stock in exchange for Class C Common Stock

( 2,308,593 )

Net share settlement on restricted stock units

of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share)

Issuance of Class A Common

Stock in connection with Callin acquisition

Issuance of Class A Common

Stock upon exercise of stock options and warrants as well as vesting of restricted stock units

Net share settlement on restricted

( 1,963,132 )

1 unchanged sentence

Share-based compensation

Loss for the year

( 338,362,779 )

Balance December 31, 2023

December 31, 2024

$ 419,681,648

1 unchanged sentence

$ ( 63,115,402 )

For the year ended December 31, 2022

the year ended December 31, 2023

of Common Stock

Rumble Class A

Rumble Class B

Rumble Class A

Rumble Class B

corresponding

Paid-in Capital

December 31, 2021

$ ( 17,378,707 )

of Legacy Rumble Class A Common Stock in exchange for Legacy Rumble preference shares

of Class A and C Common Stock in exchange for Legacy Rumble Class A and B common shares

( 8,726,050 )

( 60,537,812 )

of Class A Common Stock in exchange for Legacy Rumble warrants

of Class C Common Stock in the Key Individual Subscription Agreement

( 1,100,000 )

( 10,999,890 )

( 11,000,000 )

of Class D Common Stock in the Key Individual Subscription Agreement

of Class A and B Common Stock in connection with the Qualifying Transaction

of Class A Common Stock in exchange for CFVI Class B common shares

( 7,500,000 )

of Class A Common Stock in connection with public shares

costs in connection with the Qualifying Transaction

Balance December 31, 2022

$ 367,649,123

$ ( 28,782,701 )

fair value over net assets acquired – listing fee

$ 339,634,779

Issuance of Class A Common Stock in

connection with Callin acquisition

Issuance costs in connection with

Callin acquisition

Holdback of Class A Common Stock for

the repayment of domain name loan in connection with the acquisition of Locals Technology Inc.

Issuance of Class A Common Stock upon

vesting of restricted stock units

Issuance of Class A Common Stock in

exchange for Class C Common Stock (and corresponding ExchangeCo Share)

( 2,308,593 )

CFVI’s historical accumulated deficit

Net share settlement on restricted

( 2,107,536 )

( 2,107,571 )

Share-based compensation

( 116,420,462 )

December 31, 2022

Balance December

$ 396,057,788

1 unchanged sentence

$ 251,623,148

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

Consolidated Statements of Cash Flows

(Expressed in U.S.

The accompanying notes are an integral part of

these consolidated financial statements.

Statements of Cash Flows

For the year ended December 31,

1 unchanged sentence

Operating activities

Net loss for the period

Net loss for the year

$ ( 338,362,779 )

3 unchanged sentences

Share-based compensation

Non-cash portion interest expense

Amortization on right-of-use assets

Non-cash interest expense

Net trade and barter revenue and expense

Non-cash lease expense

Change in fair value of warrants

( 2,365,895 )

( 21,010,500 )

Change in fair value of contingent consideration

( 1,922,381 )

Change in fair value of derivative

Changes in operating assets and liabilities:

3 unchanged sentences

( 4,990,778 )

( 9,500,432 )

Accounts payable and accrued liabilities

( 4,268,101 )

Deferred revenue

Deferred taxes

Deferred tax liability

( 2,009,015 )

( 3,323,744 )

Operating lease liabilities

( 1,054,589 )

Net cash used in operating activities

1 unchanged sentence

( 92,911,313 )

Investing activities

Purchase of property and equipment

3 unchanged sentences

( 4,493,422 )

Purchase of marketable securities

( 2,915,085 )

Purchase of marketable securities

( 1,135,200 )

Sale of marketable securities

Sale and maturities of marketable securities

Cash acquired in connection with Callin acquisition

Acquisition of North River, net of cash acquired

Cash paid to non-accredited investors in connection with Callin acquisition

( 2,488,931 )

Cash paid in connection with North River acquisition

( 7,122,868 )

( 7,249,085 )

Net cash used in investing activities

1 unchanged sentence

( 23,771,314 )

Financing activities

Taxes paid from net share settlement for share-based compensation

( 1,963,132 )

Proceeds from other liabilities

Proceeds from Qualifying Transaction

Repurchase of Class C Common Stock

( 2,107,516 )

Repayment of Sponsor loan in connection with Qualifying Transaction

( 2,173,353 )

Proceeds from exercise of stock options

Share issuance costs

Net cash used in financing activities

( 1,665,148 )

Net cash (used in) provided by financing activities

( 2,147,994 )

Effect of exchange rate changes on cash and cash equivalents

(Decrease) increase in cash and cash equivalents

during the period

Decrease in cash and cash equivalents during the period

( 104,319,758 )

( 118,830,621 )

Cash and cash equivalents,

beginning of period

beginning of year

Cash and cash equivalents,

end of period

$ 114,018,900

5 unchanged sentences

Non-cash investing and financing activities:

consideration related to the acquisition of Callin (Note 3)

Class A Common Stock issued to settle contingent consideration liability

Deferred issuance costs included in accounts payable and accrued liabilities

Property and equipment in accounts payable and accrued liabilities

Settlement of loan receivable in exchange for Class A Common Stock

Non-cash consideration related to the acquisition of Callin (Note 3)

Recognition of operating right-of-use assets in exchange for operating lease liabilities

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

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Overview and Basis of Presentation

Nature of Operations

On December 1, 2021, Rumble Inc.,

a corporation formed under the laws of the Province of Ontario, Canada (“Legacy Rumble”) and CF Acquisition VI, a Delaware

corporation (“CFVI”) entered into a business agreement (the “Business Combination Agreement”).

On September 16,

2022, pursuant to the terms of the Business Combination Agreement, Legacy Rumble and CFVI announced the completion of a transaction whereby

CFVI was renamed Rumble Inc.

and Legacy Rumble was renamed Rumble Canada Inc.

(the “Qualifying Transaction”).

Refer to Note

12 Qualifying Transaction for further detail.

or “the Company”) is a high growth, video sharing platform and cloud services provider designed to help content creators manage,

distribute, and monetize their content by connecting them with brands, publishers, and directly to their subscribers and followers.

Company’s registered office is located at 444 Gulf of Mexico Drive, Longboat Key, Florida, 34228.

The Company’s shares of

Class A common stock and warrants are traded on The Nasdaq Global Market (“Nasdaq”) under the symbol “RUM” and

“RUMBW”, respectively.

Basis of Presentation

The accompanying consolidated financial

statements (the “financial statements”) are prepared in accordance with generally accepted accounting principles in the United

States of America (“U.S.

GAAP”) and include the results of the Company and its wholly-owned subsidiaries.

Any reference in

these notes to applicable guidance is meant to refer to the authoritative guidance found in the Accounting Standards Codification (“ASC”)

and Accounting Standards Update (“ASU”).

All intercompany balances and transactions have been eliminated upon consolidation.

These financial statements are presented in U.S.

dollars, which is the functional currency of the Company.

Basis of Consolidation

Recognition of operating right-of-use assets in exchange of operating lease liabilities, net of derecognition of terminated leases

of loan receivable in exchange for Class A Common Stock

Share-based compensation capitalized related to intangible assets

The accompanying notes are an integral part of

these consolidated financial statements.

include the accounts of the Company and all subsidiaries.

Subsidiaries are entities in which the Company has a controlling voting interest

or is the primary beneficiary of a variable interest entity.

Subsidiaries are fully consolidated from the date control is transferred

to the Company and are de-consolidated from the date control ceases.

The consolidated financial statements include all the assets, liabilities,

revenues, expenses and cash flows of the Company and its subsidiaries after eliminating intercompany balances and transactions.

Use of Estimates

The preparation of these financial

statements in conformity with U.S.

GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported

amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the financial statements,

as well as the reported amounts of revenues and expenses during the reporting period.

On an ongoing basis, the Company evaluates the estimates

used, which include but are not limited to the:

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

and Basis of Presentation

of Operations

("Rumble” or the "Company”) is a high growth, video sharing platform and cloud services provider designed

to help content creators manage, distribute, and monetize their content by connecting them with brands, publishers, and directly to their

subscribers and followers.

The Company’s registered office is located at 444 Gulf of Mexico Drive, Longboat Key, Florida, 34228.

The Company’s shares of Class A common stock and warrants are traded on The Nasdaq Global Market ("Nasdaq”) under the

symbol "RUM” and "RUMBW”, respectively.

of Presentation

accompanying consolidated financial statements (the “financial statements”) are prepared in accordance with generally accepted

accounting principles in the United States of America (“U.S.

GAAP”) and include the results of the Company and its wholly-owned

subsidiaries.

Any reference in these notes to applicable guidance is meant to refer to the authoritative guidance found in the Accounting

Standards Codification (“ASC”) and Accounting Standards Update (“ASU”).

All intercompany balances and transactions

have been eliminated upon consolidation.

These financial statements are presented in U.S.

dollars, which is the functional currency of

of Consolidation

consolidated financial statements include the accounts of the Company and all subsidiaries.

Subsidiaries are entities in which the Company

has a controlling voting interest or is the primary beneficiary of a variable interest entity.

Subsidiaries are fully consolidated from

the date control is transferred to the Company and are de-consolidated from the date control ceases.

The consolidated financial statements

include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating intercompany

balances and transactions.

preparation of these financial statements in conformity with U.S.

GAAP requires management to make certain estimates, judgments, and

assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of

the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

On an ongoing

basis, the Company evaluates the estimates used, which include but are not limited to the:

allowance for credit losses;

valuation of share-based compensation awards;

the determination of the fair value of assets acquired and liabilities assumed in connection with acquisitions;

fair value of financial

instruments including warrant liability and contingent consideration;

discount rate in determining lease liabilities;

valuation of long-lived

assets and their associated useful lives, valuation of goodwill;

and the realization of tax assets, estimates of tax liabilities, and

valuation of deferred taxes.

These estimates, judgments, and assumptions are reviewed periodically and the impact of any revisions are

reflected in the financial statements in the period in which such revisions are made.

Actual results could differ materially from those

estimates, judgments, or assumptions, and such differences could be material to the Company’s consolidated financial position and

results of operations.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies

Foreign Currency

The functional currencies of the Company

and its foreign subsidiaries are the U.S.

Transactions denominated in currencies other than the U.S.

dollar are remeasured using

end-of-period exchange rates or exchange rates prevailing at the date of the transaction, and the resulting gains or losses are recognized

as a component of other income (expense).

Fair Value Measurements

The fair value of a financial instrument

is the amount at which the instrument could be exchanged in an orderly transaction between market participants.

Fair value measurement

is based on a hierarchy of observable or unobservable inputs.

The standard describes three levels of inputs that may be used to measure

Inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date;

Inputs to the valuation methodology other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and the fair value can be determined through the use of models or other valuation methodologies;

Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity of the asset and liability and the reporting entity makes estimates and assumptions relating to the pricing of the asset or liability, including assumptions regarding risk.

This includes certain cash flow pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

In instances where the determination

of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy

within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement

in its entirety.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety

requires judgment and considers factors specific to the asset or liability.

The Company may measure eligible assets

and liabilities at fair value, with changes in value recognized in profit and loss.

Fair value treatment may be elected either upon initial

recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting.

The Company evaluates the estimated

fair value of financial instruments using available market information and management’s estimates.

The use of different market assumptions

and/or estimation methodologies could have a significant impact on the estimated fair value amounts.

Our financial instruments include

cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued liabilities, lease liabilities, warrant

liability, contingent consideration, and other liabilities, approximate fair value.

Concentration Risk

A meaningful portion of the Company’s

revenue (and a substantial portion of the Company’s net cash from operations that it can freely access) is attributable to service

agreements with a several customers.

share-based compensation awards;

estimates in the determination of the fair value of assets acquired and liabilities assumed in connection

with acquisitions;

fair value of financial instruments including warrant liability, contingent consideration, and derivative;

rate in determining lease liabilities;

valuation of long-lived assets and their associated useful lives, valuation of goodwill;

realization of tax assets, estimates of tax liabilities, and valuation of deferred taxes;

and estimates in the determination of the fair

value of non-cash consideration earned in trade and barter transactions.

These estimates, judgments, and assumptions are reviewed periodically

and the impact of any revisions are reflected in the financial statements in the period in which such revisions are made.

Actual results

could differ materially from those estimates, judgments, or assumptions, and such differences could be material to the Company’s

consolidated financial position and results of operations.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Significant Accounting Policies

functional currencies of the Company and its foreign subsidiaries are the U.S.

Transactions denominated in currencies other than

dollar are remeasured using end-of-period exchange rates or exchange rates prevailing at the date of the transaction, and the

resulting gains or losses are recognized as a component of other income (expense).

Value Measurements

fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market

participants.

Fair value measurement is based on a hierarchy of observable or unobservable inputs.

The standard describes three levels

of inputs that may be used to measure fair value.

to the valuation methodology are quoted prices available in active markets for identical

investments as of the reporting date;

to the valuation methodology other than quoted prices in active markets, which are either

directly or indirectly observable as of the reporting date, and the fair value can be determined

through the use of models or other valuation methodologies;

to the valuation methodology are unobservable inputs in situations where there is little

or no market activity of the asset and liability and the reporting entity makes estimates

and assumptions relating to the pricing of the asset or liability, including assumptions

regarding risk.

This includes certain cash flow pricing models, discounted cash flow methodologies

and similar techniques that use significant unobservable inputs.

instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy,

the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is

significant to the fair value measurement in its entirety.

The Company’s assessment of the significance of a particular input to

the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Company may measure eligible assets and liabilities at fair value, with changes in value recognized in profit and loss.

Fair value treatment

may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event

triggers a new basis of accounting.

Company evaluates the estimated fair value of financial instruments using available market information and management’s estimates.

The use of different market assumptions and/or estimation methodologies could have a significant impact on the estimated fair value amounts.

Our financial instruments include cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued

liabilities, lease liabilities, warrant liability, contingent consideration, derivative liability, and other liabilities, approximate

Concentration

meaningful portion of the Company’s revenue (and a substantial portion of the Company’s net cash from operations that it

can freely access) is attributable to service agreements with several customers.

See Note 18 for further details.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

Revenue Recognition

The Company derives revenues primarily

● Advertising fees;

● Other services and cloud

Revenues are recognized when the control

of promised services is transferred to a customer, in an amount that reflects the consideration the Company expects to be entitled to

in exchange for those services.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Significant Accounting Policies (Continued)

Company derives revenues primarily from:

Monetization;

are recognized when the control of promised services is transferred to a customer, in an amount that reflects the consideration the Company

expects to be entitled to in exchange for those services.

Sales tax and other similar taxes are excluded from revenues.

In order to recognize revenue, the Company

applies the following five (5) steps:

Identify the contract with a customer

Identify the performance obligation(s)

Determine the transaction price

Allocate the transaction price to the performance obligation(s)

Recognize revenue when/as performance obligation(s) are satisfied

Advertising fees

The Company generates advertising fees

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

their 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.

For cost-per-message-read advertising, customers pay to have their products or services promoted

by a content creator.

The Company recognizes revenue from

video and display advertisements when a user engages with the advertisement, such as an impression, click, or purchase.

For cost-per-message-read

advertising, advertising revenue is recognized when the performance obligation is fulfilled, usually when the message is read or when

a user makes a purchase.

In general, advertising fees are reported on a gross basis, since the Company controls the advertising inventory

before it is transferred to the customer.

Control is evidenced by the Company’s sole ability to monetize the advertising inventory

before it is transferred to the customer.

Other services and cloud

Other services include:

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

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

order to recognize revenue, the Company applies the following five (5) steps:

the contract with a customer

the performance obligation(s)

the transaction price

the transaction price to the performance obligation(s)

revenue when/as performance obligation(s) are satisfied

Audience Monetization includes advertising fees on the Rumble platform;

subscription fees earned primarily from consumer product offerings such as Rumble Premium, Locals and badges;

revenues generated from

content that is licensed by third-parties;

pay-per-view;

fees from tipping and platform hosting fees.

Subscription services are recognized

over time for the duration of the contract.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

Revenue Recognition (Continued)

Under bulk license agreements, the

Company’s obligations include hosting the content libraries for access and searching by the customer, updating the libraries with

new content provided by the content owner, and making videos selected by the customer available for download, throughout the term of the

These services are billed based on the access to the content regardless of the number of videos downloaded.

All of these services

are highly interdependent as the customer’s ability to derive its intended benefit from the contract depends on the entity transferring

both the access to the content library over time and making the videos available as and when required by the customer for download.

services therefore constitute a single performance obligation comprised of a series of distinct services transferred to the customer in

a similar manner throughout the contract term.

The predominant item in the single performance obligation is a license providing a right

to access the content library throughout the license period.

For these arrangements, the Company recognizes the total fixed fees under

the contract as revenue ratably over the term of the contract as the performance obligation is satisfied, as this best depicts the pattern

of control transfer.

For license agreements related to the

Rumble Player, the Company’s obligations include providing access to the current version the Rumble Player throughout the term of

the contract.

As part of this arrangement, the customer is required to use the most current version of the player and therefore, the utility

of the player to the customer is significantly affected by Rumble’s ongoing activities to maintain and support the player.

is therefore recognized ratably over the term of the contract.

The Company generates revenue through

the licensing of content to third-party platforms.

The consideration received is variable in nature as it is dependent on the level of

traffic and number of impressions generated on the third-party platforms.

For these arrangements, revenue is recognized when the performance

obligation is satisfied over the period the license is provided to the third-party provider.

The usage-based royalty exemption has been

taken by the Company for these arrangements.

Fees from tipping features are recognized

at a point in time when a user tips on the platform.

Revenues related to platform hosting

are recognized over time as the Company provides access to the platform and varies based on the subscription fees generated by the content

The Company allocates variable fees earned from these arrangements to those distinct performance obligations where pricing practices

are consistent with the allocation objective.

Cloud services are generally provided

on either a consumption or subscription basis.

Revenues related to cloud services provided on a consumption basis are recognized when

the customer utilizes the services, based on the quantity of services consumed at the amount which we have the right to invoice for services

Revenues related to cloud services provided on a subscription basis are recognized ratably over the contract term as the customer

receives and consumes the benefits of the cloud services.

Costs to Obtain a Contract

The Company recognizes an asset for the incremental costs of obtaining

a contract with a customer if it expects the benefit of these costs to be longer than one year.

As of December 31, 2023, the Company had

capitalized $ 4,172,570 related to content costs which are included within prepaid expenses and other on the consolidated balance sheets

(2022 - $ 507,392 ).

Amortization of contract acquisition costs was $ 6,994,890 for year ended December 31, 2023 and was included within

cost of services (content, hosting and other) on the consolidated statements of operations (2022 - $ 225,415 ).

There were no asset impairment

charges for contract acquisition costs for the periods noted above.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

Revenue Recognition (Continued)

Principal vs Agent

In our arrangements, we evaluate whether

we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis).

and fees from tipping and platform hosting fees.

Company generates advertising fees 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 and its associated mobile or connected TV applications.

pay for advertisements either directly or through their 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.

For cost-per-message-read advertising,

customers pay to have their products or services promoted by a content creator.

Company recognizes revenue from video and display advertisements when a user engages with the advertisement, such as an impression, click,

For cost-per-message-read advertising, advertising revenue is recognized when the performance obligation is fulfilled, usually

when the message is read or when a user makes a purchase.

In general, advertising fees are reported on a gross basis because the Company

controls the advertising inventory before it is transferred to the customer.

Control is evidenced by the Company’s sole ability

to monetize the advertising inventory before it is transferred to the customer.

from subscription services related to consumer product offerings, including Rumble Premium, Locals, and badges, is recognized over the

contract duration on a straight-line basis.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Significant Accounting Policies (Continued)

Recognition (Continued)

bulk license agreements, the Company’s obligations include hosting the content libraries for access and searching by the customer,

updating the libraries with new content provided by the content owner, and making videos selected by the customer available for download,

throughout the term of the contract.

These services are billed based on the access to the content regardless of the number of videos

All of these services are highly interdependent as the customer’s ability to derive its intended benefit from the contract

depends on the entity transferring both the access to the content library over time and making the videos available as and when required

by the customer for download.

These services, therefore, constitute a single performance obligation comprised of a series of distinct

services transferred to the customer in a similar manner throughout the contract term.

The predominant item in the single performance

obligation is a license providing a right to access the content library throughout the license period.

For these arrangements, the Company

recognizes the total fixed fees under the contract as revenue ratably over the term of the contract as the performance obligation is

satisfied, as this best depicts the pattern of control transfer.

license agreements related to the Rumble Player, the Company’s obligations include providing access to the current version the

Rumble Player throughout the term of the contract.

As part of this arrangement, the customer is required to use the most current version

of the player and therefore, the utility of the player to the customer is significantly affected by Rumble’s ongoing activities

to maintain and support the player.

Revenue is therefore recognized ratably over the term of the contract.

Company generates revenue through the licensing of content to third-party platforms.

The consideration received is variable in nature

as it is dependent on the level of traffic and number of impressions generated on the third-party platforms.

For these arrangements,

revenue is recognized when the performance obligation is satisfied over the period the license is provided to the third-party provider.

The usage-based royalty exemption has been taken by the Company for these arrangements.

from tipping features are recognized at a point in time when a user tips on the platform.

related to platform hosting are recognized over time as the Company provides access to the platform and varies based on the subscription

fees generated by the content creator.

The Company allocates variable fees earned from these arrangements to those distinct performance

obligations where pricing practices are consistent with the allocation objective.

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.

The Company facilitates the placement

of the customer’s digital video and display advertisements on 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.

The Company recognizes revenue when a user engages

with the advertisement, such as an impression, click, or purchase.

services are generally provided on either a consumption or subscription basis.

Revenues related to cloud services provided on a consumption

basis are recognized when the customer utilizes the services, based on the quantity of services consumed at the amount for which we have

the right to invoice for services performed.

Revenues related to cloud services provided on a subscription basis are recognized ratably

over the contract term as the customer receives and consumes the benefits of the cloud services.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Significant Accounting Policies (Continued)

Recognition (Continued)

our arrangements, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on

a net basis).

The Company controls the advertising

inventory before it is transferred to the customer and therefore is the principal in the transaction.

Control is evidenced by the Company’s

ability to monetize the advertising inventory before it is transferred to the customer.

inventory (including for digital advertisements that are placed with third-party publishers) before it is transferred to the customer

and therefore is the principal in the transaction.

Control is evidenced by the Company’s ability to monetize the advertising inventory

before it is transferred to the customer.

The Company is also acting as the principal

in licensing, cloud, and subscription transactions, as it has control over both the content that is monetized as well as the platform

over which the content is displayed.

Further, the Company manages the monetization of content and is the only party to the contract with

its customers.

As it relates to revenues earned from

platform hosting, we present revenue on a net basis as the Company is acting as the agent providing a platform for content creators to

post content and interact with end users.

Practical Expedients and

The Company does not disclose the transaction price allocated to unsatisfied

performance obligations for contracts with an original expected length of one year or less and for contracts for which revenue is recognized

at the amount to which the Company has the right to invoice for services performed.

Costs of Services (Exclusive of

Amortization and Depreciation)

Costs of services primarily consist

of costs related to obtaining, supporting and hosting the Company’s product offerings.

These costs primarily include:

in licensing and subscription transactions, as it has control over both the content that is monetized as well as the platform over which

the content is displayed.

Further, the Company manages the monetization of content and is the only party to the contract with its customers.

it relates to revenues earned from platform hosting, we present revenue on a net basis as the Company is acting as the agent providing

a platform for content creators to post content and interact with end users.

Expedients and Exemptions

Company does not disclose the transaction price allocated to unsatisfied performance obligations for contracts with an original expected

length of one year or less and for contracts for which revenue is recognized at the amount to which the Company has the right to invoice

for services performed.

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.

Trade and barter revenue was $ 2,881,398 and

$ nil for the years ended December 31, 2024 and 2023, respectively.

Trade and barter expenses were $ 3,000,000 and $ nil for

the years ended December 31, 2024 and 2023, respectively.

The trade and barter expense is recorded in sales and marketing expense in

the consolidated statement of operations.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Significant Accounting Policies (Continued)

Company records amounts that have been invoiced to its clients in either deferred revenue or revenue depending on whether the revenue

recognition criteria described above have been met.

Deferred revenue includes payments received in advance of performance under the contract.

of Services (Exclusive of Amortization and Depreciation)

of services primarily consist of costs related to obtaining, supporting and hosting the Company’s product offerings.

primarily include:

● Programming

and content costs related to payments to content providers from whom videos and other content are licensed.

These costs are typically

paid to these providers based on revenues generated.

In certain circumstances we incur additional costs related to incentivizing top

content creators to promote and join our platform.

costs of services include third-party service provider costs such as data center and networking, staffing costs directly related to professional

services fees, and costs paid to publishers.

Deferred Revenue

The Company records amounts that have been invoiced to its clients

in either deferred revenue or revenue depending on whether the revenue recognition criteria described above have been met.

Deferred revenue

includes payments received in advance of performance under the contract.

Advertising Expenses

Advertising costs are expensed as incurred

and are included in sales and marketing expense on the consolidated statements of operations.

During the year ended December 31, 2023,

the Company incurred advertising expenses of $ 4,550,742 (2022 – $ 1,666,912 ).

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

Internal Use Software and Website

Development Costs

The Company capitalizes certain costs

incurred in developing software programs or websites to be used solely to meet internal needs and cloud-based applications used to deliver

our services.

The Company capitalizes these costs once the preliminary project stage is complete, and it is probable that the project

will be completed and the software will be used to perform the intended function.

Capitalized internal use software costs are included

in intangible assets, net on the consolidated balance sheets.

The estimated useful life of costs capitalized is evaluated for each specific

project and is up to five years .

Amortization of internal software development costs is included in amortization and depreciation expenses

in the consolidated statement of operations.

Costs related to the preliminary project

stage, post-implementation, training and maintenance are expensed as incurred.

The Company recognizes deferred tax

liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Under this method, deferred tax assets and liabilities are determined on the basis of the difference between the tax bases of assets and

liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for

the years in which the temporary differences are expected to reverse.

A valuation allowance is established for deferred tax assets for

which realization is uncertain.

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 tax positions that the company has taken or expects to take on a tax return.

This applies to income taxes and is

not intended to be applied by analogy to other taxes, such as sales taxes, value-add taxes, or property taxes.

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.

The Company records the largest amount

of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full

knowledge of all relevant information.

Any liabilities for which the Company expects to make cash payments within the next twelve months

are classified as “short term”.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

Share-Based Compensation

The Company issues equity awards such

as stock options and restricted stock units to certain of its employees, advisory board members, directors, officers and consultants.

For awards with a market condition, the market condition is taken into consideration in the fair value-based measure, whereas service

and performance conditions are taken into consideration in determining the share-based compensation expense.

For equity awards granted to employees

that have only a service condition, the Company recognizes the share-based compensation expense on a straight-line basis over the requisite

service period.

The vesting period for the equity awards granted is determined by the board of directors of the company and the typical

vesting period for equity awards with service conditions is three to four years.

The requisite service period for Rumble’s equity

awards subject only to service conditions is coterminous with the vesting period specific to those equity awards.

For equity awards with either a market

condition or a performance condition, the Company determines the fair value of each tranche of the award, and then recognizes the share-based

compensation expense associated with each tranche of the award over the requisite service period for that tranche.

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 that the performance condition will be met.

Forfeitures are accounted for when they

Loss per Share

The Company calculates basic and diluted

net loss per common share by dividing the net loss by the number of weighted average common shares outstanding during the period.

Company has excluded other potentially dilutive shares, which include warrants to purchase common shares and outstanding stock options,

from the number of common shares outstanding as their inclusion in the computation for all periods would be anti-dilutive due to net losses

Cash, Cash Equivalents, and Marketable

Cash and cash equivalents primarily

consist of cash on deposit with banks and amounts held in treasury bills and money market funds.

Cash equivalents are carried at amortized

cost, which approximates their fair market value.

The Company considers all marketable

securities with original maturities of three months or less from the date of purchase to be cash equivalents and those with original maturities

of greater than three months as marketable securities on our consolidated balance sheets.

Management determines the appropriate classification

of investments at the time of purchase.

Marketable securities are being accounted

for as held-to-maturity investments and are carried at amortized cost with any gains and losses being recognized in interest income on

the consolidated statements of operations.

As of December 31, 2023 and 2022, the marketable securities have maturity dates of twelve months

or less and their amortized cost approximates fair value.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

Accounts Receivable

and Allowance for Current Expected Credit Losses

Accounts receivable includes current outstanding invoices billed to

customers due under customary trade terms.

The term between invoicing and when payment is due is not significant.

The accounts receivable

balance as of December 31, 2021 was $ 1,344,654 .

The Company maintains an allowance for

current expected credit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes are classified

in general and administrative expense in the consolidated statements of operations.

Collectability is assessed by reviewing accounts receivable

on a collective basis where similar characteristics exist and on an individual basis when specific customers are identified with known

disputes or collectability issues.

In determining the amount of the allowance for credit losses, the Company considers historical collectability

based on past due status, customer-specific information, market conditions, and reasonable and supportable forecasts of future economic

conditions to inform adjustments to historical loss data.

Volatility in market conditions and

evolving credit trends are difficult to predict and may cause variability and volatility that may have a material impact on the allowance

for credit losses in future periods.

The allowance for credit losses at December 31, 2023 was $ nil (2022 - $ nil ).

Property and equipment are stated at

cost, net of accumulated depreciation.

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets,

which is generally as follows:

Computer hardware

Furniture and fixtures

Leasehold improvements

Lesser of useful life or term of lease

Expenditures for maintenance and repairs

are expensed as incurred.

Right-of-Use Assets and Lease Liabilities

Right-of-use assets represent the right

to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the

Most of our leases contain lease and

non-lease components.

Non-lease components include fixed payments for maintenance, utilities, and real estate taxes.

The Company combines

fixed lease and non-lease components and account for them as a single lease component.

Our lease agreements may contain variable costs

such as contingent rent escalations, common area maintenance, insurance, real estate taxes, or other costs.

Such variable lease costs

are expensed as incurred on the consolidated statement of operations.

Right-of-use assets and lease liabilities

are recognized on the consolidated balance sheets at the commencement date based on the present value of lease payments over the lease

Our lease terms may include options

to extend or terminate the lease when it is reasonably certain that we will exercise such options.

When determining the probability of

exercising such options, we consider contract-based, asset-based, and market-based factors.

We do not assume renewals in our determination

of the lease term unless the renewals are deemed to be reasonably assured.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

Right-of-Use Assets and Lease Liabilities

As most of our leases do not provide

an implicit rate, the incremental borrowing rate is used based on the information available at the commencement date in determining the

present value of lease payments.

The Company determines the incremental borrowing rate as the interest rate the Company would pay to borrow

over a similar term the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.

Operating lease costs are recognized

on a straight-line basis over the lease terms.

The Company has elected the practical

expedient to not recognize right-of-use assets and lease liabilities for short-term leases, which are those leases with a term of twelve

months or less at the commencement date.

Intangible Assets

Intangible assets with finite lives

consist of intellectual property, internal-use software, technology, brand, and domain names.

Intangible assets acquired through business

combination are recorded at their respective estimated fair values upon acquisition close.

Other intangible assets acquired through asset

acquisition are measured following a cost accumulation and allocation model under which the cost of the acquisition is allocated on a

relative fair value basis to the net assets acquired.

Intangible assets are amortized on a

straight-line basis over their estimated useful lives, ranging from two to fifteen years .

Impairment of Long-Lived Assets and

Finite Lived Intangible Assets

The Company reviews long-lived assets

and finite lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset

may not be recoverable.

In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which

identifiable independent cash flows are available (“Asset Group”).

When indicators of potential impairment are present, the

Company prepares a projected undiscounted cash flow analysis for the respective asset or asset group.

If the sum of the undiscounted cash

flow is less than the carrying value of the asset or Asset Group, an impairment loss is recognized equal to the excess of the carrying

value over the fair value, if any.

The Company did not identify any indicators of impairment during the periods presented.

Goodwill represents the excess of the

purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired.

amount of goodwill is reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying

value may not be recoverable.

For its annual goodwill impairment test in all periods to date, the Company has determined it has one reporting

unit and the fair value of its reporting unit has been determined by the Company’s enterprise value.

The Company performs its annual

goodwill impairment test during the fourth fiscal quarter.

For its annual impairment test performed

on October 1, 2023, the Company completed an assessment and determined that there was no impairment of goodwill.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

Warrant Liability

and content costs related to payments to content providers from whom videos and other content

are licensed.

These costs are typically paid to these providers based on revenues generated.

In certain circumstances we incur additional costs related to incentivizing top content creators

to promote and join our platform.

Where that is the case, the Company recognizes the associated

cost on a straight-line basis over the contractual term to which it relates.

costs of services include third-party service provider costs such as data center and networking,

staffing costs directly related to professional services fees, and costs paid to publishers.

costs are expensed as incurred and are included in sales and marketing expense on the consolidated statements of operations.

incurred advertising expenses of $ 5,311,094 and $ 4,550,742 during the years ended December 31, 2024 and 2023, respectively.

Company issues equity awards such as stock options and restricted stock units to certain of its employees, advisory board members, directors,

officers and consultants.

For awards with a market condition, the market condition is taken into consideration in the fair value-based

measure, whereas service and performance conditions are taken into consideration in determining the share-based compensation expense.

equity awards granted to employees that have only a service condition, the Company recognizes the share-based compensation expense on

a straight-line basis over the requisite service period.

The vesting period for the equity awards granted is determined by the board

of directors of the company and the typical vesting period for equity awards with service conditions is three to four years.

The requisite

service period for Rumble’s equity awards subject only to service conditions is coterminous with the vesting period specific to

those equity awards.

equity awards with either a market condition or a performance condition, the Company determines the fair value of each tranche of the

award, and then recognizes the share-based compensation expense associated with each tranche of the award over the requisite service

period for that tranche.

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 that

the performance condition will be met.

are accounted for when they occur.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Significant Accounting Policies (Continued)

Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in

the financial statements or tax returns.

Under this method, deferred tax assets and liabilities are determined on the basis of the difference

between the tax bases of assets and liabilities and their respective financial reporting amounts (“temporary differences”)

at enacted tax rates in effect for the years in which the temporary differences are expected to reverse.

A valuation allowance is established

for deferred tax assets for which realization is 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 tax positions that the company has taken or expects to take on a tax return.

This applies to income taxes and is not intended to be applied by analogy to other taxes, such as sales taxes, value-add taxes, or property

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.

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.

Company records the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement

with a taxing authority having full knowledge of all relevant information.

Any liabilities for which the Company expects to make cash

payments within the next twelve months are classified as “short term”.

Company calculates basic and diluted net loss per common share by dividing the net loss by the number of weighted average common shares

outstanding during the period.

The Company has excluded other potentially dilutive shares, which include warrants to purchase common

shares and outstanding stock options, from the number of common shares outstanding as their inclusion in the computation for all periods

would be anti-dilutive due to net losses incurred.

Cash Equivalents, and Marketable Securities

and cash equivalents primarily consist of cash on deposit with banks and amounts held in treasury bills and money market funds.

equivalents are carried at amortized cost, which approximates their fair market value.

Company considers all marketable securities with original maturities of three months or less from the date of purchase to be cash equivalents

and those with original maturities of greater than three months as marketable securities on our consolidated balance sheets.

determines the appropriate classification of investments at the time of purchase.

securities are being accounted for as held-to-maturity investments and are carried at amortized cost with any gains and losses being

recognized in interest income on the consolidated statements of operations.

As of December 31, 2023, the marketable securities have maturity

dates of twelve months or less and their amortized cost approximates fair value.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Significant Accounting Policies (Continued)

Receivable and Allowance for Current Expected Credit Losses

receivable includes current outstanding invoices billed to customers due under customary trade terms.

The term between invoicing and

when payment is due is not significant.

The accounts receivable balance as of January 1, 2023 was $ 4,748,189 .

Company maintains an allowance for current expected credit losses for accounts receivable, which is recorded as an offset to accounts

receivable and changes are classified in general and administrative expense in the consolidated statements of operations.

Collectability

is assessed by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when

specific customers are identified with known disputes or collectability issues.

In determining the amount of the allowance for credit

losses, the Company considers historical collectability based on past due status, customer-specific information, market conditions, and

reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data.

in market conditions and evolving credit trends are difficult to predict and may cause variability and volatility that may have a material

impact on the allowance for credit losses in future periods.

The allowance for credit losses was $ 117,069 and $ nil as of December 31,

2024 and 2023, respectively.

and Equipment

and equipment are stated at cost, net of accumulated depreciation.

Depreciation is computed on a straight-line basis over the estimated

useful lives of the assets, which is generally as follows:

Computer hardware 3 - 5 years

Furniture and fixtures 3 - 5 years

Leasehold improvements Lesser of useful life or term of lease

for maintenance and repairs are expensed as incurred.

Assets and Lease Liabilities

assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease

payments arising from the lease.

Most of our leases contain lease and non-lease components.

components include fixed payments for maintenance, utilities, and real estate taxes.

The Company combines fixed lease and non-lease components

and account for them as a single lease component.

Our lease agreements may contain variable costs such as contingent rent escalations,

common area maintenance, insurance, real estate taxes, or other costs.

Such variable lease costs are expensed as incurred on the consolidated

statements of operations.

assets and lease liabilities are recognized on the consolidated balance sheets at the commencement date based on the present value of

lease payments over the lease term.

lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

determining the probability of exercising such options, we consider contract-based, asset-based, and market-based factors.

assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Significant Accounting Policies (Continued)

Assets and Lease Liabilities (Continued)

most of our leases do not provide an implicit rate, the incremental borrowing rate is used based on the information available at the

commencement date in determining the present value of lease payments.

The Company determines the incremental borrowing rate as the interest

rate the Company would pay to borrow over a similar term the funds necessary to obtain an asset of a similar value to the right-of-use

asset in a similar economic environment.

lease costs are recognized on a straight-line basis over the lease terms.

Company has elected the practical expedient to not recognize right-of-use assets and lease liabilities for short-term leases, which are

those leases with a term of twelve months or less at the commencement date.

assets with finite lives consist of intellectual property, internal-use software, technology, brand, domain names, and an assembled workforce.

Intangible assets acquired through business combination are recorded at their respective estimated fair values upon acquisition close.

Other intangible assets acquired through asset acquisition are measured following a cost accumulation and allocation model under which

the cost of the acquisition is allocated on a relative fair value basis to the net assets acquired.

assets are amortized on a straight-line basis over their estimated useful lives, ranging from two to fifteen years .

Use Software and Website Development Costs

Company capitalizes certain costs incurred in developing software programs or websites to be used solely to meet internal needs and cloud-based

applications used to deliver our services.

The Company capitalizes these costs once the preliminary project stage is complete, and it

is probable that the project will be completed and the software will be used to perform the intended function.

Capitalized internal use

software costs are included in intangible assets, net on the consolidated balance sheets.

The estimated useful life of costs capitalized

is evaluated for each specific project and is up to five years .

Amortization of internal software development costs is included in amortization

and depreciation expenses in the consolidated statement of operations.

related to the preliminary project stage, post-implementation, training and maintenance are expensed as incurred.

of Long-Lived Assets and Finite Lived Intangible Assets

Company reviews long-lived assets and finite lived intangible assets for impairment when events or changes in circumstances indicate

that the carrying amount of an asset may not be recoverable.

In order to determine if assets have been impaired, assets are grouped and

tested at the lowest level for which identifiable independent cash flows are available (“Asset Group”).

When indicators of

potential impairment are present, the Company prepares a projected undiscounted cash flow analysis for the respective asset or asset

If the sum of the undiscounted cash flow is less than the carrying value of the asset or Asset Group, an impairment loss is recognized

equal to the excess of the carrying value over the fair value, if any.

The Company did not identify any indicators of impairment during

the periods presented.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Significant Accounting Policies (Continued)

represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible

assets acquired.

The carrying amount of goodwill is reviewed for impairment at least annually, or whenever events or changes in circumstances

indicate that the carrying value may not be recoverable.

For its annual goodwill impairment test in all periods to date, the Company

has determined it has one reporting unit and the fair value of its reporting unit has been determined by the Company’s enterprise

The Company performs its annual goodwill impairment test during the fourth fiscal quarter.

its annual impairment test performed on October 1, 2024, the Company completed an assessment and determined that there was no impairment

The Company evaluates financial instruments, including forward purchase

or sale contracts over its own equity (“forward purchase contracts”), to determine the appropriate classification as financial

liabilities, derivatives, or equity.

Forward purchase contracts that meet the definition of mandatorily redeemable financial instruments

or that obligate the Company to repurchase its own shares at a fixed or determinable price are classified as liabilities.

Forward purchase contracts classified

as liabilities are initially recognized at fair value on the consolidated balance sheet, and subsequently remeasured at fair value each

reporting period, with changes in fair value recognized in interest income (expense) on the consolidated statements of operations.

Forward purchase contracts that do not meet the criteria to be classified

as liabilities or equity are accounted for as derivatives.

Derivatives are recognized initially and subsequently at fair value, with changes

recognized in changes in fair value of derivative on the consolidated statements of operations.

The Company accounts for warrants by

first assessing whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed

to the Company’s own shares of common stock and whether the warrant holders count potentially require “net cash settlement”

to the Company’s own shares of common stock and whether the warrant holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

7 unchanged sentences

on the consolidated statements of operations in the period of change.

The Company accounts for all its warrants

as a liability as the warrants do not meet the criteria for equity classification.

Business Combinations

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

Company accounts for all its warrants as a liability as the warrants do not meet the criteria for equity classification.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Significant Accounting Policies (Continued)

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 judgement 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.

The Company accounts for business combinations

using the acquisition method when it has obtained control.

The Company measures goodwill as the fair value of the consideration transferred

including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired

and liabilities assumed, all measured at their fair value as of the acquisition date.

Transaction costs, other than those associated with

the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred.

Any contingent consideration is measured

at fair value at the acquisition date.

Contingent consideration that does not meet all the criteria for equity classification is initially

recorded at its fair value at the acquisition date, and subsequently remeasured to fair value on each balance sheet date thereafter.

in the estimated fair value of liability-classified contingent consideration are recognized in the consolidated statements of operations

in the period of change.

initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs,

the Company reports provisional amounts.

Provisional amounts are adjusted during the measurement period, which does not exceed one year

from the acquisition date.

These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about

facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date .

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

Asset Acquisitions

The Company accounts for asset acquisitions

by allocating the consideration to the acquired assets and liabilities on a relative fair value basis.

Working capital items are recognized

at their stated amounts.

The Company has elected an accounting

policy to recognize any contingent consideration obligation in an asset acquisition when the contingency is resolved, and the consideration

becomes payable.

The contingent consideration will be included in the cost allocated to the acquired assets if and when the contingency

New Standards or

Amendments Adopted

The Company adopted the following new

standards or amendments effective January 1, 2023:

Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments.

This guidance was subsequently amended by ASU 2018-19, Codification Improvements, ASU 2019-04, Codification Improvements, ASU 2019-05,

Targeted Transition Relief, ASU 2019-10, Effective Dates, ASU 2019-11, Codification Improvements and 2020-03, Codification Improvements .

The new guidance requires organizations to measure all expected credit losses for financial instruments held at the reporting date based

on historical experience, current conditions, and reasonable and supportable forecasts.

There was no impact

on the financial statements as a result of the adoption of the above standards.

New Standards or Amendments

Not Yet Effective

The following amendments to existing

standards have been issued up to and including the date of issuance of these financial statements, however are not yet effective for the

Effective for years beginning after

December 15, 2023:

Standards Update 2022-03, Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale

Restrictions (Effective for periods beginning after December 31, 2023) .

The amendments clarify those principles when measuring the

fair value of an equity security subject to a contractual sale restriction and improve current GAAP by reducing diversity in practice,

reducing the cost and complexity in measuring fair value, and increasing comparability of financial information across reporting entities

that hold those investments.

Standards Update 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts

in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(applicable to convertible instruments (Effective for periods beginning after December 31, 2023) .

The update is expected to reduce

complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an

entity’s own equity.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

New Standards or Amendments

Not Yet Effective (Continued)

If not, the Company applies

its judgement 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.

Company accounts for business combinations using the acquisition method when it has obtained control.

The Company measures goodwill as

the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized

amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date.

costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business

combination are expensed as incurred.

contingent consideration is measured at fair value at the acquisition date.

Contingent consideration that does not meet all the criteria

for equity classification is initially recorded at its fair value at the acquisition date, and subsequently remeasured to fair value

on each balance sheet date thereafter.

Changes in the estimated fair value of liability-classified contingent consideration are recognized

in the consolidated statements of operations in the period of change.

the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction

occurs, the Company reports provisional amounts.

Provisional amounts are adjusted during the measurement period, which does not exceed

one year from the acquisition date.

These adjustments, or recognition of additional assets or liabilities, reflect new information obtained

about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that

Company accounts for asset acquisitions by allocating the consideration to the acquired assets and liabilities on a relative fair value

Working capital items are recognized at their stated amounts.

Company has elected an accounting policy to recognize any contingent consideration obligation in an asset acquisition when the contingency

is resolved, and the consideration becomes payable.

The contingent consideration will be included in the cost allocated to the acquired

assets if and when the contingency is resolved.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Significant Accounting Policies (Continued)

Standards or Amendments Adopted

Standards Update 2023-07, Segment Reporting (Topic 280):

5 unchanged sentences

disclosure requirements.

The Company is in the process of assessing

the impact of the new accounting standards on its consolidated financial statements.

Effective for years beginning after

December 15, 2024:

new standard requires an enhanced disclosure of significant segment expenses on an annual and interim basis.

Upon adoption, the guidance

was applied retroactively to all prior periods presented in the financial statements.

See Note 20 for further details.

Standards or Amendments Not Yet Effective

following amendments to existing standards have been issued up to and including the date of issuance of these financial statements, however

are not yet effective for the Company:

Accounting Standards Update 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets.

The amendments in this update require in-scope crypto assets (including the Company's Bitcoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income for each reporting period.

The update also requires certain interim and annual disclosures for crypto assets within the scope of the standard.

This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

Standards Update 2023-09, Income Taxes (Topic 740):

4 unchanged sentences

than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).

The Company is still

evaluating the impact of implementing the above improvements to its consolidated financial statements.

Prior Period Reclassifications

Certain amounts in expenses and other

income (expenses) in prior periods have been reclassified to conform with current period presentation.

The reclassification has no impact

on net loss, loss per share or total shareholders’ equity.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Acquisition of Callin Corp.

On May 15, 2023 (the “Acquisition

Date”), the Company acquired 100 % of the outstanding equity of Callin Corp.

(“Callin”), a podcasting and live streaming

Callin creates a seamless experience for its users to create, discover, and consume live and recorded content.

The Company has

determined that Callin meets the definition of a business and has accounted for the acquisition as a business combination.

The fair value

of the assets acquired and the liabilities assumed by the Company in connection with the acquisition is as follows:

Total consideration

Net assets acquired:

effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

Standards Update 2024-03, Income statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expense.

The amendments in this update requires public business entities to disclose,

on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial

Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively.

ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December

Company is still evaluating the impact of implementing the above improvements to its consolidated financial statements.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Callin Corp.

May 15, 2023 (the "Acquisition Date”), the Company acquired 100 % of the outstanding equity of Callin Corp.

a podcasting and live streaming platform.

Callin creates a seamless experience for its users to create, discover, and consume live and

recorded content.

The Company has determined that Callin meets the definition of a business and has accounted for the acquisition as

a business combination.

The fair value of the assets acquired and the liabilities assumed by the Company in connection with the

acquisition is as follows:

consideration

assets acquired:

Accounts receivable

2 unchanged sentences

Software and technology

Accounts payable, accruals, and other liabilities

Accounts payable, accruals,

and other liabilities

( 1,137,814 )

Deferred tax liability

tax liability

( 1,230,526 )

Total net assets acquired

The fair value of the consideration

consists of the following:

net assets acquired

fair value of the consideration consists of the following:

Shares issued

1 unchanged sentence

Replacement awards

Contingent consideration (liability) – retention payments

Contingent consideration (equity) – milestone 1

Contingent consideration (equity) – milestone 2

Contingent consideration payable

Total consideration

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Acquisitions (Continued)

Acquisition of Callin Corp.

Under the terms of the acquisition agreement, the Company is required

to issue upfront share consideration of 981,243 shares of Class A Common Stock to the preferred shareholders and SAFE note holders of

Callin, of which 963,337 shares had been issued as of December 31, 2023.

The fair value of the Company’s Class A Common Stock on

the acquisition date was $ 9.99 per share.

Contingent consideration

(liability) – retention payments

Contingent consideration

(equity) – milestone 1

Contingent consideration

(equity) – milestone 2

consideration payable

consideration

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Callin Corp.

the terms of the acquisition agreement, the Company is required to issue upfront share consideration of 981,243 shares of Class A Common

Stock to the preferred shareholders and SAFE note holders of Callin.

The fair value of the Company’s Class A Common Stock on the

Acquisition Date was $ 9.99 per share.

In addition, the Company issued rights to four payments each consisting of 375,000 contingently

6 unchanged sentences

Within 24 months, certain feature development and technical performance criteria are achieved.

In assessing what is part of the business

combination, the Company has determined that because the two retention payments are contingent on a selling shareholder providing services

post-combination, the portion of those tranches earned by the party providing services should be reflected in the Company’s financial

statements as post-combination expense.

In addition, where future services are required by employees in order to earn rights to the contingent

consideration, such rights are being accounted for either entirely as post-combination expense or as replacement awards where the rights

replace unvested options or restricted series FF preferred shares that were originally granted by Callin.

For the remainder, the four

tranches of contingently issuable shares have been accounted for as contingent consideration.

The following table shows the breakdown

of the contingently issuable shares:

assessing what is part of the business combination, the Company has determined that because the two retention payments are contingent

on a selling shareholder providing services post-combination, the portion of those tranches earned by the party providing services should

be reflected in the Company’s financial statements as post-combination expense.

In addition, where future services are required

by employees in order to earn rights to the contingent consideration, such rights are being accounted for either entirely as post-combination

expense or as replacement awards where the rights replace unvested options or restricted series FF preferred shares that were originally

granted by Callin.

Rights to contingent consideration held by non-accredited investors will be settled in cash at $ 8.92 per share.

the remainder, the four tranches of contingently issuable shares have been accounted for as contingent consideration.

following table shows the breakdown of the contingently issuable shares:

Number of Shares

2 unchanged sentences

Total contingently issuable shares

The fair value of the contingent consideration

has been estimated as follows:

Retention payments 1 and 2

The Company has determined that retention

payments 1 and 2 are one unit of account requiring the Company to issue a variable number of shares that is not indexed to the Company’s

As a result, the consideration that is contingent on one of the selling shareholder’s providing services has been classified

as a liability.

The contingent consideration is classified Level 3 in the fair value hierarchy.

the year ended December 31, 2024, certain of the contingently issuable shares were issued.

Refer to Note 14 for the share-based compensation

and below for the impact on contingent consideration.

fair value of the contingent consideration has been estimated as follows:

payments 1 and 2

the Acquisition Date, the Company determined that retention payments 1 and 2 are one unit of account requiring the Company to issue a

variable number of shares that is not indexed to the Company’s stock.

As a result, the consideration that is contingent on one

of the selling shareholder’s providing services has been classified as a liability.

The contingent consideration is classified

Level 3 in the fair value hierarchy.

The key inputs into the fair value determination are the probability of achieving the milestones,

which impacts the expected number of shares to be issued, and the share price on the Acquisition Date.

At the Acquisition Date, management

estimated the number of shares to be issued is 349,523 .

May 15, 2024, retention payment 1 was met resulting in the issuance of 192,885 shares of Class A Common Stock and a cash payment of $ 137,997 .

Retention payment 2 was reclassified to equity because the number of shares to be issued if the contingency is met is now fixed.

result, the Company recognized $ 1,334,516 in equity.

of December 31, 2024, it was determined that retention payment 2 was not met, resulting in forfeitures of the rights to contingent consideration.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Callin Corp.

Company has recognized a change in fair value for the retention payment 1 and 2 contingent consideration of $ 1,354,357 and $ 1,922,381

due to the change in the Company’s stock price and the probability of each contingency being met for the years ended December 31,

2024 and 2023, respectively.

payments 1 and 2

Company has determined that milestone payments 1 and 2 are separate units of account because a fixed number of shares will be issued

if each contingency is met, and meeting one contingency is not dependent on the other.

The key inputs into the fair value determination

are the probability of achieving the milestones, which impacts the expected number of shares to be issued, and the share price on the

acquisition date.

At the acquisition date, management estimated the number of shares to be issued is 349,523 .

The Company has recognized

a change in fair value of this contingent consideration of $ 1,922,381 due to the change in the Company’s stock price and the probability

of each contingency being met during the period between the acquisition date and the period end.

Milestone payments 1 and 2

The Company has determined that milestone

payments 1 and 2 are separate units of account because a fixed number of shares will be issued if each contingency is met, and meeting

one contingency is not dependent on the other.

The key inputs into the fair value determination are the probability of each contingency

being met, and the share price on the acquisition date.

As of December 31, 2023, milestone payment 1 was met resulting in the issuance

of 375,000 Class A Common Stock.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Acquisitions (Continued)

Acquisition of Callin Corp.

During the year ended December 31,

2023, the Company adjusted certain provisional amounts recognized at the acquisition date related to the finalization of the valuation

report and the income tax provision in the fourth quarter of 2023.

An adjustment was made to increase upfront share consideration by $ 143,716

as well as an increase to intangible assets and deferred tax liability of $ 1,594,000 and $ 398,654 , respectively.

The corresponding adjustment

was reflected in goodwill.

The acquired goodwill relates to Callin’s

workforce and synergies that are expected to be realized upon the integration of Callin’s technology with the Rumble platform.

synergies will include the ability to leverage the creator relationships that Rumble has secured to date and will allow for a greater

ability to establish brand recognition and monetization of the Callin platform in the future.

The goodwill is not expected to be deductible

for tax purposes.

Acquisition-related transaction costs

incurred by the Company for the year ended December 31, 2023 were $ 835,035 .

The acquired business contributed revenues of $ nil and net loss of

$ 1,269,185 post acquisition for the period ended December 31, 2023.

Acquisition of North River Project

On October 3, 2023, the Company acquired 100 % of the outstanding equity

are the probability of each contingency being met, and the share price on the Acquisition Date.

As of December 31, 2024, milestone payments

1 and 2 were met resulting in the issuance of 507,636 shares of Class A Common Stock and a cash payment of $ 149,605 .

the year ended December 31, 2023, the Company adjusted certain provisional amounts recognized at the acquisition date related to the

finalization of the valuation report and the income tax provision in the fourth quarter of 2023.

An adjustment was made to increase upfront

share consideration by $ 143,716 as well as an increase to intangible assets and deferred tax liability of $ 1,594,000 and $ 398,654 , respectively.

The corresponding adjustment was reflected in goodwill.

acquired goodwill relates to Callin’s workforce and synergies that are expected to be realized upon the integration of Callin’s

technology with the Rumble platform.

Such synergies will include the ability to leverage the creator relationships that Rumble has secured

to date and will allow for a greater ability to establish brand recognition and monetization of the Callin platform in the future.

goodwill is not expected to be deductible for tax purposes.

Acquisition-related

transaction costs incurred by the Company for the year ended December 31, 2023 were $ 835,035 .

acquired business contributed revenues of $ nil and net loss of $ 1,269,185 post acquisition for the period ended December 31, 2023.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of North River Project Inc.

(“North River”), for $ 10,000,000 Canadian Dollars ($ 7,293,000 US Dollars) in cash upfront and

future contingent cash payments of up to $ 10,000,000 Canadian Dollars.

The Company has determined that North River does not meet the definition

of a business and has accounted for the acquisition as an asset acquisition.

The contingent consideration contains two payments each consisting

of $ 5,000,000 Canadian Dollars upon the completion of feature development and integration of the acquired technology into the Company’s

existing software within a 5-year period.

The Company has elected to account for the contingent consideration at the point in time in

which the payments have been met.

As of December 31, 2023, none of the milestones have been achieved.

The Company acquired North River

for the purpose of acquiring certain developed software, developed technology, and an assembled workforce.

The Company allocated the consideration

On October 3, 2023, the Company acquired 100 % of the outstanding

equity of North River Project Inc.

("North River”), for $ 10,000,000 Canadian Dollars ($ 7,293,000 US Dollars) in cash

upfront and future contingent cash payments of up to $ 10,000,000 Canadian Dollars.

The Company has determined that North River does

not meet the definition of a business and has accounted for the acquisition as an asset acquisition.

The contingent consideration contains

two payments, each consisting of $ 5,000,000 Canadian Dollars upon the completion of feature development and integration of the acquired

technology into the Company’s existing software within a 5-year period.

The Company has elected to account for the contingent consideration

at the point in time in which the payments have been met.

During the year ended December 31, 2024, the contingent milestones were achieved

and consequently the Company made a total cash payment of $ 10,000,000 Canadian Dollars ($ 7,122,868 US Dollars) to the former

North River equity holders.

The Company acquired North River for the purpose of acquiring certain developed software, developed technology,

and an assembled workforce.

Company allocated the upfront consideration to the acquired assets based on their relative fair value on the date of acquisition as follows:

Software and technology

4 unchanged sentences

Total consideration

The acquired software and technology

was assigned a useful life of 5 years and the assembled workforce was assigned a useful life of 2 years.

The assets are recorded in intangible

assets, net on the Company’s consolidated balance sheets.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Revenue from Contracts with Customers

The following table presents revenues

disaggregated by type:

Company allocated both contingent payments to the acquired assets based on their relative fair value on the date the milestone was met

Software and technology

Assembled workforce

Deferred tax liability

( 2,009,015 )

Total consideration

additions were allocated to the cost basis of the acquired assets and the Company recognized a cumulative catch up on the amortization

expense in the amount of $ 1,921,750 during the year ended December 31, 2024.

acquired software and technology was assigned a useful life of 5 years and the assembled workforce was assigned a useful life of 2 years.

The assets are recorded in intangible assets, net on the Company’s consolidated balance sheets.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

from Contracts with Customers

following table presents revenues disaggregated by type:

For the year ended

Other services and cloud

Audience Monetization

Other Initiatives

Total revenues

The Company recognizes revenue either at a point in time, or over time,

depending upon the characteristics of the contract.

During the year ended December 31, 2023, revenue recognized at a point in time compared

to over time was $ 21,741,274 and $ 59,222,177 , respectively.

During the year ended December 31, 2022, revenue recognized at a point in

time compared to over time was $ 15,391,170 and $ 23,993,114 , respectively.

Deferred Revenue

Deferred revenue recorded at December

31, 2023 is expected to be fully recognized by December 31, 2024.

The deferred revenue balance as of December 31, 2023 was $ 7,003,891 .

The deferred revenue balance as of December 31, 2022 was $ 1,040,619 , of which $ 881,596 was recognized as revenues for the year ended December

The deferred revenue balance as of December 31, 2021 was $ 30,014 , of which $ 30,014 was recognized as revenues for the year ended

December 31, 2022.

Cash, Cash Equivalents, and Marketable Securities

Cash and cash equivalents as of December

31, 2023 and 2022 consist of the following:

Treasury bills and money market funds

$ 218,338,658

Company recognizes revenue either at a point in time or over time, depending upon the characteristics of the contract.

For the year ended

Point in time

Total revenues

revenue recorded at December 31, 2024 is expected to be fully recognized by December 31, 2025.

The deferred revenue balance as of December

31, 2024 was $ 12,812,984 .

The deferred revenue balance as of December 31, 2023 was $ 7,003,891 , of which $ 6,716,383 was recognized as

revenues for the year ended December 31, 2024.

The deferred revenue balance as of January 1, 2023 was $ 1,040,619 , of which $ 881,596 was

recognized as revenues for the year ended December 31, 2023.

Cash Equivalents, and Marketable Securities

and cash equivalents consist of the following:

As of December 31,

Contracted 2024 2023

Maturity Balance Balance

Cash Demand $ 7,344,275 $ 11,632,839

Treasury bills, money market funds, and term deposits Demand 106,674,625 206,705,819

$ 114,018,900 $ 218,338,658

Marketable securities consist of term

deposits of $ 1,135,200 as at December 31, 2023 (2022 – $ 1,100,000 ).

The Company did not have any long-term investments as at December

31, 2023 or 2022.

As of December 31, 2023, the Company

entered into a guarantee/ standby letter of credit in the amount of $ 1,362,500 which will be used towards the issuance of credit for running

the day-to-day business operations (2022 – $ 1,257,500 ).

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Property and Equipment

securities consist of term deposits of $ nil and $ 1,135,200 as of December 31, 2024 and 2023, respectively.

The Company did not have any

long-term investments as of December 31, 2024 or 2023.

of December 31, 2024 and 2023, the Company entered into a guarantee/ standby letter of credit in the amount of $ 1,362,500 which will

be used towards the issuance of credit for running the day-to-day business operations.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

and Equipment

As of December 31,

Computer hardware

5 unchanged sentences

Net carrying value

Depreciation expense on property and

equipment for the year ended December 31, 2023 was $ 3,267,920 (2022 – $ 987,014 ).

Right-of-Use Assets and Lease Liabilities

The Company leases several facilities

and data centers under non-cancelable operating leases.

These leases have original lease periods expiring between 2023 and 2027.

agreements generally do not contain any material residual value guarantees or material restrictive covenants.

expense on property and equipment for the years ended December 31, 2024 and 2023 was $ 5,296,024 and $ 3,267,920 , respectively.

Assets and Lease Liabilities

Company leases several facilities and data centers under non-cancelable operating leases.

These leases have original lease periods expiring

between 2025 and 2027.

The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.

As of December 31,

Right-of-use assets

Net book value

Operating lease costs for the year

ended December 31, 2023 were $ 848,849 (2022 – $ 564,842 ) and are included in general and administration expenses in the consolidated

statements of operations.

As of December 31, 2023, the weighted-average

remaining lease term and weighted-average incremental borrowing rate for the operating leases were 2.65 years and 7.52 %, respectively

(2022 – 3.26 years and 2.35 %).

The following shows the future minimum lease payments for the remaining

years under the lease arrangement as of December 31, 2023.

$ ( 2,356,822 )

$ ( 1,359,281 )

Net carrying value

lease costs for the years ended December 31, 2024 and 2023 were $ 1,175,186 and $ 848,849 , respectively.

These costs are included in general

and administrative expenses in the consolidated statements of operations.

balance sheet information related to the operating lease liabilities is as follows:

As of December 31,

Weighted-average remaining lease term 1.85 years 2.65 years

Weighted-average incremental borrowing rate 7.26 % 7.52 %

following shows the future minimum lease payments for the remaining years under the lease arrangement as of December 31, 2024:

imputed interest*

1 unchanged sentence

Long-term portion

* Imputed interest represents

the difference between undiscounted cash flows and cash flows

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Intangible Assets

interest represents the difference between undiscounted cash flows and cash flows

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

As of December 31,

Weighted- Average Remaining Useful Lives

Gross Carrying Amount

Accumulated Amortization

Gross Carrying Value Accumulated Amortization Net

Intellectual property 4.17 $ 461,663 $ ( 179,563 ) $ 282,100

Domain name 11.42 500,448 ( 120,089 ) 380,359

Brand 6.83 1,284,000 ( 408,769 ) 875,231

Software and technology 3.72 30,314,958 ( 8,063,413 ) 22,251,545

1 unchanged sentence

Assembled workforce 0.75 726,222 ( 453,889 ) 272,333

Carrying Amount

Accumulated Amortization

$ 39,873,642 $ ( 10,567,507 ) $ 29,306,135

As of December 31,

Weighted- Average Remaining Useful Lives

(in years) Gross

Value Accumulated Amortization Net

Intellectual property 4.74 $ 461,663 $ ( 101,023 ) $ 360,640

Domain name 12.42 500,448 ( 86,019 ) 414,429

Brand 7.83 1,284,000 ( 280,369 ) 1,003,631

Software and technology 4.68 20,894,389 ( 1,618,906 ) 19,275,483

Amortization expense related to intangible

assets for the year ended December 31, 2023 was $ 1,582,889 (2022 – $ 569,042 ).

For intangible assets held as of December

31, 2023, future amortization expense is as follows:

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Goodwill represents the excess of the

purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations.

following table summarizes the changes in the carrying amount of goodwill:

Balance, December 31, 2022

Balance, December 31, 2023

There was no impairment of goodwill for the years ended

December 31, 2023 and 2022.

The Company is subject to income tax

and Canada through its wholly owned subsidiary, Rumble Canada Inc.

Rumble Inc.’s federal statutory tax rate is 21 % (2022

The difference between the tax calculated

on income before income tax according to the statutory tax rate and the amount of the income tax included in the income tax expense is

reconciled as follows:

Internal software development 4.18 2,004,684 ( 116,854 ) 1,887,830

Assembled workforce 1.75 366,188 ( 45,773 ) 320,415

$ 25,511,372 $ ( 2,248,944 ) $ 23,262,428

expense related to intangible assets for the years ended December 31, 2024 and 2023 was $ 8,318,563 and $ 1,582,889 .

intangible assets held as of December 31, 2024, future amortization expense is as follows:

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired

in business combinations.

There were no changes in the carrying amount of goodwill.

Goodwill was $ 10,655,391 as of December 31,

2024 and 2023.

was no impairment of goodwill for the years ended December 31, 2024 and 2023.

The Company is subject to income tax in the U.S., and Canada through

its wholly owned subsidiary, Rumble Canada Inc.

Rumble Inc.'s federal statutory tax rate is 21.00 % for the years ended December 31, 2024

difference between the tax calculated on income before income tax according to the statutory tax rate and the amount of the income tax

included in the income tax expense was reconciled as follows:

For the year ended

Loss before income taxes

5 unchanged sentences

( 25,139,555 )

Non-deductible expenses

Change in the fair value of warrant liability

Non-deductible expenses and permanent adjustments

( 1,333,920 )

Share-based compensation

Change in the fair value of warrant liability

Change in the fair value of derivatives

Difference in jurisdictional tax rates

1 unchanged sentence

( 4,891,708 )

Tax restructuring

Tax rate differences and tax rate changes

( 1,244,376 )

Change in valuation allowance

1 unchanged sentence

$ ( 3,291,703 )

The Company recorded an income tax

benefit of $ 3,291,703 for the year ended December 31, 2023, which is primarily a result of a deferred tax liability created through the

acquisitions of Callin and North River and can be used to realize certain deferred tax assets against which we had previously recorded

a full valuation allowance.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Income Taxes (Continued)

Deferred Tax Assets (Liabilities)

Income tax benefit consists of the following:

For the year ended

Income tax benefit:

Domestic – U.S.

$ ( 2,009,015 )

$ ( 3,291,703 )

Foreign - Canada

$ ( 2,009,015 )

$ ( 3,291,703 )

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

Taxes (Continued)

Tax Assets (Liabilities)

As of December 31,

Deferred income tax assets:

Loss carryforwards

Tangible assets

Intangible assets

Share-based compensation

8 unchanged sentences

( 2,957,879 )

Intangible assets

( 3,208,381 )

Intangible assets

( 3,297,449 )

3 unchanged sentences

Net deferred income tax assets and liabilities

The Company has assessed the realizability

of the net deferred tax assets by considering the relevant positive and negative evidence available to determine whether it is more likely

than not that some portion or all of the deferred tax assets will be realized.

In making such a determination, the Company considered

all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable

income, tax planning strategies, and recent results of operations.

A significant piece of objective negative evidence evaluated was the

cumulative tax loss incurred by the Company over the three year period ended December 31, 2023.

Such objective evidence limits the ability

to consider other subjective evidence, such as projections for future growth.

After consideration of all these factors, the Company has

recorded a full valuation allowance against the net deferred tax assets.

As at December 31, 2023, a valuation

allowance has been taken against the net deferred tax assets of $ 45,273,417 (December 31, 2022 – $ 16,650,521 ).

Deferred income taxes have not been

recorded on the basis differences for investments in consolidated subsidiaries as these basis differences are indefinitely reinvested

or will reverse in a non-taxable manner.

Quantification of the deferred income tax liability, if any, associated with indefinitely reinvested

basis differences is not practicable.

As at December 31, 2023, the Company has US federal and state net loss

carryforwards of $ 78,563,194 (December 31, 2022 – $ 47,341,455 ) and Canadian federal and provincial non-capital loss carryforwards

of $ 107,580,614 (December 31, 2022 – $ 25,468,713 ).

The US federal losses can be carried forward indefinitely, generally, the state

losses can be carried forward 20 years.

The Canadian non-capital loss carry forwards expire between 2039 and 2043.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Income Taxes (Continued)

Utilization of net operating loss carryforwards

may be subject to limitations in the event of a change in ownership as defined under U.S.

IRC Section 382, and similar state provisions.

An “ownership change” is generally defined as a cumulative change in the ownership interest of significant stockholders of

more than 50 percentage points over a three-year period.

Company has assessed the realizability of the net deferred tax assets by considering the relevant positive and negative evidence available

to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

In making such

a determination, the Company considered all available positive and negative evidence, including future reversals of existing taxable

temporary differences, projected future taxable income, tax planning strategies, and recent results of operations.

A significant piece

of objective negative evidence evaluated was the cumulative tax loss incurred by the Company over the three-year period ended December

Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth.

consideration of all these factors, the Company has recorded a full valuation allowance against the net deferred tax assets.

income taxes have not been recorded on the basis differences for investments in consolidated subsidiaries as these basis differences

are indefinitely reinvested or will reverse in a non-taxable manner.

Quantification of the deferred income tax liability, if any, associated

with indefinitely reinvested basis differences is not practicable.

As of December 31, 2024 and 2023, the Company has U.S.

state net loss carryforwards of $ 104,527,154 and $ 78,563,194 , respectively, as well as Canadian federal and provincial non-capital loss

carryforwards of $ 154,084,556 and $ 107,580,614 , respectively.

federal losses can be carried forward indefinitely, generally,

the state losses can be carried forward 20 years.

The Canadian non-capital loss carryforwards expire between 2039 and 2044.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

Taxes (Continued)

of net operating loss carryforwards may be subject to limitations in the event of a change in ownership as defined under U.S.

382, and similar state provisions.

An "ownership change" is generally defined as a cumulative change in the ownership interest

of significant stockholders of more than 50 percentage points over a three-year period.

The Company experienced ownership change during

Such ownership change could

result in a limitation of the Company’s ability to reduce future income by net operating loss carryforwards.

A formal Section 382

study has not been prepared, so the exact effects of the ownership change are not known at this time.

The Company operates in a number of

tax jurisdictions and is subject to examination of its income tax returns by tax authorities in those jurisdictions who may challenge

any item on these returns.

The Company has accumulated loss carryforwards each year since inception in both the US and Canada which are

open to audit examination until such time that the year in which they are utilized becomes statute barred.

Because the tax matters challenged

by tax authorities are typically complex, the ultimate outcome of these challenges is uncertain.

The Company recognizes the effects of

uncertain tax positions in the consolidated financial statements after determining that it is more-likely-than-not the uncertain tax positions

will be sustained.

As of December 31, 2023, the Company has not recorded any uncertain tax positions, as well as any accrued interest

and penalties on the consolidated balance sheet.

During the year ended December 31, 2023, the Company did not record any interest and

penalties in the consolidated statement of operations.

Other Liability

The Company has received certain amounts

from a third party to assist with certain operating expenditures of the Company.

These amounts are to be repaid upon settlement of those

expenditures, are non-interest bearing, and have been treated as a long-term liability.

As of December 31, 2023, an amount of $ 500,000

related to these expenses was recorded in other liability (2022 – $ 500,000 ).

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Qualifying Transaction

On December 1, 2021, Legacy Rumble

entered into the Business Combination Agreement, which among other things, provided for the exchange of all of the issued and outstanding

shares of Legacy Rumble for the shares of Class A Common Stock and Class C Common Stock and exchangeable shares in a wholly-owned subsidiary

of CFVI, subject to adjustments and payable in accordance with the terms of the Business Combination Agreement.

On September 16, 2022 (the “Closing

Date”), pursuant to the terms of the Business Combination Agreement, Legacy Rumble and CFVI announced the completion of a transaction

whereby CFVI was renamed Rumble Inc and Legacy Rumble was renamed Rumble Canada Inc.

References herein to “CFVI” and “Legacy

Rumble” are to CFVI and Rumble Inc, respectively, prior to the consummation of the Qualifying Transaction, and references to the

“Company” or “Rumble” are to Rumble Inc following consummation of the Qualifying Transaction.

Consideration for the Qualifying Transaction

pursuant to the terms of the Business Combination Agreement, and in exchange for their respective shares of capital stock of Legacy Rumble,

was as follows:

● For each share of Legacy Rumble capital stock held by eligible electing Canadian shareholders of Legacy

Rumble (the “Electing Shareholders”), the Electing Shareholders received a number of exchangeable shares in 1000045728 Ontario

Inc., an indirect, wholly owned Canadian subsidiary of CFVI (“ExchangeCo”, and such shares, the “ExchangeCo Shares”)

equal to the quotient obtained by dividing the Price Per Company Share (as defined below) by $ 10.00 (the “Company Exchange Ratio”),

and such Electing Shareholders concurrently subscribed for nominal value for a corresponding number of shares of Class C common stock,

par value $ 0.0001 per share, of the Company (“Class C Common Stock”), a new class of voting, non-economic shares of common

stock of the Company created and issued in connection with the Qualifying Transaction.

This resulted in the issuance of 168,762,214 shares

of Class C Common Stock of the Company for a par value of $ 16,876 ;

● For each share of Legacy Rumble capital stock held by all other shareholders of Rumble (the “Non-Electing

Shareholders”, and collectively with the Electing Shareholders, the “Rumble Shareholders”), such Non-Electing Shareholder

received a number of shares of Class A common stock, par value $ 0.0001 per share, of the Company (“Class A Common Stock”)

equal to the Company Exchange Ratio.

This resulted in the issuance of 48,970,404 shares of Class A Common Stock of the Company for a par

value of $ 4,897 .

The “Arrangement Consideration”

means $ 3,186,384,663 , representing the sum of $ 3,150,000,000 , plus the cash and cash equivalents balance held by Legacy Rumble as of the

date of the Qualifying Transaction (net of outstanding indebtedness), plus the aggregate exercise price of all outstanding options to

purchase Legacy Rumble stock.

The “Price Per Company Share” is obtained by dividing (i) the Arrangement Consideration by (ii)

the number of outstanding shares of capital stock of Legacy Rumble (calculated on a fully diluted basis in accordance with the Business

Combination Agreement).

The Company Exchange Ratio was determined to be 24.5713 :

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Qualifying Transaction (Continued)

In addition, under the Business Combination

● All outstanding options to purchase shares of Legacy Rumble capital stock were exchanged for options (“Exchanged

Company Options”) to purchase (a) a number of shares of Class A Common Stock (“Base Option Shares”) equal to the product

(rounded down to the nearest whole number) of (i) the number of shares of Legacy Rumble capital stock subject to such options and (ii)

the Option Exchange Ratio (as defined below), and (b) a fraction of a share of Class A Common Stock with respect to each Base Option Share

equal to the Option Earnout Fraction (as defined below) (such fractional shares, “Tandem Option Earnout Shares”).

The aggregate

purchase price per Base Option Share together with the related fraction of the Tandem Option Earnout Share equals (i) the exercise price

of such Legacy Rumble stock options divided by (ii) the Option Exchange Ratio (rounded up to the nearest whole cent);

● The outstanding warrant to purchase shares of Legacy Rumble capital stock was exchanged for a number of

shares of Class A Common Stock equal to the product (rounded down to the nearest whole number) of the number of shares of Rumble capital

stock subject to the warrant and the Company Exchange Ratio.

This resulted in the issuance of 14,153,048 shares of Class A Common Stock

of the Company for a par value of $ 731,281 .

“Option Earnout Fraction”

means the difference between (i) the Company Exchange Ratio divided by the Option Exchange Ratio minus (ii) 1.00 .

“Option Exchange

Ratio” means the quotient obtained by dividing (x) by (y), where:

(x) is the quotient, expressed as a dollar number, obtained by

dividing (i) the sum of (a) $ 2,136,384,663 , representing the sum of $ 2,100,000,000 plus the cash and cash equivalents balance held by

Legacy Rumble as of the date of the Qualifying Transaction (net of debt), plus the aggregate exercise price of all outstanding options

to purchase shares of Legacy Rumble capital stock, by (ii) the number of outstanding shares of Legacy Rumble capital stock (calculated

on a fully diluted basis in accordance with the Business Combination Agreement);

and (y) $ 10.00 .

In addition, for an aggregate purchase

price of $ 1,000,000 , upon the closing of the Qualifying Transaction and pursuant to a subscription agreement entered into between Christopher

Pavlovski, Legacy Rumble’s CEO and founder (“Mr.

Pavlovski”) and CFVI, the Company issued and sold to Mr.

a number of shares of Class D common stock, par value $ 0.0001 per share, of the Company (“Class D Common Stock”), a new class

of non-economic shares of common stock of the Company carrying the right to 11.2663 votes per share created and issued in connecting with

the Qualifying Transaction, such that, taking into account the shares of Class A Common Stock and Class C Common Stock issued to Mr.

at the closing of the Qualifying Transaction, Mr.

Pavlovski has approximately 85 % of the voting power of the Company on a fully diluted

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Qualifying Transaction (Continued)

The Company also issued, as of the

date of the closing of the Qualifying Transaction, 1,875,000 shares of Class A Common Stock (par value $ 188 ) in connection with the forward

purchase contract.

Further, upon the closing of the Qualifying

Transaction, the Company consummated a private investment in public equity (“PIPE”) via the issuance of 8,300,000 shares of

Class A Common Stock (par value $ 0.0001 per share) for aggregate proceeds of $ 83,000,000 .

While CFVI was the legal acquirer of

Legacy Rumble, Legacy Rumble was identified as the acquirer for accounting purposes.

The Qualifying Transaction is accounted for as a

reverse recapitalization in accordance with U.S.

Under this method of accounting, CFVI is treated as the acquired company for financial

reporting purposes and Legacy Rumble is treated as the acquiror.

This determination is primarily based on the facts that subsequent to

the Qualifying Transaction, the Legacy Rumble shareholders hold a majority of the voting rights in the combined company (Rumble or the

Company), Legacy Rumble will collectively hold voting power giving them the right to appoint the majority of the directors in Rumble,

Legacy Rumble comprises all of the ongoing operations of the combined company, Legacy Rumble comprises all of the senior management of

the combined company, and Legacy Rumble is significantly larger than CFVI in terms of revenue, total assets (excluding cash) and employees.

Accordingly, for accounting purposes, the Qualifying Transaction was treated as the equivalent of Legacy Rumble issuing shares for the

net assets of CFVI, accompanied by a recapitalization.

The net assets of CFVI were stated

at historical costs.

No goodwill or other intangible assets were recorded.

Operations prior to the Qualifying Transaction are those of

Legacy Rumble.

In connection with the Qualifying Transaction,

the Company received $ 399,807,596 in gross proceeds.

The number of shares of the Company’s

common stock outstanding immediately following the consummation of the Qualifying Transaction was:

CFVI Public Shareholders

Sponsor Related Parties and Other Holders of Founder’s Shares

Rumble Shareholders

PIPE Investors

Closing shares

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Qualifying Transaction (Continued)

Details of the Qualifying Transaction

are summarized as follows:

Fair value of shares issued by Rumble

$ 353,039,304

Net assets acquired:

$ 300,797,018

Prepaid expenses

Accounts payable, accruals, and other liabilities

Warrant liability

( 29,625,500 )

FPA liability

( 8,362,419 )

PIPE escrow proceeds

Sponsor FPA proceeds

Class D Common Stock proceeds

Shares repurchase of Class C Common Stock

( 11,000,000 )

$ 350,774,020

Excess fair value over net assets acquired – listing fee

The excess fair value over net assets

acquired was recorded as a reduction to additional paid-in capital.

Additionally, the Company incurred transaction costs of $ 54,091,750 ,

consisting of banking, legal, and other professional fees.

The transaction costs were recorded as a reduction to additional paid-in capital

in accordance with Staff Accounting Bulletin Topic 5.A.

During the year ended December 31,

2022, there was a change in ownership structure of the subsidiaries within the Company.

Rumble Inc purchased Locals Technology Inc.

Rumble USA Inc.

from Rumble Canada Inc on October 19, 2022 and December 31, 2022, respectively.

There is no change in the group structure

of the Company due to this change in ownership.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Shareholders’ Equity

The Company is authorized to issue

1,000,000,000 shares, consisting of:

(i) 700,000,000 shares of Class A Common Stock with a par value of $ 0.0001 per share;

(ii) 170,000,000 shares of Class C Common Stock with a par value

Such ownership change could result in a limitation of the Company's ability to reduce future income by net operating loss carryforwards.

A formal Section 382 study has not been prepared, so the exact effects of the ownership change are not known at this time.

Company operates in a number of tax jurisdictions and is subject to examination of its income tax returns by tax authorities in those

jurisdictions who may challenge any item on these returns.

Because the tax matters challenged by tax authorities are typically complex,

the ultimate outcome of these challenges is uncertain.

The Company recognizes the effects of uncertain tax positions in the consolidated

financial statements after determining that it is more-likely-than-not the uncertain tax positions will be sustained.

As of December

31, 2024, the Company has not recorded any uncertain tax positions, as well as any accrued interest and penalties on the consolidated

balance sheet.

During the year ended December 31, 2024, the Company did not record any interest and penalties in the consolidated statement

of operations.

December 20, 2024, the Company announced that it had entered into a definitive agreement (the “Transaction Agreement”) for

a strategic investment of $ 775 million (the “Transaction”) from Tether Investments Limited (n/k/a Tether Investments S.A.

de C.V.) (“Tether”) in exchange for 103,333,333 shares of Class A Common Stock.

The Class A Common Stock has a par value

of $ 0.0001 per share.

(iii) 110,000,000 shares of Class D Common Stock with a par value of $ 0.0001 per share;

(iv) 20,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

The following shares of common

stock are issued and outstanding at:

The purchase price of the Class A Common Stock in the Transaction was $ 7.50 per share.

The Transaction Agreement requires the

Company to commence a tender offer to purchase up to 70,000,000 shares of the Company’s Class A Common Stock using proceeds from

the Transaction, which the Company did subsequent to year end.

See Note 21 for further details.

As contemplated by the Transaction Agreement,

the Company executed support agreements with certain members of key management to provide a backstop to the anticipated tender offer and

ensure 70,000,000 shares would be tendered and available for repurchase when the Transaction closes.

Under the Transaction Agreement, there

is the possibility that the Company issues either 103,333,333 shares of Class A Common Stock in one or two closings, or issues 66,666,667

shares of Class A Common Stock in one closing if the tender offer is not successfully consummated by April 30, 2025.

The Company is accounting for the Transaction and support agreement

as one unit of account which meets the definition of a derivative.

As a result, the Company initially recorded a gain upon recognition

of a derivative asset of $ 9,200,000 and subsequently recorded the derivative at fair value resulting in a liability of $ 184,699,998 at

December 31, 2024 and a change in fair value of the derivative of $ 184,699,998 during the year ended December 31, 2024.

See Note 17 for

further details.

As of December 31, 2024, the Transaction

had not been funded.

The Transaction was completed on February 7, 2025.

See Note 21 for further details.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

Company has received certain amounts from a third party to assist with certain operating expenditures of the Company.

These amounts are

to be repaid upon settlement of those expenditures, are non-interest bearing, and have been treated as a long-term liability.

of $ 500,000 related to these expenses was recorded in other liability as of December 31, 2024 and 2023.

Shareholders’

(Deficit) Equity

Company is authorized to issue 1,000,000,000 shares, consisting of:

(i) 700,000,000

shares of Class A Common Stock with a par value of $ 0.0001 per share;

(ii) 170,000,000

shares of Class C Common Stock with a par value of $ 0.0001 per share;

(iii) 110,000,000

shares of Class D Common Stock with a par value of $ 0.0001 per share;

(iv) 20,000,000

shares of preferred stock with a par value of $ 0.0001 per share.

following shares of common stock are issued and outstanding at:

As of December 31,

Class A Common Stock

Class C Common Stock

Class C Common Stock (and its corresponding ExchangeCo Share)

Class D Common Stock

Class A Common Stock

The Company is authorized to issue

700,000,000 shares with a par value of $ 0.0001 per share.

Issued and outstanding

The holders of shares of Class A Common

Stock are entitled to one vote for each share of Class A Common Stock held at any meeting of shareholders of the Company.

of Class A Common Stock are entitled to receive dividends and other distributions declared or paid by the Company.

The holders of Class

A Common Stock are entitled to receive the remaining property of the Company upon liquidation, dissolution, or winding-up, whether voluntary

or involuntary, and any other distribution of assets of the Company among its shareholders for the purpose of winding-up of its affairs

subject to the rights of the preferred shares.

Balance December 31, 2022

Issuance of Class A Common Stock in connection with Callin acquisition

Issuance of Class A Common Stock upon vesting of stock awards, net share settlement on restricted stock units

Issuance of Class A Common Stock in exchange for Class C Common Shares

Holdback of Class A Common Stock for the repayment of domain name loan in connection with the acquisition of Locals Technology Inc.

Balance December 31, 2023

A Common Stock

Company is authorized to issue 700,000,000 shares with a par value of $ 0.0001 per share.

and outstanding

holders of shares of Class A Common Stock are entitled to one vote for each share of Class A Common Stock held at any meeting of shareholders

of the Company.

The holders of Class A Common Stock are entitled to receive dividends and other distributions declared or paid by the

The holders of Class A Common Stock are entitled to receive the remaining property of the Company upon liquidation, dissolution,

or winding-up, whether voluntary or involuntary, and any other distribution of assets of the Company among its shareholders for the purpose

of winding-up of its affairs subject to the rights of the preferred shares.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

(Expressed in

For the years ended December 31, 2024 and 2023

Shareholders’ Equity (Continued)

Shareholders’ (Deficit) Equity (Continued)

Class A Common Stock (Continued)

Balance December 31, 2023

Issuance of Class A Common Stock in connection with Callin acquisition

Issuance of Class A Common Stock upon exercise of stock options and warrants, as well as vesting of restricted stock units, net of share settlement

Issuance of Class A Common Stock in exchange for Class C Common Shares (and corresponding ExchangeCo Share)

Balance December 31, 2024

Former holders of the Legacy Rumble’s

common shares are eligible to receive up to an aggregate of 105,000,000 additional shares of the Company’s Class A Common Stock,

of which 76,412,604 shares are currently held in escrow and 28,587,396 shares will be issued when the contingency is met.

Similarly, the

Sponsor’s common shares are eligible to receive up to an aggregate of 1,973,750 additional shares of the Company’s Class A

Common Stock and will be issued when the contingency is met.

The holders are eligible to the shares if the closing price of the Company’s

Class A Common Stock is greater than or equal to $ 15.00 and $ 17.50 , respectively (with 50 % released at each target, or if the latter target

is reached first, 100 %) for a period of 20 trading days during any 30 trading-day period.

The term will expire September 16, 2027.

there is a change in control prior to September 16, 2027 resulting in a per share price equal to or in excess of the $15.00 and $17.50

share price milestones not previously met, then the Company shall issue the earnout shares to the holders.

of which 76,412,604 shares are currently held in escrow and 28,587,396 shares will become issuable under options when the contingency

Similarly, the Sponsor’s common shares are eligible to receive up to an aggregate of 1,963,750 additional shares of the

Company’s Class A Common Stock and will be issued when the contingency is met.

The holders are eligible to the shares if the closing

price of the Company’s Class A Common Stock is greater than or equal to $ 15.00 and $ 17.50 , respectively (with 50 % released at each

target, or if the latter target is reached first, 100 %) for a period of 20 trading days during any 30 trading-day period.

The term will

expire September 16, 2027 .

If there is a change in control prior to September 16, 2027 resulting in a per share price equal to or in excess

of the $ 15.00 and $ 17.50 share price milestones not previously met, then the Company shall issue the earnout shares to the holders.

Balance December 31, 2022

Issuance of Class A Common Stock in exchange for Legacy Rumble Class A and B common shares

Issuance of Class A Common Stock in exchange for Legacy Rumble warrants

Issuance of Class A and B Common Stock in connection with the Qualifying Transaction

Issuance of Class A Common Stock in exchange for CFVI Class B common shares

Issuance of Class A Common Stock in connection with public shares

Issuance of Class A Common Stock in connection with Callin acquisition

Issuance of Class A Common Stock upon vesting of stock awards, net of share settlement

Issuance of Class A Common Stock in exchange for Class C Common Shares (and corresponding ExchangeCo Share)

Holdback of Class A Common Stock for the repayment of domain name loan in connection with the acquisition of Locals Technology Inc.

Balance December 31, 2023

On September 16, 2022, in connection

with the Qualifying Transaction, the following transactions occurred with regards to Class A Common Stock:

● All Legacy Rumble shares and warrants held by Non-Electing Shareholders were exchanged for 48,970,404

and 14,153,048 shares of Class A Common Stock, respectively.

● CFVI Units in connection with the CFVI Placement Units and FPA were exchanged for 700,000 and 1,875,000

shares of Class A Common Stock, respectively.

● The Company issued 8,300,000 Class A Common Stock through the PIPE.

● CFVI Class B Common Stock were exchanged for 7,500,000 shares of Class A Common Stock.

● CFVI Units in connection with the Offering were exchanged for 29,969,311 shares of Class A Common Stock.

Class C Common Stock

Class C Common Stock (and corresponding

ExchangeCo Share)

The Company is authorized to issue

9 unchanged sentences

Notes to the Consolidated Financial Statements

(Expressed in U.S.

(Expressed in

For the years ended December 31, 2024 and 2023

Shareholders’ Equity (Continued)

Class C Common Stock (Continued)

Shareholders’ (Deficit) Equity (Continued)

Class C Common Stock (and corresponding

ExchangeCo Share) (Continued)

The Company’s indirect, wholly

owned Canadian subsidiary 1000045728 Ontario Inc.

("ExchangeCo”) has 165,153,621 exchangeable shares ("ExchangeCo Shares”)

outstanding at December 31, 2024 that are exchangeable at any time by the holder on a one-to-one basis into Class A Common Stock.

ExchangeCo Shares are entitled to any dividends that are declared on Class A Common Stock and participate in liquidation on the same basis

as the holders of Class A Common Stock.

Each ExchangeCo Share is issued "in tandem” with one share of Class C Common Stock.

At the time an ExchangeCo Share is exchanged by the holder, the Company will issue one share of Class A Common Stock and the ExchangeCo

Share and corresponding Class C Common Stock are cancelled.

The ExchangeCo Share and the related share of Class C Common Stock cannot

be separated.

The Company views each ExchangeCo Share and its corresponding share of Class C Common Stock as one unit of account that

is economically similar to a share of Class A Common Stock.

(and corresponding

ExchangeCo Share)

Balance December 31, 2023

Issuance of Class A Common Stock in exchange for Class C Common Shares

( 2,308,593 )

Issuance of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share)

Balance December 31, 2024

During the year ended December 31,

2023, Electing Shareholders exchanged (on a 1-for-1 basis) their ExchangeCo Shares for shares of Class A Common Stock.

In connection with

the exchange, an equivalent number of Class C Common Stock held by the Electing Shareholders was cancelled.

(and corresponding

ExchangeCo Share)

Balance December 31, 2022

Issuance of C Common Stock in exchange for Legacy Rumble Class A and B common shares

Repurchase of Class C Common Stock in the Key Individual Subscription Agreement

Issuance of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share)

( 2,308,593 )

Balance December 31, 2023

On September 16, 2022, in connection

with the Qualifying Transaction, the following transactions occurred with regards to Class C Common Stock:

● All issued and outstanding Legacy Rumble shares (including Legacy Rumble warrants) held by Electing Shareholders

were exchanged for 168,762,214 shares of Class C Common Stock using the Company Exchange Ratio of 24.5713 :

1.0000 pursuant to the Business

Combination Agreement.

● Concurrently with the Qualifying Transaction on September 16, 2022, the Company entered into a share repurchase

agreement with Mr.

Upon closing of the Qualifying Transaction, the Company repurchased shares of 1,100,000 Class C Common Stock

for a total purchase price of $ 11,000,000 .

Of the $ 11,000,000 of proceeds, Mr.

Pavlovski reinvested $ 1,000,000 to pay the purchase price

for the Company’s Class D Common Stock.

Class D Common Stock

8 unchanged sentences

of its affairs subject to the rights of the preferred shares and Class A Common Stock.

The number of Class D Common Stock

was 105,782,403 as of December 31, 2024 and 2023.

There were no changes in Class D Common Stock during the years ended December 31, 2024

Notes to the Consolidated Financial Statements

(Expressed in U.S.

(Expressed in

For the years ended December 31, 2024 and 2023

Shareholders’ Equity (Continued)

Class D Common Stock (Continued)

Balance December 31, 2021

Issuance of Class D Common Stock in the Key Individual Subscription Agreement

Balance December 31, 2022 and 2023

For an aggregate price of $ 1,000,000 ,

upon closing of the Qualifying Transaction, the Company issued and sold to Mr.

Pavlovski 105,782,403 shares of the Company’s Class

D Common Stock.

Share-Based Compensation Expense

17 unchanged sentences

The Company initially reserved 27,121,733 shares of Common Stock for issuance under the Stock Incentive Plan, subject

to a ten-year an evergreen feature.

to a ten-year evergreen feature.

As of December 31, 2024, there

were 35,459,606 shares of Class A Common Stock reserved for future issuance under the Stock Incentive Plan.

2024 Employee Stock

Purchase Plan

The Rumble Inc.

2024 Employee Stock

Purchase Plan (the "Employee Stock Purchase Plan”) was approved by the board of directors and the stockholders of the Company,

and became effective on March 26, 2024.

The Company initially reserved 1,500,000 shares of Common Stock for issuance under the Employee

Stock Purchase Plan.

As of December 31, 2024, there

were 1,500,000 shares of Class A Common Stock reserved for future issuance under the Employee Stock Purchase Plan.

Share-based compensation expenses are

summarized as follows:

For the year ended

Restricted stock units

1 unchanged sentence

Rights to contingent consideration

Restricted Stock Units

The fair value of the restricted stock

units with market conditions was determined using a Monte Carlo simulation methodology that included simulating the stock price using

a risk-neutral Geometric Brownian Motion-based pricing model.

The following table reflects the assumptions made:

Notes to the Consolidated Financial Statements

(Expressed in U.S.

(Expressed in

For the years ended December 31, 2024 and 2023

1 unchanged sentence

Restricted Stock Units

For the year ended

$ 5.95 -$ 7.24

Risk-free interest rate

4.08 %- 5.03 %

Expected life

Dividend rate

The following table reflects the continuity

of unvested restricted stock units (“RSUs”) transactions:

Weighted Average Grant Date

Service Conditions

Outstanding, December 31, 2023

( 1,482,328 )

Forfeited/ Cancelled

Outstanding, December 31, 2024

The total unrecognized compensation

cost for the RSUs issued is $ 12,613,413 which is expected to be recognized over a weighted-average period of 1.63 years.

Market Conditions

Outstanding, December 31, 2023

Forfeited/ Cancelled

Outstanding, December 31, 2024

As of December 31, 2024, the Company

has RSUs outstanding that have market based vesting conditions if the closing price of the Company’s Class A Common Stock is greater

than or equal to a specified price for a period of 20 trading days during any 30 trading-day period.

The following table reflects additional

information related to RSUs activity:

As of December 31,

Service Conditions Market Conditions

Unrecognized compensation cost $ 10,761,780 $ 1,168,832

Weighted average service period for unrecognized compensation cost 1.20 years 1.00 years

Grant date fair value of RSUs $ 18,351,768 $ 1,676,276

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2024 and 2023

Share-Based Compensation Expense (Continued)

Stock Options

The fair value of the options was determined

using either a Black-Scholes option pricing model or a Monte Carlo simulation methodology that included simulating the stock price using

a risk-neutral Geometric Brownian Motion-based pricing model.

The fair value of the stock options

was determined using either a Black-Scholes option pricing model or a Monte Carlo simulation methodology that included simulating the

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

The following table reflects the assumptions made:

For the year ended

$ 5.61 -$ 7.13

5 unchanged sentences

3.81 %- 4.35 %

3.42 %- 4.94 %

Expected life

Dividend rate

The Company estimated the

volatility by reference to comparable companies that are publicly traded.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Share-Based Compensation Expense (Continued)

Stock Options (Continued)

The following table reflects

1 unchanged sentence

Service Conditions

Weighted Average Exercise

Weighted Average Remaining

Contractual Term (in years)

Number Weighted Average

Exercise Price Weighted

Term (in years)

Outstanding, December 31, 2023 65,004,839 $ 0.58

Granted 4,546,270 6.39

Exercised ( 1,696,138 ) 0.36

Forfeited/ Cancelled ( 5,569,399 ) 5.07

Outstanding, December 31, 2024 62,285,572 $ 0.80 14.91

1 unchanged sentence

Performance Conditions

Weighted Average Exercise

Weighted Average Remaining

Contract Term (in years)

Number Weighted Average

Exercise Price Weighted Average

Remaining Contract

Term (in years)

Outstanding, December 31, 2023 358,249 $ 9.42

Granted 580,139 7.13

Forfeited ( 358,249 ) 9.42

Outstanding, December 31, 2024 580,139 $ 7.13 9.91

Vested and exercisable, December 31, 2024 -

The aggregate intrinsic value of stock options is calculated as the

difference between the exercise price of the stock options and the fair value of the Company’s Class A Common Stock for those stock

options that had exercise prices lower than the fair value of the Company’s Class A Common Stock.

As of December 31, 2023, the aggregate

intrinsic value of options outstanding was $ 255,088,661 and the aggregate intrinsic value of the options vested and exercisable was $ 254,992,826 .

The total unrecognized compensation

cost for options with a service only condition and options with a performance condition as of December 31, 2023 was $ 24,586,179 and $ 3,000,000 ,

respectively.

For the options with a service only condition, the cost is expected to be recognized over a weighted average period of 1.72

As of December 31, 2023, the Company has 2,592,616 stock options outstanding

included within the service condition awards that have market based vesting conditions if the closing price of the Company’s Class

A Common Stock is greater than or equal to $ 15.00 and $ 17.50 , respectively (with 50 % released at each target, or if the latter target

is reached first, 100 %) for a period of 20 trading days during any 30 trading-day period.

The aggregate intrinsic value of stock

options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class

A Common Stock for those stock options that had exercise prices lower than the fair value of the Company’s Class A Common Stock.

As of December 31, 2024, the aggregate intrinsic value of options outstanding was $ 763,899,856 and the aggregate intrinsic value of the

options vested and exercisable was $ 731,532,991 .

Notes to the Consolidated Financial Statements

(Expressed in U.S.

(Expressed in

For the years ended December 31, 2024 and 2023

1 unchanged sentence

Stock Options (Continued)

The following table reflects additional

information related to options activity:

As of December 31,

Service Conditions Performance Conditions

Unrecognized compensation cost $ 18,925,713 $ 2,453,988

Weighted average service period for unrecognized compensation cost 2.43 years -

Grant date fair value of options $ 0.52 $ 4.23

As of December 31, 2024, the Company

1 unchanged sentence

the Company has not recognized the related expense in the consolidated statement of operations.

The weighted average grant date fair

value of the outstanding options with a service only condition and options with a performance condition as of December 31, 2023 was $ 1.11

and $ 8.37 , respectively.

Rights to Contingent Consideration

16 unchanged sentences

Total fair value of rights

During the year ended December 31,

2023, share-based compensation expense of $ 2,478,040 was recognized in the consolidated statement of operations related to the rights

to contingent consideration (2022 – $ nil ).

As of December 31, 2023, there was

$ 2,169,365 and $ 1,240,239 of total unrecognized compensation cost related to rights with a service only condition, and rights with a performance

condition, respectively.

That cost is expected to be recognized over a weighted average period of 1.20 and 1.33 years, respectively.

Share-based compensation expense related

to the rights to contingent consideration of $ 835,712 and $ 2,478,040 was recognized in the consolidated statement of operations during

the years ended December 31, 2024 and 2023, respectively.

As discussed in Note 3, certain milestones

were met during the year ended December 31, 2024.

As a result, 145,049 shares of Class A Common Stock were issued and $ 2,284,085 of cash

was paid to settle the rights to contingent consideration.

Additionally, retention payment 2 was not met resulting in a reversal of $ 1,105,393

in share-based compensation expense.

As of December 31, 2024, there were

no unrecognized compensation cost related to rights with a service only condition.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

(Expressed in

For the years ended December 31, 2024 and 2023

Loss per Share

Basic loss per share is computed by

dividing net loss attributable to the Company by the weighted-average number of Class A and Class C Common Stock issued and outstanding,

excluding those held in escrow as these are contingently issuable shares and have been excluded from the calculation during the year ended

December 31, 2023, and 2022.

Shares of Class D Common Stock do not share in earnings and not participating securities (i.e., non-economic

shares) and therefore, have been excluded from the calculation of weighted-average number of shares outstanding.

As noted in Note 13, when taken together,

an ExchangeCo Share and a share of Class C Common Stock are economically similar to a share of Class A Common Stock.

As a result, the

Company computed basic loss per share by dividing net loss attributable to the Company by the weighted-average number of Class A and ExchangeCo

Shares issued and outstanding, excluding those held in escrow as these are contingently issuable shares and have been excluded from the

calculation during the year ended December 31, 2024, and 2023.

Shares of Class D Common Stock do not share in earnings and not participating

securities (i.e., non-economic shares) and therefore, have been excluded from the calculation of weighted-average number of shares outstanding.

Diluted loss per share is computed

6 unchanged sentences

other service arrangements.

The majority of commitments will be paid over three years commencing in 2024.

The majority of commitments will be paid over two years commencing in 2025.

Legal Proceedings

18 unchanged sentences

As of December 31, 2024 and 2023, there were no material indemnification claims that were probable or reasonably

As of December 31, 2023, Rumble had

received notification of several claims:

1) a lawsuit against the Company and one of its shareholders seeking a variety of relief including

rescission of a share redemption sale agreement with the Company or damages alleged to be worth $ 419.0 million;

2) a patent infringement

lawsuit against the Company, which later settled without any payment to the plaintiff;

and 3) two putative class action lawsuits alleging

violations of the Video Privacy Protection Act, one of which was dismissed voluntarily, the other of which was dismissed by a federal

district court, then voluntarily dismissed on appeal without any exchange of consideration.

As of December 31, 2024, Rumble was

defending a lawsuit against the Company and one of its shareholders seeking a variety of relief including rescission of a share redemption

sale agreement with the Company or damages alleged to be worth $ 419.0 million.

The Company is defending the claims

1 unchanged sentence

Notes to the Consolidated Financial Statements

(Expressed in U.S.

(Expressed in

For the years ended December 31, 2024 and 2023

4 unchanged sentences

Marketable Securities

Derivative Liability

Contingent Consideration

December 31, 2023

Recognized in the Callin acquisition

Change in fair value

Settlement by issuance of shares

( 1,404,753 )

Reclassification to equity

( 1,334,516 )

Reclassification to accounts payable and accrued liabilities

Sales and maturities of marketable securities

( 1,135,200 )

Recognition of a derivative asset

( 9,200,000 )

Change in fair value

December 31, 2024

Consideration

$ 184,699,998

Warrant Liability

Marketable Securities

Contingent Consideration

December 31, 2022

Issued term deposits

Issued in the Qualifying Transaction

Recognized in the Callin acquisition

Change in fair value

( 2,365,895 )

( 1,922,381 )

December 31, 2023

2 unchanged sentences

As of December 31,

2023, the number of warrants outstanding and weighted-average exercise price were 8,050,000 warrants and $ 11.50 , respectively (December

31, 2022 – 8,050,000 and $ 11.50 ).

The warrants are exercisable and will expire on September 16, 2027, or earlier upon redemption

or liquidation.

All warrants are publicly traded.

2024 and 2023, the number of warrants outstanding was 8,046,076 and 8,050,000 , respectively, with a weighted-average exercise price of

The warrants are exercisable and will expire on September 16, 2027, or earlier upon redemption or liquidation.

All warrants are

publicly traded.

Derivative liability

The derivative liability relates to the net new shares from the Tether

Refer to Note 11.

The derivative has been valued using the Monte Carlo simulation methodology that included simulating the

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

The key inputs used in the model include:

Valuation Date

Number of shares

Expected term (months)

Risk-free interest rate

Expected volatility

Contingent consideration

The contingent consideration liability

arose during the year from the Callin acquisition, refer to Note 3 for additional details.

The decrease in fair value during the year

is attributable to changes in the Company’s stock price.

arose in May 2023 from the Callin acquisition.

Refer to Note 3.

The increase in fair value during the year is attributable to changes

in the Company’s stock price and the increased probability of each contingency being met.

On May 15, 2024, the contingent consideration

liability was derecognized.

One of the contingent payments was settled through the issuance of shares and the remaining contingent payment

was reclassified to equity and accounts payable.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

(Expressed in

For the years ended December 31, 2024 and 2023

12 unchanged sentences

in the event of default by its customers.

Accounts receivables are recorded at the invoiced amount, do not bear interest, and do not require

For the year ended December 31, 2023, one customer accounted for $ 36,973,000 or 46 % of revenue (2022 – $ 17,686,000 or

As of December 31, 2023, one customer accounted for 35 % of accounts receivable (2022 – 66 %), which has been collected in the

month of January 2024.

Accounts receivables are recorded at the invoiced amount, do not bear interest, and do not

require collateral.

For the years ended December 31, 2024 and 2023, one customer accounted for $ 14,927,000 and $ 36,973,000 or 16 % and

46 % of revenue, respectively.

As of December 31, 2024, no single customer represented 10% or more of total accounts receivable.

December 31, 2023, one customer accounted for 35 % of accounts receivable.

Related Party Transactions

1 unchanged sentence

include directors, shareholders and key management.

Compensation to related parties totaled

$ 13,008,425 for the year ended December 31, 2023 (2022 – $ 7,060,916 ), of which the Company paid share-based compensation to key

management amounting to $ 8,046,363 (2022 – $ 1,569,754 ).

Compensation to related parties

totaled $ 14,063,586 and $ 13,008,425 for the years ended December 31, 2024 and 2023, respectively.

Of the total compensation, the

Company paid share-based compensation to key management amounting to $ 9,837,559 and $ 8,046,363 for the years ended December

31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, accounts receivable from key management personnel were $ 727,903 and

$ nil , respectively.

The Company has a vendor relationship

5 unchanged sentences

The Company incurred related

party expenses for these services of $ 2,849,600 during the year ended December 31, 2023 (2022 – $ 1,692,960 ).

As of October 25, 2021, the Company

was owed $ 390,000 from related parties pursuant to a loan carrying an interest rate of 0.19 % per annum.

The loan was originally incurred

in connection with the purchase of a Company subsidiary’s domain name.

During the year ended December 31, 2023, the outstanding

loan was repaid in full through the holdback and surrender of 26,731 shares of Class A Common Stock which the borrower was otherwise entitled

party expenses for these services of $ 3,382,267 and $ 2,849,600 during the year ended December 31, 2024 and 2023, respectively.

payable and accrued liabilities for personnel services was $ 249,545 and $ 276,018 as of December 31, 2024 and 2023, respectively.

As discussed in Note 11, on December 20, 2024 the Company entered into

support agreements with related parties to ensure that 70,000,000 shares of Class A Common Stock would be tendered and available for purchase

if there were insufficient shares tendered by the public to satisfy the tender requirements in the Tether Agreement.

There were no other related party transactions

during these periods.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and December 31, 2022

Segment Information

Disclosure requirements about segments

of an enterprise establish standards for reporting information regarding operating segments in annual financial statements.

These requirements

include presenting selected information for each segment.

Operating segments are identified as components of an enterprise for which separate

discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding how to

allocate resources and assess performance.

The Company’s chief decision-maker is its chief executive officer.

The Company and its

chief decision-maker view the Company’s operations and manage its business as one operating segment.

The following presents the revenue by geographic

Notes to the Consolidated Financial

For the years ended December 31, 2024 and 2023

Segment and Geographic Information

The Company operates as one operating segment.

The Company’s

chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on a consolidated

basis to make decisions regarding how to allocate resources and assess performance.

The CODM assesses performance and decides how to allocate

resources based on net loss and is reported on the consolidated statements of operations as consolidated net loss.

The CODM does not evaluate

operating segments using asset information.

The following presents selected

financial information with respect to the Company’s single operating segment:

For the year ended

Programming and content

$ 120,071,966

$ 129,520,159

Other cost of services

General and administrative

Research and development

Sales and marketing

Acquisition-related transaction costs

Amortization and depreciation

Changes in fair value of contingent consideration

( 1,922,381 )

Total expenses

Loss from operations

( 130,853,571 )

( 135,547,012 )

Interest income

Other expense

Changes in fair value of warrant liability

( 32,694,697 )

Changes in fair value of derivative

( 184,699,998 )

Loss before income taxes

( 340,371,794 )

( 119,712,165 )

Income tax benefit

$ ( 338,362,779 )

$ ( 116,420,462 )

Notes to the Consolidated Financial

For the years ended December 31, 2024 and 2023

Segment and Geographic Information (Continued)

The following presents revenue

by geographic region:

For the year ended

United States

1 unchanged sentence

Long-lived assets consists of property and equipment, net, and are shown below:

As of December 31,

United States

Subsequent Events

In accordance with ASC 855, the Company’s

management reviewed all material events through March 27 th , 2024, and there were no material subsequent events other than those

disclosed above.

As previously announced in November 2024,

the Company’s Board of Directors has approved a corporate treasury diversification strategy of allocating a portion of the Company’s

cash reserves to Bitcoin.

This move emphasizes Rumble's belief in Bitcoin as a valuable tool for strategic planning and is designed to

accelerate the Company's expansion into cryptocurrency.

Rumble's Bitcoin allocation strategy will include purchases, at the discretion

of the company, of up to $ 20 million.

Subsequent to year end, the Company has purchased approximately $ 17 million in Bitcoin.

On January 3, 2025, as required by the Tether Arrangement discussed in Note 11, the Company commenced a self-tender

offer to purchase up to 70,000,000 of its issued and outstanding shares of Class A Common Stock.

On February 7, 2025, the Company closed

its strategic investment with from Tether by issuing 103,333,333 shares of Class A Common Stock at a price of $ 7.50 per share to Tether

for $ 775 million in gross proceeds, and on the same date, repurchasing 70,000,000 shares of Class A Common Stock under the self-tender,

totaling $ 525 million, excluding fees and expenses related to the tender, resulting in a net new issuance of 33,333,333 shares of Class

A Common Stock.

Of the 70,000,000 shares of Class A Common Stock repurchased, 69,938,983 were tendered by related parties with whom the

Company had executed support agreements.

To satisfy the conditions under the support agreements, 20,783,200 vested stock options were

exercised for $ 1,395,932 and 41,463,151 shares of Class C Common Stock (and its corresponding ExchangeCo Share) were exchanged for Class

A Common Stock.

In accordance with ASC 855, the

Company’s management reviewed all material events through March 25, 2025, and there were no material subsequent events other than

those disclosed above.

Changes in and Disagreements With Accountants on Accounting

1 unchanged sentence

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 8. Financial Statements and Supplementary Data