RUMBW filing — read by section

Item 1A. Risk Factors

Item
1A. Risk Factors 
 
 Risks
and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements
contained in this Form 10-K and other public statements we make are described below. Investors in our securities should carefully consider
these risk factors, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking
Statements,” together with all of the other information included in this Form 10-K and in our other filings with the SEC. The occurrence
of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances,
may adversely affect our ability to realize the anticipated benefits of the Business Combination, and may have an adverse effect on our
business, cash flows, financial condition and results of operations. We may face additional risks and uncertainties that are not presently
known to us, or that we currently deem immaterial, which may also impair our business, cash flows, financial condition and results of
operations. The following discussion should be read in conjunction with our condensed consolidated financial statements, which are included
in Part II of this Form 10-K. 
 
 Summary
of Risk Factors 
 
 The
following summarizes risks and uncertainties that could adversely affect our business, cash flows, financial condition and results of
operations. You should read this summary together with the detailed description of each risk factor contained in this section. Such risks
and uncertainties include, but are not limited to: 
 
 ● weakened
 global economic conditions, including the effects of heightened inflation, may affect our
 business and operating results; 

 ● our
 limited operating history makes it difficult to evaluate our business and prospects; 

 ● we
 may not continue to grow or maintain our active user base, and may not be able to achieve
 or maintain profitability; 

 ● we
 may fail to maintain adequate operational and financial resources; 

 ● we
 may be unsuccessful in attracting new users to our mobile and connected TV offerings; 

 ● our
 traffic growth, engagement, and monetization depend upon effective operation within and compatibility
 with operating systems, networks, devices, web browsers and standards, including mobile operating
 systems, networks, and standards that we do not control; 

 ● 
 our business depends on continued and unimpeded access to our content and services on the internet. If we or those who engage with our content experience disruptions in internet service, or if internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers; 

 ● we
 face significant market competition, and if we are unable to compete effectively with our
 competitors for traffic and advertising spend, our business and operating results could be
 harmed; 

 ● changes
 to our existing content and services could fail to attract traffic and advertisers or fail
 to generate revenue; 

 ● we
 derive a material portion of our revenue from advertising and its relationships with a small
 number of key advertising networks and advertisers, the loss of which could materially harm
 our results of operations; 

 ● 
 we depend on third-party vendors, including internet service providers, advertising networks, and data centers, to provide core services; 

 ● new
 technologies have been developed that are able to block certain online advertisements or
 impair our ability to serve advertising, which could harm our operating results; 

 ● if
 our users do not continue to contribute content or their contributions are not perceived
 as valuable to other users, we may experience a decline in user growth, retention, and engagement
 on Rumble, Locals or RAC, which could result in the loss of advertisers and revenue; 

 9 

 ● we
 have offered and intend to continue to offer incentives, including economic incentives, to
 content creators to join our platform, and these arrangements often involve fixed payment
 obligations that are not contingent on actual revenue or performance metrics generated by
 the applicable content creator but rather are typically based on our modeled financial projections
 for that creator, which if not satisfied may adversely impact our financial performance,
 results of operations and liquidity; 

 ● we
 are subject to cybersecurity risks and interruptions or failures in our information technology
 systems and as we grow and gain recognition, we will likely need to expend additional resources
 to enhance our protection from such risks. Notwithstanding our efforts, a cyber incident
 could occur and result in information theft, data corruption, operational disruption and/or
 financial loss; 

 ● 
 spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators; 

 ● our
 management team has limited experience managing a public company; 

 ● we
 collect, store, and process large amounts of user video content and personal information
 of our users and subscribers. If our security measures are breached, our sites and applications
 may be perceived as not being secure, traffic and advertisers may curtail or stop viewing
 our content or using our services, our business and operating results could be harmed, and
 we could face legal claims from users and subscribers; 

 ● we
 may fail to comply with applicable privacy laws; 

 ● we
 may be found to have infringed on the intellectual property of others, which could expose
 us to substantial losses or restrict our operations; 

 ● we
 may face liability for hosting a variety of tortious or unlawful materials uploaded by third
 parties, notwithstanding the liability protections of Section 230; 

 ● the
 incentives that we offer to certain content creators may lead to liability based on the actions
 of those creators; 

 ● changes
 in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of
 new U.S. or international tax legislation, or exposure to additional tax liabilities may
 adversely impact our financial results; 

 ● compliance
 obligations imposed by new privacy laws, laws regulating social media platforms and online
 speech in the U.S. and Canada, or industry practices may adversely affect our business; 

 ● we
 may face negative publicity for removing, or declining to remove, certain content, regardless
 of whether such content violated any law; 

 ● our
 Chief Executive Officer (“CEO”) will have control over key decision making as
 a result of his control of a majority of the voting power of our outstanding capital stock; 

 ● our
 CEO may be incentivized to focus on the short-term share price as a result of his interest
 in shares placed in escrow and subject to forfeiture pursuant to the terms of the Business
 Combination Agreement; 

 ● we
 have incurred and will incur significant increased expenses and administrative burdens as
 a public company, which could have an adverse effect on our business, financial condition
 and results of operations; and 

 ● substantial
 future sales of our Class A Common Stock by the selling holders named in our recent S-1 registration
 statement, including by holders subject to lock-up agreements after the expiration of those
 agreements, could cause the market price of our Class A Common Stock to decline. 

 Risks
Relating to Our Business 
 
 Weakened
global economic conditions, including the effects of heightened inflation, may affect our business and operating results. 
 
 Our
overall performance depends in part on worldwide economic conditions. Global financial developments and downturns seemingly unrelated
to us or our industry may negatively affect us. The U.S. and other key international economies have been affected from time to time by
falling demand for a variety of goods and services, restricted credit, reduced liquidity, reduced corporate profitability, weak economic
growth, volatility in credit, equity and foreign exchange markets, bankruptcies, inflation and overall uncertainty with respect to the
economy. Weak economic conditions or the perception thereof, or significant uncertainty regarding the stability of financial markets
related to stock market volatility, inflation, recession, changes in governmental fiscal, monetary and tax policies, among others, could
adversely impact our business and operating results. 
 
 More
recently, inflation rates in the U.S. have been higher than in previous years, which may result in reduced consumer confidence and discretionary
spending, decreased demand by advertisers for our products and services, increases in our labor and other operating costs, constrained
credit and liquidity, reduced government spending and volatility in financial markets. The Federal Reserve has raised, and may again
raise, interest rates in response to concerns over inflation risk. Increases in interest rates on credit and debt that would increase
the cost of any borrowing that we may make from time to time and could impact our ability to access the capital markets. Increases in
interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect of further
increasing economic uncertainty and heightening these risks. In an inflationary environment, we may be unable to increase our revenues
at or above the rate at which our costs increase, which could negatively impact our operating margins and could have a material adverse
effect on our business and operating results. In such an environment, in which we also face significant competition from larger and well-capitalized
competitors, we may experience rising costs to secure the services of top content creators. We also may experience lower than expected
advertising sales and potential adverse impacts on our competitive position if there is a decrease in consumer spending. 
 
 10 

 Our
limited operating history makes it difficult to evaluate our business and prospects. 
 
 We
have a limited operating history, which makes it difficult to evaluate our businesses and prospects or forecast our future results. We
are subject to the same risks and uncertainties frequently encountered by companies in rapidly evolving markets. Our financial results
in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including: 
 
 ● our
 ability to maintain and grow traffic, content uploads, and engagement; 

 ● changes
 made to social media and other platforms, or changes in the patterns of use of those channels
 by users; 

 ● our
 ability to attract and retain advertisers in a particular period; 

 ● the
 number of ads shown to our traffic; 

 ● the
 pricing of our advertising products; 

 ● the
 diversification and growth of revenue sources beyond current advertising products; 

 ● the
 development and introduction of new content, products, or services by us or our competitors; 

 ● increases
 in marketing, sales, and other operating expenses that we may incur to grow and expand our
 operations and to remain competitive; 

 ● our
 reliance on key vendor relationships, including our relationship with Cosmic Inc. and Kosmik
 Development Skopje doo (“Cosmic”) to provide content moderation and software
 development services, and dependence on a small number of customer relationships; 

 ● legislation
 in Canada, the European Union, or other jurisdictions that forces us to change our content
 moderation policies and practices or make our platforms unavailable in those jurisdictions; 

 ● our
 ability to maintain gross margins and operating margins; and 

 ● system
 failures or breaches of security or privacy. 

 We
may not continue to grow or maintain our active user base, may not be able to achieve or maintain profitability and may not be able to
scale our systems, technology, or infrastructure effectively or grow our business at the same or similar rate as other comparable companies. 
 
 While
our key performance metrics, including MAUs and minutes watched per month, have grown in recent periods, this growth rate may not be
sustainable and should not be considered indicative of future levels of active viewers and future performance. In addition, Rumble may
not realize sufficient revenue to achieve or, if achieved, maintain profitability. As we grow our business, our revenue growth rates
may slow or reverse in future periods due to several reasons, which may include slowing demand for our service, increasing competition,
a decrease in the growth of our overall market, an inability to scale our systems, technology or infrastructure effectively, and the
failure to capitalize on growth opportunities or the maturation of our business. We may incur losses in the future for several reasons,
including insufficient growth in the level of engagement, a failure to retain its existing level of engagement, increasing competition,
the failure to continue to attract content creators with large followings, the payment of fixed payment obligations to content creators
who join our platform that turn out to be unprofitable over the term of the applicable contract as a result of actual performance that
does not meet our original modeled financial projections for that creator, as well as other risks described in these “ Risk Factors ,”
and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown factors. We expect to continue to
make investments in the development and expansion of our business, which may not result in increased or sufficient revenue or growth,
including relative to other comparable companies, as a result of which we may not be able to achieve or maintain profitability. 
 
 If
we fail to maintain adequate operational and financial resources, particularly if we continue to grow rapidly, we may be unable to execute
our business plan or maintain high levels of service and customer satisfaction. 
 
 We
have experienced, and expect to continue to experience, rapid growth, which has placed, and may continue to place, significant demands
on our management and our operational and financial resources. Our organizational structure is becoming more complex as we scale our
operational, financial, and management controls, as well as our reporting systems and procedures, and expand internationally. As we continue
to grow, we face challenges of integrating, developing, training, and motivating a rapidly growing employee base in our various offices
in multiple jurisdictions and navigating a complex multinational regulatory landscape. If we fail to manage our anticipated growth and
change in a manner that preserves the functionality of our platforms and solutions, the quality of our products and services may suffer,
which could negatively affect our brand and reputation and harm our ability to attract customers. 
 
 11 

 To
manage growth in our operations and personnel, we will need to continue to grow and improve our operational, financial, and management
controls and our reporting systems and procedures. We will require significant capital expenditures and the allocation of valuable management
resources to grow and change in these areas. Our expansion has placed, and our expected future growth will continue to place, a significant
drain on our management, customer experience, research and development, sales and marketing, administrative, financial, and other resources. 
 
 We
anticipate that significant additional investments will be required to scale our operations and increase productivity, to address the
needs of our customers, to further develop and enhance our products and services, to expand into new geographic areas and to scale with
our overall growth. If additional investments are required due to significant growth, this will increase our cost base, which will make
it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term. 
 
 Users
are increasingly using mobile devices and connected TV apps to access content within digital media and adjacent businesses, and if we
are unsuccessful in attracting new users to our mobile and connected TV offerings and expanding the capabilities of our content and other
offerings with respect to our mobile and connected TV platforms, our business could be adversely affected. 
 
 Our
future success depends in part on the continued growth in the use of our mobile apps and platforms by our users. The use of mobile technology
may not continue to grow at historical rates, users may not continue to use mobile technology to access digital media and adjacent businesses,
and monetization rates for content on mobile devices and connected TV apps may be lower than monetization rates on traditional desktop
platforms. Further, mobile devices may not be accepted as a viable long-term platform for several reasons, including actual or perceived
lack of security of information and possible disruptions of service or connectivity. In addition, traffic on our mobile platforms may
not continue to grow if we do not continue to innovate and introduce enhanced products on such platforms, or if users believe that our
competitors offer superior mobile products. The growth of traffic on our mobile products may also slow or decline if our mobile applications
are no longer compatible with operating systems such as iOS, Android, Windows or the devices they support. If use of our mobile platforms
does not continue to grow, our business and operating results could be harmed. 
 
 Our
traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks,
devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control. 
 
 We
make our content available across a variety of operating systems and through websites. We are dependent on the compatibility of our content
with popular devices, streaming tools, desktop and mobile operating systems, connected TV systems, web browsers that we do not control,
such as Mac OS, Windows, Android, iOS, Chrome and Firefox, and mobile application stores, such as Apple’s App Store and the Google
Play Store. Any changes in such systems, devices or web browsers that degrade the functionality of our content or give preferential treatment
to competitive content could adversely affect usage of our content. 
 
 12 

 A
significant portion of our traffic accesses our content and services through mobile devices and, as a result, our ability to grow traffic,
engagement and advertising revenue is increasingly dependent on our ability to generate revenue from content viewed and engaged with
on mobile devices. A key element of our strategy is focusing on mobile apps and connected TV apps, and we expect to continue to devote
significant resources to the creation and support of developing new and innovative mobile and connected TV products, services and apps.
We are dependent on the interoperability of our content and our apps with popular mobile operating systems, streaming tools, networks
and standards that we do not control, such as the Android and iOS operating systems. We also depend on the availability of the Rumble
app on mobile app stores, such as Apple’s App Store and the Google Play Store, and if our access to such stores is limited or terminated,
regardless of the legitimacy of the stated reasons, our ability to reach users through our mobile app will be negatively impacted. We
may not be successful in maintaining or developing relationships with key participants in the mobile and connected TV industries or in
developing content that operates effectively with these technologies, systems, tools, networks, or standards. Any changes in such systems,
or changes in our relationships with mobile operating system partners, handset and connected TV manufacturers, or mobile carriers, or
in their terms of service or policies that reduce or eliminate our ability to distribute and monetize our content, impair access to our
content by blocking access through mobile devices, make it hard to readily discover, install, update or access our content and apps on
mobile devices and connected TVs, limit the effectiveness of advertisements, give preferential treatment to competitive, or their own,
content or apps, limit our ability to measure the effectiveness of branded content, or charge fees related to the distribution of our
content or apps could adversely affect the consumption and monetization of our content on mobile devices. Additionally, if the number
of platforms for which we develop our product expands, it will result in an increase in our operating expenses. In the event that it
is more difficult to access our content or use our apps and services, particularly on mobile devices and connected TVs, or if our users
choose not to access our content or use our apps on their mobile devices and connected TVs or choose to use mobile products or connected
TVs that do not offer access to our content or our apps, or if the preferences of our traffic require us to increase the number of platforms
on which our product is made available to our traffic, our traffic growth, engagement, ad targeting and monetization could be harmed
and our business and operating results could be adversely affected. 
 
 Our business depends on continued and unimpeded
access to our content and services on the internet. If we or those who engage with our content experience disruptions in internet service,
or if internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional
expenses and the loss of traffic and advertisers. 
 
 Our products and services depend on the ability of users to access
our content and services on the internet. Currently, this access is provided by companies that have significant market power in the broadband
and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned
service providers. Laws or regulations that adversely affect the growth, popularity or use of the internet, including changes to laws
or regulations impacting internet neutrality, could decrease the demand for our products or offerings, increase our operating costs, require
us to alter the manner in which we conduct our business and/or otherwise adversely affect our business. We could experience discriminatory
or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business.
For example, paid prioritization could enable internet service providers, or ISPs, to impose higher fees and otherwise adversely impact
our business. Internationally, government regulation concerning the internet, and in particular, network neutrality, may be developing
or may not exist at all. Within such an environment, without network neutrality regulations, we could experience discriminatory or anti-competitive
practices that could impede both our and our customers’ domestic and international growth, increase our costs or adversely affect
our business.
 
 13 

 We
face significant market competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend,
our business and operating results could be harmed. 
 
 Competition
for traffic and engagement with our content, products and services is intense. We compete against many companies to attract and engage
traffic, including companies that have greater financial resources and larger user bases, and companies that offer a variety of internet
and mobile device-based content, products and services. As a result, our competitors may acquire and engage traffic at the expense of
the growth or engagement of our traffic, which would negatively affect our business. We believe that our ability to compete effectively
for traffic depends upon many factors both within and beyond our control, including: 
 
 ● the
 popularity, usefulness and reliability of our content compared to that of our competitors; 

 ● the
 timing and market acceptance of our content; 

 ● the
 continued expansion and adoption of our content; 

 ● our
 ability, and the ability of our competitors, to develop new content and enhancements to existing
 content; 

 ● our
 ability, and the ability of our competitors, to attract, develop and retain influencers and
 creative talent; 

 ● the
 frequency, relative prominence and appeal of the advertising displayed by us or our competitors; 

 ● public
 perceptions about the predominance of certain political viewpoints on our platform, regardless
 of whether those perceptions are accurate; 

 ● changes
 mandated by, or that we elect to make to address, legislation, regulatory constraints or
 litigation, including settlements and consent decrees, some of which may have a disproportionate
 impact on us; 

 ● our
 ability to attract, retain and motivate talented employees; 

 ● the
 costs of developing and procuring new content, relative to those of our competitors; 

 ● acquisitions
 or consolidation within our industry, which may result in more formidable competitors; and 

 ● our
 reputation and brand strength relative to our competitors. 

 We
also face significant competition for advertiser spend. We compete against online and mobile businesses and traditional media outlets,
such as television, radio and print, for advertising budgets. In determining whether to buy advertising, our advertisers will consider
the demand for our content, demographics of our traffic, advertising rates, results observed by advertisers, and alternative advertising
options. The increasing number of digital media options available, through social networking tools and news aggregation websites, has
expanded consumer choice significantly, resulting in traffic fragmentation and increased competition for advertising. In addition, some
of our larger competitors have substantially broader content, product or service offerings and leverage their relationships based on
other products or services to gain additional share of advertising budgets. We will need to continue to innovate and improve the monetization
capabilities of our websites and our mobile products in order to remain competitive. We believe that our ability to compete effectively
for advertiser spend depends upon many factors both within and beyond our control, including: 
 
 ● the
 size and composition of our user base relative to those of our competitors; 

 ● our
 ad targeting capabilities, and those of our competitors; 

 ● our
 ability, and the ability of our competitors, to adapt our respective models to the increasing
 power and significance of influencers to the advertising community; 

 ● the
 timing and market acceptance of our advertising content and advertising products, and those
 of our competitors; 

 ● our
 marketing and selling efforts, and those of our competitors; 

 ● public
 perceptions about the predominance of certain political viewpoints on our platform, regardless
 of whether those perceptions are accurate; 

 ● the
 pricing for our advertising products and services relative to those of our competitors; 

 ● the
 return our advertisers receive from our advertising products and services, and those of our
 competitors; and 

 ● our
 reputation and the strength of our brand relative to our competitors. 

 14 

 Changes
to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue. 
 
 We
may introduce significant changes to our existing content. The success of our new content depends substantially on consumer tastes and
preferences that change in often unpredictable ways. If this new content fails to engage traffic and advertisers, we may fail to generate
sufficient revenue or operating profit to justify our investments, and our business and operating results could be adversely affected.
In addition, we have launched and expect to continue to launch strategic initiatives, which do not directly generate revenue but which
we believe will enhance our attractiveness to traffic and advertisers. In the future, we may invest in new content, products, services,
and initiatives to generate revenue, but there is no guarantee these approaches will be successful or that the costs associated with
these efforts will not exceed the revenue generated. If our strategic initiatives do not enhance our ability to monetize our existing
content or enable us to develop new approaches to monetization, we may not be able to maintain or grow our revenue or recover any associated
development costs and our operating results could be adversely affected. 
 
 We
derive a material portion of our revenue from advertisers and their relationships with a small number of key advertising networks and
other advertisers, the loss of which could materially harm our results of operations. 
 
 A
material portion of our revenue is generated from a small number of advertisers. External advertising networks and other advertising
partners, including publishers that are a part of our advertising network and key sponsors of host-read advertisements, may not continue
to do business with us, or they may reduce the prices they are willing to pay to advertise with us, if we do not deliver ads in an effective
manner, or if they do not believe that their investment in advertising with Rumble will generate a competitive return relative to alternatives.
If our relationship with any third-party advertiser terminates for any reason, or if the commercial terms of our relationships are changed
or do not continue to be renewed on favorable terms, we would need to secure and integrate new advertising partners or expand the use
of our own advertising platform, which could negatively impact its revenues and profitability. 
 
 We
depend on third-party vendors, including internet service providers and data centers, to provide core services. 
 
 Although
we are building our own technical infrastructure, we depend on third-party vendors, including internet service providers and data centers
to, among other things, provide customer support, develop software, host videos uploaded by our users, transcode videos (compressing
a video file and converting it into a standard format optimized for streaming), stream videos to viewers, and process payments. These
vendors provide certain critical services to our technical infrastructure that are time-consuming and costly for us to develop independently.
Outages in those services would materially affect our video services and our ability to provide cloud services. Outages may expose us
to having to offer credits to subscribers, loss of subscribers, and reputational damage. We are unlikely to be able to fully offset these
losses with any credits we might receive from our vendors. 
 
 Technologies
that enable blocking of certain online advertisements or impair our ability to serve advertising, which could harm our operating results. 
 
 Newly
developed technologies could block or obscure the display of or targeting of our content. For example, in June 2020, Apple announced
plans to require applications using its mobile operating systems to obtain an end-user’s permission to track them or access their
device’s advertising identifier for advertising and advertising measurement purposes, as well as other restrictions that could
adversely affect our ability to serve advertising, which could harm our operating results. Additionally, some providers of consumer mobile
devices and web browsers have implemented, or announced plans to implement, means to make it easier for internet users to prevent the
placement of cookies or to block other tracking technologies, which could, if widely adopted, result in the use of third-party cookies
and other methods of online tracking becoming significantly less effective and have a significant impact on our ability to monetize our
user base. 
 
 15 

 Our
future business activities in the cloud services space may revolve around a small number of key third-party service providers and a small
number of customer relationships, the disruption of which could harm our operating results. 
 
 In
order to build our cloud services offerings, we have entered into agreements with certain third-party service providers. The success
of our future business activities in the cloud services space may depend upon such existing third-party providers, some of whom may compete
with us in other lines of business. If our existing third-party service agreements terminate for any reason, or if the commercial terms
of such agreements are changed or do not continue to be renewed on favorable terms, we would need to enter into new third-party service
agreements, which could negatively impact our revenues, ability to attract future cloud services customers, public reputation, and profitability. 
 
 In
addition, our initial cloud service offerings revolve around a small number of customer relationships, including our relationship with
the Trump Media & Technology Group. If we fail to deliver our product to the desired specifications of these initial customers, or
if these initial customers terminate their cloud services agreements for any reason, future customers may doubt our ability to offer
cloud services, which would negatively impact our revenues, public reputation, and profitability. 
 
 The
loss of key personnel, or failure to attract and retain other highly qualified personnel in the future, could harm our business. 
 
 Our
success depends upon our ability to attract and retain our senior officers and to attract and retain additional qualified personnel in
the future. The loss of services of members of our senior management team and the uncertain transition of new members of our senior management
team may strain our ability to execute our strategic initiatives, or make it more difficult to retain customers, attract or maintain
our capital support, or meet other needs of our business. We may incur significant costs to attract and retain qualified personnel, and
we may lose new employees to our competitors before we realize the benefit of our investment in recruiting them. If we fail to attract
new personnel or if we suffer increases in costs or business operations interruptions as a result of a labor dispute, or fail to retain
and motivate our current personnel, we might not be able to operate our business effectively or efficiently, serve our customers properly
or maintain the quality of our content and services. We do not maintain key person life insurance policies with respect to our employees. 
 
 If
our users do not continue to contribute content or their contributions are not perceived as valuable to other users, we may experience
a decline in user growth, retention, and engagement on Rumble, Locals or RAC, which could result in the loss of advertisers and revenue. 
 
 Our
success depends on our ability to provide Rumble users with engaging content, which in part depends on the content contributed by our
users. If users, including influential users, do not continue to contribute engaging content to Rumble, our user growth, retention, and
engagement may decline. That, in turn, may impair our ability to maintain good relationships with our advertisers or to attract new advertisers,
which may seriously harm our business and operating results. 
 
 The
loss of a material portion of our existing content creators, or our failure to recruit new providers, may materially harm our business
and results of operations. 
 
 We
rely on our existing content creators, and on the recruiting of new content creators. The loss of a material portion of our existing
content creators could result in material harm to our business and results of operations. In the recent past, our ability to recruit
and maintain content creators may have been in part due to trends in American politics, where certain commentators have sought a neutral
internet platform. A change in such trends, including possible changes to competing platforms’ moderation policies that make those
platforms more hospitable to a diverse range of viewpoints, could result in the loss of existing content creators or a failure to recruit
new providers, which may materially harm our business and results of operations. Additionally, as we expand into international markets,
we may fail to recruit new content creators in those markets, limiting our appeal to international audiences. 
 
 16 

 We
have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and
these arrangements often involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated
by the applicable content creator but rather are typically based on our modeled financial projections for that creator, which if not
satisfied may adversely impact our financial performance, results of operations and liquidity. 
 
 Our
user base and user engagement growth are directly driven by the content available on our platform. We recently on-boarded several top
content creators onto our platform which has enabled our significant consumption growth. Our goal is to attract even more top creators
to our platform, further accelerating our platform’s growth, and we have offered and intend to continue to offer incentives, including
economic incentives, to content creators to join our platform. These incentives have included and may continue to include equity grants
or cash payments, including arrangements under which we may agree to pay fixed compensation to a content creator (in certain cases, for
multiple years) irrespective of whether the actual revenue or user growth generated by the applicable content creator on our platform
meets our original modeled financial projections for that creator. To the extent our revenue and/or user growth assumptions associated
with any such creator does not meet our expectations, our financial performance, results of operations and liquidity may be negative
impacted, since the failure to achieve these expectations is not expected to reduce our fixed payment obligations to any such creator. 
 
 Our
recent and rapid growth may not be indicative of future performance. 
 
 The
growth we experienced between late 2020 and 2022 may be partly or largely attributable to increased demand for online video due to social
distancing undertaken in response to the COVID-19 pandemic and interest in news and politics during the U.S. election cycles in 2020
and 2022. If, when the COVID-19 pandemic ends or if there is less interest in news and politics during future election cycles, then the
growth rates that we achieved between late 2020 and early 2022 may not be indicative of growth rates in future periods. 
 
 We
have made, and may in the future make, acquisitions, and such acquisitions could disrupt our operations, and may have an adverse effect
on our operating results. 
 
 In
order to expand our business, we have made acquisitions and may continue making similar acquisitions and possibly larger acquisitions
as part of our growth strategy. The success of our future growth strategy will depend on our ability to identify, negotiate, complete
and integrate acquisitions and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions. Acquisitions
are inherently risky, and any acquisitions we complete may not be successful. Our past acquisitions and any mergers and acquisitions
that we may undertake in the future involve numerous risks, including, but not limited to, the following: 
 
 ● difficulties
 in integrating and managing the operations, personnel, systems, technologies, and products
 of the companies we acquire; 

 ● diversion
 of our management’s attention from normal daily operations of our business; 

 ● our
 inability to maintain the key business relationships and the reputations of the acquired
 businesses; 

 ● uncertainty
 of entry into markets in which we have limited or no prior experience; 

 ● costs
 related to acquired operations and continuing support and development of acquired products; 

 ● businesses
 that we acquire may have greater-than-expected liabilities for which we become responsible; 

 ● potential
 impairment of goodwill and intangible assets related to the acquired businesses; 

 ● adverse
 tax consequences associated with acquisitions; 

 ● changes
 accounting for our acquisitions under U.S. generally accepted accounting principles
 (“U.S. GAAP”), including arrangements that we assume from an acquisition; 

 ● potential
 negative perceptions of our acquisitions by customers, financial markets or investors; 

 ● failure
 to obtain required approvals from governmental authorities under antitrust laws on a timely
 basis, if at all, which could, among other things, delay or prevent us from completing a
 transaction, or otherwise restrict our ability to realize the expected goals of an acquisition; 

 ● potential
 loss of key employees of the companies we acquire; 

 ● potential
 security vulnerabilities in acquired products that expose us to additional security risks
 or delay our ability to integrate the product into our service offerings; 

 ● difficulties
 in applying security standards for acquired technology consistent with our other services; 

 ● ineffective
 or inadequate controls, procedures and policies at the acquired company; 

 ● inadequate
 protection of acquired intellectual property rights; and 

 ● potential
 failure to achieve the expected benefits on a timely basis or at all. 

 17 

 Additionally,
acquisitions or asset purchases made entirely or partially for cash may reduce our cash reserves or require us to incur additional debt
under our credit agreements or otherwise. We may seek to obtain additional cash to fund an acquisition by selling equity or debt securities.
We may be unable to secure the equity or debt funding necessary to finance future acquisitions on terms that are acceptable to us. If
we finance acquisitions by issuing equity or convertible debt securities, our existing stockholders will experience ownership dilution.
The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition
or cash flows, particularly in the case of a larger acquisition or substantially concurrent acquisitions. 
 
 We
are subject to cybersecurity risks and interruptions or failures in our information technology systems. Notwithstanding our efforts,
a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss. 
 
 We
rely on sophisticated information technology systems and infrastructure to support our business. At the same time, cyber incidents, including
deliberate attacks, are prevalent and have increased, including due to the possibility that the ongoing military conflict in Ukraine
could result in increased cyber-attacks or cybersecurity incidents by state actors or others. Our technologies, systems and networks
and those of our vendors, suppliers and other business partners may become the target of cyberattacks or information security breaches
that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information,
or other disruption of business operations. In addition, certain cyber incidents, such as surveillance or vulnerabilities in widely used
open source software, may remain undetected for an extended period. Our systems for protecting against cybersecurity risks may not be
sufficient. Like most major social media platforms, Rumble is routinely targeted by cyberattacks that can result in interruptions to
our services. We have observed an increase in such attacks as our reach expands and we expects these attacks to continue in the future.
As the sophistication of cyber incidents continues to evolve, we are and will likely continue to be required to expend additional resources
to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents. Additionally,
any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, usage errors by employees,
computer viruses, cyber-attacks or other security breaches or similar events. The failure of any of our information technology systems
may cause disruptions in our operations, which could adversely affect our revenues and profitability, and lead to claims related to the
disruption of our services from users of the Rumble platform, advertisers, and customers of our cloud services. 
 
 Spam activity, including inauthentic and fraudulent
user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators. 
 
 Like other major social media platforms, spam activity, including inauthentic
and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators,
including reporting of MAUs by our third-party analytics provider. We also use paid advertising in order to attract users to our platform;
however, we cannot be certain that all or substantially all activity that results from such advertising is genuine. Real or perceived
inaccuracies in such metrics may harm our reputation and negatively affect our business. We continually seek to improve our ability to
estimate the total number of spam-generated users and eliminate them from the calculation of our MAUs; however, we will not succeed in
identifying and removing all spam.
 
 Our
management team has limited experience managing a public company, which exposes us to additional risks, including the risk that we cannot
enhance, maintain, and adhere to our internal controls and procedures. 
 
 Some
members of our management team have limited experience managing a publicly traded company, interacting with public company investors,
and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently
manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the
federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will
require significant attention from our senior management and could divert their attention away from the day-to-day management of
our business, which could harm our business, results of operations, and financial condition. 
 
 18 

 Additionally,
as a public company, we are subject to significant requirements for enhanced financial reporting and internal controls. The process of
designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in
our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls
that is adequate to satisfy our reporting obligations as a public company, and we are still in the process of generating a mature system
of internal controls and integration across business systems. Inability to establish or maintain appropriate internal financial reporting
controls and procedures may result in material misstatements in our consolidated financial statements and failure to meet our reporting
obligations on a timely basis, causing harm to our operating results. 
 
 Matters
impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us
to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules, which may
result in a breach of the covenants under existing or future financing arrangements. There also could be a negative reaction in the financial
markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of
our financial statements also could suffer if we or our independent registered public accounting firm continue to report a material weakness
in our internal controls over financial reporting. This could materially adversely affect us and lead to a decline in the market price
of our securities. 
 
 Risks
Related to the Legal and Regulatory Environment in Which We Operate 
 
 We
collect, store, and process large amounts of user video content and personal information of our users and subscribers. If our security
measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing
our content or using our services, our business and operating results could be harmed, and we could face legal claims from users and
subscribers. 
 
 We
collect, store, and process large amounts of video content (including videos that are not intended for public consumption) and personal
information of its users and subscribers. We also share such information, where appropriate, with third parties that help us operate
our business. Despite our efforts, we may fail to properly secure our systems and our user and subscriber data. This could be caused
by technical issues (bugs), obsolete technology, human error or internal or external malfeasance, undiscovered vulnerabilities, and could
lead to unauthorized disclosure of data, unauthorized changes or data losses. For example, we routinely receive reports from security
researchers regarding potential vulnerabilities in our applications. We also rely on open-source software for various functions, which
may contain undiscovered security flaws and create additional technical vulnerabilities. In addition, despite our ongoing and additional
investments in cybersecurity, such improvements and review may not identify abuses of our platforms and misuse of user data. The existence
of such vulnerabilities, if undetected or detected but not remediated, could result in unauthorized access to our systems or the data
of our users. 
 
 A
data breach could expose Rumble to regulatory actions and litigation. Depending on the circumstances, Rumble may be required to disclose
a suspected breach to regulators, affected individuals, and the public. This could lead to regulatory actions, including the possibility
of fines, class action or traditional litigation by affected individuals, reputational harm, costly investigation and remedial efforts,
the triggering of indemnification obligations under data-protection agreements with subscribers, vendors, and partners, higher premiums
for cybersecurity insurance and other insurance policies, and the inability to obtain cybersecurity insurance or other forms of insurance.
We do not presently have cybersecurity insurance to compensate for any losses that may result from any breach of security, and given
industry trends generally, we expect that any such cybersecurity insurance coverage will be difficult to obtain in the future. As a result,
our results of operations or financial condition may be materially adversely affected if we are unable to secure cybersecurity coverage. 
 
 19 

 We
may fail to comply with applicable privacy laws. 
 
 We
are subject to data privacy and security laws and regulations that apply to the collection, transmission, storage, use, processing, destruction,
retention and security of personal information, including additional laws or regulations relating to health information. Our current
privacy policies and practices, which are publicly available at rumble.com/s/privacy , are designed to comply with privacy
and data protection laws in the United States and Canada. These policies and practices inform users how Rumble handles their personal
information and, as permitted by law, allow users to change or delete the personal information in their user accounts. The legislative
and regulatory landscape for privacy and data protection continues to evolve in jurisdictions worldwide, and these laws may at times
be conflicting. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our practices, and
our efforts to comply with the evolving data protection rules may be unsuccessful. We must devote significant resources to understanding
and complying with this changing landscape. Failure to comply with federal, state, provincial and international laws regarding privacy
and security of personal information could expose us to penalties under such laws, orders requiring that we change our practices, claims
for damages or other liabilities, regulatory investigations and enforcement action (including fines and criminal prosecution of employees),
litigation, significant costs for remediation, and damage to our reputation and loss of goodwill, any of which could have a material
adverse effect on our business, financial condition, results of operations and prospects. Even if we have not violated these laws, government
investigations and private lawsuits into these issues typically require the expenditure of significant resources and generate negative
publicity, which could have a material adverse effect on our business, financial condition, results of operations and prospects. Additionally,
if we are unable to properly protect the privacy and security of personal information, including protected health information, we could
be found to have breached our contracts with certain third parties. 
 
 There
are numerous U.S. and Canadian federal, state, and provincial laws and regulations related to the privacy and security of personal information.
Determining whether protected information has been handled in compliance with applicable privacy standards and our contractual obligations
can be complex and may be subject to changing interpretation. If we fail to comply with applicable privacy laws, we could face civil
and criminal penalties. Failing to take appropriate steps to keep consumers’ personal information secure can also constitute unfair
acts or practices in or affecting commerce and be construed as a violation of Section 5(a) of the Federal Trade Commission Act (the “FTCA”),
15 U.S.C. § 45(a). The Federal Trade Commission (“the FTC”) expects a company’s data security measures to be reasonable
and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and
the cost of available tools to improve security and reduce vulnerabilities. In addition, state attorneys general are authorized to bring
civil actions seeking either injunctions or damages in response to violations that threaten the privacy of state residents. We cannot
be sure how these regulations will be interpreted, enforced or applied to our operations. In addition to the risks associated with enforcement
activities and potential contractual liabilities, our ongoing efforts to comply with evolving laws and regulations at the federal and
state level may be costly and require ongoing modifications to our policies, procedures and systems. 
 
 Internationally,
laws, regulations and standards in many jurisdictions apply broadly to the collection, transmission, storage, use, processing, destruction,
retention and security of personal information. For example, in the European Union, the collection, transmission, storage, use, processing,
destruction, retention and security of personal data is governed by the provisions of the General Data Protection Regulation (the “GDPR”)
in addition to other applicable laws and regulations. The GDPR, together with national legislation, regulations and guidelines of the
European Union Member States governing the collection, transmission, storage, use, processing, destruction, retention and security of
personal data, impose strict obligations with respect to, and restrictions on, the collection, use, retention, protection, disclosure,
transfer and processing of personal data. The GDPR also imposes strict rules on the transfer of personal data to countries outside the
European Union that are not deemed to have protections for personal information, including the United States. The GDPR authorizes fines
for certain violations of up to 4% of the total global annual turnover of the preceding financial year or €20 million, whichever
is greater. Such fines are in addition to any civil litigation claims by data subjects. Separately, Brexit has led and could also lead
to legislative and regulatory changes and may increase our compliance costs and expose us to two parallel regulatory regimes, each of
which authorizes similar fines and other potentially divergent enforcement actions for certain violations. Other jurisdictions outside
the European Union are similarly introducing or enhancing privacy and data security laws, rules and regulations, which could increase
our compliance costs and the risks associated with noncompliance. We cannot guarantee that we are, or will be, in compliance with all
applicable U.S., Canadian, or other international regulations as they are enforced now or as they evolve. 
 
 20 

 We
operate across many domestic and international markets which may subject us to cybersecurity, privacy, data security, data protection,
and online content laws with uncertain interpretations. 
 
 International
laws and regulations relating to cybersecurity, privacy, data security, data protection, and online content often are more restrictive
than those in the United States. There is no harmonized approach to these laws and regulations globally. Consequently, as we expand internationally
from Canada and the United States, we increase our risk of non-compliance with applicable foreign data protection and online content
laws, including laws that expose us to civil or criminal penalties in certain jurisdictions for our content moderation decisions. We
may need to change and limit the way we use personal information in operating our business and may have difficulty maintaining a single
operating model that is compliant. In addition, various federal, state, provincial, and foreign legislative and regulatory bodies, or
self-regulatory organizations may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance
regarding cybersecurity, privacy, data security, data protection and online content. Aspects of such laws can be unclear, resulting in
further uncertainty and potentially requiring us to modify our data practices and policies and to incur substantial additional costs
and expenses in an effort to comply. In addition, such laws may have potentially conflicting requirements that would make compliance
challenging. 
 
 Inadequate
technical and legal intellectual property protections could prevent us from defending or securing our proprietary technology and intellectual
property. 
 
 Our
success is dependent, in part, upon protecting our proprietary information and technology. We may be unsuccessful in adequately protecting
our intellectual property. No assurance can be given that confidentiality, non-disclosure, or invention assignment agreements with employees,
consultants, or other parties will not be breached and will otherwise be effective in controlling access to and distribution of our platform
or solutions, or certain aspects of our platform or solutions, and proprietary information. Further, these agreements do not prevent
our competitors from independently developing technologies that are substantially equivalent or superior to our platform or solutions.
Additionally, certain unauthorized use of our intellectual property may go undetected, or we may face legal or practical barriers to
enforcing our legal rights even where unauthorized use is detected. 
 
 Current
law may not provide for adequate protection of our platform or data. In addition, legal standards relating to the validity, enforceability,
and scope of protection of proprietary rights in internet-related businesses are uncertain and evolving, and changes in these standards
may adversely impact the viability or value of our proprietary rights. Some license provisions protecting against unauthorized use, copying,
transfer, and disclosure of our platform, or certain aspects of our platform, or our data may be unenforceable under the laws of certain
jurisdictions. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States,
and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. To the extent we expand our
international activities, our exposure to unauthorized copying and use of our data or certain aspects of our platform, or our data may
increase. Competitors, foreign governments, foreign government-backed actors, criminals, or other third parties may gain unauthorized
access to our proprietary information and technology. Accordingly, despite our efforts, we may be unable to prevent third parties from
infringing upon or misappropriating our technology and intellectual property. 
 
 To
protect our intellectual property rights, we will be required to spend significant resources to monitor and protect these rights, and
we may or may not be able to detect infringement by our customers or third parties. Litigation has been and may be necessary in the future
to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming, and distracting
to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce
our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability
of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well
as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation
of our platform or solutions, impair the functionality of our platform or solutions, delay introductions of new features, integrations,
and capabilities, result in our substituting inferior or more costly technologies into our platform or solutions, or injure our reputation.
In addition, we may be required to license additional technology from third parties to develop and market new features, integrations,
and capabilities, and we cannot be certain that we could license that technology on commercially reasonable terms or at all, and our
inability to license this technology could harm our ability to compete. 
 
 21 

 We
may be found to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations. 
 
 We
expect to be subject to legal claims that we have infringed the intellectual property rights of others. To date, we have not fully evaluated
the extent to which other parties may bring claims that our technology, including our use of open source software, infringes on the intellectual
property rights of others. The availability of damages and royalties and the potential for injunctive relief have increased the costs
associated with litigating and settling patent infringement claims. Any claims, whether or not meritorious, could require us to spend
significant time, money, and other resources in litigation, pay damages and royalties, develop new intellectual property, modify, design
around, or discontinue existing products, services, or features, or acquire licenses to the intellectual property that is the subject
of the infringement claims. These licenses, if required, may not be available at all or have acceptable terms. As a result, intellectual
property claims against us could have a material adverse effect on our business, prospects, financial condition, operating results and
cash flows. 
 
 We
may face liability for hosting content that allegedly infringes on third-party copyright laws. 
 
 If
content providers do not have sufficient rights to the video content or other material that they upload or make available to Rumble,
or if such video content or other material infringes or is alleged to infringe the intellectual property rights of third parties, we
could be subject to claims from those third parties, which could adversely affect our business, results of operations and financial condition.
Although our content policies prohibit users from submitting infringing content to Rumble, and require users to indemnify Rumble for
claims related to the violations of the rights of third parties arising from the submission of content to Rumble (including with respect
to infringements of intellectual property rights), we do not verify that content providers own or have rights to all of the video content
or other material that they upload or make available. As a result, we may face potential liability for copyright or other intellectual
property infringement, or other claims. Litigation to defend these claims could be costly and have an adverse effect on our business,
results of operations and financial condition. We can provide no assurance that it is adequately insured to cover claims related to user
content or that its indemnification provisions will be adequate to mitigate all liability that may be imposed on us as a result of claims
related to user content. 
 
 We
may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections
of Section 230. 
 
 In
the United States, Section 230 generally limits our liability for hosting tortious and otherwise illegal content. The immunities conferred
by Section 230 could be narrowed or eliminated through amendment, regulatory action or judicial interpretation. In 2018, Congress amended
Section 230 to remove immunities for content that promotes or facilitates sex trafficking and prostitution. In 2020, various members
of Congress introduced bills to further limit Section 230, and a petition was filed by a Department of Commerce entity with the Federal
Communications Commission to commence a rulemaking to further limit Section 230. Additionally, current litigation before the U.S. Supreme
Court may limit or alter the protections offered by Section 230. 
 
 Laws
like Section 230 generally do not exist outside of the United States, and some countries have enacted laws that require online content
providers to remove certain pieces of content within short time frames. If we fail to comply with such laws, we could be subject to prosecution
or regulatory proceedings. In addition, some countries may decide to ban our service based upon a single piece of content. 
 
 We
may also face liability when we remove content and accounts that we believe are violating our terms of service. While Rumble believes
that Section 230 allows us to restrict or remove certain categories of content, our protections may not always end a lawsuit at an early
stage, potentially resulting in costly and time-consuming litigation. 
 
 22 

 The
incentives that we offer to certain content creators may lead to liability based on the actions of those creators . 
 
 Our
goal is to attract even more top creators to our platform, further accelerating our platform’s growth, and we have offered and
intend to continue to offer incentives, including economic incentives, to content creators to join our platform, even while the content
creators maintain sole editorial control over the content they produce. These incentives have included and may continue to include equity
grants or cash payments, including arrangements under which we may agree to pay fixed compensation to a content creator (in certain cases,
for multiple years) irrespective of whether the actual revenue or user growth generated by the applicable content creator on our platform
meets our original modeled financial projections for that creator. 
 
 While
we believe that the incentives we offer to certain content creators do not alter our liability protections under Section 230, it is possible
that future judicial interpretations of the statute will lead to liability for tortious or unlawful materials uploaded to Rumble by those
content creators. 
 
 In
addition, as part of the incentives we offer to certain content creators, Rumble has the right to sell host-read advertisements. As part
of these advertisements, the content creator offers a paid endorsement of various products or services. Although we follow FTC guidelines
regarding endorsements and require our creators to do the same, we could face liability if creators fail to follow those guidelines or
otherwise engage in misleading or deceptive advertising. 
 
 User-generated
content could affect the quality of our services and deter current or potential users from using our platforms, and we may face negative
publicity for removing, or declining to remove, certain content, regardless of whether such content violated any law. 
 
 Individuals
and groups may upload controversial content to our platform. Removing or failing to remove such content may result in negative publicity,
which could harm our efforts to attract and retain users and subscribers. We have also faced criticism from users and subscribers for
removing content and terminating accounts in compliance with the DMCA. Further, we must continually manage and monitor our content and
detect content that violates our terms of service. This content moderation service is provided by Cosmic, a key vendor, and we would
experience a significant disruption if Cosmic were no longer able or willing to offer us that service. If a significant amount of content
that violates its terms of service were not detected and removed by us in a timely manner, or if a significant amount of information
was perceived by users or the media to violate our terms of service, whether or not such perceptions were accurate, our brand, business
and reputation could be harmed. This risk increases as the volume of content uploaded by users to Rumble continues to grow. In June 2022,
we announced the first phase of an updated content moderation process and released a new set of proposed content policies and removal
and appeals process. While we do not currently have a formalized removal and appeals process, the proposed policies are intended to reflect
our current practices and procedures and ensure a consistent and transparent process. Because the proposed policies are intended to formalize
our informal practices to date, we do not anticipate that these changes (which were initially expected to be implemented by the end of
2022 and are now expected to be implemented by the end of 2023) will have a material impact on our operations, although we may need to
hire personnel and incur additional costs to fully implement the final policies and procedures once adopted and there can be no assurance
that the implementation of such policies and procedures will be effective or will be viewed favorably by our content creators and other
users. In the event our content creators and other users do not agree with such policies and procedures or their implementation, such
creators and other users could decrease their usage of Rumble (or cease using Rumble entirely), which could have a material adverse effect
on our business or our results of operations. Additionally, there is a risk that users will upload content that predominantly represents
certain political viewpoints, leading to public perceptions that Rumble endorses those viewpoints, regardless of whether or not such
perceptions are accurate. There can be no guarantee that current or future negative publicity, complaints, allegations, political controversies,
investigations or legal proceedings with respect to our content, even if baseless, will not generate adverse publicity that could damage
our reputation. Any damage to our reputation could harm our ability to attract and retain users and subscribers. 
 
 23 

 Changes
in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new U.S. or international tax legislation,
or exposure to additional tax liabilities may adversely impact our financial results. 
 
 We
are subject to taxes in multiple jurisdictions. Our provision for income taxes is based on a jurisdictional mix of earnings, statutory
tax rates and enacted tax rules, including transfer pricing. There may also be tax costs associated with distributions between our subsidiaries.
Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. As a result, our future
effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the
valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation. These changes may adversely impact
our effective tax rate and harm our financial position and results of operations. 
 
 We
regularly assess the likelihood of adverse outcomes resulting from examinations by the Internal Revenue Service and other domestic and
foreign tax authorities to determine the adequacy of our income tax and other tax reserves. If our reserves are not sufficient to cover
these contingencies, such inadequacy could materially adversely affect our business, prospects, financial condition, operating results,
and cash flows. In addition, due to the global nature of the internet, various states or foreign countries may attempt to impose additional
or new regulation on our business or levy additional or new taxes relating to our activities. Tax authorities at the international, federal,
state and local levels are currently reviewing the appropriate treatment of companies engaged in e-commerce. New or revised tax regulations
or court decisions may subject us or our customers to additional sales, income and other taxes. Any of these events could have a material
adverse effect on our business, financial condition, and operating results. 
 
 We
are currently under or subject to examination for indirect taxes in various states, municipalities and foreign jurisdictions. Management
currently believes we have adequate reserves established for these matters. If a material indirect tax liability associated with prior
periods were to be recorded, for which there is not a reserve, it could materially affect our financial results for the period in which
it is recorded. 
 
 Compliance
obligations imposed by new privacy laws, laws regulating social media platforms and online speech in the U.S. and Canada, or industry
practices may adversely affect our business. 
 
 New
laws could restrict our ability to conduct marketing by, for example, restricting the emailing or targeting users or use certain technologies
like artificial intelligence. Similarly, private-market participants may deploy technologies or require certain practices that limit
our ability to obtain or use certain information about our users and subscribers. For example, Google has indicated that it will ultimately
phase out the use of cookies to track users of its search services in future versions of its Chrome web browser, and Apple has updated
its iOS mobile operating system to require app developers to obtain opt-in consent before tracking users of its various services. If
these types of changes are implemented, our ability to determine how our users and subscribers use our video services and ability to
use targeted advertising in a cost-effective manner may be limited. New laws in Canada, including the bill C-11 under consideration in
the Canadian Parliament, and laws under consideration in the European Union, and other jurisdictions may also require us to change our
content moderation practices, or privacy policies in ways that harm our business or create the risk of fines or other penalties for non-compliance. 
 
 24 

 We
are involved in litigation that is unpredictable and may have an adverse impact on our financial condition, results of operations and
cash flows. 
 
 We
are, and from time to time may become, involved in various legal proceedings arising in the normal course of our business activities,
such as copyright infringement and tort claims arising from user-uploaded content, patent infringement claims, breach of contract claims,
putative class actions based upon consumer protection or privacy laws and other matters. We cannot predict the outcome of any lawsuit,
claim, investigation or proceeding with certainty, or whether any such matter will have a material adverse effect on our consolidated
financial position, liquidity, or results of operations. We refer to the disclosure in “Item 3. Legal Proceedings” for a
description of recent and ongoing litigation, which disclosure is incorporated herein by reference. 
 
 Risks
Related to Ownership of Our Securities 
 
 We
are an “emerging growth company” within the meaning of the Securities Act of 1933 (the “Securities Act”) and
it has taken advantage of certain exemptions from disclosure requirements available to emerging growth companies; this could make Rumble’s
securities less attractive to investors and may make it more difficult to compare Rumble’s performance with other public companies. 
 
 We are an “emerging growth company” within the meaning
of the Securities Act, as modified by the Jumpstart Our Business Startups Act (the “JOBS Act”) and have taken advantage of
certain exemptions from various reporting requirements that are applicable to other public companies including, but not limited to, not
being required to comply with the auditor internal controls attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002
(the “Sarbanes-Oxley Act”). Further, the JOBS Act exempts emerging growth companies from the requirement to comply with new
or revised financial accounting standards until private companies are required to comply with the same standards. The JOBS Act provides
that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies. We have elected not to opt out of such extended transition period, which may make comparison of our financial statements with
another public company difficult or impossible because of the potential differences in accounting standards.
 
 As
a result of our emerging growth company status and our reliance on certain reporting exemptions, our stockholders may not have access
to certain information they may deem important, and investors may find our securities less attractive. This could result in a less active
trading market for our common stock and the price of our common stock may be more volatile. 
 
 25 

 Our Charter authorizes our Board of Directors (the “Board”)
to issue preferred stock, which may delay, defer or prevent a tender offer or a takeover attempt. 
 
 The provision of our Amended and Restated Certificate
of Incorporation (the “Charter”) that authorizes our Board to issue preferred stock from time to time based on terms approved
by the Board may delay, defer or prevent a tender offer or takeover attempt that stockholders might consider to be in their best interest.
 
 Our Charter contains forum limitations for certain disputes between
us and our stockholders that could limit the ability of stockholders to bring claims against us or our directors, officers and employees. 
 
 Our Charter provides that, unless we consent in
writing to the selection of an alternative forum, the Delaware Court of Chancery (the “Court of Chancery”) is the sole and
exclusive forum for (i) any derivative lawsuit brought on our behalf, (ii) any lawsuit against our current or former directors, officers,
employees or stockholders asserting a breach of a fiduciary duty owed by any such person to us or our stockholders, (iii) any lawsuit
asserting a claim arising under any provision of the Delaware General Corporation Law, our Charter or bylaws (each, as in effect from
time to time), or (iv) any lawsuit governed by the internal affairs doctrine of the State of Delaware. These provisions do not apply to
claims arising under the Securities Act, the Exchange Act or other federal securities laws for which there is exclusive federal or concurrent
federal and state jurisdiction. Our Charter also provides that, unless we consent in writing to the selection of an alternative forum,
the federal district courts of the United States are the sole and exclusive forum for the resolution of any complaint asserting a cause
of action arising under the Securities Act.
 
 Although we believe these exclusive forum provisions
benefit our company by providing increased consistency in the application of Delaware law and federal securities laws in the types of
lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial
forum that the stockholder finds favorable for disputes with us or any of our directors, officers or stockholders, which may discourage
lawsuits with respect to such claims. Further, in the event a court finds either exclusive forum provision contained in our Charter to
be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions,
which could harm our business, operating results and financial condition.
 
 Our CEO has control over key decision making as a result of his
control of a majority of the voting power of our outstanding capital stock. 
 
 As the beneficial owner of all of the Class D Common
Stock, par value $0.0001 per share, of Rumble (the “Class D Common Stock”), Chris Pavlovski, the CEO of Rumble, will initially
be able to exercise voting rights with respect to 85% of the voting power of Rumble’s outstanding capital stock. For so long as
Mr. Pavlovski continues to beneficially own at least approximately 8.47 million of the issued and outstanding shares of Class D Common
Stock (assuming, for this purpose, that the number of outstanding shares of all classes of capital stock of Rumble continues to equal
the same number of shares outstanding as of the closing of the Business Combination), Mr. Pavlovski will continue to control the outcome
of matters submitted to stockholders of Rumble for approval. Such number represents approximately 8.0% of the shares of Class D Common
Stock that Mr. Pavlovski owns. This concentrated control will limit or preclude our public stockholders’ ability to influence corporate
matters for the foreseeable future. Further, the Charter will not include a sunset provision for the high vote feature of the Class D
Common Stock, meaning this feature will persist indefinitely (unless amended or until all of the shares of Class D Common Stock have been
redeemed by Rumble in connection with future transfers (other than “permitted transfers”) of shares of Class A Common Stock
or ExchangeCo Shares by Mr. Pavlovski). As a result, Mr. Pavlovski may control or effectively control the voting of Rumble, even if he
holds only a small economic interest. Consequently, in the event Mr. Pavlovski liquidates a significant portion of his economic interest
in Rumble, Mr. Pavlovski may no longer be incentivized (or incentivized to the same extent) to exercise his voting control, including
in connection with the types of decisions further described below, in a manner that will maximize the economic value of Rumble.
 
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 Because of the voting ratio between the Class D
Common Stock on the one hand, and the Class A Common Stock and Class C Common Stock, par value $0.0001 per share of Rumble (the “Class
C Common Stock”), on the other hand, Mr. Pavlovski has the ability to control the outcome of matters submitted to Rumble’s
stockholders for approval, including the election of directors, amendments to Rumble’s organizational documents, and any merger,
consolidation, or sale of all or substantially all of Rumble’s assets. The Charter provides that Rumble may not issue any shares
of Class D Common Stock, so all of the Class D Common Stock are held by Mr. Pavlovski and/or his transferees. In this regard, no shares
of Class D Common Stock may be transferred by Mr. Pavlovski unless the transfer is made to a qualified transferee as described in the
Charter (a “Qualified Class D Transferee”). As a result, only Mr. Pavlovski has the right to vote and control the Class D
Common Stock, meaning that Mr. Pavlovski is not entitled to transfer voting control of the Company to another person or entity not controlled
by Mr. Pavlovski through the transfer of Class D Common Stock.
 
 This concentrated control could delay, defer, or
prevent a change of control, merger, consolidation, or sale of all or substantially all of Rumble’s assets that Rumble’s other
stockholders support, or conversely this concentrated control could result in the consummation of such a transaction that Rumble’s
other stockholders do not support. This concentrated control could also discourage a potential investor from acquiring Rumble’s
publicly traded Class A Common Stock, which will have limited voting power relative to the Class D Common Stock that is held by Mr. Pavlovski,
and might harm the trading price of Rumble’s Class A Common Stock. In addition, Mr. Pavlovski has the ability to control the management
and major strategic investments of Rumble as a result of his position as Rumble’s CEO and his ability to control the election of
Rumble’s directors. As a board member and officer, Mr. Pavlovski owes a fiduciary duty to Rumble’s stockholders and must act
in good faith in a manner he reasonably believes to be in the best interests of Rumble’s stockholders. As a stockholder, even a
controlling stockholder, Mr. Pavlovski is entitled to vote his shares in his own interests, which may not always be in the interests of
Rumble’s stockholders generally.
 
 Our CEO may be incentivized to focus on the short-term share
price as a result of his interest in shares placed in escrow and subject to forfeiture pursuant to the terms of the Business Combination
Agreement. 
 
 Mr. Pavlovski, the CEO and controlling shareholder
of Rumble, holds shares placed in escrow and subject to forfeiture pursuant to the terms of the Business Combination Agreement. Such shares
will vest in the event certain share price thresholds are satisfied, but if such price thresholds are not satisfied in the applicable
time periods, such shares will be forfeited and cancelled. Accordingly, Mr. Pavlovski may be incentivized to focus on short-term results
which may have a positive effect on Rumble’s share price at the expense of the long-term success of the Company.
 
 Substantial future sales of our Class A Common Stock by the selling
holders named in our recent S-1 registration statement could cause the market price of our Class A Common Stock to decline. 
 
 On October 19, 2022, we filed a registration statement
on Form S-1 (as amended, the “Registration Statement”) with the SEC to register the issuance by us of shares of Class A Common
Stock underlying warrants, each exercisable for one share of Class A Common Stock (“Warrants”) as well as the resale from
time to time by the selling holders named therein (the “Selling Holders”) of shares of Class A Common Stock and Warrants,
as further described in the Registration Statement. The securities registered pursuant to the Registration Statement represent approximately
90.9% of our total shares of Class A Common Stock outstanding on a fully diluted basis (inclusive of all shares of Class A Common Stock
issuable upon exchange of ExchangeCo Shares, and which also includes shares of Class A Common Stock and ExchangeCo Shares placed in escrow
pursuant to the terms of the Business Combination Agreement). Certain Selling Holders, including Rumble Chairman and CEO Chris Pavlovski
and other Company insiders, are subject to contractual lock-up restrictions that prohibit them from selling stock at this time. The shares
of Class A Common Stock held by another of the Selling Holders, CFAC Holdings VI, LLC (the “Sponsor”) (other than the 1,500,000
shares of Class A Common Stock constituting the Forward Purchase Shares and the 1,159,000 shares of Class A Common Stock that were acquired
by the Sponsor in the PIPE investment), are also subject to contractual lock-up restrictions. These lock-up restrictions will continue
to apply until the earlier of: (i) the one (1) year anniversary of the closing date of the Business Combination, which is September 16,
2023, (ii) the date on which the last reported sale price of Rumble’s Class A Common Stock exceeds $15.00 per share (adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading-day period
commencing at least 150 days after the closing of the Business Combination, and (iii) the date on which Rumble consummates a liquidation,
merger, capital stock exchange, reorganization, or other similar transaction after the closing of the Business Combination which results
in all of Rumble’s stockholders having the right to exchange their shares of common stock for cash, securities or other property
(the foregoing restrictions, collectively, the “12-Month Lock-Up”). An aggregate of 306,516,552 shares of Class A Common Stock
held by the former Legacy Rumble shareholders who are Selling Holders under the Registration Statement (on an as-converted basis, i.e.,
inclusive of all shares of Class A Common Stock issuable upon exchange of ExchangeCo Shares, and which also includes shares of Class A
Common Stock and ExchangeCo Shares placed in escrow pursuant to the terms of the Business Combination Agreement) are subject to the 12-Month
Lock-Up. An aggregate of 9,105,000 shares of Class A Common Stock held by the Sponsor (which assumes that all of the Warrants owned by
the Sponsor are exercised for shares of Class A Common Stock) are subject to the 12-Month Lock-Up.
 
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 For Selling Holders who are not subject to contractual
lock-up restrictions, once the Registration Statement is effective and until such time that it is no longer effective, the resale of these
securities will be permitted pursuant to the Registration Statement. The resale, or expected or potential resale, of a substantial number
of our shares of Class A Common Stock in the public market could adversely affect the market price for our Class A Common Stock and make
it more difficult for our public stockholders to sell their shares of Class A Common Stock at such times and at such prices that they
deem desirable. Furthermore, we expect that because there will be a large number of securities registered pursuant to the Registration
Statement, Selling Holders will continue to offer the securities covered by the Registration Statement for a significant period of time,
the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant
to the Registration Statement may continue for an extended period of time.
 
 Our stock price may be volatile, and purchasers of our common
stock could incur substantial losses. 
 
 Our stock price is likely to be volatile. The stock
market in general, and the market for technology companies, have experienced extreme volatility that has often been unrelated to the operating
performance of particular companies. The market price for our common stock may be influenced by many broad market and industry factors.
These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance.
In addition, the market price for our common stock may be subject to price movements that may not comport with macro, industry or company-specific
fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and
other social media sites and online forums), the direct access by retail investors to broadly available trading platforms, the amount
and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock and
any related hedging and other trading factors. In the past, following periods of volatility in the market, securities class-action litigation
has often been instituted against companies. Such litigation could result in substantial costs and diversion of management’s attention
and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects.
 
 We have and will continue to incur significant expenses and administrative
burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations. 
 
 We face significant increases in insurance, legal,
compliance, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. The
Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and the rules and regulations promulgated
and to be promulgated thereunder, the Public Company Accounting Oversight Board, the SEC and the securities exchanges, impose additional
reporting and other obligations on public companies.
 
 Compliance with public company requirements has
and will increase costs and make certain activities more time-consuming. Several of those requirements require us to carry out activities
that we have not done previously. In addition, we incurred and will continue to incur additional expenses associated with SEC reporting
requirements. Furthermore, if any issues in complying with those requirements are identified, we could incur additional costs to rectify
those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. Furthermore, if we
are unable to satisfy our obligations as a public company, our securities could be subject to delisting, and we could face fines, sanctions
and other regulatory actions and potentially civil litigation.
 
 28 

 The additional reporting and other obligations
imposed by various rules and regulations applicable to public companies will increase legal and financial compliance costs and the costs
of related legal, accounting and administrative activities. These increased costs require us to divert a significant amount of money that
could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third-parties may
also prompt additional changes in governance and reporting requirements, which could further increase costs.
 
 There can be no assurance that we will be able to comply with
the continued listing standards of Nasdaq. 
 
 If Nasdaq delists our shares from trading on its
exchange for failure to meet the listing standards and we are not able to list such securities on another national securities exchange,
our securities could be quoted on an over-the-counter market. If this were to occur, Rumble and its stockholders could face significant
material adverse consequences including a limited availability of market quotations for our securities, reduced liquidity for our securities,
a determination that our Class A Common Stock is a “penny stock,” which will require brokers trading the Class A Common Stock
to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market, a limited
amount of news and analyst coverage, and a decreased ability to issue additional securities or obtain additional financing in the future.
 
 If securities or industry analysts cease publishing research
or reports about Rumble, our business, or our market, or if they change their recommendations regarding our securities adversely, the
price and trading volume of our securities could decline. 
 
 The trading market for our securities will be influenced
by the research and reports that industry or securities analysts may publish about Rumble, our business, market or competitors. If any
of the analysts who may cover Rumble change their recommendation regarding our shares of common stock adversely, or provide more favorable
relative recommendations about our competitors, the price of our shares of common stock would likely decline. If any analyst who may cover
Rumble were to cease coverage of Rumble or fail to regularly publish reports on it, we could lose visibility in the financial markets,
which in turn could cause its share price or trading volume to decline.
 
 Pursuant to the JOBS Act, our independent registered public accounting
firm will not be required to attest to the effectiveness of internal controls over financial reporting pursuant to Section 404 of the
Sarbanes-Oxley Act for so long as we are an “emerging growth company”. 
 
 Section 404 of the Sarbanes-Oxley Act requires annual management assessments
of the effectiveness of internal controls over financial reporting, and generally requires in the same report a report by a public company’s
independent registered public accounting firm on the effectiveness of its internal controls over financial reporting. We will be required
to provide management’s attestation on internal controls beginning with respect to the year ended December 31, 2023, in accordance
with applicable SEC guidance, as further explained in Item 9A of Part I of this Annual Report on Form 10-K.
 
 However, under the JOBS Act, our independent registered public accounting
firm will not be required to attest to the effectiveness of its internal controls over financial reporting pursuant to Section 404(b)
of the Sarbanes-Oxley Act until it is no longer an “emerging growth company.” We could be an “emerging growth company”
until the earlier of (1) the last day of the fiscal year (a) following February 23, 2026, the fifth anniversary of CF VI’s initial
public offering, (b) in which our annual gross revenue exceeds $1.07 billion, (c) in which our non-convertible debt issued within a three
year period exceeds $1 billion, or (d) if the market value of our shares that are held by non-affiliates exceeds $700 million on the last
day of its second fiscal quarter.
 
 We do not expect to declare any dividends in the foreseeable
future. 
 
 We do not anticipate declaring any cash dividends
to holders of its Common Stock in the foreseeable future. Consequently, investors may need to rely on sales of their shares after price
appreciation, which may never occur, as the only way to realize any future gains on their investment.
 
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 Item 1B. Unresolved Staff Comments
 
 None.
RUM Group Inc. 10-K

Item 1A. Risk Factors
