What changed in this filing

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Item 1. Business

2024-03-27 compared with 2023-03-30 · 206 added, 283 removed, 74 unchanged (87% of the section changed)

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Shares” are to the exchangeable shares of ExchangeCo.

was founded in 2013, back when the concept of ‘preferencing’ on the internet was simple – it was big vs.

that time, it was clear that big tech social video platforms were beginning to preference large creators, influencers, and brands, while

was founded in 2013, when the concept of ‘preferencing’ on the internet was simple – it was big vs.

time, it was clear that the incumbent social video platforms were beginning to preference large creators, influencers, and brands, while

leaving the small creator behind and thus, creating a market opportunity.

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small creators with the tools and distribution that they needed to succeed.

Fast forward to 2020, when

a new, and much more nuanced world of ‘preferencing’ was evolving online, which included sophisticated algorithms used by

the big tech incumbents for amplification and censorship.

In contrast, Rumble never took the approach of black box algorithms to drive

profit and, most importantly, we never moved the goal posts on content policies.

This consistency and transparency, along with tailwinds

from the 2020 U.S.

election season, led to dramatic growth in our user base from 1.2 million monthly active users (“MAUs”)

in Q2 2020 to 21 million MAUs in Q4 2020.

Soon after this, the preferencing and censorship enforced by big tech

social platforms continued to expand into many other areas of content, including but not limited to the crypto-finance community and pop

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

These have included top creators, such as Dan Bongino,

Russell Brand, Kim Iversen, Steve Will Do It, Dave Rubin, Kimberly Guilfoyle, Glenn Greenwald, Matt Kohrs, and Dana White, just to name

As a result, our user base has grown from 21 million MAUs in Q4 2020 to 80 million MAUs in Q4 2022, almost quadrupling in two years.

forward to 2020, when a new, and much more nuanced world of ‘preferencing’ was evolving online, which included sophisticated

algorithms used by the incumbents for amplification and censorship.

In contrast, Rumble never moved the goal posts on its content policies.

This consistency and transparency, along with tailwinds from the 2020 U.S.

election season, led to dramatic growth in Rumble’s

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

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

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

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

home on Rumble.

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

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

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

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

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

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

This capital infusion helps Rumble compete with its big tech competitors.

Ultimately, 99.9% of CF VI shareholders elected not

to redeem their shares, which we believe was a strong expression of support for Rumble’s mission, its growth story to date and

its future potential.

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

Ultimately, 99.9% of CF

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

growth story to date and its future potential.

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

1) invest in content to grow

and diversify the content library and user base;

2) build Rumble Advertising Center, an in-house advertising marketplace and network;

3) create the infrastructure to support the Rumble video platform and future Rumble Cloud go-to-market needs;

and 4) hire across the

organization to support domestic and future international growth.

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

a mission to protect the free and open internet.

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

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

has two core businesses:

consisting of Rumble, our social video platform;

Locals Technology Inc.

(“Locals”), our subscription platform;

Advertising Center (RAC), our in-house advertising platform;

a new Infrastructure as a Service (IaaS) venture that we are planning to launch.

Our Video Business

The video business consists of

three core products:

Rumble, Locals and RAC.

The vision of our video business is to provide creators with the best monetization toolkit

on the internet.

To fulfill this vision, our product roadmap includes the conversion of Rumble, Locals and RAC from three separate products

to a single seamlessly integrated platform.

is a free-to-use video sharing platform operated by our Canadian subsidiary, Rumble Canada Inc., on which users can watch, share, like,

comment, and upload videos.

Users can subscribe to channels to stay in touch with creators and access video on-demand (“VOD”)

and live content streamed by creators.

which we acquired in October 2021, is a platform on which users can purchase subscriptions to access exclusive content in creator communities.

Creators and subscribers can engage through VOD, podcasts, live chat, polls, and community discussions.

Rumble and Locals are available via desktop and mobile web, iOS and Android mobile applications (“apps”), as well as connected

TV apps including, but not limited to Roku, Apple TV, Fire TV and Android TV.

is an advertising marketplace, similar to Google AdSense, designed to facilitate transactions for advertisers seeking to advertise on

Rumble’s platforms as well as publisher platforms with which Rumble has partnerships.

In RAC, advertisers can create and set up

banner and video campaigns.

We also plan on designing RAC to become a marketplace of host-read / sponsorship advertising, which has the

potential to provide a significant opportunity for creators to further build their businesses.

As of December 31, 2022, RAC was in beta

mode during which the system is being tested by a subset of advertisers with a very limited amount of available inventory.

continues to be enhanced in preparation for an expected commercial launch later in 2023.

As we scale and integrate our platforms, we

expect to eventually drive significant and differentiated value to advertisers and creators through the development of this independent

advertising marketplace.

Content creators use Rumble, Locals and RAC to build and monetize their audience through the following:

your Audience” – As a free-to-use platform with an average of 80 million

MAUs as of December 31, 2022, Rumble is designed to provide creators the ability to grow

their audience.

Creators can generate revenue on Rumble via programmatic advertisements served

by RAC, host-read advertising, or sponsorships managed and facilitated by Rumble sales.

Livestreaming

creators also can drive revenue via tipping, known as ‘Rumble Rants’, through

the live-chat functionality.

“Grow your Super Fans” – As creators build and establish their brands on Rumble, they have the ability to bring their ’super fans’ over to Locals, through which creators can provide exclusive content to paying subscribers.

Creators can monetize on Locals via subscriptions, tipping, as well as one-time purchases of content through a feature called Content+.

anticipate further enhancing the value proposition for users, creators, and advertisers as we continue to invest in integrating and enhancing

the Rumble, Locals and RAC platforms to provide a seamless experience and fulfill our vision of providing the best monetization toolkit

for creators on the internet.

addition, Rumble also obtains exclusive rights to distribute and license certain content on third party platforms, as well as on Rumble

Cloud Business

In addition to our video business,

we are also planning to launch Rumble Cloud, a new Infrastructure as a Service (IaaS) business.

We anticipate early demand for our cloud

services from businesses that find themselves at risk of cancellation by the incumbent big tech cloud providers, analogous to the initial

market opportunity that we realized in our video business.

Offering cloud services is a natural extension of our video business, as we

can utilize excess capacity from our existing infrastructure.

Constituents and Engagement

We have grown rapidly in the past year with our global MAUs reaching

80 million on average in Q4 2022, an increase of 142% from our 33 million average MAUs achieved in Q4 2021, and with minutes watched per

month on our platform increasing from 0.2 billion in Q3 2020 to 11.1 billion in Q4 2022.

Q1 2022, we have secured top content creators across a diverse set of content verticals and have onboarded content creators such as:

Brand — Comedian, actor, and podcast host

White and Power Slap – New sports league founded by the UFC President

Crowder – Prominent political commentator and comedian

Will Do It – Well-known influencer within the Gen Z demographic

Greenwald — Journalist, author, and lawyer

& Fit – Popular late-night podcast within the Gen Z demographic

Rubin – Host of the Rubin Report

Kohrs — Cryptocurrency and investing content creator

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.

We view expanding our

content library and creator base as paramount to attracting more users and driving engagement on our platform.

Hours of uploaded video

per day were 10,373 on average in Q4 2022, an increase of 216% from Q4 2021.

As we bring top creators and their

content pipeline to our platform, we believe that we can draw more users onto our platform and keep them engaged for longer, in turn offering

better monetization opportunities for creators, and allowing us to bring on more creators.

This flywheel effect is the key mechanism by

which we are approaching growing our video business.

operate in a highly competitive environment, and the market for video content is rapidly evolving.

Traditionally, video content had limitations

on how it was distributed to consumers, posing challenges for companies aiming to engage consumers across traditional and digital technologies.

Today, video content is consumed across all mediums in various formats, which has both increased the opportunities for consumer engagement

and altered the competitive dynamic for new and incumbent players.

the market expectation of instant, high-definition delivery and a diversified content offering has altered the strategy and go-to-market

approach for even the most successful video platforms.

compete with traditional video distribution platforms, but also with social media networks, entertainment businesses, video on demand

providers, major film and television studios, cable/news television networks, and more.

What we believe has differentiated Rumble is

our ability to quickly establish and maintain trust with our users, creating an enjoyable and open viewing experience that welcomes content

of all genres.

We take tremendous pride in operating what we view as the go-to neutral video platform in the market, which we believe

has allowed us to maintain our competitive positioning versus incumbent platforms.

Significant Market Shift

believe that several market friction points are driving creators and users to seek alternatives to incumbent platforms.

Increasingly,

household technology names have adopted several principles and behaviors that we believe have opened significant market opportunity for

us to establish a lasting relationship with our community.

“Big Tech” has increasingly adopted strict and evolving content

moderation policies on user-generated and other published content.

Constant shifting of policies

has created controversy among creators and users who may believe their content, or content

from other creators, is being restricted by biased practices, policies, and algorithms that

have been altered to accommodate evolving trends in the digital ecosystem.

This has led users

and creators to seek reliable, alternative platforms that would not, outside of clearly defined

content guidelines, restrict or shield creators’ content from reaching their potential

Creator Focus:

Additionally, our biggest competitors are increasingly catering to the “large

creators” that represent individual and corporate accounts, attracting viewers to the

content that large creators choose to feature, and creating increasing barriers for smaller

creators to distribute content on those platforms.

Competitive Differentiation

believe that Rumble is uniquely positioned to address the various concerns in the video distribution marketplace.

Rumble is one of the

few neutral, independent, and scaled video platforms that operates with a consistent and user-friendly moderation policy, employing only

reasonable, obvious, and necessary standards of conduct, which are clearly defined.

Rumble is unique because we seek to simply distribute

the content how and where consumers want it, with no preferential treatment.

We have built a differentiated product for both users and

creators, which has fueled our recent user growth and, we believe, positions us for further widespread adoption.

Proposition for Users

aim to allow consumers of our content to see content that they desire, with no preferential treatment for “large” creators

or algorithms that suppress certain viewpoints.

We have attracted and retained a global user base on the simple premise that Rumble offers

our community the best experience in the market — which is the single most important component to our strategy.

Our open search

algorithm allows our community to access our entire content library within the search function.

As our content library continues to expand,

this value proposition will only continue to expand opportunities and create an even better experience for the Rumble community.

Proposition for Creators

key elements of our value proposition to users also benefit our creators.

We are focused on attracting the best talent to the platform

and have built tools to facilitate content production, distribution and monetization.

Simply put, if a creator uploads quality content,

our goal to make sure that this content is seen.

This creates favorable monetization opportunities for the best content on the platform

and highlights the value of our offering to content creators of all magnitudes.

offering includes a world-class SDRM (social digital rights management) service for our creators, helping them to manage libraries and

ensure maximum efficiency on and off the Rumble platform.

This feature further enhances our relationship with our creators and allows

us to capture, record and enhance our product through data analytics.

we continue to develop our in-house technology, we expect that our competitive differentiation will extend beyond distribution to infrastructure,

offering a similar value proposition to both markets:

being a neutral platform built to meet the needs of our community.

Growth Strategy

are focused on the following areas in an effort to drive our growth:

user base and user engagement growth are directly driven by the content available on our platform.

We have on-boarded several top content

creators onto our platform over the last year 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 content creators (in certain cases,

for multiple years) irrespective of whether the actual revenue or user growth generated by the content creator on our platform meets

our original modeled financial projections for that creator.

Video Product Development

vision is to offer the best monetization toolkit for creators on the internet.

To fulfill this vision, we plan to develop a seamless

integration across Rumble, Locals and RAC.

In doing so, we strive to unlock full monetization potential across programmatic advertising,

host-read ads / sponsorships, tipping, subscription and pay-per-view.

We anticipate that realization of this vision will greatly accelerate

creator onboarding to the platform, providing incremental value to users and advertisers, and ultimately drive platform consumption and

While we continue to develop new functionality on each component of the platform, we focus on integration that will drive value

to users, creators, and advertisers.

Product Development

our Cloud infrastructure services offerings are still in early stages of development, our tentative roadmap includes:

video player (player

and encoding), networking, storage, and cloud services (secure, sizable compute capacity).

We expect Rumble Cloud to enter the beta stage

in 2023, during which we will continue to refine our go to market approach and product in preparation for an expected commercial release

International

Historically, we have focused

on growing our U.S.

and Canadian user base;

any historic consumption from international countries has been purely opportunistic.

We anticipate

boosting our international expansion once the video product and associated integrations are ready for scale across multiple languages

We believe that there is a significant opportunity for a global expansion of our content, user base and revenue.

and Advertising

With the significant organic growth that we experienced to date, most

of our marketing efforts have been focused on amplifying earned media and accelerating the word-of-mouth momentum through creator advocacy.

As a result, we have been able to build our user base and brand with relatively minimal marketing costs.

In the future, we will look to

build our brand across multiple audiences, driving user growth and video consumption through (1) content creator partnerships and advocacy,

including by offering incentives, including economic incentives, to content creators to join our platform, (2) continued earned media

strategies, and (3) increased marketing spend, primarily through digital paid media channels.

Like many other major social media companies,

we rely on 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.

currently use several third-party advertisement networks and exchanges to fill our advertisement inventory.

By developing our own network,

we will be in position to drive our value proposition and expand our advertiser base.

In January 2022, we announced the deployment of

an alpha version of RAC, our own advertising marketplace.

Several advertisers have begun using the new system, and eventually, we plan

for all ads on the Rumble platform to be served through this marketplace.

We further expect to drive significant and differentiated value

to advertisers through the development of this independent advertising marketplace.

We believe that our employees are our most significant resource.

of December 31, 2022, we had 70 full-time employees, of whom 24 were based in Canada and 46 were based in the United States.

employees are covered by collective bargaining agreements.

We believe we have good relationships with our employees.

Our human capital

resources objectives include identifying, recruiting, retaining, incentivizing, and integrating our existing and additional employees.

The principal purposes of our equity incentive plans are to attract, retain, and motivate key employees and directors through the granting

of stock-based compensation awards.

compete primarily with companies (many of which are much larger and more well capitalized than us) that also provide video and streaming

platforms to content creators, including YouTube, Roku, TikTok, Snapchat and Facebook.

We compete with these companies to attract, engage

and retain users and subscribers.

is comprised of two segments:

Rumble Services and Rumble Cloud.

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

TV applications;

Streaming Marketplace:

a multi-platform livestreaming and monetization service for creators

enabled by Rumble Studio;

Advertising Center:

an in-house advertising marketplace and network enabled by Rumble

Advertising Center (“RAC”);

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

storage, security, and networking offerings.

Products and Differentiation

Services consists of three core businesses:

Rumble Video, Rumble Studio, and RAC.

The collective vision of Rumble Services is to provide

creators with the best monetization toolkit on the internet.

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

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

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

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

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

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

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

In addition, Rumble Video also offers a premium subscription service

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

in creator communities.

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

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

In aggregate,

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

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

and monetization service for creators.

Using Rumble Studio, creators can establish a variety of custom settings for their livestream,

set up, go-live and control their livestream across multiple social platforms, while also benefiting from a variety of custom and programmatic

monetization opportunities, including host-read ads and sponsorships.

Rumble Studio is currently available via desktop and mobile web,

as well as iOS and Android mobile applications.

Advertising Center is our proprietary advertising marketplace and network designed to facilitate transactions for advertisers seeking

to access Rumble.com traffic and also traffic from other publishers in the RAC network.

Within the platform, RAC offers a unique set

of advertising opportunities for advertisers, including traditional display and pre-roll/mid-roll video advertising in addition to creator

sponsorships.

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

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

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

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

market, which is the key to fulfill the Company’s vision of providing the best monetization toolkit for creators on the internet.

We Generate Revenue

portfolio of services enables a diversified set of revenue streams, which includes:

● Advertising:

/ Display Advertising:

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

Pre-Roll / Mid-Roll Advertising:

offered to advertisers via RAC across our network of publishers,

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

Sponsorships:

offered to advertisers via RAC programmatically and through direct sales.

● Subscriptions,

Pay-Per-View and Tipping:

o Subscriptions:

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

Subscriptions:

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

o Pay-Per-View

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

by users to creators during livestreams.

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

vast majority of the substantial user growth experienced by Rumble.com between 2020 and 2022 was organic, driven largely through user

and creator advocacy.

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

In 2023, while the organic growth continued,

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

new audiences to the platform.

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

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

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

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

various targeting tactics.

As a result, paid marketing strategies will be employed as inventory is released into the network in an effort

to attract new advertisers into the system.

In parallel to this and other growth strategies, we will make continued investment into direct

sales, account management and creator success teams to drive incremental business across display and video advertising, as well as sponsorships.

for creators, the Company made several direct investments into large creators in 2023.

These investments helped attract high-profile

creators to the platform given that, at the time, our advertising revenues were minimal and creators’ earnings on the Rumble Video

platform were generally not competitive with the earnings potential offered by the incumbent platforms.

With the Company now focused

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

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

more advertising revenue.

operate in a challenging and rapidly evolving environment.

We compete with other online video distribution platforms, including

YouTube, and confront conduct by YouTube and Google that we believe is highly anti-competitive (see Part I, Item 2, “Legal Proceedings”

for further information).

We also face significant challenges in obtaining advertising revenue because advertisers have numerous

options for allocating their advertising budgets.

Rumble Video seeks to compete with other platforms by establishing and maintaining

trust with our users, creating an enjoyable viewing experience that welcomes a variety of video content.

We seek to operate a neutral

video platform in order to meet the challenges presented by Big Tech.

Vision, Products and Differentiation

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

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

Cloud was built based on the following key premises:

1) it was existential for us to invest and build out the infrastructure to support

Rumble Video and insulate ourselves from arbitrarily enforced terms and conditions and unfavorable economics offered by the incumbent

cloud providers, and 2) given the significant amount of compute, storage and bandwidth requirements of Rumble Video, it was a natural

extension of the business to offer excess infrastructure capacity to the cloud market.

Moreover, we saw an opportunity to capitalize

on a product-market fit by specifically addressing the chronic customer pain points in the cloud market, including censorship, trust

with data, vendor lock-in strategies, as well as unfair and unpredictable pricing.

by our mission to protect a free and open internet, the vision of Rumble Cloud is to empower businesses and allow them to take control

of their IT budgets by providing the most predictable and fair pricing model in the cloud market.

Cloud launched and currently operates with the infrastructure and essential computing and storage necessary to run a wide array of workloads

and applications, including:

orchestration;

private cloud.

Rumble Video as the first anchor tenant of Rumble Cloud, we built our infrastructure from the ground up to run on the latest generation

equipment, including 4th generation AMD EPYC processors.

In addition to NVMe SSDs, Rumble Cloud virtual machines run atop fully dedicated

vCPUs, ensuring fast and consistent performance.

We Generate Revenue

Cloud launched and currently runs on a subscription model.

Relative to the unpredictable and volatile consumption-based pricing models

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

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

given pool of hardware resources for a fixed monthly price.

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

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

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

Marketing efforts

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

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

Activating this community is a core

piece of our marketing strategy for Rumble Cloud.

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

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

mid-market, enterprise and specialty segments.

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

Microsoft Azure and Amazon Web Services.

These companies have significantly greater resources than us and significant existing customer

bases that may be difficult for us to penetrate, especially given the potential for high switching costs in the cloud services market.

Given the market trends of rising multi-cloud strategies and continued complexity and unpredictability in cloud pricing, Rumble Cloud

arrives at an opportune time to enter the market and present a new way for businesses to save money and regain control of their IT budget.

believe that our employees are our most significant resource.

As of December 31, 2023, we had 158 full-time employees, of whom 37 were

based in Canada and 121 were based in the United States.

None of our employees are covered by collective bargaining agreements.

we have good relationships with our employees.

Our human capital resources objectives include identifying, recruiting, retaining, incentivizing,

and integrating our existing and additional employees.

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

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

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

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As we expand internationally, we or our customers

may also be subject to laws that regulate streaming services or online platforms, such as the EU’s Audiovisual Media Services Directive

or EU Regulation 2019/1150, which regulates platform-to-business relations.

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

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

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among other things, the federal Restore Online Shoppers Confidence Act (ROSCA) and various state laws.

a U.S.-based company with Canadian operations, we are subject to a variety of foreign laws governing our foreign operations, as well

a U.S.-based company with Canadian operations, we are subject to a variety of Canadian laws governing our foreign operations, as well

as Canadian and U.S.

laws that restrict trade and certain practices.

relatively limited access to capital for most of the Company’s history, our product and engineering teams have worked in an environment

based on efficiency and speed with a stringent focus on end-user value.

With new access to capital upon consummation of the Business

Combination and the ability to scale, it will be critical to maintain this culture as we look to bring new innovations to our users and

Infrastructure

Guided by our overarching philosophy to technology, our business plan

contemplates spending considerable resources and investment on the underlying infrastructure that supports our products, such as building

out and networking multiple points of presence (PoPs) and optimizing at a scale of billions of minutes of video consumption on our platform

every month to millions of users, which requires significant investments in IT equipment, servers, bandwidth and data centers and data

hosting/storage.

We have made initial investments in= 2022 and, as our business continues to grow and scale, we expect such investments

to grow proportionately over time.

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

RUMBLE , and a pending U.S.

trademark application for LOCALS ;

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

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

trademark applications, including applications for LOCALS , RUMBLE

CLOUD , RUMBLE STUDIO , and RAC ;

the domain names rumble.com and locals.com ;

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

copyrights in

our source code, website, apps and creative assets;

a pending patent application for technology related to Rumble Studio;

and trade secrets.

In addition, our platforms are powered by a proprietary

technology platform.

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

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

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

We intend to continue to

file additional applications with respect to our intellectual property rights.

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

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

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

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

We intend to continue to file additional

applications with respect to our intellectual property rights.

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

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acquisition of Locals, we did not offer a consumer-facing subscription service.

are headquartered in Longboat Key, Florida, and maintain offices in both the United States and Canada.

A number of our U.S.

work remotely.

All of our facilities are leased.

We believe that our current facilities are adequate to meet our current needs.

to procure additional space in the future as we continue to add employees and expand geographically.

We also believe that, if we require

additional space, we will be able to lease additional facilities on commercially reasonable terms.

May 2023, we acquired Callin, a San Francisco-based podcasting and live streaming platform founded by technology entrepreneur and investor

Callin’s technology laid the foundation for Rumble Studio, which was launched in Q1 2024.

October 2023, we acquired North River Project Inc., an entity created to develop what became RAC, an advertising technology solution,

specifically for Rumble.

RAC includes an advertising marketplace and network between advertisers bidding and publishers selling display

and video advertisement as well as advertisers bidding on creator sponsorships.

RAC continues to be enhanced and represents a significant

milestone in Rumble’s monetization efforts.

content policies, which are available at rumble.com/s/terms , contain politically neutral terms that ensure a safe and respectful

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exploits minor children (including disclosing personally identifiable information about minor children).

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, which are intended to formalize our current practices and procedures and ensure a consistent and transparent

The proposed policies include (i) automated flagging for copyright infringement and pornographic material, (ii) a manual ad

hoc review of other potentially contravening content and (iii) an appeals process by which a creator can appeal the removal of any of

its content to a panel of Rumble Quality Control Community Members, consisting of Rumble creators with a proven track record of consistent

and active content creation, who are in good standing within the Rumble community, and have a sufficient following on the platform, as

determined by Rumble.

We have published our proposed content policies and removal and appeals process on our website and are continuing

to solicit feedback from our community of creators and other users.

We have no obligation to implement any changes to these policies

and processes.

We initially planned to implement changes in 2022 and now expect to implement any changes by the end of 2023.

website address is included in this report for informational purposes only.

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What changed 10-K

Item 1. Business