What changed in this filing

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Item 1A. Risk Factors

2024-03-27 compared with 2023-03-30 · 828 added, 640 removed, 454 unchanged (76% of the section changed)

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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

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.

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.

of Risk Factors

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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;

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;

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

rely on data from third parties to calculate certain of our performance metrics.

perceived inaccuracies in such metrics may harm our reputation and negatively affect our

to our existing content and services could fail to attract traffic and advertisers or fail

to generate revenue;

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;

derive the majority of our revenue from advertising.

The failure to attract new advertisers,

the loss of existing advertisers, or the reduction of or failure by existing advertisers

to maintain or increase their advertising budgets may adversely affect our business and operating

may not be able to maintain relationships with existing publishers through the Rumble Advertising

Center (RAC) and may fail to attract new publishers to our network;

depend on third-party vendors, including internet service providers, advertising networks,

and data centers, to provide core services;

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;

impair our ability to deliver advertising, which could harm our operating results;

our users do not continue to contribute content or their contributions are not perceived

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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;

content creators to join our platform, and these arrangements may involve fixed payment obligations

that are not contingent on actual revenue or performance metrics generated by the applicable

content creator but rather are based on our modeled financial projections for that creator,

which if not satisfied may adversely impact our financial performance, results of operations

and liquidity;

are subject to cybersecurity risks and interruptions or failures in our information technology

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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;

activity, including inauthentic and fraudulent user activity, if undetected, may contribute,

from time to time, to some amount of overstatement of our performance indicators and may

negatively impact our reputation;

recently launched cloud business may not achieve success, and, as a result, our business,

financial condition and results of operations could be adversely affected;

media campaigns may adversely impact our financial performance, results of operations, and

relationships with our business partners, including content creators and advertisers;

management team has limited experience managing a public company;

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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;

speech in certain jurisdictions in which we operate, or industry practices may adversely

affect our business and operating results;

may become subject to newly enacted laws and regulations that restrict content on the internet;

endorsements by our content creators may expose us to regulatory risk, liability, and compliance

costs, and, as a result, may adversely affect our business, financial condition and results

of operations;

may face negative publicity for removing, or declining to remove, certain content, regardless

of whether such content violated any law;

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;

Chief Executive Officer (“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;

CEO may be incentivized to focus on the short-term share price as a result of his interest

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and results of operations;

● 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.

substantial future sales of our Class A Common Stock by our current stockholders could cause the market price of our Class A Common Stock to decline.

Relating to Our Business

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adversely impact our business and operating results.

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

inflation rates in the U.S.

and globally 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 Open Market Committee of the Federal Reserve has raised, may again raise, or

may delay lowering the target federal funds rate in response to concerns over inflation risk.

Higher than typical interest rates impact

the cost of any borrowing that we may make from time to time and could impact our ability to access the capital markets.

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.

typical 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, reduced demand for our cloud services offerings, and potential adverse impacts on our competitive

position if there is a decrease in consumer spending.

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

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moderation policies and practices or make our platforms unavailable in those jurisdictions;

relative interest shown by the public with respect to news and politics, including fluctuations

in such interest before, during and after the traditional U.S.

election cycle;

relative popularity with users of the sports leagues, media and political commentators, social

media influencers and other personalities with which or with whom we have exclusive contractual

arrangements or are otherwise prominently featured on our platform;

ability to maintain gross margins and operating margins;

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scale our systems, technology, or infrastructure effectively or grow our business at the same or similar rate as other comparable companies.

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.

growth of our user base, as measured by our current key performance metrics, including monthly active users (MAUs), may not be sustainable

and should not be considered indicative of future levels of active viewers and future performance.

In addition, we 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 services, 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 our 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, the unavailability of certain popular content creators for extended periods of time due

to personal or other reasons, 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.

we fail to maintain adequate operational and financial resources, particularly if we continue to grow rapidly, we may be unable to execute

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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.

strain on our management, customer experience, research and development, sales and marketing, administrative, financial, and other resources.

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.

needs of our customers, to further develop and enhance our products and services, including our cloud services business, 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

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.

offerings with respect to our mobile and connected TV platforms, our business and operating results could be adversely affected.

future success depends in part on the continued growth in the use of our mobile apps and platforms by our users.

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If use of our mobile platforms

does not continue to grow, our business and operating results could be harmed.

does not continue to grow, our business and operating results could be adversely affected.

traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks,

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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.

Additionally our operating

expenses will increase if the number of platforms for which we develop our product expands.

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.

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.

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.

rely on data from third parties to calculate certain of our performance metrics.

Real or perceived inaccuracies in such metrics may harm

our reputation and negatively affect our business.

track certain performance metrics, such as our MAUs, based on data from third parties.

While these numbers are based on what we believe

to be reasonable calculations for the applicable periods of measurement, our third-party providers periodically encounter difficulties

in providing accurate data for such metrics as a result of a variety of factors, including human and software errors.

We expect these

challenges may continue to occur, and potentially to increase as our engagement grows.

There are also inherent challenges in measuring

usage across our large user base.

For example, as further described in our “Key Business Metrics” section, there is a potential

for minor overlap in our usage data due to users who access Rumble’s content through the web, our mobile apps, and connected TVs

in a given measurement period.

parties on which we rely for certain of our key metrics may make changes or improvements to their tools and methodologies.

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

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

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

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

to continue to use to determine MAUs in future periods.

Although Google has disclosed certain information regarding the transition to

GA4, Google does not currently make available sufficient information relating to its new GA4 algorithm for us to determine the full effect

of the switch from UA to GA4 on our reported MAUs.

Because Google has publicly stated that metrics in UA may be more or less similar to

metrics in GA4, and that it is not unusual for there to be apparent discrepancies between the two systems, we are unable to determine

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

It is therefore possible that MAUs that we reported based on the UA methodology for periods prior to July 1, 2023, cannot be meaningfully

compared to MAUs based on the GA4 methodology in subsequent periods.

addition, we rely on third-party service providers to measure our bandwidth consumption, which currently forms the basis for our estimated

Starting in the second half of the third quarter of 2023, we began moving from third-party service providers’ content delivery

networks (“CDNs”) to our own proprietary CDN.

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

than one of our service providers’ CDNs for comparable user activity.

Because we calculate estimated MWPM by converting bandwidth

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

service provider’s CDN.

to these tools and methodologies could cause inconsistency between current data and previously reported data, which could raise questions

about the usefulness of our reported metrics or make it more difficult for investors to accurately assess our performance over time.

If our users, advertisers, partners and stockholders do not perceive our metrics to be accurate representations, or if we discover material

inaccuracies in our metrics, our reputation may be damaged, resulting in material harm to our business, results of operations, and financial

face significant market competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend,

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

cloud services business competes primarily with large, diversified technology companies that focus on large enterprise customers and

provide cloud computing as a component of the suite of services and products that they offer, as well as smaller, niche cloud service

Many of our competitors and potential competitors, particularly the larger competitors, have substantial competitive advantages

compared to us, including:

greater name recognition and longer operating histories;

greater resources, including larger sales and marketing

and customer support budgets;

the ability to bundle products together;

larger and more mature intellectual property portfolios;

resources to make acquisitions and greater resources for technical assistance and customer support.

Competitors to our cloud services

business may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, and

customer requirements.

An existing competitor or a potential competitor could introduce new technology that reduces demand for our products

and platform capabilities.

In addition, some of our actual and potential competitors have been acquired by other larger enterprises and

have made or may make acquisitions or may enter into partnerships or other strategic relationships that may provide more comprehensive

offerings than they individually had offered or achieve greater economies of scale than we are able to achieve.

to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue.

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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.

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.

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.

depend on third-party vendors, including internet service providers and data centers, to provide core services.

In addition, we may launch (and incur expenses in connection with) strategic initiatives from time to time, 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.

derive the majority of our revenue from advertising.

The failure to attract new advertisers, the loss of existing advertisers, or the

reduction of or failure by existing advertisers to maintain or increase their advertising budgets may adversely affect our business and

operating results .

the years ended December 31, 2023 and 2022, advertising revenue represents 74% and 79% of total revenue.

In addition, a substantial

portion of our revenue is derived one advertiser accounting for approximately 46% and 45% of our revenue for the years ended December 31,

2023 and 2022, respectively.

As is common in our industry, our advertisers do not have long-term advertising commitments with us.

addition, many of our advertisers purchase advertising services through one of several large advertising agency holding companies.

revenue could be harmed by the loss of, or a deterioration in our relationship with, any of our largest advertisers or with any advertising

agencies or the holding companies that control them.

Advertising agencies and potential new advertisers may view our advertising products

and services as experimental and unproven, and we may need to devote additional time and resources to educate them about our products

and services.

Advertisers may cease doing 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 us will generate

a competitive return relative to alternatives, including online, mobile, and traditional advertising platforms.

Any of the foregoing

developments may adversely affect our business and operating results.

may not be able to maintain relationships with existing publishers through RAC and may fail to attract new publishers to our network .

our RAC marketplace, we provide advertising inventory, including host-read advertisements, to third-party publisher websites in exchange

for a portion of the revenues generated by such advertisements.

Our business and operating results may be adversely affected if we do

not deliver ads in an effective manner, if publishers do not believe that advertisements served through RAC generate a competitive return

relative to alternative advertising networks, if we are unable to deliver sufficient advertising inventory to publishers, or if our advertising

marketplace technology becomes outmoded or outdated.

If our relationship with third-party publishers 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 publishers, which could negatively impact our revenues and profitability.

We depend on third-party

vendors, including internet service providers and data centers, to provide core services.

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.

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.

that enable blocking of certain online advertisements or impair our ability to serve advertising, which could harm our operating results.

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, support our cloud services offerings,

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

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 that otherwise impair our ability to deliver advertising, could harm our operating

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

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.

order to build our cloud services offerings, we have entered into agreements with certain third-party service providers.

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.

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.

loss of key personnel, or failure to attract and retain other highly qualified personnel in the future, could harm our business.

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 deliver 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.

Our ability to

generate revenue depends on the development and availability of tools to accurately measure the effectiveness of advertisements on our

advertisers rely on tools that measure the effectiveness of their ad campaigns or that verify viewability of their ads on a platform in

order to allocate their advertising spend among various formats and platforms.

If we are unable to measure the effectiveness of advertising

on our platform or we are unable to convince advertisers that our platform should be part of a larger advertising budget, our ability

to increase the demand and pricing of our advertising products and maintain or scale our advertising revenue may be limited.

may be less developed than those of other platforms with which we compete for advertising spend, in particular relative to those platforms

that collect more personal information than we do.

Therefore, our ability to develop and offer tools that accurately measure the effectiveness

of a campaign or verify ad viewability on our platform will be critical to our ability to attract new advertisers and retain, and increase

spend from, our existing advertisers.

and improving these tools may require significant time and resources and additional investment, and in some cases we rely on third parties

to provide data and the technology needed to provide certain measurement or verification data to our advertisers.

If we cannot continue

to develop and improve our advertising tools in a timely and cost-effective fashion, or if such tools are unreliable, difficult to use,

or otherwise unsatisfactory to our advertisers, or if the measurement or verification results are inconsistent with our advertisers’

goals, our advertising revenue could be negatively impacted, which in turn could adversely affect our business and operating results.

Our cloud services

business relies on 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.

we continue to build our recently launched cloud services offerings, we have entered into agreements with certain third-party service

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.

addition, our initial cloud service offerings revolve around a small number of customer relationships.

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.

success depends upon our ability to attract and retain our senior officers and to attract and retain additional qualified personnel in

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

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.

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.

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.

success depends on our ability to provide Rumble users with engaging content, which in part depends on the content contributed by our

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which may seriously harm our business and operating results.

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.

The loss of a material

portion of our existing content creators, or our failure to recruit new content creators, may materially harm our business and results

of operations.

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.

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.

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 content creators,

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.

We have offered

and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements

may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content

creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial

performance, results of operations and liquidity.

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.

recent and rapid growth may not be indicative of future performance.

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

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.

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.

We have and continue to expect to acquire

content by providing economic incentives, including minimum guaranteed earnings, to a limited number of content creators, including sports

These incentives have included and may continue to include equity grants and cash payments.

This content acquisition strategy

is intended to allow us to enter key content verticals and secure top content creators in those verticals before we have full monetization

capabilities in place.

Our present focus is to grow users and usage consumption and experiment with monetization levers, which may not

maximize profitability in the immediate term, but which we believe positions our business for the long term.

As of December 31, 2023,

we had entered into programming and content agreements with a minimum contractual cash commitment of $106 million.

In addition to the

minimum contractual cash commitments, we have programming and content agreements that have variable cost arrangements.

These future costs

are dependent upon many factors and are difficult to anticipate, however, these costs may be substantial.

To the extent our revenue and/or

user growth assumptions associated with any such creator do not meet our expectations, our financial performance, results of operations

and liquidity may be negative impacted, since a failure to achieve these expectations is not expected to reduce our fixed payment obligations

to any such creator.

addition, when these programming and content agreements expire, content creators may choose to leave the Rumble video platform in favor

of competing platforms, especially if competing platforms offer superior monetization opportunities.

The loss of a material portion of

our existing content creators could result in reductions to our user base and material harm to our business and results of operations.

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

order to expand our business, we have made acquisitions and may continue making similar acquisitions and possibly larger acquisitions

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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:

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;

in integrating and managing the operations, personnel, systems, technologies, and products of the companies we acquire;

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

inability to maintain the key business relationships and the reputations of the acquired

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

● uncertainty

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accounting for our acquisitions under U.S.

generally accepted accounting principles

GAAP”), including arrangements that we assume from an acquisition;

generally accepted accounting principles (“U.S.

GAAP”), including arrangements

that we assume from an acquisition;

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

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;

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;

loss of key employees of the companies we acquire;

security vulnerabilities in acquired products that expose us to additional security risks

or delay our ability to integrate the product into our service offerings;

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

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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.

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.

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.

acquisitions or asset purchases made entirely or partially for cash may reduce our cash reserves or require us to obtain financing.

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.

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

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.

deliberate attacks, are prevalent and have increased globally in recent years.

It is possible that new, escalated or ongoing military

conflicts, including the ongoing Russia-Ukraine war and Israel-Hamas war, 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 expect 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

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 and may negatively impact our reputation.

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 Google Analytics, 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.

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.

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 recently launched

cloud services business may not achieve success, and, as a result, our business, financial condition and results of operations could be

adversely affected.

recent expansion into the cloud service business may not be successful and involves various risks relating to this business that may negatively

affect our operating results, including:

ability to derive an optimal pricing model that enables us to derive sufficient value from our customers while attracting new customers

and retaining existing customers;

reliance on third-party providers for data center space and colocation services and on public cloud providers to prevent service disruptions;

intense competition that we face, including from companies with longer operating histories, greater name recognition, larger customer

bases and significantly greater financial, technical, sales, marketing and other resources than we have;

ability to attract and retain highly qualified personnel, particularly software and cloud engineers and sales and customer experience

possibility that we may be unable to maintain and improve our platform performance, especially during peak usage times;

possibility that we may underestimate or overestimate our data center capacity requirements and our capital expenditures on data centers,

servers and equipment;

exposure to possible liability and harm to our reputation if the security of our cloud is breached, resulting in the exposure of our

customers’ data, including personal information, to cyber criminals and other nefarious actors;

possibility that we may be unable to maintain the compatibility of our platform with third-party applications that our customers use

in their businesses;

ability to respond to rapid technological changes with new solutions and services offerings.

occurrence of any of these factors, or our inability to successfully mitigate the results of the associated impact, could also damage

our reputation, negatively impact our relationship with our customers, and otherwise materially harm our business, results of operations,

and financial condition.

Negative media

campaigns may adversely impact our financial performance, results of operations, and relationships with our business partners, including

content creators and advertisers.

commitment to diversity of opinion and refusal to censor content on our platforms has in the past resulted and is likely to continue to

result in malicious media campaigns directed against us.

For example, our refusal to the request made by a member of the U.K.

in 2023 to demonetize the channel of a specific content creator has led us to be subjected to negative publicity by certain news organizations

that are considered to be reputable by some segments of the population.

Media campaigns against us may be intended to interfere with our

relationships with streaming partners and advertisers.

expect that the proliferation of alternative media, including on our platform, will continue to be viewed as a growing competitive threat

by established news organizations, and may result in an escalation, both in frequency and intensity, of negative publicity campaigns against

us and our creators.

Such campaigns, even if groundless in nature, may result in negative public perception and damage to relationships

with our business partners, including content creators and advertisers, which may negatively impact our operating results.

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.

members of our management team have limited experience managing a publicly traded company, interacting with public company investors,

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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.

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

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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

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.

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of our securities.

Related to the Legal and Regulatory Environment in Which We Operate

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

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.

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.

information of our users and subscribers.

We also share such information, where appropriate, with third parties that help us operate our

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.

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.

our results of operations or financial condition may be materially adversely affected if we are unable to secure cybersecurity coverage.

may fail to comply with applicable privacy laws.

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.

data breach could expose us to regulatory actions and litigation.

Depending on the circumstances, we 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 on acceptable terms.

As a result, our

results of operations or financial condition may be materially adversely affected if we experience a cybersecurity-related loss.

We may fail to comply with applicable

privacy laws.

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.

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.

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 we handle 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

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.

are numerous U.S.

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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.

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

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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”)

destruction, retention and security of personal data is governed by the provisions of the General Data Protection Regulation (“GDPR”)

in addition to other applicable laws and regulations.

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applicable U.S., Canadian, or other international regulations as they are enforced now or as they evolve.

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.

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

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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.

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

technical and legal intellectual property protections could prevent us from defending or securing our proprietary technology and intellectual

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.

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

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.

success is dependent, in part, upon protecting our proprietary information and technology.

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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.

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.

law may not provide for adequate protection of our platform or data.

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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

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,

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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.

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

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.

We may be found

to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations.

expect to be subject to legal claims that we have infringed the intellectual property rights of others.

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of the infringement claims.

These licenses, if required, may not be available at all or have acceptable terms.

These licenses, if required, may not be available on acceptable terms or at all.

As a result, intellectual

property claims against us could have a material adverse effect on our business, prospects, financial condition, operating results and

may face liability for hosting content that allegedly infringes on third-party copyright laws.

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

What changed 10-K

Item 1A. Risk Factors