What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-03-27 compared with 2023-03-30 · 1385 added, 1313 removed, 438 unchanged (86% of the section changed)

Financial Statements and Supplementary

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

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

Consolidated Statements of Comprehensive Loss F-3

Consolidated Balance Sheets F-4

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

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7

Overview and Basis of Presentation F-7

Significant Events and Transactions F-8

Summary of Significant Accounting Policies F-12

Business Combinations F-23

Revenue from Contracts with Customers F-24

Cash, Cash Equivalents, and Marketable Securities F-24

Capital Assets F-25

Right-of-Use Assets and Lease Liabilities F-25

Intangible Assets F-26

Income Taxes F-27

Warrant Liability F-30

Other Liability F-31

Temporary Equity F-32

Shareholders’ Equity F-33

Commitments and Contingencies F-41

Fair Value Measurements F-42

Financial Instrument Risks F-43

Related Party Transactions F-44

Segment Information F-45

Subsequent Events F-46

Consolidated Statements

of Operations

Consolidated Balance

Consolidated Statements

of Shareholders’ Equity

Consolidated Statements

of Cash Flows

Notes to Consolidated

Financial Statements

Overview and Basis

of Presentation

Summary of Significant

Accounting Policies

Revenue from Contracts

with Customers

Cash, Cash Equivalents,

and Marketable Securities

Property and Equipment

Right-of-Use Assets

and Lease Liabilities

Intangible Assets

Other Liability

Qualifying Transaction

Shareholders’

Share-Based Compensation

Loss per Share

Commitments and Contingencies

Fair Value Measurements

Credit and Concentration

Related Party Transactions

Segment Information

Subsequent Events

Consolidated Financial Statements

4 unchanged sentences

For the years ended December 31, 2023 and 2022

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

Consolidated Financial Statements

Consolidated Statements of Comprehensive Loss

Consolidated Balance Sheets

Consolidated Statements of Shareholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

Consolidated Statements of Operations F-4

Consolidated Balance Sheets F-5

Consolidated Statements of Shareholders’ Equity F-6

Consolidated Statements of Cash Flows F- 7

Notes to the Consolidated Financial Statements F-8 - F-43

of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Rumble

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

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

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

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

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

Basis for Opinion

These consolidated financial statements are the responsibility of the

Company’s management.

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

on our audit.

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

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

federal securities laws and the applicable

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

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

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

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

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

an audit of its internal control over financial reporting.

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

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

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

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

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

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

the overall presentation of the consolidated financial statements.

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

/s/ Moss Adams LLP

Seattle, Washington

March 27, 2024

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Shareholders of Rumble

28 unchanged sentences

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material

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

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

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

evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for

Our audits included performing procedures to assess

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

that respond to those risks.

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

consolidated financial statements.

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

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

We believe that our audits provide

a reasonable basis for our opinion.

Chartered Professional Accountants

Licensed Public Accountants

We have served as the Company’s auditor since 2019.

We have served

as the Company’s auditor from 2019 to 2023.

Toronto, Canada

March 30, 2023

Consolidated Statements of Comprehensive Loss

(Expressed in

Consolidated Statements of Operations

(Expressed in U.S.

For the year ended December 31,

Cost of services (content, hosting and other)

$ 146,156,734

General and administrative

1 unchanged sentence

Sales and marketing

Finance costs

Share-based compensation

Foreign exchange loss

Acquisition-related transaction costs

Amortization and depreciation

Changes in fair value of contingent consideration

( 1,922,381 )

Total expenses

2 unchanged sentences

( 35,600,311 )

Interest income, net

Other income, net

Interest income

Other income (expense)

Changes in fair value of warrant liability

Changes in fair value of option liability

( 3,214,286 )

Loss before income taxes

1 unchanged sentence

( 11,619,422 )

Income tax recovery (expense)

Income tax recovery

Deferred tax recovery

Net loss and comprehensive loss

$ ( 116,420,462 )

$ ( 11,403,994 )

Loss per share:

Weighted-average shares used to compute loss per share:

Loss per share – basic and diluted

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

Share-based compensation expense included in expenses:

Cost of services (content, hosting, and other)

General and administrative

Research and development

Sales and marketing

Total share-based compensation expense

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

Consolidated Balance Sheets

(Expressed in

(Expressed in U.S.

Current assets

1 unchanged sentence

$ 218,338,658

$ 337,169,279

Marketable securities

Accounts receivable, net

Accounts receivable

Prepaid expenses and other

Prepaid expenses and other, long term

Capital assets

Right-of-use assets

Intangible assets

Other non-current assets

Property and equipment, net

Right-of-use assets, net

Intangible assets, net

$ 295,712,888

$ 366,982,638

Liabilities and Shareholders’ Equity

2 unchanged sentences

Deferred revenue

Lease liabilities

Income taxes payable

Warrant liability

Lease liabilities

Contingent consideration

Lease liabilities, long-term

Contingent consideration, net of current portion

Warrant liability

Other liability

Temporary equity

Preference shares

Commitments and contingencies

Commitments and contingencies (Note 16)

Shareholders’ equity

Common shares

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

Common shares ($ 0.0001 par value per share, 700,000,000 Class A shares authorized, 114,926,700 and 111,467,763 shares issued and outstanding, as of December 31, 2023 and 2022, respectively;

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

110,000,000 Class D authorized, 105,782,403 and 105,782,403 shares issued and outstanding, as of December 31, 2023 and 2022, respectively)

Accumulated deficit

( 145,203,163 )

2 unchanged sentences

$ 295,712,888

$ 366,982,638

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

Consolidated Statements of Shareholders’ Equity

(Expressed in

of Common Stock

December 31, 2020

(Expressed in U.S.

For the year ended December 31, 2023

Number of Common Stock

Paid-in Capital

Accumulated Deficit

Balance December 31, 2022

$ 367,649,123

$ ( 28,782,701 )

of Legacy Rumble Class A Common Stock

of Legacy Rumble Class B Common Stock in exchange for Legacy Rumble Class A Common Stock

of Legacy Rumble Common Shares and options in connection with Locals acquisition

costs in connection with Locals acquisition

of Legacy Rumble restricted stock units

based payments

$ 339,634,779

Issuance of Class A Common Stock in connection with Callin acquisition

Issuance costs in connection with Callin acquisition

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

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

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

( 2,308,593 )

December 31, 2021

Net share settlement on restricted stock units

( 2,107,536 )

( 2,107,571 )

Share-based compensation

Loss for the year

( 116,420,462 )

Balance December 31, 2023

$ 396,057,788

$ ( 145,203,163 )

$ 251,623,148

For the year ended December 31, 2022

of Common Stock

Rumble Class A

Rumble Class B

Rumble Class A

Rumble Class B

Paid-in Capital

December 31, 2021

23 unchanged sentences

( 37,003,588 )

based payments

( 11,403,994 )

6 unchanged sentences

Consolidated Statements of Cash Flows

(Expressed in

(Expressed in U.S.

For the year ended December 31,

1 unchanged sentence

Operating activities

Net loss and comprehensive loss for the period

Net loss for the period

$ ( 116,420,462 )

$ ( 11,403,994 )

Adjustments to reconcile net loss to cash flows used in operating

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization and depreciation

Share-based compensation

Interest expense

Deferred tax expense (recovery)

Depreciation on right-of-use assets

Change in lease liabilities due to cash payments

Gain on change in fair value of warrants

Non-cash portion interest expense

Amortization on right-of-use assets

Change in fair value of warrants

( 2,365,895 )

Loss on change in fair value of option liability

Realized foreign exchange loss

( 21,010,500 )

Change in fair value of contingent consideration

( 1,922,381 )

Changes in non-cash working capital:

Changes in operating assets and liabilities:

Accounts receivable

( 2,935,399 )

Prepaid expenses

Prepaid expenses and other

( 4,990,778 )

( 9,500,432 )

Accounts payable and accrued liabilities

Deferred revenue

Income taxes payable

Deferred taxes

( 3,323,744 )

Operating lease liabilities

Net cash used in operating activities

( 92,911,313 )

( 32,285,957 )

Investing activities

Purchase of capital assets

Purchase of property and equipment

( 14,572,933 )

( 8,544,398 )

Purchase of intellectual property

Purchase of intangible assets

( 2,915,085 )

Purchase of marketable securities

( 1,135,200 )

Cash acquired on acquisition of Locals Technology Inc.

( 1,100,000 )

Sale of marketable securities

Cash acquired in connection with Callin acquisition

Acquisition of North River, net of cash acquired

( 7,249,085 )

Net cash used in investing activities

( 23,771,314 )

( 10,139,167 )

Financing activities

Repayments of bank indebtedness

Repayments of from long-term debt

Taxes paid from net share settlement for share-based compensation

( 2,107,516 )

Proceeds from other liabilities

Proceeds from issuance of Legacy Rumble preferred shares and Class A common shares

Proceeds from Qualifying Transaction

5 unchanged sentences

( 54,091,750 )

Increase in cash and cash equivalents

Net cash (used in) provided by financing activities

( 2,147,994 )

Effect of exchange rate changes on cash and cash equivalents

(Decrease) increase in cash and cash equivalents

during the period

and cash equivalents, beginning of period

Cash and cash equivalents, end

( 118,830,621 )

Cash and cash equivalents,

beginning of period

Cash and cash equivalents,

end of period

$ 218,338,658

$ 337,169,279

Supplemental cash flow information:

2 unchanged sentences

Cash paid for lease liabilities

Non-cash transactions related to the Qualifying Transaction (Note 2)

Non-cash investing and financing activities:

Property and equipment in accounts payable and accrued liabilities

Settlement of loan receivable in exchange for Class A Common Stock

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

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

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

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

1 unchanged sentence

Nature of Operations

“the Company”) is a full-service video technology provider offering customizable video players, original content videos, and

a library of advertisements for use with its video players.

The Company’s registered office is 444 Gulf of Mexico Drive, Longboat Key,

Florida, 34228.

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

under the symbol “RUM” and “RUMBW”, respectively.

On December 1, 2021, Rumble Inc.,

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

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

On September 16,

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

CFVI was renamed Rumble Inc.

and Legacy Rumble was renamed Rumble Canada Inc.

(the “Qualifying Transaction”).

Refer to Note

12 Qualifying Transaction for further detail.

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

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

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

The Company’s shares of

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

“RUMBW”, respectively.

Basis of Presentation

2 unchanged sentences

States of America (“U.S.

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

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

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

All intercompany balances and transactions have been

eliminated upon consolidation.

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

Any reference in

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

and Accounting Standards Update (“ASU”).

All intercompany balances and transactions have been eliminated upon consolidation.

These financial statements are presented in U.S.

dollars, which is the functional currency of the Company.

except where otherwise indicated.

Basis of Consolidation

These consolidated financial statements

include the accounts of the Company and all subsidiaries.

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

or is the primary beneficiary of a variable interest entity.

Subsidiaries are fully consolidated from the date control is transferred

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

The consolidated financial statements include all the assets, liabilities,

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

Use of Estimates

6 unchanged sentences

used, which include but are not limited to the:

evaluation of revenue recognition criteria;

collectability of accounts receivable;

of stock-based compensation awards;

valuation of financial instruments measured at fair value through profit and loss;

assessment and

recoverability of long-lived assets;

useful lives of long-lived assets, including goodwill;

and the realization of tax assets, estimates

of tax liabilities, and valuation of deferred taxes.

These estimates, judgments, and assumptions are reviewed periodically and the impact

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

Actual results could differ

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

position and results of operations.

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2022 and 2021

Significant Events and Transactions

On December 1, 2021, Rumble Inc (“Legacy

Rumble”), a corporation incorporated under the laws of the Province of Ontario, entered into a business combination agreement (the

“Business Combination Agreement”) with CF Acquisition Corp.

VI, a Delaware corporation (“CFVI”), which among other

things, provided for the exchange of all of the issued and outstanding shares of Legacy Rumble (“Rumble Acquisition”) for

the shares of Class A Common Stock and Class C Common Stock and exchangeable shares in a wholly-owned subsidiary of CFVI, subject to adjustments

and payable in accordance with the terms of the Business Combination Agreement.

CFVI is a special purpose acquisition

company, formed for the purpose of effecting an acquisition of one or more business or assets, by way of Qualifying Transaction, amalgamation,

share exchange, asset acquisition, share repurchase, reorganization, or other similar business combination involving CFVI, referred to

as its qualifying acquisition (“Qualifying Transaction”).

CFVI’s sponsor is CFAC Holdings VI, LLC (the “Sponsor”).

On February 23, 2021, CFVI consummated the initial public offering (the “Offering”) of 30,000,000 units (“CFVI Units”)

for gross proceeds of $ 300,000,000 .

Each CFVI Unit consists of one share of Class A Common Stock (“CFVI Class A Common Stock”)

and one-fourth of one redeemable warrant (“CFVI Warrant(s)”).

Each whole CFVI Warrant entitles the holder to purchase one

share of CFVI Class A Common Stock at a price of $11.50, and is exercisable on the later of 30 days after the completion of Qualifying

Transaction or 12 months from the closing of the Offering, and expires 5 years after the completion of the Qualifying Transaction, or

earlier upon redemption of liquidation.

Upon closing of the Offering, the CFVI Units were listed on the Nasdaq.

The total proceeds from

the Offering were placed in an escrow account to be released upon consummation of the Qualifying Transaction in accordance with the terms

and conditions of the related escrow agreement.

Prior to the closing of the Qualifying Transaction discussed below, CFVI shareholders

were permitted to elect to redeem their shares of CFVI Class A Common Stock for cash even if they approved the Qualifying Transaction.

As a result, actual redemptions by CFVI shareholders were 30,689 CFVI Class A Common Stock and the remaining 29,969,311 shares of CFVI

Class A Common Stock of the Company remained outstanding.

Simultaneous with the closing of the Offering, CFVI consummated the sale of

700,000 units (“CFVI Placement Units”) to the Sponsor for gross proceeds of $ 7,000,000 .

Additionally, in connection with the

Offering, the Sponsor committed, pursuant to a forward purchase contract (“FPA”) with CFVI, to purchase, in a private placement

for gross proceeds of $ 15,000,000 to occur concurrently with the consummation of the Qualifying Transaction, 1,500,000 CFVI Units on substantially

the same terms as the sale of CFVI Units in the Offering at $ 10.00 per CFVI Unit, and 375,000 CFVI Class A Common Stock (for no additional

consideration).

The funds from the FPA were to be used as part of the consideration to the sellers in the Qualifying Transaction.

On September 16, 2022 (the “Closing

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

Transaction, which constitutes CFVI’s Qualifying Transaction.

In connection with the closing of the Qualifying Transaction, CFVI

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

References herein to “CFVI” and “Legacy Rumble”

are to CF Acquisition Corp.

VI and Rumble Inc, respectively, prior to the consummation of the Qualifying Transaction, and references to

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

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2022 and 2021

Significant Events and Transactions (Continued)

Consideration for the Qualifying Transaction

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

was as follows:

● For each share of Legacy Rumble capital stock

held by eligible electing Canadian shareholders of Legacy Rumble (the “Electing Shareholders”), the Electing Shareholders

received a number of exchangeable shares in 1000045728 Ontario Inc., an indirect, wholly owned Canadian subsidiary of CFVI (“ExchangeCo”,

and such shares, the “ExchangeCo Shares”) equal to the quotient obtained by dividing the Price Per Company Share (as defined

below) by $10.00 (the “Company Exchange Ratio”), and such Electing Shareholders concurrently subscribed for nominal value

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

a new class of voting, non-economic shares of common stock of the Company created and issued in connection with the Qualifying Transaction.

This resulted in the issuance of 168,762,214 shares of Class C Common Stock of the Company for a par value of $16,876;

● For each share of Legacy Rumble capital stock

held by all other shareholders of Rumble (the “Non-Electing Shareholders”, and collectively with the Electing Shareholders,

the “Rumble Shareholders”), such Non-Electing Shareholder received a number of shares of Class A common stock, par value $0.0001

per share, of the Company (“Class A Common Stock”) equal to the Company Exchange Ratio.

This resulted in the issuance of 48,970,404

shares of Class A Common Stock of the Company for a par value of $4,897.

The “Arrangement Consideration”

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

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

purchase Legacy Rumble stock.

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

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

Combination Agreement).

The Company Exchange Ratio was determined to be 24.5713:1.0000 .

In addition, under the Business Combination

● All outstanding options to purchase shares of

Legacy Rumble capital stock were exchanged for options (“Exchanged Company Options”) to purchase (a) a number of shares of

Class A Common Stock (“Base Option Shares”) equal to the product (rounded down to the nearest whole number) of (i) the number

of shares of Legacy Rumble capital stock subject to such options and (ii) the Option Exchange Ratio (as defined below), and (b) a fraction

of a share of Class A Common Stock with respect to each Base Option Share equal to the Option Earnout Fraction (as defined below) (such

fractional shares, “Tandem Option Earnout Shares”).

The aggregate purchase price per Base Option Share together with the related

fraction of the Tandem Option Earnout Share equals (i) the exercise price of such Legacy Rumble stock options divided by (ii) the Option

Exchange Ratio (rounded up to the nearest whole cent);

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2022 and 2021

Significant Events and Transactions (Continued)

● The outstanding warrant to purchase shares of

Legacy Rumble capital stock was exchanged for a number of shares of Class A Common Stock equal to the product (rounded down to the nearest

whole number) of the number of shares of Rumble capital stock subject to the warrant and the Company Exchange Ratio.

This resulted in

the issuance of 14,153,048 shares of Class A Common Stock of the Company for a par value of $ 731,281 .

“Option Earnout Fraction”

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

“Option Exchange

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

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

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

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

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

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

and (y) $10.00.

In addition, for an aggregate purchase

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

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

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

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

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

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

at the closing of the Qualifying Transaction, Mr.

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

The Company also issued, as of the

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

Further, upon the closing of the Qualifying

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

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

While CFVI was the legal acquirer

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

The Rumble Acquisition is accounted for as a reverse

recapitalization in accordance with U.S.

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

reporting purposes and Legacy Rumble is treated as the acquiror.

This determination is primarily based on the facts that subsequent to

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

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

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

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

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

net assets of CFVI, accompanied by a recapitalization.

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2022 and 2021

Significant Events and Transactions (Continued)

The net assets of CFVI were stated

at historical costs.

No goodwill or other intangible assets were recorded.

Operations prior to the Qualifying Transaction are those of

Legacy Rumble.

In connection with the Qualifying Transaction,

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

The number of shares of the Company’s

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

CFVI Public Shareholders

Sponsor Related Parties and Other Holders of Founder’s Shares

Rumble Shareholders

PIPE Investors

Closing shares

Details of the Qualifying Transaction

are summarized as follows:

Fair value of shares issued by Rumble

$ 353,039,304

Net assets acquired:

$ 300,797,018

Prepaid expenses

Accounts payable, accruals, and other liabilities

Warrant liability

( 29,625,500 )

FPA liability

( 8,362,419 )

PIPE escrow proceeds

Sponsor FPA proceeds

Class D Common Stock proceeds

Shares repurchase of Class C Common Stock

( 11,000,000 )

$ 350,774,020

Excess fair value over net assets acquired – listing fee

The excess fair value over net assets

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

Additionally, the Company incurred transaction costs of $ 54,091,750 ,

consisting of banking, legal, and other professional fees.

The transaction costs were recorded as a reduction to additional paid-in capital

in accordance with Staff Accounting Bulletin Topic 5.A.

During the year, there was a change in

ownership structure of the subsidiaries within the Group.

Rumble Inc purchased the shares of Locals Technology Inc.

and Rumble USA Inc.

from Rumble Canada Inc on October 19, 2022 and December 31, 2022, respectively.

There is no change in the group structure of the Company

due to this change in ownership.

allowance for credit losses;

valuation of share-based compensation awards;

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

fair value of financial

instruments including warrant liability and contingent consideration;

discount rate in determining lease liabilities;

valuation of long-lived

assets and their associated useful lives, valuation of goodwill;

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

valuation of deferred taxes.

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

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

Actual results could differ materially from those

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

results of operations.

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

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Foreign Currency

The functional currency of the Group

The functional currencies of the Company

and its foreign subsidiaries are the U.S.

Transactions denominated in currencies other than the U.S.

dollar are remeasured using end-of-period exchange rates

or exchange rates prevailing at the date of the transaction, and the resulting gains or losses are recognized as a component of operating

dollar are remeasured using

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

as a component of other income (expense).

Fair Value Measurements

The carrying amounts of the Company’s

financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, lease liabilities,

warrant liability and other liabilities approximated their fair values at December 31, 2022 and 2021.

The fair value of a financial instrument

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

Fair value measurement

is based on a hierarchy of observable or unobservable inputs.

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

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

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

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

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

In instances where the determination

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

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

in its entirety.

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

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

The Company may measure eligible assets

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

Fair value treatment may be elected either upon initial

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

The Company evaluates the estimated

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

See Note 16 for further details.

Our financial instruments include

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

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

Concentration Risk

A meaningful portion of the Company’s

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

with a few customers.

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

agreements with a several customers.

See Note 18 for further details.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

Revenue Recognition

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● Advertising fees;

● Licensing fees and other

● Other services and cloud

Revenues are recognized when the control

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The Company generates advertising fees

by delivering both display advertisements and cost-per-message-read advertisements.

Display advertisements are placed on Rumble and third-party

publisher websites or mobile applications.

Customers pay for advertisements either directly or through their relationships with advertising

agencies or resellers, based on the number of impressions delivered or the number of actions such as clicks, or purchases taken, by our

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

Digital video and display advertisements

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

Customers pay for advertisements either directly or through

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

as clicks, or purchases taken, by our users.

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

by a content creator.

The Company recognizes revenue from

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

For cost-per-message-read

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

a user makes a purchase.

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

before it is transferred to the customer.

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

before it is transferred to the customer.

Other services and cloud

Other services include:

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

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

pay-per-view;

fees from tipping and platform hosting fees.

Subscription services are recognized

over time for the duration of the contract.

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

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Revenue Recognition (Continued)

The Company recognizes revenue from

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

For cost-per-message-read

advertising, customers pay to have their products or services promoted by a content creator and advertising revenue is recognized when

the performance obligation is fulfilled, usually when the message is read.

In general, advertising fees are reported on a gross basis,

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

Control is evidenced by the Company’s

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

The Company also generates advertising

revenue by displaying advertising on third-party publishers’ websites, applications, or other offerings.

To fulfill these transactions,

the Company purchases advertising inventory from third-party publishers’ websites and applications.

At such point, the Company has

the sole ability to monetize the third-party publishers advertising inventory.

Therefore, the Company reports advertising revenues generated

from these transactions on a gross basis and records the related traffic acquisition costs as cost of services.

Licensing Fees and Other

Under bulk license agreements, the

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

These services are billed based on

the access to the content regardless of the number of videos downloaded.

All of these services are highly interdependent as the customer’s

ability to derive its intended benefit from the contract depends on the entity transferring both the access to the content library over

time and making the videos available as and when required by the customer for download.

These services therefore constitute a single performance

obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term.

predominant item in the single performance obligation is a license providing a right to access the content library throughout the license

For these arrangements, the Company recognizes the total fixed fees under the contract as revenue rateably over the term of the

contract as the performance obligation is satisfied, as this best depicts the pattern of control transfer.

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

All of these services

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

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

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

a similar manner throughout the contract term.

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

to access the content library throughout the license period.

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

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

of control transfer.

For license agreements related to the

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

is therefore recognized rateably over the term of the contract.

In addition, certain arrangements related to the license of the Rumble

player include the monetization of content.

In these arrangements, Rumble will manage the provision of services to advertising providers

and share the revenues with the customers.

This revenue is recognized over time as user views occur.

is therefore recognized ratably over the term of the contract.

The Company generates revenue through

the licensing of content to third-party platforms.

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

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

For these arrangements, revenue is recognized when the performance

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

The usage-based royalty exemption has been

taken by the Company for these arrangements.

Fees from tipping features are recognized

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

Revenues related to platform hosting

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

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

are consistent with the allocation objective.

Cloud services are generally provided

on either a consumption or subscription basis.

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

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

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

receives and consumes the benefits of the cloud services.

Costs to Obtain a Contract

The Company recognizes an asset for the incremental costs of obtaining

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

As of December 31, 2023, the Company had

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

(2022 - $ 507,392 ).

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

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

There were no asset impairment

charges for contract acquisition costs for the periods noted above.

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

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Revenue Recognition (Continued)

Other revenues include fees earned

from tipping features within the Company’s platform as well as certain cloud, subscription, platform hosting, and professional services.

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

Both cloud and subscription services are

recognized over time for the duration of the contract.

Revenues related to platform hosting are recognized over time as the Company provides

access to the platform.

Professional service revenues have stand-alone functionality to the customer and are recognized at a point in

time as services are provided or earned.

Variable Consideration

The Company may enter into certain

licensing and other arrangements where consideration may be paid in exchange for rights to monetize content, and therefore, total consideration

to be received by the Company may be variable in nature.

The Company recognizes this non-cash consideration as a contingent payment, and

therefore, does not recognize fair value of the user views promised in these arrangements until control over the content is transferred

over to the Company.

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

Costs to Obtain a Contract

The Company expenses sales commissions

when incurred when the amortization period would have been one year or less.

These costs are recorded within sales and marketing expenses.

Principal vs Agent

In our arrangements, we evaluate whether

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

The Company controls the advertising

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Control is evidenced by the Company’s

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

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

The Company is also acting as the principal

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

well as the platform over which the content is displayed.

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

to the contract with its customers.

As it relates to platform hosting,

the Company reports revenues on a net basis because the Company’s performance obligation is to provide a platform for content creators

to post content and interact with end users, in exchange for a fee.

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

over which the content is displayed.

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

its customers.

As it relates to revenues earned from

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

post content and interact with end users.

Practical Expedients and

The Company does not disclose the value

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

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

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2022 and 2021

Summary of Significant Accounting Policies (Continued)

Costs of Services

The Company does not disclose the transaction price allocated to unsatisfied

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

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

Costs of Services (Exclusive of

Amortization and Depreciation)

Costs of services primarily consist

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These costs primarily include:

● Programming and content costs related to payments

to content providers from whom videos and other content are licensed.

These costs are typically paid to these providers based on revenues

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

● Other costs of services include third-party service

provider costs such as data center and networking, staffing costs directly related to professional services fees, and costs paid to publishers.

● Programming

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

These costs are typically

paid to these providers based on revenues generated.

In certain circumstances we incur additional costs related to incentivizing top

content creators to promote and join our platform.

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

services fees, and costs paid to publishers.

Deferred Revenue

The Company records amounts that have

been invoiced to its clients in either deferred revenue or revenue depending on whether the revenue recognition criteria described above

have been met.

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

Contract Assets

The adoption of Topic 606 for revenue

recognition included adoption of Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers , which requires deferral

of the incremental costs of obtaining a contract with a customer.

The Company does not have significant contract assets.

Marketing Costs

All marketing costs are expensed as

incurred and are included in sales and marketing expense on the consolidated statement of comprehensive loss.

The Company’s cloud services and software

are generally warranted to perform materially in accordance with user expectation under normal use and circumstances.

Warranties may not

be purchased separately from services, and only provide assurance that the services comply with agreed-upon specifications.

has entered into service-level agreements with substantially all of its cloud services customers warranting defined levels of uptime reliability

and performance, and permitting those customers to receive credits if the Company fails to meet those levels.

The Company accounts for income taxes

in accordance with the provisions of ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities

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

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

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

which the temporary differences are expected to reverse.

A valuation allowance is established for deferred tax assets for which realization

is uncertain.

The Company records amounts that have been invoiced to its clients

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

Deferred revenue

includes payments received in advance of performance under the contract.

Advertising Expenses

Advertising costs are expensed as incurred

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

During the year ended December 31, 2023,

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

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

Internal Use Software and Website

Development Costs

The Company capitalizes certain costs

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

our services.

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

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

Capitalized internal use software costs are included

in intangible assets, net on the consolidated balance sheets.

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

project and is up to five years .

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

in the consolidated statement of operations.

Costs related to the preliminary project

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

The Company recognizes deferred tax

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

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

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

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

A valuation allowance is established for deferred tax assets for

which realization is uncertain.

Uncertain tax positions are accounted

for in accordance with ASC 740, “Income Taxes,” which prescribes a comprehensive model for the manner in which a company

should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that the company has

taken or expects to take on a tax return.

ASC 740 applies to income taxes and is not intended to be applied by analogy to other taxes,

such as sales taxes, value-add taxes, or property taxes.

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

tax positions related to all open tax years for events that could change the status of its ASC 740 liability, if any, or require

an additional liability to be recorded.

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

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

Those positions,

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

by a taxing authority based upon its technical merits, are subjected to the measurement criteria of ASC 740.

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

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

This applies to income taxes and is

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

The Company reviews its

nexus in various tax jurisdictions and the Company’s tax positions related to all open tax years for events that could change the

status of its tax liability, if any, or require an additional liability to be recorded.

Such events may be the resolution of issues raised

by a taxing authority, expiration of the statute of limitations for a prior open tax year or new transactions for which a tax position

may be deemed to be uncertain.

Those positions, for which management’s assessment is that there is more than a 50 percent probability

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

The Company records the largest amount

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knowledge of all relevant information.

Any ASC 740 liabilities for which the Company expects to make cash payments within the next

twelve months are classified as “short term.

The Company offers a stock option plan

for certain of its employees, advisory board members, directors, officers and consultants under which certain stock options have been

The Company applies the provisions of ASC 718, Stock-based Compensation , which requires companies to measure all employee

stock-based compensation awards using the fair value method.

Under this method, the fair value of each option grant is estimated on the

date of grant and the Company records compensation expense based on the estimated fair value over the requisite service period for each

award, which generally equals the vesting period.

For service-based options, the Company uses the straight-line amortization method for

recognizing share-based compensation expense over the requisite service period.

Vesting period for the stock options

granted is determined by the Board of Directors and the typical vesting for equity awards with service conditions is vesting over three

to four years (2021 – one to four years).

Requisite service period for Rumble’s stock options subject to service conditions

is coterminous with the vesting period specific to those stock options.

The Company has also issued equity

awards such as warrants, restricted stock units and/or stock options that are subject to certain performance or service conditions.

performance condition refers to a change in control and/or the Company becoming publicly traded.

Vesting condition for such equity awards

is met when either the performance condition is satisfied or deemed likely to be satisfied.

Typical service conditions is vesting over

seven months to four years (2021 - one to four years).

The Company has also granted a warrant

to a non-employee subject only to a performance condition.

Under ASC 718, the Company assesses the probability of the performance condition

being achieved at each reporting date and records the compensation cost based on the probability of the performance condition being met.

Performance condition was met as of December 31, 2021.

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

are classified as “short term”.

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

Compensation (Continued)

The Company values stock options and

warrants using the Black-Scholes option pricing model.

The use of this valuation model involves assumptions that are judgmental and highly

sensitive in the determination of compensation expense and include the share price, the expected life of the option and the share price

When options or warrants are exercised,

the corresponding additional paid-in capital and the proceeds received by the Company are credited to share capital.

If stock options

are repurchased, the excess of the consideration paid over the carrying amount of the stock or stock options repurchased is charged to

additional paid-in capital and/or deficit.

Comprehensive Loss

ASC 220, Comprehensive Income ,

establishes standards for reporting and displaying comprehensive loss and its components in the financial statements.

Comprehensive loss

consists of net loss and other comprehensive loss.

Share-Based Compensation

The Company issues equity awards such

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

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

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

For equity awards granted to employees

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

service period.

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

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

The requisite service period for Rumble’s equity

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

For equity awards with either a market

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

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

For equity awards with

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

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

Forfeitures are accounted for when they

Loss per Share

The Company calculates basic and diluted

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

The Company has excluded

other potentially dilutive shares, which include warrants to purchase common shares and outstanding stock options, from the number of

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

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

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

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

Cash, Cash Equivalents, and Marketable

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The Company considers all marketable

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

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

Management determines the appropriate

classification of investments at the time of purchase and re-evaluates such determination at each balance sheet date.

Additionally, the Company had a line

of credit available which was discharged in June 2021.

Accounts Receivable and Allowance

for Cumulative Expected Credit Losses

Accounts receivable includes current

outstanding invoices billed to customers due under customary trade terms.

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

The Company maintains an allowance

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

general and administrative expense in the consolidated statements of comprehensive loss.

Collectability is assessed by reviewing accounts

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

with known disputes or collectability issues.

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

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

future economic conditions to inform adjustments to historical loss data.

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

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

Management determines the appropriate classification

of investments at the time of purchase.

Marketable securities are being accounted

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

the consolidated statements of operations.

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

or less and their amortized cost approximates fair value.

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

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Accounts Receivable

and Allowance for Cumulative Expected Credit Losses (Continued)

and Allowance for Current Expected Credit Losses

Accounts receivable includes current outstanding invoices billed to

customers due under customary trade terms.

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

The accounts receivable

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

The Company maintains an allowance for

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

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

Collectability is assessed by reviewing accounts receivable

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

disputes or collectability issues.

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

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

conditions to inform adjustments to historical loss data.

Volatility in market conditions and

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

Prepaid Expenses

Prepaid expenses and other consists

of advance payments related to good and services to be received as well as other assets including merchandise inventory and a loan receivable

to related parties for the Company’s subsidiary’s domain name.

Capital Assets

Capital assets are stated at cost, net

of accumulated depreciation.

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

generally as follows:

Property and equipment are stated at

cost, net of accumulated depreciation.

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

which is generally as follows:

Computer hardware

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Right-of-Use Assets and Lease Liabilities

The Company accounts for its right-of-use

assets and lease liabilities in accordance with ASC 842, Leases .

Right-of-use assets represent the right to use an underlying asset

for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease.

Right-of-use assets represent the right

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

Most of our leases contain lease and

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

The Company combine

The Company combines

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

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Such variable lease costs

are expensed as incurred on the consolidated statement of comprehensive loss.

are expensed as incurred on the consolidated statement of operations.

Right-of-use assets and lease liabilities

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

Our lease terms may include options

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

When determining the probability of

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

We do not assume renewals in our determination

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

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

Right-of-Use Assets and Lease Liabilities

As most of our leases do not provide

an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the

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

present value of lease payments.

Our incremental borrowing rate is a hypothetical rate based on our understanding of what our credit rating

would be in a similar economic environment.

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

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

Operating lease costs are recognized

on a straight-line basis over the lease terms.

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2022 and 2021

Summary of Significant Accounting Policies (Continued)

The Company has elected the practical

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

months or less at the commencement date.

Intangible Assets

Intangible assets with finite lives

consist of intellectual property, internal-use software, technology, brand, and domain names acquired through business combination or

asset acquisition.

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

acquisition close.

Other intangible assets acquired through asset acquisition are carried at cost, net of accumulated amortization.

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

Long-Lived Assets and Other Acquired

Intangible Assets

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

Intangible assets acquired through business

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

Other intangible assets acquired through asset

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

relative fair value basis to the net assets acquired.

Intangible assets are amortized on a

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

Impairment of Long-Lived Assets and

Finite Lived Intangible Assets

The Company reviews long-lived assets

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

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

may not be recoverable.

During this review, the Company re-evaluates the significant assumptions used in determining the original cost

and estimated lives of long-lived assets.

Although the assumptions may vary from asset to asset, they generally include operating results,

cash flows, and other indicators of value.

Management then determines whether the remaining useful life continues to be appropriate, or

whether there has been an impairment of long-lived assets based primarily upon whether expected future undiscounted cash flows are sufficient

to support the assets’ recovery.

If impairment exists, the Company adjusts the carrying value of the asset to fair value, generally determined

using a discounted cash flow analysis.

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

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

When indicators of potential impairment are present, the

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

If the sum of the undiscounted cash

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

value over the fair value, if any.

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

Goodwill represents the excess of the

2 unchanged sentences

value may not be recoverable.

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

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

The Group performs its annual

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

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

The Company performs its annual

goodwill impairment test during the fourth fiscal quarter.

For its annual impairment test performed

in the fourth quarter of fiscal 2022, the Group completed a quantitative assessment and determined that there was no impairment of goodwill.

Warrant Liability

The Company accounts for warrants in

connection with the Offering, CFVI Placement Units, and FPA using applicable authoritative guidance in ASC 480, Distinguishing Liabilities

from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers

whether the warrants are freestanding instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet

all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own

shares of common stock and whether the warrant holders count potentially require “net cash settlement” in a circumstance outside

of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional

judgment, is conducted at the time of issuance of the warrants and execution of the Offering, CFVI Placement Units, and FPA and as of

each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that do not meet all the

criteria for equity classification, such warrants are required to be recorded at their initial fair value on the date of issuance, and

on each balance sheet date thereafter.

Changes in the estimated fair value of liability-classified warrants are recognized on the consolidated

statements of comprehensive loss in the period of change.

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

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

Warrant Liability (Continued)

The Company accounts for the warrants

in connection with the Offering, CFVI Placement Units, and FPA in accordance with guidance in ASC 815-40, Derivatives and Hedging –

Contracts in Entity’s Own Equity (“ASC 815-40”), pursuant to which the warrants do not meet the criteria for equity

classification and must be recorded as liabilities.

See Note 11 for further discussion of the pertinent terms of the warrants and for

further discussion of the methodology used to determine the fair value of the warrants.

Warrant Liability

The Company accounts for warrants by

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

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

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

This assessment, which requires

the use of professional judgment, is conducted at the time of issuance of the warrants and as of each subsequent quarterly period end

date while the warrants are outstanding.

For issued or modified warrants that do not meet all the criteria for equity classification,

such warrants are required to be as a liability initially at their fair value on the date of issuance, and subsequently remeasured to

fair value on each balance sheet date thereafter.

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

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

The Company accounts for all its warrants

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

Business Combinations

The Company’s business combinations

are accounted for under the acquisition method.

Management allocates the fair value of purchase consideration to the tangible and intangible

assets acquired and liabilities assumed based on their estimated fair value.

The excess of the fair value of purchase consideration over

the fair values of these identifiable assets and liabilities is recorded as goodwill.

Such valuation require management to make significant

judgment and estimates including the selection of valuation methodologies, future expected cash flows, discount rates, and useful lives.

The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and,

as a result, actual results may differ from estimates.

Interest in a Joint Venture

One of the Group’s subsidiaries

has a 30 % membership interest in a joint venture based in Florida, USA named Liberatio Special Ventures LLC (“Liberatio”).

Liberatio is involved in the development and operation of an ecosystem, intended to provide customers with the ability to process payments

and engage in other related value-driven activities.

The Group’s interest in Liberatio is accounted for using the equity method

in the financial statements .

Reclassifications

of Previously Issued Financial Statements

Certain amounts for prior periods have

been reclassified in the consolidated financial statements to conform to the current year presentation.

There has been no impact on previously

reported net loss or shareholders’ equity from such reclassifications.

The following table summarizes the

impact of the reclassification adjustments on the Company’s Amended Securities Registration Statement on Form S-1/A for the year

ended December 31, 2021 filed on November 4, 2022, as well as unaudited Form 10-Q/A for the three and nine months ended September 30,

2022 and 2021 filed on November 15, 2022.

As previously reported

As reclassified

Consolidated statement of comprehensive loss for the year ended:

December 31, 2021

Cost of revenues, exclusive of depreciation and amortization

$ ( 7,198,859 )

Cost of services (content, hosting, and other)

General and administrative

Sales and marketing

Amortization and depreciation

The Company evaluates whether acquired

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

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

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

If not, the Company applies its judgement to determine whether

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

to create outputs.

The Company accounts for business combinations

using the acquisition method when it has obtained control.

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

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

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

Transaction costs, other than those associated with

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

Any contingent consideration is measured

at fair value at the acquisition date.

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

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

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

in the period of change.

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

the Company reports provisional amounts.

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

from the acquisition date.

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

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

Notes to the Consolidated Financial Statements

1 unchanged sentence

For the years ended December 31, 2023 and 2022

of Significant Accounting Policies (Continued)

Reclassifications of Previously

Issued Financial Statements

As previously reported

As reclassified

Condensed consolidated statements of comprehensive loss for the three months ended:

September 30, 2022

Cost of revenues

$ ( 7,489,884 )

Cost of services (content, hosting, and other)

General and administrative

Sales and marketing

( 5,093,921 )

Amortization and depreciation

Interest income (expense), net

Income tax (expense) recovery

September 30, 2021

Cost of revenues

( 1,809,612 )

Cost of services (content, hosting, and other)

General and administrative

Sales and marketing

Amortization and depreciation

Condensed consolidated statements of comprehensive loss for the nine months ended:

September 30, 2022

Cost of revenues

( 14,671,468 )

Cost of services (content, hosting, and other)

General and administrative

Sales and marketing

( 6,225,231 )

Amortization and depreciation

Interest income (expense), net

Income tax (expense) recovery

September 30, 2021

Cost of revenues

( 4,735,912 )

Cost of services (content, hosting, and other)

General and administrative

Sales and marketing

Amortization and depreciation

Summary of Significant Accounting Policies (Continued)

Asset Acquisitions

The Company accounts for asset acquisitions

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

Working capital items are recognized

at their stated amounts.

The Company has elected an accounting

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

becomes payable.

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

New Standards or

Amendments Adopted

The Company adopted the following new

standards or amendments effective January 1, 2023:

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

Measurement of Credit Losses on Financial Instruments.

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

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

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

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

There was no impact

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

New Standards or Amendments

Not Yet Effective

The following amendments to existing

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

Effective for years beginning after

December 15, 2023:

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

Fair Value Measurement of Equity Securities Subject to Contractual Sale

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

The amendments clarify those principles when measuring the

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

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

that hold those investments.

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

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

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

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

The update is expected to reduce

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

entity’s own equity.

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Summary of Significant Accounting Policies (Continued)

Our business operations and financial results have been, and may continue

to be, affected by the macroeconomic impacts resulting from the COVID-19 pandemic.

Management is actively monitoring the global situation

and the resulting impact it could have on the Company’s financial condition, liquidity, operations, industry, and workforce.

New Standards or Amendments

For the period ended December 31, 2022,

no new accounting standard was issued.

The following amendments to existing standards are effective January 1, 2022 and have no material

impact on the Company’s financial statements:

Standards Update 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock

Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging

Issues Task Force)

● Accounting Standards Update 2020-06—Debt—Debt

with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (applicable to convertible instruments

The amended standards relevant to the

Company that are issued, but not yet effective, up to the date of issuance of Company’s financial statements are listed below.

Company intends to adopt these amendments, if applicable, when they become effective and is currently analyzing them to determine their

impact on the financial statements:

● Accounting Standards Update 2022-03—Fair

Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

● Accounting Standards Update 2021-08—Business

Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

● Accounting Standards Update 2021-07—Compensation—Stock

Compensation (Topic 718):

Determining the Current Price of an Underlying Share for Equity-Classified Share-Based Awards (a consensus of

the Private Company Council)

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

Measurement of

Credit Losses on Financial Instruments.

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

Codification Improvements, ASU 2019-05, Targeted Transition Relief, ASU 2019-10, Effective Dates, and ASU 2019-11, Codification Improvements.

These ASUs are effective for Smaller Reporting Companies for fiscal years beginning after December 15, 2022, including interim periods

The adoption of this ASU is currently not expected to have a material impact on the consolidated financial statements.

Not Yet Effective (Continued)

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

Improvements to Reportable Segment Disclosures .

The purpose of this ASU

is to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment

measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other

disclosure requirements.

The Company is in the process of assessing

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

Effective for years beginning after

December 15, 2024:

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

Improvements to Income Tax Disclosures.

The amendments in this update require

that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional

information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater

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

The Company is still

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

Prior Period Reclassifications

Certain amounts in expenses and other

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

The reclassification has no impact

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

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Business Combinations

Acquisition of Locals Technology

On October 25, 2021, Legacy Rumble

acquired 100 % of the interest in Locals Technology Inc.

(“Locals”), a video streaming and content distribution platform, for

a total consideration of $ 7,039,110 .

The acquisition was accounted for as a business combination using the acquisition method.

The breakdown

of the fair value of the assets acquired and liabilities assumed is presented as follows:

Acquisition of Callin Corp.

On May 15, 2023 (the “Acquisition

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

(“Callin”), a podcasting and live streaming

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

The Company has

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

The fair value

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

Total consideration

Net assets acquired:

Accounts receivable

Prepaid expenses

Capital assets

Intangible assets

Property and equipment

Software and technology

Accounts payable, accruals, and other liabilities

Deferred revenue

( 1,137,814 )

Deferred tax liability

Fair value of net identifiable assets acquired

( 1,230,526 )

Total net assets acquired

Purchase consideration:

Common shares

Additional paid-in capital

The fair value of the consideration

consists of the following:

Shares issued

Shares to be issued

Replacement awards

Contingent consideration (liability) – retention payments

Contingent consideration (equity) – milestone 1

Contingent consideration (equity) – milestone 2

Contingent consideration payable

Total consideration

The acquired business contributed revenues

of $ 161,165 and loss of $ 2,555,073 for the Group as of the date of acquisition to December 31, 2021.

If the acquisition had occurred on

January 1, 2021, consolidated pro-forma revenue and loss for the year ended December 31, 2021 would have been $ 10,053,274 and $ 14,457,099 ,

respectively.

Acquisition-related costs of $ 215,494

that were not directly attributable to the issue of shares are included in general and administration expenses in the profit or loss and

in operating cash flows in the statement of cash flows.

The net cash inflow as a result of

this acquisition, included in investing activities in the statement of cash flows is $ 3,420,060 .

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Acquisitions (Continued)

Acquisition of Callin Corp.

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

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

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

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

the acquisition date was $ 9.99 per share.

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

issuable shares of Class A Common Stock to the common shareholders, series FF preferred shareholders, option holders and continuing employees

of Callin contingent on the following conditions being met:

Services are provided by a selling shareholder for 12 months;

Services are provided by a selling shareholder for 24 months;

Within 12 months, certain feature development and technical performance criteria are achieved, and the acquired technology

is integrated into the Company’s existing software and

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

In assessing what is part of the business

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

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

statements as post-combination expense.

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

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

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

For the remainder, the four

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

The following table shows the breakdown

of the contingently issuable shares:

Number of Shares

Contingent consideration

Share-based compensation (Note 13)

Total contingently issuable shares

The fair value of the contingent consideration

has been estimated as follows:

Retention payments 1 and 2

The Company has determined that retention

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

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

as a liability.

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

The key inputs into the fair value determination

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

acquisition date.

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

The Company has recognized

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

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

Milestone payments 1 and 2

The Company has determined that milestone

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

one contingency is not dependent on the other.

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

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

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

of 375,000 Class A Common Stock.

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Acquisitions (Continued)

Acquisition of Callin Corp.

During the year ended December 31,

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

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

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

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

The corresponding adjustment

was reflected in goodwill.

The acquired goodwill relates to Callin’s

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

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

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

The goodwill is not expected to be deductible

for tax purposes.

Acquisition-related transaction costs

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

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

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

Acquisition of North River Project

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

of North River Project Inc.

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

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

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

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

The contingent consideration contains two payments each consisting

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

existing software within a 5-year period.

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

which the payments have been met.

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

The Company acquired North River

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

The Company allocated the consideration

Software and technology

Assembled workforce

Net working capital

Deferred tax liability

( 2,059,120 )

Total consideration

The acquired software and technology

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

The assets are recorded in intangible

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

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Revenue from Contracts with Customers

1 unchanged sentence

disaggregated by type:

For the year ended December 31,

Licensing and other

For the year ended

Other services and cloud

Total revenues

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

depending upon the characteristics of the contract.

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

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

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

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

Deferred Revenue

2 unchanged sentences

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

(2021 - $ 182,684 ).

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

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

December 31, 2022.

Cash, Cash Equivalents, and Marketable Securities

1 unchanged sentence

31, 2023 and 2022 consist of the following:

Balance Sheet

Treasury bills and money market funds

1 unchanged sentence

$ 337,169,279

Balance Sheet

Treasury bills and money market funds

Marketable securities consist of term

deposits of $ 1,100,000 as at December 31, 2022 (2021 – $ nil ).

The Group did not have any long-term investments as at December 31,

2022 or 2021 except for the investment in a joint venture.

As of December 31, 2022, the Group

entered into a guarantee/ standby letter of credit for $ 1,257,500 which will be used towards the issuance of credit for running the day-to-day

business operations (2021 - $ nil ).

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

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

31, 2023 or 2022.

As of December 31, 2023, the Company

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

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

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Capital Assets

Property and Equipment

Computer hardware

3 unchanged sentences

( 4,312,336 )

( 1,044,416 )

Net carrying value

Depreciation expense on capital assets

for year ended December 31, 2022 was $ 987,014 (2021 - $ 57,402 ).

Depreciation expense on property and

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

Right-of-Use Assets and Lease Liabilities

The Group leases several facilities

under non-cancelable operating leases with no right of renewal.

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

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

The Company leases several facilities

and data centers under non-cancelable operating leases.

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

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

Right-of-use assets

1 unchanged sentence

Operating lease costs for the year

ended December 31, 2022 was $ 564,842 (2021 – $ 102,607 ) and are included in general and administration expenses in the consolidated

statement of comprehensive loss.

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

statements of operations.

As of December 31, 2023, the weighted-average

1 unchanged sentence

(2022 – 3.26 years and 2.35 %).

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2022 and 2021

Right-of-Use Assets and Lease Liabilities (Continued)

The following shows the undiscounted

cash flows for the remaining years under the lease arrangement as at December 31, 2022.

The following shows the future minimum lease payments for the remaining

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

imputed interest*

3 unchanged sentences

the difference between undiscounted cash flows and cash flows

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Intangible Assets

Weighted- Average Remaining Useful Lives

Gross Carrying Amount

1 unchanged sentence

Intellectual property

Brand (Note 4)

Technology (Note 4)

Internal-use software

Gross Carrying Amount

Software and technology

Internal software development

Assembled workforce

Carrying Amount

Accumulated Amortization

Intellectual property

Brand (Note 4)

Technology (Note 4)

Software and technology

Amortization expense related to intangible

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

For intangible assets held as of December

31, 2023, future amortization expense is as follows:

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Intangible Assets (Continued)

For intangible assets held as of December

31, 2022, amortization expense for the five succeeding fiscal years is as follows:

The Group is subject to income tax in

several jurisdictions of which only Rumble Canada Inc.

is subject to Canadian taxes.

Rumble Inc.’s combined statutory tax rate is 21.0 %

(2021 - 12.2 %).

Goodwill represents the excess of the

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

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

Balance, December 31, 2022

Balance, December 31, 2023

There was no impairment of goodwill for the years ended

December 31, 2023 and 2022.

The Company is subject to income tax

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

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

The difference between the tax calculated

9 unchanged sentences

Non-deductible expenses

Share-based compensation

Change in the fair value of warrant liability

( 4,412,205 )

Change in the fair value of option liability

Difference in jurisdictional tax rates

( 4,891,708 )

( 1,549,371 )

Tax restructuring

2 unchanged sentences

$ ( 215,428 )

Current tax (recovery) expense

$ ( 215,428 )

Deferred tax (recovery) expense

$ ( 128,459 )

The Company recorded an income tax

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

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

a full valuation allowance.

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

1 unchanged sentence

Deferred Tax Assets (Liabilities)

Deferred income tax assets:

Loss carryforwards

Tangible assets

Intangible assets

( 1,306,605 )

Share-based compensation

Deferred tax assets

R&D and other cost pool carryforwards

Gross deferred income tax assets

Valuation allowance

1 unchanged sentence

( 16,650,521 )

Net deferred tax assets/ (liability)

The Company has assessed the realizability of

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

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

In making such a determination, the Company considered

future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results

of operations.

A significant piece of objective negative evidence evaluated was the cumulative tax loss incurred by the Company over the

three year period ended December 31, 2022.

Such objective evidence limits the ability to consider other subjective evidence, such as projections

for future growth.

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

As at December 31, 2022, a valuation allowance has been taken against

the net deferred tax assets of $ 16,650,521 (2021 - $ 1,977,471 ).

The initial recognition of a component of this deferred tax asset was

recorded against additional paid-in capital on the consolidated balance sheets as the deferred tax asset is related to certain costs associated

with the reverse recapitalization which were recorded in additional paid-in capital but deductible in the year for tax purposes.

The following

table summarizes changes to the Company’s valuation allowance for the year ended December 31, 2022.

Balance, beginning of year

Total deferred income tax assets, net of valuation allowance

Deferred income tax liabilities:

Tangible assets

( 3,208,381 )

Transaction costs, reverse recapitalization

Intangible assets

( 3,297,449 )

Change in valuation allowance

( 1,306,605 )

Balance, end of year

Total deferred income tax liabilities

( 6,505,830 )

Deferred taxes have not been recorded on the basis differences for

investments in consolidated subsidiaries as these basis differences are indefinitely reinvested or will reverse in a non-taxable manner.

Quantification of the deferred income tax liability, if any, associated with indefinitely reinvested basis differences is not practicable.

( 1,306,605 )

Net deferred income tax assets and liabilities

The Company has assessed the realizability

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

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

In making such a determination, the Company considered

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

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

A significant piece of objective negative evidence evaluated was the

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

Such objective evidence limits the ability

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

After consideration of all these factors, the Company has

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

As at December 31, 2023, a valuation

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

Deferred income taxes have not been

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

or will reverse in a non-taxable manner.

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

basis differences is not practicable.

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

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

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

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

losses can be carried forward 20 years.

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

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Income Taxes (Continued)

As at December 31, 2022, the Company has US federal

and state losses carried forward of $ 47,341,455 (December 31, 2021 - $ 4,668,142 ) and Canadian federal and provincial non-capital loss

carryforwards of $ 25,468,713 (December 31, 2021 - $ 3,206,361 ).

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

state losses can be carried forward 20 years.

The Canadian non-capital losses carried forward expire between 2039 and 2042.

Utilization of net operating loss carryforwards

1 unchanged sentence

IRC Section 382, and similar state provisions.

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

than 50 percentage points over a three-year period.

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

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

The Company experienced ownership change during 2021.

1 unchanged sentence

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

A formal Section 382 study

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

The Company operates in a number of tax jurisdictions

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

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

The Company recognizes the effects of uncertain tax positions in the consolidated financial statements after determining that it is more-likely-than-not

the uncertain tax positions will be sustained.

As of December 31, 2022, the Company has not recorded any uncertain tax positions,

as well as any accrued interest and penalties on the consolidated balance sheets.

During the year ended December 31, 2022, the Company

did not record any interest and penalties in the consolidated statements of comprehensive loss.

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2022 and 2021

Warrant Liability

Warrant liability

comprises of 8,050,000 warrants issued by the Company in public offerings, private placements, and forward purchase contracts as follows:

As described in Note 2, as a result of the Business Combination Agreement, the Company acquired 7,500,000 warrants previously

issued by CFVI with regards to the Offering of 30,000,000 CFVI Units completed on February 23, 2021 (“Public Warrant(s)”).

placement warrants:

As described in Note 2, as a result of the Business Combination Agreement, the Company also acquired 175,000 warrants

previously issued by CFVI with regards to the sale of 700,000 units (including 175,000 warrants) (“Private Placement Warrants”).

purchase warrants:

As described in Note 2, the Company issued 1,500,000 shares in the Class A Common Stock of the Company and 375,000

warrants (“Forward Purchase Warrants”) to the Sponsor in relation to the FPA, for gross proceeds of $15,000,000.

Each whole Public Warrant, Private Placement

Warrant and Forward Purchase Warrant (“Warrants”) entitles the holder to purchase one share of common stock of the Company,

par value $ 0.0001 per share, for $ 11.50 per share.

The Warrants will become exercisable on the later of 30 days after the completion of

the Qualifying Transaction or 12 months from the closing of the IPO and will expire 5 years after the completion of the Qualifying Transaction,

or earlier upon redemption or liquidation.

The exercise price and entitlement of the Warrants is subject to certain adjustments including:

If the number of outstanding shares of common stock is increased

by a stock dividend payable in shares of common stock, or by a split-up of shares of common stock or other similar event, then the number

of shares of common stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares

of common stock.

If the Company pays a dividend or makes a distribution in

cash, securities or other assets to the holders of the common stock, the Warrant price shall be decreased by the amount of cash and/or

the fair market value of any securities or other assets paid on each share of common stock in respect of such extraordinary dividend.

If the number of outstanding shares of common stock is decreased

by a consolidation, combination, reverse stock split or other similar event, then the number of shares of common stock issuable on exercise

of each Warrant shall be decreased in proportion to such decrease in outstanding shares of common stock.

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2022 and 2021

Warrant Liability (Continued)

Whenever the number of shares of common stock purchasable

upon the exercise of the Warrants is adjusted, the warrant price shall be adjusted by multiplying such warrant price immediately prior

to such adjustment by a fraction the numerator of which shall be the number of shares of common stock purchasable upon the exercise of

the Warrants immediately prior to such adjustment, and the denominator of which shall be the number of shares of common stock so purchasable

immediately thereafter.

The exercise of the Warrants may be

settled in cash upon the occurrence of a tender offer or exchange that involves 50 % or more of the Company’s Class A shareholders.

Not all of the shareholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company

does not control the occurrence of such an event.

The Warrants may be redeemed, at the

option of the Company, at a price of $ 0.01 per Warrant, provided that the last sales price of the common stock has been at least $ 18.00

per share during the 20 trading day period starting on the trading day prior to the day of the close of the Qualifying Transaction.

These Warrants are traded publicly with

fair value being determined as their market price.

The warrant liability was valued at $3.86 per warrant on September 16, 2022, the date

of Qualifying Transaction.

As these are financial liabilities measured at fair value through profit or loss, these Warrants were revalued

at December 31, 2022 using the observable market price of $1.25 per warrant resulting in a gain of $21,010,500.

As the transfer of Private

Placement Warrants and Forward Purchase Warrants to anyone who is not a permitted transferee would result in Private Placement Warrants

and Forward Purchase Warrants having substantially the same terms as those issued in public offerings, the Company determined that the

fair value of Private Placement Warrants and Forward Purchase Warrants are equivalent to that of the Public Warrants.

The Warrants are

measured at level 1 and level 2 respectively, of the fair value measurement hierarchy.

Further, as these warrants may be exercised

by holders on a cashless basis, and the exercise of these warrants may be settled in cash that does not require the participation of all

shareholders to trigger the potential cash settlement, the Company has concluded that all of its warrants do not meet the ASC 815-40 conditions

of equity classification.

A formal Section 382

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

The Company operates in a number of

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

any item on these returns.

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

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

Because the tax matters challenged

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

The Company recognizes the effects of

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

will be sustained.

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

and penalties on the consolidated balance sheet.

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

penalties in the consolidated statement of operations.

Other Liability

6 unchanged sentences

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Temporary Equity

Preference Shares

Legacy Rumble’s Articles of Incorporation

authorized an unlimited number of preference shares for issuance.

Legacy Rumble filed Articles of

Amendment dated May 14, 2021 to create and authorize 607,360 Class A preferred shares for issuance and to remove the class of preference

shares previously authorized.

These Class A preferred shares rank senior to the common shares and have conversion rights that allow each

Class A preferred share to be converted at the option of the holder at any time and without payment of additional consideration into such

number of fully paid and non-assessable Voting Common Shares as is determined by dividing the original issue price of such Class A preferred

share by the conversion price at the time of conversion, which is initially equal to the original issue price subject to various adjustments.

Issued and outstanding

On May 14, 2021, Legacy Rumble

issued 606.36 Class A preferred shares, which were subsequently converted into 606,360 Class A preferred shares on a stock split in

the ratio of 1,000 -to- 1.

No other preference shares have been issued.

These Class A preferred shares are redeemable for Class A

common shares of Legacy Rumble upon a change of control event.

As part of the transaction, the holders of these Class A preferred

shares were also granted an option to purchase additional Class A common shares in Legacy Rumble (the “Option

Liability”) at a discount of 30 %, subject to certain conditions.

The total fair value of this financing arrangement was

determined to be $ 35,714,286 due to the upper limit on the discount price provided to the investors.

Gross proceeds of $ 25,000,000

were allocated between the Class A preferred shares and the Option Liability by first determining the fair value of the Option

Liability at $ 7,500,000 using a probability weighted scenario over the likelihood of this option to be exercised, with the remaining

$ 17,500,000 allocated to equity (using a residual value method).

Because these Class A preferred shares are redeemable upon an event

that is outside the control of Legacy Rumble, these have been classified and presented as temporary equity on the consolidated

balance sheet.

Transaction costs of $ 1,015,424

were allocated pro rata between the two components:

expenses of $ 304,627 related to the Option Liability are recorded as finance costs

in the consolidated statements of comprehensive loss for the year ended December 31, 2021 with the remaining balance recorded against

the value of the Class A preferred shares.

On September 16, 2022, in connection

with the Qualifying Transaction, all previously issued and outstanding Class A preferred shares were converted into an equivalent number

of shares of Legacy Rumble Class A common shares on a 1-to-1 basis, then multiplied by the exchange ratio of 24.5713 shares pursuant to

the Business Combination Agreement, and exchanged for shares of Class A Common Stock of the Company.

See Note 2 for further details regarding

the Qualifying Transaction.

Qualifying Transaction

On December 1, 2021, Legacy Rumble

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

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

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

On September 16, 2022 (the “Closing

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

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

References herein to “CFVI” and “Legacy

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

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

Consideration for the Qualifying Transaction

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

was as follows:

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

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

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

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

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

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

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

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

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

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

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

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

equal to the Company Exchange Ratio.

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

value of $ 4,897 .

The “Arrangement Consideration”

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

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

purchase Legacy Rumble stock.

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

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

Combination Agreement).

The Company Exchange Ratio was determined to be 24.5713 :

Notes to the Consolidated Financial Statements

(Expressed in

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Temporary Equity (Continued)

Option Liability

As described above, on May 14, 2021,

the Class A preferred shareholders were granted the right to exercise options for an additional 172.07 Class A common shares (172,020

post stock split) in Legacy Rumble subject to certain conditions.

The grant date fair value was determined based on the maximum discount

available to these Class A preferred shareholders and the probability of the conditions attached to this option being met.

in fair value of this Option Liability is on account of Legacy Rumble’s re-assessment of the probability of the conditions attached

to this option at each reporting period.

As the Option Liability was exercised on November 24, 2021, a change in fair value of the Option

Liability of $3,214,286 was recorded in the consolidated statements of comprehensive loss (representing the maximum benefit of $10,714,286)

in the 2021 Annual Financial Statements , and the balance of the liability was extinguished via an increase to the value of the Class A

common shares issued.

See Note 14 for further details.

Qualifying Transaction (Continued)

In addition, under the Business Combination

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

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

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

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

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

The aggregate

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

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

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

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

stock subject to the warrant and the Company Exchange Ratio.

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

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

“Option Earnout Fraction”

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

“Option Exchange

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

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

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

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

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

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

and (y) $ 10.00 .

In addition, for an aggregate purchase

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

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

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

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

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

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

at the closing of the Qualifying Transaction, Mr.

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

Notes to the Consolidated Financial Statements

(Expressed in U.S.

For the years ended December 31, 2023 and 2022

Qualifying Transaction (Continued)

The Company also issued, as of the

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

purchase contract.

Further, upon the closing of the Qualifying

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

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

While CFVI was the legal acquirer of

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

The Qualifying Transaction is accounted for as a

reverse recapitalization in accordance with U.S.