What changed in this filing

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Item 9A. Controls and Procedures

2024-03-27 compared with 2023-03-30 · 131 added, 87 removed, 133 unchanged (62% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief

Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period

covered by this Form 10-K.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of

December 31, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.

Our management, with the participation

of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure

controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of

the period covered by this Form 10-K.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded

that as of December 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control Over Financial

As disclosed elsewhere in this Form 10-K, we completed

the Business Combination on September 16, 2022.

Prior to the Business Combination, CF VI, our predecessor, was a special purpose acquisition

company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization or similar

business combination with one or more businesses.

As a result, previously existing internal controls are no longer applicable or comprehensive

enough as of the assessment date, because CF VI’s operations prior to the Business Combination were insignificant compared to those

of the consolidated entity post-Business Combination.

As a result, management was unable, without incurring unreasonable effort or expense,

to complete an assessment of our internal control over financial reporting as of December 31, 2022.

Accordingly, we are excluding management’s

report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporate Finance’s Regulation

S-K Compliance and Disclosure Interpretations.

Changes in Internal Control Over Financial Reporting

No change in our internal control over financial

reporting occurred during the fiscal year ended December 31, 2022 that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

The Company’s management

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act.

Pursuant to the rules and regulations of the SEC, internal control over financial reporting is a process designed

by, or under the supervision of, the Company’s principal executive and principal financial officers, and effected by the Company’s

Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United

States and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately

and fairly reflect the transactions and dispositions of the Company’s assets;

(ii) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures of the issuer are being made only in accordance with authorizations of the Company’s management and

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition

of the Company’s assets that could have a material effect on the financial statements.

Due to inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Further, because of changes in conditions, effectiveness of internal

control over financial reporting may vary over time.

As required by Rule 13a-15(c)

under the Exchange Act, the Company’s management, with the participation of our Chief Executive Officer and Chief Financial Officer,

has evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 based on the

control criteria established in a report entitled Internal Control—Integrated Framework, (2013 Framework) issued by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO).

Based on such evaluation, management has concluded that our internal control

over financial reporting was effective as of December 31, 2023.

This Annual Report on Form

10-K does not include an attestation report of our independent registered public accounting firm due to our status as an “emerging

growth company” under the JOBS Act.

Changes in Internal Control Over Financial

No change in our internal control over financial reporting occurred

during the fourth quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal

control over financial reporting.

Other Information

Trading Arrangements

During the quarter ended December

31, 2023, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , terminated , or modified the contracts,

instructions or written plans for the purchase or sale of Rumble securities set forth in the table below:

Type of Trading Arrangement

Name and Position

Rule 10b5-1 (1)

Non-Rule 10b5-1 (2)

Maximum Number of Shares of Class A Common Stock to be Sold

Expiration Date

Chief Financial Officer

December 15, 2023

November 22, 2024

Chief Technology Officer

December 17, 2023

November 1, 2024

Chief Content Officer

December 16, 2023

December 2, 2024

November 17, 2023

December 5, 2024

(1) Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange

(2) “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

Disclosure Regarding Foreign Jurisdictions

1 unchanged sentence

Not applicable.

Directors, Executive Officers and Corporate

The information required by this Item will be included

in the Proxy Statement under the captions Information Regarding the Board of Directors and Corporate Governance and is incorporated

by reference herein.

Directors, Executive Officers and Corporate Governance

The information required by

this Item will be included in the Proxy Statement under the captions Information Regarding the Board of Directors and Corporate Governance

and is incorporated by reference herein.

Executive Compensation

The information required by this Item will be included

in the Proxy Statement under the captions Executive Compensation and is incorporated by reference herein.

The information required by

this Item will be included in the Proxy Statement under the captions Executive Compensation and is incorporated by reference herein.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The information required by this Item will be included

in the Proxy Statement under the caption Security Ownership of Certain Beneficial Owners and Management and is incorporated by

reference herein.

Certain Relationships and Related Transactions,

and Director Independence

The information required by this Item will be included

in the Company’s Proxy Statement under the caption Certain Relationships and Related Party Transactions and are incorporated by

reference herein.

The information required by

this Item will be included in the Proxy Statement under the caption Security Ownership of Certain Beneficial Owners and Management

and is incorporated by reference herein.

Certain Relationships and Related

Transactions, and Director Independence

The information required by

this Item will be included in the Company’s Proxy Statement under the caption Certain Relationships and Related Party Transactions

and are incorporated by reference herein.

Principal Accountant Fees and Services

The information required by this Item will be

included in the Company’s Proxy Statement under the caption Proposal 2:

Ratification of the Selection of Independent Registered

Public Accounting Firm and is incorporated by reference herein.

The information required by

this Item will be included in the Company’s Proxy Statement under the caption Proposal 2:

Ratification of the Selection of Independent

Registered Public Accounting Firm and is incorporated by reference herein.

Exhibits and Financial Statement Schedules

1 unchanged sentence

of this Form 10-K:

Financial Statements under Item 8.

Consolidated Financial Statements and Supplementary

Financial Statements

under Item 8.

Consolidated Financial Statements and Supplementary Data

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

Consolidated Balance Sheets

Consolidated Statements of Shareholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

Statements of Operations

Balance Sheets

Statements of Shareholders’ Equity

Statements of Cash Flows

to the Consolidated Financial Statements

Financial Statement Schedule

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the Financial Statements.

All financial

statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information

is presented in the Financial Statements.

Reference is made to the separate Index to

Exhibits contained on pages 52 through 54 filed herewith.

All other schedules are omitted since the required information

is not present or is not present in amounts sufficient to require submission of the schedules.

All other schedules are omitted since the required

information is not present or is not present in amounts sufficient to require submission of the schedules.

Business Combination Agreement, dated as of December 1, 2021, by and between CF Acquisition Corp.

1 unchanged sentence

(incorporated by reference to Annex A to the Proxy Statement/Prospectus filed on August 12, 2022).

to Business Combination Agreement, by and between CF Acquisition Corp.

Amendment to Business Combination Agreement, by and between CF Acquisition Corp.

VI and Rumble Inc.

dated August 24, 2022 (incorporated by

reference to Exhibit 2.1 to CF Acquisition Corp.

dated August 24, 2022 (incorporated by reference to Exhibit 2.1 to CF Acquisition Corp.

VI’s Current Report on Form 8-K filed on August 24, 2022).

of Arrangement, dated September 16, 2022 (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form

8-K filed on September 22, 2022).

Amended and Restated Certificate of Incorporation of Rumble Inc.

and Restated Bylaws of Rumble Inc.(incorporated by reference to Exhibit 3.2 to the Company’s Current

Report on Form 8-K filed on September 22, 2022).

of Incorporation of ExchangeCo, as amended (incorporated by reference to Exhibit 3.3 to the Company’s

Current Report on Form 8-K filed on September 22, 2022).

1 of ExchangeCo (incorporated

by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

Plan of Arrangement, dated September 16, 2022 (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

Second Amended and Restated Certificate of Incorporation of Rumble Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 30, 2023).

Amended and Restated Bylaws of Rumble Inc.(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

Articles of Incorporation of ExchangeCo, as amended (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

1 of ExchangeCo (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

Provisions Attaching to ExchangeCo Shares (incorporated by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

Agreement dated February 18, 2021, by and between Continental Stock Transfer & Trust Company, as warrant agent and CF Acquisition

Warrant Agreement dated February 18, 2021, by and between Continental Stock Transfer & Trust Company, as warrant agent and CF Acquisition Corp.

VI (incorporated by reference to Exhibit 4.1 to CF Acquisition Corp.

3 unchanged sentences

Warrant Assignment, Assumption and Amendment Agreement, dated September 16, 2022, by and among the Company, Computershare Inc., Computershare Trust Company, N.A., and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

Description of Securities

Description of Securities (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on March 30, 2023).

Exchange and Support Agreement, dated September 16, 2022, by and among the Company, ExchangeCo, CallCo and the shareholders of ExchangeCo who hold ExchangeCo Shares (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

9 unchanged sentences

Form of Restricted Stock Unit Award Agreement in respect of the Rumble Inc.

2022 Stock Incentive Plan (Executives).

2022 Stock Incentive Plan (Executives) (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed on March 30, 2023).

Form of Restricted Stock Unit Award Agreement in respect of the Rumble Inc.

2022 Stock Incentive Plan (Directors).

2022 Stock Incentive Plan (Directors) (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on March 30, 2023).

Form of Option Award Agreement in respect of the Rumble Inc.

2022 Stock Incentive Plan (Executives).

2022 Stock Incentive Plan (Executives) (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on March 30, 2023).

Second Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

Form of Option Award Agreement in respect of the Second Amended and Restated Stock Option Plan (Time-Based Vesting).

Form of Option Award Agreement in respect of the Second Amended and Restated Stock Option Plan (Cliff Vesting).

Form of Option Award Agreement in respect of the Second Amended and Restated Stock Option Plan (Fully Vested).

Form of Option Award Agreement in respect of the Second Amended and Restated Stock Option Plan (Time-Based Vesting) (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on March 30, 2023).

Form of Option Award Agreement in respect of the Second Amended and Restated Stock Option Plan (Cliff Vesting) (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on March 30, 2023).

Form of Option Award Agreement in respect of the Second Amended and Restated Stock Option Plan (Fully Vested) (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on March 30, 2023).

Restricted Stock Grant Notice and Agreement by and between Rumble In.

and Assaf Lev, dated as of November 24, 2021.

and Assaf Lev, dated as of November 24, 2021 (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed on March 30, 2023).

Share Repurchase Agreement dated December 1, 2021, by and between CF Acquisition Corp.

3 unchanged sentences

Amended and Restated Registration Rights Agreement, dated September 16, 2022, by and among the Company, Sponsor and the other parties named therein (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

AdSense Online Terms of Service (incorporated by reference to Exhibit 10.8 to CF Acquisition Corp.

Google AdSense Online Terms of Service (incorporated by reference to Exhibit 10.8 to CF Acquisition Corp.

VI’s Amendment No.

Registration Statement on Form S-4 filed on May 12, 2022).

1 to Registration Statement on Form S-4 filed on May 12, 2022).

LockerDome, Inc.

43 unchanged sentences

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

Letter of WithumSmith+Brown, PC to the SEC, dated September 22, 2022 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

List of Subsidiaries of the Company.

Consent of Moss Adams LLP.

Consent of MNP LLP.

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy

Inline XBRL Instance Document.

7 unchanged sentences

Indicates a management or compensatory plan.

† Schedules to this exhibit have been omitted pursuant to Item

601(b)(2) of Registration S-K.

Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K.

The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.

1 unchanged sentence

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

/s/ Chris Pavlovski

1 unchanged sentence

Chief Executive Officer and Chairman

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

/s/ Chris Pavlovski

Chief Executive Officer and Chairman

March 27, 2024

Chris Pavlovski

(principal executive officer)

Brandon Alexandroff

/s/ Brandon Alexandroff

Chief Financial Officer

2 unchanged sentences

(principal financial officer and principal accounting officer)

Nancy Armstrong

/s/ Nancy Armstrong

March 27, 2024

Nancy Armstrong

/s/ Robert Arsov

March 27, 2024

Paul Cappuccio

/s/ Paul Cappuccio

March 27, 2024

Paul Cappuccio

Ethan Fallang

/s/ Ethan Fallang

March 27, 2024

Ethan Fallang

/s/ Ryan Milnes

March 27, 2024

/s/ David Sacks

March 27, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures