What changed in this filing

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Item 1. Business

2026-03-05 compared with 2025-03-25 · 367 added, 266 removed, 27 unchanged (96% of the section changed)

the section herein specifies otherwise, references to the “Company,” “we,” “us” or “our”

are to, (a) prior to the consummation of the business combination (the “Business Combination”) contemplated by that certain

business combination agreement, dated December 1, 2021 (as amended, the “Business Combination Agreement”), by and between

CF Acquisition Corp.

VI, a Delaware corporation (“CF VI”), and Rumble Inc., a corporation formed under the laws of the Province

of Ontario, Canada (“Legacy Rumble”), either (i) CF VI or (ii) Legacy Rumble, as the context may require, and (b) following

the closing of the Business Combination, Rumble Inc., a Delaware corporation.

Unless the section herein specifies otherwise, references

to “Rumble” are to (x) prior to the closing of the Business Combination, Legacy Rumble and (y) following the closing of the

Business Combination, Rumble Inc., a Delaware corporation.

References to “ExchangeCo” are to 1000045728 Ontario Inc., a corporation

formed under the laws of the Province of Ontario, Canada, and an indirect, wholly owned subsidiary of Rumble, and references to “ExchangeCo

Shares” are to the exchangeable shares of ExchangeCo.

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

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

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

At that time, Rumble was founded based on the premise of providing

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

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

algorithms used by the incumbents for amplification and censorship.

Unless the section herein

specifies otherwise, references to the “Company,” “we,” “us” or “our” are to, (a) prior

to the consummation of the business combination (the “CF Business Combination”) contemplated by that certain business combination

agreement, dated December 1, 2021 (as amended, the “CF Business Combination Agreement”), by and between CF Acquisition Corp.

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

(“Legacy Rumble”), either (i) CF VI or (ii) Legacy Rumble, as the context may require, and (b) following the closing of the

CF Business Combination, Rumble Inc., a Delaware corporation.

Unless the section herein specifies otherwise, references to “Rumble”

are to (x) prior to the closing of the CF Business Combination, Legacy Rumble and (y) following the closing of the CF Business Combination,

Rumble Inc., a Delaware corporation.

References to “ExchangeCo” are to 1000045728 Ontario Inc., a corporation formed under

the laws of the Province of Ontario, Canada, and an indirect, wholly owned subsidiary of Rumble, and references to “ExchangeCo Shares”

are to the exchangeable shares of ExchangeCo.

Rumble was founded in 2013,

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

At that time, it was clear that

the incumbent social video platforms were beginning to preference large creators, influencers, and brands, while leaving the small creator

behind and thus, creating a market opportunity.

The Company was founded based on the premise of providing small creators with the tools

and distribution that they needed to succeed.

Fast forward to 2020, when

a new, and much more nuanced form of ‘preferencing’ was evolving online, including sophisticated algorithms used by the incumbents

for amplification and censorship.

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

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

election season, led to dramatic growth in Rumble’s

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

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

the crypto-finance community and pop culture.

This consistency and transparency,

along with tailwinds from the 2020 U.S.

election season, led to dramatic growth in Rumble’s user base from 1.2 million monthly active

users (“MAUs”) in Q2 2020 to 21 million MAUs in Q4 2020.

Subsequently, the preferencing

and censorship enforced by the incumbent platforms continued to expand into many other content areas, including the crypto-finance community

and pop culture.

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

These have included

top creators, such as Dan Bongino, Russell Brand, Kim Iversen, Dave Rubin, Kimberly Guilfoyle, Glenn Greenwald, Matt Kohrs, and Dana

White, just to name a few.

As a result, our user base has more than tripled in four years, growing from 21 million MAUs (UA) in Q4 2020

to 68 million MAUs (GA4) in Q4 2024.

We have also started to focus on monetizing our user base, with our Average Revenue Per User (“ARPU”)

increasing from $0.28 in Q4 2023 to $0.39 in Q4 2024.

(For further discussion of our key performance indicators, including definitions

and explanations of the ways that management uses these metrics in managing the performance of the business, please refer to the section

titled “Key Business Metrics” under “Item 7.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations.”)

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

The Business Combination was successfully completed on September 16, 2022, and our Class A common stock, par value $0.0001 per

share (“Class A Common Stock”) began trading on The Nasdaq Global Market (“Nasdaq”) under the symbol RUM.

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

These top creators, such as Dan Bongino, Russell

Brand, Kim Iversen, Dave Rubin, Kimberly Guilfoyle, Matt Kohrs, Barstool Sports, and Dana White, just to name a few.

As a result, Rumble’s

user base has grown to 52 million MAUs (GA4) as of Q4 2025.

We have also begun the initial phases of monetizing our user base, with our

Average Revenue Per User (“ARPU”) reaching $0.46 as of Q4 2025.

(For further discussion of our key performance indicators,

including definitions and explanations of the ways that management uses these metrics in managing the performance of the business, please

refer to the section titled “Key Business Metrics” under “Item 7.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.”)

During this period of accelerated

growth, Rumble announced a business combination with CF VI, a special purpose acquisition company, on December 1, 2021.

The CF Business

Combination was successfully completed on September 16, 2022, and our Class A common stock, par value $0.0001 per share (“Class

A Common Stock,” and shares of such stock, “Class A Common Shares”) began trading on The Nasdaq Global Market (“Nasdaq”)

under the symbol RUM.

The CF Business Combination and related PIPE investment provided Rumble with gross proceeds of approximately $400

million, before transaction expenses.

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

Ultimately, 99.9% of CF

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

growth story and its future potential.

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

1) invest in content to grow

and diversify the content library and user base;

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

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

and 4) hire across the

organization to support domestic and future international growth.

Ultimately, 99.9% of CF VI shareholders elected not to redeem their shares, which we believe was a strong expression of support for Rumble’s

mission, its growth story and its future potential.

With this capital in place,

Rumble set out to execute on a growth strategy with the following four key tenets:

(i) invest in content to grow and diversify the content

library and user base;

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

(iii) create the infrastructure

to support the Rumble video platform and future Rumble Cloud go-to-market needs;

and (iv) hire across the organization to support domestic

and future international growth.

In furtherance of Rumble’s

strategy, the Company recently closed a strategic investment from Tether Investments S.A.

(as successor in interest to Tether

Investments Limited) (“Tether”), the largest company in the digital assets industry and the most widely used dollar stablecoin

across the world with more than 400 million users.

Pursuant to the transaction, which closed on February 7, 2025, Tether purchased 103,333,333

shares of Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to Rumble.

The Company will use

$250 million of the proceeds, after transaction expenses, to support growth initiatives.

As part of the closing of the transaction, the

Company also completed its previously announced tender offer, pursuant to which the Company purchased 70,000,000 shares of Class A Common

Stock for $525 million, excluding fees and expenses related to the tender offer.

Rumble’s existing Board of Directors (“Board”)

and governance structure, including Chris Pavlovski’s super-majority voting control, remains unchanged following the transaction.

strategy, in February 2025, the Company closed a strategic investment from Tether Investments S.A.

(as successor in interest to

Tether Investments Limited) (“Tether”), the largest company in the digital assets industry and the issuer of the most widely

adopted dollar stablecoin globally.

Pursuant to the transaction, Tether purchased 103,333,333 shares of Class A Common Stock at a price

per share of $7.50, totaling $775 million in gross proceeds to Rumble.

The Company has and will use $250 million of the proceeds, after

transaction expenses, to support growth initiatives.

As part of the closing of the transaction, the Company also completed its tender

offer, pursuant to which the Company purchased 70,000,000 shares of Class A Common Stock for $525 million, excluding fees and expenses

related to the tender offer.

Rumble’s existing board of directors (“Board”) and governance structure, including Chris

Pavlovski’s super-majority voting control, remains unchanged following the transaction.

In November 2025, Rumble signed

a business combination agreement with Northern Data AG (ETR:

NB2), (“Northern Data”) a leader in AI and high-performance-computing

(HPC) infrastructure.

Under the agreement, Rumble will submit a voluntary public exchange offer to all shareholders of Northern Data.

The transaction is designed to bolster Rumble Cloud’s portfolio with the addition of approximately 22,400 Nvidia GPUs and a globally

distributed network of energized data center locations.

Strategically, the transaction marks a transformational step in Rumble’s

vision of a Freedom-First technology platform, a new way forward for tech rooted in freedom, privacy, independence and resilience.

business combination is expected to close in the second quarter of 2026.

Our Portfolio

Rumble consists of two business units:

1 unchanged sentence

and Rumble Cloud.

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

Streaming Marketplace:

a multi-platform livestreaming and monetization service for creators enabled by Rumble Studio;

Advertising Center:

an in-house advertising marketplace and network enabled by Rumble Advertising Center (“RAC”);

an infrastructure as a service (IaaS) offering consisting of a portfolio of compute, storage, security, and networking offerings.

Products and Differentiation

Services consists of three core businesses:

Rumble Video, Rumble Streaming Marketplace and RAC.

The collective vision of Rumble Services

is to provide creators with the best monetization toolkit on the internet.

To fulfill this vision, our product roadmap is focused on

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

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

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

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

Users can follow channels to stay in touch with creators and access video on-demand

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

1) Rumble Services :

● Rumble Video :

a free and subscription-based video sharing platform enabled by Rumble.com and its

associated mobile and connected TV applications;

● Rumble Studio :

a multi-platform livestreaming and monetization service for creators enabled by

Rumble Studio;

● Rumble Advertising Center :

an in-house advertising marketplace and network enabled by Rumble Advertising

Center (“RAC”);

● Rumble Wallet :

a non-custodial crypto wallet integrated directly into the Rumble platform that

supports USAT, a U.S.-regulated, dollar-backed stablecoin, Tether (USDT), Tether Gold (XAUt), and Bitcoin (BTC), enabling audiences to

tip creators natively in crypto.

2) Rumble Cloud :

● Rumble Cloud:

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

storage, security, and networking offerings.

Upon closing the business combination with Northern Data, Rumble plans to augment its cloud

business with an AI infrastructure offering consisting of GPU as a service (GPUaaS) and data center services.

Rumble Services

Vision, Products and Differentiation

Rumble Services consists of

four core businesses:

Rumble Video, Rumble Studio, Rumble Wallet, and RAC.

The collective vision of Rumble Services is to provide creators

with the best monetization toolkit on the internet.

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

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

of differentiated feature sets for users, creators, advertisers, and publishers.

Rumble Video is enabled primarily

through our flagship product, Rumble.com, a free-to-use video sharing and livestreaming platform on which users can watch, share, like,

comment, and upload videos.

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

live content streamed by creators.

In addition, Rumble Video also offers two types of subscription services:

1) Rumble Premium – a “no ads” experience with access to certain exclusive content, and 2) Locals.com, where users

can access certain free content and purchase subscriptions to support creators and access exclusive content in creator communities.

platforms, Rumble.com and Locals.com, are available via desktop and mobile web, iOS and Android mobile applications (“apps”),

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

In aggregate, Rumble Video provides

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

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

and monetization service for creators.

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

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

monetization opportunities, including host-read ads and sponsorships.

Rumble Studio is currently available via desktop and mobile web,

as well as iOS and Android mobile applications.

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

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

Within the platform, RAC offers a unique set

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

sponsorships.

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

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

We Generate Revenue

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

(i) Rumble Premium –

a “no ads” experience with access to certain exclusive content, and (ii) Locals.com, where users can access certain free content

and purchase subscriptions to support creators and access exclusive content in creator communities.

Both platforms, Rumble.com and Locals.com,

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

but not limited to Roku, Apple TV, Amazon Fire TV, LG, Samsung, and Android TV.

In aggregate, Rumble Video provides a platform for creators

to benefit from our growing advertising business and revenue share model.

Rumble Studio is a new, patent-pending

application designed to enable a first-of-its-kind livestreaming and monetization service for creators.

Using Rumble Studio, creators

can establish a variety of custom settings for their livestream, set up, go-live and control their livestream across multiple social platforms,

while also benefiting from a variety of custom and programmatic monetization opportunities, including host-read ads and sponsorships.

Rumble Studio is currently available via desktop and mobile web, as well as iOS and Android mobile applications.

Rumble Wallet is a non-custodial

crypto wallet integrated directly into the Rumble platform.

At launch, the wallet supports USAT, a U.S.-regulated, dollar-backed stablecoin,

Tether (USDT), Tether Gold (XAUt), and Bitcoin (BTC), enabling audiences to tip creators natively in crypto.

By embedding crypto payments

into the video-sharing platform, Rumble Wallet eliminates the need for intermediaries like ad networks, banks, or payment processors.

Creators can now receive direct, fast, and borderless payments from their audiences.

Rumble Advertising Center

is our proprietary advertising marketplace and network designed to facilitate transactions for advertisers seeking to access Rumble.com

traffic and also traffic from other publishers in the RAC network.

Within the platform, RAC offers a unique set of advertising opportunities

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

The continued scale and integration

of the Rumble Video, Rumble Studio, Rumble Wallet, and RAC platforms will bring a truly differentiated offering to the market, which is

the key to fulfilling the Company’s vision of providing the best monetization toolkit for creators on the internet.

How We Generate Revenue

Our portfolio of services

enables a diversified set of revenue streams including:

● Advertising:

/ Display Advertising:

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

Pre-Roll / Mid-Roll Advertising:

offered to advertisers via RAC across our network of publishers, including Rumble.com, and also through

custom integrations into live broadcasts.

Sponsorships:

o Banner / Display Advertising:

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

o Video Pre-Roll / Mid-Roll Advertising:

offered to advertisers via RAC across our network of publishers,

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

o Creator Sponsorships:

offered to advertisers via RAC programmatically and through direct sales.

● Subscriptions,

Pay-Per-View and Tipping:

Premium subscriptions from users seeking a “no ads” experience and/or premium Rumble content.

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

Subscriptions:

● Subscriptions, Pay-Per-View and Tipping:

o Rumble Premium subscriptions from users seeking a “no ads” experience and/or premium Rumble

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

o Badge Subscriptions:

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

○ Pay-Per-View

revenue generated from pay-per-view videos offered by creators and tips given by users to creators during livestreams.

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

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

and creator advocacy.

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

Throughout 2023 and 2024, while the organic

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

which in turn attracted new audiences to the platform.

Going forward, we will look to build our brand across multiple audiences, driving

user growth and video consumption through (1) selective content creator partnerships and advocacy, (2) continued strategies to earn unpaid

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

revenues increase.

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

various targeting tactics.

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

to attract new advertisers into the system.

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

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

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

These investments helped attract high-profile

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

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

With the Company now focused

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

will bring more content and creators to the platform, thereby yielding more engagement and ultimately driving more advertising revenue.

o Pay-Per-View and Tipping:

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

by users to creators during livestreams.

We share revenue generated

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

Sales & Marketing

A vast majority of the substantial

user growth experienced by Rumble.com between 2020 and 2022 was organic, driven largely through user and creator advocacy.

very minimal marketing spend was deployed during that time.

Throughout 2023 and 2024, while the organic growth continued, the Company

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

to the platform.

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

(ii) selective content creator partnerships and advocacy, (i) continued strategies to earn unpaid media coverage and recognition, and

(iii) increased marketing spend, primarily through digital paid media channels, , as we test international expansion strategies, particularly

as advertising revenues increase.

Our advertising platform,

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

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

advertisers into the system.

In parallel to this and other growth strategies, we will continue to invest into direct sales, account management

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

The Company made several direct

investments into large creators from 2023 to 2025.

These investments helped attract high-profile creators to the platform as we matured

and grew our monetization channels.

With the Company now focused more on growing the advertising business and driving revenue, creators

are now better-positioned to earn money on Rumble, which we believe will bring more content and creators to the platform, thereby generating

more engagement and ultimately driving more advertising revenue.

operate in a challenging and rapidly evolving environment.

We compete with other online video distribution platforms, including

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

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

for further information).

5 unchanged sentences

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

Vision, Products and Differentiation

Cloud was launched in early 2024, and is an Infrastructure as a Service (IaaS) offering designed to service a wide variety of businesses

from startups to small and medium sized businesses (SMBs) to enterprise clients.

Cloud was built based on the following key premises:

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

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

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

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

Moreover, we saw an opportunity to capitalize

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

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

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

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

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

and applications, including:

orchestration;

private cloud.

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

equipment, including 4th generation AMD EPYC processors.

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

vCPUs, ensuring fast and consistent performance.

We Generate Revenue

Cloud launched and currently runs on a subscription model.

Relative to the unpredictable and volatile consumption-based pricing models

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

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

a given pool of hardware resources for a fixed monthly price.

With this model, customers will enjoy the freedom to grow and scale at

a pace that works best for their needs, without surprises on their monthly bill.

drive demand for Rumble Cloud using an account executive, account management and channel partner approach.

Our direct sales team focuses

on identifying and closing business for the mid-market and enterprise sized clients within defined early adopter segments.

Channel partners

include referral, reseller and managed service partners, who are well positioned to complement our sales efforts by expanding the mid-market

and enterprise opportunities.

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

Marketing efforts

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

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

Microsoft Azure and Amazon Web Services.

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

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

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

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

believe that our employees are our most significant resource.

As of December 31, 2024, we had 135 full-time employees, of whom 32 were

based in Canada and 103 were based in the United States.

Origin, Vision, Products

and Differentiation

Rumble Cloud was launched

in early 2024, and is an Infrastructure as a Service (IaaS) offering designed to service a wide variety of businesses from startups to

small and medium sized businesses (SMBs) to governments to enterprise clients.

Rumble Cloud was built based

on the following key premises:

(i) it was existential for us to invest in and build the infrastructure to support Rumble Video and insulate

ourselves from arbitrarily enforced terms and conditions and unfavorable economics offered by the incumbent cloud providers, and (ii)

given the significant amount of compute, storage and bandwidth requirements of Rumble Video, it was a natural extension of the business

to offer excess infrastructure capacity to the cloud market.

Moreover, we saw an opportunity to capitalize on a product-market fit by

specifically addressing the chronic customer pain points in the cloud market, including censorship, trust with data, vendor lock-in strategies,

as well as unfair and unpredictable pricing.

Backed by our mission to protect

a free and open internet, the vision of Rumble Cloud is to empower businesses and allow them to take control of their IT budgets by providing

the most predictable and fair pricing model in the cloud market.

Rumble Cloud launched and

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

● Cloud compute;

● Load balancers;

● Object storage;

● Kubernetes orchestration;

● Block storage;

● Virtual private cloud.

With Rumble Video as the first

anchor tenant of Rumble Cloud, we built our infrastructure from the ground up to run on the latest generation equipment, including 4th

generation AMD EPYC processors.

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

and consistent performance.

Through the proposed business

combination with Northern Data, Rumble plans to augment its cloud business with an AI infrastructure offering consisting of GPU as a service

(GPUaaS) and data center services.

Specifically, the combination is expected to bring:

Immediate Scale in the Cloud

& Data Center Business with:

● One of the largest GPU fleets, with 22,400 NVIDIA GPUs, including 20,400 Nvidia H100s and 2,000 Nvidia

● Access to a globally distributed network of data center locations and several strategically co-located

● Four owned data center locations anchored by Northern Data’s site in Maysville, Georgia which, upon

completion, is anticipated to deliver up to 180MW of capacity.

Expanded International Footprint

Northern Data’s prominent

presence in Europe, with locations extending across Germany, Sweden, Norway, Portugal, the Netherlands, and the United Kingdom, in addition

to a growing footprint in the United States.

How We Generate Revenue

Rumble Cloud launched and

currently operates on a subscription model.

Relative to the unpredictable and volatile consumption-based pricing models that can cripple

a business due to rampant hidden and unexpected costs, Rumble Cloud introduced the concept of a flexible Resource Tier pricing model,

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

of hardware resources for a fixed monthly price.

With this model, customers will enjoy the freedom to grow and scale at a pace that works

best for their needs, without surprises on their monthly bill.

Sales & Marketing

We drive demand for Rumble

Cloud using an account executive, account management and channel partner approach.

Our direct sales team focuses on identifying and closing

business for the mid-market and enterprise sized clients within defined early adopter segments.

Channel partners include referral, reseller

and managed service partners, who are well positioned to complement our sales efforts by expanding the mid-market and enterprise opportunities.

The front end of Rumble Cloud,

rumble.cloud, is designed to support a self-serve customer acquisition model.

Marketing efforts will be focused on attracting

leads and converting them through the marketing funnel via traditional paid, earned and owned media strategies.

We operate in a challenging

environment, with a majority of the cloud services market owned by the major cloud hyperscalers, Google Cloud, Microsoft Azure and Amazon

Web Services.

These companies have significantly greater resources than us and significant existing customer bases that may be difficult

for us to penetrate, especially given the potential for high switching costs in the cloud services market.

Given the market trends of

rising multi-cloud strategies and continued complexity and unpredictability in cloud pricing, Rumble Cloud arrives at an opportune time

to enter the market and present a new way for businesses to save money and regain control of their IT budgets.

Human Capital

We believe that our employees

are our most significant resource.

As of December 31, 2025, we had 156 full-time employees, of whom 48 were based in Canada and 108 were

based in the United States.

None of our employees are covered by collective bargaining agreements.

we have good relationships with our employees.

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

and integrating our existing and additional employees.

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

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

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

to the liability of providers of online services for their operations and the activities of their users.

we host user-uploaded content, we may be subject to laws concerning such content.

In the U.S., we rely, to a significant degree, on laws

that limit the liability of online providers for user-uploaded content, including the Digital Millennium Copyright Act of 1998 (DMCA)

and Section 230 (47 U.S.C.

We believe we have good relationships

with our employees.

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

our existing and additional employees.

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

employees and directors through the granting of share-based compensation awards.

Government Regulation

We are subject to domestic

and foreign laws that affect companies conducting business on the internet generally, including laws relating to the liability of providers

of online services for their operations and the activities of their users.

Because we host user-uploaded

content, we may be subject to laws concerning such content.

In the U.S., we rely, to a significant degree, on laws that limit the liability

of online providers for user-uploaded content, including the Digital Millennium Copyright Act of 1998 and Section 230 (47 U.S.C.

Countries outside the U.S.

generally do not provide as robust protections for online providers

and may instead regulate such entities to a higher degree.

For example, in certain countries, online providers may be liable for hosting

certain types of content or may be required to remove such content within a short period of time upon notice.

As we expand internationally,

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

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

regulations governing privacy and data security in the U.S.

generally do not provide as robust protections for online providers and may instead regulate such entities

to a higher degree.

For example, in certain countries, online providers may be liable for hosting certain types of content or may be required

to remove such content within a short period of time upon notice.

As we expand internationally, we or our customers may also be subject

to additional laws that regulate streaming services or online platforms.

Because we receive, store

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

privacy and data security in the U.S.

and worldwide.

Examples of such regimes include Section 5 of the Federal

Trade Commission Act (15 U.S.C.

) (FTCA), the EU’s General Data Protection Regulation (GDPR), and

the California Consumer Privacy Act (California Civil Code § 1798.100) (CCPA).

These laws generally regulate the collection, storage,

transfer and use of personal information.

our platform facilitates online payments, including subscription fees and tipping, we are subject to a variety of laws governing online

transactions, payment card transactions and the automatic renewal of online agreements.

In the U.S., these matters are regulated by,

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

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

as Canadian and U.S.

laws that restrict trade and certain practices.

intellectual property includes trademarks, such as the trademark RUMBLE (registered in the United States, Canada, and the United

Kingdom), other pending international applications to register the trademark RUMBLE , and several pending U.S.

trademark registration

applications, including applications for to federally register the trademarks RUMBLE CLOUD , RUMBLE STUDIO , RUMBLE ADVERTISING

CENTER, RUMBLE SPORTS, RUMBLE POLITICS, RUMBLE NEWS, RUMBLE ENTERTAINMENT, RUMBLE PREMIUM, RUMBLE SUBSCRIPTION, the RUMBLE logos ,

LOCALS, and the LOCALS logos;

Examples of such regimes include Section 5 of the Federal Trade Commission Act (15

) (the “FTCA”), the EU’s General Data Protection Regulation (the “EU GDPR”),

and the California Consumer Privacy Act (California Civil Code § 1798.100) (the “CCPA”).

These laws generally regulate

the collection, storage, transfer and use of personal information.

Because our platform facilitates

online payments, including subscription fees and tipping, we are subject to a variety of laws governing online transactions, payment card

transactions and the automatic renewal of online agreements.

In the U.S., these matters are regulated by, among other things, the federal

Restore Online Shoppers Confidence Act and various state laws.

As a U.S.-based company with

Canadian operations, we are subject to a variety of Canadian laws governing our foreign operations, as well as Canadian and U.S.

that restrict trade and certain practices.

Intellectual Property

Our intellectual property

includes trademarks, such as the trademark RUMBLE (registered in the United States, Canada, the European Union and the United Kingdom),

RUMBLE CLOUD, RUMBLE PREMIUM, RUMBLE STUDIO, RUMBLE SUBSCRIPTION, and RAC (all registered in the United States) , other pending

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

trademark registration applications, including

applications to federally register the trademarks RUMBLE ADVERTISING CENTER, RUMBLE SPORTS, RUMBLE POLITICS, RUMBLE NEWS, RUMBLE WALLET,

RUMBLE REELS, RUMBLE SHORTS, FREEDOM-FIRST, FREEDOM-FIRST TECHNOLOGY PLATFORM, YOUR CLOUD YOUR WAY, the RUMBLE logos , LOCALS,

and the LOCALS logos;

the domain names rumble.com , rumble.cloud, studio.rumble.com, and locals.com ;

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

a pending patent application for technology related to Rumble Studio;

and trade secrets.

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

a pending utility patent application for technology related to Rumble Studio;

trade secrets.

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

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

consultants, and third parties with whom we have relationships, as well as federal and state statutory and common law regarding trademark,

trade dress, domain name, copyright, and trade secrets to protect our assets, brands, proprietary technology, and other intellectual

property rights.

We intend to continue to file additional applications to register or otherwise protect our intellectual property rights.

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

their content through subscription, and (2) for users to gain access to premium content from their favorite content creators.

The acquisition

was designed to accelerate our subscription revenue model and brought approximately 86,000 subscribers to our platform.

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

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

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

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

specifically for Rumble.

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

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

RAC continues to be enhanced and represents a significant

milestone in Rumble’s monetization efforts.

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

exchange of views on the Rumble platform.

Among other things, they prohibit content that infringes on the rights of third parties, violates

any law, is pornographic or obscene in nature, promotes or supports violence or unlawful acts (including content that promotes or supports

Antifa, the KKK, white supremacist groups, and entities designated by the U.S.

or Canadian government as terrorist organizations), or

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

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

Our website and the information contained therein or connected

thereto are not deemed to be incorporated by reference in, and are not considered part of, this Annual Report on Form 10-K.

periodic and current reports and other filings that we are required to file with the SEC, including our annual report on Form 10-K, quarterly

reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant Section 15(d) of the Securities

Exchange Act of 1934 (the “Exchange Act”), as amended, are available free of charge from the SEC’s website ( www.sec.gov ).

We rely on, and expect to

continue to rely on, a combination of our terms of service, our access control mechanisms, our work-for-hire, assignment, and confidentiality

agreements with our employees, consultants, and third parties with whom we have relationships, as well as federal and state statutory

and common law regarding trademark, trade dress, domain name, copyright, and trade secrets to protect our assets, brands, proprietary

technology, and other intellectual property rights.

We intend to continue to file additional applications to register or otherwise protect

our intellectual property rights.

In October 2021, we bolstered

our value proposition for content creators by acquiring Locals, a solution for (1) creators looking to monetize their content through

subscription, and (2) for users to gain access to premium content from their favorite content creators.

The acquisition was designed to

accelerate our subscription revenue model and brought approximately 86,000 subscribers to our platform.

Prior to our acquisition of Locals,

we did not offer a consumer-facing subscription service.

In May 2023, we acquired Callin,

a San Francisco-based podcasting and live-streaming platform founded by technology entrepreneur and investor David Sacks.

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

In October 2023, we acquired

North River Project Inc., an entity created to develop what became RAC, an advertising technology solution, specifically for Rumble.

includes an advertising marketplace and network between advertisers bidding and publishers selling display and video advertisement as

well as advertisers bidding on creator sponsorships.

RAC continues to be enhanced and represents a significant milestone in Rumble’s

monetization efforts.

On November 10, 2025, we entered

into a business combination agreement with Northern Data (the “ND Business Combination Agreement”).

Please refer to “Significant

Events and Transactions” under “Item 7.

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

in this Annual Report for more information.

Our content policies, which

are available at rumble.com/s/terms , contain politically neutral terms that ensure a safe and respectful exchange of views

on the Rumble platform.

Among other things, they prohibit content that infringes on the rights of third parties, violates any law, is

pornographic or obscene in nature, promotes or supports violence or unlawful acts (including content that promotes or supports Antifa,

the KKK, white supremacist groups, and entities designated by the U.S.

or Canadian government as terrorist organizations), or exploits

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

Our website address is included

in this report for informational purposes only.

Our website and the information contained therein or connected thereto are not deemed

to be incorporated by reference in, and are not considered part of, this Annual Report on Form 10-K.

Available Information

All periodic and current

reports and other filings that we are required to file with the SEC, including our annual report on Form 10-K, quarterly reports on Form

10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant Section 15(d) of the Securities Exchange

Act of 1934 (the “Exchange Act”), as amended, are available free of charge from the SEC’s website ( www.sec.gov ).

Such documents are available as soon as reasonably practicable after electronic filing of the material with the SEC.

Copies of these

reports (excluding exhibits) may also be obtained free of charge, upon written request to:

Rumble Inc., 444 Gulf of Mexico Dr, Longboat

Key, Florida 34228.

also post our Code of Ethics on our website.

Copies of these reports

(excluding exhibits) may also be obtained free of charge, upon written request to:

Rumble Inc., 444 Gulf of Mexico Dr, Longboat Key, Florida

We also post our Code of Ethics on our website.

See Part III, Item 10 for more information regarding our Code of Ethics.

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 1. Business