What changed in this filing

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Item 1A. Risk Factors

2026-03-05 compared with 2025-03-25 · 1696 added, 1212 removed, 465 unchanged (86% of the section changed)

and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements

contained in this Form 10-K and other public statements we make are described below.

Investors in our securities should carefully consider

these risk factors, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking

Statements,” together with all of the other information included in this Form 10-K and in our other filings with the SEC.

The occurrence

of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances,

may have an adverse effect on our business, cash flows, financial condition and results of operations.

We may face additional risks and

uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, cash flows,

Risks and uncertainties

that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in

this Form 10-K and other public statements we make are described below.

Investors in our securities should carefully consider these risk

factors, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,”

together with all of the other information included in this Form 10-K and in our other filings with the SEC.

The occurrence of one or

more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have

an adverse effect on our business, cash flows, financial condition and results of operations.

We may face additional risks and uncertainties

that are not presently known to us, or that we currently deem immaterial, which may also impair our business, cash flows, financial condition

and results of operations.

The following discussion should be read in conjunction with our condensed consolidated financial statements,

which are included in Part II of this Form 10-K.

Summary of Risk Factors

The following summarizes risks

and uncertainties that could adversely affect our business, cash flows, financial condition and results of operations.

You should read

this summary together with the detailed description of each risk factor contained in this section.

Such risks and uncertainties include,

but are not limited to:

● weakened global economic conditions may affect our business and operating results;

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

● we may not grow or maintain our active user base, and may not be able to achieve or maintain profitability;

● we may fail to maintain adequate operational and financial resources;

● we may be unsuccessful in attracting new users to our mobile and connected TV offerings;

● our traffic growth, engagement, and monetization depend upon effective operation within and compatibility

with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that

we do not control;

● our business depends on continued and unimpeded access to our content and services on the internet.

we or those who engage with our content experience disruptions in internet service, or if internet service providers are able to block,

degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers;

● we face significant market competition, and if we are unable to compete effectively with our competitors

for traffic and advertising spend, our business and operating results could be harmed;

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

Real or perceived

inaccuracies in such metrics may harm our reputation and negatively affect our business;

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

generate revenue;

● we derive the majority of our revenue from advertising.

The failure to attract new advertisers, the loss

of existing advertisers, or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets may

adversely affect our business and operating results;

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

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

● we depend on third-party vendors, including internet service providers, advertising networks, and data

centers, to provide core services;

● new technologies have been developed that are able to block certain online advertisements or impair our

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

● if our users do not continue to contribute content or their contributions are not perceived as valuable

to other users, we may experience a decline in user growth, retention, and engagement on Rumble, Locals or RAC, which could result in

the loss of advertisers and revenue;

● we have offered and intend to continue to offer incentives, including economic incentives, to content

creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue

or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that

creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity;

● cybersecurity incidents or breaches may materially affect our business operations or financial condition.

Notwithstanding our remedial or mitigation efforts, a cyber incident or breach may occur and result in the access to or acquisition of

personal or confidential information, operational disruption, or financial loss;

● spam activities, including inauthentic and fraudulent user activities, if undetected, may contribute,

from time to time, to some amount of overstatement of our performance indicators and may negatively impact our reputation;

● our cloud services business may not achieve our intended results, which could adversely affect our business,

financial condition and results of operations;

The following discussion should be read in conjunction with our condensed consolidated

financial statements, which are included in Part II of this Form 10-K.

of Risk Factors

following summarizes risks and uncertainties that could adversely affect our business, cash flows, financial condition and results of

You should read this summary together with the detailed description of each risk factor contained in this section.

and uncertainties include, but are not limited to:

global economic conditions, including the effects of heightened inflation, may affect our

business and operating results;

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

may not continue to grow or maintain our active user base, and may not be able to achieve

or maintain profitability;

may fail to maintain adequate operational and financial resources;

may be unsuccessful in attracting new users to our mobile and connected TV offerings;

traffic growth, engagement, and monetization depend upon effective operation within and compatibility

with operating systems, networks, devices, web browsers and standards, including mobile operating

systems, networks, and standards that we do not control;

business depends on continued and unimpeded access to our content and services on the internet.

If we or those who engage with our content experience disruptions in internet service, or

if internet service providers are able to block, degrade or charge for access to our content

and services, we could incur additional expenses and the loss of traffic and advertisers;

face significant market competition, and if we are unable to compete effectively with our

competitors for traffic and advertising spend, our business and operating results could be

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

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

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

to generate revenue;

derive the majority of our revenue from advertising.

The failure to attract new advertisers,

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

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

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

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

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

and data centers, to provide core services;

technologies have been developed that are able to block certain online advertisements or

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

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

as valuable to other users, we may experience a decline in user growth, retention, and engagement

on Rumble, Locals or RAC, which could result in the loss of advertisers and revenue;

have offered and intend to continue to offer incentives, including economic incentives, to

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

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

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

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

and liquidity;

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

systems and as we grow and gain recognition, we will likely need to expend additional resources

to enhance our protection from such risks.

Notwithstanding our efforts, a cyber incident

could occur and result in information theft, data corruption, operational disruption and/or

financial loss;

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

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

negatively impact our reputation;

cloud services business may not achieve success, and, as a result, our business, financial

condition and results of operations could be adversely affected;

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

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

management team has limited experience managing a public company;

recently implemented Bitcoin treasury strategy exposes us to various risks associated with

holding Bitcoin;

planned expansion into accepting certain stablecoins as a medium of exchange will expose

us to additional financial, regulatory, operational, and market risks that could adversely

affect our business, financial condition, and results of operations;

development and use of artificial intelligence (“AI”) may result in reputational

harm, liability, or other adverse consequences to our business operations;

collect, store, and process large amounts of user video content and personal information

of our users and subscribers.

If our security measures are breached, our sites and applications

may be perceived as not being secure, traffic and advertisers may curtail or stop viewing

our content or using our services, our business and operating results could be harmed, and

we could face legal claims from users and subscribers;

may fail to comply with applicable privacy laws, subjecting us to liability and damages;

cloud services business operates in a highly regulated environment, subject to a complex

and rapidly evolving array of domestic and international laws, regulations, and industry

standards governing data privacy, cybersecurity, data localization, and cross-border data

● noncompliance

with anti-corruption, anti-bribery, anti-money laundering, and similar laws can subject us

to criminal or civil liability and harm our business, financial condition and results of

may be found to have infringed on the intellectual property of others, which could expose

us to substantial losses or restrict our operations;

may face liability for hosting a variety of tortious or unlawful materials uploaded by third

parties, notwithstanding the liability protections of Section 230;

incentives that we offer to certain content creators may lead to liability based on the actions

of those creators;

in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of

or international tax legislation, or exposure to additional tax liabilities may

adversely impact our financial results;

obligations imposed by new privacy laws, laws regulating online video sharing platforms,

other online platforms and online speech in certain jurisdictions in which we operate, or

industry practices may adversely affect our business and operating results;

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

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

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

of operations;

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

of whether such content violated any law;

Chief Executive Officer (“CEO”) has control over key decision making as a result

of his control of a majority of the voting power of our outstanding capital stock;

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

in shares placed in escrow and subject to forfeiture pursuant to the terms of the Business

Combination Agreement;

have incurred and will incur significant increased expenses and administrative burdens as

a public company, which could have an adverse effect on our business, financial condition

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

with our business partners, including content creators and advertisers;

● our Bitcoin treasury strategy exposes us to various risks associated with holding Bitcoin;

● our planned expansion into accepting certain stablecoins as a medium of exchange will expose us to additional

financial, regulatory, operational, and market risks that could adversely affect our business, financial condition, and results of operations;

● our increasing use of artificial intelligence technologies presents significant regulatory, legal, operational,

cybersecurity, and reputational risks that could materially and adversely affect our business, financial condition, and results of operations;

● prolonged or escalating trade disputes could materially and adversely affect our business, financial condition,

and results of operations;

● substantial

future sales of our Class A Common Stock by our current stockholders could cause the market

● the operation of our non-custodial crypto wallet exposes us to significant regulatory, operational, security,

and market risks that could adversely affect our business, financial condition, results of operations, and reputation;

● we collect, store, and process large amounts of user video content and personal information of our users

and subscribers.

If our security measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers

may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face legal

claims from users and subscribers;

● existing and proposed laws and regulations concerning privacy, data protection, and security with respect

to the use, processing, transfer, receipt, disclosure, storage, and protection of personal information utilized in our operations could

affect our business practices and the profitability of internet-based marketing operations;

● our cloud services business operates in a highly regulated environment, subject to a complex and rapidly

evolving array of domestic and international laws, regulations, and industry standards governing data privacy, cybersecurity, data localization,

cross-border data transfers, and emerging technologies such as artificial intelligence, and a failure to comply with these laws may subject

us to legal and regulatory enforcement actions, or negatively impact our operations;

● noncompliance with anti-corruption, anti-bribery, anti-money laundering, and similar laws can subject

us to criminal or civil liability and harm our business, financial condition ,and results of operations;

● we may be found to have infringed on the intellectual property of others, which could expose us to substantial

losses or restrict our operations;

● we may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties,

notwithstanding the liability protections of Section 230;

● the incentives that we offer to certain content creators may lead to liability based on the actions of

those creators;

● user-generated content could affect the quality of our services and deter existing or potential users

from using our platforms, and we may face negative publicity for removing, or declining to remove, certain content, regardless of whether

such content violates any law;

● changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new

or international tax legislation, or exposure to additional tax liabilities may adversely impact our financial results;

● compliance obligations imposed by new privacy laws, laws regulating online video sharing platforms, other

online platforms and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business,

financial performance, and operating results;

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

● we are exposed to significant regulatory, operational, compliance, privacy, and legal risks related to

age restriction or verification requirements and children’s online safety laws contemplated or enacted in various U.S.

foreign jurisdictions;

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

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

● our Chief Executive Officer (“CEO”) has control over key decision making as a result of his

control of a majority of the voting power of our outstanding capital stock;

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

placed in escrow and subject to forfeiture pursuant to the terms of the CF Business Combination Agreement;

● we have incurred and will incur significantly increased expenses and administrative burdens as a public

company, which could have an adverse effect on our business, financial condition, and results of operations;

● substantial future sales of our Class A Common Stock by our current stockholders could cause the market

price of our Class A Common Stock to decline;

Relating to Our Business

global economic conditions, including the effects of heightened inflation, may affect our business and operating results.

overall performance depends in part on worldwide economic conditions.

Global financial developments and downturns seemingly unrelated

to us or our industry may negatively affect us.

and other key international economies have been affected from time to time by

falling demand for a variety of goods and services, restricted credit, reduced liquidity, reduced corporate profitability, weak economic

growth, volatility in credit, equity and foreign exchange markets, bankruptcies, implemented or threatened tariffs, trade wars, inflation

and overall uncertainty with respect to the economy.

● risks related to the proposed ND Business Combination.

Risks Relating to Our Business

Weakened global economic conditions may

affect our business and operating results.

Our overall performance depends

in part on worldwide economic conditions.

Global financial developments and downturns seemingly unrelated to us or our industry may negatively

affect our business and operating results.

and other key international economies have been affected from time to time by falling

demand for a variety of goods and services, restricted credit, reduced liquidity, reduced corporate profitability, weak economic growth,

volatility in credit, equity and foreign exchange markets, bankruptcies, implemented or threatened tariffs, trade wars, inflation and

overall uncertainty with respect to the economy.

Weak economic conditions or the perception thereof, or significant uncertainty regarding

the stability of financial markets related to stock market volatility, inflation, recession, changes in governmental fiscal, monetary

the stability of financial markets related to stock market volatility, inflation, recession risks, changes in governmental fiscal, monetary

and tax policies, among others, could adversely impact our business and operating results.

inflation rates in the U.S.

and globally may result in reduced consumer confidence and discretionary spending, decreased demand by advertisers

for our products and services, increases in our labor and other operating costs, constrained credit and liquidity, reduced government

spending and volatility in financial markets.

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

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

Higher than typical interest rates impact

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

typical interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect

of further increasing economic uncertainty and heightening these risks.

In an inflationary environment, we may be unable to increase

our revenues at or above the rate at which our costs increase, which could negatively impact our operating margins and could have a material

adverse effect on our business and operating results.

In such an environment, in which we also face significant competition from larger

and well-capitalized competitors, we may experience rising costs to secure the services of top content creators.

We also may experience

lower-than-expected advertising sales, reduced demand for our cloud services offerings, and potential adverse impacts on our competitive

position if there is a decrease in consumer spending.

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

have a limited operating history, which makes it difficult to evaluate our businesses and prospects or forecast our future results.

are subject to the same risks and uncertainties frequently encountered by companies in rapidly evolving markets.

Our financial results

in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:

ability to maintain and grow traffic, content uploads, and engagement;

made to other online video sharing platforms, short form video platforms, video streaming

services, or changes in the patterns of use of those channels by users;

ability to attract and retain advertisers and content creators in a particular period;

number of ads shown to our traffic;

pricing of our advertising products;

diversification and growth of revenue sources beyond current advertising products;

development and introduction of new content, products, or services by us or our competitors;

in marketing, sales, and other operating expenses that we may incur to grow and expand our

operations and to remain competitive;

reliance on key vendor relationships, including our relationship with Cosmic Inc.

Development Skopje doo (“Cosmic”) to provide content moderation, cybersecurity

support, and software development services, and dependence on a small number of customer

relationships;

● legislation

or judicial activity in Canada, the European Union, or other jurisdictions that forces us

to change our content moderation policies and practices, deactivate certain user accounts,

or make our platforms unavailable in those jurisdictions;

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

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

High inflation rates in the

and globally may result in reduced consumer confidence and discretionary spending, decreased demand by advertisers for our products

and services, increases in our labor and other operating costs, constrained credit and liquidity, reduced government spending, and volatility

in financial markets.

While the Federal Open Market Committee of the Federal Reserve has implemented rate cuts in late 2025, further cuts

in 2026 are expected to be limited in light of inflationary risks.

Higher than typical interest rates impact the cost of any borrowing

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

Higher than typical interest rates, especially

if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty

and heightening these risks.

In an inflationary environment, we may be unable to increase our revenues at or above the rate at which our

costs increase, which could negatively impact our operating margins and could have a material adverse effect on our business and operating

In such an environment, in which we also face significant competition from larger and well-capitalized competitors, we may experience

rising costs to secure the services of top content creators.

We also may experience lower-than-expected advertising sales, reduced demand

for our cloud services offerings, and potential adverse impacts on our competitive position if there is a decrease in consumer spending.

Our limited operating history makes it difficult

to evaluate our business and prospects.

We have a limited operating

history, which makes it difficult to evaluate our businesses and prospects or forecast our future results.

We are subject to the same

risks and uncertainties frequently encountered by companies in rapidly evolving markets.

Our financial results in any given quarter can

be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:

● our ability to maintain and grow traffic, content uploads, and engagement;

● changes made to other online video sharing platforms, short form video platforms, or video streaming services,

or changes in the patterns of use of those channels by users;

● our ability to attract and retain advertisers and content creators in a particular period;

● the number of ads shown to our traffic;

● the pricing of our advertising products;

● the diversification and growth of revenue sources beyond current advertising products;

● the development and introduction of new content, products, or services by us or our competitors;

● increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations

and to remain competitive;

● our reliance on key vendor relationships, including our relationship with Cosmic Inc.

and Kosmik Development

Skopje doo (“Cosmic”), to provide content moderation, cybersecurity support, and software development services, and our dependence

on a small number of customer relationships;

● legislation or judicial activities in Canada, the European Union (the “EU”), or other jurisdictions

that may force us to change our content moderation policies and practices, deactivate certain user accounts, or make our platforms unavailable

in those jurisdictions;

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

such interest before, during, or after the traditional U.S.

election cycle;

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

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

arrangements or are otherwise prominently featured on our platform;

ability to maintain gross margins and operating margins;

failures or breaches of security or privacy.

may not continue to grow or maintain our active user base, may not be able to achieve or maintain profitability, and may not be able

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

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

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

In addition, we may not realize sufficient

revenue to achieve or, if achieved, maintain profitability.

As we grow our business, our revenue growth rates may slow or reverse in

future periods due to several reasons, which may include slowing demand for our services, increasing competition, a decrease in the growth

of our overall market, an inability to scale our systems, technology or infrastructure effectively, and the failure to capitalize on

growth opportunities or the maturation of our business.

We may incur losses in the future for several reasons, including insufficient

growth in the level of engagement, a failure to retain our existing level of engagement, increasing competition, the failure to continue

to attract content creators with large followings, the payment of fixed payment obligations to content creators who join our platform

that turn out to be unprofitable over the term of the applicable contract as a result of actual performance that does not meet our original

modeled financial projections for that creator, the unavailability of certain popular content creators for extended periods of time due

to personal or other reasons, as well as other risks described in these “Risk Factors,” and we may encounter unforeseen expenses,

difficulties, complications and delays and other unknown factors.

We expect to continue to make investments in the development and expansion

of our business, which may not result in increased or sufficient revenue or growth, including relative to other comparable companies,

as a result of which we may not be able to achieve or maintain profitability.

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

our business plan or maintain high levels of service and customer satisfaction.

have experienced, and expect to continue to experience, rapid growth, which has placed, and may continue to place, significant demands

on our management and our operational and financial resources.

Our organizational structure is becoming more complex as we scale our

operational, financial, and management controls, as well as our reporting systems and procedures, and expand internationally.

As we continue

to grow, we face challenges of integrating, developing, training, and motivating a rapidly growing employee base in our various offices

in multiple jurisdictions and navigating a complex multinational regulatory landscape.

If we fail to manage our anticipated growth and

change in a manner that preserves the functionality of our platforms and solutions, the quality of our products and services may suffer,

which could negatively affect our brand and reputation and harm our ability to attract customers.

manage growth in our operations and personnel, we will need to continue to grow and improve our operational, financial, and management

controls and our reporting systems and procedures.

We will require significant capital expenditures and the allocation of valuable management

resources to grow and change in these areas.

Our expansion has placed, and our expected future growth will continue to place, a significant

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

anticipate that significant additional investments will be required to scale our operations and increase productivity, to address the

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

new geographic areas and to scale with our overall growth.

If additional investments are required due to significant growth, this will

increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the

are increasingly using mobile devices and connected TV apps to access content within digital media and adjacent businesses, and if we

are unsuccessful in attracting new users to our mobile and connected TV offerings and expanding the capabilities of our content and other

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

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

The use of mobile technology

may not continue to grow at historical rates, users may not continue to use mobile technology to access digital media and adjacent businesses,

and monetization rates for content on mobile devices and connected TV apps may be lower than monetization rates on traditional desktop

Further, mobile devices may not be accepted as a viable long-term platform for several reasons, including actual or perceived

lack of security of information and possible disruptions of service or connectivity.

In addition, traffic on our mobile platforms may

not continue to grow if we do not continue to innovate and introduce enhanced products on such platforms, or if users believe that our

competitors offer superior mobile products.

The growth of traffic on our mobile products may also slow or decline if our mobile applications

● the relative popularity with users of the sports leagues, media and political commentators, online influencers,

and other personalities with which or with whom we have exclusive contractual arrangements or are otherwise prominently featured on our

● our ability to maintain gross margins and operating margins;

● system failures or breaches of security or privacy.

We may not continue to grow or maintain

our active user base, may not be able to achieve or maintain profitability, and may not be able to scale our systems, technology, or infrastructure

effectively or grow our business at the same or similar rate as other comparable companies.

The growth of our user base,

as measured by our current key performance metrics, including MAUs, may not be sustainable and should not be considered indicative of

future levels of active viewers and future performance.

In addition, we may not realize sufficient revenue to achieve or, if achieved,

maintain profitability.

For the fiscal years ended December 31, 2025 and December 31, 2024, we incurred a significant net loss and did

not achieve profitability.

As we grow our business, our revenue growth rates may slow or reverse in future periods due to several reasons,

which may include slowing demand for our services, increasing competition, a decrease in the growth of our overall market, an inability

to scale our systems, technology or infrastructure effectively, and the failure to capitalize on growth opportunities or the maturation

of our business.

We may incur losses in the future for several reasons, including insufficient growth in the level of engagement, a failure

to retain our existing level of engagement, increasing competition, the failure to continue to attract content creators with large followings,

the payment of fixed payment obligations to content creators who join our platform that turn out to be unprofitable over the term of the

applicable contract as a result of actual performance that does not meet our original modeled financial projections for that creator,

the unavailability of certain popular content creators for extended periods of time due to personal or other reasons, as well as other

risks described in these “Risk Factors,” and we may encounter unforeseen expenses, difficulties, complications and delays

and other unknown factors.

We expect to continue to make investments in the development and expansion of our business, which may not result

in increased or sufficient revenue or growth, including relative to other comparable companies, as a result of which we may not be able

to achieve or maintain profitability.

If we fail to maintain adequate operational

and financial resources, particularly if our business returns to a period of rapid growth or experiences any significant change, we may

be unable to execute our business plan or maintain high levels of service and customer satisfaction.

Although our growth rate has

moderated over the last several years, our business and operations remain complex, and renewed or uneven growth in any future period,

changes in our mix of products and services, or shifts in customer demand could again place significant demands on our management and

our operational and financial resources.

Our organizational structure has become more complex as we have scaled our operational, financial,

and management controls, as well as our reporting systems and procedures, and this complexity will remain in periods when our growth rate

If our growth reaccelerates,

occurs in any new area (such as new products, services, or geographies), or is concentrated in particular parts of our business, we may

face challenges integrating, developing, training, and motivating personnel across multiple jurisdictions and navigating a complex multinational

regulatory landscape.

Conversely, if our growth remains modest or slows further, we may be required to adjust our cost structure and resource

allocation, which could be disruptive to our operations and affect our ability to maintain service levels and pursue strategic initiatives.

To manage changes in our operations

and personnel, whether driven by renewed growth, shifts in our business, or efforts to improve efficiency, we will need to continue to

grow and improve our operational, financial, and management controls and our reporting systems and procedures.

We will need to incur significant

capital expenditures and allocate valuable management resources to adapt these areas to evolving business conditions, and our past expansion

has placed, and our future expansion or restructuring may continue to place, a significant strain on our management, customer experience,

research and development, sales and marketing, administrative, financial, and other resources.

We anticipate that significant

additional investments may be required to scale or reconfigure our operations and increase productivity, to address the needs of our customers,

to further develop and enhance our products and services, including our cloud services business, to expand into new geographic areas,

and to support our business even if our overall growth remains modest.

If additional investments are required due to significant growth

or other changes in our business, our cost base would increase, which may make it more difficult for us to offset any future revenue shortfalls

or periods of slower growth by reducing expenses in the short term.

Users are increasingly using mobile devices

and connected TV apps to access content within digital media and adjacent businesses, and if we are unsuccessful in attracting new users

to our mobile and connected TV offerings and expanding the capabilities of our content and other offerings with respect to our mobile

and connected TV platforms, our business and operating results could be adversely affected.

Our future success depends

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

The use of mobile technology may not continue

to grow at historical rates, users may not continue to use mobile technology to access digital media and adjacent businesses, and monetization

rates for content on mobile devices and connected TV apps may be lower than monetization rates on traditional desktop platforms.

mobile devices may not be accepted as a viable long-term platform for several reasons, including actual or perceived lack of security

of information and possible disruptions of service or connectivity.

In addition, traffic on our mobile platforms may not continue to grow

if we do not continue to innovate and introduce enhanced products on such platforms, or if our users believe that our competitors offer

superior mobile products.

The growth of traffic on our mobile products may also slow or such traffic may decline if our mobile applications

are no longer compatible with operating systems such as iOS, Android, Windows, or the devices they support.

If use of our mobile platforms

If the use of our mobile platforms

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

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

devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control.

make our content available across a variety of operating systems and through websites.

We are dependent on the compatibility of our content

with popular devices, streaming tools, desktop and mobile operating systems, connected TV systems, web browsers that we do not control,

such as Mac OS, Windows, Android, iOS, Chrome and Firefox, and mobile application stores, such as Apple’s App Store and the Google

Any changes in such systems, devices or web browsers that degrade the functionality of our content or give preferential treatment

to competitive content could adversely affect usage of our content.

significant portion of our traffic accesses our content and services through mobile devices and, as a result, our ability to grow traffic,

engagement and advertising revenue is increasingly dependent on our ability to generate revenue from content viewed and engaged with

Our traffic growth, engagement, and monetization

depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers, and standards, including

mobile operating systems, networks, and standards that we do not control.

We make our content available

across a variety of operating systems and through websites.

We are dependent on the compatibility of our content with popular devices,

streaming tools, desktop and mobile operating systems, connected TV systems, web browsers that we do not control, such as Mac OS, Windows,

Android, iOS, Chrome, and Firefox, and mobile application stores, such as Apple’s App Store, and the Google Play Store.

in such systems, devices or web browsers that degrade the functionality of our content or give preferential treatment to competitive content

could adversely affect usage of our content.

A significant portion of our

traffic accesses our content and services through mobile devices and, as a result, our ability to grow traffic, engagement and advertising

revenue is increasingly dependent on our ability to generate revenue from content viewed and engaged with on mobile devices.

A key element

of our strategy is focusing on mobile apps and connected TV apps, and we expect to continue to devote significant resources to the creation

and support of developing new and innovative mobile and connected TV products, services and apps.

We are dependent on the interoperability

of our content and our apps with popular mobile operating systems, streaming tools, networks and standards that we do not control, such

as the Android and iOS operating systems.

We also depend on the availability of the Rumble app on mobile app stores, such as Apple’s

App Store and the Google Play Store, and if our access to such stores is limited or terminated, regardless of the legitimacy of the stated

reasons, our ability to reach users through our mobile app will be negatively impacted.

We may not be successful in maintaining or developing

relationships with key participants in the mobile and connected TV industries or in developing content that operates effectively with

these technologies, systems, tools, networks, or standards.

Any changes in such systems, or changes in our relationships with mobile operating

system partners, handset and connected TV manufacturers, or mobile carriers, or in their terms of service or policies that reduce or eliminate

our ability to distribute and monetize our content, impair access to our content by blocking access through mobile devices, make it hard

to readily discover, install, update or access our content and apps on mobile devices and connected TVs, limit the effectiveness of advertisements,

give preferential treatment to competitive, or their own, content or apps, limit our ability to measure the effectiveness of branded content,

or charge fees related to the distribution of our content or apps could adversely affect the consumption and monetization of our content

on mobile devices.

A key element of our strategy is focusing on mobile apps and connected TV apps, and we expect to continue to devote

significant resources to the creation and support of developing new and innovative mobile and connected TV products, services and apps.

We are dependent on the interoperability of our content and our apps with popular mobile operating systems, streaming tools, networks

and standards that we do not control, such as the Android and iOS operating systems.

We also depend on the availability of the Rumble

app on mobile app stores, such as Apple’s App Store and the Google Play Store, and if our access to such stores is limited or terminated,

regardless of the legitimacy of the stated reasons, our ability to reach users through our mobile app will be negatively impacted.

may not be successful in maintaining or developing relationships with key participants in the mobile and connected TV industries or in

developing content that operates effectively with these technologies, systems, tools, networks, or standards.

Any changes in such systems,

or changes in our relationships with mobile operating system partners, handset and connected TV manufacturers, or mobile carriers, or

in their terms of service or policies that reduce or eliminate our ability to distribute and monetize our content, impair access to our

content by blocking access through mobile devices, make it hard to readily discover, install, update or access our content and apps on

mobile devices and connected TVs, limit the effectiveness of advertisements, give preferential treatment to competitive, or their own,

content or apps, limit our ability to measure the effectiveness of branded content, or charge fees related to the distribution of our

content or apps could adversely affect the consumption and monetization of our content on mobile devices.

Additionally, our operating

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

In the event that it is more difficult to

access our content or use our apps and services, particularly on mobile devices and connected TVs, or if our users choose not to access

our content or use our apps on their mobile devices and connected TVs or choose to use mobile products or connected TVs that do not offer

access to our content or our apps, or if the preferences of our traffic require us to increase the number of platforms on which our product

is made available to our traffic, our traffic growth, engagement, ad targeting and monetization could be harmed and our business and

operating results could be adversely affected.

business depends on continued and unimpeded access to our content and services on the internet.

If we or those who engage with our content

experience disruptions in internet service, or if internet service providers are able to block, degrade or charge for access to our content

and services, we could incur additional expenses and the loss of traffic and advertisers.

products and services depend on the ability of users to access our content and services on the internet.

Currently, this access is provided

by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies,

cable companies, mobile communications companies and government-owned service providers.

Laws or regulations that adversely affect the

growth, popularity or use of the internet, including changes to laws or regulations impacting internet neutrality, could decrease the

demand for our products or offerings, increase our operating costs, require us to alter the manner in which we conduct our business and/or

otherwise adversely affect our business.

We could experience discriminatory or anti-competitive practices that could impede our growth,

cause us to incur additional expense or otherwise negatively affect our business.

For example, paid prioritization could enable internet

service providers, or ISPs, to impose higher fees and otherwise adversely impact our business.

Internationally, government regulation

concerning the internet, and in particular, network neutrality, may be developing or may not exist at all.

Within such an environment,

without network neutrality regulations, we could experience discriminatory or anti-competitive practices that could impede both our and

our customers’ domestic and international growth, increase our costs or adversely affect our business.

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

Real or perceived inaccuracies in such metrics may harm

our reputation and negatively affect our business.

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

While these numbers are based on what we believe

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

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

We expect these

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

There are also inherent challenges in measuring

usage across our large user base.

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

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

in a given measurement period.

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

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

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

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

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

Additionally, our operating expenses would increase if the number of platforms for which we develop our product expands.

In the event that it becomes more difficult to access our content or use our apps and services, particularly on mobile devices and connected

TVs, or if our users choose not to access our content or use our apps on their mobile devices and connected TVs or choose to use mobile

products or connected TVs that do not offer access to our content or our apps, or if the preferences of our traffic require us to increase

the number of platforms on which our product is made available to our traffic, our traffic growth, engagement, ad targeting, and monetization

could be harmed and our business and operating results could be adversely affected.

Our business depends on continued and unimpeded

access to our content and services on the internet.

If we or those who engage with our content experience disruptions in internet service,

or if internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional

expenses and the loss of traffic and advertisers.

Our products and services

depend on the ability of users to access our content and services on the internet.

Currently, this access is provided by companies that

have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies,

mobile communications companies, and government-owned service providers.

Laws or regulations that adversely affect the growth, popularity

or use of the internet, including changes to laws or regulations impacting internet neutrality, could decrease the demand for our products

or offerings, increase our operating costs, require us to alter the manner in which we conduct our business and/or otherwise adversely

affect our business.

We could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur

additional expense or otherwise negatively affect our business.

For example, paid prioritization could enable internet service providers,

or ISPs, to impose higher fees and otherwise adversely impact our business.

Internationally, government regulations concerning the internet,

and in particular, network neutrality, may be developing or may not exist at all.

Within such an environment, without network neutrality

regulations, we could experience discriminatory or anti-competitive practices that could impede both our and our customers’ domestic

and international growth, increase our costs, or adversely affect our business.

We rely on data from third parties to calculate

certain of our performance metrics.

Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

We track certain performance

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

While these numbers are based on what we believe to be reasonable calculations

for the applicable periods of measurement, our third-party providers periodically encounter difficulties in providing accurate data for

such metrics as a result of a variety of factors, including human and software errors.

We expect these challenges may continue to occur,

and potentially to increase as our engagement grows.

There are also inherent challenges in measuring usage across our large user base.

For example, as further described in the “Key Business Metrics” section herein, there is a potential for minor overlap in

our usage data due to users who access Rumble’s content through the web, our mobile apps, and connected TVs in a given measurement

Third parties on which we

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

For example, starting July 1, 2023,

Universal Analytics (“UA”), Google’s analytics platform on which we historically relied for calculating MAUs using company-set

parameters, was phased out by Google and ceased processing data.

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

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

to continue to use to determine MAUs in future periods.

2 unchanged sentences

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

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

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

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

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

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

1 unchanged sentence

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

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

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

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

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

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

business and operating results could be harmed.

for traffic and engagement with our content, products and services is intense.

We compete against companies that have greater financial

resources and larger user bases.

As a result, our competitors may acquire and engage traffic and users at the expense of the growth or

engagement of our traffic and users, which would negatively affect our business.

We believe that our ability to compete effectively for

traffic and users depends upon many factors both within and beyond our control, including:

popularity, usefulness and reliability of our content compared to that of our competitors;

timing and market acceptance of our content;

continued expansion and adoption of our content;

ability, and the ability of our competitors, to develop new content and enhancements to existing

ability, and the ability of our competitors, to attract, develop and retain influencers and

creative talent;

frequency, relative prominence and appeal of the advertising displayed by us or our competitors;

perceptions about the predominance of certain political viewpoints on our platform, regardless

Changes to these tools and

methodologies could cause inconsistency between current data and previously reported data, which could raise questions about the usefulness

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

If our users, advertisers,

partners and stockholders do not perceive our metrics to be accurate representations, or if we discover material inaccuracies in our metrics,

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

We face significant competition, and if

we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could

Competition for traffic and

engagement with our content, products, and services is intense.

We compete against companies that have greater financial resources and

larger user bases.

As a result, our competitors may acquire and engage traffic and users at the expense of the growth or engagement of

our traffic and users, which would negatively affect our business.

We believe that our ability to compete effectively for traffic and

users depends upon many factors both within and beyond our control, including:

● the popularity, usefulness, and reliability of our content compared to that of our competitors;

● the timing and market acceptance of our content;

● the continued expansion and adoption of our content;

● our ability, and the ability of our competitors, to develop new content and enhancements to existing content;

● our ability, and the ability of our competitors, to attract, develop, and retain influencers and creative

● the frequency, relative prominence and appeal of the advertising displayed by us or our competitors;

● public perceptions about the predominance of certain political viewpoints on our platform, regardless

of whether those perceptions are accurate;

mandated by, or that we elect to make to address, legislation, regulatory constraints or

litigation, including settlements and consent decrees, some of which may have a disproportionate

impact on us;

ability to attract, retain and motivate talented employees;

costs of developing and procuring new content, relative to those of our competitors;

● acquisitions

or consolidation within our industry, which may result in more formidable competitors;

reputation and brand strength relative to our competitors.

also face significant competition for advertiser spend.

In determining whether to buy advertising, our advertisers will consider the

demand for our content, demographics of our traffic, advertising rates, results observed by advertisers, and alternative advertising

The increasing number of digital media options available, through social networking tools and news aggregation websites, has

expanded consumer choice significantly, resulting in traffic fragmentation and increased competition for advertising.

In addition, some

of the larger companies have substantially broader content, product or service offerings and leverage their relationships based on other

products or services to gain additional share of advertising budgets.

We will need to continue to innovate and improve the monetization

capabilities of our websites and our mobile products in order to remain competitive.

We believe that our ability to compete effectively

for advertiser spend depends upon many factors both within and beyond our control, including:

size and composition of our user base relative to those of our competitors;

ad targeting capabilities, and those of our competitors;

ability, and the ability of our competitors, to adapt our respective models to the increasing

power and significance of influencers to the advertising community;

timing and market acceptance of our advertising content and advertising products, and those

of our competitors;

marketing and selling efforts, and those of our competitors;

perceptions about the predominance of certain political viewpoints on our platform, regardless

● changes mandated by, or that we elect to address, legislation, regulatory constraints, or litigation,

including settlements and consent decrees, some of which may have a disproportionate impact on us;

● our ability to attract, retain, and motivate talented employees;

● the costs of developing and procuring new content, relative to those of our competitors;

● acquisitions or consolidation within our industry, which may result in more formidable competitors;

● our reputation and brand strength relative to our competitors.

We also face significant competition

for advertiser spend.

In determining whether to buy advertising, our advertisers will consider the demand for our content, demographics

of our traffic, advertising rates, results observed by advertisers, and alternative advertising options.

The increasing number of digital

media options available, through social networking tools and news aggregation websites, has expanded consumer choice significantly, resulting

in traffic fragmentation and increased competition for advertising.

In addition, some of the larger companies have substantially broader

content, product, or service offerings and leverage their relationships based on other products or services to gain additional share of

advertising budgets.

We will need to continue to innovate and improve the monetization capabilities of our websites and our mobile products

in order to remain competitive.

We believe that our ability to compete effectively for advertiser spend depends upon many factors both

within and beyond our control, including:

● the size and composition of our user base relative to those of our competitors;

● our ad targeting capabilities, and those of our competitors;

● our ability, and the ability of our competitors, to adapt our respective models to the increasing power

and significance of influencers to the advertising community;

● the timing and market acceptance of our advertising content and advertising products, and those of our

● our marketing and selling efforts, and those of our competitors;

● public perceptions about the predominance of certain political viewpoints on our platform, regardless

of whether those perceptions are accurate;

pricing for our advertising products and services relative to those of our competitors;

return our advertisers receive from our advertising products and services, and those of our

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

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

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

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

compared to us, including greater name recognition and longer operating histories;

greater resources, including larger sales and marketing

and customer support budgets;

● the pricing for our advertising products and services relative to those of our competitors;

● the return our advertisers receive from our advertising products and services, and those of our competitors;

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

Our cloud services business

competes primarily with large, diversified technology companies that focus on large enterprise customers and provide cloud computing as

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

Many of our competitors

and potential competitors, particularly the larger competitors, have substantial competitive advantages compared to us, including greater

name recognition and longer operating histories;

greater resources, including larger sales and marketing and customer support budgets;

the ability to bundle products together;

larger and more mature intellectual property portfolios;

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

Competitors to our cloud services

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

customer requirements.

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

and platform capabilities.

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

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

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

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

may introduce significant changes to our existing content.

The success of our new content depends substantially on consumer tastes and

preferences that change in often unpredictable ways.

If this new content fails to engage traffic and advertisers, we may fail to generate

sufficient revenue or operating profit to justify our investments, and our business and operating results could be adversely affected.

In addition, we may launch (and incur expenses in connection with) strategic initiatives from time to time, which do not directly generate

revenue but which we believe will enhance our attractiveness to traffic and advertisers.

In the future, we may invest in new content,

products, services, and initiatives to generate revenue, but there is no guarantee these approaches will be successful or that the costs

associated with these efforts will not exceed the revenue generated.

If our strategic initiatives do not enhance our ability to monetize

our existing content or enable us to develop new approaches to monetization, we may not be able to maintain or grow our revenue or recover

any associated development costs and our operating results could be adversely affected.

derive the majority of our revenue from advertising.

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

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

operating results.

the years ended December 31, 2024 and 2023, advertising revenue represents 66% and 74% of total revenue.

In addition, a substantial portion

of our revenue is derived from one advertiser accounting for approximately 16% and 46% of our revenue for the years ended December 31,

2024 and 2023, respectively.

greater resources to make acquisitions;

and greater resources for technical assistance and customer support.

Competitors to our cloud services business may be able to respond

more quickly and effectively than we can to new or changing opportunities, technologies, standards, and customer requirements.

competitor or a potential competitor could introduce new technology that reduces demand for our products and platform capabilities.

addition, some of our actual and potential competitors have been acquired by other larger enterprises and have made or may make acquisitions

or may enter into partnerships or other strategic relationships that may provide more comprehensive offerings than they individually had

offered or achieve greater economies of scale than we are able to achieve.

Changes to our existing content and services

could fail to attract traffic and advertisers or fail to generate revenue.

We may introduce significant

changes to our existing content.

The success of our new content depends substantially on consumer tastes and preferences that change in

often unpredictable ways.

If this new content fails to engage traffic and advertisers, we may fail to generate sufficient revenue or operating

profit to justify our investments, and our business and operating results could be adversely affected.

In addition, we may launch (and

incur expenses in connection with) strategic initiatives from time to time, which do not directly generate revenue but which we believe

will enhance our attractiveness to traffic and advertisers.

In the future, we may invest in new content, products, services, and initiatives

to generate revenue, but there is no guarantee these approaches will be successful or that the costs associated with these efforts will

not exceed the revenue generated.

If our strategic initiatives do not enhance our ability to monetize our existing content or enable us

to develop new approaches to monetization, we may not be able to maintain or grow our revenue or recover any associated development costs

and our operating results could be adversely affected.

We derive the majority of our revenue from

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

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

For the years ended December

31, 2025 and 2024, advertising revenue represents 50% and 66% of total revenue, respectively.

In addition, a substantial portion of our

revenue is derived from one advertiser, accounting for approximately 5% and 16% of our revenue for the years ended December 31, 2025 and

2024, respectively.

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

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

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

agencies or the holding companies that control them.

Advertising agencies and potential new advertisers may view our advertising products

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

and services.

Advertisers may cease doing business with us, or they may reduce the prices they are willing to pay to advertise with us,

if we do not deliver ads in an effective manner, or if they do not believe that their investment in advertising with us will generate

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

Advertisers may refuse

to advertise on our platform due to a perceived risk to their brand safety standards, especially given the concentration of news and

political content on our platform.

We believe that our access to certain advertisers has been, and may continue to be, inhibited by the

apparent political bias of these companies, some of which we believe may exercise near monopolistic control over the advertising industry.

In response, we filed an antitrust lawsuit alleging a conspiracy to withhold advertising revenue from Rumble and other digital media

Our actions to counter these efforts, whether through litigation or publicity campaigns, may not be successful.

foregoing developments may adversely affect our business and operating results.

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

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

for a portion of the revenues generated by such advertisements.

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

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

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

marketplace technology becomes outmoded or outdated.

If our relationship with third-party publishers terminates for any reason, or if

the commercial terms of our relationships are changed or do not continue to be renewed on favorable terms, we would need to secure and

integrate new publishers, which could negatively impact our revenues and profitability.

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

we are building our own technical infrastructure, we depend on third-party vendors, including internet service providers and data centers

to, among other things, provide customer support, develop software, host videos uploaded by our users, transcode videos (compressing

a video file and converting it into a standard format optimized for streaming), stream videos to viewers, support our cloud services

offerings, and process payments.

These vendors provide certain critical services to our technical infrastructure that are time-consuming

and costly for us to develop independently.

Outages in those services would materially affect our video services and our ability to provide

cloud services.

Outages may expose us to having to offer credits to subscribers, loss of subscribers, and reputational damage.

unlikely to be able to fully offset these losses with any credits we might receive from our vendors.

that enable blocking of certain online advertisements, or that otherwise impair our ability to deliver advertising, could harm our operating

developed technologies could block or obscure the display of or targeting of our content.

For example, in June 2020, Apple announced

plans to require applications using its mobile operating systems to obtain an end user’s permission to track them or access their

device’s advertising identifier for advertising and advertising measurement purposes, as well as other restrictions that could

adversely affect our ability to deliver advertising, which could harm our operating results.

Additionally, some providers of consumer

mobile devices and web browsers have implemented, or announced plans to implement, means to make it easier for internet users to prevent

the placement of cookies or to block other tracking technologies, which could, if widely adopted, result in the use of third-party cookies

and other methods of online tracking becoming significantly less effective and have a significant impact on our ability to monetize our

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

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

Our revenue could

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

or the holding companies that control them.

Advertising agencies and potential new advertisers may view our advertising products and services

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

Advertisers may cease doing business with us, or they may reduce the prices they are willing to pay to advertise with us, if we do not

deliver ads in an effective manner, or if they do not believe that their investment in advertising with us will generate a competitive

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

Advertisers may refuse to advertise

on our platform due to a perceived risk to their brand safety standards, especially given the concentration of news and political content

on our platform.

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

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

If we are unable to measure the effectiveness of advertising

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

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

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

that collect more personal information than we do.

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

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

spend from, our existing advertisers.

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

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

If we cannot continue

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

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

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

cloud services business relies on a small number of key third-party service providers and a small number of customer relationships, the

disruption of which could harm our operating results.

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

of our future business activities in the cloud services space may depend upon such existing third-party providers, some of which may

compete with us in other lines of business.

If our existing third-party service agreements terminate for any reason, or if the commercial

terms of such agreements are changed or do not continue to be renewed on favorable terms, we would need to enter into new third-party

service agreements, which could negatively impact our revenues, ability to attract future cloud services customers, public reputation,

and profitability.

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

If we fail to deliver our product

to the desired specifications of these initial customers, or if these initial customers terminate their cloud services agreements for

any reason, future customers may doubt our ability to offer cloud services, which would negatively impact our revenues, public reputation,

and profitability.

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

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

The loss of services of members of our senior management team and the uncertain transition of new members of our senior management

team may strain our ability to execute our strategic initiatives, or make it more difficult to retain customers, attract or maintain

our capital support, or meet other needs of our business.

We may incur significant costs to attract and retain qualified personnel, and

we may lose new employees to our competitors before we realize the benefit of our investment in recruiting them.

If we fail to attract

new personnel or if we suffer increases in costs or business operations interruptions as a result of a labor dispute, or fail to retain

and motivate our current personnel, we might not be able to operate our business effectively or efficiently, serve our customers properly

or maintain the quality of our content and services.

Although we have seen recent increases in the uptake of new brand advertisers, the pace of adoption has been slower than

we anticipated, and this slower pace may persist or worsen in the future.

We believe that our access to certain advertisers has been,

and may continue to be, inhibited by the apparent political bias of these companies, some of which we believe may exercise near-monopolistic

control over the advertising industry.

In response, we filed an antitrust lawsuit alleging a conspiracy to withhold advertising revenue

from Rumble and other digital media platforms.

Our actions to counter these efforts, whether through litigation or publicity campaigns,

may not be successful.

Any of the foregoing developments may adversely affect our business and operating results.

We may not be able to maintain relationships

with existing publishers through RAC and may fail to attract new publishers to our network.

Through our RAC marketplace,

we provide advertising inventory, including host-read advertisements, to third-party publisher websites in exchange for a portion of the

revenues generated by such advertisements.

Our business and operating results may be adversely affected if we do not deliver ads in an

effective manner, if publishers do not believe that advertisements served through RAC generate a competitive return relative to alternative

advertising networks, if we are unable to deliver sufficient advertising inventory to publishers, or if our advertising marketplace technology

becomes outmoded or outdated.

If our relationship with third-party publishers terminates for any reason, or if the commercial terms of

our relationships are changed or do not continue to be renewed on favorable terms, we would need to secure and integrate new publishers,

which could negatively impact our revenues and profitability.

We depend on third-party vendors, including

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

Although we are building our

own technical infrastructure, we depend on third-party vendors, including internet service providers and data centers to, among other

things, provide customer support, develop software, host videos uploaded by users, transcode videos (compressing a video file and converting

it into a standard format optimized for streaming), stream videos to viewers, support our cloud services offerings, and process payments.

These vendors provide certain critical services to our technical infrastructure that are time-consuming and costly for us to develop independently.

Outages in those services would materially affect our video services and our ability to provide cloud services.

Outages may expose us

to having to offer credits to subscribers, loss of subscribers, and reputational damage.

We are unlikely to be able to fully offset these

losses with any credits we might receive from our vendors.

Technologies that enable blocking of certain

online advertisements or otherwise impair our ability to deliver advertising could harm our operating results.

Newly developed technologies

could block or obscure the display or targeting of our content.

For example, in June 2020, Apple announced plans to require applications

using its mobile operating systems to obtain an end user’s permission to track them or access their device’s advertising identifier

for advertising and advertising measurement purposes, as well as other restrictions that could adversely affect our ability to deliver

advertising, which could harm our operating results.

Additionally, some providers of consumer mobile devices and web browsers have implemented,

or announced plans to implement, means to make it easier for internet users to prevent the placement of cookies or to block other tracking

technologies, which could, if widely adopted, result in the use of third-party cookies and other methods of online tracking becoming significantly

less effective and have a significant impact on our ability to monetize our user base.

Our ability to generate revenue depends

on the development and availability of tools to accurately measure the effectiveness of advertisements on our platform.

Most advertisers rely on tools

that measure the effectiveness of their ad campaigns or verify the viewability of their ads on a platform in order to allocate their advertising

spend among various formats and platforms.

If we are unable to measure the effectiveness of advertising on our platform or we are unable

to convince advertisers that our platform should be part of a larger advertising budget, our ability to increase the demand and pricing

of our advertising products and maintain or scale our advertising revenue may be limited.

Our tools may be less developed than those of

other platforms with which we compete for advertising spend, in particular relative to those platforms that collect more personal information

Therefore, our ability to develop and offer tools that accurately measure the effectiveness of a campaign or verify ad viewability

on our platform will be critical to our ability to attract new advertisers and retain and increase spend from our existing advertisers.

Developing and improving these

tools may require significant time and resources and additional investment, and in some cases, we rely on third parties to provide data

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

If we cannot continue to develop and

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

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

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

Our cloud services business depends on a

small number of key third-party service providers and a small number of customer relationships, the disruption of which could harm our

operating results.

As we continue to expand our

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

The success of our future business

activities in the cloud services space may depend upon such existing third-party providers, some of which may compete with us in other

lines of business.

If our existing third-party service agreements with them are terminated for any reason, or if the commercial terms

of such agreements are changed or do not continue to be renewed on favorable terms, we would need to enter into new third-party service

agreements, which could negatively impact our revenues, ability to attract future cloud services customers, public reputation, and profitability.

In addition, our initial cloud

service offerings revolve around a small number of customer relationships.

If we fail to deliver our products and services to the desired

specifications of these initial customers, or if these initial customers terminate their cloud services agreements for any reason, future

customers may question our ability to offer adequate cloud services, which would negatively impact our revenues, public reputation, and

profitability.

The loss of key personnel, or failure to

attract and retain other highly qualified personnel in the future, could harm our business.

Our success depends upon our

ability to attract and retain our senior officers and to attract and retain additional qualified personnel in the future.

services of members of our senior management team and the uncertain transition of new members of our senior management team may strain

our ability to execute our strategic initiatives, or make it more difficult to retain customers, attract or maintain our capital support,

or meet other needs of our business.

We may incur significant costs to attract and retain qualified personnel, and we may lose new employees

to our competitors before we realize the benefit of our investment in recruiting them.

If we fail to attract new personnel or if we suffer

increases in costs or business operations interruptions as a result of a labor dispute, or fail to retain and motivate our current personnel,

we might not be able to operate our business effectively or efficiently, serve our customers properly or maintain the quality of our content

and services.

We do not maintain key person life insurance policies with respect to our employees.

our users do not continue to contribute content or their contributions are not perceived as valuable to other users, we may experience

a decline in user growth, retention, and engagement on Rumble, Locals or RAC, which could result in the loss of advertisers and revenue.

important aspect of our success is our ability to provide Rumble users with engaging content, which in part depends on the content contributed

by our users.

If users, including influential users, do not continue to contribute engaging content to Rumble, our user growth, retention,

and engagement may decline.

That, in turn, may impair our ability to maintain good relationships with our advertisers or to attract new

advertisers, which may seriously harm our business and operating results.

loss of a material portion of our existing content creators, or our failure to recruit new content creators, may materially harm our

business and results of operations.

rely on our existing content creators, and on the recruiting of new content creators.

If our users do not continue to contribute

content or their contributions are not perceived as valuable to other users, we may experience a decline in user growth, retention, and

engagement on Rumble, Locals or RAC, which could result in the loss of advertisers and revenue.

An important aspect of our

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

users, including influential users, do not continue to contribute engaging content to Rumble, our user growth, retention, and engagement

That, in turn, may impair our ability to maintain good relationships with our advertisers or to attract new advertisers,

which may seriously harm our business and operating results.

The loss of a material portion of our existing

content creators could result in material harm to our business and results of operations.

In the recent past, our ability to recruit

and maintain content creators may have been in part due to trends in American politics, where certain commentators have sought a neutral

internet platform.

A change in such trends, including possible changes to competing platforms’ moderation policies that make those

platforms more hospitable to a diverse range of viewpoints, could result in the loss of existing content creators or a failure to recruit

new content creators, which may materially harm our business and results of operations.

Recently, one of our popular content creators,

Dan Bongino, accepted a position in the Trump Administration as Deputy Director of the Federal Bureau of Investigation and it is possible

that additional prominent content creators may pursue other career opportunities, in government, politics or otherwise that may interrupt

their activities on Rumble.

Additionally, as we expand into international markets, we may fail to recruit new content creators in those

markets, limiting our appeal to international audiences.

have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and

these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by

the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may

adversely impact our financial performance, results of operations and liquidity.

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

We have acquired and expect to continue

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

including sports leagues.

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

This content acquisition

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

monetization capabilities in place.

Our present focus is to grow users and usage consumption and experiment with monetization levers,

which may not maximize profitability in the immediate term, but which we believe positions our business for the long term.

As of December

31, 2024, we had entered into programming and content agreements with a minimum contractual cash commitment of $30 million.

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

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

To the extent our revenue

and/or user growth assumptions associated with any particular creator do not meet our expectations, our financial performance, results

of operations and liquidity may be negatively impacted, since a failure to achieve these expectations is not expected to reduce our fixed

payment obligations to any such creator.

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

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

Creators may choose to leave our

platform for other monetization-related reasons.

For example, we currently do not apportion revenues related to Rumble Premium, our subscription

service that provides users ad-free access to our content, among content creators.

The loss of a material portion of our existing content

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

have made, and may in the future make, acquisitions, and such acquisitions could disrupt our operations, and may have an adverse effect

on our operating results.

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

as part of our growth strategy.

The success of our future growth strategy will depend on our ability to identify, negotiate, complete

and integrate acquisitions and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions.

are inherently risky, and any acquisitions we complete may not be successful.

Our past acquisitions and any mergers and acquisitions

that we may undertake in the future involve numerous risks, including, but not limited to, the following:

● difficulties

in integrating and managing the operations, personnel, systems, technologies, and products

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

We rely on our existing content

creators and on the recruitment of new content creators.

The loss of a material portion of our existing content creators could result

in material harm to our business and results of operations.

In the recent past, our ability to recruit and maintain content creators may

have been in part due to trends in American politics, where certain commentators have sought a neutral internet platform.

such trends, including possible changes to competing platforms’ moderation policies that make those platforms more hospitable to

a diverse range of viewpoints, could result in the loss of existing content creators or a failure to recruit new content creators, which

may materially harm our business and results of operations.

Additionally, as we expand into international markets, we may fail to recruit

new content creators in those markets, limiting our appeal to international audiences.

We have offered and intend to continue to

offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment

obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are

based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results

of operations, and liquidity.

Our user base and user engagement

growth are directly driven by the content available on our platform.

We have acquired and expect to continue to acquire content by providing

economic incentives, including minimum guaranteed earnings, to a limited number of content creators, including sports leagues.

These incentives

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

This content acquisition strategy is intended to allow us to

enter key content verticals and secure top content creators in those verticals before we have full monetization capabilities in place.

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

in the immediate term, but which we believe position our business for the long term.

As of December 31, 2025, we had entered into programming

and content agreements with a minimum contractual cash commitment of $45 million.

In addition to the minimum contractual cash commitments,

we have programming and content agreements that have variable cost arrangements.

These future costs are dependent upon many factors and

are difficult to anticipate;

however, these costs may be substantial.

To the extent our revenue and/or user growth assumptions associated

with any particular creator do not meet our expectations, our financial performance, results of operations and liquidity may be negatively

impacted, since a failure to achieve these expectations is not expected to reduce our fixed payment obligations to any such creator.

In addition, when these programming

and content agreements expire, content creators may choose to leave the Rumble video platform in favor of competing platforms, especially

if competing platforms offer superior monetization opportunities.

Creators may choose to leave our platform for other monetization-related

For example, we currently do not apportion revenues related to Rumble Premium, our subscription service that provides users ad-free

access to our content, among content creators.

The loss of a material portion of our existing content creators could result in reductions

to our user base and material harm to our business and results of operations.

We have made, and may in the future make,

acquisitions, and such acquisitions could disrupt our operations, and may have an adverse effect on our operating results.

In order to expand our business,

we have made acquisitions and may continue making similar acquisitions and possibly larger acquisitions as part of our growth strategy.

The success of our future growth strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions and,

if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions.

Acquisitions are inherently risky, and any acquisitions

we complete may not be successful.

Our past acquisitions and any mergers and acquisitions that we may undertake in the future involve

numerous risks, including, but not limited to, the following:

● difficulties in integrating and managing the operations, personnel, systems, technologies, and products

of the companies we acquire;

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

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

● uncertainty

of entry into markets in which we have limited or no prior experience;

related to acquired operations and continuing support and development of acquired products;

that we acquire may have greater-than-expected liabilities for which we become responsible;

impairment of goodwill and intangible assets related to the acquired businesses;

tax consequences associated with acquisitions;

accounting for our acquisitions under U.S.

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

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

● uncertainty of entry into markets in which we have limited or no prior experience;

● costs related to acquired operations and continuing support and development of acquired products;

● businesses that we acquire may have greater-than-expected liabilities for which we become responsible;

● potential impairment of goodwill and intangible assets related to the acquired businesses;

● adverse tax consequences associated with acquisitions;

● changes accounting for our acquisitions under U.S.

generally accepted accounting principles (“U.S.

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

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

to obtain required approvals from governmental authorities under antitrust laws on a timely

basis, if at all, which could, among other things, delay or prevent us from completing a

transaction, or otherwise restrict our ability to realize the expected goals of an acquisition;

loss of key employees of the companies we acquire;

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

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

● difficulties

in applying security standards for acquired technology consistent with our other services;

● ineffective

or inadequate controls, procedures and policies at the acquired company;

protection of acquired intellectual property rights;

failure to achieve the expected benefits on a timely basis or at all.

Additionally,

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

may seek to obtain additional cash to fund an acquisition by selling equity or debt securities.

We may be unable to secure the equity

or debt funding necessary to finance future acquisitions on terms that are acceptable to us.

If we finance acquisitions by issuing equity

or convertible debt securities, our existing stockholders will experience ownership dilution.

The occurrence of any of these risks could

have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of

a larger acquisition or substantially concurrent acquisitions.

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

Notwithstanding our efforts,

a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss.

rely on sophisticated information technology systems and infrastructure to support our business.

At the same time, cyber incidents, including

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

It is possible that new, escalated or ongoing military

conflicts, including the ongoing Russia-Ukraine war and Israel-Hamas war, could result in increased cyber-attacks or cybersecurity incidents

by state actors or others.

Our technologies, systems and networks and those of our vendors, suppliers and other business partners may

become the target of cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring,

misuse, loss or destruction of proprietary and other information, or other disruption of business operations.

In addition, certain cyber

incidents, such as surveillance or vulnerabilities in widely used open source software, may remain undetected for an extended period.

Our systems for protecting against cybersecurity risks may not be sufficient.

Like most major online platforms, Rumble is routinely targeted

by cyberattacks that can result in interruptions to our services.

We have observed an increase in such attacks as our reach expands and

we expect these attacks to continue in the future.

As the sophistication of cyber incidents continues to evolve, we are and will likely

continue to be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and

remediate any vulnerability to cyber incidents.

Additionally, any of these systems may be susceptible to outages due to fire, floods,

power loss, telecommunications failures, usage errors by employees, computer viruses, cyber-attacks or other security breaches or similar

The failure of any of our information technology systems may cause disruptions in our operations, which could adversely affect

our revenues and profitability, and lead to claims related to the disruption of our services from users of the Rumble platform, advertisers,

and customers of our cloud services.

activity, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement

of our performance indicators and may negatively impact our reputation.

other major online platforms, spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute, from

time to time, to some amount of overstatement of our performance indicators, including reporting of MAUs by Google Analytics, our third-party

analytics provider.

We also use paid advertising in order to attract users to our platform;

however, we cannot be certain that all or

substantially all activity that results from such advertising is genuine.

Real or perceived inaccuracies in such metrics may harm our

reputation and negatively affect our business.

We continually seek to improve our ability to estimate the total number of spam-generated

users and eliminate them from the calculation of our MAUs;

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

● failure to obtain required approvals from governmental authorities under antitrust laws on a timely basis,

if at all, which could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize

the expected goals of an acquisition;

● potential loss of key employees of the companies we acquire;

● potential security vulnerabilities in acquired products that expose us to additional security risks or

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

● difficulties in applying security standards for acquired technology consistently with our other services;

● ineffective or inadequate controls, procedures, and policies at the acquired company;

● inadequate protection of acquired intellectual property rights;

● potential failure to achieve the expected benefits on a timely basis or at all.

Additionally, acquisitions

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

We may seek to

obtain additional cash to fund an acquisition by selling equity or debt securities.

We may be unable to secure the equity or debt funding

necessary to finance future acquisitions on terms that are acceptable to us.

If we finance acquisitions by issuing equity or convertible

debt securities, our existing stockholders would experience ownership dilution.

The occurrence of any of these risks could have a material

adverse effect on our business, results of operations, financial condition, or cash flows, particularly in the case of a larger acquisition

or substantially concurrent acquisitions.

We are subject to cybersecurity risks and

interruptions or failures in our information technology systems.

Notwithstanding our efforts, a cyber incident could occur and result

in information theft, data corruption, operational disruption, and/or financial loss.

We rely on sophisticated information

technology systems and infrastructure to support our business.

At the same time, cyber incidents, including deliberate attacks, are prevalent

and have increased globally in recent years.

It is possible that new, escalated or ongoing military conflicts, including the ongoing Russia-Ukraine

war, could result in increased cyber-attacks or cybersecurity incidents by state actors or others.

Our technologies, systems, and networks

and those of our vendors, suppliers, and other business partners may become the target of cyberattacks or information security breaches

that could result in the unauthorized release, gathering, monitoring, misuse, loss, or destruction of proprietary and other information,

or other disruption of business operations.

In addition, certain cyber incidents, such as surveillance or vulnerabilities in widely used

open source software, may remain undetected for an extended period.

Our systems for protecting against cybersecurity risks may not be

Like most major online platforms, Rumble is routinely targeted by cyberattacks that can result in interruptions to our services.

We have observed an increase in such attacks as our reach expands and we expect these attacks to continue in the future.

As the sophistication

of cyber incidents continues to evolve, we are and will likely continue to be required to expend additional resources to continue to modify

or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents.

Additionally, any of these systems

may be susceptible to outages due to fire, floods, power loss, telecommunications failures, usage errors by employees, computer viruses,

cyber-attacks, or other security breaches or similar events.

The failure of any of our information technology systems may cause disruptions

in our operations, which could adversely affect our revenues and profitability and lead to claims related to the disruption of our services

from users of the Rumble platform, advertisers, and customers of our cloud services.

Spam activities, including inauthentic and

fraudulent user activities, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators

and may negatively impact our reputation.

Like other major online platforms,

spam activities, including inauthentic and fraudulent user activities, if undetected, may contribute, from time to time, to some amount

of overstatement of our performance indicators, including reporting of MAUs by Google Analytics, our third-party analytics provider.

also use paid advertising in order to attract users to our platform;

however, we cannot be certain that all or substantially all activities

that result from such advertising are genuine.

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

our business.

We continually seek to improve our ability to estimate the total number of spam-generated users and eliminate them from

the calculation of our MAUs;

however, we will not succeed in identifying and removing all spam.

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

be adversely affected.

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

negatively affect our operating results.

In addition to other risks related to our cloud services business described in these “Risk

Factors,” such risks include risks related to:

ability to derive an optimal pricing model that enables us to derive sufficient value from

our customers while attracting new customers and retaining existing customers;

ability to attract and retain highly qualified personnel, particularly software and cloud

engineers and sales and customer experience personnel;

possibility that we may be unable to maintain and improve our platform performance, especially

during peak usage times;

possibility that service outages or disruptions negatively impact customer relationships,

leading to financial losses and reputational harm;

possibility that we may underestimate or overestimate our data center capacity requirements

and our capital expenditures on data centers, servers and equipment;

ability to obtain or retain standard industry security certifications for our platform and

exposure to possible liability, regulatory actions, and harm to our reputation if the security

of our cloud is breached, resulting in the exposure of our customers’ data, including

personal information, to cyber criminals and other nefarious actors;

by our cloud customers of illegal content, such as pirated media, could result in negative

regulatory actions, including pursuant to the DMCA and the EU E-Commerce Directive, resulting

in monetary penalties and forced operational halts;

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

applications that our customers use in their businesses;

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

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

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

and financial condition.

related to our e-commerce business may result in our broader business, financial condition and results of operations being adversely

partnerships through which we sell Rumble-branded products through our online store involve various risks that may negatively affect

our operating results, including:

into new brands, products, services, and technologies will subject us to additional reputational,

Our cloud services business may not achieve

our intended results, which could adversely affect our business, financial condition, and results of operations.

Our continued expansion into

the cloud services market may not be successful and may expose us to a range of operational, technical, and competitive risks that could

materially affect our performance.

In addition to the other risks described in the “Risk Factors” section herein, risks specific

to our cloud services business include:

● challenges in establishing and maintaining a pricing model that balances profitability with customer acquisition

and retention;

● difficulties in attracting, training, and retaining qualified software engineers, cloud infrastructure

specialists, and sales and customer support personnel;

● risks associated with maintaining and enhancing platform stability, scalability, and performance, particularly

during periods of high usage;

● potential service outages or disruptions that could harm customer trust, damage our reputation, and result

in financial losses;

● misestimating data center capacity requirements or related capital expenditures for servers, storage,

and networking infrastructure;

● inability to obtain or maintain necessary security certifications or industry-standard compliance for

our platform and services;

● exposure to liability and reputational damage in the event of a data breach or any other cybersecurity

incident involving customer or personal information;

● risks that customers may use our platform to host illegal or infringing content, which could lead to regulatory

actions, monetary penalties, or enforced service suspensions;

● challenges in maintaining compatibility with third-party applications and integrations critical to our

customers’ operations;

● inability to keep pace with rapid technological changes and evolving customer demands through timely innovation.

If we fail to manage these

risks effectively or mitigate their consequences, our reputation, customer relationships, and competitive position could suffer, resulting

in a material adverse impact on our business, financial condition, and results of operations.

Risks related to our e-commerce business

may result in our broader business, financial condition and results of operations being adversely affected.

Our partnerships through which

we sell Rumble-branded products through our online store involve various risks that may negatively affect our operating results, including:

● expansion into new brands, products, services, and technologies will subject us to additional reputational,

business, legal, regulatory and financial risks;

to build and maintain strong brands, including due to unfavorable customer feedback and negative

● notwithstanding

agreements by our partners to assume liability for the Rumble-branded products they place

in our online store, we may be subject to product liability and similar claims and regulatory

actions if products sold through our store result in harm, personal injury, death, or environmental

or property damage;

related to additional tax liabilities and collection obligations;

competition could adversely affect prices and demand for the Rumble-branded products we distribute;

● disruptions

in our supply chain and other factors affecting the availability and distribution of our

products could adversely impact our business;

related to online transactions and payment methods.

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

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

and financial condition.

● inability to build and maintain strong brands, including due to unfavorable customer feedback and negative

● notwithstanding agreements by our partners to assume liability for the Rumble-branded products they place

in our online store, we may be subject to product liability and similar claims and regulatory actions if products sold through our store

result in harm, personal injury, death, or environmental or property damage;

● risks related to additional tax liabilities and collection obligations;

● market competition could adversely affect prices and demand for the Rumble-branded products we distribute;

● disruptions in our supply chain and other factors affecting the availability and distribution of our products

could adversely impact our business;

● risks related to online transactions and payment methods.

The occurrence of any of these

factors, or our inability to successfully mitigate the results of the associated impact, could also damage our reputation, negatively

impact our relationships with our customers, and otherwise materially harm our business, results of operations, and financial condition.

Negative media campaigns may adversely impact

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resulted and is likely to continue to result in malicious media campaigns and advertiser boycotts directed against us.

For example, in

August 2024, we filed a lawsuit against the World Federation of Advertisers, as well as the advertising agency WPP and its subsidiary

Our lawsuit alleges that an initiative called the Global Alliance for Responsible Media (GARM), created by the WFA, established

arbitrary and biased standards for the content on digital platforms where its members may want to advertise.

GARM used those one-size-fits-all

biased standards to perpetrate an advertiser boycott against Rumble and other platforms that did not censor content that GARM disliked.

The suit also notes that GARM has vast reach since it counts the six largest ad agency holding companies among its members, including

defendant WPP.

We subsequently amended our complaint to add Diageo plc as a defendant.

Media campaigns and advertising

boycotts against us may be intended to interfere with our relationships with streaming partners and advertisers, and these campaigns and

boycotts may intensify if political polarization increases in the United States and Canada.

Media campaigns

and advertising boycotts against us may be intended to interfere with our relationships with streaming partners and advertisers, and these

campaigns and boycotts may intensify if political polarization increases in the United States and Canada.

We expect that the proliferation

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additional or more intense advertiser boycotts, which may negatively impact our operating results and future growth potential.

Our management team has limited experience

managing a public company, which exposes us to additional risks, including the risk that we cannot enhance, maintain, and adhere to our

internal controls and procedures.

Some members of our management

team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly

complex laws pertaining to public companies.

Our management team may not successfully or efficiently manage our transition to being a

public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the

continuous scrutiny of securities analysts and investors.

These new obligations and constituents will require significant attention from

our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business,

results of operations, and financial condition.

Additionally, as a public

company, we are subject to significant requirements for enhanced financial reporting and internal controls.

The process of designing and

implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and

the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate

to satisfy our reporting obligations as a public company, and we are still in the process of generating a mature system of internal controls

and integration across business systems.

Inability to establish or maintain appropriate internal financial reporting controls and procedures

may result in material misstatements in our consolidated financial statements and failure to meet our reporting obligations on a timely

basis, causing harm to our operating results.

Matters impacting our internal controls may cause us to be unable to

report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the

SEC or violations of applicable stock exchange listing rules, which may result in a breach of the covenants under existing or future financing

arrangements.

There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability

of our financial statements.

Confidence in the reliability of our financial statements also could suffer if we continue to report a material

weakness in our internal controls over financial reporting.

This could materially adversely affect us and lead to a decline in the market

price of our securities.

We have identified material weaknesses in

our internal control over financial reporting as of December 31, 2024.

If we are unable to remediate these material weaknesses, we may

not be able to accurately or timely report our financial condition or results of operations.

Effective internal control

over financial reporting is necessary for us to provide reasonable assurance regarding the preparation and fair presentation of published

consolidated financial statements in accordance with U.S.

As described under Item 9A “Controls and Procedures” of this

Annual Report on Form 10-K, in connection with the preparation of our consolidated financial statements as of December 31, 2024 and for

the year then ended, we identified material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We identified

material weaknesses in our internal control over our financial statement close process specifically related to an insufficient complement

of accounting and finance personnel with the necessary U.S.

GAAP technical expertise to timely identify and account for complex or non-routine

transactions.

As of December 31, 2024, the

Company identified material weaknesses corresponding to the control activities component of internal control under the COSO Framework.

Specifically, we did not adequately design certain key controls at a sufficient level of precision, including account reconciliation,

to address relevant financial reporting risks including inadequate design of procedures to ensure completeness and accuracy of the accounting

for content creator agreements, and associated assets, liabilities and expenses.

Deficiencies in control activities contributed to the

potential for there to have been material accounting errors in financial statement account balances and disclosures.

While the above material

weaknesses did not result in a material misstatement of our previously issued financial statements, it could result in a misstatement

of our account balances or disclosures that would not be prevented or detected and would therefore result in a material misstatement of

our annual or interim financial statements.

We are working to remediate

the material weaknesses and are taking steps to strengthen our internal control over financial reporting through the continued hiring

of additional appropriately skilled finance and accounting personnel with the requisite technical knowledge and skills.

With the additional

skilled personnel, we are taking appropriate and reasonable steps to remediate these material weaknesses through formalization of accounting

policies and controls around content creator agreements, and retention of external accounting advisors for complex accounting transactions.

We will not be able to fully remediate these control deficiencies until these steps have been completed and have been operating effectively

for a sufficient period of time.

The hiring of additional finance and accounting personnel and the implementation of improvements to our

accounting and proprietary systems and controls may be costly and time consuming.

We cannot assure you that

the measures we have taken to date and those we expect to take in the future will be sufficient to remediate the material weaknesses we

identified or avoid the identification of additional material weaknesses in the future.

If the steps we take do not remediate the material

weaknesses in a timely manner, there could continue to be a reasonable possibility that these material weaknesses or other control deficiencies

could result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely

basis, which could in turn cause our stock price to decline significantly and make raising capital more difficult.

If we fail to remediate

our material weaknesses, identify future material weaknesses in our internal control over financial reporting or fail to meet the demands

that will be placed upon us as a public company, including the requirements of Sarbanes-Oxley, we may be unable to accurately report our

financial results or report them within the timeframes required by law or stock exchange regulations.

Failure to comply with Section 404

of Sarbanes-Oxley could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities.

If additional

material weaknesses exist or are discovered in the future, and we are unable to remediate any such material weakness, our reputation,

results of operations and financial condition could suffer.

Our recently implemented Bitcoin treasury

strategy exposes us to various risks associated with holding Bitcoin.

We have invested and plan

to continue to invest a portion of our corporate treasury in Bitcoin as a reserve asset, exposing us to significant financial, operational,

and regulatory risks due to its characteristics that are specific to cryptocurrencies.

The value of Bitcoin is highly volatile and subject

to rapid, material, and unpredictable fluctuations driven by market speculation, macroeconomic conditions, investor sentiment, and global

For example, historical price swings have seen Bitcoin decline by more than 50% in a matter of months, and there can be no assurance

that similar or greater declines will not occur in the future.

Such volatility could result in material reductions in the value of our

Bitcoin holdings, adversely impacting our financial condition, liquidity, and reported earnings, particularly if we are required to recognize

Our Bitcoin treasury strategy exposes us

to various risks associated with holding Bitcoin.

We have invested and may continue

to invest a portion of our corporate treasury in Bitcoin as a reserve asset, exposing us to significant financial, operational, and regulatory

risks due to its characteristics that are specific to cryptocurrencies.

The value of Bitcoin is highly volatile and subject to rapid,

material, and unpredictable fluctuations driven by market speculation, macroeconomic conditions, investor sentiment, and global events.

For example, historical price swings have seen Bitcoin decline by more than 50% in a matter of months, and there can be no assurance that

similar or greater declines will not occur in the future.

Such volatility could result in material reductions in the value of our Bitcoin

holdings, adversely impacting our financial condition, liquidity, and reported earnings, particularly if we are required to recognize

impairment losses under applicable accounting standards.

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our access to these assets.

Market perception of our Bitcoin

strategy poses further risks.

Investors, analysts, or customers may view our investment as speculative or misaligned with our core business,

potentially leading to stock price volatility or loss of confidence in our management’s financial strategy.

Conversely, if Bitcoin’s

value declines significantly, we may face pressure to divest at a loss, incurring transaction costs and tax implications.

The accounting

treatment of Bitcoin as an indefinite-lived intangible asset under U.S.

GAAP requires us to assess for impairment periodically, which

could lead to earnings volatility and negatively affect our financial statements, even if we do not intend to sell.

Market perception of our Bitcoin strategy poses further risks.

analysts, or customers may view our investment as speculative or misaligned with our core business, potentially leading to stock price

volatility or loss of confidence in our management’s financial strategy.

Conversely, if Bitcoin’s value declines significantly,

we may face pressure to divest at a loss, incurring transaction costs and tax implications.

The accounting treatment of Bitcoin at fair

value under U.S.

GAAP requires us recognize changes in fair value in earnings each reporting period, which could lead to earnings volatility

and negatively affect our financial statements, even if we do not intend to sell.

Broader market or technological

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depressing its value.

These risks are heightened by ongoing debates over cryptocurrency regulation in the U.S.

These risks are heightened by ongoing debates over cryptocurrency regulations in the U.S.

and globally, which remain

unresolved and could materially impact our investment.

unresolved and could materially impact our investment in Bitcoin.

Our decision to hold Bitcoin

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Although stablecoins are designed

to maintain a stable value while being pegged to fiat currencies like the U.S.

dollar, the stability and reliability of stablecoins are

not guaranteed and depend on various factors beyond our control, including the financial health of the issuing entity, the adequacy and

liquidity of reserve assets, and the effectiveness of the underlying stabilization mechanisms.

If a stablecoin that we accept experiences

a significant devaluation or “de-pegging” event, where its value deviates materially from its intended peg, we may incur losses

on payments already received, face disruptions in transaction processing, or lose customer confidence, all of which could negatively impact

our financial condition and reputation.

Stablecoins are not subject to any deposit insurance protection scheme, and the presence of fiat

currency reserves is not a guarantee for redemption.

There is a possibility that the assets held in reserves are not sufficient or may

not be available for redemption at times of extremely high demand.

Volatility spikes in the cryptocurrency markets also might lead to

occasions where the price of a stablecoin deviates from the underlying fiat currency.

Additionally, the regulatory

environment surrounding stablecoins remains uncertain and rapidly evolving.

Legislatures and regulatory bodies, including foreign authorities,

continue to evaluate whether stablecoins constitute securities, commodities, or other regulated financial instruments.

New laws, regulations,

or enforcement actions could impose significant compliance obligations on us, such as anti-money laundering (AML) and know-your-customer

(KYC) requirements, restrict our ability to accept certain stablecoins altogether, result in unfavorable changes in use, transfer, and

redemption of stablecoins, or impose tax liabilities upon stablecoin holders.

Noncompliance with such regulations, even unintentional,

could result in fines, penalties, legal proceedings, and reputational harm.

Furthermore, if a stablecoin issuer on which we rely is deemed

non-compliant with applicable laws, it could disrupt our payment operations or expose us to liability as a downstream user.

to maintain a stable value while being pegged to a reference asset or fiat currency, such as the U.S.

dollar, their stability and reliability

are not guaranteed and depend on factors beyond our control, including the financial health and risk management of the issuing entity,

the adequacy, liquidity, and segregation of reserve assets, and the effectiveness of the underlying stabilization mechanisms.

If a stablecoin

that we accept experiences a significant devaluation or “de-pegging” event, or if its reserves prove to be insufficient or

inaccessible, we may incur losses on payments already received, face disruptions in transaction processing, or lose customer confidence,

any of which could negatively impact our financial condition and reputation.

Stablecoins are not protected by deposit insurance, and in

periods of market stress, there is a risk that reserves may not be sufficient or available for timely redemption, or that the price of

a stablecoin may deviate materially from its intended peg.

Further, fiat-based stablecoins may be subject to greater oversight and regulation,

potentially in multiple jurisdictions, and may be further dependent on actions taken by the banking industry and regulators to support

such stablecoins.

Other geopolitical factors also may influence government or regulatory support of such stablecoins, all of which could

affect the value of such stablecoins or lead to a de-pegging event.

On July 18, 2025, the Guiding

and Establishing National Innovation for U.S.

Stablecoins Act (the “GENIUS Act”) was passed and signed into law of the United

States, which directs for a federal regulatory framework for the issuance of “payment stablecoins” that are designed to be

used as a means of payment and settlement.

While the GENIUS Act has been signed into law, it will not become effective until the earlier

of January 18, 2027 or 120 days after the primary federal payment stablecoin regulators issue any final regulations implementing the GENIUS

The impact of these legal and regulatory changes associated with the GEINUS Act will depend in part on how such act is implemented

through rulemaking by U.S.

Therefore, while a consistent federal framework could increase institutional and consumer confidence

in stablecoins over time, the scope, timing, and substance of implementing the associated regulations and supervisory practices remain

Accepting stablecoins also

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The blockchain networks and digital wallets we use to process and store stablecoin transactions

may be vulnerable to hacking, phishing attacks, software bugs, and network failures.

A security breach or technical failure could result

in the loss or theft of stablecoin funds, for which we may have limited recourse due to the decentralized and irreversible nature of blockchain

transactions.

Moreover, reliance on third-party service providers, such as cryptocurrency exchanges or custodians, to facilitate stablecoin

transactions introduces counterparty risk.

If these providers, or any stablecoin issuers, experience insolvency, operational disruptions,

or fraudulent activity, our ability to process payments or convert stablecoins to fiat currency could be impaired, potentially leading

to financial losses or liquidity constraints.

Additional risks relate to

the market acceptance of stablecoins.

If customers or vendors lose confidence in stablecoins due to volatility, scandals, or legislative

or regulatory actions, demand for our stablecoin payment option could decline, forcing us to incur costs to adapt our payment infrastructure

or revert to traditional payment methods.

Conversely, if we cease accepting stablecoins in response to these risks, we may alienate a

segment of our customer base that prefers cryptocurrency payments, potentially reducing our market competitiveness.

Fluctuations in the broader

cryptocurrency market could indirectly impact our stablecoin operations.

A significant downturn in cryptocurrency prices or public sentiment

could trigger redemption pressures on stablecoin issuers, straining their reserves and increasing the likelihood of instability.

events could disrupt our payment processing capabilities and harm our financial position.

The development and use of AI may result

in reputational harm, liability, or other adverse consequences to our business operations.

We are evaluating AI technologies

for use in the operation of our business.

There are significant risks involved in deploying AI and there can be no assurance that any

usage of AI will enhance our products or services or be beneficial to our business, including our profitability.

AI technologies are complex

and rapidly evolving, and we face significant potential disruption from other companies as well as an evolving regulatory landscape.

integration of any AI technologies into our products or services may result in new or enhanced governmental or regulatory scrutiny, intellectual

property claims, litigation, confidentiality or security risks, ethical concerns, negative user perceptions as to automation and AI, or

other complications that could adversely affect our business, reputation, or financial results.

As a result of the complexity and rapid

development of AI, it is also the subject of evolving review by various U.S.

governmental and regulatory agencies, and other foreign jurisdictions

are applying, or are considering applying, their platform moderation, intellectual property, cybersecurity, and data protection laws to

AI and/or are considering general legal frameworks on AI.

We may not always be able to anticipate the appropriate response to these rapidly

evolving frameworks.

We may also have to expend resources to adjust our product or service offerings in certain jurisdictions if the legal

frameworks governing the use of AI are not consistent across jurisdictions.

If we fail to adopt AI technologies effectively or experience

delays in integrating these technologies into our operations, we may face significant risks to our competitive position, financial performance,

and long-term growth prospects.

Competitors who successfully leverage AI may gain advantages in operational efficiency, innovation, data

analysis, and customer personalization, potentially eroding our market share and reputation.

Uncertainty around new and

emerging AI technologies, such as generative AI, may require additional investment in the development of appropriate protections and safeguards

for handling the use of data with AI technologies, which may be costly and could impact our expenses.

AI technologies, including generative

AI, may create content that is factually inaccurate or flawed, or otherwise unlawful, harmful or policy-violating.

Such content may expose

us to brand or reputational harm and/or legal liability.

It is also uncertain how various laws related to online services, intermediary

liability, copyright and other issues will apply to content generated by AI.

The use of certain AI technologies presents emerging ethical

and social issues, and if we offer solutions that draw scrutiny or controversy due to their perceived or actual impact on users or on

society as a whole, we may experience brand or reputational harm, competitive harm, and/or legal liability.

As such, it is not possible

to predict all of the risks related to the use of AI, and developments in regulatory frameworks governing the use of AI and in related

stakeholder expectations may adversely affect our ability to develop and use AI or subject us to liability.

may be vulnerable to hacking, phishing attacks, smart-contract or software bugs, key-management failures, and network congestion or outages,

and a security breach or technical failure could result in the loss or theft of stablecoin funds, for which we may have limited recourse

due to the decentralized and generally irreversible nature of blockchain transactions.

Our reliance on third-party service providers,

such as exchanges, payment processors, custodians, and wallet providers, to facilitate stablecoin transactions and convert stablecoins

to fiat currency introduces additional counterparty and operational risk;

if any such provider or any stablecoin issuer experiences insolvency,

regulatory restrictions, operational disruptions, or fraudulent activity, our ability to process payments, safeguard customer balances,

or access liquidity could be impaired, potentially leading to financial losses or liquidity constraints.

We are also exposed to risks

relating to market and customer acceptance of stablecoins.

If customers, vendors, or regulators lose confidence in a particular stablecoin

or the stablecoin market more broadly because of volatility, negative publicity, enforcement actions, or failures of major issuers, demand

for our stablecoin payment options could decline, and we could be required to incur additional costs to modify our payment infrastructure,

transition to alternative digital asset arrangements, or revert to traditional payment methods.

The operation of our non-custodial crypto

wallet exposes us to significant regulatory, operational, security, and market risks that could adversely affect our business, financial

condition, results of operations, and reputation.

The operation of the Rumble

Wallet, our recently launched non-custodial crypto wallet, which enables users to hold multiple cryptocurrencies, engage in tipping on

our video platform, and utilize on- and off-ramps through partnership with a third-party crypto exchange, exposes us to significant regulatory,

operational, security, and market risks that could adversely affect our business, financial condition, results of operations, and reputation.

The cryptocurrency industry

is subject to extensive and evolving regulatory scrutiny in the United States and internationally, including from federal agencies and

state financial regulators.

Our crypto wallet and associated features, even though non-custodial in nature (meaning we do not hold or

control users’ private keys or assets), may be deemed to involve money transmission, securities activities, or other regulated financial

services, particularly in connection with tipping functionality and integrations with third-party exchanges for fiat-to-crypto conversions.

Changes in laws, regulations, or interpretations, such as classifications of certain cryptocurrencies as securities, enhanced know-your-customer

or anti-money laundering requirements, or restrictions on non-custodial wallets, could require us to obtain licenses, modify our offerings,

or cease operations in certain jurisdictions.

Noncompliance, whether actual or alleged, could result in investigations, enforcement actions,

fines, penalties, or litigation, which may be costly and time-consuming to defend.

For example, if regulators view our tipping feature

as facilitating unregistered securities transactions or unlicensed money services, we could face significant liabilities.

Our reliance on a partnership

with an existing crypto exchange for on- and off-ramp services introduces dependency risks.

The exchange may experience operational disruptions,

security breaches, regulatory issues, or insolvency, which could interrupt our users’ ability to deposit or withdraw funds, leading

to user dissatisfaction, loss of trust, and potential claims against us.

We have limited control over the exchange’s compliance,

performance, or risk management practices, and any failures on the exchange’s part could be attributed to us by users or regulators,

harming our brand and exposing us to liability.

Security vulnerabilities remain

a critical concern, despite the non-custodial design.

Our video platform’s integration with the wallet could be targeted by cyberattacks,

phishing schemes, or exploits aimed at users’ devices or our software interfaces, potentially resulting in unauthorized access,

theft of user assets, or data breaches.

User errors, such as loss of private keys or exposure to scams, could also lead to financial losses

for which users might seek to hold us responsible through lawsuits or negative publicity.

Competition in the crypto

wallet space is significant, with established players offering similar non-custodial solutions.

If our wallet fails to achieve sufficient

user adoption due to usability issues, lack of supported cryptocurrencies, or superior alternatives, we may incur substantial development

and marketing costs without corresponding benefits.

Moreover, broader market events, such as crypto market crashes, exchange failures

(such as the FTX bankruptcy), or increased regulatory crackdowns, could reduce overall interest in cryptocurrencies, diminishing the value

of our wallet features and potentially leading to impairment of related investments or assets.

Any of these risks could result in increased

operating expenses, loss of users, damage to our reputation, or material adverse effects on our financial performance.

Our increasing use of artificial intelligence

technologies presents significant regulatory, legal, operational, cybersecurity, and reputational risks that could materially and adversely

affect our business, financial condition, and results of operations.

Our business increasingly

relies on artificial intelligence (“AI”) technologies, including generative AI and emerging agentic systems, to support operational

efficiency, product development, data analysis, and innovation.

While these technologies present important opportunities, their development,

integration, and use involve substantial risks that could adversely affect our business, financial condition, results of operations, reputation,

and the market price of our securities.

The regulatory environment

surrounding AI is evolving rapidly and inconsistently across jurisdictions, creating compliance challenges, increased costs, and uncertainty.

In the United States, regulators, including the SEC, have intensified scrutiny of AI-related disclosures and the risk of “AI-washing,”

while emerging state and federal rules increasingly address automated decision-making, transparency, bias, and consumer protection.

Internationally,

comprehensive regimes, such as the EU AI Act, apply extraterritorially and may require us to classify and manage AI systems based on risk,

conduct assessments or audits, implement additional safeguards, or limit certain uses.

We may not always be able to anticipate how courts

and regulators will apply existing laws to AI, predict how new legal frameworks will develop to address AI, or otherwise respond to these

frameworks as they are still rapidly evolving.

Failure to anticipate or comply with applicable requirements could result in fines, enforcement

actions, operational restrictions, or reputational harm.

Divergent and changing rules may require us to tailor AI deployments by jurisdiction,

and we may also have to expend resources to adapt to new legal frameworks and adjust our offerings in certain jurisdictions if the legal

frameworks on AI are not consistent across jurisdictions.

Our use of AI also exposes

us to legal, intellectual property, and liability risks.

AI-generated outputs, including content, code, analytics, or decision recommendations,

may be inaccurate, fabricated, biased, or derived from third-party materials without appropriate rights, potentially leading to claims

of copyright or patent infringement, defamation, privacy violations, or discrimination under applicable laws.

We could face litigation,

regulatory investigations, indemnity claims from customers, or direct liability if AI-driven outputs cause harm, contribute to flawed

business decisions, or produce discriminatory or misleading results, and evolving interpretations of intermediary liability, fair use,

and product liability add further uncertainty.

Our reliance on third-party

AI providers and infrastructure creates vendor and concentration risk.

Disruptions at key vendors, such as outages, performance issues,

abrupt policy or pricing changes, feature deprecations, or terminations, could impair critical functions, delay product development, degrade

user experiences, or increase our costs.

We have limited visibility into vendors’ models, training data, update practices, and internal

controls, and may inherit issues such as inaccuracies, bias, data retention concerns, or intellectual property infringement, notwithstanding

contractual protections that may be insufficient or difficult to enforce.

New or evolving regulations addressing AI supply chains and

third-party risk may impose additional obligations on us as a user of these services.

Our reliance on third-party

AI providers and infrastructure creates vendor and concentration risk.

Disruptions at key vendors, such as outages, performance issues,

abrupt policy or pricing changes, feature deprecations, or terminations, could impair critical functions, delay product development, degrade

user experiences, or increase our costs.

We have limited visibility into vendors’ models, training data, update practices, and internal

controls, and may inherit issues such as inaccuracies, bias, data retention concerns, or intellectual property infringement, notwithstanding

contractual protections that may be insufficient or difficult to enforce.

New or evolving regulations addressing AI supply chains and

third-party risk may impose additional obligations on us as a user of these services.

Operational, cybersecurity,

and data privacy risks are amplified by AI adoption.

AI systems can exhibit errors, hallucinations, model drift, degraded performance,

adversarial vulnerabilities, or unexpected behaviors that, without adequate human oversight and safeguards, could disrupt operations,

diminish product quality, impact financial reporting, adversely affect individuals, or undermine trust in our offerings.

AI systems often

process large volumes of data and expand the attack surface, while techniques such as AI-enabled malware, deepfakes, model inversion extraction,

or prompt-injection attacks may increase the sophistication of threats.

Breaches, unauthorized access to or acquisition of, or misuse

of data, including personal information, used in or produced by AI systems could lead to financial losses, regulatory penalties, and litigation,

and AI systems may inadvertently expose proprietary or personal information.

Reputational and ethical risks

are significant, as AI raises concerns about bias, misinformation, job displacement, and environmental or other societal impacts.

scrutiny, negative media coverage, stakeholder backlash, or association with controversial AI practices could damage our brand, customer

relationships, ability to attract and retain talent, or investor confidence, particularly as expectations for robust AI governance, transparency,

and board oversight continue to increase.

Mitigating these risks requires ongoing investment in governance frameworks, policies, training,

audits, ethical guidelines, insurance, and technical safeguards, which may increase expenses and affect profitability.

The pace of AI evolution and

uncertainty in applicable laws and stakeholder expectations make it difficult to predict or fully mitigate all risks, and any of these

factors could have a material adverse effect on our business.

In addition, AI may not develop in accordance with market acceptance of

features, products, or services.

We regularly evaluate our product roadmaps and make significant changes as our understanding of the technological

challenges and market landscape of AI, as well as our product ideas and designs, continue to evolve.

As a result of these or other factors,

our AI strategy and investments may not be successful in the foreseeable future, or at all, which could adversely affect our business,

reputation, or financial results.

Prolonged or escalating trade disputes could

materially and adversely affect our business, financial condition, and results of operations.

Our business, operations,

and financial condition may be adversely affected by ongoing trade disputes, including tariffs, trade restrictions, and other protectionist

measures imposed by governments globally.

While we do not directly engage in the importation or exportation of goods, we operate within

a complex global ecosystem that is highly sensitive to disruptions caused by trade conflicts.

These disputes could lead to increased costs,

supply chain disruptions, and reduced demand for our products and services, even though our operations are primarily service-based.

disputes may result in higher costs for hardware, components, or software services provided by our suppliers, who may face tariffs or

other trade barriers and are likely to pass these costs on to us.

Additionally, trade disputes may disrupt the global supply chains on

which our partners or customers rely, potentially reducing advertising spend and delaying the development, deployment, or adoption of

our cloud technology solutions.

Trade disputes may also contribute to broader economic uncertainty, including inflationary pressures,

currency fluctuations, or reduced global investment in advertising and technology, leading to decreased demand for our advertising and

cloud offerings, as customers seek to reduce costs.

Geopolitical tensions arising from trade conflicts could also result in regulatory

changes, such as export controls or data localization requirements, which may increase our compliance costs or restrict our ability to

operate in certain markets.

The unpredictable nature,

duration, and severity of trade disputes make it difficult for us to fully mitigate their impact.

Prolonged or escalating trade disputes

could materially and adversely affect our business, financial condition, and results of operations.

Risks Related to the Legal and Regulatory Environment in Which We

We collect, store, and process large amounts

of user video content and personal information of our users and subscribers.

If our security measures are breached, our sites and applications

may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business

and operating results could be harmed, and we could face legal claims from users and subscribers.

of video content and personal information of our users and subscribers.

If our information security safeguards and measures are breached,

our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using

our services, our business and operating results could be harmed, and we could face legal claims from users and subscribers.

We collect, store, and process

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cloud customers, and subscribers.

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

Despite our efforts, we may fail to properly secure our systems and our user and subscriber data.

This could be caused by technical issues

(bugs), obsolete technology, human error or internal or external malfeasance, undiscovered vulnerabilities, and could lead to unauthorized

disclosure of data, unauthorized changes or data losses.

For example, we routinely receive reports from security researchers regarding

potential vulnerabilities in our applications.

We also rely on open-source software for various functions, which may contain undiscovered

security flaws and create additional technical vulnerabilities.

In addition, despite our ongoing and additional investments in cybersecurity,

such improvements and review may not identify abuses of our platforms and misuse of user data.

The existence of such vulnerabilities,

if undetected or detected but not remediated, could result in unauthorized access to our systems or the data of our users.

A data breach could expose

us to regulatory actions and litigation.

Depending on the circumstances, we may be required to disclose a suspected breach to regulators,

affected individuals, and the public.

This could lead to regulatory actions, including the possibility of fines, class action or traditional

litigation by affected individuals, reputational harm, costly investigation and remedial efforts, the triggering of indemnification obligations

under data-protection agreements with subscribers, vendors, and partners, higher premiums for cybersecurity insurance and other insurance

policies, and the inability to obtain cybersecurity insurance or other forms of insurance.

We do not presently have cybersecurity insurance

to compensate for any losses that may result from any breach of security, and given industry trends generally, we expect that any such

cybersecurity insurance coverage will be difficult to obtain in the future on acceptable terms.

As a result, our results of operations

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

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

our business.

We aim to secure our systems but despite our efforts, we may fail to properly secure our systems and our user and subscriber

This could be caused by technical issues (bugs), viruses, obsolete technology, human error, internal or external malfeasance, or

undiscovered vulnerabilities, and could lead to unauthorized disclosure, acquisition, or loss of personal or confidential information.

We routinely receive reports from security researchers regarding potential vulnerabilities in our applications.

We also rely on open-source

software for various functions, which may contain undiscovered security flaws and create additional technical vulnerabilities.

our ongoing and additional investments in our cybersecurity posture, such improvements and review may not identify abuses of our platforms

and misuse of user and subscriber data.

The existence of such vulnerabilities, if undetected or detected but not remediated, could result

in unauthorized access to or acquisition of user and subscriber data on our systems.

A cybersecurity incident or

breach could expose us to regulatory actions and litigation.

Depending on the circumstances, we may be required to disclose a suspected

cybersecurity incident or breach to regulatory authorities or law enforcement, affected individuals, and the public.

This could lead to

regulatory actions, including the possibility of fines, class actions or other litigation by affected individuals, reputational harm,

costly investigation and remedial efforts, the triggering of indemnification obligations under data-protection agreements with subscribers,

vendors or third-party service providers, and business partners, higher premiums for cybersecurity insurance and other insurance policies,

and the inability to obtain cybersecurity insurance or other forms of insurance.

We do not presently maintain cybersecurity insurance

to cover losses that may result from any breach of security, and given industry trends generally, we expect that any such cybersecurity

insurance coverage will be difficult to obtain in the future on acceptable terms.

As a result, our results of operations or financial

condition may be materially and adversely affected if we experience a cybersecurity-related loss.

We may fail to comply with applicable privacy

We are subject to data privacy,

and security laws and regulations that apply to the collection, transmission, storage, use, processing, destruction, retention and security

of personal information, including additional laws or regulations relating to health information.

Our current privacy policies and practices,

which are publicly available at rumble.com/s/privacy, are designed to comply with privacy and data protection laws in the United States

These policies and practices inform users how we handle personal information and, as permitted by law, allow users to change

or delete the personal information in their user accounts.

The legislative and regulatory landscape for privacy and data protection continues

to evolve in jurisdictions worldwide, and these laws may at times be conflicting.

It is possible that these laws may be interpreted and

applied in a manner that is inconsistent with our practices, and our efforts to comply with the evolving data protection rules may be

unsuccessful.

We must devote significant resources to understanding and complying with this changing landscape.

Failure to comply with

federal, state, provincial and international laws regarding privacy and security of personal information could expose us to penalties

under such laws, orders requiring that we change our practices, claims for damages or other liabilities, regulatory investigations and

enforcement action (including fines and criminal prosecution of employees), litigation, significant costs for remediation, and damage

to our reputation and loss of goodwill, any of which could have a material adverse effect on our business, financial condition, results

of operations and prospects.

Even if we have not violated these laws, government investigations and private lawsuits into these issues

typically require the expenditure of significant resources and generate negative publicity, which could have a material adverse effect

on our business, financial condition, results of operations and prospects.

Additionally, if we are unable to properly protect the privacy

and security of personal information, including protected health information, we could be found to have breached our contracts with certain

third parties.

There are numerous U.S.

Canadian federal, state, and provincial laws and regulations related to the privacy and security of personal information.

whether protected information has been handled in compliance with applicable privacy standards and our contractual obligations can be

complex and may be subject to changing interpretation.

If we fail to comply with applicable privacy laws, we could face civil and criminal

Failing to take appropriate steps to keep consumers’ personal information secure can also constitute unfair acts or practices

in or affecting commerce and be construed as a violation of Section 5(a) of the Federal Trade Commission Act (the “FTCA”),

The Federal Trade Commission (the “FTC”) expects a company’s data security measures to be reasonable

and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and

the cost of available tools to improve security and reduce vulnerabilities.

In addition, state attorneys general are authorized to bring

civil actions seeking either injunctions or damages in response to violations that threaten the privacy of state residents.

be sure how these regulations will be interpreted, enforced or applied to our operations.

In addition to the risks associated with enforcement

activities and potential contractual liabilities, our ongoing efforts to comply with evolving laws and regulations at the federal and

state level may be costly and require ongoing modifications to our policies, procedures and systems.

Internationally, laws, regulations

and standards in many jurisdictions apply broadly to the collection, transmission, storage, use, processing, destruction, retention and

security of personal information.

For example, in the European Union, the collection, transmission, storage, use, processing, destruction,

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

addition to other applicable laws and regulations.

The GDPR, together with national legislation, regulations and guidelines of the European

Union Member States governing the collection, transmission, storage, use, processing, destruction, retention and security of personal

data, impose strict obligations with respect to, and restrictions on, the collection, use, retention, protection, disclosure, transfer

and processing of personal data.

The GDPR also imposes strict rules on the transfer of personal data to countries outside the European

Union that are not deemed to have protections for personal information, including the United States.

The GDPR authorizes fines for certain

violations of up to 4% of the total global annual turnover of the preceding financial year or €20 million, whichever is greater.

data protection, and security laws and regulations that apply to the collection, transmission, storage, use, processing, destruction,

retention, and security of personal information.

Our current privacy and data protection policies and practices, which are publicly available

at rumble.com/s/privacy, are designed to comply with privacy and data protection laws in the United States, the European Union, the United

Kingdom, Brazil, and Canada.

These policies and practices inform users how we handle personal information and, as permitted by law, allow

users to correct or delete the personal information in their user accounts.

The legislative and regulatory landscape regarding privacy

and data protection continues to evolve rapidly in jurisdictions worldwide, and these laws may at times be in conflict or subject to changing

legal or regulatory interpretation.

Regulations or laws may be interpreted and applied in a manner that is inconsistent with our practices,

and our efforts to comply with the evolving data protection rules may be unsuccessful.

We may need to devote significant resources to

understanding and complying with this evolving data privacy, data protection and data security legal and regulatory landscape.

to comply with federal, state, provincial and international laws regarding privacy, data protection, and security of personal information

could expose us to penalties under such laws, or orders regarding our practices, claims for damages or other liabilities, regulatory investigations

and enforcement actions (including fines, litigation, or significant remediation costs), and damage to our reputation and loss of goodwill,

any of which could have a material adverse effect on our business operations, financial condition, and prospects.

Even if we have not

violated these laws, government investigations and private lawsuits into these issues typically require the expenditure of significant

internal and external resources and generate negative publicity, which could have a material adverse effect on our business operations,

financial condition, and prospects.

Additionally, if we are unable to properly protect the privacy, data protection, and security of personal

information, we could be found to have breached our contracts with certain third parties.

Due to the numerous U.S.

state, and Canadian federal and provincial laws and regulations related to the privacy, data protection, and security of personal information,

determining whether personal information has been handled in compliance with applicable privacy standards and our contractual obligations

can be complex and may be subject to changing legal and regulatory interpretation.

Federal Trade Commission (the “FTC”)

expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information

it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities.

we fail to comply with applicable privacy laws, we could face civil and criminal penalties.

Failing to take appropriate steps to keep

consumers’ personal information secure may also constitute unfair acts or practices in or affecting commerce and be construed as

a violation of Section 5(a) of the FTCA.

In addition, U.S.

state attorneys general may bring civil actions seeking either injunctions

or damages in response to violations of applicable state law.

We cannot be sure how these regulations will be interpreted, enforced or

applied to our operations.

In addition to the risks associated with enforcement activities and potential contractual liabilities, our

ongoing efforts to comply with evolving laws and regulations at the federal and state level may be costly and require ongoing modifications

to our policies, procedures and systems.

In the United States, the

patchwork of state comprehensive consumer privacy laws continues to expand, with new laws taking effect in Indiana, Kentucky, and Rhode

Island on January 1, 2026, bringing the total to approximately 20 states with such frameworks.

Recent developments include California’s

finalized regulations (effective in phases starting January 1, 2026) on automated decision-making technology, risk assessments, and cybersecurity

audits under the CCPA, as well as heightened focus on sensitive data (such as precise geolocation, health information, biometrics, and

neural data) in various states, such as Maryland (effective 2025), Oregon, Colorado, Connecticut (with amendments lowering thresholds

and expanding protections effective mid-2026), and Utah (with amendments to allow the right of correction, effective mid-2026).

state attorneys general and the FTC has intensified in 2025, targeting issues such as dark patterns, universal opt-out mechanisms,

data broker practices, children’s privacy, and sensitive data handling, with expectations of continued aggressive activity in 2026.

Internationally, the laws,

regulations, and standards in many jurisdictions apply broadly to the collection, transmission, storage, use, processing, destruction,

retention, and security of personal information.

In the EU, the collection, transmission, storage, use, processing, destruction, retention,

and security of personal information (i.e., personal data) is governed by the provisions of the EU GDPR and the EU GDPR as assimilated

in the law of the UK (the “UK GDPR”) (the EU GDPR and the UK GDPR, collectively, the “GDPR”) in addition to other

applicable laws and regulations.

The GDPR, together with national legislation, regulations, and guidelines of the EU Member States governing

the collection, transmission, storage, use, processing, destruction, retention, and security of personal data, impose strict obligations

with respect to the collection, use, retention, protection, disclosure, transfer, and processing of personal data.

The GDPR also imposes

strict rules on the transfer of personal data to countries outside the EU that are not deemed to have protections for personal information,

including the United States.

The GDPR authorizes fines for certain violations of up to 4% of the total global annual turnover of the preceding

financial year or €20 million, whichever is greater.

Such fines are in addition to any civil litigation claims by data subjects.

Separately, Brexit has led and could also lead to legislative

and regulatory changes and may increase our compliance costs and expose us to two parallel regulatory regimes, each of which authorizes

GDPR enforcement remains robust, with coordinated actions and a new 2026 regulation supplementing cross-border enforcement procedures

to streamline investigations (effective in phases, with full application by 2027).

Separately, Brexit has led to legislative and regulatory

changes and may increase our data protection compliance costs and expose us to two parallel regulatory regimes, each of which authorizes

similar fines and other potentially divergent enforcement actions for certain violations.

Other jurisdictions outside the European Union

are similarly introducing or enhancing privacy and data security laws, rules and regulations, which could increase our compliance costs

and the risks associated with noncompliance.

We cannot guarantee that we are, or will be, in compliance with all applicable U.S., Canadian,

or other international regulations as they are enforced now or as they evolve.

In Brazil and Canada, respectively, organizations

are subject to Brazil’s data protection law, the Lei Geral de Protectao de Dados (the “LGPD”), which imposes similar

requirements to those imposed under the GDPR, and Canada’s Personal Information Protection and Electronic Documents Act (the “PIPEDA”)

regarding the collection, transmission, storage, use, processing, destruction, retention, and security of personal information.

jurisdictions outside the EU are similarly introducing or enhancing privacy, data protection, and data security laws, rules, and regulations,

which could increase our compliance costs and the risks associated with noncompliance.

We cannot guarantee that we are, or will be, in

compliance with all applicable U.S.

or other international laws or regulations as they are enforced now or as they may be enforced in

Our cloud services business operates in

a highly regulated environment, subject to a complex and rapidly evolving array of domestic and international laws, regulations, and industry

standards governing data privacy, cybersecurity, data localization, and cross-border data transfers.

Compliance with regulatory

requirements of a rapidly evolving array of domestic and international laws that apply to our cloud services business poses significant

operational, financial, and reputational risks.

For example, we are subject to the GDPR, the California Consumer Privacy Act (CCPA) and

its successor, the California Privacy Rights Act (CPRA).

As we further expand internationally, we may become subject to similar laws in

foreign jurisdictions.

These regulations impose strict obligations on the collection, storage, processing, and transfer of personal data,

with potential penalties for noncompliance, in addition to litigation costs and reputational harm.

standards governing data privacy, cybersecurity, data localization, cross-border data transfers, and emerging technologies such as artificial

intelligence.

Compliance with a rapidly

evolving regulatory landscape of privacy and data protection laws that apply to our cloud services business poses significant operational,

financial, and reputational risks, including but not limited to, the GDPR, LGPD, PIPEDA, CCPA, and an expanding patchwork of U.S.

comprehensive privacy laws.

As we expand further internationally, we may become subject to similar or more stringent privacy laws in additional

jurisdictions.

These regulations impose strict

obligations on the collection, storage, processing, and transfer of personal information, with substantial penalties for noncompliance,

which include but are not limited to litigation costs and reputational harm in the event of a breach of personal information on our information

security systems.

Furthermore, certain countries

enforce data localization laws requiring that data generated within their borders be stored on local servers, which may conflict with

our global operational model and necessitate costly infrastructure investments or limit our ability to serve customers efficiently.

trade policies, such as the tariffs imposed on goods from China, Canada, and Mexico, could exacerbate these challenges by increasing

tensions over cross-border data flows or prompting retaliatory measures that further restrict data transfers.

The invalidation of frameworks

like the EU-U.S.

Privacy Shield and ongoing uncertainty surrounding alternative mechanisms, such as standard contractual clauses, heighten

the risk that we may be unable to lawfully transfer data across jurisdictions, potentially disrupting service delivery or subjecting us

to regulatory enforcement actions.

our global operational model and necessitate costly infrastructure investments or limit our ability to serve users and subscribers efficiently.

trade policies, including expanded tariffs on goods from various countries (such as China, Canada, and Mexico) imposed in

2025, could exacerbate these challenges by increasing geopolitical tensions, prompting retaliatory measures, or further restricting cross-border

data flows through trade-related negotiations or restrictions.

Our cloud services business

may also cater to customers in regulated industries, such as healthcare (subject to HIPAA), financial services (subject to PCI DSS and

SEC regulations), and government (subject to FedRAMP), each imposing additional compliance obligations.

may also serve customers in highly regulated industries, such as healthcare (subject to HIPAA), financial services (subject to PCI DSS,

SEC regulations, and evolving state and federal cybersecurity mandates), and government (subject to FedRAMP, with proposed updates in

2026 to modernize authorization processes, including machine-readable packages and compliance deadlines).

Failure to obtain or maintain

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from certain markets, or substantial penalties.

Moreover, emerging regulations, such as the EU’s Artificial Intelligence Act and

Emerging regulations add further

complexity to the regulatory landscape of privacy laws.

The EU AI Act, now in phased enforcement (with prohibitions effective since 2025,

core high-risk system obligations largely applying from August 2026, and remaining provisions by 2027), categorizes AI systems by risk

and may require significant changes to our technology, operations, transparency measures, or governance if our cloud services involve

or support AI deployments.

Potential U.S.

federal cybersecurity mandates, introduce further uncertainty, as their scope and enforcement remain unclear but could

require significant changes to our technology and operations.

federal cybersecurity mandates, including ongoing developments in incident response, enhanced

focus on cloud security configurations, and sector-specific rules, introduce additional uncertainty and compliance burdens.

Noncompliance, whether due

to inadvertent violations, evolving interpretations of existing laws, or breaches by third-party vendors we rely on, could lead to investigations,

fines, injunctions, or restrictions on our ability to operate in key markets.

Even the perception of noncompliance could damage customer

trust and investor confidence, adversely affecting our stock price.

The costs of compliance, including legal fees, system upgrades, and

ongoing audits, may increase over time and strain our financial resources, particularly if regulators impose conflicting requirements

across jurisdictions.

There can be no assurance that our efforts to monitor and adapt to this dynamic regulatory landscape will be sufficient

to mitigate these risks, and any failure to do so could have a material adverse effect on our business, financial condition, and results

of operations.

to inadvertent violations, evolving interpretations of existing laws, breaches by third-party vendors we rely on, or challenges in adapting

to conflicting regulatory requirements, could lead to investigations, fines, injunctions, restrictions on our ability to operate in key

markets, or loss of certifications.

Even the perception of noncompliance could damage customer trust and investor confidence, adversely

affecting our stock price.

The costs of compliance, including legal fees, system upgrades, ongoing audits, certifications, and infrastructure

adjustments, may increase over time and strain our financial resources, particularly amid divergent jurisdictional demands.

be no assurance that our efforts to monitor and adapt to this dynamic regulatory landscape will be sufficient to mitigate these risks,

and any failure to do so could have a material adverse effect on our business, financial condition, and results of operations.

We operate across many domestic and international

jurisdictions which may subject us to cybersecurity, privacy, data security, data protection, and online content laws with uncertain interpretations.

jurisdictions, which may subject us to cybersecurity, privacy, data security, data protection, and online content laws with uncertain

interpretations.

International laws and regulations

relating to cybersecurity, privacy, data security, data protection, and online content often are more restrictive than those in the United

There is no harmonized approach to these laws and regulations globally.

Consequently, as we expand internationally from Canada

and the United States, we increase our risk of noncompliance with applicable foreign data protection and online content laws, including

laws that expose us to civil or criminal penalties in certain jurisdictions for our content moderation decisions.

We may need to change

and limit the way we use personal information in operating our business and may have difficulty maintaining a single operating model that

is compliant.

In addition, various federal, state, provincial, and foreign legislative and regulatory bodies, or self-regulatory organizations

may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding cybersecurity, privacy,

data security, data protection and online content.

Aspects of such laws can be unclear, resulting in further uncertainty and potentially

requiring us to modify our data practices and policies and to incur substantial additional costs and expenses in an effort to comply.

In addition, such laws may have potentially conflicting requirements that would make compliance challenging.

Consequently, as we expand from Canada and the United States into other jurisdictions and become subject to additional data protection

and online content compliance regimes, we increase our risk of noncompliance with applicable foreign data protection and online content

laws, including laws that expose us to civil or criminal penalties in certain jurisdictions for our content moderation decisions.

be required to change and limit the way we use personal information in the operation of our business and may have difficulty maintaining

a single operating model that is compliant with competing data protection and online content regimes.

Further, In addition, various federal,

state, provincial, and foreign legislative and regulatory bodies, or self-regulatory organizations may expand current laws or regulations,

enact new laws or regulations or issue revised rules or guidance regarding cybersecurity, privacy, data security, data protection, and

online content.

There is ambiguity with respect to certain aspects of these laws, resulting in further uncertainty, and potentially requiring

us to modify our data protection practices and policies and to incur substantial additional costs and expenses in an effort to comply.

In addition, such laws may have potentially conflicting requirements that may make compliance more challenging.

Noncompliance with anti-corruption, anti-bribery,

anti-money laundering, and similar laws can subject us to criminal or civil liability and harm our business, financial condition and results

of operations.

anti-money laundering, and similar laws can subject us to criminal or civil liability and harm our business, financial condition, and

results of operations.

We are subject to the U.S.

Foreign Corrupt Practices Act (FCPA), U.S.

domestic bribery laws, and other anti-corruption and anti-money laundering laws in the countries

in which we operate.

Foreign Corrupt Practices Act, U.S.

domestic bribery laws, and other anti-corruption and anti-money laundering laws in the countries in

which we operate.

Anti-corruption and anti-bribery laws have been interpreted broadly to generally prohibit companies, their employees

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To the extent we expand our international activities, our

exposure to unauthorized copying and use of our data or certain aspects of our platform, or our data may increase.

Competitors, foreign

governments, foreign government-backed actors, criminals, or other third parties may gain unauthorized access to our proprietary information

and technology.

Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our

technology and intellectual property.

exposure to unauthorized copying and use of our data or certain aspects of our platform may increase.

Competitors, foreign governments,

foreign government-backed actors, criminals, or other third parties may gain unauthorized access to our proprietary information and technology.

Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our technology and

intellectual property.

To protect our intellectual

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to the intellectual property that is the subject of the infringement claims.

These licenses, if required, may not be available on acceptable

terms or at all.

As a result, intellectual property claims against us could have a material adverse effect on our business, prospects,

financial condition, operating results and cash flows.

These licenses, if required, may not be available on commercially

acceptable terms or at all.

As a result, intellectual property claims against us could have a material adverse effect on our business,

prospects, financial condition, operating results, and cash flows.

We may face liability for hosting content

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In the United States, Section

230 generally limits our liability for hosting tortious and otherwise illegal content.

The immunities conferred by Section 230 could be

narrowed or eliminated through amendment, regulatory action or judicial interpretation.

In 2018, Congress amended Section 230 to remove

immunities for content that promotes or facilitates sex trafficking and prostitution.

In 2020, various members of Congress introduced

bills to further limit Section 230, and a petition was filed by a Department of Commerce entity with the Federal Communications Commission

to commence a rulemaking to further limit Section 230.

Additionally, judicial decisions, including by the U.S.

Supreme Court as well as

lower courts, may limit or alter the protections offered by Section 230.

230 generally limits our liability for hosting tortious and otherwise illegal content created by third parties.

However, the immunities

conferred by Section 230 could be narrowed, modified, or eliminated through legislative amendments, regulatory actions, judicial interpretation,

or other developments.

In 2018, Congress amended Section 230 to remove immunity for content that promotes or facilitates sex trafficking

and prostitution.

Since then, various bills have been introduced to further limit or repeal Section 230 protections, including recent

bipartisan proposals in the 119th Congress (2025-2026).

Ongoing efforts by federal agencies, including statements from officials at the

FTC, DOJ, and FCC in 2025 emphasizing reinterpretation or reform to address perceived “censorship” or platform accountability,

add uncertainty to Section 230 protections.

Additionally, judicial decisions, including potential future U.S.

Supreme Court or lower court

rulings, may further limit or alter the scope of Section 230 protections, particularly in contexts involving algorithmic amplification,

generative AI outputs, or content moderation practices.

Laws like Section 230 generally

do not exist outside of the United States, and some countries have enacted laws that require online content providers to remove certain

pieces of content within short time frames.

If we fail to comply with such laws, we could be subject to prosecution or regulatory proceedings,

or we may choose voluntarily to suspend access to our services indefinitely in the applicable jurisdiction in order to uphold our commitment

to free speech and diversity of opinion, as we did in France beginning in November 2022 and in Brazil beginning in December 2023.

and any similar future suspensions may limit our user and revenue growth, which in turn may adversely affect our business and operating

In addition, some countries may decide to ban our service based upon a single piece of content.

do not exist outside of the United States, and many countries have enacted or strengthened laws requiring online content providers to

remove certain content within short time frames or face penalties.

For example, intensified enforcement under the EU’s Digital Services

Act (the “DSA”) (including fines up to 6% of global annual turnover, as seen in the €120 million fine imposed by the

EU in December 2025 against the social media platform X for transparency violations) imposes obligations on social media platforms to

address illegal content, systemic risks, and content moderation transparency, with potential extraterritorial effects.

Other jurisdictions

continue to introduce or enhance similar requirements.

If we fail to comply with such laws, we could be subject to prosecution, regulatory

proceedings, fines, or other sanctions, or we may choose voluntarily to suspend access to our services indefinitely in the applicable

jurisdiction in order to uphold our commitment to free speech and diversity of opinion, as we did in France beginning in November 2022

and in Brazil beginning in December 2023 (with the Brazil suspension upheld and extended into 2025 amid ongoing disputes with the Supreme

Court over compliance with local orders).

These and any

similar future suspensions may limit our user base, revenue growth, and market access, which in turn may adversely affect our business

and operating results.

In addition, some countries may decide to ban or restrict our service based on a single piece of content or perceived

noncompliance.

We may also face liability

when we remove content and accounts that we believe are violating our terms of service.

While Rumble believes that Section 230 allows

us to restrict or remove certain categories of content, our protections may not always end a lawsuit at an early stage, potentially resulting

in costly and time-consuming litigation.

While we believe that Section 230 allows us to

restrict or remove certain categories of content in good faith, our protections may not always end a lawsuit at an early stage, potentially

resulting in costly and time-consuming litigation, especially amid evolving interpretations of Section 230 in the context of content moderation

decisions or third-party claims.

The incentives that we offer to certain

content creators may lead to liability based on the actions of those creators.

Our goal is to attract even

more top creators to our platform, further accelerating our platform’s growth, and we have offered and intend to continue to offer

incentives, including economic incentives, to content creators to join our platform, even while the content creators maintain sole editorial

control over the content they produce.

These incentives have included and may continue to include equity grants or cash payments, including

arrangements under which we may agree to pay fixed compensation to a content creator (in certain cases, for multiple years) irrespective

of whether the actual revenue or user growth generated by the applicable content creator on our platform meets our original modeled financial

projections for that creator.

Our goal is to attract more

top creators to our platform, further accelerating our platform’s growth, and we have offered and intend to continue to offer incentives,

including economic incentives, to content creators to join our platform, while the content creators maintain sole editorial control over

the content they produce.

These incentives have included and may continue to include equity grants or cash payments, including arrangements

under which we may agree to pay fixed compensation to a content creator (in certain cases, for multiple years) irrespective of whether

the actual revenue or user growth generated by such content creator on our platform meets our original modeled financial projections for

that creator.

While we believe that the

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As part of these advertisements,

the content creator offers a paid endorsement of various products or services.

a content creator offers a paid endorsement of various products or services.

Although we follow FTC guidelines regarding endorsements

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quality of our services and deter current or potential users from using our platforms, and we may face negative publicity for removing,

or declining to remove, certain content, regardless of whether such content violated any law.

or declining to remove, certain content, regardless of whether such content violates any law.

Individuals and groups may

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This content moderation service is provided by Cosmic, a key

vendor, and we would experience a significant disruption if Cosmic were no longer able or willing to offer us that service.

vendor, and we would experience a significant disruption if Cosmic is no longer able or willing to offer us that service.

If a significant

amount of content that violates our terms of service were not detected and removed by us in a timely manner, or if a significant amount

of information was perceived by users or the media to violate our terms of service, whether or not such perceptions were accurate, our

brand, business and reputation could be harmed.

This risk increases as the volume of content uploaded by users to Rumble continues to

amount of content that violates our terms of service is not detected and removed by us in a timely manner, or if a significant amount

of information is perceived by users or the media to violate our terms of service, whether or not such perceptions are accurate, our brand,

business and reputation could be harmed.

This risk increases as the volume of content uploaded by users to Rumble continues to grow.

In the event our content creators,

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multiple jurisdictions.

Our provision for income taxes is based on a jurisdictional mix of earnings, statutory tax rates and enacted tax

rules, including transfer pricing.

There may also be tax costs associated with distributions between our subsidiaries.

Our provision for income taxes is based on a jurisdictional mix of earnings, statutory tax rates, and enacted

tax rules, including transfer pricing.

There may also be tax costs associated with distributions among our subsidiaries.

Due to economic

and political conditions, tax rates in various jurisdictions may be subject to significant change.

As a result, our future effective tax

rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of

deferred tax assets and liabilities, or changes in tax laws or their interpretation.

These changes may adversely impact our effective

and political conditions, tax rates in various jurisdictions may be subject to significant changes.

As a result, our future effective

tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation

of deferred tax assets and liabilities, or changes in tax laws or their interpretation.

These changes may adversely affect our effective

tax rate and harm our financial position and results of operations.

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If our reserves are not sufficient to cover these contingencies, such inadequacy

could materially adversely affect our business, prospects, financial condition, operating results, and cash flows.

In addition, due to

the global nature of the internet, various states or foreign countries may attempt to impose additional or new regulation on our business

could materially and adversely affect our business, prospects, financial condition, operating results, and cash flows.

In addition, due

to the global nature of the internet, various states or foreign countries may attempt to impose additional or new regulations on our business

or levy additional or new taxes relating to our activities.

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New laws could restrict our

ability to conduct marketing by, for example, restricting the emailing or targeting users or use certain technologies like artificial

ability to conduct marketing by, for example, restricting the emailing or targeting of users or the use of certain technologies like artificial

intelligence.

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or use certain information about our users and subscribers.

For example, Google has indicated that it will ultimately phase out the use

of cookies to track users of its search services in future versions of its Chrome web browser, and Apple has updated its iOS mobile operating

system to require app developers to obtain opt-in consent before tracking users of its various services.

If these types of changes are

implemented, our ability to determine how our users and subscribers use our video services and ability to use targeted advertising in

a cost-effective manner may be limited.

New laws in Canada, along with laws under consideration in the European Union and other jurisdictions

in which we operate, may also require us to change our content moderation practices or privacy policies in ways that harm our business

or create the risk of fines or other penalties for noncompliance.

For example, while Google has abandoned its previous plans to phase out third-party

cookies in Chrome, Apple continues to enforce and expand its App Tracking Transparency framework across iOS, requiring explicit opt-in

consent for cross-app tracking, with ongoing enforcement challenges in jurisdictions like France (where a 2026 court ruling upheld the

feature despite advertiser pushback) and potential future adjustments amid EU scrutiny.

If these types of changes persist or evolve, our

ability to determine how our users and subscribers use our video services and to use targeted advertising in a cost-effective manner may

New laws in Canada, along with laws under consideration or in enforcement in the EU and other jurisdictions in which we operate,

may also require us to change our content moderation practices or privacy policies in ways that harm our business or create the risk of

fines or other penalties for noncompliance.

We may become subject to newly enacted laws

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and established technology platforms that feature stricter content moderation.

For example, Canada’s Bill C-11, also known as the

Online Streaming Act, grants Canadian regulatory authorities significantly increased regulatory powers over audiovisual content on the

While we do not currently meet the regulatory criteria to comply with C-11, our commitment to a free and open internet may result

in governmental actions against our platform, costly and prolonged legal challenges, and the prohibition or suppression of our platform

in certain jurisdictions or our voluntary withdrawal from such jurisdictions.

The European Union (EU) has

recently intensified its efforts to regulate online speech, primarily through the Digital Services Act (DSA), which came into effect in

The DSA imposes strict requirements on digital services providers to combat “illegal” content, including “hate

speech” and “disinformation,” with significant fines for noncompliance.

EU politicians have issued warnings to online

platforms over content accessible to EU users, such as Elon Musk’s interview with Donald Trump in August 2024.

The DSA also requires

rapid content removal and potential platform bans.

For example, Canada’s Online Streaming Act (formerly

Bill C-11), enacted in 2023, grants the Canadian Radio-television and Telecommunications Commission (the “CRTC”) significantly

increased regulatory powers over audiovisual content on the internet.

The CRTC continues phased implementation through 2025 and 2026,

including decisions on Canadian content certification frameworks, discoverability requirements, registration of online streaming services,

and potential revenue-based obligations for certain foreign platforms.

While we do not currently meet the regulatory criteria to comply

with Canada’s Online Streaming Act, our commitment to a free and open internet may result in governmental actions against our platform,

costly and prolonged legal challenges, and the prohibition or suppression of our platform in certain jurisdictions or our voluntary withdrawal

from such jurisdictions.

The EU has recently intensified

its efforts to regulate online speech, primarily through the DSA, which came into effect in 2023.

The DSA imposes strict requirements

on digital services providers to combat “illegal” content, including “hate speech” and “disinformation,”

with significant fines for noncompliance.

EU politicians and authorities have issued warnings to online platforms over content accessible

to EU users, and the DSA requires rapid content removal and potential platform bans or restrictions.

Lawmakers in the United States

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cases before the judiciary that may result in changes to the protections afforded to internet platforms that, depending on the outcomes,

could greatly limit the scope of the current protections.

could greatly limit the scope of these protections.

If these proposed or similar laws are passed or upheld, if similar future legislation

or governmental action is proposed or taken, and if existing protections are limited or removed, changes will be required that could impose

additional costs of operation, subject us to additional liability or cause users to abandon our service, any of which could adversely

or governmental action is proposed or taken, and if existing protections are limited or removed, changes would be required that could

impose additional costs of operation, subject us to additional liability, or cause users to abandon our service, any of which could adversely

affect our business, results of operations, financial condition, and prospects.

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or advertising bans, for failure to remove certain types of content or to follow certain processes.

Such content-related legislation also

has required us in the past, and may require us in the future, to change our products or business practices.

Such content-related legislation has

required us in the past, and may require us in the future, to change our products or business practices.

Our responses to content-related

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could require product changes in the user interface that could adversely affect user growth and engagement.

We are exposed to significant regulatory,

operational, compliance, privacy, and legal risks related to age verification and child online safety laws implemented in various U.S.

states and foreign jurisdictions.

The implementation and enforcement

of age verification and child online safety laws in various U.S.

states and foreign jurisdictions present significant regulatory, operational,

compliance, privacy, and legal risks to our business as a video services provider, which could adversely affect our MAUs, revenue, reputation,

and financial condition.

Numerous laws, regulations, and legally-binding codes, such as the U.S.

federal Children’s Online Privacy

Protection Act, California’s Age Appropriate Design Code, the UK’s Online Safety Act and Age Appropriate Design Code, the

CCPA and other U.S.

state comprehensive privacy laws, the GDPR, and the DSA, impose various obligations on companies that process minors’

data and/or provide online services, or other interactive platforms used by children, including prohibiting showing minors advertising,

requiring age verification, limiting the use of minors’ personal information, requiring certain consents to process such personal

information and extending certain rights to children and their parents with respect to that personal information.

These laws may result

in restrictions on the use of certain of our products or services by teens, may prohibit us from offering certain of our products or services

to teens, and may decrease daily active users or user engagement in various jurisdictions.

These laws may be, and in some cases already

have been, subject to legal challenges and changing interpretations which may further complicate our efforts to comply with laws applicable

Some of these obligations have wide-ranging application, including for services that do not intentionally target child users (defined

in some circumstances as a user under the age of 18 years old).

The resulting patchwork of regulations is rapidly evolving, with potential

for additional jurisdictions to adopt similar measures, creating inconsistent and overlapping obligations.

We have already implemented

a minimum age of 17 for registered users on our video platform and require users to provide their date of birth.

However, compliance with

these new laws may require us to implement additional measures and complex age verification technologies, such as biometric data checks,

third-party ID verification, or parental consent mechanisms, which could involve substantial development, integration, and ongoing maintenance

This may decrease our advertising and subscription revenue, and increase legal risk and compliance costs for us and our third-party

partners, which may harm the profitability of our business.

These systems may generally deter users from using our platform and create

risks of inaccurate age determinations, user circumvention, or over-blocking of legitimate adult users, potentially resulting in reduced

user acquisition, engagement, and retention, particularly among younger demographics that represent a significant portion of our growth.

Noncompliance, whether due to technical failures, conflicting jurisdictional interpretations, or delays in implementation, could lead

to investigations, enforcement actions, substantial fines, class-action lawsuits, or injunctions that restrict our operations in impacted

If we challenge these laws, as a defendant or through industry-wide challenges, we could be negatively impacted by protracted

legal battles, adverse rulings, or requirements to fundamentally alter our platform’s features, content moderation, or user experience.

Additionally, varying international standards may force us to create region-specific versions of our platform, increasing operational

complexity and costs while potentially fragmenting our global user community.

Broader market reactions,

such as user backlash against perceived privacy intrusions or reduced platform accessibility, could erode trust in our brand and lead

to competitive disadvantages if our competitors are able to adapt more effectively.

We may incur significant expenses for legal counsel,

technology upgrades, and compliance programs, and there is no assurance that these measures will fully mitigate the risks.

The materialization

of any of these factors could have a substantial negative impact on our business and results of operations.

We are involved in litigation that is unpredictable

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by such paid promotions.

While these promotions are not endorsements by Rumble of the underlying products or services by Rumble and we

require content creators to comply with all applicable laws and regulations, we may be found liable pursuant to existing or newly created

rules and regulations by international, federal, and state regulatory authorities, such as the FTC.

We may also expend significant resources

on compliance with such regulations.

Our business, financial condition and results of operations could be negatively affected by the impact

of these regulations.

In addition, such paid promotions may alienate segments of our audience, which could cause our traffic and user

engagement to fall and reduce our attractiveness to other advertisers.

Some of our shareholders, including content

While these promotions are not endorsements by Rumble of the underlying products or services and we require content

creators to comply with all applicable laws and regulations, we may be found liable pursuant to existing or newly created rules and regulations

by international, federal, and state regulatory authorities, such as the FTC.

We may also expend significant resources on compliance with

such regulations.

Our business, financial condition, and results of operations could be negatively affected by the impact of these regulations.

In addition, such paid promotions may alienate segments of our audience, which could cause our traffic and user engagement to fall and

reduce our attractiveness to other advertisers.

Some of our stockholders, including content

creators to whom we have issued equity, may face legal scrutiny and reputational harm.

To the extent these shareholders experience

such negative effects and are perceived as being closely associated with Rumble, our business, reputation, financial conditions, results

of operations and stock price could be materially adversely affected.

Our shareholders include prominent

To the extent these stockholders experience such

negative effects and are perceived as being closely associated with Rumble, our business, reputation, financial conditions, results of

operations, and stock price could be materially and adversely affected.

Our stockholders include prominent

voices and businesses in alternative media, politics, banking, capital markets, cryptocurrencies, and digital assets, as well as sports

leagues, online influencers, and other personalities.

Some of these shareholders, including content creators to whom we have issued equity,

Some of these stockholders, including content creators to whom we have issued equity,

may be viewed as controversial by certain media outlets or governments in certain jurisdictions, which may lead to new or enhanced legal

or regulatory scrutiny of such individuals and their businesses by federal, state, or foreign governments.

For example, as we further expand

internationally, it is possible that foreign governments may use investigations or the threat of legal action against certain of our shareholders

in an effort to undermine our business, our ability to secure advertisers and cloud revenue, and the overall attractiveness of our platform

to content creators and audiences.

Some of our shareholders may also face negative publicity, reputational harm, legal or regulatory scrutiny

or other adverse consequences due to alleged improper conduct that is unrelated to the Rumble platform or the content that we host.

the extent prominent Rumble shareholders experience such reputational harm or other negative effects, Rumble could be perceived as closely

associated with such shareholders, and/or such shareholders could seek to divest their equity in Rumble for reasons unrelated to Rumble’s

business, and in turn our business, reputation, financial condition, results of operations and stock price could be materially adversely

For example, as we further

expand internationally, it is possible that foreign governments may use investigations or the threat of legal actions against certain

of our stockholders in an effort to undermine our business, our ability to secure advertisers and cloud revenue, and the overall attractiveness

of our platform to content creators and audiences.

Some of our stockholders may also face negative publicity, reputational harm, legal

or regulatory scrutiny, or other adverse consequences due to alleged improper conduct that is unrelated to the Rumble platform or the

content that we host.

To the extent prominent stockholders of Rumble experience such reputational harm or other negative effects, Rumble

could be perceived as closely associated with such stockholders, and/or such stockholders could seek to divest their equity in Rumble

for reasons unrelated to Rumble’s business, and in turn our business, reputation, financial condition, results of operations, and

stock price could be materially and adversely affected.

Risks Related to Ownership of Our Securities

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that are applicable to other public companies including, but not limited to, not being required to comply with the auditor internal controls

attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

Further, the JOBS

Act exempts emerging growth companies from the requirement to comply with new or revised financial accounting standards until private

companies are required to comply with the same standards.

The JOBS Act provides that a company may elect to opt out of the extended transition

period and comply with the requirements that apply to non-emerging growth companies.

We have elected not to opt out of such extended transition

period, which may make the comparison of our financial statements with those of other public companies difficult or impossible because

of the potential differences in accounting standards.

attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

Further, the JOBS Act exempts emerging growth companies from the

requirement to comply with new or revised financial accounting standards until private companies are required to comply with the same

The JOBS Act provides that a company may elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies.

We have elected not to opt out of such extended transition period, which may make the comparison

of our financial statements with those of other public companies difficult or impossible because of the potential differences in accounting

As a result of our emerging

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to be in their best interest.

Our Charter contains forum limitations for

certain disputes between us and our stockholders that could limit the ability of stockholders to bring claims against us or our directors,

officers and employees.

The provision of our Charter requiring exclusive

forum in certain courts in the State of Delaware or the federal district courts of the United States for certain types of lawsuits may

have the effect of discouraging lawsuits against our directors and officers.

Our Charter provides that

unless we consent in writing to the selection of an alternative forum, the Delaware Court of Chancery (the “Court of Chancery”)

is the sole and exclusive forum for (i) any derivative lawsuit brought on our behalf, (ii) any lawsuit against our current or former directors,

officers, employees or stockholders asserting a breach of a fiduciary duty owed by any such person to us or our stockholders, (iii) any

lawsuit asserting a claim arising under any provision of the Delaware General Corporation Law, our Charter or bylaws (each, as in effect

from time to time), or (iv) any lawsuit governed by the internal affairs doctrine of the State of Delaware.

These provisions do not apply

to claims arising under the Securities Act, the Exchange Act or other federal securities laws for which there is exclusive federal or

concurrent federal and state jurisdiction.

Our Charter also provides that, unless we consent in writing to the selection of an alternative

forum, the federal district courts of the United States are the sole and exclusive forum for the resolution of any complaint asserting

a cause of action arising under the Securities Act.

Although we believe these

exclusive forum provisions benefit our company by providing increased consistency in the application of Delaware law and federal securities

laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a

claim in a judicial forum that the stockholder finds favorable for disputes with us or any of our directors, officers or stockholders,

which may discourage lawsuits with respect to such claims.

Further, in the event a court finds either exclusive forum provision contained

in our Charter to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in

other jurisdictions, which could harm our business, operating results and financial condition.

unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest

extent permitted by law, be the sole and exclusive forum for:

(a) any derivative action or proceeding brought on our behalf, (b) any action

asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee, or stockholder to us

or our stockholders, or any claim for aiding and abetting such alleged breach, (c) any action asserting a claim arising under any provision

of the Delaware General Corporation Law, as amended (the “DGCL”), the Charter (as it may be amended or restated), or our bylaws,

or any other action as to which the DGCL confers jurisdiction on the Delaware Court of Chancery, or (d) any action asserting a claim governed

by the internal affairs doctrine of the law of the State of Delaware.

In the event that the Delaware Court of Chancery lacks subject matter

jurisdiction, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State

of Delaware, subject to certain exceptions and conditions set forth in the Charter.

Any person or entity that

owns or acquires shares of our common stock shall be deemed to have notice of and to have consented to the forum provisions in our Charter.

Although we believe these exclusive forum provisions benefit our company by providing increased consistency in the application of Delaware

law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s

ability to bring a claim in a judicial forum that the stockholder finds favorable for disputes with us or any of our directors, officers,

other employees, or stockholders, which may discourage lawsuits with respect to such claims.

Further, in the event a court finds either

exclusive forum provision contained in our Charter to be unenforceable or inapplicable in an action, we may incur additional costs associated

with resolving such action in other jurisdictions, which could harm our business, financial condition, and results of operations.

Our CEO has control over key decision-making

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the short-term share price as a result of his interest in shares placed in escrow and subject to forfeiture pursuant to the terms of the

Business Combination Agreement.

CF Business Combination Agreement.

Pavlovski, the CEO and

controlling shareholder of Rumble, holds shares placed in escrow and subject to forfeiture pursuant to the terms of the Business Combination

controlling stockholder of Rumble, holds shares placed in escrow and subject to forfeiture pursuant to the terms of the CF Business Combination

Such shares will vest in the event certain share price thresholds are satisfied, but if such price thresholds are not satisfied

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Substantially all of our issued

and outstanding shares are freely transferable and/or registered for resale on registration statements filed with the SEC.

Recently, our

registration rights agreement with Tether required us to register all shares held by Tether under the Securities Act.

The registration

rights for Tether and our other significant shareholders allow such shareholders to sell their shares without compliance with the volume

and manner of sale limitations under Rule 144 promulgated under the Securities Act and will facilitate the resale of such securities into

the public market.

The market value of our common stock could decline as a result of sales by Tether or our other significant stockholders

having registration rights from time to time.

In particular, sales of a substantial number of our shares of Class A Common Stock in the

public market or the perception that such sales will occur could adversely affect the market price for our Class A Common Stock and make

it more difficult for our public stockholders to sell their shares of Class A Common Stock at such times and at such prices that they

deem desirable.

and outstanding shares of Class A Common Stock are freely transferable and/or registered for resale on registration statements filed with

Recently, our registration rights agreement with Tether required us to register all shares of Class A Common Stock held by Tether

under the Securities Act.

The registration rights for Tether and our other significant stockholders allow such stockholders to sell their

shares of Class A Common Stock without compliance with the volume and manner of sale limitations under Rule 144 promulgated under the

Securities Act and will facilitate the resale of such securities into the public market.

The market value of our common stock could decline

as a result of sales by Tether or our other significant stockholders having registration rights from time to time.

In particular, sales

of a substantial number of our shares of Class A Common Stock in the public market or the perception that such sales will occur could

adversely affect the market price for our Class A Common Stock and make it more difficult for our public stockholders to sell their shares

of Class A Common Stock at such times and at such prices that they deem desirable.

Our stock price may be volatile, and purchasers

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condition, results of operations, and growth prospects.

We have and will continue to incur significant

expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results

of operations.

We face significant increases

in insurance, legal, compliance, accounting, administrative and other costs and expenses as a public company that we did not incur as

a private company.

The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented

by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be

promulgated thereunder, the Public Company Accounting Oversight Board, the SEC and the securities exchanges, impose additional reporting

and other obligations on public companies.

Compliance with public company

requirements has increased, and is expected to continue to increase, our costs and has made, and is expected to continue to make, certain

activities more time-consuming.

Several of those requirements require us to carry out activities that we have not done previously.

addition, we incurred and will continue to incur additional expenses associated with SEC reporting requirements.

Furthermore, if any issues

in complying with those requirements are identified, we could incur additional costs to rectify those issues, and the existence of those

issues could adversely affect our reputation or investor perceptions of us.

Furthermore, if we are unable to satisfy our obligations as

a public company, our securities could be subject to delisting, and we could face fines, sanctions and other regulatory actions and potentially

civil litigation.

The additional reporting and

other obligations imposed by various rules and regulations applicable to public companies will increase legal and financial compliance

costs and the costs of related legal, accounting and administrative activities.

These increased costs require us to divert a significant

amount of money that could otherwise be used to expand the business and achieve strategic objectives.

Advocacy efforts by stockholders

and third-parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

There can be no assurance that we will be

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If securities or industry analysts cease

publishing research or reports about Rumble, our business, or our market, or if they change their recommendations regarding our securities

publishing research or reports about Rumble or our business or market, or if they change their recommendations regarding our securities

adversely, the price and trading volume of our securities could decline.

The trading market for our

securities will be influenced by the research and reports that industry or securities analysts may publish about Rumble, our business,

securities will be influenced by the research and reports that industry or securities analysts may publish about Rumble or our business,

market, or competitors.

If any of the analysts who may cover Rumble change their recommendation regarding our shares of common stock adversely,

or provide more favorable relative recommendations about our competitors, the price of our shares of common stock would likely decline.

Some analysts who covered Rumble have ceased coverage of our securities in the past, and if additional analysts were to cease such coverage

or fail to regularly publish reports on us, we could lose additional visibility in the financial markets, which in turn could cause our

share price or the trading volume of our securities to decline.

If any of the analysts who may cover Rumble change their recommendations regarding our shares of common stock

adversely, or provide more favorable relative recommendations about our competitors, the price of our shares of common stock would likely

Some analysts who covered Rumble have ceased coverage of our securities in the past, and if additional analysts were to cease

such coverage or fail to regularly publish reports on us, we could lose additional visibility in the financial markets, which in turn

could cause our share price or the trading volume of our securities to decline.

Pursuant to the JOBS Act, our independent

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shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Risks Related to the ND Business Combination

On November 10, 2025, we entered

into the ND Business Combination Agreement.

Please refer to “Significant Events and Transactions” under “Item 7.

Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report for more information.

The following

are several risks we face in connection with the ND Business Combination.

The consummation of the ND Business Combination

is subject to certain conditions, which could delay, extend or prevent the Exchange Offer and the ND Business Combination.

Rumble’s public exchange

offer to Northern Data Shareholders (“Northern Data Shareholders”) for acquiring all outstanding no-par value bearer shares

of Northern Data by exchanging one share of Northern Data for 2.0281 shares of newly issued Class A Common Stock of Rumble (the “Exchange

Offer”) will be subject to several conditions, including the conditions relating to the relevant registration statement, the conditions

relating to merger control approvals and investment control clearances (collectively, the “Regulatory Conditions”), and certain

other conditions.

The timing for settlement of the Exchange Offer and completion of the ND Business Combination will depend on the satisfaction

of such conditions.

As a result, the Exchange Offer and the ND Business Combination could be delayed, extended, amended or terminated,

which could result in the Northern Data Shareholders not receiving our Class A Common Shares.

Under the terms of the ND Business Combination

Agreement, if the Exchange Offer is not settled by the End Date (as defined below), the ND Business Combination Agreement may be terminated

by either party.

If the ND Business Combination Agreement is terminated, the ND Business Combination will not be consummated.

Under the terms of the Exchange

Offer, all conditions to the Exchange Offer must be satisfied by the end of the acceptance period, except for the Regulatory Conditions.

The Regulatory Conditions must be satisfied by December 31, 2026 (the “End Date”).

If the Regulatory Conditions are not satisfied

by the End Date, or if any other condition is not satisfied at the end of the acceptance period (unless any such non-satisfied condition

has been waived, if permissible), the Exchange Offer will terminate and settlement will not occur.

The parties currently expect the Regulatory

Conditions to be satisfied and the ND Business Combination to be completed in the first half of 2026 but in no event later than the End

As a result, the exchange of shares of the issued and outstanding no-par

value bearer share of Northern Data (the “Northern Data Shares”) pursuant to the Exchange Offer may be made on a date

that is significantly later than the end of the acceptance period, or may not occur.

Furthermore, pursuant to the

ND Business Combination Agreement, Rumble or Northern Data may terminate the ND Business Combination Agreement under certain circumstances,

including, among others, if:

(i) the Exchange Offer lapses due to non-satisfaction of conditions before the End Date;

(ii) the Exchange

Offer has not settled by the End Date;

(iii) a closing condition cannot ultimately be fulfilled;

or (iv) a competent governmental authority

or court permanently enjoins the closing of the Exchange Offer.

No assurance can be given that all of the conditions to the Exchange Offer

will be satisfied or, if they are, as to the timing of the settlement of the Exchange Offer.

If the conditions to the Exchange Offer are

not satisfied or validly waived in advance, or if termination rights are exercised, the Exchange Offer will terminate, settlement of the

Exchange Offer will not occur, and the ND Business Combination will not be completed.

Rumble and Northern Data must obtain governmental

and regulatory approvals or clearances to consummate the ND Business Combination, which, if delayed or not granted, may delay or jeopardize

the Exchange Offer and the ND Business Combination.

In addition, conditions imposed by such agencies in connection with their approvals

may adversely impact the business, financial condition, or results of operations of Rumble and Northern Data, including the loss of value

of assets or businesses that may be required to be divested in connection with obtaining approvals under merger control or competition

laws or foreign direct investment laws.

Completion of the ND Business

Combination is conditioned upon, among other things, either receipt of approvals or clearances from the relevant antitrust authority or

expiration or termination of any statutory waiting period (including any extension thereof) under merger control or competition law regimes

in any jurisdictions where the parties to the ND Business Combination Agreement have mutually determined merger control or competition

law filings and/or notices to be necessary, as well as clearances from relevant authorities under foreign direct investment regimes in

any jurisdictions where the parties to the ND Business Combination Agreement have mutually determined foreign direct investment filings

and/or notices to be necessary.

The governmental and regulatory agencies from which Rumble and Northern Data will seek these approvals

and clearances have broad discretion in administering the applicable governing regulations.

As a condition to their approval of the transactions

contemplated by the ND Business Combination Agreement, those agencies may impose requirements, limitations, or costs, or require divestitures

or place restrictions on the conduct of Rumble’s and Northern Data’s respective businesses.

Pursuant to the ND Business Combination

Agreement, Rumble and Northern Data will cooperate with each other, to the extent legally permissible, in all respects in connection with

any additional submission, investigation, or inquiry, and supply to any competent authority as promptly as reasonably practicable any

additional information requested pursuant to any applicable law and take all other procedural actions (other than offering remedies to

mitigate competition concerns by a competent authority) required in order to obtain any necessary clearance or to cause any applicable

waiting periods to commence and expire.

No assurance can be given that the required approvals and clearances will be obtained or that

the required conditions to the Exchange Offer will be satisfied, and, even if all required approvals and clearances are obtained and the

conditions to the Exchange Offer are satisfied, no assurance can be given as to the terms, conditions, and timing of the approvals.

the Regulatory Conditions are not satisfied by the End Date (or, if permissible, waived), the Exchange Offer will terminate, settlement

of the offer will not occur, and the ND Business Combination will not be completed.

Any delay in the completion of the ND Business Combination

for regulatory reasons could diminish the anticipated benefits of the ND Business Combination or result in additional transaction costs.

Conditions imposed by regulatory

agencies in connection with their approval or clearance of the ND Business Combination may require changes to the operations of Rumble

or Northern Data, restrict their ability to operate in certain jurisdictions following the ND Business Combination, restrict the combination

of Rumble’s and Northern Data’s operations in certain jurisdictions, or require other commitments regarding ongoing operations.

Such conditions may also restrict Rumble’s or Northern Data’s ability to modify the operations of their businesses in response

to changing circumstances for a period of time after completion of the ND Business Combination and the Exchange Offer or their ability

to expend cash for other uses or otherwise have an adverse effect on the anticipated benefits of the ND Business Combination, thereby

adversely impacting the business, financial condition, or results of operations of Rumble and Northern Data.

Such conditions may also

impose requirements that Rumble or Northern Data divest certain assets in order to obtain certain regulatory approvals, which may result

in loss of value due to the loss of those assets or businesses or a sale of those assets or businesses at less than the desired price

or under otherwise unfavorable conditions, in particular as a result of timing constraints and the limited universe of buyers acceptable

to the regulatory authorities, especially in challenging market conditions.

Any such actions could have a material adverse effect on the

business, results of operations, financial condition, and prospects of Rumble and substantially reduce or eliminate the advantages which

Rumble and Northern Data expect to achieve from the ND Business Combination.

The prices of our Class A Common Shares

may be adversely affected if the ND Business Combination is not completed.

If the ND Business Combination

is not completed, the market price of our Class A Common Shares may decline for various reasons, including to the extent that the current

market prices of our Class A Common Shares reflect a market premium based on the assumption that the ND Business Combination will be completed.

If the number of Northern Data Shares held

directly by Rumble reaches or exceeds 90% or 95% of Northern Data’s share capital, Rumble may, in its sole discretion, elect to

carry out a squeeze-out of minority holders of Northern Data Shares.

After the settlement of the

Exchange Offer, Rumble will consider, if it has reached the necessary thresholds, carrying out a squeeze-out of the remaining Northern

Data Shareholders.

A squeeze-out transaction may be effected in two ways:

(i) a cash merger squeeze-out pursuant to Sections 62(1) and

62(5) of the German Transformation Act ( Umwandlungsgesetz ), if Rumble holds at least 90% of Northern Data’s share capital,

excluding treasury shares and shares held for the account of Rumble;

or (ii) a corporate squeeze-out pursuant to Sections 327a et seq.

of the German Stock Corporation Act ( Aktiengesetz ), if Rumble holds at least 95% of Northern Data’s share capital, excluding

treasury shares and shares held for the account of Rumble.

In the event of a cash merger squeeze-out or a corporate squeeze-out, shares

of Northern Data Shareholders who did not tender their shares in the Exchange Offer will automatically be converted into the right to

receive adequate cash compensation.

In a squeeze-out transaction, Rumble will determine the adequate compensation.

In general, the compensation

must not be less than the volume-weighted average share price of Northern Data Shares for the three-month period prior to the announcement

of Rumble’s intention to effect such squeeze-out transaction.

Following the approval of a cash merger squeeze-out or a corporate

squeeze-out by a shareholder meeting of Northern Data and its registration with the competent commercial register, each remaining minority

shareholder of Northern Data may review such determination in court pursuant to the German Appraisal Proceedings Act ( Spruchverfahrensgesetz ).

The amount of compensation paid for Northern Data Shares in an appraisal proceeding, if any, may be higher or lower than, or equal to,

our Class A Common Shares and the cash consideration amount (if any) offered in the Exchange Offer.

If Rumble is unable to complete a

squeeze-out, the remaining Northern Data Shareholders will continue to be entitled to all ordinary shareholder rights (except for annual

dividends in the case of a domination and profit and loss transfer agreement, which, however, will not be implemented for a period of

three years after the closing of the Exchange Offer).

Following the completion of the ND Business

Combination, Northern Data will be indirectly majority owned by Rumble and the management board of Northern Data will continue to manage

Northern Data independently in accordance with and within the framework of German law.

Following the completion of

the ND Business Combination, Northern Data will be indirectly majority-owned by Rumble and, thus, become a dependent company of Rumble

within the meaning of Section 17 of the German Stock Corporation Act (Aktiengesetz).

The legal framework for this dependency between Rumble

and Northern Data is, subject to other applicable law, set forth in Sections 311 et seq.

of the German Stock Corporation Act (Aktiengesetz).

Under this framework, until such time as BidCo is able to complete a squeeze out, Rumble, through its wholly-owned indirect subsidiary,

Bidco, may be unable to initiate certain transactions or measures that are disadvantageous to Northern Data, unless Rumble provides adequate

compensation to Northern Data.

If the disadvantage caused by any such transaction or other measure cannot be assessed or compensated,

Rumble will be unable to initiate such transaction or measure, which may preclude Rumble from implementing certain transactions related

to the integration of Northern Data into the combined group, which could adversely affect the business of, or harm the results of operations,

financial condition or cash flows of Rumble and the combined company.

The announcement and pendency of the ND

Business Combination, during which Northern Data is subject to certain operating restrictions, could have an adverse effect on Rumble

and Northern Data’s businesses, cash flows, financial condition, and results of operations.

The announcement and pendency

of the ND Business Combination could disrupt Rumble’s and Northern Data’s businesses, and uncertainty about the effect of

the ND Business Combination may have an adverse effect on Rumble and Northern Data.

These uncertainties could cause suppliers, vendors,

partners, customers, and others that deal with Rumble and Northern Data to defer entering into contracts with, or making other decisions

concerning Rumble and Northern Data or to seek to change or cancel existing business relationships with the companies.

In addition, Rumble’s

and Northern Data’s employees may experience uncertainty regarding their roles after the ND Business Combination.

Employees may

depart either before or after the completion of the ND Business Combination because of uncertainty and issues relating to the difficulty

of coordination or because of a desire not to remain following the ND Business Combination.

Therefore, the pendency of the ND Business

Combination may adversely affect Rumble’s and Northern Data’s ability to retain, recruit, and motivate key personnel.

Additionally,

the attention of Rumble’s and Northern Data’s management may be directed towards the completion of the ND Business Combination,

including obtaining regulatory approvals, and may be diverted from the day-to-day business operations of Rumble and Northern Data.

related to the ND Business Combination may require commitments of time and resources that could otherwise have been devoted to other opportunities

that might have been beneficial to Rumble and Northern Data.

Additionally, the ND Business Combination Agreement contains interim operating

covenants requiring Northern Data to refrain from taking certain specified actions while the ND Business Combination is pending, such

as significant investments or disposals.

These restrictions may prevent Northern Data from pursuing otherwise attractive business opportunities

or capital structure alternatives and from executing certain business strategies prior to the completion of the ND Business Combination.

Further, the ND Business Combination may give rise to potential liabilities, including those that may result from pending and future stockholder

lawsuits relating to the ND Business Combination.

Any of these matters could adversely affect the businesses of, or harm the results of

operations, financial condition, or cash flows of Rumble and Northern Data.

Further, certain adverse changes

in the business of Northern Data or Rumble in the period prior to the closing of the ND Business Combination may occur that would not

result in Rumble or Northern Data having the right to terminate the ND Business Combination Agreement or the Exchange Offer.

changes occur but Rumble and Northern Data are still required to complete the ND Business Combination, the market value of our Class A

Common Shares or Northern Data Shares may decrease.

If the ND Business Combination is not completed, these risks may still materialize

and adversely affect the business and financial results of Rumble and/or Northern Data or the market prices of our Class A Common Shares

or the Northern Data Shares.

Negative publicity related to the ND Business

Combination may adversely affect Rumble and Northern Data.

From time to time, political

and public sentiment in connection with the ND Business Combination may result in significant adverse press coverage and other adverse

public statements affecting the parties to the ND Business Combination.

Adverse press coverage and public statements, whether or not driven

by political or popular sentiment, may also result in legal claims or in investigations by regulators, legislators and law enforcement

Responding to these investigations and lawsuits, regardless of the ultimate outcome of the proceedings, could divert the time

and effort of senior management from operating their businesses.

Addressing any adverse publicity, governmental scrutiny or enforcement,

or other legal proceedings could be time-consuming and expensive and, regardless of the factual basis for the assertions being made, could

have a negative impact on the reputation of Rumble and Northern Data, on the morale and performance of their employees and on their relationships

with regulators, suppliers, and customers.

It may also have a negative impact on their ability to take timely advantage of various business

and market opportunities.

The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may

have a material adverse effect on Rumble’s and Northern Data’s respective business and cash flows, financial condition, and

results of operations.

Certain of the directors, board members,

and executive officers of Rumble and Northern Data may have interests in the ND Business Combination that may be different from, or in

addition to, those of Rumble Stockholders and Northern Data Shareholders, respectively.

Certain of the directors and

executive officers of Rumble and certain members of Northern Data’s management board and supervisory board may have interests in

the ND Business Combination that may be different from, or in addition to, the interests of the stockholders of Rumble (“Rumble

Stockholders”) and Northern Data Shareholders, respectively.

In the case of Rumble’s directors and executive officers, these

interests include the continued service of such directors and executive officers following the closing of the ND Business Combination

and the indemnification of such directors and executive officers.

Rumble’s directors and executive officers also own Rumble voting

In the case of the Northern Data’s management board members and supervisory board members, these interests may include

the continued service of such management board members following the closing of the ND Business Combination as well as the sale of Northern

Data Shares in exchange for our Class A Common Shares at the Exchange Ratio or the opportunity to tender their Northern Data Shares into

the Exchange Offer by the Northern Data’s management board members and certain supervisory board members.

The Board of Rumble and the

management board and supervisory boards of Northern Data were aware of and have considered these interests (to the extent that they existed

at the time), among other matters, in evaluating and negotiating the ND Business Combination.

We expect Northern Data’s management

board and supervisory board will further consider these interests in connection with issuing their reasoned opinion that contains their

recommendation to Northern Data Shareholders regarding acceptance of the Exchange Offer.

These differing interests could result in terms

that are less favorable to Rumble Stockholders and Northern Data Shareholders, including leading to increased costs and potential dilution.

Rumble and Northern Data will incur significant

transaction fees and costs in connection with the ND Business Combination which costs could reduce profitability, increase net losses,

and constrain liquidity.

Rumble and Northern Data expect

to incur significant non-recurring implementation and restructuring costs associated with combining the operations of these two companies.

In addition, Rumble and Northern Data will incur significant banking, legal, accounting, and other transaction fees and costs related

to the ND Business Combination.

Additional costs substantially in excess of currently anticipated costs may also be incurred in connection

with the integration of the businesses of Rumble and Northern Data.

These costs could reduce profitability, increase net losses, and constrain

liquidity of the combined business.

Risks Relating to the Business of Rumble After

Completion of the ND Business Combination

We may fail to realize the anticipated strategic

and financial benefits sought from the ND Business Combination.

We may not realize all of

the anticipated benefits of the ND Business Combination.

The success of the ND Business Combination will depend on, among other things,

our ability to combine our business with Northern Data’s business in a manner that facilitates growth.

We are seeking to successfully

combine our business with Northern Data’s in a manner that permits the anticipated benefits to be realized and to achieve the anticipated

growth without adversely affecting current revenues.

These risks may be magnified because certain of the businesses of Northern Data represent

new business lines for us in which we have little prior experience operating, and we may also fail to have access to sufficient capital

to maintain and grow the acquired business as planned.

In addition, the actual integration

of Rumble and Northern Data will involve complex operational, technological, and personnel-related challenges.

This process will be time-consuming

and expensive, and it may be disruptive to the combined businesses.

We may not realize all of the anticipated benefits of the ND Business

Difficulties in the integration of the businesses, which may result in significant costs and delays, include:

● managing a significantly larger company;

● aligning and executing the strategy of the combined company;

● coordinating corporate and administrative infrastructures and aligning insurance coverage;

● coordinating accounting, information technology, communications, administration, and other systems;

● addressing possible differences in corporate cultures and management philosophies;

● coordinating the compliance program and creating uniform standards, controls, procedures, and policies;

● difficulties in integrating employees and teams of the respective businesses, and attracting and retaining

key personnel;

● unforeseen and unexpected liabilities related to the ND Business Combination or our business;

● managing tax costs or inefficiencies associated with integrating the operations of the combined company;

● identifying and eliminating redundant and underperforming functions and assets;

● effecting actions that may be required in connection with obtaining regulatory approvals;

● a deterioration of credit ratings.

In addition, the growth strategy

of the combined business may require a significant amount of debt financing, which may be available on unfavorable terms, if at all, and

there could be risks relating to the ability of the combined business to service any such debt obligations.

These and other factors could

result in increased costs and diversion of management’s time and energy, as well as decreases in the amount of expected revenue

and earnings, which could materially impact our business, financial condition, and results of operations.

The integration process and

other disruptions resulting from the ND Business Combination may also adversely affect our relationships with employees, suppliers, customers,

distributors, licensors, and others with whom Rumble and Northern Data have business or other dealings, and the difficulties in integrating

the businesses of Rumble and Northern Data could harm the reputation of the combined company.

If the combined company is

not able to successfully combine the businesses of Rumble and Northern Data in an efficient, cost-effective, and timely manner, the anticipated

benefits and cost savings of the ND Business Combination may not be realized fully, or at all, or may take longer to realize than expected.

A combined Rumble and Northern Data may

experience a loss of customers or may fail to win new customers in certain countries.

Following the ND Business

Combination, third parties with whom Rumble or Northern Data had relationships prior to the announcement of the ND Business Combination

may terminate or otherwise reduce the scope of their relationship with either party in anticipation or after the completion of the ND

Business Combination.

In addition, the combined company may face difficulties in acquiring new customers in certain countries.

loss of business or the inability to win new customers could limit the combined company’s ability to achieve the anticipated benefits

of the ND Business Combination.

Such risks could also be exacerbated by a delay in the settlement of the Exchange Offer and the ND Business

The combined company may be unable to retain

and motivate Rumble and/or Northern Data personnel successfully.

The success of the ND Business

Combination will depend, in part, on the combined company’s ability to retain the talents and dedication of key employees, including

key decision-makers, currently employed by Rumble and Northern Data.

Such employees may decide not to remain with Rumble and Northern

Data, as applicable, while the ND Business Combination is pending or with the combined company after the ND Business Combination is completed.

If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations,

the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully

integrating Rumble and Northern Data to hiring suitable replacements, all of which may cause Rumble’s business to deteriorate.

and Northern Data may not be able to locate suitable replacements for any key employees who leave either company, or offer employment

to potential replacements on reasonable terms.

In addition, Rumble and Northern Data may not be able to motivate certain key employees

following the completion of the ND Business Combination due to organizational changes, reassignments of responsibilities, the perceived

lack of appropriate opportunities for advancement or other reasons.

If the combined company fails to successfully retain and motivate

the employees of Rumble and/or Northern Data, relevant capabilities and expertise may be lost, which may have an adverse effect on the

cash flows, financial condition and results of operations of Rumble and Northern Data.

Our stockholders will experience immediate

dilution as a consequence of the issuance of our Class A Common Shares pursuant to the Exchange Offer and the other transactions contemplated

by the ND Business Combination Agreement, which could reduce the market price of our Class A Common Shares.

Pursuant to the Exchange Offer

and the related purchases pursuant to the Transaction Support Agreements, a significant number of our Class A Common Shares will be issued

to Northern Data Shareholders in connection with the ND Business Combination.

Therefore, Rumble Stockholders will experience immediate

dilution upon consummation of the ND Business Combination.

This dilution could reduce the market price of our Class A Common Shares.

We may require additional capital to support

our growth strategy or operations, and such financing may not be available on acceptable terms or at all.

To execute our growth strategy,

we may need to raise additional capital in the future.

Our ability to secure financing will depend on various factors, including market

conditions, interest rates, investor sentiment toward Rumble’s industry, and Rumble’s operating performance and financial

condition at the time of the financing.

We may seek additional funds

through public or private equity offerings, debt financings, asset-backed lending, or strategic partnerships.

However, such financing

may not be available to Rumble on commercially reasonable terms, or at all.

If Rumble raises funds through the issuance of equity or convertible

securities, our existing stockholders could experience dilution, and any new securities may have rights, preferences, or privileges senior

to those of our Class A Common Shares.

If we raise funds through debt financing, we may incur significant interest obligations and be

subject to restrictive covenants that could limit our operational flexibility.

Moreover, reliance on outside capital increases our exposure

to macroeconomic volatility, including tightening credit conditions, higher interest rates, or disruptions in financial markets.

are unable to obtain adequate financing when needed, or if we are forced to do so under unfavorable terms, we may be unable to invest

in critical initiatives, respond to competitive pressures, or scale our operations in line with demand.

Any failure to secure sufficient

capital to support our growth could delay or prevent the execution of our strategic objectives and materially and adversely affect our

business, financial condition, and prospects.

We have no history of, and limited experience

in, operating a cloud computing and data center business.

We have no history of, and

limited experience in, providing GPUs-as-a-service and operating data center infrastructure of the type operated by Northern Data.

operations, earnings, and ultimate financial success could suffer due to our management’s limited experience in this industry.

management’s decisions and choices may not take into account standard industry best practices.

Following the ND Business Combination,

we may face the risks inherent in establishing and scaling an AI infrastructure and cloud services platform, including site development,

power availability, and supply chain constraints, and we may not successfully integrate or profitably commercialize these services.

Tether holds, and will hold following the

ND Business Combination, significant voting power in Rumble and will also be a lender to Northern Data.

Accordingly, Tether may have interests

in addition to or different from the interests of other Rumble Stockholders and may use its voting power, or its rights as a lender to

Northern Data, to advance such interests .

As of the close of business

on December 31, 2025, Tether owned approximately 7.4% of the voting power of Rumble’s outstanding capital stock and, if the ND Business

Combination closed on December 31, 2025, Tether would own approximately 9.9% of the voting power of Rumble (after giving effect to certain

voting limitation).

Additionally, Tether will, upon the closing of the ND Business Combination, be a lender to Rumble NODE Holdco, a wholly

owned subsidiary of Rumble, and Rumble NODE Holdco’s subsidiaries, including Northern Data.

Tether may have interests that may be

different from, or in addition to, the interests of Rumble Stockholders and Northern Data Shareholders, respectively.

We cannot provide

any assurances as to how Tether will vote its Rumble Class A Common Shares in future votes of Rumble Stockholders or whether Tether will

vote its Rumble Class A Common Shares in pursuit of interests that align with the interests of other Rumble Stockholders.

Following the ND Business Combination, Rumble

will continue to be controlled by one principal stockholder.

Rumble is controlled by Mr.

Pavlovski, who is the CEO and Chairman of Rumble.

He will continue to serve as CEO and Chairman of Rumble following the consummation of

the ND Business Combination.

Pavlovski was able to exercise approximately 83% of the voting power of Rumble’s outstanding capital

stock as of December 1, 2025.

Following the ND Business Combination, it is anticipated that Mr.

Pavlovski will continue to exercise a

substantial majority of the voting power of Rumble’s outstanding capital stock and that it will be difficult for a third party to

acquire Rumble without Mr.

Pavlovski’s approval, even if doing so may be in the best interest of Rumble Stockholders.

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 1A. Risk Factors