What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-05 compared with 2025-03-25 · 865 added, 1005 removed, 650 unchanged (74% of the section changed)

Financial Statements and Supplementary Data

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

Reports of Independent Registered Public Accounting Firm (Baker Tilly US, LLP, Seattle, Washington, PCAOB ID:

Consolidated Statements of Operations

6 unchanged sentences

Revenue from Contracts with Customers

Cash, Cash Equivalents, and Marketable Securities

Cash and Cash Equivalents

Digital Assets

Property and Equipment

1 unchanged sentence

Intangible Assets

Accounts Payable and Accrued Liabilities

Derivative Liability

Other Liability

Shareholders’ (Deficit) Equity

Shareholders’ Equity (Deficit)

Share-Based Compensation Expense

8 unchanged sentences

the years ended December 31, 2025 and 2024

Financial Statements

the years ended December 31, 2024 and 2023

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

Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP, PCAOB ID:

Consolidated Statements of Operations F-3

Consolidated Balance Sheets F-4

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

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

Consolidated Statements of Cash Flows F-6

Notes to the Consolidated Financial Statements F-7 - F-40

of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Rumble

Opinion on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Rumble Inc.

(the “Company”) as of December 31, 2024 and

2023, the related consolidated statements of operations, shareholders’ (deficit) equity, and cash flows for the years then ended,

and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31,

2024 and 2023, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Rumble

(the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, shareholders’

equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated

financial statements”).

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

financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows

for the years then ended, in conformity with accounting principles generally accepted in the United States of America .

Basis for Opinion

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

These consolidated financial statements are the responsibility of the

Company’s management.

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

on our audits.

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

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

federal securities laws and the applicable

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

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

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

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

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

an audit of its internal control over financial reporting.

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

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

control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audits included performing procedures to assess the risks of material

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

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

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

the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Moss Adams LLP

/s/ Baker Tilly US, LLP

Seattle, Washington

2 unchanged sentences

Statements of Operations

For the year ended December 31,

Cost of services (content, hosting and other)

the year ended December 31,

$ 100,622,320

of services (content, hosting and other)

$ 107,383,833

General and administrative

Research and development

Sales and marketing

Acquisition-related transaction costs

Amortization and depreciation

Changes in fair value of contingent consideration

$ 138,472,266

Total expenses

Loss from operations

and administrative

and development

and marketing

Acquisition-related

transaction costs

and depreciation

in fair value of digital assets

in fair value of contingent consideration

from operations

( 126,653,605 )

( 130,853,571 )

Interest income

Other expense

Changes in fair value of warrant liability

in fair value of warrant liability

( 32,694,697 )

Changes in fair value of derivative

in fair value of derivative

( 184,699,998 )

Loss before income taxes

before income taxes

( 81,763,134 )

( 340,371,794 )

Income tax benefit

tax (expense) benefit

$ ( 81,830,362 )

$ ( 338,362,779 )

Loss per share – basic and diluted

Weighted-average number of common shares used in computing net loss per

share - basic and diluted

Share-based compensation expense included in expenses:

Cost of services (content, hosting, and other)

General and administrative

Research and development

Sales and marketing

Total share-based compensation expense

The accompanying notes are an integral part of

these consolidated financial statements.

per share – basic and diluted

Weighted-average

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

compensation expense included in expenses:

of services (content, hosting and other)

and administrative

and development

and marketing

share-based compensation expense

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

Balance Sheets

Current assets

Cash and cash equivalents

and cash equivalents

$ 237,919,453

$ 114,018,900

Marketable securities

Accounts receivable, net

Prepaid expenses and other

Other non-current assets

Property and equipment, net

Right-of-use assets, net

Intangible assets, net

receivable, net

expenses and other

non-current assets

and equipment, net

$ 336,846,798

$ 195,312,807

Liabilities and Shareholders' (Deficit) Equity

Current liabilities

Accounts payable and accrued liabilities

Deferred revenue

Lease liabilities

Contingent consideration

Derivative liability

Lease liabilities, net of current portion

Contingent consideration, net of current portion

Warrant liability

Other liability

Commitments and contingencies (Note 16)

Shareholders' (deficit) equity

and Shareholders’ Equity (Deficit)

payable and accrued liabilities

liabilities, net of current portion

and contingencies (Note 16)

Shareholders’

equity (deficit)

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

2 unchanged sentences

110,000,000 Class D authorized, 95,791,120 and 105,782,403 shares issued and outstanding, as of December 31, 2025 and 2024, respectively)

Accumulated deficit

( 565,396,304 )

( 483,565,942 )

Additional paid-in capital

paid-in capital

( 63,115,402 )

1 unchanged sentence

$ 195,312,807

The accompanying notes are an integral part of

these consolidated financial statements.

Statements of Shareholders' (Deficit) Equity

For the year ended December 31, 2024

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

Statements of Shareholders’ Equity (Deficit)

the year ended December 31, 2025

of Common Stock

corresponding

Paid-in Capital

Balance December 31, 2023

December 31, 2024

$ 419,681,648

2 unchanged sentences

of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share)

Issuance of Class A Common

Stock in connection with Callin acquisition

Issuance of Class A Common

Stock upon exercise of stock options and warrants as well as vesting of restricted stock units

Net share settlement on restricted

( 41,463,151 )

of Class D Common Stock

( 9,991,283 )

Share-based compensation

of Class A Common Stock

of Class A Common Stock upon exercise of stock options and warrants as well as vesting of restricted stock units

share settlement on restricted stock units

( 3,349,241 )

of Class A Common Stock under ESPP

Share issuance

( 29,429,791 )

for the period

( 81,830,362 )

December 31, 2025

5 unchanged sentences

corresponding

Paid-in Capital

Balance December 31, 2022

$ 367,649,123

December 31, 2023

$ 396,057,788

$ ( 145,203,163 )

Issuance of Class A Common Stock in

connection with Callin acquisition

Issuance costs in connection with

Callin acquisition

Holdback of Class A Common Stock for

the repayment of domain name loan in connection with the acquisition of Locals Technology Inc.

Issuance of Class A Common Stock upon

vesting of restricted stock units

Issuance of Class A Common Stock in

exchange for Class C Common Stock (and corresponding ExchangeCo Share)

$ 251,623,148

Net share settlement on restricted

of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share)

of Class A Common Stock in connection with Callin acquisition

of Class A Common Stock upon exercise of stock options and warrants as well as vesting of restricted stock units

share settlement on restricted stock units

( 1,963,132 )

Share-based compensation

( 338,362,779 )

Balance December

December 31, 2024

$ 419,681,648

1 unchanged sentence

$ ( 63,115,402 )

The accompanying notes are an integral part of

these consolidated financial statements.

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

Statements of Cash Flows

For the year ended December 31,

Cash flows provided by (used in)

Operating activities

Net loss for the year

the year ended December 31,

flows provided by (used in)

loss for the year

$ ( 81,830,362 )

$ ( 338,362,779 )

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

Amortization and depreciation

Share-based compensation

Non-cash interest expense

Net trade and barter revenue and expense

Non-cash lease expense

Change in fair value of warrants

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

and depreciation

for credit losses

trade and barter revenue and expense

lease expense

in fair value of warrants

( 24,781,975 )

Change in fair value of contingent consideration

in fair value of contingent consideration

in fair value of digital assets

in fair value of derivative

( 9,700,000 )

Change in fair value of derivative

Changes in operating assets and liabilities:

Accounts receivable

on disposal of property and equipment

on lease termination

in operating assets and liabilities:

( 3,034,611 )

Prepaid expenses and other

( 4,338,494 )

Accounts payable and accrued liabilities

expenses and other

( 3,210,027 )

Deferred revenue

Deferred tax liability

payable and accrued liabilities

( 4,268,101 )

tax liability

( 2,009,015 )

Operating lease liabilities

lease liabilities

( 1,146,548 )

Net cash used in operating activities

( 1,054,589 )

cash used in operating activities

( 70,430,149 )

Purchase of property and equipment

( 87,010,475 )

of property and equipment

( 4,066,907 )

Purchase of intangible assets

( 2,674,114 )

of intangible assets

( 2,887,859 )

Purchase of marketable securities

( 4,493,422 )

Sale and maturities of marketable securities

Cash acquired in connection with Callin acquisition

Cash paid to non-accredited investors in connection with Callin acquisition

and maturities of marketable securities

of digital assets

( 19,100,000 )

Cash paid in connection with North River acquisition

paid to non-accredited investors in connection with Callin acquisition

( 2,488,931 )

paid in connection with North River acquisition

( 7,122,868 )

Net cash used in investing activities

cash used in investing activities

( 26,054,766 )

( 15,644,135 )

Taxes paid from net share settlement for share-based compensation

paid from net share settlement for share-based compensation

( 3,349,241 )

( 1,963,132 )

Proceeds from exercise of stock options

Share issuance costs

Net cash used in financing activities

from exercise of warrants and stock options

from issuance of Class A Common Stock under ESPP

from issuance of Class A Comon Stock

of Class A Common Stock

( 525,000,000 )

issuance costs

( 29,429,791 )

Decrease in cash and cash equivalents during the period

cash provided by (used in) financing activities

( 1,665,148 )

(decrease) in cash and cash equivalents during the period

( 104,319,758 )

Cash and cash equivalents,

beginning of year

Cash and cash equivalents,

and cash equivalents, beginning of year

and cash equivalents, end of year

$ 237,919,453

$ 114,018,900

Supplemental cash flow information:

Cash paid for income taxes

Cash paid for interest

Cash paid for lease liabilities

Non-cash investing and financing activities:

consideration related to the acquisition of Callin (Note 3)

Class A Common Stock issued to settle contingent consideration liability

Deferred issuance costs included in accounts payable and accrued liabilities

Property and equipment in accounts payable and accrued liabilities

Recognition of operating right-of-use assets in exchange of operating lease liabilities, net of derecognition of terminated leases

of loan receivable in exchange for Class A Common Stock

Share-based compensation capitalized related to intangible assets

The accompanying notes are an integral part of

these consolidated financial statements.

cash flow information:

paid for income taxes

paid for interest

paid for lease liabilities

investing and financing activities:

A Common Stock issued to settle contingent consideration liability

issuance costs included in accounts payable and accrued liabilities

Settlement of the derivative liability

and equipment in accounts payable and accrued liabilities

of operating right-of-use assets in exchange of operating lease liabilities, net of derecognition of terminated leases

compensation capitalized related to intangible assets

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

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

and Basis of Presentation

Overview and Basis of

of Operations

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basis, the Company evaluates the estimates used, which include but are not limited to the:

allowance for credit losses;

provision for credit losses;

share-based compensation awards;

estimates in the determination of the fair value of assets acquired and liabilities assumed in connection

with acquisitions;

fair value of financial instruments including warrant liability, contingent consideration, and derivative;

rate in determining lease liabilities;

probability of achievement associated with performance-based awards;

fair value of financial instruments

including warrant liability, digital assets, contingent consideration, and derivative;

discount rate in determining lease liabilities;

valuation of long-lived assets and their associated useful lives, valuation of goodwill;

realization of tax assets, estimates of tax liabilities, and valuation of deferred taxes;

and estimates in the determination of the fair

value of non-cash consideration earned in trade and barter transactions.

These estimates, judgments, and assumptions are reviewed periodically

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

Actual results

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

consolidated financial position and results of operations.

and the realization of tax assets, estimates

of tax liabilities, and valuation of deferred taxes;

estimates of the standalone selling prices used in the recognition of revenue;

estimates in the determination of the fair value of non-cash consideration earned in trade and barter transactions.

These estimates,

judgments, and assumptions are reviewed periodically and the impact of any revisions are reflected in the financial statements in the

period in which such revisions are made.

Actual results could differ materially from those estimates, judgments, or assumptions, and

such differences could be material to the Company’s consolidated financial position and results of operations.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

of Significant Accounting Policies

Summary of Significant

Accounting Policies

functional currencies of the Company and its foreign subsidiaries are the U.S.

1 unchanged sentence

dollar are remeasured using end-of-period exchange rates or exchange rates prevailing at the date of the transaction, and the

resulting gains or losses are recognized as a component of other income (expense).

resulting gains or losses are recognized as a component of other expense.

Value Measurements

26 unchanged sentences

The use of different market assumptions and/or estimation methodologies could have a significant impact on the estimated fair value amounts.

Our financial instruments include cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued

liabilities, lease liabilities, warrant liability, contingent consideration, derivative liability, and other liabilities, approximate

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

digital assets, warrant liability, derivative liability, and other liabilities, approximate fair value.

Concentration

meaningful portion of the Company’s revenue (and a substantial portion of the Company’s net cash from operations that it

can freely access) is attributable to service agreements with several customers.

meaningful portion of the Company’s revenue and related accounts receivable are attributable to service agreements with several

See Note 18 for further details.

1 unchanged sentence

the years ended December 31, 2025 and 2024

of Significant Accounting Policies (Continued)

Summary of Significant

Accounting Policies (Continued)

Company derives revenues primarily from:

9 unchanged sentences

revenue when/as performance obligation(s) are satisfied

Audience Monetization includes advertising fees on the Rumble platform;

subscription fees earned primarily from consumer product offerings such as Rumble Premium, Locals and badges;

revenues generated from

content that is licensed by third-parties;

pay-per-view;

and fees from tipping and platform hosting fees.

Company generates advertising fees by delivering digital video and display advertisements as well as cost-per-message-read advertisements.

Digital video and display advertisements are placed on Rumble websites and its associated mobile or connected TV applications.

pay for advertisements either directly or through their relationships with advertising agencies or resellers, based on the number of

impressions delivered or the number of actions such as clicks or purchases taken, by our users.

For cost-per-message-read advertising,

customers pay to have their products or services promoted by a content creator.

Monetization includes advertising fees on the Rumble platform;

subscription fees earned primarily from consumer product offerings such

as Rumble Premium, Locals and badges;

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

and fees from tipping and platform

hosting fees.

The Company generates advertising fees by delivering digital video

and display advertisements as well as cost-per-message-read advertisements.

Digital video and display advertisements are placed on Rumble

websites, its associated mobile or connected TV applications, and newsletters.

Customers pay for advertisements either directly or through

their relationships with advertising agencies or resellers, based on the number of impressions delivered by our users.

For cost-per-message-read

advertising, customers pay to have their products or services promoted by a content creator, and the Company earns revenue that may consist

of fixed amounts per campaign and commissions based on performance-based metrics.

Company recognizes revenue from video and display advertisements when a user engages with the advertisement, such as an impression, click,

9 unchanged sentences

the years ended December 31, 2025 and 2024

of Significant Accounting Policies (Continued)

Summary of Significant

Accounting Policies (Continued)

Recognition (Continued)

bulk license agreements, the Company’s obligations include hosting the content libraries for access and searching by the customer,

updating the libraries with new content provided by the content owner, and making videos selected by the customer available for download,

throughout the term of the contract.

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

All of these services are highly interdependent as the customer’s ability to derive its intended benefit from the contract

depends on the entity transferring both the access to the content library over time and making the videos available as and when required

by the customer for download.

These services, therefore, constitute a single performance obligation comprised of a series of distinct

services transferred to the customer in a similar manner throughout the contract term.

The predominant item in the single performance

obligation is a license providing a right to access the content library throughout the license period.

For these arrangements, the Company

recognizes the total fixed fees under the contract as revenue ratably over the term of the contract as the performance obligation is

satisfied, as this best depicts the pattern of control transfer.

license agreements related to the Rumble Player, the Company’s obligations include providing access to the current version the

Rumble Player throughout the term of the contract.

As part of this arrangement, the customer is required to use the most current version

of the player and therefore, the utility of the player to the customer is significantly affected by Rumble’s ongoing activities

to maintain and support the player.

Revenue is therefore recognized ratably over the term of the contract.

Company generates revenue through the licensing of content to third-party platforms.

10 unchanged sentences

Initiatives includes digital advertisements that are placed on Rumble’s network of third-party publisher websites or mobile applications

Cloud includes consumption-based fees, subscriptions for infrastructure and professional services.

The Company facilitates the placement

of the customer’s digital video and display advertisements on third-party publisher websites or mobile applications.

Customers pay

for advertisements either directly or through relationships with advertising agencies or resellers, based on the number of impressions

delivered or the number of actions such as clicks or purchases taken, by our users.

The Company recognizes revenue when a user engages

with the advertisement, such as an impression, click, or purchase.

Cloud includes consumption-based fees, subscriptions for infrastructure and professional services, and license agreements

related to Rumble Player.

Company facilitates the placement of the customer’s digital video

and display advertisements on third-party publisher websites or mobile applications.

Customers pay for advertisements either directly

or through relationships with advertising agencies or resellers, based on the number of impressions delivered by our users.

recognizes revenue when a user engages with the advertisement.

services are generally provided on either a consumption or subscription basis.

4 unchanged sentences

over the contract term as the customer receives and consumes the benefits of the cloud services.

license agreements related to the Rumble Player, the Company’s obligations include providing access to the current version of the

Rumble Player throughout the term of the contract.

As part of this arrangement, the customer is required to use the most current version

of the player and therefore, the utility of the player to the customer is significantly affected by Rumble’s ongoing activities

to maintain and support the player.

Revenue is therefore recognized ratably over the term of the contract.

with Multiple Performance Obligations

contracts with customers may include multiple performance obligations.

For such arrangements, we allocate revenues to each performance

obligation based on its relative standalone selling price.

We generally determine standalone selling prices based on observable prices

of our products and services sold or priced separately in comparable circumstances to similar customers.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

of Significant Accounting Policies (Continued)

Summary of Significant

Accounting Policies (Continued)

Recognition (Continued)

1 unchanged sentence

a net basis).

The Company controls the advertising

inventory (including for digital advertisements that are placed with third-party publishers) before it is transferred to the customer

and therefore is the principal in the transaction.

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

before it is transferred to the customer.

The Company is also acting as the principal

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

the content is displayed.

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

The Company controls the advertising inventory (including digital advertisements

that are placed with third-party publishers) and the ability to monetize the content (in the case of tipping) before it is transferred

to the customer and therefore is the principal in these transactions.

Control is evidenced by the Company’s ability to monetize

the advertising inventory or content before it is transferred to the customer.

Company is also acting as the principal in licensing and subscription transactions, as it has control over both the content that is monetized

as well as the platform over which the content is displayed.

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

party to the contract with its customers.

it relates to revenues earned from platform hosting, we present revenue on a net basis as the Company is acting as the agent providing

13 unchanged sentences

Trade and barter expense is recorded when goods or services are consumed.

Trade and barter revenue was $ 2,881,398 and

$ nil for the years ended December 31, 2024 and 2023, respectively.

Trade and barter expenses were $ 3,000,000 and $ nil for

Trade and barter revenue was $ 3,118,602

and $ 2,881,398 for the years ended December 31, 2025 and 2024, respectively.

Trade and barter expenses were $ 3,000,000 and $ 3,000,000 for

the years ended December 31, 2025 and 2024, respectively.

3 unchanged sentences

the years ended December 31, 2025 and 2024

of Significant Accounting Policies (Continued)

Summary of Significant

Accounting Policies (Continued)

Company records amounts that have been invoiced to its clients in either deferred revenue or revenue depending on whether the revenue

36 unchanged sentences

the years ended December 31, 2025 and 2024

of Significant Accounting Policies (Continued)

Summary of Significant

Accounting Policies (Continued)

Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in

24 unchanged sentences

would be anti-dilutive due to net losses incurred.

Cash Equivalents, and Marketable Securities

and cash equivalents primarily consist of cash on deposit with banks and amounts held in treasury bills and money market funds.

equivalents are carried at amortized cost, which approximates their fair market value.

Company considers all marketable securities with original maturities of three months or less from the date of purchase to be cash equivalents

and those with original maturities of greater than three months as marketable securities on our consolidated balance sheets.

determines the appropriate classification of investments at the time of purchase.

securities are being accounted for as held-to-maturity investments and are carried at amortized cost with any gains and losses being

recognized in interest income on the consolidated statements of operations.

As of December 31, 2023, the marketable securities have maturity

dates of twelve months or less and their amortized cost approximates fair value.

and Cash Equivalents

Cash and cash equivalents primarily consist of cash on deposit with

banks and highly liquid investments held in treasury bills, term deposits and money market funds with original maturities of 90 days or

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

of Significant Accounting Policies (Continued)

Summary of Significant

Accounting Policies (Continued)

Receivable and Allowance for Current Expected Credit Losses

13 unchanged sentences

impact on the allowance for credit losses in future periods.

The allowance for credit losses was $ 117,069 and $ nil as of December 31,

The allowance for credit losses was $ 896,708 and $ 117,069 as of December

31, 2025 and 2024, respectively.

Company’s digital assets consist solely of our investment in bitcoin.

We retain ownership of and control over our digital assets

and use third-party custodial services to secure them.

The cost basis of our digital assets is calculated using the first-in, first-out

(FIFO) method.

assets purchased are initially recorded at cost, including capitalizing any transaction costs or fees, and subsequently, remeasured at

fair value based on the exchange quoted price each reporting period, with changes in fair value recognized on the consolidated statements

of operations.

and Equipment

9 unchanged sentences

payments arising from the lease.

Most of our leases contain lease and non-lease components.

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

The Company combines fixed lease and non-lease components

and account for them as a single lease component.

Our lease agreements may contain variable costs such as contingent rent escalations,

common area maintenance, insurance, real estate taxes, or other costs.

Such variable lease costs are expensed as incurred on the consolidated

statements of operations.

of our leases contain lease and non-lease components.

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

estate taxes.

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

Our lease agreements

may contain variable costs such as contingent rent escalations, common area maintenance, insurance, real estate taxes, or other costs.

Such variable lease costs are expensed as incurred on the consolidated statements of operations.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Summary of Significant

Accounting Policies (Continued)

Assets and Lease Liabilities (Continued)

assets and lease liabilities are recognized on the consolidated balance sheets at the commencement date based on the present value of

3 unchanged sentences

assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Significant Accounting Policies (Continued)

Assets and Lease Liabilities (Continued)

most of our leases do not provide an implicit rate, the incremental borrowing rate is used based on the information available at the

4 unchanged sentences

lease costs are recognized on a straight-line basis over the lease terms.

Company has elected the practical expedient to not recognize right-of-use assets and lease liabilities for short-term leases, which are

those leases with a term of twelve months or less at the commencement date.

assets with finite lives consist of intellectual property, internal-use software, technology, brand, domain names, and an assembled workforce.

11 unchanged sentences

The estimated useful life of costs capitalized

is evaluated for each specific project and is up to five years .

Amortization of internal software development costs is included in amortization

and depreciation expenses in the consolidated statement of operations.

is evaluated for each specific project and ranges from two to five years .

Amortization of internal software development costs is included

in amortization and depreciation expenses in the consolidated statements of operations.

related to the preliminary project stage, post-implementation, training and maintenance are expensed as incurred.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Summary of Significant

Accounting Policies (Continued)

of Long-Lived Assets and Finite Lived Intangible Assets

9 unchanged sentences

the periods presented.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Significant Accounting Policies (Continued)

represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible

6 unchanged sentences

its annual impairment test performed on October 1, 2025, the Company completed an assessment and determined that there was no impairment

The Company evaluates financial instruments, including forward purchase

or sale contracts over its own equity (“forward purchase contracts”), to determine the appropriate classification as financial

liabilities, derivatives, or equity.

Forward purchase contracts that meet the definition of mandatorily redeemable financial instruments

or that obligate the Company to repurchase its own shares at a fixed or determinable price are classified as liabilities.

Forward purchase contracts classified

as liabilities are initially recognized at fair value on the consolidated balance sheet, and subsequently remeasured at fair value each

reporting period, with changes in fair value recognized in interest income (expense) on the consolidated statements of operations.

Forward purchase contracts that do not meet the criteria to be classified

as liabilities or equity are accounted for as derivatives.

Derivatives are recognized initially and subsequently at fair value, with changes

recognized in changes in fair value of derivative on the consolidated statements of operations.

The Company accounts for warrants by

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

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

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

This assessment, which requires

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

date while the warrants are outstanding.

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

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

fair value on each balance sheet date thereafter.

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

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

Company evaluates financial instruments, including forward purchase or sale contracts over its own equity (“forward purchase contracts”),

to determine the appropriate classification as financial liabilities, derivatives, or equity.

Forward purchase contracts that meet the

definition of mandatorily redeemable financial instruments or that obligate the Company to repurchase its own shares at a fixed or determinable

price are classified as liabilities.

purchase contracts classified as liabilities are initially recognized at fair value on the consolidated balance sheet, and subsequently

remeasured at fair value each reporting period, with changes in fair value recognized in interest income (expense) on the consolidated

statements of operations.

purchase contracts that do not meet the criteria to be classified as liabilities or equity are accounted for as derivatives.

are recognized initially and subsequently at fair value at each reporting period, with changes recognized in change in fair value on

derivative of the consolidated statements of operations.

Company accounts for warrants by first assessing whether the warrants meet all of the requirements for equity classification, including

whether the warrants are indexed to the Company’s own shares of common stock and whether the warrant holders could potentially

require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity

classification.

This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the warrants

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

For issued or modified warrants that do not meet

all the criteria for equity classification, such warrants are required to be as a liability initially at their fair value on the date

of issuance, and subsequently remeasured to fair value on each balance sheet date thereafter.

Changes in the estimated fair value of

liability-classified warrants are recognized on the consolidated statements of operations in the period of change.

Company accounts for all its warrants as a liability as the warrants do not meet the criteria for equity classification.

1 unchanged sentence

the years ended December 31, 2025 and 2024

of Significant Accounting Policies (Continued)

Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying

a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable

asset or group of similar identifiable assets.

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

If not, the Company applies

its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired

input, process, and the ability to create outputs.

Company accounts for business combinations using the acquisition method when it has obtained control.

The Company measures goodwill as

the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized

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

costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business

combination are expensed as incurred.

contingent consideration is measured at fair value at the acquisition date.

Contingent consideration that does not meet all the criteria

for equity classification is initially recorded at its fair value at the acquisition date, and subsequently remeasured to fair value

on each balance sheet date thereafter.

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

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

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

occurs, the Company reports provisional amounts.

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

one year from the acquisition date.

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

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

Company accounts for asset acquisitions by allocating the consideration to the acquired assets and liabilities on a relative fair value

Working capital items are recognized at their stated amounts.

Company has elected an accounting policy to recognize any contingent consideration obligation in an asset acquisition when the contingency

is resolved, and the consideration becomes payable.

The contingent consideration will be included in the cost allocated to the acquired

assets if and when the contingency is resolved.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Significant Accounting Policies (Continued)

Summary of Significant

Accounting Policies (Continued)

Standards or Amendments Adopted

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

Improvements to Reportable Segment Disclosures .

The purpose of this ASU

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

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

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

disclosure requirements.

new standard requires an enhanced disclosure of significant segment expenses on an annual and interim basis.

Upon adoption, the guidance

was applied retroactively to all prior periods presented in the financial statements.

See Note 20 for further details.

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

Improvements to Income Tax Disclosures.

The amendments require public business entities,

on an annual basis, to disclose specific categories within the income tax rate reconciliation and to provide additional quantitative

and qualitative information for reconciling items that meet a prescribed quantitative threshold (generally 5 percent of the amount computed

by multiplying pretax income or loss by the applicable statutory income tax rate).

amendment requires an enhanced disaggregation and additional detail in the Company’s income tax rate reconciliation and related

income tax disclosures.

Upon adoption, the guidance was applied on a retrospective basis in the financial statements.

See Note 19 for

further details.

Standards or Amendments Not Yet Effective

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are not yet effective for the Company:

Accounting Standards Update 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets.

The amendments in this update require in-scope crypto assets (including the Company's Bitcoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income for each reporting period.

The update also requires certain interim and annual disclosures for crypto assets within the scope of the standard.

This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

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

Improvements to Income Tax Disclosures.

The amendments in this update require

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

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

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

effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

Standards Update 2024-03, Income statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expense.

The amendments in this update requires public business entities to disclose,

on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial

Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively.

ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December

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

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Callin Corp.

May 15, 2023 (the "Acquisition Date”), the Company acquired 100 % of the outstanding equity of Callin Corp.

a podcasting and live streaming platform.

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

recorded content.

The Company has determined that Callin meets the definition of a business and has accounted for the acquisition as

a business combination.

The fair value of the assets acquired and the liabilities assumed by the Company in connection with the

acquisition is as follows:

consideration

assets acquired:

Accounts receivable

Prepaid expenses

Property and equipment

Software and technology

Accounts payable, accruals,

and other liabilities

( 1,137,814 )

tax liability

( 1,230,526 )

net assets acquired

fair value of the consideration consists of the following:

Shares issued

Shares to be issued

Replacement awards

Contingent consideration

(liability) – retention payments

Contingent consideration

(equity) – milestone 1

Contingent consideration

(equity) – milestone 2

consideration payable

consideration

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Callin Corp.

the terms of the acquisition agreement, the Company is required to issue upfront share consideration of 981,243 shares of Class A Common

Stock to the preferred shareholders and SAFE note holders of Callin.

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

Acquisition Date was $ 9.99 per share.

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

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

of Callin contingent on the following conditions being met:

Services are provided by a selling shareholder for 12 months;

Services are provided by a selling shareholder for 24 months;

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

is integrated into the Company’s existing software and

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

assessing what is part of the business combination, the Company has determined that because the two retention payments are contingent

on a selling shareholder providing services post-combination, the portion of those tranches earned by the party providing services should

be reflected in the Company’s financial statements as post-combination expense.

In addition, where future services are required

by employees in order to earn rights to the contingent consideration, such rights are being accounted for either entirely as post-combination

expense or as replacement awards where the rights replace unvested options or restricted series FF preferred shares that were originally

granted by Callin.

Rights to contingent consideration held by non-accredited investors will be settled in cash at $ 8.92 per share.

the remainder, the four tranches of contingently issuable shares have been accounted for as contingent consideration.

following table shows the breakdown of the contingently issuable shares:

Number of Shares

Contingent consideration

Share-based compensation (Note 14)

Total contingently issuable shares

the year ended December 31, 2024, certain of the contingently issuable shares were issued.

Refer to Note 14 for the share-based compensation

and below for the impact on contingent consideration.

fair value of the contingent consideration has been estimated as follows:

payments 1 and 2

the Acquisition Date, the Company determined that retention payments 1 and 2 are one unit of account requiring the Company to issue a

variable number of shares that is not indexed to the Company’s stock.

As a result, the consideration that is contingent on one

of the selling shareholder’s providing services has been classified as a liability.

The contingent consideration is classified

Level 3 in the fair value hierarchy.

The key inputs into the fair value determination are the probability of achieving the milestones,

which impacts the expected number of shares to be issued, and the share price on the Acquisition Date.

At the Acquisition Date, management

estimated the number of shares to be issued is 349,523 .

May 15, 2024, retention payment 1 was met resulting in the issuance of 192,885 shares of Class A Common Stock and a cash payment of $ 137,997 .

Retention payment 2 was reclassified to equity because the number of shares to be issued if the contingency is met is now fixed.

result, the Company recognized $ 1,334,516 in equity.

of December 31, 2024, it was determined that retention payment 2 was not met, resulting in forfeitures of the rights to contingent consideration.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of Callin Corp.

Company has recognized a change in fair value for the retention payment 1 and 2 contingent consideration of $ 1,354,357 and $ 1,922,381

due to the change in the Company’s stock price and the probability of each contingency being met for the years ended December 31,

2024 and 2023, respectively.

payments 1 and 2

Company has determined that milestone payments 1 and 2 are separate units of account because a fixed number of shares will be issued

if each contingency is met, and meeting one contingency is not dependent on the other.

The key inputs into the fair value determination

are the probability of each contingency being met, and the share price on the Acquisition Date.

As of December 31, 2024, milestone payments

1 and 2 were met resulting in the issuance of 507,636 shares of Class A Common Stock and a cash payment of $ 149,605 .

the year ended December 31, 2023, the Company adjusted certain provisional amounts recognized at the acquisition date related to the

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

An adjustment was made to increase upfront

share consideration by $ 143,716 as well as an increase to intangible assets and deferred tax liability of $ 1,594,000 and $ 398,654 , respectively.

The corresponding adjustment was reflected in goodwill.

acquired goodwill relates to Callin’s workforce and synergies that are expected to be realized upon the integration of Callin’s

technology with the Rumble platform.

Such synergies will include the ability to leverage the creator relationships that Rumble has secured

to date and will allow for a greater ability to establish brand recognition and monetization of the Callin platform in the future.

goodwill is not expected to be deductible for tax purposes.

Acquisition-related

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

acquired business contributed revenues of $ nil and net loss of $ 1,269,185 post acquisition for the period ended December 31, 2023.

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

of North River Project Inc.

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

equity of North River Project Inc.

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

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

The Company has determined that North River does

not meet the definition of a business and has accounted for the acquisition as an asset acquisition.

The contingent consideration contains

two payments, each consisting of $ 5,000,000 Canadian Dollars upon the completion of feature development and integration of the acquired

technology into the Company’s existing software within a 5-year period.

The Company has elected to account for the contingent consideration

at the point in time in which the payments have been met.

During the year ended December 31, 2024, the contingent milestones were achieved

and consequently the Company made a total cash payment of $ 10,000,000 Canadian Dollars ($ 7,122,868 US Dollars) to the former

North River equity holders.

The Company acquired North River for the purpose of acquiring certain developed software, developed technology,

and an assembled workforce.

Company allocated the upfront consideration to the acquired assets based on their relative fair value on the date of acquisition as follows:

Software and technology

Assembled workforce

Net working capital

Deferred tax liability

( 2,059,120 )

Total consideration

Company allocated both contingent payments to the acquired assets based on their relative fair value on the date the milestone was met

Software and technology

Assembled workforce

Deferred tax liability

( 2,009,015 )

Total consideration

additions were allocated to the cost basis of the acquired assets and the Company recognized a cumulative catch up on the amortization

expense in the amount of $ 1,921,750 during the year ended December 31, 2024.

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

The assets are recorded in intangible assets, net on the Company’s consolidated balance sheets.

Standards Updates 2025-01 and 2024-03, Income statement – Reporting Comprehensive Income

– Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement

The amendments in this update require public business entities to disclose, on an

annual and interim basis, disaggregated information about certain income statement expense

line items in the notes to the financial statements.

Public business entities are required

to apply the guidance prospectively and may elect to apply it retrospectively.

effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal

years beginning after December 15, 2027.

Standards Updates 2025-05, Financial Instruments—Credit Losses (Topic 326):

of Credit Losses for Accounts Receivable and Contract Assets.

This ASU provides all entities

with a practical expedient to assume that current conditions as of the balance sheet date

do not change for the remaining life of the assets.

This ASU is effective for fiscal years

beginning after December 15, 2025, including interim periods within those fiscal years.

adoption is permitted in both interim and annual reporting periods in which financial statements

have not yet been issued or made available for issuance.

Standards Updates 2025-06, Intangibles—Goodwill and Other—Internal-Use Software

(Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

ASU removes all references to software development project stages so that the guidance is

neutral to different software development methods, including methods that entities may use

to develop software in the future.

Therefore, this ASU requires that an entity capitalize

software costs when both:

management has authorized and committed to funding the software

and it is probable that the project will be completed and the software will be used

to perform the function intended (referred to as the “probable-to-complete recognition

In evaluating the probable-to-complete recognition threshold, an entity

is required to consider whether there is significant uncertainty associated with the development

activities of the software.

This ASU is effective for fiscal years beginning after December

15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption

is permitted as of the beginning of an annual reporting period.

Standards Updates 2025-11, Interim Reporting:

Narrow-Scope Improvements (Topic 270):

ASU clarifies interim disclosure requirements and the applicability of Topic 270.

a comprehensive list of interim disclosures currently required under U.S.

GAAP and introduces

a disclosure principle requiring entities to disclose events since the end of the last annual

reporting period that have a material impact.

The ASU also clarifies the types of interim

reporting, and the form and content of interim financial statements in accordance with U.S.

GAAP, enhancing consistency in interim reporting.

This ASU is effective for interim reporting

periods within annual reporting periods beginning after December 15, 2027.

Early adoption

is permitted.

Company is still evaluating the potential impact of implementing the above amendments to its consolidated financial statements.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

from Contracts with Customers

Revenue from Contracts

with Customers

following table presents revenues disaggregated by type:

For the year ended

Ended December 31,

Audience Monetization

1 unchanged sentence

Total revenues

$ 100,622,320

Company recognizes revenue either at a point in time or over time, depending upon the characteristics of the contract.

For the year ended

Ended December 31,

Point in time

Total revenues

$ 100,622,320

revenue recorded at December 31, 2025 is expected to be fully recognized by December 31, 2026.

3 unchanged sentences

revenues for the year ended December 31, 2025.

The deferred revenue balance as of January 1, 2023 was $ 1,040,619 , of which $ 881,596 was

recognized as revenues for the year ended December 31, 2023.

Cash Equivalents, and Marketable Securities

The deferred revenue balance as of January 1, 2024 was $ 7,003,891 , of which $ 6,716,383

was recognized as revenues for the year ended December 31, 2024.

Cash and Cash Equivalents

and cash equivalents consist of the following:

As of December 31,

Contracted 2024 2023

Maturity Balance Balance

Cash Demand $ 7,651,820 $ 7,344,275

1 unchanged sentence

$ 237,919,453 $ 114,018,900

securities consist of term deposits of $ nil and $ 1,135,200 as of December 31, 2024 and 2023, respectively.

The Company did not have any

long-term investments as of December 31, 2024 or 2023.

of December 31, 2025 and 2024, the Company entered into a guarantee/ standby letter of credit in the amount of $ 1,362,500 which will

2 unchanged sentences

the years ended December 31, 2025 and 2024

and Equipment

As of December 31,

Digital Assets

Company’s digital assets holdings consist of the following:

of December 31, 2025

of December 31, 2024

following table presents a reconciliation of the Company’s digital asset holdings:

December 31, 2024

Purchase of digital assets

Change in fair value

December 31, 2025

Property and Equipment

of December 31,

Computer hardware

5 unchanged sentences

Net carrying value

expense on property and equipment for the years ended December 31, 2024 and 2023 was $ 5,296,024 and $ 3,267,920 , respectively.

Assets and Lease Liabilities

expense on property and equipment for the years ended December 31, 2025 and 2024 were $ 5,828,541 and $ 5,296,024 , respectively.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Right-of-Use Assets and Lease Liabilities

Company leases several facilities and data centers under non-cancelable operating leases.

2 unchanged sentences

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

As of December 31,

Right-of-use assets

of December 31,

$ ( 3,361,250 )

2 unchanged sentences

lease costs for the years ended December 31, 2025 and 2024 were $ 1,392,053 and $ 1,175,186 , respectively.

These costs are included in general

and administrative expenses in the consolidated statements of operations.

These costs are included in

general and administrative expenses in the consolidated statements of operations.

balance sheet information related to the operating lease liabilities is as follows:

2 unchanged sentences

Weighted-average incremental borrowing rate 11.51 % 7.26 %

following shows the future minimum lease payments for the remaining years under the lease arrangement as of December 31, 2024:

following shows the future minimum lease payments for the remaining years under the lease arrangements as of December 31, 2025:

imputed interest*

1 unchanged sentence

Long-term portion

interest represents the difference between undiscounted cash flows and cash flows

* Imputed interest represents the difference

between undiscounted cash flows and cash flows

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Intangible Assets

As of December 31, 2025

10 unchanged sentences

Weighted- Average Remaining Useful Lives

(in years) Gross

Value Accumulated Amortization Net

Accumulated Amortization Net

Intellectual property 4.17 $ 461,663 $ ( 179,563 ) $ 282,100

5 unchanged sentences

$ 39,873,642 $ ( 10,567,507 ) $ 29,306,135

expense related to intangible assets for the years ended December 31, 2024 and 2023 was $ 8,318,563 and $ 1,582,889 .

expense related to intangible assets for the years ended December 31, 2025 and 2024 were $ 8,735,994 and $ 8,318,563 , respectively.

intangible assets held as of December 31, 2025, future amortization expense is as follows:

7 unchanged sentences

was no impairment of goodwill for the years ended December 31, 2025 and 2024.

The Company is subject to income tax in the U.S., and Canada through

its wholly owned subsidiary, Rumble Canada Inc.

Rumble Inc.'s federal statutory tax rate is 21.00 % for the years ended December 31, 2024

difference between the tax calculated on income before income tax according to the statutory tax rate and the amount of the income tax

included in the income tax expense was reconciled as follows:

For the year ended

Loss before income taxes

$ ( 340,371,794 )

Accounts Payable and Accrued Liabilities

The Company’s accounts payable

and accrued liabilities consist of the following:

As of December 31,

Trade accounts payable

Accrued programming and content costs

Accrued compensation and benefits

Accrued professional fees

Other accrued expenses

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) which is a required update for public business entities for annual

periods that begin after December 15, 2024.

The Company has adopted this update and all prior periods presented have been conformed to

the new additional disclosure requirements as applicable.

following table presents the components of the consolidated loss from continuing operations before taxes for the years ended December

31, 2025 and 2024.

$ ( 79,151,603 )

Statutory income tax rate

Income tax recovery at statutory income tax rate

$ ( 293,563,516 )

International

( 2,611,531 )

Non-deductible expenses and permanent adjustments

( 46,808,278 )

Share-based compensation

Change in the fair value of warrant liability

Change in the fair value of derivatives

Difference in jurisdictional tax rates

Loss from continuing

operations before income taxes

$ ( 81,763,134 )

$ ( 340,371,794 )

Tax rate differences and tax rate changes

The following table reconciles total income tax provision expense (benefit)

from continuing operations using the statutory U.S.

federal income tax rate to the consolidated income tax expense (benefit) for continuing

operations shown in the accompanying consolidated statements of operations for the years ended December 31, 2025 and 2024.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Income Taxes (Continued)

Ended December 31,

federal statutory income rate

( 17,170,258 )

Change in valuation allowance

$ ( 71,478,076 )

income taxes, net of federal income tax effects

or nondeductible items:

in fair value of warrant liability

( 5,067,791 )

Income tax benefit consists of the following:

For the year ended

Income tax benefit:

Domestic – U.S.

in fair value of derivative

( 1,900,576 )

Non-deductible

transaction costs

in valuation allowances

tax rate differences between Canada and U.S.

( 2,574,455 )

Foreign - Canada

in valuation allowances

( 1,539,633 )

$ ( 2,009,015 )

to the Consolidated Financial Statements

the years ended December 31, 2024 and 2023

Taxes (Continued)

Tax Assets (Liabilities)

As of December 31,

Deferred income tax assets:

Loss carryforwards

Intangible assets

Share-based compensation

R&D and other cost pool carryforwards

Gross deferred income tax assets

Valuation allowance

components of the income tax expense (benefit) are as follows:

Current tax expense (benefit):

Deferred tax expense (benefit):

$ ( 2,009,015 )

( 2,009,015 )

Total deferred income tax assets, net of valuation allowance

Deferred income tax liabilities:

Tangible assets

Income tax expense (benefit)

$ ( 2,009,015 )

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Income Taxes (Continued)

components of the deferred tax assets and liabilities are as follows:

Ended December 31,

Deferred tax assets

(liabilities)

carryforwards

( 3,075,131 )

Intangible assets

( 2,957,879 )

Total deferred income tax liabilities

and other cost pool carryforwards

Deferred tax assets

( 94,512,112 )

( 71,361,750 )

Net deferred income tax assets and liabilities

deferred tax assets (liabilities)

Company has assessed the realizability of the net deferred tax assets by considering the relevant positive and negative evidence available

11 unchanged sentences

with indefinitely reinvested basis differences is not practicable.

As of December 31, 2024 and 2023, the Company has U.S.

state net loss carryforwards of $ 104,527,154 and $ 78,563,194 , respectively, as well as Canadian federal and provincial non-capital loss

carryforwards of $ 154,084,556 and $ 107,580,614 , respectively.

As at December 31, 2025, the Company

federal and state losses carried forward of $ 169,078,822 and Canadian federal and provincial non-capital loss carryforwards of

$ 162,406,275 .

As at December 31, 2024, the Company has U.S.

federal and state losses carried forward of $ 104,527,154 and Canadian federal

and provincial non-capital loss carryforwards of $ 154,084,556 .

federal losses can be carried forward indefinitely, generally,

the state losses can be carried forward 20 years.

The Canadian non-capital loss carryforwards expire between 2039 and 2044.

The Canadian non-capital loss carry forwards expire between 2040 and 2045.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Taxes (Continued)

Income Taxes (Continued)

of net operating loss carryforwards may be subject to limitations in the event of a change in ownership as defined under U.S.

3 unchanged sentences

The Company experienced ownership change during

Such ownership change could result in a limitation of the Company's ability to reduce future income by net operating loss carryforwards.

Such ownership change could result in a limitation of the Company’s ability to reduce future income by net operating loss

carryforwards.

A formal Section 382 study has not been prepared, so the exact effects of the ownership change are not known at this time

10 unchanged sentences

of operations.

Derivative Liability

December 20, 2024, the Company announced that it had entered into a definitive agreement (the “Transaction Agreement”) for

4 unchanged sentences

The purchase price of the Class A Common Stock in the Transaction was $ 7.50 per share.

The Transaction Agreement requires the

Company to commence a tender offer to purchase up to 70,000,000 shares of the Company’s Class A Common Stock using proceeds from

the Transaction, which the Company did subsequent to year end.

See Note 21 for further details.

As contemplated by the Transaction Agreement,

the Company executed support agreements with certain members of key management to provide a backstop to the anticipated tender offer and

ensure 70,000,000 shares would be tendered and available for repurchase when the Transaction closes.

Under the Transaction Agreement, there

is the possibility that the Company issues either 103,333,333 shares of Class A Common Stock in one or two closings, or issues 66,666,667

shares of Class A Common Stock in one closing if the tender offer is not successfully consummated by April 30, 2025.

The Company is accounting for the Transaction and support agreement

as one unit of account which meets the definition of a derivative.

As a result, the Company initially recorded a gain upon recognition

of a derivative asset of $ 9,200,000 and subsequently recorded the derivative at fair value resulting in a liability of $ 184,699,998 at

December 31, 2024 and a change in fair value of the derivative of $ 184,699,998 during the year ended December 31, 2024.

See Note 17 for

further details.

As of December 31, 2024, the Transaction

had not been funded.

The Transaction was completed on February 7, 2025.

connection with the Transaction Agreement, the Company executed support agreements with certain members of key management to provide

a backstop to the anticipated tender offer and ensure 70,000,000 shares would be tendered and available for repurchase when the Transaction

January 3, 2025, the Company commenced a tender offer to purchase up to 70,000,000 shares of the Company’s Class A Common Stock

using proceeds from the Transaction.

Company accounted for the Transaction and support agreements as one unit of account, which met the definition of a derivative.

a result, the Company initially recorded a gain upon recognition of a derivative asset of $ 9,200,000 and subsequently recorded the

derivative at fair value resulting in a liability of $ 184,699,998 at December 31, 2024 and a change in fair value of the derivative

of $ 184,699,998 during the year ended December 31, 2024.

See Note 18 for further details.

February 7, 2025, the Transaction closed, which resulted in the Company settling the derivative by issuing 103,333,333 shares to Tether

in exchange for $ 775,000,000 in cash proceeds and repurchasing 70,000,000 shares from existing shareholders for $ 525,000,000 in cash.

The net proceeds of $ 250,000,000 , together with the fair value of the derivative on that date of $ 174,999,998 , were recorded in additional

paid-in capital, net of transaction costs of $ 29,429,791 .

The Company recognized a gain on fair value of the derivative of $ 9,700,000

during the year ended December 31, 2025.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Company has received certain amounts from a third party to assist with certain operating expenditures of the Company.

These amounts are

to be repaid upon settlement of those expenditures, are non-interest bearing, and have been treated as a long-term liability.

of $ 500,000 related to these expenses was recorded in other liability as of December 31, 2024 and 2023.

Shareholders’

(Deficit) Equity

Shareholders’ Equity

Company is authorized to issue 1,000,000,000 shares, consisting of:

(i) 700,000,000

shares of Class A Common Stock with a par value of $ 0.0001 per share;

(ii) 170,000,000

shares of Class C Common Stock with a par value of $ 0.0001 per share;

(iii) 110,000,000

shares of Class D Common Stock with a par value of $ 0.0001 per share;

(iv) 20,000,000

shares of preferred stock with a par value of $ 0.0001 per share.

(i) 700,000,000 shares of Class A Common Stock with a par value of $ 0.0001 per share;

(ii) 170,000,000 shares of Class C Common Stock with a par value of $ 0.0001 per share;

(iii) 110,000,000 shares of Class D Common Stock with a par value of $ 0.0001 per share;

(iv) 20,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

following shares of common stock are issued and outstanding at:

As of December 31,

of December 31,

Class A Common Stock

Class C Common Stock (and its corresponding ExchangeCo Share)

Class C Common Stock (and its corresponding

ExchangeCo Share)

Class D Common Stock

8 unchanged sentences

of winding-up of its affairs subject to the rights of the preferred shares.

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2024 and 2023

Shareholders’ (Deficit) Equity (Continued)

Class A Common Stock (Continued)

Balance December 31, 2023

Issuance of Class A Common Stock in connection with Callin acquisition

Issuance of Class A Common Stock upon exercise of stock options and warrants, as well as vesting of restricted stock units, net of share settlement

Issuance of Class A Common Stock in exchange for Class C Common Shares (and corresponding ExchangeCo Share)

Balance December 31, 2024

Former holders of the Legacy Rumble’s

common shares are eligible to receive up to an aggregate of 105,000,000 additional shares of the Company’s Class A Common Stock,

of which 76,412,604 shares are currently held in escrow and 28,587,396 shares will become issuable under options when the contingency

Similarly, the Sponsor’s common shares are eligible to receive up to an aggregate of 1,963,750 additional shares of the

Company’s Class A Common Stock and will be issued when the contingency is met.

The holders are eligible to the shares if the closing

price of the Company’s Class A Common Stock is greater than or equal to $ 15.00 and $ 17.50 , respectively (with 50 % released at each

target, or if the latter target is reached first, 100 %) for a period of 20 trading days during any 30 trading-day period.

The term will

expire September 16, 2027 .

If there is a change in control prior to September 16, 2027 resulting in a per share price equal to or in excess

of the $ 15.00 and $ 17.50 share price milestones not previously met, then the Company shall issue the earnout shares to the holders.

Balance December 31, 2022

Issuance of Class A Common Stock in connection with Callin acquisition

Issuance of Class A Common Stock upon vesting of stock awards, net of share settlement

Issuance of Class A Common Stock in exchange for Class C Common Shares (and corresponding ExchangeCo Share)

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

A Common Stock

December 31, 2024

of Class A Common Stock in exchange for Class C Common Shares (and corresponding ExchangeCo Share)

of Class A Common Stock in connection with Tether transaction

of Class A Common Stock upon exercise of stock options and warrants, as well as vesting of restricted stock units, net of share settlement

of Class A Common Stock under ESPP

December 31, 2025

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Shareholders’ Equity

(Deficit) (Continued)

A Common Stock (Continued)

A Common Stock

December 31, 2023

of Class A Common Stock in connection with Callin acquisition

of Class A Common Stock upon exercise of stock options and warrants, as well as vesting of restricted stock units, net of share settlement

of Class A Common Stock in exchange for Class C Common Shares (and corresponding ExchangeCo Share)

December 31, 2024

holders of the Legacy Rumble’s common shares are eligible to receive up to an aggregate of 105,000,000 additional shares of the

Company’s Class A Common Stock, of which 76,412,604 shares are currently held in escrow and 28,587,396 shares will become issuable

under options when the contingency is met.

Similarly, the Sponsor’s common shares are eligible to receive up to an aggregate of

1,963,750 additional shares of the Company’s Class A Common Stock and will be issued when the contingency is met.

The holders are

eligible to the shares if the closing price of the Company’s Class A Common Stock is greater than or equal to $ 15.00 and $ 17.50 ,

respectively (with 50 % released at each target, or if the latter target is reached first, 100 %) for a period of 20 trading days during

any 30 trading-day period.

The term will expire September 16, 2027 .

If there is a change in control prior to September 16, 2027 resulting

in a per share price equal to or in excess of the $ 15.00 and $ 17.50 share price milestones not previously met, then the Company shall

issue the earnout shares to the holders.

C Common Stock (and corresponding ExchangeCo Share)

Company is authorized to issue 170,000,000 shares with a par value of $ 0.0001 per share.

and outstanding

holders of shares of Class C Common Stock are entitled to one vote for each share of Class C Common Stock held at any meeting of shareholders

of the Company.

The holders of Class C Common Stock are not entitled to receive dividends and other distributions declared or paid by

The holders of shares of Class C Common Stock are not entitled to receive the remaining property of Company upon liquidation,

dissolution, or winding-up, whether voluntary or involuntary, and any other distribution of assets of the Company among its shareholders

for the purpose of winding-up of its affairs subject to the rights of the preferred shares and Class A Common Stock.

Company’s indirect, wholly owned Canadian subsidiary 1000045728 Ontario Inc.

(“ExchangeCo”) has 123,690,470 exchangeable

shares (“ExchangeCo Shares”) outstanding at December 31, 2025 that are exchangeable at any time by the holder on a one-to-one

basis into Class A Common Stock.

The ExchangeCo Shares are entitled to any dividends that are declared on Class A Common Stock and participate

in liquidation on the same basis as the holders of Class A Common Stock.

Each ExchangeCo Share is issued “in tandem” with

one share of Class C Common Stock.

At the time an ExchangeCo Share is exchanged by the holder, the Company will issue one share of Class

A Common Stock and the ExchangeCo Share and corresponding Class C Common Stock are cancelled.

The ExchangeCo Share and the related share

of Class C Common Stock cannot be separated.

The Company views each ExchangeCo Share and its corresponding share of Class C Common Stock

as one unit of account that is economically similar to a share of Class A Common Stock.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Shareholders’ Equity

(Deficit) (Continued)

C Common Stock (and corresponding ExchangeCo Share) (Continued)

C Common Stock (and

corresponding

Balance December 31, 2024

Class C Common Stock (and corresponding

ExchangeCo Share)

The Company is authorized to issue

170,000,000 shares with a par value of $ 0.0001 per share.

Issued and outstanding

The holders of shares of Class C Common

Stock are entitled to one vote for each share of Class C Common Stock held at any meeting of shareholders of the Company.

of Class C Common Stock are not entitled to receive dividends and other distributions declared or paid by the Company.

The holders of

shares of Class C Common Stock are not entitled to receive the remaining property of Company upon liquidation, dissolution, or winding-up,

whether voluntary or involuntary, and any other distribution of assets of the Company among its shareholders for the purpose of winding-up

of its affairs subject to the rights of the preferred shares and Class A Common Stock.

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2024 and 2023

Shareholders’ (Deficit) Equity (Continued)

Class C Common Stock (and corresponding

ExchangeCo Share) (Continued)

The Company’s indirect, wholly

owned Canadian subsidiary 1000045728 Ontario Inc.

("ExchangeCo”) has 165,153,621 exchangeable shares ("ExchangeCo Shares”)

outstanding at December 31, 2024 that are exchangeable at any time by the holder on a one-to-one basis into Class A Common Stock.

ExchangeCo Shares are entitled to any dividends that are declared on Class A Common Stock and participate in liquidation on the same basis

as the holders of Class A Common Stock.

Each ExchangeCo Share is issued "in tandem” with one share of Class C Common Stock.

At the time an ExchangeCo Share is exchanged by the holder, the Company will issue one share of Class A Common Stock and the ExchangeCo

Share and corresponding Class C Common Stock are cancelled.

The ExchangeCo Share and the related share of Class C Common Stock cannot

be separated.

The Company views each ExchangeCo Share and its corresponding share of Class C Common Stock as one unit of account that

is economically similar to a share of Class A Common Stock.

(and corresponding

ExchangeCo Share)

Issuance of Class A

Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share)

( 41,463,151 )

Balance December 31, 2025

Issuance of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share)

C Common Stock (and

corresponding

Balance December 31, 2023

(and corresponding

ExchangeCo Share)

Issuance of Class A

Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share)

Balance December 31, 2024

Issuance of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share)

D Common Stock

Company is authorized to issue 110,000,000 shares with a par value of $ 0.0001 per share.

and outstanding

holders of shares of Class D Common Stock are entitled to 11.2663 votes for each share of Class D Common Stock held at any meeting of

shareholders of the Company.

The holders of shares of Class D Common Stock are not entitled to receive dividends and other distributions

declared or paid by the Company.

The holders of shares of Class D Common Stock are not entitled to receive the remaining property of

Company upon liquidation, dissolution, or winding-up, whether voluntary or involuntary, and any other distribution of assets of the Company

among its shareholders for the purpose of winding-up of its affairs subject to the rights of the preferred shares and Class A Common

Balance December 31, 2023 and

Cancellation of Class

D Common Stock

( 9,991,283 )

Balance December 31,

Class D Common Stock

The Company is authorized to issue

110,000,000 shares with a par value of $ 0.0001 per share.

Issued and outstanding

The holders of shares of Class D Common

Stock are entitled to 11.2663 votes for each share of Class D Common Stock held at any meeting of shareholders of the Company.

of shares of Class D Common Stock are not entitled to receive dividends and other distributions declared or paid by the Company.

of shares of Class D Common Stock are not entitled to receive the remaining property of Company upon liquidation, dissolution, or winding-up,

whether voluntary or involuntary, and any other distribution of assets of the Company among its shareholders for the purpose of winding-up

of its affairs subject to the rights of the preferred shares and Class A Common Stock.

The number of Class D Common Stock

was 105,782,403 as of December 31, 2024 and 2023.

There were no changes in Class D Common Stock during the years ended December 31, 2024

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2024 and 2023

Share-Based Compensation Expense

The Company’s stock award plans

Amended and Restated

Stock Option Plan

The Company maintains a long-term incentive

plan, the Rumble Inc.

Amended and Restated Stock Option Plan (the “Stock Option Plan”).

The Stock Option Plan continues to

govern the terms and conditions of the outstanding awards previously granted under the Stock Option Plan, and all options to purchase

Rumble Class A common shares or Rumble Class B common shares which were converted into options to purchase shares of Class A Common Stock

in connection with the Business Combination.

As of December 31, 2024, there

were 58,165,382 shares of Class A Common Stock reserved for future issuance under the Stock Option Plan

2022 Stock Incentive

The Rumble Inc.

2022 Stock Incentive

Plan (the "Stock Incentive Plan”) was approved by the board of directors and the stockholders of the Company, and became effective

on September 16, 2022.

The Company initially reserved 27,121,733 shares of Common Stock for issuance under the Stock Incentive Plan, subject

to a ten-year evergreen feature.

As of December 31, 2024, there

were 35,459,606 shares of Class A Common Stock reserved for future issuance under the Stock Incentive Plan.

2024 Employee Stock

Purchase Plan

The Rumble Inc.

2024 Employee Stock

Purchase Plan (the "Employee Stock Purchase Plan”) was approved by the board of directors and the stockholders of the Company,

and became effective on March 26, 2024.

The Company initially reserved 1,500,000 shares of Common Stock for issuance under the Employee

Stock Purchase Plan.

As of December 31, 2024, there

were 1,500,000 shares of Class A Common Stock reserved for future issuance under the Employee Stock Purchase Plan.

Share-based compensation expenses are

summarized as follows:

For the year ended

discussed in Note 12, in connection with a shareholder’s sale of shares of Class A Common Stock pursuant to the Company’s

self-tender offer, which closed on February 7, 2025, an equivalent number of shares of Class D Common Stock held by the shareholder were

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Share-Based Compensation

Company’s stock award plans consist of:

Amended and Restated Stock Option Plan

Company maintains a long-term incentive plan, the Rumble Inc.

and Restated Stock Option Plan (the “Stock Option Plan”).

The Stock Option Plan governs the terms and conditions of the outstanding

awards previously granted under the Stock Option Plan, as well as all options to purchase Legacy Rumble Class A common shares or Legacy

Rumble Class B common shares which were converted into options to purchase shares of Class A Common Stock in connection with the business

combination (the “Business Combination”) contemplated by that certain business combination agreement, dated December 1, 2021,

by and between CF Acquisition Corp.

VI, a Delaware corporation, and Rumble Inc., a corporation formed under the laws of the Province of

Ontario Canada (“Legacy Rumble”).

of December 31, 2025, there were 58,165,382 shares of Class A Common Stock authorized and reserved for issuance under the Stock

2022 Stock Incentive Plan

2022 Stock Incentive Plan (the “Stock Incentive Plan”) was approved by the board of directors and the stockholders

of the Company, and became effective on September 16, 2022.

The Company initially reserved 27,121,733 shares of Common Stock for issuance

under the Stock Incentive Plan, subject to a ten-year evergreen feature.

of December 31, 2025, there were 40,360,468 shares of Class A Common Stock authorized and reserved for under the Stock Incentive

2024 Employee Stock Purchase Plan

2024 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) was approved by the board of directors

and the stockholders of the Company, and became effective on March 26, 2024.

The Company initially reserved 1,500,000 shares of Common

Stock for issuance under the Employee Stock Purchase Plan.

of December 31, 2025, there were 1,811,911 shares of Class A Common Stock authorized and reserved for under the Employee Stock Purchase

compensation expenses are summarized as follows:

Ended December 31,

Restricted stock units

1 unchanged sentence

Rights to contingent consideration

Restricted Stock Units

The fair value of the restricted stock

units with market conditions was determined using a Monte Carlo simulation methodology that included simulating the stock price using

a risk-neutral Geometric Brownian Motion-based pricing model.

The following table reflects the assumptions made:

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2024 and 2023

Share-Based Compensation Expense (Continued)

Restricted Stock Units

For the year ended

Employee stock purchase

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Share-Based Compensation

Expense (Continued)

fair value of the restricted stock units with market conditions was determined using a Monte Carlo simulation methodology that included

simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model.

The following table reflects the assumptions

Year Ended December 31,

$ 5.95 -$ 7.24

Risk-free interest rate

Exercise price

4.08 %- 5.03 %

Risk-free interest rate

1.00 - 2.00 years

Expected life

Dividend rate

The following table reflects the continuity

of unvested restricted stock units (“RSUs”) transactions:

Service Conditions

$ 5.95 -$ 7.24

following tables reflect the continuity of unvested restricted stock units (“RSUs”) transactions:

Outstanding, December 31, 2024

( 1,253,891 )

Forfeited/ Cancelled

Outstanding, December 31, 2025

Market Conditions

December 31, 2025, the Company modified the terms of RSU awards by accelerating vesting of all unvested RSUs for certain officers and

The Company recorded an incremental share-based compensation expense of $ 1,053,989 and $ nil for the years ended December

31, 2025 and 2024, respectively.

Outstanding, December 31, 2024

Forfeited/ Cancelled

Outstanding, December 31, 2025

As of December 31, 2024, the Company

has RSUs outstanding that have market based vesting conditions if the closing price of the Company’s Class A Common Stock is greater

than or equal to a specified price for a period of 20 trading days during any 30 trading-day period.

The following table reflects additional

information related to RSUs activity:

of December 31, 2025, the Company has outstanding RSUs that have market-based vesting conditions if the closing price of the Company’s

Class A Common Stock is greater than or equal to a specified price for a period of 20 trading days during any 30 trading-day period.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Share-Based Compensation

Expense (Continued)

Stock Units (Continued)

Outstanding, December 31, 2024

Outstanding, December 31, 2025

of December 31, 2025, the Company has determined that it is not probable that the conditions related to the performance-based restricted

stock units will be met, and therefore, the Company has not recognized the related expense in the consolidated financial statements

following table reflects additional information related to RSUs activity:

As of December 31, 2025

Service Conditions Market Conditions

Service Conditions Market

Performance Conditions

Unrecognized compensation cost $ 7,475,361 $ 311,717 $ 1,374,799

1 unchanged sentence

Grant date fair value of RSUs $ 13,620,727 $ 1,097,541 $ 1,374,799

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2024 and 2023

Share-Based Compensation Expense (Continued)

Stock Options

The fair value of the stock options

was determined using either a Black-Scholes option pricing model or a Monte Carlo simulation methodology that included simulating the

stock price using a risk-neutral Geometric Brownian Motion-based pricing model.

The following table reflects the assumptions made:

For the year ended

fair value of the stock options was determined using a Black-Scholes option pricing model.

The following table reflects the assumptions

Ended December 31,

$ 7.15 -$ 8.80

7 unchanged sentences

Expected life

6.00 - 6.25 years

5.00 - 6.25 years

Dividend rate

The following table reflects

the continuity of stock option transactions:

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Share-Based Compensation

Expense (Continued)

Options (Continued)

following tables reflect the continuity of stock option transactions:

Service Conditions

Number Weighted Average

Exercise Price Weighted

Term (in years)

Number Weighted

Outstanding, December 31, 2024 62,285,572 $ 0.80

1 unchanged sentence

Exercised ( 21,260,572 ) 0.14

Forfeited/ Cancelled ( 5,569,399 ) 5.07

Forfeited ( 283,415 ) 7.24

Cancelled ( 25,286 ) 9.25

Outstanding, December 31, 2025 43,227,838 $ 1.48 13.44

Vested and exercisable, December 31, 2025 37,865,399 $ 0.67 14.11

Performance Conditions

Number Weighted Average

Exercise Price Weighted Average

Remaining Contract

Term (in years)

the year ended December 31, 2025, the Company modified the terms of stock option awards of certain officers and directors who experienced

changes in employment, by accelerating vesting of all unvested options and/or extending the post-termination exercise period.

recorded an incremental share-based compensation expense of $ 2,805,952 and $ nil for the years ended December 31, 2025 and 2024, respectively.

Outstanding, December 31, 2024

Granted 580,139 7.13

Forfeited ( 358,249 ) 9.42

Outstanding, December 31, 2025

Vested and exercisable, December 31, 2025

The aggregate intrinsic value of stock

options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class

A Common Stock for those stock options that had exercise prices lower than the fair value of the Company’s Class A Common Stock.

As of December 31, 2024, the aggregate intrinsic value of options outstanding was $ 763,899,856 and the aggregate intrinsic value of the

options vested and exercisable was $ 731,532,991 .

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2024 and 2023

Share-Based Compensation Expense (Continued)

Stock Options (Continued)

The following table reflects additional

information related to options activity:

the year ended December 31, 2025, all outstanding performance-based stock options were forfeited without the performance conditions being

met, and therefore, the Company has not recognized the related expense in the consolidated statement of operations.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Share-Based Compensation

Expense (Continued)

Options (Continued)

aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair

value of the Company’s Class A Common Stock for those stock options that had exercise prices lower than the fair value of the Company’s

Class A Common Stock.

As of December 31, 2025, the aggregate intrinsic value of options outstanding was $ 220,190,924 and the aggregate

intrinsic value of the options vested and exercisable was $ 219,558,483 .

following table reflects additional information related to options activity:

As of December 31, 2025

Service Conditions Performance Conditions

Unrecognized compensation cost $ 18,715,459 $ -

1 unchanged sentence

Grant date fair value of options $ 1.05 $ -

As of December 31, 2024, the Company

has determined that it is not probable that the conditions related to the performance-based stock options will be met, and therefore,

the Company has not recognized the related expense in the consolidated statement of operations.

Rights to Contingent Consideration

In connection

with the acquisition of Callin as described in Note 3, the Company was required to replace unvested options, unvested series FF preferred

to Contingent Consideration

connection with the acquisition of Callin in May 2023, the Company was required to replace unvested options, unvested series FF preferred

shares, and restricted common stock held by continuing employees of Callin with a right to receive contingent consideration.

If the underlying

contingencies are met, the obligation will be satisfied by the issuance of shares of Class A Common Stock.

In addition, as described in

Note 3, two of the contingent consideration tranches are dependent on one selling shareholder providing services to the Company.

to receive contingent consideration were issued to replace unvested awards of the acquired company, the Company has allocated an amount

to consideration based on the fair value of the original award at the acquisition date.

The amount allocated is based on the period of

time vested as of the acquisition date in relation to the greater of the vesting period of the original award and the total service requirement

as per the below.

The difference between the fair value of the new award on the acquisition date and the amount allocated to consideration

is post-combination expense, as laid out below:

Allocated to consideration

Allocated to post-combination services

Total fair value of rights

Share-based compensation expense related

to the rights to contingent consideration of $ 835,712 and $ 2,478,040 was recognized in the consolidated statement of operations during

the years ended December 31, 2024 and 2023, respectively.

As discussed in Note 3, certain milestones

were met during the year ended December 31, 2024.

As a result, 145,049 shares of Class A Common Stock were issued and $ 2,284,085 of cash

was paid to settle the rights to contingent consideration.

Additionally, retention payment 2 was not met resulting in a reversal of $ 1,105,393

in share-based compensation expense.

As of December 31, 2024, there were

no unrecognized compensation cost related to rights with a service only condition.

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2024 and 2023

contingencies were met, the obligation would be satisfied by the issuance of shares of the Company’s Class A Common Stock.

two of the contingent consideration tranches were dependent on one selling shareholder providing services to the Company.

Rights to contingent

consideration that were issued to non-accredited investors were settled in cash at $ 8.92 per share.

fair value of the rights allocated to post-combination services was $ 5,941,563 .

milestones were met during the year ended December 31, 2024.

As a result, 145,049 shares of Class A Common Stock were issued and $ 2,284,085

of cash was paid to settle the rights to contingent consideration.

Additionally, retention payment 2 was not met resulting in a reversal

of $ 1,105,393 in share-based compensation expense.

compensation expense related to the rights to contingent consideration of $ nil and $ 835,712 was recognized in the consolidated statements

of operations during the years ended December 31, 2025 and 2024, respectively.

of December 31, 2025 and 2024, there was no unrecognized compensation cost related to rights with a service only condition.

Stock Purchase Plan

first offering period of the Company’s Employee Stock Purchase Plan began on January 1, 2025.

The Employee Stock Purchase Plan

allows eligible employees to purchase shares of the Company’s Class A Common Stock at a discount through payroll deductions of

up to 15 %, subject to any plan limitations.

The Employee Stock Purchase Plan provides for six-month offering periods.

The offering periods

are scheduled to start on the first trading day on or after January 1 and July 1, and end on the last trading day on or before June 30

and December 31, respectively.

Employees are able to purchase shares at 90 % of the lower of the fair market value of the Company’s

Class A Common Stock on the first or last trading day of the offering period.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Share-Based Compensation

Expense (Continued)

Stock Purchase Plan (Continued)

fair value of the shares granted under the Employee Stock Purchase Plan was determined using the Black-Scholes option pricing model.

The following table reflects the assumptions made:

Ended December 31,

$ 9.16 -$ 12.40

Exercise price

4.25 %- 4.29 %

Risk-free interest rate

Expected life

Dividend rate

$ 9.16 -$ 12.40

of December 31, 2025, the Company’s employees purchased 24,107 shares of Class A Common Stock under the Employee Stock Purchase

Loss per Share

7 unchanged sentences

securities (i.e., non-economic shares) and therefore, have been excluded from the calculation of weighted-average number of shares outstanding.

Diluted loss per share is computed

giving effect to all potentially dilutive shares.

Diluted loss per share for all periods presented is the same as basic loss per share

as the inclusion of potentially issuable shares would be antidilutive.

loss per share is computed giving effect to all potentially dilutive shares.

Diluted loss per share for all periods presented is the

same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive.

Commitments and Contingencies

The Company has non-cancelable contractual

commitments of approximately $ 37 million as of December 31, 2024, which are primarily related to programming and content, leases, and

other service arrangements.

The majority of commitments will be paid over two years commencing in 2025.

Legal Proceedings

In the normal course of business, to

facilitate transactions in services and products, the Company indemnifies certain parties.

The Company has agreed to hold certain parties

harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims

made against certain parties.

Several of these agreements limit the time within which an indemnification claim can be made and the amount

of the claim.

In addition, the Company has entered into indemnification agreements with its officers and directors, and its bylaws contain

similar indemnification obligations to its agents.

Furthermore, many of the Company’s

agreements with its customers and partners require the Company to indemnify them for certain intellectual property infringement claims

against them, which would increase costs as a result of defending such claims, and may require that we pay significant damages if there

were an adverse ruling in any such claims.

Customers and partners may discontinue the use of the Company’s services and technologies

as a result of injunctions or otherwise, which could result in loss of revenues and adversely impact the business.

It is not possible to make a reasonable

estimate of the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in

each particular agreement.

As of December 31, 2024 and 2023, there were no material indemnification claims that were probable or reasonably

As of December 31, 2024, Rumble was

defending a lawsuit against the Company and one of its shareholders seeking a variety of relief including rescission of a share redemption

sale agreement with the Company or damages alleged to be worth $ 419.0 million.

The Company is defending the claims

and considers that the likelihood that it will be required to make a payment to plaintiffs to be remote.

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2024 and 2023

- Acquisition of Northern Data AG (“Northern Data”)

November 10, 2025, the Company signed a business combination agreement with Northern Data, a German stock corporation (Aktiengesellschaft)

incorporated under the laws of Germany.

Subject to the terms and conditions of the agreement, the Company will submit a voluntary public

exchange offer to all shareholders of Northern Data.

Each Northern Data shareholder that tenders will receive 2.0281 shares of the Company’s

newly issued Class A Common Stock in exchange for each Northern Data share (the “Exchange Ratio”) (with customary settlement

mechanisms for fractional shares).

Investments, S.A.

De C.V, an affiliate of a significant shareholder of the Company, along with shareholders affiliated with Northern

Data’s co-CEO and another shareholder, collectively representing 72 % of the outstanding shares of Northern Data, have committed

to exchange their Northern Data shares at the same Exchange Ratio that applies to the exchange offer, contemporaneously with the closing

of the exchange offer.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Commitments and Contingencies

acceptance period is expected to commence in the second quarter of 2026, and the transaction is expected to close in the second quarter

of 2026, subject to satisfaction of closing conditions and regulatory approvals.

In addition to the business combination,

the Company has entered into a GPU agreement with Tether, subject to closing and regulatory approvals, representing an initial commitment

by Tether to purchase up to $ 150 million of GPU services over a two-year period following the closing of our voluntary public exchange

offer for Northern Data.

The Company also announced a $ 100 million

advertising commitment from Tether, representing $ 50 million per year over a two-year period beginning February 15, 2026.

This commitment

is not contingent upon the completion of the business combination.

Company has non-cancelable contractual commitments of approximately $ 52 million as of December 31, 2025, which are primarily related

to programming and content, leases, and other service arrangements.

The majority of commitments will be paid over three years commencing

the normal course of business, to facilitate transactions in services and products, the Company indemnifies certain parties.

has agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual

property infringement or other claims made against certain parties.

Several of these agreements limit the time within which an indemnification

claim can be made and the amount of the claim.

In addition, the Company has entered into indemnification agreements with its officers

and directors, and its bylaws contain similar indemnification obligations to its agents.

many of the Company’s agreements with its customers and partners require the Company to indemnify them for certain intellectual

property infringement claims against them, which would increase costs as a result of defending such claims, and may require that we pay

significant damages if there were an adverse ruling in any such claims.

Customers and partners may discontinue the use of the Company’s

services and technologies as a result of injunctions or otherwise, which could result in loss of revenues and adversely impact the business.

is not possible to make a reasonable estimate of the maximum potential amount under these indemnification agreements due to the unique

facts and circumstances involved in each particular agreement.

As of December 31, 2025 and 2024, there were no material indemnification

claims that were probable or reasonably possible.

of December 31, 2025, Rumble was defending a lawsuit against the Company and one of its shareholders seeking a variety of relief including

rescission of a share redemption sale agreement with the Company or damages alleged to be worth $ 419.0 million.

Company is defending the claims and considers that the likelihood that it will be required to make a payment to plaintiffs to be remote.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Fair Value Measurements

The following table summarizes the liabilities

measured at fair value on a recurring basis:

Warrant Liability

Marketable Securities

Derivative Liability

Contingent Consideration

following table summarizes the assets and liabilities measured at fair value on a recurring basis:

December 31, 2024

$ 184,699,998

Purchase of digital assets

Change in fair value

( 24,781,975 )

( 9,700,000 )

Settlement of derivative

( 174,999,998 )

December 31, 2025

Consideration

December 31, 2023

Settlement by issuance of shares

2 unchanged sentences

( 1,334,516 )

Reclassification to accounts payable and accrued liabilities

Reclassification to accounts payable

and accrued liabilities

Sales and maturities of marketable securities

5 unchanged sentences

$ 184,699,998

Warrant Liability

Marketable Securities

Contingent Consideration

December 31, 2022

Recognized in the Callin acquisition

Change in fair value

( 2,365,895 )

( 1,922,381 )

December 31, 2023

Warrant liability

consists of warrants issued by the Company in public offerings, private placements, and forward purchase contracts.

assets arose from our Bitcoin investment.

Change in fair value of digital assets reflect gains or losses arising from the remeasurement

of our bitcoin investment based on an exchanged quoted price.

Refer to Note 5.

liability consists of warrants issued by the Company in public offerings, private placements, and forward purchase contracts.

As of December

2024 and 2023, the number of warrants outstanding was 8,046,076 and 8,050,000 , respectively, with a weighted-average exercise price of

31, 2025 and 2024, the number of warrants outstanding was 8,046,045 and 8,046,076 , respectively, with a weighted-average exercise price

The warrants are exercisable and will expire on September 16, 2027, or earlier upon redemption or liquidation.

All warrants are

publicly traded.

Derivative liability

The derivative liability relates to the net new shares from the Tether

are publicly traded.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Fair Value Measurements

derivative liability relates to the net new shares from the Tether transaction.

Refer to Note 12.

The derivative has been valued using the Monte Carlo simulation methodology that included simulating the

stock price using a risk-neutral Geometric Brownian Motion-based pricing model.

As of the settlement date on February

7, 2025, the fair value of the derivative was $ 174,999,998 , determined as the difference between the value of the net new shares based

on the settlement date share price of $ 12.75 and the forward price of $ 7.50 .

December 2024, the derivative has been valued using the Monte Carlo simulation methodology that included simulating the stock price using

a risk-neutral Geometric Brownian Motion-based pricing model.

The key inputs used in the model include:

Valuation Date

Number of shares

2 unchanged sentences

Expected volatility

Contingent consideration

The contingent consideration liability

arose in May 2023 from the Callin acquisition.

Refer to Note 3.

The increase in fair value during the year is attributable to changes

in the Company’s stock price and the increased probability of each contingency being met.

On May 15, 2024, the contingent consideration

liability was derecognized.

One of the contingent payments was settled through the issuance of shares and the remaining contingent payment

was reclassified to equity and accounts payable.

Notes to the Consolidated Financial Statements

(Expressed in

For the years ended December 31, 2024 and 2023

Credit and Concentration Risks

Credit risk is the risk that one party

to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation.

The Company is exposed

to credit risk resulting from the possibility that a customer or counterparty to a financial instrument defaults on their financial obligations

or if there is a concentration of transactions carried out with the same counterparty.

Financial instruments that potentially subject

the Company to concentrations of credit risk include cash, cash equivalents, marketable securities and accounts receivable.

The Company’s cash, cash equivalents,

and marketable securities are held in reputable banks in its country of domicile and management believes the risk of loss to be remote.

We maintain cash balances that exceed the insured limits by the Federal Deposit Insurance Corporation and the Canada Deposit Insurance

The Company is exposed to credit risk

in the event of default by its customers.

Accounts receivables are recorded at the invoiced amount, do not bear interest, and do not

require collateral.

For the years ended December 31, 2024 and 2023, one customer accounted for $ 14,927,000 and $ 36,973,000 or 16 % and

46 % of revenue, respectively.

As of December 31, 2024, no single customer represented 10% or more of total accounts receivable.

December 31, 2023, one customer accounted for 35 % of accounts receivable.

consideration

contingent consideration liability arose in May 2023 from the Callin acquisition.

The increase in fair value during the year is attributable

to changes in the Company’s stock price and the increased probability of each contingency being met.

On May 15, 2024, the contingent

consideration liability was derecognized.

One of the contingent payments was settled through the issuance of shares and the remaining

contingent payment was reclassified to equity and accounts payable.

Credit and Concentration

risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an

The Company is exposed to credit risk resulting from the possibility that a customer or counterparty to a financial instrument

defaults on their financial obligations or if there is a concentration of transactions carried out with the same counterparty.

instruments that potentially subject the Company to concentrations of credit risk include cash, cash equivalents, and accounts receivable.

Company’s cash and cash equivalents are held in reputable banks in its country of domicile and management believes the risk of

loss to be remote.

We maintain cash balances that exceed the insured limits by the Federal Deposit Insurance Corporation and the Canada

Deposit Insurance Corporation.

Company is exposed to credit risk in the event of default by its customers.

Accounts receivables are recorded at the invoiced amount,

do not bear interest, and do not require collateral.

For the year ended December 31, 2025, no single customer represented 10% or more

of the Company’s total revenue.

For the year ended December 31, 2024 one customer accounted for $ 14,927,000 or 16 % of revenue.

As of December 31, 2025 and 2024, no single customer represented 10% or more of total accounts receivable.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Related Party Transactions

The Company’s related parties

include directors, shareholders and key management.

Compensation to related parties

totaled $ 14,063,586 and $ 13,008,425 for the years ended December 31, 2024 and 2023, respectively.

Of the total compensation, the

Company paid share-based compensation to key management amounting to $ 9,837,559 and $ 8,046,363 for the years ended December

Company’s related parties include directors, shareholders and key management.

The Company is party to a secondment

arrangement under which certain members of key management personnel are assigned to perform services for a subsidiary.

In connection

with this arrangement, the Company paid payroll taxes of $ 902,988 and $ 727,903 on behalf of these key management personnel during the

years ended December 31, 2025 and 2024, respectively.

These amounts are recoverable from the individuals upon their receipt of a corresponding

refund from the applicable tax authority.

As of December 31, 2025 and 2024, accounts receivable from key management personnel were $ 1,630,891

and $ 727,903 , respectively.

As of December 31, 2024 and 2023, accounts receivable from key management personnel were $ 727,903 and

$ nil , respectively.

The Company has a vendor relationship

with Cosmic Inc.

and Kosmik Development Skopje doo (“Cosmic”) to provide content moderation and software development services.

The Company has a customer relationship

with Tether Operations S.A.

de C.V., an affiliate of a significant shareholder of the Company.

The Company recognized revenue of $ 987,500

and $ nil for the years ended December 31, 2025 and 2024, respectively.

discussed in Note 16, the Company signed a business combination agreement with Northern Data that, upon close, will result in Northern

Data becoming a majority-owned subsidiary of the Company.

Tether Investments, S.A.

DE C.V (“Tether”) , an affiliate of a

significant shareholder of the Company, owns more than 50 % of the voting shares of Northern Data.

Company entered into a transaction support agreement with Tether to ensure that all of the shares of Northern Data owned by Tether as

of immediately prior to the closing of the voluntary public exchange offer ( 41,887,766 shares as of the date of the business combination

agreement between the Company and Northern Data) will be exchanged pursuant to such voluntary public exchange offer to all shareholders

of Northern Data.

the same time, the Company entered into a GPU agreement with Tether whereby Tether will purchase up to $ 150 million of GPU services over

a two-year period commencing once the business combination with Northern Data closes.

from the agreements above related to the business combination with Northern Data, the Company entered into an advertising and marketing

services agreement with Tether to provide advertising services of $ 50 million per year over a two-year period commencing February 16,

The Company is the licensee under a limited-use license agreement with

a significant shareholder under which it is provided, for nil consideration, certain source code that is used in operations.

Company has a vendor relationship with Cosmic Inc.

and Kosmik Development Skopje doo (“Cosmic”) to provide content moderation

and software development services.

Cosmic is controlled by Mr.

Pavlovski and Mr.

Milnes, each of whom holds a significant number of Rumble shares.

The Company incurred related

party expenses for these services of $ 3,382,267 and $ 2,849,600 during the year ended December 31, 2024 and 2023, respectively.

payable and accrued liabilities for personnel services was $ 249,545 and $ 276,018 as of December 31, 2024 and 2023, respectively.

As discussed in Note 11, on December 20, 2024 the Company entered into

support agreements with related parties to ensure that 70,000,000 shares of Class A Common Stock would be tendered and available for purchase

if there were insufficient shares tendered by the public to satisfy the tender requirements in the Tether Agreement.

There were no other related party transactions

during these periods.

Notes to the Consolidated Financial

For the years ended December 31, 2024 and 2023

Segment and Geographic Information

The Company operates as one operating segment.

The Company’s

chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on a consolidated

basis to make decisions regarding how to allocate resources and assess performance.

The CODM assesses performance and decides how to allocate

resources based on net loss and is reported on the consolidated statements of operations as consolidated net loss.

The CODM does not evaluate

operating segments using asset information.

The following presents selected

financial information with respect to the Company’s single operating segment:

For the year ended

Programming and content

$ 120,071,966

Milnes, each of whom holds a significant number of Rumble

The Company incurred related party expenses for these services of $ 3,295,613 and $ 3,382,267 during the years ended December 31,

2025 and 2024, respectively.

Accounts payable and accrued liabilities for personnel services were $ 300,694 and $ 249,545 as of December

31, 2025 and 2024, respectively.

discussed in Note 12, on December 20, 2024, the Company entered into support agreements with related parties to ensure that 70,000,000 shares

of Class A Common Stock would be tendered and available for purchase if there were insufficient shares tendered by the public to satisfy

the tender requirements in the Tether Agreement.

On February 7, 2025, the Company repurchased 69,938,983 shares of Class A

Common Stock from related parties with whom it had executed tender and support agreements for $ 7.50 per share.

were no other related party transactions during these periods.

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Segment and Geographic

Company operates as one operating segment.

The Company’s chief operating decision maker (“CODM”) is its chief executive

officer , who reviews financial information presented on a consolidated basis to make decisions regarding how to allocate resources and

assess performance .

The CODM assesses performance and decides how to allocate resources based on net loss and is reported on the consolidated

statements of operations as consolidated net loss.

Net loss is used to monitor budget versus actual results in an effort to refine forecasts,

control costs, and pricing strategies.

The CODM does not evaluate operating segments using asset information.

following presents selected financial information with respect to the Company’s single operating segment:

Ended December 31,

$ 100,622,320

Other cost of services

General and administrative

Research and development

Sales and marketing

Acquisition-related transaction costs

Amortization and depreciation

Changes in fair value of contingent consideration

$ 120,071,966

Total expenses

Loss from operations

cost of services

and administrative

and development

and marketing

Acquisition-related

transaction costs

and depreciation

in fair value of digital assets

in fair value of contingent consideration

from operations

( 126,653,605 )

( 130,853,571 )

Interest income

Other expense

Changes in fair value of warrant liability

in fair value of warrant liability

( 32,694,697 )

Changes in fair value of derivative

in fair value of derivative

( 184,699,998 )

Loss before income taxes

before income taxes

( 81,763,134 )

( 340,371,794 )

Income tax benefit

tax (expense) benefit

$ ( 81,830,362 )

$ ( 338,362,779 )

Notes to the Consolidated Financial

For the years ended December 31, 2024 and 2023

Segment and Geographic Information (Continued)

The following presents revenue

by geographic region:

For the year ended

to the Consolidated Financial Statements

the years ended December 31, 2025 and 2024

Segment and Geographic

Information (Continued)

following presents revenue by geographic region:

Ended December 31,

United States

The Company tracks assets by physical

Long-lived assets consists of property and equipment, net, and are shown below:

As of December 31,

$ 100,622,320

Company tracks assets by physical location.

Long-lived assets consist of property and equipment, net, and right-of-use assets, net, as

of December 31,

United States

Subsequent Events

As previously announced in November 2024,

the Company’s Board of Directors has approved a corporate treasury diversification strategy of allocating a portion of the Company’s

cash reserves to Bitcoin.

This move emphasizes Rumble's belief in Bitcoin as a valuable tool for strategic planning and is designed to

accelerate the Company's expansion into cryptocurrency.

Rumble's Bitcoin allocation strategy will include purchases, at the discretion

of the company, of up to $ 20 million.

Subsequent to year end, the Company has purchased approximately $ 17 million in Bitcoin.

On January 3, 2025, as required by the Tether Arrangement discussed in Note 11, the Company commenced a self-tender

offer to purchase up to 70,000,000 of its issued and outstanding shares of Class A Common Stock.

On February 7, 2025, the Company closed

its strategic investment with from Tether by issuing 103,333,333 shares of Class A Common Stock at a price of $ 7.50 per share to Tether

for $ 775 million in gross proceeds, and on the same date, repurchasing 70,000,000 shares of Class A Common Stock under the self-tender,

totaling $ 525 million, excluding fees and expenses related to the tender, resulting in a net new issuance of 33,333,333 shares of Class

A Common Stock.

Of the 70,000,000 shares of Class A Common Stock repurchased, 69,938,983 were tendered by related parties with whom the

Company had executed support agreements.

To satisfy the conditions under the support agreements, 20,783,200 vested stock options were

exercised for $ 1,395,932 and 41,463,151 shares of Class C Common Stock (and its corresponding ExchangeCo Share) were exchanged for Class

A Common Stock.

In accordance with ASC 855, the

Company’s management reviewed all material events through March 5, 2026, and there were no material subsequent events other than

those disclosed above.

Changes in and Disagreements With Accountants on Accounting

and Financial Disclosure

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data