United States
Securities and Exchange Commission
Washington, D. C. 20549

Form 10-K

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended: December 31, ~~2024~~ 2025

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number 001-40079

Rumble Inc.

(Exact name of registrant as specified in its charter)

Delaware		8580-~~1087461~~0984597
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

444 Gulf of Mexico Dr Longboat Key, FL		34228
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (941) 210-0196

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	RUM	The Nasdaq Global Market
Warrants to purchase one share of Class A common stock	RUMBW	The Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐	Emerging growth company	☒
Non-accelerated filer	☒	Smaller reporting company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of Class A common stock, par value $0.0001 per share, held by non-affiliates of the registrant, computed by reference to the closing price as of June 30, ~~2024~~ 2025 was approximately $~~468~~1,725.5 million.

As of March 201, ~~2025~~2026, the registrant had issued and outstanding (i) ~~214~~215,~~817~~749,~~093~~009 shares of Class A common stock, par value $0.0001 per share, (ii) 123,690,477 shares of Class C common stock, par value $0.0001 per share, and (iii) 95,791,120 shares of Class D common stock, par value $0.0001 per share.

Rumble Inc. Annual Report on Form 10-K for the Year Ended December 31, ~~2024~~2025

Part I		1
Item 1.	Business	1
Item 1A.	Risk Factors.	78
Item 1B.	Unresolved Staff Comments	3545
Item 2.	Properties	3746
Item 3.	Legal Proceedings	3747
Item 4.	Mine Safety Disclosures	3848
Part II		3949
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3949
Item 6.	[Reserved]	4050
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4050
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5263
Item 8.	Financial Statements and Supplementary Data	5364
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	5465
Item 9A.	Controls and Procedures	5465
Item 9B.	Other Information	5566
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	5566
Part III		5667
Item 10.	Directors, Executive Officers and Corporate Governance	5667
Item 11.	Executive Compensation	6167
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	67
Item 13.	Certain Relationships and Related Transactions, and Director Independence	7167
Item 14.	Principal Accountant Fees and Services	7267
Part IV		7468
Item 16.	Form 10-K Summary	7768
Signatures		7872

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K (this “Form 10-K”) contains forward-looking statements regarding, among other things, our plans, strategies and prospects, both business and financial. These statements are based on the beliefs and assumptions of our management. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot provide assurance that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Investors should read statements that contain these words carefully because they discuss future expectations, contain projects of future results of operations or financial condition; or state other “forward-looking” information. Forward-looking statements are based on information available as of the date of this Form 10-K and may involve significant judgments and assumptions, known and unknown risks and uncertainties and other factors, many of which are outside our control. There may be events in the future that management is not able to predict accurately or over which we have no control. We do not undertake any obligation to update to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable laws. The risk factors and cautionary language contained in this Form 10-K provide examples of risks, uncertainties, and events that may cause actual results to differ materially from the expectations described in such forward-looking statements, including among other things:

●

our ability to grow and manage future growth profitably over time, maintain relationships with customers, compete within our industry and retain key employees;

●

the possibility that we may be adversely impacted by economic, business, and/or competitive factors;

●

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

● we may not grow or maintain our ~~recent~~active ~~and~~user ~~rapid~~base, ~~growth~~and may not be ~~indicative~~able ofto ~~future~~achieve ~~performance~~or maintain profitability;

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

●

risks relating to our ability to attract new advertisers, or the potential loss of existing advertisers or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets;

● our cloud business may not achieve ~~success,~~the ~~and~~intended results, aswhich acould ~~result,~~adversely affect our ~~business, financial~~ condition and results of operations ~~could be adversely affected~~;

●

negative media campaigns may adversely impact our financial performance, results of operations, and relationships with our business partners, including content creators and advertisers;

● spam ~~activity~~activities, including inauthentic and fraudulent user ~~activity~~activities, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators;

●

the operation of our non-custodial crypto wallet exposes us to significant regulatory, operational, security, and market risks that could adversely affect our business, financial condition, results of operations, and reputation;

●

we collect, store, and process large amounts of user video content and personal information of our users and subscribers. If our security measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face governmental investigations and legal claims from users and subscribers;

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

●

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

● our cloud services business operates in a highly regulated environment, subject to a complex and rapidly evolving array of domestic and international laws, regulations, and industry standards governing data privacy, cybersecurity, data localization, ~~and~~ cross-border data transfers, and emerging technologies such as artificial intelligence;

●

we are subject to cybersecurity risks and interruptions or failures in our information technology systems and as we grow and gain recognition, we will likely need to expend additional resources to enhance our protection from such risks. Notwithstanding our efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss;

●

we may be found to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations;

●

we may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of Section 230 of the Communications Decency Act of 1996 (“Section 230”);

● user-generated content could affect the quality of our services and deter existing or potential users from using our platforms, and we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content ~~violated~~violates any law;

●

paid endorsements by our content creators may expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely affect our business, financial condition and results of operations;

●

our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control;

●

our business depends on continued and unimpeded access to our content and services on the internet. If we or those who engage with our content experience disruptions in internet service, or if internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers;

●

we face significant market competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could be harmed;

●

we rely on data from third parties to calculate certain of our performance metrics. Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business;

●

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

iii

●

we derive the majority of our revenue from advertising. The failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets would adversely affect our business;

●

we depend on third-party vendors, including internet service providers, advertising networks, and data centers, to provide core services;

iii

●

hosting and delivery costs may increase unexpectedly;

●

we have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity;

●

we may be unable to develop or maintain effective internal controls;

● wepotential ~~have~~diversion ~~identified~~of ~~material~~management’s ~~weaknesses~~attention inand ~~our~~consumption ~~internal~~of ~~control~~resources ~~over~~as ~~financial~~a ~~reporting~~result asof acquisitions of ~~December~~other 31companies, ~~2024.~~including Ifthe weproposed ~~are~~business ~~unable~~combination to(the ~~remediate~~“ND ~~these~~Business ~~material~~Combination”) ~~weaknesses~~with Northern Data AG, wea ~~may~~German ~~not~~stock becorporation ~~able~~(Aktiengesellschaft) toincorporated ~~accurately~~under orthe ~~timely~~laws ~~report~~of ~~our~~Germany ~~financial~~(“Northern ~~condition~~Data”) orand ~~results~~success in integrating and otherwise achieving the benefits of ~~operations~~recent and potential acquisitions;

● ~~potential~~we ~~diversion~~may offail ~~management’s~~to ~~attention~~consummate ~~and~~the ~~consumption~~ND ofBusiness ~~resources~~Combination asor afail ~~result~~to ofrealize ~~acquisitions~~the ofanticipated ~~other~~strategic ~~companies~~ and ~~success~~financial inbenefits ~~integrating~~sought ~~and~~from ~~otherwise achieving~~ the ~~benefits~~ND ofBusiness ~~recent and potential acquisitions~~Combination;

●

we may fail to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

●

changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new tax legislation, or exposure to additional tax liabilities may adversely impact our financial results;

●

compliance obligations imposed by new privacy laws, laws regulating online video sharing platforms, other online platforms, and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business; and

●

other risks and uncertainties indicated in this Form 10-K, including those under “Item 1A. Risk Factors” herein, and other filings that we have made or will make with the Securities and Exchange Commission (the “SEC”).

Part I

Item 1. Business

Overview

Unless the section herein specifies otherwise, references to the “Company,” “we,” “us” or “our” are to, (a) prior to the consummation of the business combination (the “CF Business Combination”) contemplated by that certain business combination agreement, dated December 1, 2021 (as amended, the “CF Business Combination Agreement”), by and between CF Acquisition Corp. VI, a Delaware corporation (“CF VI”), and Rumble Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Legacy Rumble”), either (i) CF VI or (ii) Legacy Rumble, as the context may require, and (b) following the closing of the CF Business Combination, Rumble Inc., a Delaware corporation. Unless the section herein specifies otherwise, references to “Rumble” are to (x) prior to the closing of the CF Business Combination, Legacy Rumble and (y) following the closing of the CF Business Combination, Rumble Inc., a Delaware corporation. References to “ExchangeCo” are to 1000045728 Ontario Inc., a corporation formed under the laws of the Province of Ontario, Canada, and an indirect, wholly owned subsidiary of Rumble, and references to “ExchangeCo Shares” are to the exchangeable shares of ExchangeCo.

Our Story

Rumble was founded in 2013, when the concept of ‘preferencing’ on the internet was simple – it was big vs. small. At that time, it was clear that the incumbent social video platforms were beginning to preference large creators, influencers, and brands, while leaving the small creator behind and thus, creating a market opportunity. AtThe ~~that~~Company ~~time, Rumble~~ was founded based on the premise of providing small creators with the tools and distribution that they needed to succeed.

Fast forward to 2020, when a new, and much more nuanced ~~world~~form of ‘preferencing’ was evolving online, ~~which~~including ~~included~~ sophisticated algorithms used by the incumbents for amplification and censorship. In contrast, Rumble never moved the goal posts on its content policies. This consistency and transparency, along with tailwinds from the 2020 U.S. election season, led to dramatic growth in Rumble’s user base from 1.2 million monthly active users (“MAUs”) in Q2 2020 to 21 million MAUs in Q4 2020.

~~Soon after~~Subsequently, the preferencing and censorship enforced by the incumbent platforms continued to expand into many other content areas, including the crypto-finance community and pop culture. As a result, more creators and their audiences found a new home on Rumble. These ~~have included~~ top creators, such as Dan Bongino, Russell Brand, Kim Iversen, Dave Rubin, Kimberly Guilfoyle, ~~Glenn~~Matt ~~Greenwald~~Kohrs, ~~Matt~~Barstool ~~Kohrs~~Sports, and Dana White, just to name a few. As a result, ~~our~~ Rumble’s user base has ~~more~~grown ~~than tripled in four years, growing from 21 million MAUs (UA) in Q4 2020~~ to 6852 million MAUs (GA4) inas of Q4 ~~2024~~2025. We have also ~~started~~begun tothe ~~focus~~initial onphases of monetizing our user base, with our Average Revenue Per User (“ARPU”) ~~increasing~~ ~~from~~reaching $0.2846 inas Q4of ~~2023 to $0.39 in~~ Q4 ~~2024~~2025. (For further discussion of our key performance indicators, including definitions and explanations of the ways that management uses these metrics in managing the performance of the business, please refer to the section titled “Key Business Metrics” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”)

During this period of accelerated growth, Rumble announced a business combination with CF VI, a special purpose acquisition company, on December 1, 2021. The ~~Business~~CF Business Combination was successfully completed on September 16, 2022, and our Class A common stock, par value $0.0001 per share (“Class A Common Stock,” and shares of such stock, “Class A Common Shares”) began trading on The Nasdaq Global Market (“Nasdaq”) under the symbol RUM. The CF Business Combination and related PIPE investment provided Rumble with gross proceeds of approximately $400 million, before transaction expenses. This capital infusion has helped Rumble compete with its big tech and other incumbent competitors. Ultimately, 99.9% of CF VI shareholders elected not to redeem their shares, which we believe was a strong expression of support for Rumble’s mission, its growth story and its future potential.

With this capital in place, Rumble set out to execute on a growth strategy with the following four key tenets: 1(i) invest in content to grow and diversify the content library and user base; 2(ii) build Rumble Advertising Center, an in-house advertising marketplace and network; 3 (iii) create the infrastructure to support the Rumble video platform and future Rumble Cloud go-to-market needs; and 4(iv) hire across the organization to support domestic and future international growth.

In furtherance of Rumble’s strategy, in February 2025, the Company ~~recently~~ closed a strategic investment from Tether Investments S.A. de C.V. (as successor in interest to ~~Tether~~ Tether Investments Limited) (“Tether”), the largest company in the digital assets industry and the issuer of the most widely adopted ~~used~~ dollar stablecoin ~~across~~ ~~the world with more than 400 million users~~globally. Pursuant to the transaction, ~~which closed on February 7, 2025,~~ Tether purchased 103,333,333 shares of Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to Rumble. The Company has and will use $250 million of the proceeds, after transaction expenses, to support growth initiatives. As part of the closing of the transaction, the Company also completed its ~~previously announced~~ tender offer, pursuant to which the Company purchased 70,000,000 shares of Class A Common Stock for $525 million, excluding fees and expenses related to the tender offer. Rumble’s existing ~~Board~~board of ~~Directors~~directors (“Board”) and governance structure, including Chris Pavlovski’s super-majority voting control, remains unchanged following the transaction.

~~Our~~In November 2025, Rumble signed ~~Portfolio~~a business combination agreement with Northern Data AG (ETR: NB2), (“Northern Data”) a leader in AI and high-performance-computing (HPC) infrastructure. Under the agreement, Rumble will submit a voluntary public exchange offer to all shareholders of Northern Data. The transaction is designed to bolster Rumble Cloud’s portfolio with the addition of approximately 22,400 Nvidia GPUs and a globally distributed network of energized data center locations. Strategically, the transaction marks a transformational step in Rumble’s vision of a Freedom-First technology platform, a new way forward for tech rooted in freedom, privacy, independence and resilience. The business combination is expected to close in the second quarter of 2026.

~~Rumble~~Our ~~consists of two business units: Rumble Services and Rumble Cloud.~~Portfolio

1)Rumble consists of two business units: Rumble Services: and Rumble Cloud.

●1) Rumble ~~Video~~Services: ~~a video sharing platform enabled by Rumble.com and its associated mobile and connected TV applications;~~

● Rumble ~~Streaming Marketplace~~Video: a ~~multi-platform~~free ~~livestreaming~~ and ~~monetization~~subscription-based ~~service~~video ~~for~~sharing ~~creators~~platform enabled by Rumble.com ~~Studio~~and its associated mobile and connected TV applications;

● Rumble ~~Advertising Center~~Studio: ana inmulti-~~house~~platform ~~advertising~~livestreaming ~~marketplace~~ and ~~network~~monetization service for creators enabled by Rumble ~~Advertising Center (“RAC”)~~Studio;

2)● Rumble ~~Cloud~~Advertising Center: an in-house advertising marketplace and network enabled by Rumble Advertising Center (“RAC”);

● Rumble ~~Cloud~~Wallet: ana ~~infrastructure~~non-custodial ascrypto awallet ~~service~~integrated ~~(IaaS)~~directly ~~offering~~into ~~consisting~~the ofRumble platform that supports USAT, a ~~portfolio~~U.S.-regulated, ofdollar-backed ~~compute~~stablecoin, ~~storage~~Tether (USDT), ~~security~~Tether Gold (XAUt), and ~~networking~~Bitcoin ~~offerings~~(BTC), enabling audiences to tip creators natively in crypto.

2) Rumble ~~Services~~ Cloud:

~~Vision~~● Rumble Cloud: an infrastructure as a service (IaaS) offering consisting of a portfolio of compute, ~~Products~~ storage, security, and ~~Differentiation~~networking offerings. Upon closing the business combination with Northern Data, Rumble plans to augment its cloud business with an AI infrastructure offering consisting of GPU as a service (GPUaaS) and data center services.

Rumble ~~Services~~ ~~consists of three core businesses: Rumble Video, Rumble Streaming Marketplace and RAC. The collective vision of Rumble~~ Services is to provide creators with the best monetization toolkit on the internet. To fulfill this vision, our product roadmap is focused on the progressive integration of these businesses and underlying products into to a single seamlessly integrated platform, which has the potential to unlock a variety of differentiated feature sets to users, creators, advertisers, and publishers.

~~Rumble Video is enabled primarily through our flagship product~~Vision, ~~Rumble.com,~~Products ~~a free-to-use video sharing~~ and livestreaming platform on which users can watch, share, like, comment, and upload videos. Users can follow channels to stay in touch with creators and access video on-demand (“VOD”) and live content streamed by creators. In addition, Rumble Video also offers two types of subscription services: 1) Rumble Premium – a “no ads” experience with access to certain exclusive content, and 2) Locals.com, where users can access certain free content and purchase subscriptions to support creators and access exclusive content in creator communities. Both platforms, Rumble.com and Locals.com, are available via desktop and mobile web, iOS and Android mobile applications (“apps”), as well as connected TV apps including Roku, Apple TV, Amazon Fire TV, LG, Samsung, and Android TV. In aggregate, Rumble Video provides a platform for creators to benefit from our growing advertising business and revenue share model.Differentiation

Rumble Services consists of ~~Streaming~~four ~~Marketplace~~core isbusinesses: ~~enabled~~Rumble byVideo, Rumble Studio, aRumble ~~new~~Wallet, ~~patent-pending~~and ~~application~~RAC. ~~designed~~The tocollective ~~enable~~vision ~~a first-~~of~~-its-kind~~ ~~livestreaming and~~Rumble ~~monetization~~Services ~~service~~is ~~for~~to ~~creators.~~provide ~~Using Rumble Studio,~~ creators with ~~can~~the ~~establish~~best amonetization ~~variety~~toolkit ofon ~~custom~~the ~~settings~~internet. ~~for~~To ~~their~~fulfill ~~livestream, set~~this upvision, ~~go-live~~our ~~and~~product ~~control~~roadmap ~~their~~is ~~livestream~~focused ~~across~~on ~~multiple~~the ~~social~~progressive ~~platforms,~~integration of ~~while~~these ~~also~~businesses ~~benefiting~~and ~~from~~underlying aproducts ~~variety~~into ofto ~~custom~~a ~~and~~single ~~programmatic monetization~~seamlessly ~~opportunities~~integrated platform, ~~including~~which ~~host-read~~has ~~ads~~the ~~and~~potential ~~sponsorships.~~to ~~Rumble~~unlock ~~Studio~~a isvariety of ~~currently~~differentiated ~~available~~feature ~~via~~sets ~~desktop~~for ~~and~~users, ~~mobile~~creators, ~~web~~advertisers, as ~~well as iOS~~ and ~~Android mobile applications~~publishers.

2Rumble Video is enabled primarily through our flagship product, Rumble.com, a free-to-use video sharing and livestreaming platform on which users can watch, share, like, comment, and upload videos. Users can follow channels to stay in touch with creators and access video on-demand (“VOD”) and live content streamed by creators. In addition, Rumble Video also offers two types of subscription services: (i) Rumble Premium – a “no ads” experience with access to certain exclusive content, and (ii) Locals.com, where users can access certain free content and purchase subscriptions to support creators and access exclusive content in creator communities. Both platforms, Rumble.com and Locals.com, are available via desktop and mobile web, iOS and Android mobile applications (“apps”), as well as connected TV apps including but not limited to Roku, Apple TV, Amazon Fire TV, LG, Samsung, and Android TV. In aggregate, Rumble Video provides a platform for creators to benefit from our growing advertising business and revenue share model.

Rumble Advertising Center is our proprietary advertising marketplace and network designed to facilitate transactions for advertisers seeking to access Rumble.com traffic and also traffic from other publishers in the RAC network. Within the platform, RAC offers a unique set of advertising opportunities for advertisers, including traditional display and pre-roll/mid-roll video advertising in addition to creator sponsorships.2

~~The~~Rumble Studio is a new, patent-pending ~~continued~~application ~~scale~~designed ~~and~~to ~~integration~~enable a first-of-its-kind ~~the~~livestreaming ~~Rumble~~and ~~Video,~~monetization service for creators. Using Rumble Studio, creators can establish a variety of custom settings for their livestream, set up, go-live and ~~RAC~~control their livestream across multiple social platforms, while ~~will~~also ~~bring~~benefiting from a ~~truly~~variety ~~differentiated~~of ~~offering~~custom toand ~~the market~~programmatic monetization opportunities, ~~which~~including ishost-read ~~the~~ads ~~key~~and tosponsorships. Rumble ~~fulfill~~Studio ~~the~~is ~~Company’s~~currently ~~vision~~available ofvia ~~providing~~desktop ~~the~~and ~~best~~mobile ~~monetization~~web, ~~toolkit~~as ~~for~~well ~~creators~~as oniOS ~~the~~and ~~internet~~Android mobile applications.

~~How~~Rumble Wallet is a non-custodial Wecrypto ~~Generate~~wallet ~~Revenue~~integrated directly into the Rumble platform. At launch, the wallet supports USAT, a U.S.-regulated, dollar-backed stablecoin, Tether (USDT), Tether Gold (XAUt), and Bitcoin (BTC), enabling audiences to tip creators natively in crypto. By embedding crypto payments into the video-sharing platform, Rumble Wallet eliminates the need for intermediaries like ad networks, banks, or payment processors. Creators can now receive direct, fast, and borderless payments from their audiences.

~~Our~~Rumble Advertising Center ~~portfolio~~is ofour ~~services~~proprietary ~~enables~~advertising marketplace and network designed to facilitate transactions for advertisers seeking to access Rumble.com traffic and also traffic from other publishers in the RAC network. Within the platform, RAC offers a ~~diversified~~unique set of ~~revenue~~advertising ~~streams~~opportunities for advertisers, ~~which~~including ~~includes:~~traditional display and pre-roll/mid-roll video advertising in addition to creator sponsorships.

●The ~~Advertising:~~continued scale and integration of the Rumble Video, Rumble Studio, Rumble Wallet, and RAC platforms will bring a truly differentiated offering to the market, which is the key to fulfilling the Company’s vision of providing the best monetization toolkit for creators on the internet.

○How ~~Banner~~We /Generate ~~Display Advertising: offered to advertisers via RAC across our network of publishers, including Rumble.com.~~Revenue

○Our ~~Video~~portfolio ~~Pre-Roll~~of /services enables ~~Mid-Roll~~a ~~Advertising:~~diversified ~~offered~~set ~~to advertisers via RAC across our network~~ of ~~publishers,~~revenue ~~including~~streams ~~Rumble.com, and also through custom integrations into live broadcasts.~~including:

○● ~~Creator Sponsorships~~Advertising: ~~offered to advertisers via RAC programmatically and through direct sales.~~

●o ~~Subscriptions,~~Banner ~~Pay-Per-View~~/ ~~and~~Display ~~Tipping~~Advertising: offered to advertisers via RAC across our network of publishers, including Rumble.com.

○o ~~Rumble~~Video ~~Premium~~Pre-Roll ~~subscriptions~~/ ~~from~~Mid-Roll ~~users~~Advertising: ~~seeking~~offered ato ~~“no~~advertisers ~~ads”~~via ~~experience~~RAC ~~and/or~~across ~~premium~~our network of publishers, including Rumble.com, ~~content~~and also through custom integrations into live broadcasts.

○o ~~Locals.com~~Creator ~~revenue~~Sponsorships: ~~generated~~offered ~~from~~to ~~users~~advertisers ~~that~~via ~~subscribe~~RAC toprogrammatically ~~content~~and ~~creators~~through ondirect ~~Locals~~sales.~~com.~~

○● ~~Badge~~ Subscriptions:, ~~revenue~~Pay-Per-View ~~generated~~and ~~from badge subscriptions purchased by users on Rumble.com.~~Tipping:

○o ~~Pay-Per-View~~Rumble ~~and~~Premium ~~Tipping:~~subscriptions ~~revenue generated~~ from ~~pay-per-view~~users ~~videos~~seeking ~~offered~~a by“no ~~creators~~ads” experience and/or ~~tips~~premium ~~given~~Rumble ~~by users to creators during livestreams~~content.

~~We share~~o Locals.com revenue generated from ~~advertising,~~users ~~subscriptions,~~who ~~pay-per-view~~subscribe ~~and~~to ~~tipping~~content ~~with~~ creators inon ~~a revenue-share model~~Locals.com.

~~Sales &~~o ~~Marketing~~Badge Subscriptions: revenue generated from badge subscriptions purchased by users on Rumble.com.

~~A vast~~o ~~majority~~Pay-Per-View ~~of the substantial user growth experienced by Rumble.com between 2020~~ and ~~2022~~Tipping: ~~was~~revenue ~~organic,~~generated ~~driven~~from ~~largely~~pay-per-view ~~through~~videos ~~user and~~offered ~~creator~~by ~~advocacy.~~creators ~~As a result, very minimal marketing spend was deployed during that time. Throughout 2023~~ and ~~2024,~~tips ~~while~~given ~~the~~by ~~organic growth~~users ~~continued, the Company made several investments~~ to ~~bring in new content~~ creators ~~consistent with our goals~~ during ~~the de-SPAC, which in turn attracted new audiences to the platform~~livestreams. Going forward, we will look to build our brand across multiple audiences, driving user growth and video consumption through (1) selective content creator partnerships and advocacy, (2) continued strategies to earn unpaid media coverage and recognition, and (3) increased marketing spend, primarily through digital paid media channels, particularly as advertising revenues increase.

~~Our advertising~~We ~~platform,~~share ~~RAC,~~revenue ~~is designed as a self-serve platform where advertisers can sign up, build a campaign and bid on traffic leveraging~~generated ~~various~~from ~~targeting tactics. As a result~~advertising, ~~paid marketing strategies will be employed as inventory is released into the network in an effort to attract new advertisers into the system. In parallel to this and other growth strategies~~subscriptions, wepay-per-view ~~will make continued investment into direct sales, account management~~ and ~~creator~~tipping ~~success~~with ~~teams~~creators toin ~~drive~~a ~~incremental~~revenue-share ~~business across display and video advertising, as well as sponsorships~~model.

~~Lastly, for~~Sales ~~creators,~~& the Company made several direct investments into large creators in 2023. These investments helped attract high-profile creators to the platform given that, at the time, our advertising revenues were minimal and creators’ earnings on the Rumble Video platform were generally not competitive with the earnings potential offered by the incumbent platforms. With the Company now focused more on growing the advertising business and driving revenue, creators are now better-positioned to earn money on Rumble, which we believe will bring more content and creators to the platform, thereby yielding more engagement and ultimately driving more advertising revenue.Marketing

~~Competition~~A vast majority of the substantial user growth experienced by Rumble.com between 2020 and 2022 was organic, driven largely through user and creator advocacy. As a result, very minimal marketing spend was deployed during that time. Throughout 2023 and 2024, while the organic growth continued, the Company made several investments to bring in new content creators consistent with our goals during the de-SPAC, which in turn attracted new audiences to the platform. Going forward, we will look to build our brand across multiple audiences, driving user growth and video consumption through (ii) selective content creator partnerships and advocacy, (i) continued strategies to earn unpaid media coverage and recognition, and (iii) increased marketing spend, primarily through digital paid media channels, , as we test international expansion strategies, particularly as advertising revenues increase.

~~We operate~~Our inadvertising aplatform, RAC, ~~challenging~~is ~~and~~designed ~~rapidly~~as ~~evolving~~a ~~environment. We~~self-serve ~~compete~~platform ~~with~~where ~~other~~advertisers ~~online~~can ~~video~~sign ~~distribution platforms~~up, ~~including YouTube,~~build ~~and~~a ~~confront~~campaign ~~conduct~~and bybid ~~YouTube~~on ~~and~~traffic ~~Google~~leveraging ~~that~~various wetargeting tactics. ~~believe~~As isa ~~highly~~result, ~~anti-competitive~~paid ~~(see~~marketing ~~Part~~strategies I,will ~~Item~~be 2,employed ~~“Legal~~as ~~Proceedings” for~~inventory ~~further~~is ~~information). We~~released ~~also~~into ~~face~~the ~~significant~~network ~~challenges~~ in ~~obtaining~~an ~~advertising~~effort ~~revenue~~to ~~because~~attract new advertisers ~~have~~into ~~numerous options~~the ~~for allocating their advertising budgets~~system. ~~Rumble~~ ~~Video~~In ~~seeks~~parallel to ~~compete~~this ~~with~~and other ~~platforms~~growth ~~by establishing and maintaining trust with our users~~strategies, ~~creating~~we anwill ~~enjoyable~~continue ~~viewing~~to ~~experience~~invest ~~that~~into ~~welcomes~~direct asales, ~~variety~~account ofmanagement and ~~video~~creator ~~content.~~success Weteams ~~seek~~ to ~~operate~~drive aincremental ~~neutral video~~business ~~platform~~across indisplay ~~order~~and tovideo ~~meet~~advertising, ~~the~~as ~~challenges~~well ~~presented~~as ~~by Big Tech~~sponsorships.

The Company made several direct investments into large creators from 2023 to 2025. These investments helped attract high-profile creators to the platform as we matured and grew our monetization channels. With the Company now focused more on growing the advertising business and driving revenue, creators are now better-positioned to earn money on Rumble, which we believe will bring more content and creators to the platform, thereby generating ~~Cloud~~more engagement and ultimately driving more advertising revenue.

~~Origin, Vision, Products and Differentiation~~Competition

~~Rumble~~We ~~Cloud~~operate ~~was~~in ~~launched~~a inchallenging ~~early~~and ~~2024~~rapidly evolving environment. We compete with other online video distribution platforms, including YouTube, and isconfront anconduct ~~Infrastructure~~by asYouTube aand ~~Service~~Google that we believe are highly anti-competitive (~~IaaS~~see Part I, Item 2, “Legal Proceedings” for further information). We ~~offering~~also ~~designed~~face significant challenges in obtaining advertising revenue because advertisers have numerous options for allocating their advertising budgets. Rumble Video seeks to ~~service~~compete awith ~~wide~~other platforms by establishing and maintaining trust with our users, creating an enjoyable viewing experience that welcomes a variety of ~~businesses from~~video ~~startups~~content. We seek to ~~small~~operate ~~and~~a ~~medium~~neutral video ~~sized~~platform ~~businesses~~in ~~(SMBs)~~order to ~~enterprise~~meet ~~clients~~the challenges presented by Big Tech.

Rumble ~~Cloud~~ was built based on the following key premises: 1) it was existential for us to invest and build out the infrastructure to support Rumble Video and insulate ourselves from arbitrarily enforced terms and conditions and unfavorable economics offered by the incumbent cloud providers, and 2) given the significant amount of compute, storage and bandwidth requirements of Rumble Video, it was a natural extension of the business to offer excess infrastructure capacity to the cloud market. Moreover, we saw an opportunity to capitalize on a product-market fit by specifically addressing the chronic customer pain points in the cloud market, including censorship, trust with data, vendor lock-in strategies, as well as unfair and unpredictable pricing.Cloud

~~Backed by~~Origin, ~~our mission to protect a free and open internet~~Vision, ~~the vision of Rumble Cloud is to empower businesses and allow them to take control~~Products ~~of their IT budgets by providing the most predictable~~ and ~~fair pricing model in the cloud market.~~Differentiation

Rumble Cloud was launched in ~~and~~early ~~currently~~2024, ~~operates~~and ~~with~~is ~~the~~an ~~infrastructure~~Infrastructure ~~and~~as ~~essential~~a ~~computing~~Service ~~and~~(IaaS) ~~storage~~offering ~~necessary~~designed to ~~run~~service a wide ~~array~~variety of ~~workloads~~businesses from startups to small and ~~applications,~~medium ~~including:~~sized businesses (SMBs) to governments to enterprise clients.

●Rumble Cloud was built based on the following key premises: (i) it was existential for us to invest in and build the infrastructure to support Rumble Video and insulate ourselves from arbitrarily enforced terms and conditions and unfavorable economics offered by the incumbent cloud providers, and (ii) given the significant amount of compute;, storage and bandwidth requirements of Rumble Video, it was a natural extension of the business to offer excess infrastructure capacity to the cloud market. Moreover, we saw an opportunity to capitalize on a product-market fit by specifically addressing the chronic customer pain points in the cloud market, including censorship, trust with data, vendor lock-in strategies, as well as unfair and unpredictable pricing.

●Backed ~~Load~~by ~~balancers;~~our mission to protect a free and open internet, the vision of Rumble Cloud is to empower businesses and allow them to take control of their IT budgets by providing the most predictable and fair pricing model in the cloud market.

~~● Object storage;~~4

●Rumble ~~Kubernetes~~Cloud ~~orchestration;~~launched and currently operates with the infrastructure and essential computing and storage necessary to run a wide array of workloads and applications, including:

● ~~Block~~Cloud ~~storage~~compute; ~~and~~

● ~~Virtual~~Load ~~private cloud.~~balancers;

~~With Rumble~~● ~~Video~~Object as the first anchor tenant of Rumble Cloud, we built our infrastructure from the ground up to run on the latest generation equipment, including 4th generation AMD EPYC processors. In addition to NVMe SSDs, Rumble Cloud virtual machines run atop fully dedicated vCPUs, ensuring fast and consistent performance.storage;

~~How We~~● ~~Generate~~Kubernetes ~~Revenue~~ orchestration;

~~Rumble Cloud~~● ~~launched~~Block ~~and~~storage; ~~currently runs on a subscription model. Relative to the unpredictable~~ and volatile consumption-based pricing models that can cripple a business due to rampant hidden and unexpected costs, Rumble Cloud introduced the concept of a flexible Resource Tier pricing model, which is designed to provide a transparent and predictable pricing model to its customers and offers unlimited usage within a given pool of hardware resources for a fixed monthly price. With this model, customers will enjoy the freedom to grow and scale at a pace that works best for their needs, without surprises on their monthly bill.

4● Virtual private cloud.

~~Sales~~With Rumble Video as the first &anchor ~~Marketing~~tenant of Rumble Cloud, we built our infrastructure from the ground up to run on the latest generation equipment, including 4th generation AMD EPYC processors. In addition to NVMe SSDs, Rumble Cloud virtual machines run atop fully dedicated vCPUs, ensuring fast and consistent performance.

~~We drive~~Through ~~demand~~the ~~for~~proposed ~~Rumble~~business combination ~~Cloud~~with ~~using~~Northern ~~an account executive~~Data, ~~account~~Rumble ~~management~~plans ~~and~~to ~~channel~~augment ~~partner~~its ~~approach.~~cloud ~~Our~~business ~~direct~~with ~~sales~~an ~~team~~AI ~~focuses on~~infrastructure ~~identifying~~offering ~~and~~consisting ~~closing~~of ~~business~~GPU ~~for~~as ~~the~~a ~~mid-market~~service (GPUaaS) and ~~enterprise~~data ~~sized~~center ~~clients within defined early adopter segments~~services. ~~Channel partners include referral~~Specifically, ~~reseller~~the ~~and~~combination ~~managed~~is ~~service~~expected ~~partners, who are well positioned~~ to ~~complement our sales efforts by expanding the mid-market and enterprise opportunities.~~bring:

~~The front~~Immediate ~~end~~Scale ofin ~~Rumble~~the Cloud~~, rumble.cloud, is designed to support a self-serve customer acquisition model. Marketing efforts~~ ~~will~~& beData ~~focused~~Center onBusiness ~~attracting leads and converting them through the marketing funnel via traditional paid, earned and owned media strategies.~~with:

~~Competition~~● One of the largest GPU fleets, with 22,400 NVIDIA GPUs, including 20,400 Nvidia H100s and 2,000 Nvidia H200s.

~~We operate~~● inAccess to a ~~challenging~~globally ~~environment,~~distributed ~~with~~network ~~a majority~~ of ~~the~~data ~~cloud~~center ~~services~~locations ~~market owned by the major cloud hyperscalers, Google Cloud, Microsoft Azure~~ and ~~Amazon~~several ~~Web~~strategically Services. These companies have significantly greater resources than us and significant existing customer bases that may be difficult for us to penetrate, especially given the potential for high switching costs in the cloud services market. Given the market trends of rising multico-~~cloud~~located strategies and continued complexity and unpredictability in cloud pricing, Rumble Cloud arrives at an opportune time to enter the market and present a new way for businesses to save money and regain control of their IT budgetsites.

~~Human Capital~~● Four owned data center locations anchored by Northern Data’s site in Maysville, Georgia which, upon completion, is anticipated to deliver up to 180MW of capacity.

~~We believe~~Expanded ~~that~~International ~~our employees are our most significant resource. As of December 31, 2024, we had 135 full-time employees, of whom 32 were~~Footprint ~~based in Canada and 103 were based in the United States. None of our employees are covered by collective bargaining agreements. We believe we have good relationships~~ with our employees. Our human capital resources objectives include identifying, recruiting, retaining, incentivizing, and integrating our existing and additional employees. The principal purposes of our equity incentive programs are to attract, retain, and motivate key employees and directors through the granting of share-based compensation awards.:

~~Government~~Northern Data’s prominent ~~Regulation~~presence in Europe, with locations extending across Germany, Sweden, Norway, Portugal, the Netherlands, and the United Kingdom, in addition to a growing footprint in the United States.

How We ~~are~~ ~~subject~~Generate ~~to domestic and foreign laws that affect companies conducting business on the internet generally, including laws relating~~Revenue ~~to the liability of providers of online services for their operations and the activities of their users.~~

~~Because we~~Rumble ~~host~~Cloud ~~user-uploaded~~launched ~~content,~~and currently weoperates ~~may~~on bea ~~subject~~subscription ~~to laws concerning such content~~model. InRelative to the ~~U.S.,~~unpredictable weand ~~rely,~~volatile toconsumption-based apricing ~~significant~~models ~~degree,~~that oncan ~~laws~~cripple ~~that~~a ~~limit~~business ~~the~~due ~~liability~~to oframpant ~~online~~hidden ~~providers~~and ~~for~~unexpected ~~user-uploaded content~~costs, ~~including~~Rumble ~~the~~Cloud ~~Digital~~introduced ~~Millennium~~the ~~Copyright~~concept ~~Act~~ of ~~1998~~a ~~(DMCA) and~~flexible ~~Section~~Resource ~~230~~Tier ~~(47~~pricing ~~U.S.C.~~model, which §is ~~230).~~designed ~~Countries~~to ~~outside~~provide ~~the~~a ~~U.S.~~transparent ~~generally~~and dopredictable ~~not~~pricing ~~provide~~model asto ~~robust~~its ~~protections~~customers ~~for online providers~~ and ~~may~~offers ~~instead~~unlimited ~~regulate~~usage ~~such~~within ~~entities to~~ a ~~higher~~given ~~degree.~~pool of ~~For~~hardware ~~example,~~resources infor ~~certain~~a ~~countries,~~fixed ~~online~~monthly ~~providers~~price. ~~may~~With bethis ~~liable~~model, ~~for~~customers ~~hosting certain~~will ~~types~~enjoy ofthe ~~content~~freedom ~~or may be required~~ to ~~remove~~grow ~~such~~and ~~content~~scale ~~within~~at a ~~short~~pace ~~period~~that ofworks best ~~time~~for ~~upon~~their ~~notice. As we expand internationally~~needs, we orwithout ~~our~~surprises ~~customers~~on ~~may~~their ~~also~~monthly ~~be subject to additional laws that regulate streaming services or online platforms~~bill.

~~Because we~~Sales ~~receive,~~& store and use a substantial amount of information received from or generated by our users, we are also impacted by laws and regulations governing privacy and data security in the U.S. and worldwide. Examples of such regimes include Section 5 of the Federal Trade Commission Act (15 U.S.C. §§ 41 et. seq.) (FTCA), the EU’s General Data Protection Regulation (GDPR), and the California Consumer Privacy Act (California Civil Code § 1798.100) (CCPA). These laws generally regulate the collection, storage, transfer and use of personal information.Marketing

~~Because~~We drive demand for Rumble ~~our~~Cloud ~~platform~~using ~~facilitates~~an ~~online~~account ~~payments~~executive, ~~including~~account ~~subscription~~management ~~fees~~ and ~~tipping,~~channel wepartner ~~are~~approach. ~~subject~~Our todirect asales ~~variety~~team offocuses ~~laws~~on ~~governing~~identifying ~~online~~and closing ~~transactions,~~business ~~payment~~for ~~card~~the ~~transactions~~mid-market and ~~the~~enterprise ~~automatic~~sized ~~renewal~~clients ofwithin ~~online~~defined ~~agreements.~~early Inadopter ~~the U~~segments.~~S.,~~ ~~these~~Channel ~~matters~~partners ~~are~~include ~~regulated by~~referral, reseller ~~among~~and ~~other~~managed ~~things~~service partners, ~~the~~who ~~federal~~are ~~Restore~~well ~~Online~~positioned ~~Shoppers~~to ~~Confidence~~complement ~~Act~~our ~~(ROSCA)~~sales ~~and~~efforts ~~various~~by ~~state~~expanding ~~laws~~the mid-market and enterprise opportunities.

5The front end of Rumble Cloud, rumble.cloud, is designed to support a self-serve customer acquisition model. Marketing efforts will be focused on attracting leads and converting them through the marketing funnel via traditional paid, earned and owned media strategies.

As a U.S.-based company with Canadian operations, we are subject to a variety of Canadian laws governing our foreign operations, as well as Canadian and U.S. laws that restrict trade and certain practices.5

~~Intellectual Property~~Competition

~~Our intellectual~~We ~~property~~operate ~~includes~~in ~~trademarks~~a challenging environment, ~~such~~with asa majority of the ~~trademark~~cloud ~~RUMBLE~~services ~~(registered~~market inowned by the ~~United~~major ~~States~~cloud hyperscalers, ~~Canada~~Google Cloud, ~~and~~Microsoft ~~the~~Azure ~~United~~and Amazon ~~Kingdom),~~Web ~~other~~Services. ~~pending~~These ~~international~~companies ~~applications~~have tosignificantly ~~register~~greater ~~the~~resources ~~trademark~~than ~~RUMBLE,~~us and ~~several~~significant ~~pending~~existing ~~U.S.~~customer ~~trademark~~bases ~~registration applications,~~that ~~including~~may ~~applications~~be difficult for us to ~~federally register the trademarks RUMBLE CLOUD~~penetrate, ~~RUMBLE~~especially ~~STUDIO,~~given ~~RUMBLE~~the ~~ADVERTISING CENTER,~~potential ~~RUMBLE~~for ~~SPORTS,~~high ~~RUMBLE~~switching ~~POLITICS,~~costs ~~RUMBLE~~in ~~NEWS,~~the ~~RUMBLE~~cloud ~~ENTERTAINMENT,~~services ~~RUMBLE~~market. ~~PREMIUM,~~Given ~~RUMBLE SUBSCRIPTION,~~ the ~~RUMBLE~~market ~~logos,~~trends of ~~LOCALS,~~rising ~~and~~multi-cloud ~~the~~strategies ~~LOCALS~~and ~~logos;~~continued ~~the~~complexity ~~domain~~and ~~names~~unpredictability ~~rumble.com,~~in ~~rumble.~~cloud, ~~studio.rumble.com~~pricing, ~~and~~Rumble ~~locals.com; copyrights~~Cloud inarrives ~~our~~at ~~source~~an ~~code,~~opportune ~~website,~~time to ~~apps~~enter ~~and~~the ~~creative~~market ~~assets;~~and present a ~~pending~~new ~~patent~~way ~~application~~ for ~~technology~~businesses ~~related~~ to ~~Rumble~~save ~~Studio;~~ money and ~~trade~~regain ~~secrets.~~control Inof ~~addition,~~their ~~our~~IT ~~platforms are powered by a proprietary technology~~budgets.

~~We rely~~Human on, and expect to continue to rely on, a combination of work for hire, assignment, and confidentiality agreements with our employees, consultants, and third parties with whom we have relationships, as well as federal and state statutory and common law regarding trademark, trade dress, domain name, copyright, and trade secrets to protect our assets, brands, proprietary technology, and other intellectual property rights. We intend to continue to file additional applications to register or otherwise protect our intellectual property rights.Capital

~~Acquisitions~~We believe that our employees are our most significant resource. As of December 31, 2025, we had 156 full-time employees, of whom 48 were based in Canada and 108 were based in the United States. None of our employees are covered by collective bargaining agreements. We believe we have good relationships with our employees. Our human capital resources objectives include identifying, recruiting, retaining, incentivizing, and integrating our existing and additional employees. The principal purposes of our equity incentive programs are to attract, retain, and motivate key employees and directors through the granting of share-based compensation awards.

~~In October~~Government 2021, we bolstered our value proposition for content creators by acquiring Locals, a solution for (1) creators looking to monetize their content through subscription, and (2) for users to gain access to premium content from their favorite content creators. The acquisition was designed to accelerate our subscription revenue model and brought approximately 86,000 subscribers to our platform. Prior to our acquisition of Locals, we did not offer a consumer-facing subscription service.Regulation

~~In May~~We ~~2023,~~are wesubject ~~acquired~~to ~~Callin,~~domestic and aforeign ~~San~~laws ~~Francisco-based~~that ~~podcasting~~affect ~~and~~companies ~~live-streaming~~conducting ~~platform~~business ~~founded~~on bythe ~~technology~~internet ~~entrepreneur~~generally, ~~and~~including ~~investor David~~laws ~~Sacks.~~relating ~~Callin’s~~to ~~technology~~the ~~laid~~liability ~~the~~of ~~foundation~~providers of online services for ~~Rumble~~their ~~Studio,~~operations ~~which~~and ~~was~~the ~~launched~~activities inof Q1their ~~2024~~users.

~~In October~~Because ~~2023~~we host user-uploaded content, we ~~acquired~~may ~~North~~be ~~River~~subject ~~Project~~to ~~Inc.,~~laws anconcerning ~~entity~~such ~~created~~content. toIn ~~develop~~the ~~what~~U.S., ~~became~~we ~~RAC~~rely, anto ~~advertising~~a ~~technology~~significant ~~solution~~degree, on laws that limit the liability ~~specifically~~of ~~for~~online ~~Rumble.~~providers ~~RAC~~for ~~includes~~user-uploaded ancontent, ~~advertising~~including ~~marketplace~~the ~~and~~Digital ~~network~~Millennium ~~between~~Copyright ~~advertisers~~Act ~~bidding~~of 1998 and ~~publishers~~Section ~~selling~~230 ~~display~~(47 U.S.C. § ~~and~~230). ~~video~~Countries ~~advertisement~~outside asthe ~~well~~U.S. generally do not provide as ~~advertisers~~robust ~~bidding~~protections onfor ~~creator~~online ~~sponsorships.~~providers ~~RAC~~and ~~continues~~may instead regulate such entities to a higher degree. For example, in certain countries, online providers may be ~~enhanced~~liable ~~and~~for ~~represents~~hosting certain types of content or may be required to remove such content within a ~~significant~~short period of time upon notice. As we expand internationally, we or our customers may also be subject ~~milestone~~to inadditional ~~Rumble’s~~laws ~~monetization~~that ~~efforts~~regulate streaming services or online platforms.

~~Terms~~Because we receive, store and use a substantial amount of ~~Service~~information received from or generated by our users, we are also impacted by laws and regulations governing privacy and data security in the U.S. and worldwide. Examples of such regimes include Section 5 of the Federal Trade Commission Act (15 U.S.C. §§ 41 et. seq.) (the “FTCA”), the EU’s General Data Protection Regulation (the “EU GDPR”), and the California Consumer Privacy Act (California Civil Code § 1798.100) (the “CCPA”). These laws generally regulate the collection, storage, transfer and use of personal information.

~~Our content~~Because ~~policies,~~our ~~which~~platform ~~are~~facilitates online ~~available at rumble.com/s/terms~~payments, ~~contain~~including ~~politically~~subscription ~~neutral~~fees ~~terms that ensure a safe~~ and ~~respectful exchange of views on the Rumble platform. Among other things~~tipping, ~~they~~we ~~prohibit~~are ~~content~~subject ~~that~~to ~~infringes~~a onvariety ~~the rights~~ of ~~third~~laws ~~parties,~~governing ~~violates any~~online ~~law~~transactions, ispayment ~~pornographic or obscene in nature, promotes or supports violence or unlawful acts (including content that promotes or supports~~card ~~Antifa,~~transactions and the ~~KKK,~~automatic ~~white~~renewal ~~supremacist~~of ~~groups,~~online ~~and~~agreements. ~~entities~~In ~~designated by~~ the U.S., orthese ~~Canadian~~matters ~~government~~are asregulated ~~terrorist organizations)~~by, ~~or exploits~~among ~~minor~~other ~~children~~things, ~~(including~~the ~~disclosing~~federal Restore ~~personally~~Online ~~identifiable~~Shoppers ~~information~~Confidence ~~about~~Act ~~minor~~and ~~children)~~various state laws.

~~Our website~~As ~~address~~a ~~is included in this report for informational purposes only~~U.S.-based ~~Our~~company ~~website~~with Canadian ~~and~~operations, ~~the~~we ~~information~~are ~~contained~~subject ~~therein~~to ora ~~connected thereto~~variety ~~are~~of ~~not~~Canadian ~~deemed~~laws togoverning beour ~~incorporated~~foreign ~~by reference in~~operations, ~~and~~as ~~are~~well ~~not~~as ~~considered~~Canadian ~~part~~and ~~of,~~U.S. ~~this~~laws that ~~Annual~~restrict ~~Report~~trade onand ~~Form~~certain ~~10-K~~practices.

6Intellectual Property

~~Available~~Our intellectual property ~~Information~~includes trademarks, such as the trademark RUMBLE (registered in the United States, Canada, the European Union and the United Kingdom), RUMBLE CLOUD, RUMBLE PREMIUM, RUMBLE STUDIO, RUMBLE SUBSCRIPTION, and RAC (all registered in the United States), other pending international applications to register the trademark RUMBLE, and several pending U.S. trademark registration applications, including applications to federally register the trademarks RUMBLE ADVERTISING CENTER, RUMBLE SPORTS, RUMBLE POLITICS, RUMBLE NEWS, RUMBLE WALLET, RUMBLE REELS, RUMBLE SHORTS, FREEDOM-FIRST, FREEDOM-FIRST TECHNOLOGY PLATFORM, YOUR CLOUD YOUR WAY, the RUMBLE logos, LOCALS, and the LOCALS logos; the domain names rumble.com, rumble.cloud, studio.rumble.com, and locals.com; copyrights in our source code, website, apps and creative assets; a pending utility patent application for technology related to Rumble Studio; and trade secrets. In addition, our platforms are powered by a proprietary technology.

~~All periodic~~We ~~and~~rely ~~current~~on, ~~reports~~ and ~~other~~expect ~~filings~~to continue ~~that we are required~~ to ~~file~~rely ~~with~~on, ~~the~~a ~~SEC,~~combination ~~including~~of our ~~annual~~terms ~~report~~of ~~on Form 10-K~~service, ~~quarterly reports~~our onaccess ~~Form~~control ~~10-Q~~mechanisms, ~~current~~our ~~reports on Form 8~~work-Kfor-hire, assignment, and ~~amendments~~confidentiality agreements towith ~~those~~our ~~reports~~employees, ~~filed~~consultants, orand ~~furnished~~third ~~pursuant~~parties ~~Section~~with ~~15(d)~~whom ofwe ~~the~~have ~~Securities Exchange Act of 1934 (the “Exchange Act”)~~relationships, as ~~amended,~~well ~~are~~as ~~available~~federal ~~free~~and ofstate ~~charge from the SEC’s website (www.sec.gov).~~statutory ~~Such~~and ~~documents~~common ~~are~~law ~~available~~regarding astrademark, ~~soon~~trade asdress, ~~reasonably~~domain ~~practicable~~name, ~~after~~copyright, ~~electronic~~and ~~filing~~trade ofsecrets ~~the~~to ~~material~~protect ~~with~~our ~~the~~assets, ~~SEC.~~brands, ~~Copies of these~~proprietary ~~reports~~technology, ~~(excluding~~and ~~exhibits)~~other ~~may~~intellectual ~~also~~property berights. ~~obtained~~We ~~free~~intend ofto ~~charge,~~continue ~~upon written request~~ to: ~~Rumble~~file ~~Inc.,~~additional ~~444~~applications ~~Gulf~~to ofregister ~~Mexico~~or ~~Dr,~~otherwise ~~Longboat~~protect ~~Key,~~our ~~Florida~~intellectual ~~34228~~property rights.

~~We also post our Code of Ethics on our website. See Part III, Item 10 for more information regarding our Code of Ethics.~~ 6

~~Item 1A. Risk Factors~~Acquisitions

~~Risks and~~In ~~uncertainties~~October ~~that~~2021, ~~could~~we ~~cause~~ bolstered our ~~actual~~value ~~results~~proposition tofor ~~differ~~content ~~materially~~creators ~~from the results contemplated~~ by ~~the~~acquiring ~~forward-looking~~Locals, ~~statements contained~~a insolution ~~this~~for ~~Form~~(1) ~~10-K~~creators ~~and~~looking ~~other~~to ~~public~~monetize ~~statements~~their wecontent ~~make are described below. Investors in our securities should carefully consider~~through ~~these risk factors~~subscription, ~~in addition to the risks~~ and ~~uncertainties~~(2) ~~discussed~~for ~~above~~users ~~under~~to ~~“Cautionary~~gain ~~Note~~access ~~Regarding~~to ~~Forward-Looking Statements,”~~premium ~~together~~content ~~with~~from ~~all~~their offavorite ~~the~~content ~~other information included in this Form 10-K and in our other filings with the SEC~~creators. The ~~occurrence of~~acquisition ~~one~~was ordesigned ~~more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances,~~to ~~may~~accelerate ~~have an adverse effect on~~ our ~~business,~~subscription ~~cash~~revenue ~~flows,~~model ~~financial condition~~ and ~~results~~brought ofapproximately ~~operations.~~86,000 Wesubscribers ~~may face additional risks and uncertainties that are not presently known~~ to ~~us, or that we currently deem immaterial, which may also impair~~ our ~~business, cash flows, financial condition and results of operations~~platform. ~~The~~Prior ~~following~~to ~~discussion should be read in conjunction with~~ our ~~condensed~~acquisition ~~consolidated financial~~of ~~statements~~Locals, we ~~which~~did ~~are~~not ~~included~~offer ina ~~Part~~consumer-facing IIsubscription ~~of this Form 10-K~~service.

~~Summary~~In May 2023, we acquired Callin, ofa ~~Risk~~San ~~Factors~~Francisco-based podcasting and live-streaming platform founded by technology entrepreneur and investor David Sacks. Callin’s technology laid the foundation for Rumble Studio, which was launched in Q1 2024.

~~The~~In October 2023, we acquired ~~following~~North ~~summarizes~~River ~~risks~~Project ~~and~~Inc., ~~uncertainties~~an ~~that~~entity ~~could~~created ~~adversely~~to ~~affect~~develop ~~our~~what ~~business~~became RAC, ~~cash~~an ~~flows,~~advertising ~~financial~~technology ~~condition~~solution, ~~and~~specifically ~~results~~for ~~of operations~~Rumble. ~~You~~RAC includes ~~should~~an ~~read~~advertising ~~this~~marketplace ~~summary~~and ~~together~~network ~~with~~between ~~the~~advertisers ~~detailed~~bidding ~~description~~and ofpublishers ~~each~~selling ~~risk~~display ~~factor~~and ~~contained~~video inadvertisement ~~this~~as well ~~section~~as advertisers bidding on creator sponsorships. ~~Such~~RAC ~~risks~~ continues to be enhanced and ~~uncertainties~~represents ~~include,~~a ~~but~~significant ~~are~~milestone ~~not~~in ~~limited~~Rumble’s monetization ~~to:~~efforts.

●On ~~weakened~~November ~~global~~10, ~~economic conditions~~2025, ~~including~~we entered into a business combination agreement with Northern Data (the ~~effects~~“ND ofBusiness ~~heightened~~Combination ~~inflation,~~Agreement”). ~~may~~Please ~~affect~~refer ~~our~~to ~~business~~“Significant Events and ~~operating~~Transactions” ~~results;~~under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report for more information.

●Terms ~~our~~of ~~limited operating history makes it difficult to evaluate our business and prospects;~~Service

●Our wecontent ~~may~~policies, ~~not~~which are ~~continue~~available toat ~~grow~~rumble.com/s/terms, contain politically neutral terms that ensure a safe and respectful exchange of views on the Rumble platform. Among other things, they prohibit content that infringes on the rights of third parties, violates any law, is pornographic or ~~maintain~~obscene ~~our~~in ~~active~~nature, ~~user~~promotes ~~base~~or supports violence or unlawful acts (including content that promotes or supports Antifa, the KKK, white supremacist groups, and ~~may~~entities ~~not~~designated beby ~~able~~the toU.S. ~~achieve~~or Canadian government as terrorist organizations), or ~~maintain~~exploits minor ~~profitability;~~children (including disclosing personally identifiable information about minor children).

●Our wewebsite ~~may~~address ~~fail~~is included in this report for informational purposes only. Our website and the information contained therein or connected thereto are not deemed to ~~maintain~~be ~~adequate~~incorporated ~~operational~~by reference in, and ~~financial~~are ~~resources;~~not considered part of, this Annual Report on Form 10-K.

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

●All ~~our~~periodic ~~traffic~~and ~~growth,~~current reports ~~engagement,~~ and ~~monetization~~other ~~depend~~filings ~~upon~~that ~~effective~~we ~~operation~~are ~~within~~required ~~and~~to ~~compatibility~~file with ~~operating~~the ~~systems~~SEC, ~~networks~~including our annual report on Form 10-K, ~~devices~~quarterly reports on Form 10-Q, ~~web~~current ~~browsers~~reports on Form 8-K, and ~~standards~~amendments to those reports filed or furnished pursuant Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), ~~including~~as ~~mobile~~amended, ~~operating~~are ~~systems~~available free of charge from the SEC’s website (www.sec.gov). Such documents are available as soon as reasonably practicable after electronic filing of the material with the SEC. Copies of these reports (excluding exhibits) may also be obtained free of charge, ~~networks~~upon written request to: Rumble Inc., ~~and~~444 ~~standards~~Gulf ~~that~~of weMexico doDr, ~~not~~Longboat ~~control;~~Key, Florida 34228.

●We ~~our~~also ~~business~~post ~~depends on continued and unimpeded access to~~ our ~~content~~Code ~~and~~of ~~services~~Ethics on ~~the~~our ~~internet~~website. See IfPart ~~we or those who engage with our content experience disruptions in internet service~~III, orItem if10 ~~internet service providers are able to block, degrade or charge~~ for ~~access~~more toinformation regarding our ~~content~~Code ~~and services, we could incur additional expenses and the loss~~ of ~~traffic and advertisers;~~Ethics.

~~● we face significant market competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could be harmed;~~7

●Item ~~we rely on data from third parties to calculate certain of our performance metrics~~1A. ~~Real~~Risk ~~or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business;~~Factors

●Risks ~~changes~~and touncertainties that could cause our ~~existing~~actual ~~content~~results to differ materially from the results contemplated by the forward-looking statements contained in this Form 10-K and ~~services~~other ~~could~~public ~~fail~~statements we make are described below. Investors in our securities should carefully consider these risk factors, in addition to ~~attract~~the ~~traffic~~risks and ~~advertisers~~uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,” together with all of the other information included in this Form 10-K and in our other filings with the SEC. The occurrence of one or more ~~fail~~of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have an adverse effect on our business, cash flows, financial condition and results of operations. We may face additional risks and uncertainties that are not presently known to ~~generate~~us, ~~revenue;~~or that we currently deem immaterial, which may also impair our business, cash flows, financial condition and results of operations. The following discussion should be read in conjunction with our condensed consolidated financial statements, which are included in Part II of this Form 10-K.

7Summary of Risk Factors

●The wefollowing ~~derive~~summarizes ~~the~~risks and ~~majority~~uncertainties ofthat ~~our~~could ~~revenue~~adversely ~~from~~affect ~~advertising.~~our ~~The~~business, ~~failure~~cash toflows, ~~attract~~financial ~~new~~condition ~~advertisers,~~and ~~the~~results ~~loss~~ of ~~existing~~operations. ~~advertisers,~~You orshould ~~the~~read this ~~reduction~~summary oftogether orwith ~~failure~~the bydetailed ~~existing~~description ~~advertisers~~of toeach ~~maintain~~risk orfactor ~~increase~~contained ~~their~~in ~~advertising~~this ~~budgets~~section. ~~may~~Such ~~adversely~~risks ~~affect~~and ~~our~~uncertainties ~~business~~include, but ~~and~~are ~~operating~~not ~~results;~~limited to:

● weweakened ~~may~~global ~~not~~economic beconditions ~~able~~may toaffect ~~maintain~~our ~~relationships~~business ~~with existing publishers through the Rumble Advertising Center (RAC)~~ and ~~may~~operating ~~fail to attract new publishers to our network~~results;

● weour ~~depend~~limited onoperating ~~third-party~~history ~~vendors,~~makes ~~including~~it ~~internet~~difficult ~~service~~to ~~providers,~~evaluate ~~advertising~~our ~~networks,~~business and ~~data centers, to provide core services~~prospects;

● ~~new~~we ~~technologies~~may ~~have~~not ~~been~~grow ~~developed~~or ~~that~~maintain ~~are~~our ~~able~~active touser ~~block~~base, ~~certain~~and ~~online~~may ~~advertisements~~not orbe ~~impair~~able ~~our ability~~ to ~~deliver~~achieve ~~advertising,~~or ~~which~~maintain ~~could harm our operating results~~profitability;

● ~~if our users do not continue to contribute content or their contributions are not perceived as valuable to other users,~~ we may ~~experience~~fail ato ~~decline~~maintain inadequate ~~user~~operational ~~growth, retention,~~ and ~~engagement~~financial ~~on Rumble, Locals or RAC, which could result in the loss of advertisers and revenue~~resources;

● we ~~have~~may ~~offered~~be ~~and~~unsuccessful ~~intend~~in toattracting ~~continue~~new tousers ~~offer incentives, including economic incentives,~~ to ~~content creators to join~~ our ~~platform,~~mobile and ~~these~~connected ~~arrangements~~TV may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidityofferings;

● weour ~~are~~traffic ~~subject~~growth, toengagement, ~~cybersecurity risks~~ and ~~interruptions~~monetization ordepend ~~failures~~upon ineffective ~~our~~operation ~~information~~within ~~technology systems~~ and ascompatibility wewith ~~grow~~operating ~~and~~systems, ~~gain~~networks, ~~recognition~~devices, weweb ~~will~~browsers ~~likely~~and ~~need~~standards, toincluding ~~expend~~mobile ~~additional~~operating ~~resources~~systems, ~~to enhance our protection from such risks. Notwithstanding our efforts~~networks, ~~a cyber incident could occur~~ and ~~result~~standards inthat ~~information~~we ~~theft,~~do ~~data~~not ~~corruption, operational disruption and/or financial loss~~control;

● ~~spam~~our ~~activity,~~business ~~including~~depends ~~inauthentic~~on continued and ~~fraudulent~~unimpeded ~~user~~access ~~activity~~to our content and services on the internet. If we or those who engage with our content experience disruptions in internet service, or if ~~undetected,~~internet ~~may~~service ~~contribute,~~providers ~~from~~are ~~time~~able to ~~time~~block, todegrade ~~some~~or ~~amount~~charge offor ~~overstatement~~access ofto our ~~performance~~content ~~indicators~~and services, we could incur additional expenses and ~~may~~the ~~negatively~~loss ~~impact~~of ~~our~~traffic ~~reputation~~and advertisers;

● ~~our~~we ~~cloud~~face ~~services~~significant ~~business~~market ~~may~~competition, ~~not~~and ~~achieve~~if ~~success,~~we ~~and,~~are asunable ato ~~result,~~compete effectively with our ~~business,~~competitors ~~financial~~for ~~condition~~traffic and ~~results~~advertising ofspend, ~~operations~~our business and operating results could be ~~adversely affected~~harmed;

● ~~negative~~we ~~media~~rely ~~campaigns~~on ~~may~~data ~~adversely~~from ~~impact~~third ~~our~~parties ~~financial~~to ~~performance,~~calculate ~~results~~certain of ~~operations,~~our ~~and~~performance ~~relationships~~metrics. ~~with~~Real ~~our~~or ~~business~~perceived ~~partners,~~inaccuracies ~~including~~in ~~content~~such ~~creators~~metrics may harm our reputation and ~~advertisers~~negatively affect our business;

● changes to our ~~management~~existing ~~team~~content ~~has~~and ~~limited~~services ~~experience~~could ~~managing~~fail ato ~~public~~attract ~~company~~traffic and advertisers or fail to generate revenue;

● we derive the majority of our ~~recently~~revenue ~~implemented~~from ~~Bitcoin~~advertising. ~~treasury~~The ~~strategy~~failure ~~exposes~~to usattract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers to ~~various~~maintain ~~risks~~or ~~associated~~increase ~~with~~their ~~holding~~advertising ~~Bitcoin~~budgets may adversely affect our business and operating results;

● ~~our~~we ~~planned~~may ~~expansion~~not ~~into~~be ~~accepting~~able ~~certain~~to ~~stablecoins~~maintain asrelationships awith ~~medium~~existing ofpublishers ~~exchange~~through ~~will~~the ~~expose~~Rumble usAdvertising toCenter ~~additional~~(“RAC”) ~~financial, regulatory, operational,~~ and ~~market~~may ~~risks~~fail ~~that~~to ~~could~~attract ~~adversely~~new ~~affect~~publishers to our ~~business, financial condition, and results of operations~~network;

● ~~the~~we ~~development~~depend ~~and~~on ~~use~~third-party ofvendors, ~~artificial~~including ~~intelligence~~internet ~~(“AI”)~~service ~~may~~providers, ~~result~~advertising innetworks, ~~reputational~~and ~~harm,~~data ~~liability~~centers, ~~or other adverse consequences~~ to ~~our~~provide ~~business~~core ~~operations~~services;

● wenew ~~collect,~~technologies ~~store,~~have ~~and~~been ~~process~~developed ~~large~~that ~~amounts of user video content and personal information of our users and subscribers. If our security measures~~ are ~~breached,~~able ~~our~~to ~~sites~~block ~~and~~certain ~~applications~~online ~~may~~advertisements ~~be perceived as not being secure, traffic and advertisers may curtail~~ or ~~stop~~impair ~~viewing~~ our ~~content~~ability orto ~~using~~deliver ~~our services~~advertising, ~~our~~which ~~business and operating results~~ could beharm ~~harmed,~~our ~~and~~operating ~~we could face legal claims from users and subscribers~~results;

● if our users do not continue to contribute content or their contributions are not perceived as valuable to other users, we may ~~fail~~experience toa ~~comply~~decline ~~with~~in ~~applicable~~user ~~privacy~~growth, ~~laws~~retention, ~~subjecting~~and usengagement toon ~~liability~~Rumble, Locals or RAC, which could result in the loss of advertisers and ~~damages~~revenue;

● ~~our~~we ~~cloud~~have ~~services~~offered ~~business~~and ~~operates~~intend into acontinue ~~highly~~to ~~regulated~~offer ~~environment~~incentives, ~~subject~~including economic incentives, to acontent ~~complex~~creators to join our platform, and ~~rapidly~~these ~~evolving~~arrangements ~~array~~may ofinvolve ~~domestic~~fixed ~~and~~payment ~~international~~obligations ~~laws,~~that ~~regulations,~~are ~~and~~not ~~industry~~contingent ~~standards~~on ~~governing~~actual ~~data~~revenue ~~privacy,~~or ~~cybersecurity~~performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, ~~data~~which ~~localization~~if not satisfied may adversely impact our financial performance, ~~and~~results ~~cross-border~~of ~~data~~operations ~~transfers~~and liquidity;

8● cybersecurity incidents or breaches may materially affect our business operations or financial condition. Notwithstanding our remedial or mitigation efforts, a cyber incident or breach may occur and result in the access to or acquisition of personal or confidential information, operational disruption, or financial loss;

● noncompliance with anti-corruption, anti-bribery, anti-money laundering, and similar laws can subject us to criminal or civil liability and harm our business, financial condition and results of operations;8

● wespam ~~may~~activities, beincluding ~~found~~inauthentic toand ~~have~~fraudulent ~~infringed~~user onactivities, ~~the~~if ~~intellectual~~undetected, ~~property~~may ~~of others~~contribute, ~~which~~from ~~could~~time ~~expose~~to ustime, to ~~substantial~~some ~~losses~~amount orof ~~restrict~~overstatement of our ~~operations~~performance indicators and may negatively impact our reputation;

● weour ~~may~~cloud ~~face~~services ~~liability~~business ~~for~~may ~~hosting~~not aachieve ~~variety~~our ofintended ~~tortious~~results, orwhich ~~unlawful~~could ~~materials~~adversely ~~uploaded~~affect byour ~~third parties~~business, ~~notwithstanding~~financial ~~the~~condition ~~liability~~and ~~protections~~results of ~~Section 230~~operations;

● ~~the~~negative ~~incentives~~media ~~that~~campaigns wemay ~~offer~~adversely toimpact ~~certain~~our ~~content~~financial ~~creators~~performance, ~~may~~results ~~lead~~of tooperations, ~~liability~~and ~~based~~relationships onwith ~~the~~our ~~actions~~business ofpartners, ~~those~~including content creators and advertisers;

● ~~changes~~our inBitcoin ~~tax~~treasury ~~rates,~~strategy ~~changes~~exposes inus ~~tax treatment of companies engaged in e-commerce, the adoption of new U.S. or international tax legislation, or exposure~~ to ~~additional~~various ~~tax~~risks ~~liabilities~~associated ~~may~~with ~~adversely~~holding ~~impact our financial results~~Bitcoin;

● ~~compliance~~our ~~obligations~~planned ~~imposed~~expansion byinto ~~new~~accepting ~~privacy~~certain ~~laws,~~stablecoins ~~laws~~as ~~regulating~~a ~~online~~medium ~~video~~of ~~sharing~~exchange ~~platforms,~~will ~~other~~expose ~~online~~us ~~platforms~~to ~~and~~additional ~~online~~financial, ~~speech~~regulatory, ~~in certain jurisdictions in which we operate~~operational, orand ~~industry~~market ~~practices~~risks ~~may~~that could adversely affect our business, ~~and~~financial ~~operating~~condition, and results of operations;

● weour ~~may~~increasing ~~become~~use ~~subject~~of toartificial ~~newly~~intelligence ~~enacted~~technologies ~~laws~~presents significant regulatory, legal, operational, cybersecurity, and ~~regulations~~reputational risks that ~~restrict~~could ~~content~~materially onand ~~the~~adversely ~~internet~~affect our business, financial condition, and results of operations;

● ~~paid~~prolonged ~~endorsements~~or byescalating ~~our~~trade ~~content~~disputes ~~creators~~could ~~may~~materially ~~expose us to regulatory risk, liability,~~ and ~~compliance costs, and, as a result, may~~ adversely affect our business, financial condition, and results of operations;

● wethe ~~may~~operation ~~face~~of ~~negative~~our ~~publicity~~non-custodial ~~for~~crypto ~~removing,~~wallet orexposes ~~declining~~us to ~~remove~~significant regulatory, ~~certain~~operational, ~~content~~security, ~~regardless~~and ofmarket ~~whether~~risks ~~such~~that ~~content~~could ~~violated~~adversely ~~any~~affect ~~law~~our business, financial condition, results of operations, and reputation;

● we collect, store, and process large amounts of user video content and personal information of our ~~Chief~~users ~~Executive~~and ~~Officer~~subscribers. ~~(“CEO”)~~If ~~has~~our ~~control~~security ~~over~~measures ~~key~~are ~~decision~~breached, ~~making~~our sites and applications may be perceived as anot ~~result~~being ofsecure, ~~his~~traffic ~~control~~and ofadvertisers amay ~~majority~~curtail ofor ~~the~~stop ~~voting~~viewing ~~power~~our ofcontent or using our ~~outstanding~~services, ~~capital~~our ~~stock~~business and operating results could be harmed, and we could face legal claims from users and subscribers;

● ~~our~~existing ~~CEO~~and ~~may~~proposed belaws ~~incentivized~~and toregulations ~~focus~~concerning onprivacy, data protection, and security with respect to the ~~short-term~~use, ~~share~~processing, ~~price~~transfer, asreceipt, adisclosure, ~~result~~storage, ofand ~~his~~protection ~~interest~~of inpersonal ~~shares~~information ~~placed~~utilized in ~~escrow~~our ~~and~~operations ~~subject~~could toaffect ~~forfeiture~~our ~~pursuant~~business topractices and the ~~terms~~profitability of ~~the~~internet-based ~~Business~~marketing ~~Combination Agreement~~operations;

● weour ~~have~~cloud ~~incurred~~services business operates in a highly regulated environment, subject to a complex and ~~will~~rapidly ~~incur~~evolving ~~significant~~array ~~increased~~of ~~expenses~~domestic and ~~administrative~~international ~~burdens~~laws, asregulations, aand ~~public~~industry ~~company~~standards governing data privacy, ~~which~~cybersecurity, ~~could~~data ~~have~~localization, ancross-border ~~adverse~~data ~~effect~~transfers, onand ~~our~~emerging ~~business~~technologies such as artificial intelligence, ~~financial~~and ~~condition~~a failure to comply with these laws may subject us to legal and ~~results~~regulatory ofenforcement actions, or negatively impact our operations; ~~and~~

● ~~substantial~~noncompliance ~~future~~with ~~sales~~anti-corruption, ofanti-bribery, ~~our~~anti-money ~~Class~~laundering, Aand ~~Common~~similar ~~Stock~~laws bycan ~~our~~subject ~~current~~us ~~stockholders~~to ~~could~~criminal ~~cause~~or ~~the~~civil ~~market~~liability ~~price~~and ofharm our ~~Class~~business, Afinancial ~~Common~~condition ~~Stock~~,and toresults ~~decline.~~of operations;

~~Risks Relating~~● we may be found to ~~Our~~have ~~Business~~infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations;

~~Weakened global~~● ~~economic~~we ~~conditions,~~may ~~including~~face ~~the~~liability ~~effects~~for hosting a variety of ~~heightened~~tortious ~~inflation~~or unlawful materials uploaded by third parties, ~~may~~notwithstanding ~~affect~~the ~~our~~liability ~~business~~protections ~~and~~of ~~operating~~Section ~~results.~~230;

~~Our overall~~● ~~performance~~the ~~depends~~incentives inthat ~~part~~we onoffer ~~worldwide economic conditions. Global financial developments and downturns seemingly unrelated~~ to uscertain orcontent ~~our~~creators ~~industry~~ may ~~negatively~~lead ~~affect us. The U.S. and other key international economies have been affected from time~~ to ~~time~~liability ~~by falling~~based ~~demand~~on for a variety of goods and services, restricted credit, reduced liquidity, reduced corporate profitability, weak economic growth, volatility in credit, equity and foreign exchange markets, bankruptcies, implemented or threatened tariffs, trade wars, inflation and overall uncertainty with respect to the ~~economy.~~actions ~~Weak economic conditions or the perception thereof, or significant uncertainty regarding the stability~~ of ~~financial~~those ~~markets related to stock market volatility, inflation, recession, changes in governmental fiscal, monetary and tax policies, among others, could adversely impact our business and operating results.~~creators;

~~High inflation~~● ~~rates~~user-generated incontent ~~the~~could ~~U.S.~~affect ~~and~~the ~~globally~~quality ~~may~~of ~~result in reduced consumer confidence and discretionary spending, decreased demand by advertisers for~~ our ~~products and~~ services, ~~increases in our labor~~ and ~~other~~deter ~~operating~~existing ~~costs, constrained credit and liquidity, reduced government spending and volatility in financial markets. The Federal Open Market Committee of the Federal Reserve has raised, may again raise,~~ or ~~may~~ ~~delay~~potential ~~lowering~~users ~~the target federal funds rate in response to concerns over inflation risk. Higher than typical interest rates impact the cost of any borrowing that we may make~~ from ~~time~~using ~~to time and could impact~~ our ~~ability to access the capital markets. Higher than typical interest rates~~platforms, ~~especially if coupled with reduced government spending~~ and ~~volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks. In an inflationary environment,~~ we may be unable to increase our revenues at or above the rate at which our costs increase, which could negatively impact our operating margins and could have a material adverse effect on our business and operating results. In such an environment, in which we also face ~~significant~~negative ~~competition~~publicity ~~from~~for ~~larger and well-capitalized competitors~~removing, weor ~~may~~declining ~~experience rising costs~~ to ~~secure~~remove, ~~the~~certain ~~services of top~~ content ~~creators. We also may experience lower-than-expected advertising sales~~, ~~reduced~~regardless ~~demand~~of ~~for~~whether ~~our~~such ~~cloud~~content ~~services~~violates ~~offerings,~~any ~~and potential adverse impacts on our competitive position if there is a decrease in consumer spending.~~law;

9● changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities may adversely impact our financial results;

~~Our limited~~● ~~operating~~compliance ~~history~~obligations ~~makes~~imposed itby ~~difficult~~new toprivacy ~~evaluate~~laws, laws regulating online video sharing platforms, other online platforms and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business, financial performance, and ~~prospects.~~operating results;

~~We have~~● awe ~~limited~~may ~~operating~~become ~~history, which makes it difficult to evaluate our businesses and prospects or forecast our future results. We are~~ subject to ~~the~~newly ~~same~~enacted ~~risks~~laws and ~~uncertainties~~regulations ~~frequently~~that ~~encountered~~restrict ~~by companies in rapidly evolving markets. Our financial results in any given quarter can be influenced by numerous factors, many of which we are unable to predict~~ or ~~are~~moderate ~~outside~~content ofon ~~our~~the ~~control, including:~~internet;

● ~~our~~we ~~ability~~are exposed to ~~maintain~~significant ~~and~~regulatory, ~~grow~~operational, ~~traffic~~compliance, ~~content uploads~~privacy, and ~~engagement~~legal risks related to age restriction or verification requirements and children’s online safety laws contemplated or enacted in various U.S. states and foreign jurisdictions;

● ~~changes~~paid ~~made~~endorsements toby ~~other~~our ~~online~~content ~~video~~creators ~~sharing~~may ~~platforms,~~expose ~~short~~us ~~form~~to ~~video~~regulatory ~~platforms~~risk, ~~video~~liability, ~~streaming~~and ~~services~~compliance costs, orand, ~~changes~~as ina ~~the~~result, ~~patterns~~may ofadversely ~~use~~affect ofour ~~those~~business, ~~channels~~financial bycondition ~~users~~and results of operations;

~~● our ability to attract and retain advertisers and content creators in a particular period;~~9

● ~~the~~our ~~number~~Chief Executive Officer (“CEO”) has control over key decision making as a result of ~~ads~~his ~~shown~~control toof a majority of the voting power of our ~~traffic~~outstanding capital stock;

● our CEO may be incentivized to focus on the ~~pricing~~short-term share price as a result of ~~our~~his ~~advertising~~interest ~~products~~in shares placed in escrow and subject to forfeiture pursuant to the terms of the CF Business Combination Agreement;

● ~~the~~we ~~diversification~~have incurred and ~~growth~~will ofincur ~~revenue~~significantly ~~sources~~increased ~~beyond~~expenses ~~current~~and ~~advertising~~administrative ~~products~~burdens as a public company, which could have an adverse effect on our business, financial condition, and results of operations;

● ~~the~~substantial ~~development~~future ~~and~~sales ~~introduction~~ of ~~new~~our ~~content,~~Class ~~products,~~A orCommon ~~services~~Stock by usour orcurrent stockholders could cause the market price of our ~~competitors~~Class A Common Stock to decline; and

● ~~increases~~risks inrelated ~~marketing, sales, and other operating expenses that we may incur~~ to ~~grow~~the ~~and~~proposed ~~expand~~ND ~~our~~Business ~~operations and to remain competitive;~~Combination.

●Risks ~~our~~Relating ~~reliance on key vendor relationships, including our relationship with Cosmic Inc. and Kosmik Development Skopje doo (“Cosmic”)~~ to ~~provide~~Our ~~content moderation, cybersecurity support, and software development services, and dependence on a small number of customer relationships;~~Business

●Weakened ~~legislation~~global oreconomic ~~judicial~~conditions ~~activity~~may affect ~~in Canada, the European Union, or other jurisdictions that forces us to change~~ our ~~content~~business ~~moderation policies~~ and ~~practices,~~operating ~~deactivate certain user accounts, or make our platforms unavailable in those jurisdictions;~~results.

●Our ~~the~~overall ~~relative~~performance ~~interest~~depends in ~~shown~~part byon ~~the~~worldwide ~~public~~economic ~~with~~conditions. ~~respect~~Global financial developments and downturns seemingly unrelated to ~~news~~us or our industry may negatively affect our business and ~~politics~~operating results. The U.S. and other key international economies have been affected from time to time by falling demand for a variety of goods and services, ~~including~~restricted ~~fluctuations~~credit, reduced liquidity, reduced corporate profitability, weak economic growth, volatility in ~~such~~credit, ~~interest~~equity ~~before~~and foreign exchange markets, ~~during~~bankruptcies, implemented or threatened tariffs, trade wars, inflation and overall ~~after~~uncertainty ~~the~~with ~~traditional~~respect Uto the economy.S. ~~election~~Weak ~~cycle;~~economic conditions or the perception thereof, or significant uncertainty regarding the stability of financial markets related to stock market volatility, inflation, recession risks, changes in governmental fiscal, monetary and tax policies, among others, could adversely impact our business and operating results.

●High inflation rates in the U.S. ~~relative~~and ~~popularity~~globally ~~with~~may ~~users~~result in reduced consumer confidence and discretionary spending, decreased demand by advertisers for our products and services, increases in our labor and other operating costs, constrained credit and liquidity, reduced government spending, and volatility in financial markets. While the Federal Open Market Committee of the ~~sports~~Federal ~~leagues~~Reserve has implemented rate cuts in late 2025, ~~media~~further cuts in 2026 are expected to be limited in light of inflationary risks. Higher than typical interest rates impact the cost of any borrowing that we may make from time to time and ~~political~~could ~~commentators~~impact our ability to access the capital markets. Higher than typical interest rates, ~~online~~especially if ~~influencers~~coupled with reduced government spending and ~~other~~volatility ~~personalities~~in ~~with~~financial ~~which~~markets, ormay ~~with~~have ~~whom~~the effect of further increasing economic uncertainty and heightening these risks. In an inflationary environment, we ~~have~~may ~~exclusive~~be ~~contractual~~unable ~~arrangements~~to increase our revenues at or ~~are~~above ~~otherwise~~the ~~prominently~~rate ~~featured~~at which our costs increase, which could negatively impact our operating margins and could have a material adverse effect on our ~~platform;~~business and operating results. In such an environment, in which we also face significant competition from larger and well-capitalized competitors, we may experience rising costs to secure the services of top content creators. We also may experience lower-than-expected advertising sales, reduced demand for our cloud services offerings, and potential adverse impacts on our competitive position if there is a decrease in consumer spending.

●Our ~~our~~limited ~~ability~~operating tohistory ~~maintain~~makes ~~gross~~it ~~margins~~difficult to ~~and~~evaluate ~~operating~~our ~~margins;~~business and prospects.

●We ~~system~~have ~~failures~~a limited operating history, which makes it difficult to evaluate our businesses and prospects or ~~breaches~~forecast our future results. We are subject to the same risks and uncertainties frequently encountered by companies in rapidly evolving markets. Our financial results in any given quarter can be influenced by numerous factors, many of ~~security~~which we are unable to predict or ~~privacy.~~are outside of our control, including:

~~We may~~● ~~not~~our ~~continue~~ability to ~~grow or~~ maintain ~~our~~and ~~active~~grow ~~user base~~traffic, ~~may~~content ~~not be able to achieve or maintain profitability~~uploads, and ~~may not be able to scale our systems, technology, or infrastructure effectively or grow our business at the same or similar rate as other comparable companies.~~engagement;

~~The growth~~● ofchanges ~~our~~made ~~user~~to ~~base,~~other asonline ~~measured~~video bysharing ~~our current key performance metrics~~platforms, ~~including~~short ~~monthly~~form ~~active~~video ~~users (MAUs)~~platforms, ~~may not be sustainable and should not be considered indicative of future levels of active viewers and future performance. In addition, we may not realize sufficient revenue to achieve~~ or, ifvideo ~~achieved,~~streaming ~~maintain profitability. As we grow our business, our revenue growth rates may slow or reverse in future periods due to several reasons, which may include slowing demand for our~~ services, ~~increasing competition, a decrease in the growth of our overall market, an inability to scale our systems, technology~~ or ~~infrastructure~~changes ~~effectively, and the failure to capitalize on growth opportunities or the maturation of our business. We may incur losses~~ in the ~~future~~patterns ~~for several reasons, including insufficient growth in the level~~ of ~~engagement,~~use ~~a failure to retain our existing level~~ of ~~engagement,~~those ~~increasing~~channels ~~competition,~~by the failure to continue to attract content creators with large followings, the payment of fixed payment obligations to content creators who join our platform that turn out to be unprofitable over the term of the applicable contract as a result of actual performance that does not meet our original modeled financial projections for that creator, the unavailability of certain popular content creators for extended periods of time due to personal or other reasons, as well as other risks described in these “Risk Factors,” and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown factors. We expect to continue to make investments in the development and expansion of our business, which may not result in increased or sufficient revenue or growth, including relative to other comparable companies, as a result of which we may not be able to achieve or maintain profitability.users;

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

~~If we~~● ~~fail~~the tonumber ~~maintain~~of ~~adequate~~ads ~~operational~~shown ~~and financial resources, particularly if we continue~~ to ~~grow rapidly, we may be unable to execute~~ our ~~business plan or maintain high levels of service and customer satisfaction.~~traffic;

~~We have~~● experienced, and expect to continue to experience, rapid growth, which has placed, and may continue to place, significant demands on our management and our operational and financial resources. Our organizational structure is becoming more complex as we scale our operational, financial, and management controls, as well as our reporting systems and procedures, and expand internationally. As we continue to grow, we face challenges of integrating, developing, training, and motivating a rapidly growing employee base in our various offices in multiple jurisdictions and navigating a complex multinational regulatory landscape. If we fail to manage our anticipated growth and change in a manner that preserves the ~~functionality~~pricing of our ~~platforms~~advertising ~~and solutions, the quality of our~~ products ~~and services may suffer, which could negatively affect our brand and reputation and harm our ability to attract customers.~~;

~~To manage~~● growth in our operations and personnel, we will need to continue to grow and improve our operational, financial, and management controls and our reporting systems and procedures. We will require significant capital expenditures and the ~~allocation~~diversification ~~of valuable management resources to grow~~ and ~~change in these areas. Our expansion has placed, and our expected future~~ growth ~~will~~of ~~continue~~revenue tosources ~~place,~~beyond acurrent ~~significant strain~~advertising ~~on our management, customer experience, research and development, sales and marketing, administrative, financial, and other resources.~~products;

~~We anticipate~~● ~~that~~the ~~significant~~development ~~additional investments will be required to scale our operations~~ and ~~increase~~introduction ~~productivity, to address the needs~~ of ~~our~~new ~~customers~~content, ~~to further develop and enhance our~~ products ~~and services~~, ~~including~~or ~~our cloud~~ services ~~business,~~by tous ~~expand~~or ~~into new geographic areas and to scale with~~ our overall growth. If additional investments are required due to significant growth, this will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term.competitors;

Users are increasingly using mobile devices and connected TV apps to access content within digital media and adjacent businesses, and if we are unsuccessful in attracting new users to our mobile and connected TV offerings and expanding the capabilities of our content and other offerings with respect to our mobile and connected TV platforms, our business and operating results could be adversely affected.10

~~Our future~~● ~~success~~increases ~~depends~~ in ~~part on the continued growth in the use of our mobile apps and platforms by our users. The use of mobile technology may not continue to grow at historical rates~~marketing, ~~users may not continue to use mobile technology to access digital media and adjacent businesses~~sales, ~~and~~ ~~monetization rates for content on mobile devices~~ and ~~connected~~other TVoperating ~~apps~~expenses ~~may~~that bewe ~~lower than monetization rates on traditional desktop platforms. Further, mobile devices~~ may ~~not~~incur be accepted as a viable long-term platform for several reasons, including actual or perceived lack of security of information and possible disruptions of service or connectivity. In addition, traffic on our mobile platforms may not continue to grow ~~if we do not continue to innovate~~ and ~~introduce~~expand ~~enhanced products on such platforms, or if users believe that~~ our ~~competitors~~ ~~offer~~operations ~~superior~~and mobile products. The growth of traffic on our mobile products may also slow or decline if our mobile applications are no longer compatible with operating systems such as iOS, Android, Windows or the devices they support. If use of our mobile platforms does not continue to ~~grow,~~remain ~~our business and operating results could be adversely affected.~~competitive;

~~Our traffic~~● ~~growth,~~our ~~engagement,~~reliance ~~and~~on ~~monetization~~key ~~depend~~vendor ~~upon~~relationships, ~~effective~~including ~~operation~~our ~~within~~relationship with Cosmic Inc. and ~~compatibility~~Kosmik ~~with~~Development ~~operating~~Skopje ~~systems,~~doo ~~networks~~(“Cosmic”), ~~devices,~~ ~~web~~to ~~browsers~~provide ~~and~~content ~~standards~~moderation, ~~including~~cybersecurity ~~mobile~~support, ~~operating~~and ~~systems,~~software ~~networks~~development services, and ~~standards~~our ~~that~~dependence weon doa ~~not~~small ~~control.~~number of customer relationships;

~~We make~~● ~~our~~legislation ~~content~~or ~~available~~judicial ~~across~~activities ain ~~variety~~Canada, ofthe ~~operating~~European ~~systems~~Union ~~and through websites. We are dependent on~~ (the ~~compatibility of our content with popular devices~~“EU”), ~~streaming~~or ~~tools,~~other ~~desktop~~jurisdictions ~~and mobile operating systems, connected TV systems, web browsers~~ that wemay doforce ~~not~~us ~~control, such~~to aschange ~~Mac~~our ~~OS,~~content ~~Windows,~~moderation ~~Android,~~policies ~~iOS, Chrome~~ and ~~Firefox~~practices, ~~and~~deactivate ~~mobile~~certain ~~application~~user ~~stores~~accounts, ~~such as Apple’s App Store and the Google Play Store. Any changes in such systems, devices~~ or ~~web~~make ~~browsers that degrade the functionality of~~ our ~~content~~platforms orunavailable ~~give~~in ~~preferential~~those ~~treatment to competitive content could adversely affect usage of our content.~~jurisdictions;

11● the relative interest shown by the public with respect to news and politics, including fluctuations in such interest before, during, or after the traditional U.S. election cycle;

~~A significant~~● portion of our traffic accesses our content and services through mobile devices and, as a result, our ability to grow traffic, engagement and advertising revenue is increasingly dependent on our ability to generate revenue from content viewed and engaged with on mobile devices. A key element of our strategy is focusing on mobile apps and connected TV apps, and we expect to continue to devote significant resources to the ~~creation~~relative ~~and~~popularity ~~support of developing new and innovative mobile and connected TV products, services and apps. We are dependent on the interoperability of our content and our apps~~ with ~~popular~~users ~~mobile operating systems, streaming tools, networks and standards that we do not control, such as the Android and iOS operating systems. We also depend on the availability~~ of the ~~Rumble app~~sports ~~on mobile app stores~~leagues, ~~such~~media ~~as Apple’s App Store~~ and ~~the~~political ~~Google Play Store~~commentators, ~~and~~online ~~if our access to such stores is limited or terminated~~influencers, ~~regardless~~ of the legitimacy of the stated reasons, our ability to reach users through our mobile app will be negatively impacted. We may not be successful in maintaining or developing relationships with key participants in the mobile and ~~connected~~other TVpersonalities ~~industries or in developing content that operates effectively~~ with ~~these~~which ~~technologies, systems, tools, networks,~~ or ~~standards. Any changes in such systems, or changes in our relationships~~ with ~~mobile~~whom operating system partners, handset and connected TV manufacturers, or mobile carriers, or in their terms of service or policies that reduce or eliminate our ability to distribute and monetize our content, impair access to our content by blocking access through mobile devices, make it hard to readily discover, install, update or access our content and apps on mobile devices and connected TVs, limit the effectiveness of advertisements, give preferential treatment to competitive, or their own, content or apps, limit our ability to measure the effectiveness of branded content, or charge fees related to the distribution of our content or apps could adversely affect the consumption and monetization of our content on mobile devices. Additionally, our operating expenses will increase if the number of platforms for which we ~~develop~~have ~~our~~exclusive ~~product~~contractual ~~expands.~~arrangements ~~In the event that it is more difficult to access our content~~ or ~~use~~are ~~our~~otherwise ~~apps~~prominently ~~and~~featured ~~services, particularly~~ on ~~mobile devices and connected TVs, or if~~ our users choose not to access our content or use our apps on their mobile devices and connected TVs or choose to use mobile products or connected TVs that do not offer access to our content or our apps, or if the preferences of our traffic require us to increase the number of platforms on which our product is made available to our traffic, our traffic growth, engagement, ad targeting and monetization could be harmed and our business and operating results could be adversely affected.platform;

~~Our business~~● ~~depends on continued and unimpeded access to~~ our ~~content~~ability ~~and services on the internet. If we or those who engage with our content experience disruptions in internet service, or if internet service providers are able~~ to ~~block,~~maintain ~~degrade~~gross ormargins ~~charge for access to our content~~ and ~~services,~~operating wemargins; ~~could incur additional expenses~~ and ~~the loss of traffic and advertisers.~~

~~Our products~~● ~~and~~system ~~services~~failures depend on the ability of users to access our content and services on the internet. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned service providers. Laws or ~~regulations~~breaches ~~that adversely affect the growth, popularity or use~~ of ~~the~~security ~~internet, including changes to laws~~ or regulations impacting internet neutrality, could decrease the demand for our products or offerings, increase our operating costs, require us to alter the manner in which we conduct our business and/or otherwise adversely affect our businessprivacy. We could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business. For example, paid prioritization could enable internet service providers, or ISPs, to impose higher fees and otherwise adversely impact our business. Internationally, government regulation concerning the internet, and in particular, network neutrality, may be developing or may not exist at all. Within such an environment, without network neutrality regulations, we could experience discriminatory or anti-competitive practices that could impede both our and our customers’ domestic and international growth, increase our costs or adversely affect our business.

We ~~rely~~ onmay ~~data~~not ~~from~~continue ~~third~~to ~~parties~~grow toor ~~calculate~~maintain our ~~certain~~active ofuser ~~our~~base, ~~performance~~may ~~metrics.~~not ~~Real~~be orable ~~perceived~~to ~~inaccuracies~~achieve inor ~~such~~maintain ~~metrics~~profitability, and may ~~harm~~ not be able to scale our ~~reputation~~systems, ~~and~~technology, ~~negatively~~or ~~affect~~infrastructure effectively or grow our business at the same or similar rate as other comparable companies.

~~We track~~The ~~certain~~growth ~~performance~~of ~~metrics,~~our ~~such~~user base, as measured by our current key performance metrics, including MAUs, ~~based~~may onnot ~~data~~be ~~from~~sustainable ~~third~~and ~~parties.~~should ~~While~~not ~~these~~be ~~numbers~~considered ~~are~~indicative ~~based~~of future onlevels ~~what~~of active viewers and future performance. In addition, we ~~believe~~ may not realize sufficient revenue to beachieve ~~reasonable~~or, ~~calculations~~if ~~for~~achieved, maintain profitability. For the ~~applicable~~fiscal ~~periods~~years ofended ~~measurement~~December 31, ~~our~~2025 ~~third-party~~and ~~providers~~December ~~periodically~~31, ~~encounter~~2024, ~~difficulties~~we incurred a significant net loss and did not achieve profitability. As we grow our business, our revenue growth rates may slow or reverse in ~~providing~~future ~~accurate~~periods ~~data~~due to several reasons, which may include slowing demand for ~~such~~our ~~metrics~~services, asincreasing competition, a ~~result~~decrease ofin athe ~~variety~~growth of ~~factors~~our overall market, ~~including~~an ~~human~~inability to scale our systems, technology or infrastructure effectively, and ~~software~~the ~~errors~~failure to capitalize on growth opportunities or the maturation of our business. We ~~expect~~may ~~these~~incur losses in the future for several reasons, including insufficient growth in the level of engagement, a failure ~~challenges~~to ~~may~~retain our existing level of engagement, increasing competition, the failure to continue to ~~occur~~attract content creators with large followings, the ~~and~~payment ~~potentially~~of fixed payment obligations to ~~increase~~content ascreators who join our ~~engagement~~platform ~~grows.~~that ~~There~~turn ~~are~~out ~~also~~to ~~inherent~~be ~~challenges~~unprofitable inover ~~measuring~~the term of the ~~usage~~applicable ~~across~~contract as a result of actual performance that does not meet our ~~large~~original ~~user~~modeled ~~base.~~financial ~~For~~projections ~~example~~for that creator, the unavailability of certain popular content creators for extended periods of time due to personal or other reasons, as ~~further~~well as other risks described in ~~our~~these “~~Key~~Risk ~~Business Metrics~~Factors,” ~~section~~and we may encounter unforeseen expenses, ~~there~~difficulties, iscomplications aand ~~potential~~delays ~~for~~and ~~minor~~other ~~overlap~~unknown infactors. ~~our~~We ~~usage~~expect ~~data~~to ~~due~~continue to ~~users~~make ~~who~~investments ~~access~~in ~~Rumble’s~~the ~~content~~development ~~through~~and ~~the~~expansion ~~web,~~of our ~~mobile apps~~business, ~~and~~which ~~connected~~may ~~TVs~~not result in increased or sufficient revenue or growth, including relative to other comparable companies, as a ~~given~~result ~~measurement~~of ~~period~~which we may not be able to achieve or maintain profitability.

~~Third parties~~If ~~on which~~ we ~~rely~~fail ~~for certain of our key metrics may make changes or improvements~~ to ~~their~~maintain ~~tools~~adequate ~~and methodologies. For example,~~operational ~~starting July 1, 2023, Universal Analytics (UA), Google’s analytics platform on which we historically relied for calculating MAUs using company-set parameters, was phased out by Google~~ and ~~ceased~~financial ~~processing data. At that time~~resources, ~~Google~~particularly ~~Analytics~~if 4our ~~(GA4)~~business ~~succeeded~~returns ~~UA as Google’s next-generation analytics platform, which we used~~ to ~~determine~~a ~~MAUs~~period ~~since the third quarter~~ of ~~2023~~rapid ~~and~~growth ~~which~~or weexperiences ~~expect to~~any ~~continue~~significant ~~to use to determine MAUs in future periods. Although Google has disclosed certain information regarding the transition to GA4~~change, ~~Google~~we does not currently make available sufficient information relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs. Because Google has publicly stated that metrics in UA may ~~be more or less similar~~ ~~to metrics in GA4, and that it is not unusual for there to~~ be ~~apparent discrepancies between the two systems, we are~~ unable to ~~determine whether~~execute ~~the~~our ~~transition~~business ~~from~~plan ~~UA to GA4 has had a positive~~ or ~~negative~~maintain ~~effect,~~high orlevels ~~the magnitude~~ of ~~such~~service ~~effect,~~and ifcustomer ~~any, on our reported MAUs~~satisfaction. It is therefore possible that MAUs that we reported based on the UA methodology for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology in subsequent periods.

12Although our growth rate has moderated over the last several years, our business and operations remain complex, and renewed or uneven growth in any future period, changes in our mix of products and services, or shifts in customer demand could again place significant demands on our management and our operational and financial resources. Our organizational structure has become more complex as we have scaled our operational, financial, and management controls, as well as our reporting systems and procedures, and this complexity will remain in periods when our growth rate slows.

~~Changes to~~If ~~these~~our ~~tools~~growth ~~and~~reaccelerates, occurs ~~methodologies~~in ~~could~~any ~~cause~~new ~~inconsistency~~area ~~between~~(such ~~current~~as ~~data~~new ~~and~~products, ~~previously~~services, ~~reported~~or ~~data~~geographies), ~~which~~or ~~could~~is ~~raise~~concentrated ~~questions about~~in ~~the~~particular ~~usefulness~~parts of our ~~reported~~business, ~~metrics~~we ormay face ~~make~~challenges itintegrating, ~~more~~developing, ~~difficult~~training, ~~for~~and ~~investors~~motivating topersonnel ~~accurately~~across ~~assess~~multiple ~~our~~jurisdictions ~~performance~~and ~~over~~navigating ~~time.~~a complex multinational Ifregulatory ~~our~~landscape. ~~users~~Conversely, ~~advertisers,~~if ~~partners~~our ~~and~~growth ~~stockholders~~remains domodest ~~not~~or ~~perceive~~slows ~~our~~further, ~~metrics~~we tomay be ~~accurate~~required ~~representations,~~to oradjust ifour wecost ~~discover~~structure ~~material inaccuracies~~and ~~in our metrics~~resource allocation, ~~our~~which ~~reputation~~could ~~may~~ be ~~damaged,~~disruptive ~~resulting~~to inour ~~material~~operations ~~harm~~and toaffect our ~~business,~~ability ~~results~~to ofmaintain ~~operations,~~service levels and ~~financial condition~~pursue strategic initiatives.

~~We face significant competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could be harmed.~~11

~~Competition for~~To ~~traffic~~manage changes in our operations and ~~engagement~~personnel, ~~with~~whether ~~our~~driven ~~content~~by renewed growth, ~~products~~shifts ~~and~~in ~~services~~our isbusiness, ~~intense.~~or Weefforts ~~compete~~to ~~against~~improve ~~companies~~efficiency, ~~that~~we ~~have~~will ~~greater~~need ~~financial~~to continue to ~~resources~~grow and ~~larger~~improve ~~user~~our ~~bases.~~operational, Asfinancial, aand ~~result,~~management ~~our~~controls ~~competitors~~and ~~may~~our ~~acquire~~reporting systems and ~~engage~~procedures. ~~traffic~~We will need to incur significant capital expenditures and ~~users~~allocate atvaluable ~~the~~management ~~expense~~resources ofto ~~the~~adapt ~~growth~~these ~~or engagement~~areas ofto ~~our~~evolving ~~traffic~~business conditions, and ~~users,~~our ~~which~~past ~~would~~expansion has ~~negatively~~placed, ~~affect~~and our ~~business.~~future Weexpansion ~~believe~~or ~~that~~restructuring ~~our~~may ~~ability~~continue to ~~compete~~place, ~~effectively~~a ~~for traffic~~significant ~~and~~strain ~~users~~on ~~depends~~our ~~upon~~management, ~~many~~customer ~~factors~~experience, research ~~both~~and ~~within~~development, sales and ~~beyond~~marketing, ~~our~~administrative, ~~control~~financial, ~~including:~~and other resources.

●We anticipate that significant additional investments may be required to scale or reconfigure our operations and increase productivity, to address the ~~popularity~~needs of our customers, to ~~usefulness~~further develop and ~~reliability~~enhance ofour products and services, including our ~~content~~cloud ~~compared~~services business, to ~~that~~expand ofinto new geographic areas, and to support our ~~competitors;~~business even if our overall growth remains modest. If additional investments are required due to significant growth or other changes in our business, our cost base would increase, which may make it more difficult for us to offset any future revenue shortfalls or periods of slower growth by reducing expenses in the short term.

●Users ~~the~~are ~~timing~~increasingly using mobile devices and ~~market~~connected ~~acceptance~~TV apps to access content within digital media and adjacent businesses, and if we are unsuccessful in attracting new users to our mobile and connected TV offerings and expanding the capabilities of our content; and other offerings with respect to our mobile and connected TV platforms, our business and operating results could be adversely affected.

●Our future success depends in part on the continued ~~expansion~~growth ~~and~~in ~~adoption~~the use of our mobile apps and platforms by our users. The use of mobile technology may not continue to grow at historical rates, users may not continue to use mobile technology to access digital media and adjacent businesses, and monetization rates for content; on mobile devices and connected TV apps may be lower than monetization rates on traditional desktop platforms. Further, mobile devices may not be accepted as a viable long-term platform for several reasons, including actual or perceived lack of security of information and possible disruptions of service or connectivity. In addition, traffic on our mobile platforms may not continue to grow if we do not continue to innovate and introduce enhanced products on such platforms, or if our users believe that our competitors offer superior mobile products. The growth of traffic on our mobile products may also slow or such traffic may decline if our mobile applications are no longer compatible with operating systems such as iOS, Android, Windows, or the devices they support. If the use of our mobile platforms does not continue to grow, our business and operating results could be adversely affected.

●Our ~~our~~traffic ~~ability~~growth, engagement, and ~~the~~monetization depend ~~ability~~upon ofeffective ~~our~~operation ~~competitors~~within and compatibility with operating systems, tonetworks, ~~develop~~devices, ~~new~~web ~~content~~browsers, and ~~enhancements~~standards, toincluding mobile ~~existing~~operating ~~content;~~systems, networks, and standards that we do not control.

●We make our ~~ability,~~content available across a variety of operating systems and through websites. We are dependent on the ~~ability~~compatibility of our ~~competitors~~content with popular devices, streaming totools, ~~attract~~desktop and mobile operating systems, ~~develop~~connected TV systems, web browsers that we do not control, such as Mac OS, Windows, Android, iOS, Chrome, and ~~retain~~Firefox, ~~influencers~~and mobile application stores, such as Apple’s App Store, and ~~creative~~the ~~talent;~~Google Play Store. Any changes in such systems, devices or web browsers that degrade the functionality of our content or give preferential treatment to competitive content could adversely affect usage of our content.

●A significant portion of our traffic accesses our content and services through mobile devices and, as a result, our ability to grow traffic, engagement and advertising revenue is increasingly dependent on our ability to generate revenue from content viewed and engaged with on mobile devices. A key element of our strategy is focusing on mobile apps and connected TV apps, and we expect to continue to devote significant resources to the ~~frequency~~creation and support of developing new and innovative mobile and connected TV products, ~~relative~~services ~~prominence~~and apps. We are dependent on the interoperability of our content and ~~appeal~~our apps with popular mobile operating systems, streaming tools, networks and standards that we do not control, such as the Android and iOS operating systems. We also depend on the availability of the ~~advertising~~Rumble ~~displayed~~app on mobile app stores, such as Apple’s App Store and the Google Play Store, and if our access to such stores is limited or terminated, regardless of the legitimacy of the stated reasons, our ability to reach users through our mobile app will be negatively impacted. We may not be successful in maintaining or developing relationships with key participants in the mobile and connected TV industries or in developing content that operates effectively with these technologies, systems, tools, networks, or standards. Any changes in such systems, or changes in our relationships with mobile operating system partners, handset and connected TV manufacturers, or mobile carriers, or in their terms of service or policies that reduce or eliminate our ability to distribute and monetize our content, impair access to our content by usblocking access through mobile devices, make it hard to readily discover, install, update or access our ~~competitors;~~content and apps on mobile devices and connected TVs, limit the effectiveness of advertisements, give preferential treatment to competitive, or their own, content or apps, limit our ability to measure the effectiveness of branded content, or charge fees related to the distribution of our content or apps could adversely affect the consumption and monetization of our content on mobile devices. Additionally, our operating expenses would increase if the number of platforms for which we develop our product expands. In the event that it becomes more difficult to access our content or use our apps and services, particularly on mobile devices and connected TVs, or if our users choose not to access our content or use our apps on their mobile devices and connected TVs or choose to use mobile products or connected TVs that do not offer access to our content or our apps, or if the preferences of our traffic require us to increase the number of platforms on which our product is made available to our traffic, our traffic growth, engagement, ad targeting, and monetization could be harmed and our business and operating results could be adversely affected.

~~● public perceptions about the predominance of certain political viewpoints on our platform, regardless of whether those perceptions are accurate;~~12

●Our ~~changes~~business ~~mandated~~depends ~~by,~~on orcontinued ~~that~~and unimpeded access to our content and services on the internet. If we ~~elect~~or tothose ~~make~~who toengage ~~address,~~with ~~legislation,~~our ~~regulatory~~content ~~constraints~~experience disruptions in internet service, or ~~litigation~~if internet service providers are able to block, ~~including~~degrade ~~settlements~~or ~~and~~charge ~~consent~~for ~~decrees~~access to our content and services, ~~some~~we ofcould ~~which~~incur ~~may~~additional expenses ~~have~~and athe ~~disproportionate~~loss ~~impact~~of ontraffic ~~us;~~and advertisers.

●Our ~~our~~products and services depend on the ability of users to ~~attract~~access our content and services on the internet. Currently, ~~retain~~this access is provided by companies that have significant market power in the broadband and ~~motivate~~internet ~~talented~~access ~~employees;~~marketplace, including incumbent telephone companies, cable companies, mobile communications companies, and government-owned service providers. Laws or regulations that adversely affect the growth, popularity or use of the internet, including changes to laws or regulations impacting internet neutrality, could decrease the demand for our products or offerings, increase our operating costs, require us to alter the manner in which we conduct our business and/or otherwise adversely affect our business. We could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business. For example, paid prioritization could enable internet service providers, or ISPs, to impose higher fees and otherwise adversely impact our business. Internationally, government regulations concerning the internet, and in particular, network neutrality, may be developing or may not exist at all. Within such an environment, without network neutrality regulations, we could experience discriminatory or anti-competitive practices that could impede both our and our customers’ domestic and international growth, increase our costs, or adversely affect our business.

●We ~~the~~rely ~~costs~~on data from third parties to calculate certain of ~~developing~~our ~~and~~performance ~~procuring~~metrics. ~~new~~Real ~~content,~~or ~~relative~~perceived toinaccuracies ~~those~~in ofsuch metrics may harm our ~~competitors;~~reputation and negatively affect our business.

●We ~~acquisitions~~track orcertain ~~consolidation~~performance metrics, ~~within~~such as our ~~industry~~MAUs, ~~which~~based ~~may~~on data from third parties. While these numbers are based on what we believe to be reasonable calculations for the applicable periods of measurement, our third-party providers periodically encounter difficulties in providing accurate data for such metrics as a result of a variety of factors, including human and software errors. We expect these challenges may continue to occur, and potentially to increase as our engagement grows. There are also inherent challenges in ~~more~~measuring ~~formidable~~usage ~~competitors;~~across our large user base. For example, as further described in the “Key Business Metrics” section herein, there is a potential for minor overlap in our usage data due to users who access Rumble’s content through the web, our mobile apps, and connected TVs in a given measurement period.

●Third parties on which we rely for certain of our ~~reputation~~key metrics may make changes or improvements to their tools and ~~brand~~methodologies. ~~strength~~For ~~relative~~example, starting July 1, 2023, Universal Analytics (“UA”), Google’s analytics platform on which we historically relied for calculating MAUs using company-set parameters, was phased out by Google and ceased processing data. At that time, Google Analytics 4 (“GA4”) succeeded UA as Google’s next-generation analytics platform, which we used to determine MAUs since the third quarter of 2023 and which we expect to continue to use to determine MAUs in future periods. Although Google has disclosed certain information regarding the transition to GA4, Google does not currently make available sufficient information relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our ~~competitors~~reported MAUs. Because Google has publicly stated that metrics in UA may be more or less similar to metrics in GA4, and that it is not unusual for there to be apparent discrepancies between the two systems, we are unable to determine whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect, if any, on our reported MAUs. It is therefore possible that MAUs that we reported based on the UA methodology for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology in subsequent periods.

We also face significant competition for advertiser spend. In determining whether to buy advertising, our advertisers will consider the demand for our content, demographics of our traffic, advertising rates, results observed by advertisers, and alternative advertising options. The increasing number of digital media options available, through social networking tools and news aggregation websites, has expanded consumer choice significantly, resulting in traffic fragmentation and increased competition for advertising. In addition, some of the larger companies have substantially broader content, product or service offerings and leverage their relationships based on other products or services to gain additional share of advertising budgets. We will need to continue to innovate and improve the monetization capabilities of our websites and our mobile products in order to remain competitive. We believe that our ability to compete effectively for advertiser spend depends upon many factors both within and beyond our control, including:13

●Changes ~~the~~to ~~size~~these tools and methodologies ~~composition~~could cause inconsistency between current data and previously reported data, which could raise questions about the usefulness of our ~~user~~reported ~~base~~metrics ~~relative~~or make it more difficult for investors to ~~those~~accurately ofassess our ~~competitors;~~performance over time. If our users, advertisers, partners and stockholders do not perceive our metrics to be accurate representations, or if we discover material inaccuracies in our metrics, our reputation may be damaged, resulting in material harm to our business, results of operations, and financial condition.

●We ~~our~~face adsignificant ~~targeting capabilities~~competition, and ~~those~~if we ofare unable to compete effectively with our competitors; for traffic and advertising spend, our business and operating results could be harmed.

●Competition for traffic and engagement with our ~~ability~~content, products, and services is intense. We compete against companies that have greater financial resources and larger user bases. As a result, our competitors may acquire and engage traffic and users at the ~~ability~~expense of the growth or engagement of our ~~competitors~~traffic and users, towhich ~~adapt~~would negatively affect our ~~respective~~business. ~~models~~We believe that our ability to ~~the~~compete ~~increasing~~effectively ~~power~~for traffic and users ~~significance~~depends ofupon ~~influencers~~many tofactors ~~the~~both ~~advertising~~within ~~community;~~and beyond our control, including:

● the ~~timing~~popularity, usefulness, and ~~market~~reliability ~~acceptance~~ of our ~~advertising~~ content ~~and~~compared ~~advertising~~to ~~products,~~that ~~and those~~ of our competitors;

● ~~our~~the ~~marketing~~timing and ~~selling~~market ~~efforts,~~acceptance ~~and those~~ of our ~~competitors~~content;

● ~~public~~the ~~perceptions~~continued ~~about~~expansion ~~the~~and ~~predominance~~adoption of ~~certain political viewpoints on~~ our ~~platform, regardless of whether those perceptions are accurate~~content;

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

● our ability, and the ~~pricing~~ability ~~for~~of our ~~advertising~~competitors, ~~products~~to ~~and~~attract, ~~services~~develop, ~~relative~~and toretain ~~those~~influencers ofand ~~our~~creative ~~competitors~~talent;

● the ~~return~~frequency, ~~our~~relative ~~advertisers~~prominence ~~receive~~and ~~from~~appeal ~~our~~of the advertising ~~products~~displayed ~~and~~by ~~services,~~us ~~and~~or ~~those of~~ our competitors; ~~and~~

● ~~our~~public ~~reputation~~perceptions ~~and~~about the ~~strength~~predominance of ~~our~~certain ~~brand~~political ~~relative~~viewpoints toon our ~~competitors.~~platform, regardless of whether those perceptions are accurate;

~~Our cloud~~● ~~services~~changes ~~business~~mandated ~~competes primarily with large~~by, ~~diversified~~or ~~technology companies~~ that ~~focus~~we onelect ~~large~~to ~~enterprise customers and provide cloud computing as a component of the suite of services and products that they offer~~address, ~~as well as smaller~~legislation, ~~niche~~regulatory ~~cloud service providers. Many of our competitors and potential competitors~~constraints, ~~particularly~~or ~~the larger competitors~~litigation, ~~have substantial competitive advantages compared to us,~~ including ~~greater~~settlements ~~name recognition~~ and ~~longer~~consent ~~operating histories; greater resources~~decrees, including larger sales and marketing and customer support budgets; the ability to bundle products together; larger and more mature intellectual property portfolios; greater resources to make acquisitions and greater resources for technical assistance and customer support. Competitors to our cloud services business may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, and customer requirements. An existing competitor or a potential competitor could introduce new technology that reduces demand for our products and platform capabilities. In addition, some of ~~our~~which ~~actual~~may ~~and potential competitors~~ have ~~been~~a ~~acquired~~disproportionate byimpact ~~other~~on larger enterprises and have made or may make acquisitions or may enter into partnerships or other strategic relationships that may provide more comprehensive offerings than they individually had offered or achieve greater economies of scale than we are able to achieve.us;

~~Changes to~~● our ~~existing~~ability ~~content and services could fail~~ to attract, ~~traffic~~retain, and ~~advertisers~~motivate ortalented ~~fail to generate revenue.~~employees;

~~We may~~● ~~introduce~~the ~~significant~~costs ~~changes to our existing content. The success~~ of ~~our~~developing ~~new content depends substantially on consumer tastes~~ and ~~preferences~~ ~~that~~procuring ~~change in often unpredictable ways. If this~~ new content ~~fails to engage traffic and advertisers~~, werelative ~~may fail~~ to ~~generate sufficient~~those ~~revenue~~of ~~or operating profit to justify~~ our investments, and our business and operating results could be adversely affected. In addition, we may launch (and incur expenses in connection with) strategic initiatives from time to time, which do not directly generate revenue but which we believe will enhance our attractiveness to traffic and advertisers. In the future, we may invest in new content, products, services, and initiatives to generate revenue, but there is no guarantee these approaches will be successful or that the costs associated with these efforts will not exceed the revenue generated. If our strategic initiatives do not enhance our ability to monetize our existing content or enable us to develop new approaches to monetization, we may not be able to maintain or grow our revenue or recover any associated development costs and our operating results could be adversely affected.competitors;

~~We derive~~● ~~the~~acquisitions ~~majority~~or ofconsolidation within our ~~revenue from advertising. The failure to attract new advertisers~~industry, ~~the~~which ~~loss of existing advertisers, or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets~~ may ~~adversely~~result ~~affect~~in ~~our~~more ~~business~~formidable ~~and operating~~competitors; ~~results.~~ and

~~For the~~● ~~years ended December 31, 2024 and 2023, advertising revenue represents 66% and 74% of total revenue. In addition, a substantial portion of~~ our ~~revenue~~reputation ~~is derived from one advertiser accounting for approximately 16%~~ and ~~46%~~brand ofstrength our revenue for the years ended December 31, 2024 and 2023, respectively. As is common in our industry, our advertisers do not have long-term advertising commitments with us. In addition, many of our advertisers purchase advertising services through one of several large advertising agency holding companies. Our revenue could be harmed by the loss of, or a deterioration in our relationship with, any of our largest advertisers or with any advertising agencies or the holding companies that control them. Advertising agencies and potential new advertisers may view our advertising products and services as experimental and unproven, and we may need to devote additional time and resources to educate them about our products and services. Advertisers may cease doing business with us, or they may reduce the prices they are willing to pay to advertise with us, if we do not deliver ads in an effective manner, or if they do not believe that their investment in advertising with us will generate a competitive return relative to ~~alternatives, including online, mobile, and traditional advertising platforms. Advertisers may refuse to advertise on~~ our ~~platform due to a perceived risk to their brand safety standards, especially given the concentration of news and political content on our platform~~competitors. We believe that our access to certain advertisers has been, and may continue to be, inhibited by the apparent political bias of these companies, some of which we believe may exercise near monopolistic control over the advertising industry. In response, we filed an antitrust lawsuit alleging a conspiracy to withhold advertising revenue from Rumble and other digital media platforms. Our actions to counter these efforts, whether through litigation or publicity campaigns, may not be successful. Any of the foregoing developments may adversely affect our business and operating results.

14We also face significant competition for advertiser spend. In determining whether to buy advertising, our advertisers will consider the demand for our content, demographics of our traffic, advertising rates, results observed by advertisers, and alternative advertising options. The increasing number of digital media options available, through social networking tools and news aggregation websites, has expanded consumer choice significantly, resulting in traffic fragmentation and increased competition for advertising. In addition, some of the larger companies have substantially broader content, product, or service offerings and leverage their relationships based on other products or services to gain additional share of advertising budgets. We will need to continue to innovate and improve the monetization capabilities of our websites and our mobile products in order to remain competitive. We believe that our ability to compete effectively for advertiser spend depends upon many factors both within and beyond our control, including:

~~We may~~● ~~not~~the besize ~~able~~and tocomposition ~~maintain~~of ~~relationships~~our ~~with~~user ~~existing~~base ~~publishers~~relative ~~through RAC and may fail~~ to ~~attract~~those ~~new~~of ~~publishers to~~ our ~~network.~~competitors;

~~Through~~ ● our ~~RAC~~ad ~~marketplace,~~targeting ~~we provide advertising inventory~~capabilities, ~~including host-read advertisements, to third-party publisher websites in exchange for a portion of the revenues generated by such advertisements. Our business~~ and ~~operating~~those results may be adversely affected if we do not deliver ads in an effective manner, if publishers do not believe that advertisements served through RAC generate a competitive return relative to alternative advertising networks, if we are unable to deliver sufficient advertising inventory to publishers, or if our advertising marketplace technology becomes outmoded or outdated. If our relationship with third-party publishers terminates for any reason, or if the commercial terms of our ~~relationships are changed or do not continue to be renewed on favorable terms, we would need to secure and integrate new publishers, which could negatively impact our revenues and profitability.~~competitors;

~~We depend~~● onour ~~third-party~~ability, ~~vendors~~and the ability of our competitors, ~~including~~to ~~internet~~adapt ~~service~~our ~~providers~~respective models to the increasing power and ~~data~~significance ~~centers,~~of influencers to ~~provide~~the ~~core~~advertising ~~services.~~community;

~~Although we~~● ~~are~~the ~~building~~timing ~~our own technical infrastructure, we depend on third-party vendors, including internet service providers~~ and ~~data~~market ~~centers to,~~acceptance ~~among~~of ~~other things, provide customer support, develop software, host videos uploaded by~~ our ~~users,~~advertising ~~transcode~~content ~~videos (compressing a video file~~ and ~~converting~~advertising ~~it into a standard format optimized for streaming)~~products, ~~stream videos to viewers, support our cloud services offerings,~~ and ~~process payments. These vendors provide certain critical services to our technical infrastructure that are time-consuming and costly for us to develop independently. Outages in~~ those ~~services would materially affect our video services and our ability to provide cloud services. Outages may expose us to having to offer credits to subscribers, loss~~ of ~~subscribers, and reputational damage. We are unlikely to be able to fully offset these losses with any credits we might receive from~~ our ~~vendors.~~competitors;

~~Technologies that~~● ~~enable~~our ~~blocking~~marketing ofand ~~certain~~selling ~~online advertisements~~efforts, orand ~~that~~those ~~otherwise~~of ~~impair~~ our ~~ability to deliver advertising, could harm our operating results.~~competitors;

~~Newly developed~~● ~~technologies~~public ~~could~~perceptions ~~block~~about ~~or obscure~~ the ~~display~~predominance of orcertain ~~targeting~~political ofviewpoints ~~our~~on content. For example, in June 2020, Apple announced plans to require applications using its mobile operating systems to obtain an end user’s permission to track them or access their device’s advertising identifier for advertising and advertising measurement purposes, as well as other restrictions that could adversely affect our ~~ability to deliver advertising~~platform, ~~which~~regardless ~~could harm our operating results. Additionally, some providers~~ of ~~consumer mobile~~whether ~~devices~~those ~~and~~perceptions ~~web~~are browsers have implemented, or announced plans to implement, means to make it easier for internet users to prevent the placement of cookies or to block other tracking technologies, which could, if widely adopted, result in the use of third-party cookies and other methods of online tracking becoming significantly less effective and have a significant impact on our ability to monetize our user base.accurate;

~~Our ability~~● tothe ~~generate~~pricing ~~revenue~~for ~~depends~~our onadvertising ~~the~~products ~~development~~ and ~~availability~~services ofrelative ~~tools~~ to ~~accurately~~those ~~measure the effectiveness~~ of ~~advertisements on~~ our ~~platform.~~competitors;

Most advertisers rely on tools that measure the effectiveness of their ad campaigns or that verify viewability of their ads on a platform in order to allocate their advertising spend among various formats and platforms. If we are unable to measure the effectiveness of advertising on our platform or we are unable to convince advertisers that our platform should be part of a larger advertising budget, our ability to increase the demand and pricing of our advertising products and maintain or scale our advertising revenue may be limited. Our tools may be less developed than those of other platforms with which we compete for advertising spend, in particular relative to those platforms that collect more personal information than we do. Therefore, our ability to develop and offer tools that accurately measure the effectiveness of a campaign or verify ad viewability on our platform will be critical to our ability to attract new advertisers and retain, and increase spend from, our existing advertisers.14

~~Developing and~~● ~~improving these tools may require significant time and resources and additional investment, and in some cases we rely on third parties to provide data and~~ the ~~technology~~return ~~needed to provide certain measurement or verification data to~~ our advertisers. Ifreceive wefrom ~~cannot continue to develop and improve~~ our advertising ~~tools~~products ~~in a timely~~ and ~~cost-effective fashion~~services, orand ifthose ~~such~~of ~~tools are unreliable, difficult to use, or otherwise unsatisfactory to~~ our ~~advertisers,~~competitors; ~~or if the measurement or verification results are inconsistent with our advertisers’ goals, our advertising revenue could be negatively impacted, which in turn could adversely affect our business~~ and ~~operating results.~~

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

Our cloud services business competes ~~relies~~primarily with large, diversified technology companies that focus on large enterprise customers and provide cloud computing as a ~~small~~component ~~number~~of the suite of ~~key~~services ~~third-party~~and products that they offer, as well as smaller, niche cloud service providers. Many of our competitors and apotential ~~small~~competitors, ~~number~~particularly ofthe ~~customer~~larger ~~relationships~~competitors, have substantial competitive advantages compared to us, including greater name recognition and longer operating histories; greater resources, including larger sales and marketing and customer support budgets; the ability to bundle products together; larger and more mature intellectual property portfolios; greater resources to make acquisitions; ~~disruption~~and ofgreater ~~which~~resources for technical assistance and customer support. Competitors to our cloud services business may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, and customer requirements. An existing competitor or a potential competitor could ~~harm~~introduce new technology that reduces demand for our ~~operating~~products ~~results~~and platform capabilities. In addition, some of our actual and potential competitors have been acquired by other larger enterprises and have made or may make acquisitions or may enter into partnerships or other strategic relationships that may provide more comprehensive offerings than they individually had offered or achieve greater economies of scale than we are able to achieve.

~~As we~~Changes ~~continue~~ to ~~expand~~ our ~~cloud services offerings, we have entered into agreements with certain third-party service providers. The success of our future business activities in the cloud services space may depend upon such~~ existing ~~third-party~~content ~~providers,~~and ~~some of which may~~services compete with us in other lines of business. If our existing third-party service agreements terminate for any reason, or if the commercial terms of such agreements are changed or do not continue to be renewed on favorable terms, we would need to enter into new third-party service agreements, which could ~~negatively~~fail ~~impact our revenues, ability~~ to attract ~~future~~traffic ~~cloud~~and ~~services~~advertisers ~~customers,~~or ~~public~~fail ~~reputation, and~~to ~~profitability~~generate revenue.

InWe may introduce significant ~~addition,~~changes to our ~~initial~~existing ~~cloud~~content. ~~service~~The ~~offerings~~success ~~revolve~~of ~~around~~our anew ~~small~~content ~~number~~depends ofsubstantially ~~customer~~on ~~relationships~~consumer tastes and preferences that change in often unpredictable ways. If this new content fails to engage traffic and advertisers, we may fail to ~~deliver~~generate sufficient revenue or operating profit to justify our ~~product~~investments, and our business and operating results could be adversely affected. In addition, we may launch (and incur expenses in connection with) strategic initiatives from time to time, which do not directly generate revenue but which we believe will enhance our attractiveness to traffic and advertisers. In the ~~desired~~future, ~~specifications~~we ofmay ~~these~~invest ~~initial~~in ~~customers~~new content, orproducts, ifservices, and initiatives to generate revenue, but there is no guarantee these ~~initial~~approaches ~~customers~~will ~~terminate~~be ~~their~~successful ~~cloud~~or ~~services~~that ~~agreements~~the ~~for~~costs associated with these efforts will ~~any~~not ~~reason,~~exceed ~~future~~the ~~customers~~revenue ~~may~~generated. ~~doubt~~If our strategic initiatives do not enhance our ability to ~~offer~~monetize ~~cloud~~our ~~services~~existing content or enable us to develop new approaches to monetization, ~~which~~we ~~would~~may ~~negatively~~not ~~impact~~be able to maintain or grow our ~~revenues,~~revenue ~~public~~or ~~reputation,~~recover any associated development costs and ~~profitability~~our operating results could be adversely affected.

~~The loss~~We derive the majority of ~~key~~our ~~personnel,~~revenue orfrom advertising. The failure to attract ~~and~~new ~~retain~~advertisers, ~~other~~the ~~highly~~loss ~~qualified~~of ~~personnel~~existing inadvertisers, or the ~~future,~~reduction ~~could~~of ~~harm~~or failure by existing advertisers to maintain or increase their advertising budgets may adversely affect our business and operating results.

~~Our~~For the years ended December ~~success~~31, ~~depends~~2025 ~~upon~~and ~~our~~2024, ~~ability~~advertising torevenue ~~attract~~represents 50% and ~~retain~~66% of total revenue, respectively. In addition, a substantial portion of our revenue ~~senior~~is ~~officers~~derived from one advertiser, accounting for approximately 5% and to16% ~~attract~~of our revenue for the years ended December 31, 2025 and 2024, ~~retain~~respectively. ~~additional~~As ~~qualified~~is ~~personnel~~common in ~~the~~ ~~future~~our industry, our advertisers do not have long-term advertising commitments with us. ~~The~~In ~~loss~~addition, many of our advertisers purchase advertising services through one of ~~members~~several large advertising agency holding companies. Our revenue could be harmed by the loss of, or a deterioration in our ~~senior~~relationship ~~management~~with, ~~team~~any ~~and~~of our largest advertisers or with any advertising agencies or the ~~uncertain~~holding ~~transition~~companies ofthat control them. Advertising agencies and potential new ~~members~~advertisers ofmay view our ~~senior~~advertising ~~management~~products and services ~~team~~as experimental and unproven, and we may ~~strain~~need ~~our~~to ~~ability~~devote additional time and resources to ~~execute~~educate them about our ~~strategic~~products ~~initiatives~~and services. Advertisers may cease doing business with us, or ~~make~~they itmay ~~more~~reduce ~~difficult~~the prices they are willing to ~~retain~~pay ~~customers~~to advertise with us, ~~attract~~if orwe ~~maintain~~do not ~~our~~deliver ~~capital~~ads ~~support~~in an effective manner, or ~~meet~~if ~~other~~they ~~needs~~do ofnot ~~our~~believe ~~business.~~that Wetheir ~~may~~investment ~~incur~~in ~~significant~~advertising ~~costs~~with tous ~~attract~~will ~~and~~generate ~~retain~~a ~~qualified~~competitive return ~~personnel~~relative to alternatives, including online, mobile, and we ~~may~~traditional ~~lose~~advertising ~~new~~platforms. ~~employees~~Advertisers may refuse to advertise on our ~~competitors~~platform ~~before~~due weto ~~realize~~a ~~the~~perceived ~~benefit~~risk ofto ~~our~~their ~~investment~~brand insafety ~~recruiting~~standards, ~~them.~~especially Ifgiven wethe ~~fail~~concentration toof ~~attract~~news and political content ~~new~~on ~~personnel~~our orplatform. ifAlthough we ~~suffer~~have seen recent increases in ~~costs~~the oruptake ~~business~~of ~~operations~~new ~~interruptions~~brand asadvertisers, athe ~~result~~pace of aadoption ~~labor~~has ~~dispute~~been slower than we anticipated, and this slower pace may persist or ~~fail~~worsen toin ~~retain and~~the ~~motivate~~future. We believe that our ~~current~~access ~~personnel~~to certain advertisers has been, and wemay ~~might~~continue ~~not~~to be, ~~able~~inhibited toby ~~operate~~the ~~our~~apparent ~~business~~political ~~effectively~~bias orof ~~efficiently~~these companies, ~~serve~~some ~~our~~of ~~customers~~which ~~properly~~we believe may exercise near-monopolistic orcontrol ~~maintain~~over the ~~quality~~advertising ofindustry. ~~our~~In ~~content~~response, we filed an antitrust lawsuit alleging a conspiracy to withhold advertising revenue from Rumble and ~~services~~other digital media platforms. WeOur doactions to counter these efforts, whether through litigation or publicity campaigns, may not ~~maintain~~be ~~key~~successful. ~~person~~Any ~~life~~of ~~insurance~~the ~~policies~~foregoing ~~with~~developments ~~respect~~may toadversely affect our ~~employees~~business and operating results.

If our users do not continue to contribute content or their contributions are not perceived as valuable to other users, we may experience a decline in user growth, retention, and engagement on Rumble, Locals or RAC, which could result in the loss of advertisers and revenue.15

~~An important~~We ~~aspect~~may ofnot ~~our~~be ~~success~~able ~~is our ability~~ to ~~provide~~maintain ~~Rumble users~~ relationships with ~~engaging~~existing ~~content,~~publishers ~~which~~through inRAC ~~part depends on the content contributed by our users. If users, including influential users, do not continue to contribute engaging content to Rumble, our user growth, retention,~~ and ~~engagement~~ may ~~decline.~~fail ~~That, in turn, may impair our ability~~ to ~~maintain good relationships with our advertisers or to~~ attract new ~~advertisers,~~ ~~which~~publishers ~~may~~to ~~seriously harm~~ our ~~business and operating results~~network.

~~The~~Through our RAC marketplace, ~~loss~~we ofprovide aadvertising ~~material~~inventory, including host-read advertisements, to third-party publisher websites in exchange for a portion of the revenues generated by such advertisements. Our business and operating results may be adversely affected if we do not deliver ads in an effective manner, if publishers do not believe that advertisements served through RAC generate a competitive return relative to alternative advertising networks, if we are unable to deliver sufficient advertising inventory to publishers, or if our ~~existing~~advertising ~~content~~marketplace ~~creators~~technology becomes outmoded or outdated. If our relationship with third-party publishers terminates for any reason, or if the commercial terms of our ~~failure~~relationships are changed or do not continue to ~~recruit~~be ~~new~~renewed ~~content~~on ~~creators~~favorable terms, ~~may~~we ~~materially~~would ~~harm~~need ~~our business~~to secure and ~~results~~integrate ofnew ~~operations~~publishers, which could negatively impact our revenues and profitability.

We ~~rely~~ ondepend ~~our existing content creators, and~~ on ~~the~~third-party ~~recruiting of new content creators. The loss of a material portion of our existing content creators could result in material harm to our business and results of operations. In the recent past~~vendors, ~~our ability to recruit~~including ~~and maintain content creators may have been in part due to trends in American politics, where certain commentators have sought a neutral~~ internet ~~platform.~~service Aproviders change in such trends, including possible changes to competing platforms’ moderation policies that make those platforms more hospitable to a diverse range of viewpoints, could result in the loss of existing content creators or a failure to recruit new content creators, which may materially harm our business and ~~results~~data ~~of operations. Recently~~centers, one of our popular content creators, Dan Bongino, accepted a position in the Trump Administration as Deputy Director of the Federal Bureau of Investigation and it is possible that additional prominent content creators may pursue other career opportunities, in government, politics or otherwise that may interrupt their activities on Rumble. Additionally, as we expand into international markets, we may fail to ~~recruit~~provide ~~new~~core ~~content creators in those markets, limiting our appeal to international audiences~~services.

16Although we are building our own technical infrastructure, we depend on third-party vendors, including internet service providers and data centers to, among other things, provide customer support, develop software, host videos uploaded by users, transcode videos (compressing a video file and converting it into a standard format optimized for streaming), stream videos to viewers, support our cloud services offerings, and process payments. These vendors provide certain critical services to our technical infrastructure that are time-consuming and costly for us to develop independently. Outages in those services would materially affect our video services and our ability to provide cloud services. Outages may expose us to having to offer credits to subscribers, loss of subscribers, and reputational damage. We are unlikely to be able to fully offset these losses with any credits we might receive from our vendors.

~~We have~~Technologies ~~offered~~that ~~and~~enable ~~intend~~blocking toof ~~continue to offer incentives, including economic incentives, to content creators to join our platform, and~~certain ~~these~~online ~~arrangements~~advertisements ~~may involve fixed payment obligations that are not contingent on actual revenue~~ or ~~performance~~otherwise ~~metrics~~impair ~~generated by the applicable content creator but rather are based on~~ our ~~modeled~~ability ~~financial~~to ~~projections~~deliver ~~for~~advertising ~~that~~could ~~creator,~~harm ~~which if not satisfied may adversely impact~~ our ~~financial~~operating ~~performance,~~ results ~~of operations and liquidity~~.

~~Our user~~Newly ~~base~~developed ~~and~~technologies could ~~user~~block ~~engagement~~or ~~growth~~obscure ~~are directly driven by~~ the ~~content~~display ~~available~~or ontargeting of our ~~platform~~content. WeFor ~~have~~example, ~~acquired~~in ~~and~~June ~~expect to continue to acquire content by providing economic incentives~~2020, ~~including~~Apple ~~minimum~~announced ~~guaranteed~~plans ~~earnings,~~ to arequire ~~limited number of content creators,~~applications ~~including~~using ~~sports~~its ~~leagues.~~mobile ~~These~~operating ~~incentives~~systems ~~have~~to ~~included~~obtain ~~and~~an ~~may~~end ~~continue~~user’s permission to ~~include~~track ~~equity~~them ~~grants~~or ~~and~~access ~~cash~~their ~~payments.~~device’s ~~This~~advertising ~~content acquisition~~identifier ~~strategy~~for isadvertising ~~intended to allow us to enter key content verticals~~ and ~~secure~~advertising ~~top~~measurement ~~content~~purposes, ~~creators~~as inwell ~~those~~as ~~verticals~~other ~~before~~restrictions wethat ~~have~~could ~~full monetization~~adversely ~~capabilities~~affect inour ~~place.~~ability ~~Our present focus is~~ to ~~grow users and usage consumption and experiment with monetization levers,~~deliver ~~which may not maximize profitability in the immediate term~~advertising, ~~but~~ which wecould ~~believe~~harm ~~positions~~ our ~~business~~operating ~~for the long term~~results. ~~As of December 31~~Additionally, ~~2024,~~some weproviders ~~had~~of ~~entered~~consumer ~~into~~mobile ~~programming~~devices and ~~content~~web ~~agreements~~browsers ~~with~~have aimplemented, or ~~minimum~~announced ~~contractual~~plans ~~cash~~to ~~commitment~~implement, ofmeans ~~$30 million. In addition~~ to ~~the~~make ~~minimum~~it ~~contractual~~easier ~~cash~~for ~~commitments,~~internet weusers ~~have~~to ~~programming~~prevent ~~and~~the ~~content~~placement ~~agreements~~of ~~that~~cookies ~~have~~or ~~variable~~to ~~cost~~block ~~arrangements.~~other ~~These future~~tracking ~~costs~~technologies, ~~are~~which ~~dependent~~could, ~~upon~~if ~~many~~widely ~~factors and are difficult to anticipate~~adopted, ~~however,~~result ~~these~~in ~~costs~~the ~~may~~use beof ~~substantial.~~third-party Tocookies ~~the extent our revenue~~ and~~/or~~ ~~user~~other ~~growth~~methods ~~assumptions~~of ~~associated~~online ~~with~~tracking ~~any~~becoming ~~particular creator do not meet our expectations, our financial performance, results~~significantly ofless ~~operations~~effective and ~~liquidity~~have ~~may be negatively impacted, since~~ a ~~failure~~significant toimpact ~~achieve~~on ~~these~~our ~~expectations~~ability ~~is not expected~~ to ~~reduce~~monetize our ~~fixed payment~~user ~~obligations to any such creator~~base.

~~In addition,~~Our ~~when~~ability ~~these~~to ~~programming~~generate ~~and~~revenue ~~content~~depends on ~~agreements expire, content creators may choose to leave~~ the ~~Rumble~~development ~~video~~and ~~platform~~availability ~~in favor~~ of ~~competing~~tools ~~platforms, especially if competing platforms offer superior monetization opportunities. Creators may choose~~ to ~~leave~~accurately ~~our platform~~measure ~~for~~the ~~other~~effectiveness monetization-related reasons. For example, we currently do not apportion revenues related to Rumble Premium, our subscription service that provides users ad-free access to our content, among content creators. The loss of aadvertisements ~~material~~on ~~portion of~~ our ~~existing content creators could result in reductions to our user base and material harm to our business and results of operations~~platform.

WeMost advertisers rely on tools ~~have~~that ~~made,~~measure ~~and~~the ~~may~~effectiveness of their ad campaigns or verify the viewability of their ads on a platform in order to allocate their advertising spend among various formats and platforms. If we are unable to measure the ~~future~~effectiveness ~~make,~~of ~~acquisitions~~advertising on our platform or we are unable to convince advertisers that our platform should be part of a larger advertising budget, our ability to increase the demand and ~~such~~pricing of ~~acquisitions~~our ~~could~~advertising ~~disrupt~~products and maintain or scale our ~~operations~~advertising revenue may be limited. Our tools may be less developed than those of other platforms with which we compete for advertising spend, in particular relative to those platforms that collect more personal information than we do. Therefore, our ability to develop and ~~may~~offer ~~have~~tools anthat ~~adverse~~accurately ~~effect~~measure the effectiveness of a campaign or verify ad viewability on our ~~operating~~platform ~~results~~will be critical to our ability to attract new advertisers and retain and increase spend from our existing advertisers.

InDeveloping and improving these ~~order~~tools tomay ~~expand~~require ~~our~~significant ~~business,~~time weand ~~have~~resources ~~made~~and ~~acquisitions~~additional investment, and ~~may~~in ~~continue~~some ~~making~~cases, ~~similar~~we ~~acquisitions~~rely ~~and~~on ~~possibly~~third ~~larger~~parties ~~acquisitions~~to provide data asand ~~part~~the oftechnology ~~our~~needed ~~growth~~to ~~strategy.~~provide ~~The~~certain ~~success~~measurement ofor ~~our~~verification ~~future~~data ~~growth~~to ~~strategy~~our ~~will~~advertisers. ~~depend~~If onwe ~~our~~cannot ~~ability~~continue to ~~identify,~~develop ~~negotiate, complete~~ and improve ~~integrate~~our ~~acquisitions~~advertising tools in a timely and, ifcost-effective ~~necessary~~fashion, toor ~~obtain~~if ~~satisfactory~~such ~~debt~~tools orare ~~equity~~unreliable, ~~financing~~difficult to ~~fund~~use, ~~those~~or ~~acquisitions. Acquisitions~~otherwise ~~are~~unsatisfactory ~~inherently~~to ~~risky~~our advertisers, ~~and~~or ~~any~~if ~~acquisitions~~the wemeasurement ~~complete~~or ~~may~~verification ~~not~~results beare ~~successful.~~inconsistent ~~Our~~with ~~past~~our ~~acquisitions~~advertisers’ ~~and~~goals, ~~any~~our advertising ~~mergers~~revenue ~~and~~could ~~acquisitions that~~be wenegatively ~~may~~impacted, ~~undertake~~which in ~~the~~turn ~~future~~could ~~involve~~adversely ~~numerous~~affect ~~risks,~~our ~~including,~~business ~~but~~and ~~not~~operating ~~limited to, the following:~~results.

~~● difficulties in integrating and managing the operations, personnel, systems, technologies, and products of the companies we acquire;~~16

●Our ~~diversion~~cloud services business depends on a small number of ~~our~~key ~~management’s~~third-party ~~attention~~service ~~from~~providers ~~normal~~and ~~daily~~a ~~operations~~small number of customer relationships, the disruption of which could harm our operating ~~business;~~results.

●As ~~our~~we ~~inability~~continue to ~~maintain~~expand our cloud services offerings, we have entered into agreements with certain third-party service providers. The success of our future business activities in the ~~key~~cloud services space may depend upon such existing third-party providers, some of which may compete with us in other lines of business. ~~relationships~~If ~~and~~our existing third-party service agreements with them are terminated for any reason, or if the ~~reputations~~commercial terms of ~~the~~such ~~acquired~~agreements ~~businesses;~~are changed or do not continue to be renewed on favorable terms, we would need to enter into new third-party service agreements, which could negatively impact our revenues, ability to attract future cloud services customers, public reputation, and profitability.

●In ~~uncertainty~~addition, ofour ~~entry~~initial ~~into~~cloud service ~~markets~~offerings inrevolve ~~which~~around a small number of customer relationships. If we ~~have~~fail ~~limited~~to deliver our products and services to the desired specifications of these initial customers, or noif ~~prior~~these ~~experience;~~initial customers terminate their cloud services agreements for any reason, future customers may question our ability to offer adequate cloud services, which would negatively impact our revenues, public reputation, and profitability.

●The ~~costs~~loss ~~related~~of tokey ~~acquired~~personnel, ~~operations~~or failure to attract and ~~continuing~~retain ~~support~~other ~~and~~highly ~~development~~qualified ofpersonnel ~~acquired~~in ~~products;~~the future, could harm our business.

●Our ~~businesses~~success ~~that~~depends weupon ~~acquire~~our ability to attract and retain our senior officers and to attract and retain additional qualified personnel in the future. The loss of services of members of our senior management team and the uncertain transition of new members of our senior management team may ~~have~~strain our ~~greater-than-expected~~ability ~~liabilities~~to ~~for~~execute ~~which~~our strategic initiatives, or make it more difficult to retain customers, attract or maintain our capital support, or meet other needs of our business. We may incur significant costs to attract and retain qualified personnel, and we ~~become~~may ~~responsible;~~lose new employees to our competitors before we realize the benefit of our investment in recruiting them. If we fail to attract new personnel or if we suffer increases in costs or business operations interruptions as a result of a labor dispute, or fail to retain and motivate our current personnel, we might not be able to operate our business effectively or efficiently, serve our customers properly or maintain the quality of our content and services. We do not maintain key person life insurance policies with respect to our employees.

●If ~~potential~~our ~~impairment~~users ofdo ~~goodwill~~not ~~and~~continue ~~intangible~~to ~~assets~~contribute content ~~related~~or their contributions are not perceived as valuable to other users, we may experience a decline in user growth, retention, and engagement on Rumble, Locals or RAC, which could result in the ~~acquired~~loss ~~businesses;~~of advertisers and revenue.

●An ~~adverse~~important ~~tax~~aspect ~~consequences~~of ~~associated~~our success is our ability to provide Rumble users with ~~acquisitions;~~engaging content, which in part depends on the content contributed by our users. If users, including influential users, do not continue to contribute engaging content to Rumble, our user growth, retention, and engagement may decline. That, in turn, may impair our ability to maintain good relationships with our advertisers or to attract new advertisers, which may seriously harm our business and operating results.

●The ~~changes~~loss ~~accounting~~of ~~for~~a material portion of our ~~acquisitions~~existing content ~~under~~creators, ~~U.S.~~or ~~generally~~our ~~accepted~~failure ~~accounting~~to ~~principles~~recruit ~~(“U.S.~~new ~~GAAP”)~~content creators, ~~including~~may ~~arrangements~~materially ~~that~~harm weour ~~assume~~business ~~from~~and anresults ~~acquisition;~~of operations.

●We ~~potential~~rely ~~negative~~on ~~perceptions~~our existing content creators and on the recruitment of new content creators. The loss of a material portion of our ~~acquisitions~~existing bycontent ~~customers~~creators could result in material harm to our business and results of operations. In the recent past, ~~financial~~our ~~markets~~ability to recruit and maintain content creators may have been in part due to trends in American politics, where certain commentators have sought a neutral internet platform. A change in such trends, including possible changes to competing platforms’ moderation policies that make those platforms more hospitable to a diverse range of viewpoints, could result in the loss of existing content creators or ~~investors;~~a failure to recruit new content creators, which may materially harm our business and results of operations. Additionally, as we expand into international markets, we may fail to recruit new content creators in those markets, limiting our appeal to international audiences.

● failure to obtain required approvals from governmental authorities under antitrust laws on a timely basis, if at all, which could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected goals of an acquisition;17

●We ~~potential~~have ~~loss~~offered ofand ~~key~~intend ~~employees~~to ofcontinue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the ~~companies~~applicable wecontent ~~acquire;~~creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations, and liquidity.

17Our user base and user engagement growth are directly driven by the content available on our platform. We have acquired and expect to continue to acquire content by providing economic incentives, including minimum guaranteed earnings, to a limited number of content creators, including sports leagues. These incentives have included and may continue to include equity grants and cash payments. This content acquisition strategy is intended to allow us to enter key content verticals and secure top content creators in those verticals before we have full monetization capabilities in place. Our present focus is to grow users and usage consumption and experiment with monetization levers, which may not maximize profitability in the immediate term, but which we believe position our business for the long term. As of December 31, 2025, we had entered into programming and content agreements with a minimum contractual cash commitment of $45 million. In addition to the minimum contractual cash commitments, we have programming and content agreements that have variable cost arrangements. These future costs are dependent upon many factors and are difficult to anticipate; however, these costs may be substantial. To the extent our revenue and/or user growth assumptions associated with any particular creator do not meet our expectations, our financial performance, results of operations and liquidity may be negatively impacted, since a failure to achieve these expectations is not expected to reduce our fixed payment obligations to any such creator.

●In ~~potential~~addition, ~~security~~when ~~vulnerabilities~~these programming and content agreements expire, content creators may choose to leave the Rumble video platform in ~~acquired~~favor ~~products~~of competing platforms, especially if competing platforms offer superior monetization opportunities. Creators may choose to leave our platform for other monetization-related reasons. For example, we currently do not apportion revenues related to Rumble Premium, our subscription service that ~~expose~~provides ususers ad-free access to ~~additional~~our ~~security~~content, ~~risks~~among orcontent ~~delay~~creators. The loss of a material portion of our ~~ability~~existing content creators could result in reductions to ~~integrate~~our ~~the~~user ~~product~~base ~~into~~and material harm to our ~~service~~business ~~offerings;~~and results of operations.

●We ~~difficulties~~have made, and may in ~~applying~~the ~~security~~future ~~standards~~make, acquisitions, ~~for~~and ~~acquired~~such ~~technology~~acquisitions ~~consistent~~could ~~with~~disrupt our ~~other~~operations, ~~services;~~and may have an adverse effect on our operating results.

●In ~~ineffective~~order to expand our business, we have made acquisitions and may continue making similar acquisitions and possibly larger acquisitions as part of our growth strategy. The success of our future growth strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions and, if necessary, to obtain satisfactory debt or ~~inadequate~~equity ~~controls~~financing to fund those acquisitions. Acquisitions are inherently risky, ~~procedures~~and any acquisitions we complete may not be successful. Our past acquisitions and ~~policies~~any atmergers and acquisitions that we may undertake in the ~~acquired~~future ~~company;~~involve numerous risks, including, but not limited to, the following:

● ~~inadequate~~difficulties ~~protection~~in ofintegrating ~~acquired~~and ~~intellectual~~managing ~~property~~the ~~rights;~~operations, personnel, systems, technologies, and products of the companies we acquire;

● ~~potential~~diversion ~~failure~~of toour ~~achieve~~management’s ~~the~~attention ~~expected~~from ~~benefits~~normal ondaily aoperations ~~timely~~of ~~basis~~our ~~or at all.~~business;

~~Additionally, acquisitions~~● ~~or asset purchases made entirely or partially for cash may reduce~~ our ~~cash~~inability ~~reserves or require us~~ to ~~obtain~~maintain ~~financing. We may seek to obtain additional cash to fund an acquisition by selling equity or debt securities. We may be unable to secure~~ the ~~equity or~~key debt funding necessary to finance future acquisitions on terms that are acceptable to us. If we finance acquisitions by issuing equity or convertible debt securities, our existing stockholders will experience ownership dilution. The occurrence of any of these risks could have a material adverse effect on our business, ~~results~~relationships ofand ~~operations, financial condition or cash flows, particularly in~~ the ~~case~~reputations of a ~~larger~~the ~~acquisition~~acquired ~~or substantially concurrent acquisitions.~~businesses;

~~We are~~● ~~subject~~uncertainty toof ~~cybersecurity~~entry ~~risks~~into ~~and~~markets ~~interruptions or failures~~ in ~~our~~which ~~information~~we ~~technology~~have ~~systems.~~limited ~~Notwithstanding our efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption and/~~or ~~financial~~no ~~loss.~~prior experience;

~~We rely~~● oncosts ~~sophisticated~~related ~~information technology systems and infrastructure~~ to ~~support~~acquired our business. At the same time, cyber incidents, including deliberate attacks, are prevalent and have increased globally in recent years. It is possible that new, escalated or ongoing military conflicts, including the ongoing Russia-Ukraine war and Israel-Hamas war, could result in increased cyber-attacks or cybersecurity incidents by state actors or others. Our technologies, systems and networks and those of our vendors, suppliers and other business partners may become the target of cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or other disruption of business operations. In addition, certain cyber incidents, such as surveillance or vulnerabilities in widely used open source software, may remain undetected for an extended period. Our systems for protecting against cybersecurity risks may not be sufficient. Like most major online platforms, Rumble is routinely targeted by cyberattacks that can result in interruptions to our services. We have observed an increase in such attacks as our reach expands and we ~~expect~~continuing ~~these~~support ~~attacks to continue in the future. As the sophistication of cyber incidents continues to evolve, we are~~ and ~~will~~development likely continue to be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents. Additionally, any of ~~these~~acquired systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, usage errors by employees, computer viruses, cyber-attacks or other security breaches or similar events. The failure of any of our information technology systems may cause disruptions in our operations, which could adversely affect our revenues and profitability, and lead to claims related to the disruption of our services from users of the Rumble platform, advertisers, and customers of our cloud services.products;

~~Spam activity,~~● ~~including~~businesses ~~inauthentic~~that ~~and~~we ~~fraudulent~~acquire ~~user activity, if undetected,~~ may ~~contribute,~~have ~~from~~greater-than-expected ~~time~~liabilities tofor ~~time,~~which towe ~~some~~become ~~amount of overstatement of our performance indicators and may negatively impact our reputation.~~responsible;

~~Like other~~● ~~major~~potential ~~online~~impairment ~~platforms, spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount~~ of ~~overstatement~~goodwill of our performance indicators, including reporting of MAUs by Google Analytics, our third-party analytics provider. We also use paid advertising in order to attract users to our platform; however, we cannot be certain that all or substantially all activity that results from such advertising is genuine. Real or perceived inaccuracies in such metrics may harm our reputation and ~~negatively~~intangible ~~affect~~assets ~~our~~related ~~business. We continually seek~~ to ~~improve our ability to estimate~~ the ~~total~~acquired ~~number of spam-generated users and eliminate them from the calculation of our MAUs~~businesses; ~~however, we will not succeed in identifying and removing all spam.~~

18● adverse tax consequences associated with acquisitions;

~~Our cloud~~● ~~services~~changes ~~business~~accounting ~~may~~for ~~not~~our ~~achieve~~acquisitions ~~success,~~under ~~and,~~U.S. asgenerally aaccepted ~~result,~~accounting ~~our~~principles ~~business~~(“U.S. GAAP”), ~~financial~~including ~~condition~~arrangements ~~and~~that ~~results~~we ofassume ~~operations~~from ~~could be~~an ~~adversely affected.~~acquisition;

~~Our ongoing~~● ~~expansion~~potential ~~into~~negative ~~the~~perceptions ~~cloud~~of ~~service business may not be successful and involves various risks relating to this business that may negatively affect~~ our ~~operating~~acquisitions ~~results.~~by Incustomers, ~~addition~~financial ~~to other risks related to our cloud services business described in these “Risk Factors~~markets,” ~~such~~or ~~risks include risks related to:~~investors;

● ~~our~~failure ~~ability~~ to ~~derive~~obtain anrequired ~~optimal~~approvals ~~pricing~~from ~~model~~governmental ~~that~~authorities ~~enables~~under usantitrust tolaws ~~derive~~on ~~sufficient~~a ~~value~~timely basis, if at all, which could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ~~customers~~ability ~~while~~to ~~attracting~~realize ~~new~~the ~~customers~~expected ~~and~~goals ~~retaining~~of ~~existing~~an ~~customers~~acquisition;

● ~~our~~potential ~~ability~~loss toof ~~attract~~key ~~and~~employees ~~retain~~of ~~highly~~the ~~qualified~~companies ~~personnel,~~we ~~particularly software and cloud engineers and sales and customer experience personnel~~acquire;

● ~~the~~potential ~~possibility~~security ~~that~~vulnerabilities wein ~~may~~acquired beproducts ~~unable~~that expose us to ~~maintain~~additional ~~and~~security ~~improve~~risks or delay our ~~platform~~ability ~~performance,~~to ~~especially~~integrate ~~during~~the ~~peak~~product ~~usage~~into ~~times~~our service offerings;

● ~~the~~difficulties ~~possibility~~in ~~that~~applying ~~service~~security ~~outages~~standards orfor ~~disruptions~~acquired ~~negatively~~technology ~~impact~~consistently ~~customer~~with ~~relationships,~~our ~~leading~~other ~~to financial losses and reputational harm~~services;

● ~~the~~ineffective ~~possibility that we may underestimate~~ or ~~overestimate~~inadequate ~~our~~controls, ~~data~~procedures, ~~center capacity requirements~~ and ~~our~~policies ~~capital~~at ~~expenditures~~the onacquired ~~data centers, servers and equipment~~company;

~~● our ability to obtain or retain standard industry security certifications for our platform and products;~~18

● ~~our~~inadequate ~~exposure~~protection ~~to possible liability, regulatory actions, and harm to our reputation if the security~~ of ~~our~~acquired ~~cloud~~intellectual isproperty ~~breached,~~rights; ~~resulting in the exposure of our customers’ data, including personal information, to cyber criminals~~ and ~~other nefarious actors;~~

● ~~hosting~~potential byfailure ~~our cloud customers of illegal content, such as pirated media, could result in negative regulatory actions, including pursuant~~ to ~~the~~achieve ~~DMCA and~~ the EUexpected ~~E-Commerce~~benefits ~~Directive,~~on ~~resulting~~a intimely ~~monetary~~basis ~~penalties~~or ~~and~~at ~~forced operational halts;~~all.

●Additionally, ~~the~~acquisitions or ~~possibility~~asset ~~that~~purchases wemade entirely or partially for cash may reduce our cash reserves or require us to obtain financing. We may seek to obtain additional cash to fund an acquisition by selling equity or debt securities. We may be unable to ~~maintain~~secure the ~~compatibility~~equity ofor ~~our~~debt ~~platform~~funding necessary ~~with~~to ~~third-party~~finance ~~applications~~future acquisitions on terms that are acceptable to us. If we finance acquisitions by issuing equity or convertible debt securities, our ~~customers~~existing ~~use~~stockholders would experience ownership dilution. The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition, or cash flows, particularly in ~~their~~the ~~businesses;~~case ~~and~~of a larger acquisition or substantially concurrent acquisitions.

●We ~~our~~are ~~ability~~subject to ~~respond~~cybersecurity torisks ~~rapid~~and interruptions ~~technological~~or ~~changes~~failures ~~with~~in ~~new~~our ~~solutions~~information technology systems. Notwithstanding our efforts, a cyber incident could occur and ~~services~~result in ~~offerings~~information theft, data corruption, operational disruption, and/or financial loss.

~~The~~We rely on sophisticated information ~~occurrence~~technology ofsystems ~~any~~and ofinfrastructure ~~these~~to ~~factors~~support our business. At the same time, cyber incidents, including deliberate attacks, are prevalent and have increased globally in recent years. It is possible that new, escalated or ongoing military conflicts, including the ongoing Russia-Ukraine war, could result in increased cyber-attacks or cybersecurity incidents by state actors or others. Our technologies, systems, and networks and those of our ~~inability~~vendors, tosuppliers, ~~successfully~~and ~~mitigate~~other business partners may become the ~~results~~target of cyberattacks or information security breaches that could result in the ~~associated~~unauthorized ~~impact~~release, ~~could~~gathering, ~~also~~monitoring, ~~damage~~misuse, loss, or destruction of proprietary and other information, ~~our~~or ~~reputation~~other disruption of business operations. In addition, ~~negatively~~certain ~~impact~~cyber incidents, such as surveillance or vulnerabilities in widely used open source software, may remain undetected for an extended period. Our systems for protecting against cybersecurity risks may not be sufficient. Like most major online platforms, Rumble is routinely targeted by cyberattacks that can result in interruptions to our ~~relationship~~services. We ~~with~~have observed an increase in such attacks as our ~~customers~~reach expands and we expect these attacks to continue in the future. As the sophistication of cyber incidents continues to evolve, we are and ~~otherwise~~will ~~materially~~likely ~~harm~~continue to be required to expend additional resources to continue to modify or enhance our ~~business~~protective measures or to investigate and remediate any vulnerability to cyber incidents. Additionally, ~~results~~any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, usage errors by employees, computer viruses, cyber-attacks, or other security breaches or similar events. The failure of any of our information technology systems may cause disruptions in our operations, which could adversely affect our revenues and profitability and lead to claims related to the disruption of our services from users of the Rumble platform, advertisers, and ~~financial~~customers ~~condition~~of our cloud services.

~~Risks~~Spam activities, including inauthentic and ~~related~~fraudulent touser ~~our~~activities, ~~e-commerce~~if ~~business~~undetected, may ~~result~~contribute, infrom ~~our~~time ~~broader~~to ~~business~~time, ~~financial~~to ~~condition~~some ~~and~~amount ~~results~~of overstatement of ~~operations~~our ~~being~~performance ~~adversely~~indicators ~~affected~~and may negatively impact our reputation.

~~Our~~Like other major online platforms, ~~partnerships~~spam ~~through~~activities, ~~which~~including weinauthentic ~~sell~~and ~~Rumble~~fraudulent user activities, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators, including reporting of MAUs by Google Analytics, our third-~~branded~~party ~~products~~analytics ~~through~~provider. We also use paid advertising in order to attract users to our ~~online~~platform; ~~store~~however, ~~involve~~we ~~various~~cannot ~~risks~~be certain that all or substantially all activities that result from such advertising are genuine. Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our ~~operating~~business. ~~results~~We continually seek to improve our ability to estimate the total number of spam-generated users and eliminate them from the calculation of our MAUs; however, ~~including:~~we will not succeed in identifying and removing all spam.

●Our ~~expansion~~cloud ~~into~~services ~~new~~business ~~brands,~~may ~~products,~~not ~~services,~~achieve our ~~and~~intended ~~technologies~~results, ~~will~~which ~~subject~~could usadversely toaffect ~~additional~~our ~~reputational,~~ business, ~~legal~~financial condition, ~~regulatory~~ and ~~financial~~results ~~risks;~~of operations.

●Our ~~inability~~continued toexpansion ~~build~~into the cloud services market may not be successful and ~~maintain~~may ~~strong~~expose ~~brands~~us to a range of operational, ~~including~~technical, ~~due~~and competitive risks that could materially affect our performance. In addition to ~~unfavorable~~the ~~customer~~other ~~feedback~~risks ~~and~~described ~~negative~~in ~~publicity;~~the “Risk Factors” section herein, risks specific to our cloud services business include:

● ~~notwithstanding~~challenges ~~agreements by our partners to assume liability for the Rumble-branded products they place~~ in ~~our~~establishing ~~online~~and ~~store,~~maintaining wea ~~may~~pricing bemodel ~~subject~~that tobalances ~~product~~profitability ~~liability~~with ~~and~~customer ~~similar~~acquisition ~~claims~~ and ~~regulatory actions if products sold through our store result in harm, personal injury, death, or environmental or property damage~~retention;

~~● risks related to additional tax liabilities and collection obligations;~~19

● ~~market~~difficulties ~~competition~~in ~~could~~attracting, ~~adversely~~training, ~~affect~~and ~~prices~~retaining ~~and~~qualified ~~demand~~software ~~for~~engineers, ~~the~~cloud ~~Rumble-branded~~infrastructure ~~products~~specialists, weand ~~distribute~~sales and customer support personnel;

● ~~disruptions~~risks inassociated ~~our~~with ~~supply~~maintaining ~~chain~~ and ~~other~~enhancing ~~factors~~platform ~~affecting~~stability, ~~the~~scalability, ~~availability~~ and ~~distribution~~performance, ofparticularly ~~our~~during ~~products~~periods ~~could~~of ~~adversely~~high ~~impact our business~~usage; ~~and~~

● ~~risks~~potential ~~related~~service tooutages ~~online~~or ~~transactions~~disruptions that could harm customer trust, damage our reputation, and ~~payment~~result ~~methods.~~in financial losses;

~~The occurrence~~● ofmisestimating ~~any~~data ofcenter ~~these~~capacity ~~factors,~~requirements or ~~our~~related ~~inability~~capital toexpenditures ~~successfully~~for ~~mitigate the results of the associated impact~~servers, ~~could also damage our reputation~~storage, ~~negatively impact our relationships with our customers,~~ and ~~otherwise~~networking ~~materially harm our business, results of operations, and financial condition.~~infrastructure;

19● inability to obtain or maintain necessary security certifications or industry-standard compliance for our platform and services;

~~Negative~~● ~~media~~exposure ~~campaigns~~to ~~may~~liability ~~adversely~~and ~~impact our~~reputational ~~financial~~damage ~~performance,~~in ~~results~~the event of ~~operations,~~a ~~and~~data ~~relationships~~breach ~~with~~or ~~our~~any ~~business~~other ~~partners,~~cybersecurity ~~including~~incident ~~content~~involving ~~creators~~customer ~~and~~or ~~advertisers.~~personal information;

~~Our~~● ~~commitment~~risks ~~to diversity of opinion and refusal to censor otherwise allowable content on our platforms~~ that ~~does~~customers ~~not~~may ~~violate~~use our ~~moderation~~platform ~~policy has in the past resulted and is likely~~ to ~~continue~~host toillegal ~~result~~or ininfringing ~~malicious media campaigns and advertiser boycotts directed against us. For example~~content, ~~in August~~which ~~2024,~~could welead ~~filed~~to aregulatory ~~lawsuit against the World Federation of Advertisers~~actions, asmonetary ~~well as the advertising agency WPP and its subsidiary GroupM. Our lawsuit alleges that an initiative called the Global Alliance for Responsible Media (GARM)~~penalties, ~~created~~or byenforced ~~the~~service WFA, established arbitrary and biased standards for the content on digital platforms where its members may want to advertise. GARM used those one-size-fits-all biased standards to perpetrate an advertiser boycott against Rumble and other platforms that did not censor content that GARM disliked. The suit also notes that GARM has vast reach since it counts the six largest ad agency holding companies among its members, including defendant WPP. We subsequently amended our complaint to add Diageo plc as a defendant.suspensions;

~~Media~~● ~~campaigns~~challenges ~~and~~in ~~advertising boycotts~~maintaining ~~against~~compatibility ~~us may be intended to interfere~~ with ~~our~~third-party ~~relationships~~applications ~~with streaming partners~~ and ~~advertisers,~~integrations ~~and~~critical ~~these~~to ~~campaigns~~our ~~and boycotts~~customers’ ~~may~~operations; ~~intensify if political polarization increases in the United States~~ and ~~Canada.~~

We● ~~expect~~inability ~~that the proliferation of alternative media, including on our platform, will continue~~ to bekeep ~~viewed~~pace aswith arapid ~~growing~~technological ~~competitive~~changes ~~threat by established news organizations,~~ and ~~may~~evolving ~~result~~customer indemands anthrough ~~escalation,~~timely ~~both in frequency and intensity, of negative publicity campaigns against us and our creators~~innovation. Such campaigns, even if groundless in nature, may result in negative public perception and damage to relationships with our business partners, including additional or more intense advertiser boycotts, which may negatively impact our operating results and future growth potential.

~~Our~~If ~~management~~we ~~team~~fail ~~has~~to ~~limited~~manage ~~experience~~these ~~managing~~risks aeffectively ~~public~~or ~~company,~~mitigate ~~which~~their ~~exposes~~consequences, usour toreputation, ~~additional~~customer ~~risks~~relationships, ~~including~~and ~~the~~competitive ~~risk~~position ~~that~~could wesuffer, ~~cannot~~resulting in ~~enhance,~~a ~~maintain,~~material ~~and~~adverse ~~adhere~~impact toon our ~~internal~~ ~~controls~~business, financial condition, and ~~procedures~~results of operations.

~~Some~~Risks ~~members~~related ofto our ~~management team~~e-commerce ~~have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly~~business ~~complex laws pertaining to public companies. Our management team~~ may ~~not~~result ~~successfully~~in ~~or efficiently manage~~ our ~~transition~~broader to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, ~~which~~financial ~~could~~condition ~~harm~~and ~~our business,~~ results of operations, ~~and~~being ~~financial~~adversely ~~condition~~affected.

~~Additionally,~~Our aspartnerships athrough ~~public~~which ~~company,~~ we ~~are~~sell ~~subject~~Rumble-branded toproducts ~~significant~~through requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our ~~business~~online ~~and the~~store ~~economic~~involve ~~and~~various ~~regulatory~~risks ~~environments and to expend significant resources to maintain a system of internal controls~~ that is adequate to satisfy our reporting obligations as a public company, and we are still in the process of generating a mature system of internal controls and integration across business systems. Inability to establish or maintain appropriate internal financial reporting controls and procedures may ~~result~~negatively inaffect ~~material misstatements in~~ our ~~consolidated financial statements and failure to meet our reporting obligations on a timely basis, causing harm to our~~ operating results., including:

~~Matters~~● ~~impacting~~expansion ~~our~~into ~~internal~~new ~~controls~~brands, ~~may~~products, ~~cause~~services, ~~us to be unable to report our financial information on a timely basis~~ and ~~thereby~~technologies will subject us to ~~adverse~~additional ~~regulatory~~reputational, ~~consequences~~business, ~~including sanctions by the SEC or violations of applicable stock exchange listing rules~~legal, ~~which~~regulatory ~~may result in a breach of the covenants under existing or future financing arrangements. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us~~ and ~~the reliability of our~~ financial statements. Confidence in the reliability of our financial statements also could suffer if we continue to report a material weakness in our internal controls over financial reporting. This could materially adversely affect us and lead to a decline in the market price of our securities.risks;

We● ~~have~~inability ~~identified~~to ~~material~~build ~~weaknesses~~and ~~in our~~maintain ~~internal~~strong ~~control over financial reporting as of December 31~~brands, ~~2024.~~including Ifdue ~~we are unable~~ to ~~remediate~~unfavorable ~~these~~customer ~~material~~feedback ~~weaknesses,~~and wenegative ~~may not be able to accurately or timely report our financial condition or results of operations.~~publicity;

~~Effective~~● ~~internal~~notwithstanding ~~control over~~agreements ~~financial~~by ~~reporting~~our ispartners ~~necessary for us~~ to ~~provide~~assume ~~reasonable~~liability ~~assurance~~for ~~regarding~~ the ~~preparation~~Rumble-branded ~~and~~products ~~fair~~they ~~presentation~~place ~~of published consolidated financial statements~~ in ~~accordance~~our ~~with~~online ~~U.S.~~store, ~~GAAP.~~we Asmay ~~described~~be ~~under~~subject ~~Item~~to 9Aproduct ~~“Controls~~liability and ~~Procedures”~~similar ofclaims ~~this Annual~~and ~~Report~~regulatory onactions ~~Form~~if ~~10-K,~~products insold ~~connection~~through ~~with the preparation of~~ our ~~consolidated~~store ~~financial~~result ~~statements~~in asharm, ofpersonal ~~December 31~~injury, ~~2024 and for the year then ended~~death, weor ~~identified~~environmental ~~material~~or ~~weaknesses~~property ~~in our internal control over financial reporting.~~damage;

20● risks related to additional tax liabilities and collection obligations;

A● ~~material~~market ~~weakness~~competition iscould aadversely ~~deficiency, or~~affect aprices combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. We identified material weaknesses in our internal control over our financial statement close process specifically related to an insufficient complement of accounting and ~~finance~~demand ~~personnel~~for ~~with~~ the ~~necessary~~Rumble-branded ~~U.S.~~products ~~GAAP~~we ~~technical expertise to timely identify and account for complex or non-routine transactions.~~distribute;

As● ofdisruptions ~~December~~in ~~31,~~our ~~2024,~~supply ~~the Company~~chain identified material weaknesses corresponding to the control activities component of internal control under the COSO Framework. Specifically, we did not adequately design certain key controls at a sufficient level of precision, including account reconciliation, to address relevant financial reporting risks including inadequate design of procedures to ensure completeness and ~~accuracy~~other offactors ~~the~~affecting ~~accounting for content creator agreements, and associated assets, liabilities and expenses. Deficiencies in control activities contributed to~~ the ~~potential~~ ~~for~~availability ~~there to have been material accounting errors in financial statement account balances~~ and ~~disclosures.~~distribution ~~While the above material weaknesses did not result in a material misstatement~~ of our ~~previously~~products ~~issued financial statements, it~~ could ~~result~~adversely inimpact ~~a misstatement of~~ our ~~account~~business; ~~balances or disclosures that would not be prevented or detected~~ and ~~would therefore result in a material misstatement of our annual or interim financial statements.~~

We● ~~are~~risks ~~working~~related to ~~remediate the~~online material weaknesses and are taking steps to strengthen our internal control over financial reporting through the continued hiring of additional appropriately skilled finance and accounting personnel with the requisite technical knowledge and skills. With the additional skilled personnel, we are taking appropriate and reasonable steps to remediate these material weaknesses through formalization of accounting policies and controls around content creator agreements, and retention of external accounting advisors for complex accounting transactions~~. We~~ ~~will not be able to fully remediate these control deficiencies until these steps have been completed~~ and ~~have~~payment ~~been operating effectively for a sufficient period of time~~methods. ~~The hiring of additional finance and accounting personnel and the implementation of improvements to our accounting and proprietary systems and controls may be costly and time consuming.~~

WeThe ~~cannot~~occurrence ~~assure~~of ~~you~~any ~~that the measures we have taken to date and those we expect to take in the future will be sufficient to remediate the material weaknesses we identified or avoid the identification~~ of ~~additional material weaknesses in the future. If the steps we take do not remediate the material~~these ~~weaknesses in a timely manner~~factors, ~~there~~or ~~could~~our ~~continue~~inability to besuccessfully amitigate ~~reasonable~~the ~~possibility~~results ~~that these material weaknesses or other control deficiencies could result in a material misstatement~~ of ~~our~~the ~~annual~~associated ~~or interim financial statements that would not be prevented or detected on a timely basis~~impact, ~~which~~ could inalso ~~turn~~damage ~~cause~~ our ~~stock price to decline significantly and make raising capital more difficult. If we fail to remediate our material weaknesses~~reputation, ~~identify future material weaknesses in our internal control over financial reporting or fail to meet the demands~~negatively ~~that~~impact ~~will be placed upon us as a public company, including the requirements of Sarbanes-Oxley, we may be unable to accurately report~~ our ~~financial~~ ~~results~~relationships ~~or report them within the timeframes required by law or stock exchange regulations. Failure to comply~~ with ~~Section~~our 404 of Sarbanes-Oxley could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. If additional material weaknesses exist or are discovered in the futurecustomers, and weotherwise ~~are~~materially ~~unable~~harm ~~to remediate any such material weakness,~~ our ~~reputation~~business, results of operations, and financial condition ~~could suffer~~.

~~Our recently implemented Bitcoin treasury strategy exposes us to various risks associated with holding Bitcoin.~~20

WeNegative ~~have~~media ~~invested~~campaigns ~~and~~may ~~plan to~~adversely ~~continue to invest a portion of~~ impact our ~~corporate treasury in Bitcoin as a reserve asset, exposing us to significant~~ financial, ~~operational~~performance, ~~and~~ ~~regulatory~~results ~~risks due to its characteristics that are specific to cryptocurrencies. The value~~ of ~~Bitcoin is highly volatile and subject to rapid~~operations, ~~material,~~ and ~~unpredictable~~relationships ~~fluctuations~~with ~~driven~~our bybusiness ~~market speculation~~partners, ~~macroeconomic~~including ~~conditions,~~content ~~investor~~creators ~~sentiment,~~ and ~~global events~~advertisers. For example, historical price swings have seen Bitcoin decline by more than 50% in a matter of months, and there can be no assurance that similar or greater declines will not occur in the future. Such volatility could result in material reductions in the value of our Bitcoin holdings, adversely impacting our financial condition, liquidity, and reported earnings, particularly if we are required to recognize impairment losses under applicable accounting standards.

21Our commitment to diversity of opinion and refusal to censor otherwise allowable content on our platforms that does not violate our moderation policy has in the past resulted and is likely to continue to result in malicious media campaigns and advertiser boycotts directed against us. Media campaigns and advertising boycotts against us may be intended to interfere with our relationships with streaming partners and advertisers, and these campaigns and boycotts may intensify if political polarization increases in the United States and Canada.

~~The~~We ~~regulatory~~expect ~~environment surrounding~~that ~~Bitcoin remains uncertain and varies widely across jurisdictions. In~~ the ~~United States, federal and state authorities have~~proliferation ~~issued~~of ~~evolving~~alternative ~~guidance~~media, including on ~~the~~our ~~classification~~platform, ~~taxation,~~will ~~and~~continue ~~permissible~~to ~~uses~~be ofviewed ~~cryptocurrencies,~~as ~~but~~a ~~comprehensive~~growing ~~legislation~~competitive ~~and regulation~~threat isby ~~still~~established ~~pending.~~news ~~Potential future legislative~~ organizations, and ~~regulatory~~may ~~changes~~result orin ~~actions~~an ~~at the state~~escalation, ~~federal,~~both orin ~~international~~frequency ~~level, such~~and ~~as new trading compliance obligations~~intensity, ~~custody~~of ~~requirements,~~negative ~~restrictions~~publicity oncampaigns ~~ownership,~~against ~~trading,~~us ~~transfer,~~and ~~exchange,~~our orcreators. ~~use~~Such ~~of Bitcoin~~campaigns, aseven aif ~~corporate~~groundless ~~asset~~in nature, ormay ~~the~~result ~~imposition~~in ofnegative ~~new~~public ~~taxes~~perception orand ~~reporting~~damage ~~requirements,~~to ~~could~~relationships ~~limit~~with our ~~ability~~business ~~to hold~~partners, ~~sell,~~including additional or ~~utilize~~more ~~our Bitcoin~~intense ~~effectively~~advertiser boycotts, ~~and~~which may ~~adversely~~negatively ~~affect~~impact ~~the~~our ~~value~~operating ofresults ~~Bitcoin. Unregulated trading platforms~~ and ~~intermediaries~~future ~~may~~growth ~~not provide certain important investor protections~~potential.

Our Bitcoin ~~holdings~~treasury ~~are~~strategy ~~stored in~~exposes ~~digital wallets on third-party exchanges, which are vulnerable to cybersecurity threats such as hacking, phishing, or loss of private~~us ~~keys. Transactions in Bitcoin may be irreversible, and accordingly, losses due~~ to ~~fraudulent~~various orrisks ~~accidental~~associated ~~transactions~~with ~~may~~holding ~~not be recoverable. A security breach or operational failure, whether due to internal errors, errors of third-party custodians, or external attacks, could result in the permanent loss or theft of our~~ Bitcoin~~, for which there is no recourse or insurance comparable to traditional financial assets~~. For example, high-profile cryptocurrency exchange hacks have resulted in losses of hundreds of millions of dollars, and we cannot guarantee that the safeguards that are available to us will prevent similar incidents. Bitcoin is not protected by either FDIC or SIPC insurance. Additionally, reliance on third-party custodians introduces counterparty risk, as their insolvency or mismanagement could jeopardize our access to these assets.

~~Market~~We ~~perception~~have invested and may continue to invest a portion of our corporate treasury in Bitcoin ~~strategy~~ ~~poses~~as ~~further~~a ~~risks.~~reserve ~~Investors~~asset, ~~analysts~~exposing us to significant financial, oroperational, ~~customers~~and ~~may~~regulatory risks ~~view~~due ~~our~~to ~~investment~~its ascharacteristics ~~speculative~~that orare ~~misaligned~~specific ~~with~~to ~~our~~cryptocurrencies. ~~core~~The ~~business~~value of Bitcoin is highly volatile and subject to rapid, ~~potentially~~material, ~~leading~~and tounpredictable ~~stock~~fluctuations ~~price~~driven ~~volatility~~by ormarket ~~loss~~speculation, ofmacroeconomic ~~confidence~~conditions, ininvestor ~~our~~sentiment, ~~management’s~~and ~~financial~~global ~~strategy~~events. For ~~Conversely~~example, ifhistorical ~~Bitcoin’s value~~price ~~declines~~swings ~~significantly,~~have weseen ~~may~~Bitcoin ~~face~~decline ~~pressure~~by tomore ~~divest~~than at50% in a ~~loss,~~matter ~~incurring~~of ~~transaction~~months, ~~costs~~ and ~~tax~~there ~~implications.~~can ~~The~~be ~~accounting~~no assurance that ~~treatment~~similar ofor ~~Bitcoin~~greater asdeclines anwill ~~indefinite-lived~~not ~~intangible~~occur ~~asset~~in ~~under~~the Ufuture.S. ~~GAAP~~Such ~~requires~~volatility uscould toresult ~~assess~~in ~~for~~material ~~impairment~~reductions ~~periodically,~~in ~~which could~~the ~~lead~~value toof ~~earnings~~our ~~volatility~~Bitcoin holdings, ~~and~~adversely ~~negatively~~impacting ~~affect~~ our financial ~~statements~~condition, ~~even~~liquidity, and reported earnings, particularly if we doare ~~not~~required ~~intend~~ to ~~sell~~recognize impairment losses under applicable accounting standards.

~~Broader~~The ~~market~~regulatory ~~or technological~~environment ~~developments,~~surrounding ~~such~~Bitcoin asremains ~~shifts~~uncertain inand ~~blockchain~~varies ~~adoption,~~widely ~~competition~~across ~~from~~jurisdictions. ~~other~~In ~~cryptocurrencies~~the United States, orfederal ~~disruptions~~and tostate authorities have issued evolving guidance on the ~~Bitcoin~~classification, ~~network~~taxation, ~~such as~~and ~~forks,~~permissible ~~mining~~uses ~~centralization~~of cryptocurrencies, orbut ~~energy~~comprehensive legislation and regulation, ~~could~~is ~~also~~still ~~diminish~~pending. ~~the~~Potential ~~value~~future orlegislative ~~utility~~and ofregulatory ~~our~~changes ~~holdings.~~or ~~Moreover~~actions at the state, ~~macroeconomic factors~~federal, or international level, such as ~~rising~~new ~~interest~~trading ~~rates~~compliance obligations, ~~inflation~~custody requirements, restrictions on ownership, trading, transfer, exchange, or ~~shifts~~use inof ~~monetary~~Bitcoin as ~~policy~~a corporate asset, ~~may~~or ~~reduce~~the ~~institutional~~imposition ~~interest~~of innew ~~Bitcoin~~taxes or reporting requirements, ~~further depressing~~could ~~its~~limit ~~value.~~our ~~These~~ability ~~risks~~to ~~are~~hold, ~~heightened~~sell, byor ~~ongoing~~utilize ~~debates~~our Bitcoin ~~over~~effectively, ~~cryptocurrency~~and ~~regulation~~may inadversely affect the ~~U.S.~~value ~~and~~of ~~globally,~~Bitcoin. ~~which~~Unregulated ~~remain unresolved~~trading platforms and ~~could~~intermediaries ~~materially~~may ~~impact~~not ~~our~~provide ~~investment~~certain important investor protections.

Our ~~decision~~Bitcoin toholdings ~~hold~~are ~~Bitcoin~~stored ~~involves~~in ~~speculative~~digital ~~risks~~wallets ~~that~~on ~~differ~~third-party ~~significantly~~exchanges, ~~from~~which ~~traditional~~are ~~treasury~~vulnerable ~~assets~~to ~~like~~cybersecurity ~~cash~~threats such as hacking, phishing, or ~~government~~loss ~~securities~~of private keys. ~~There~~Transactions ~~can~~in Bitcoin may be no ~~assurance~~irreversible, ~~that~~and ~~this~~accordingly, ~~strategy~~losses ~~will~~due ~~achieve~~to ~~our~~fraudulent ~~objectives~~or accidental transactions may not be recoverable. A security breach or operational failure, ~~including~~whether ~~the~~due ~~objectives~~to internal errors, errors of ~~preserving~~third-party ~~capital~~custodians, or ~~enhancing~~external ~~returns~~attacks, ~~and~~could ~~any~~result ~~adverse~~in ~~developments~~the ~~could~~permanent ~~have~~loss aor ~~material~~theft ~~adverse~~of ~~effect~~our onBitcoin, ~~our~~for which there is no recourse or insurance comparable to traditional financial assets. ~~position~~For example, ~~results~~high-profile cryptocurrency exchange hacks have resulted in losses of ~~operations~~hundreds of millions of dollars, and ~~stock~~we ~~price~~cannot guarantee that the safeguards that are available to us will prevent similar incidents. Bitcoin is not protected by either FDIC or SIPC insurance. Additionally, reliance on third-party custodians introduces counterparty risk, as their insolvency or mismanagement could jeopardize our access to these assets.

~~Risks~~Market ~~related~~perception toof ~~accepting~~our ~~stablecoin~~Bitcoin strategy poses further risks. Investors, analysts, or customers may view our investment as speculative or misaligned with our core business, potentially leading to stock price volatility or loss of confidence in our management’s financial strategy. Conversely, if Bitcoin’s value declines significantly, we may face pressure to divest at a ~~payment~~loss, ~~method~~incurring transaction costs and tax implications. The accounting treatment of Bitcoin at fair value under U.S. GAAP requires us recognize changes in fair value in earnings each reporting period, which could lead to earnings volatility and negatively affect our financial statements, even if we do not intend to sell.

~~Our~~Broader ~~planned~~market ~~expansion~~or ~~into~~technological ~~accepting~~developments, ~~certain~~such ~~stablecoins~~ as ashifts ~~medium~~in ofblockchain ~~exchange~~adoption, ~~will~~competition ~~expose~~from usother cryptocurrencies, or disruptions to ~~additional~~the ~~financial~~Bitcoin network, ~~regulatory~~such as forks, ~~operational~~mining centralization, ~~and~~or ~~market~~energy ~~risks that~~regulation, could ~~adversely~~also ~~affect~~diminish the value or utility of our ~~business~~holdings. Moreover, ~~financial~~macroeconomic factors, ~~condition~~such as rising interest rates, inflation, or shifts in monetary policy, may reduce institutional interest in Bitcoin, further depressing its value. These risks are heightened by ongoing debates over cryptocurrency regulations in the U.S. and ~~results~~globally, ofwhich ~~operations~~remain unresolved and could materially impact our investment in Bitcoin.

Although stablecoins are designed to maintain a stable value while being pegged to fiat currencies like the U.S. dollar, the stability and reliability of stablecoins are not guaranteed and depend on various factors beyond our control, including the financial health of the issuing entity, the adequacy and liquidity of reserve assets, and the effectiveness of the underlying stabilization mechanisms. If a stablecoin that we accept experiences a significant devaluation or “de-pegging” event, where its value deviates materially from its intended peg, we may incur losses on payments already received, face disruptions in transaction processing, or lose customer confidence, all of which could negatively impact our financial condition and reputation. Stablecoins are not subject to any deposit insurance protection scheme, and the presence of fiat currency reserves is not a guarantee for redemption. There is a possibility that the assets held in reserves are not sufficient or may not be available for redemption at times of extremely high demand. Volatility spikes in the cryptocurrency markets also might lead to occasions where the price of a stablecoin deviates from the underlying fiat currency.21

22Our decision to hold Bitcoin involves speculative risks that differ significantly from traditional treasury assets like cash or government securities. There can be no assurance that this strategy will achieve our objectives, including the objectives of preserving capital or enhancing returns, and any adverse developments could have a material adverse effect on our financial position, results of operations, and stock price.

~~Additionally,~~Risks ~~the~~related ~~regulatory environment surrounding stablecoins remains uncertain and rapidly evolving. Legislatures and regulatory bodies, including foreign authorities, continue~~ to ~~evaluate~~accepting ~~whether~~stablecoin ~~stablecoins constitute securities, commodities, or other regulated financial instruments. New laws, regulations, or enforcement actions could impose significant compliance obligations on us, such~~ as ~~anti-money laundering (AML) and know-your-customer~~ (KYC) requirements, restrict our ability to accept certain stablecoins altogether, result in unfavorable changes in use, transfer, and redemption of stablecoins, or impose tax liabilities upon stablecoin holders. Noncompliance with such regulations, even unintentional, could result in fines, penalties, legal proceedings, and reputational harm. Furthermore, if a ~~stablecoin issuer on which we rely is deemed non-compliant with applicable laws, it could disrupt our~~ payment ~~operations or expose us to liability as a downstream user~~method.

~~Accepting~~Our ~~stablecoins~~planned ~~also~~expansion into ~~introduces~~accepting ~~operational~~certain ~~and~~stablecoins ~~cybersecurity~~as ~~risks.~~a ~~The~~medium ~~blockchain~~of ~~networks~~exchange ~~and~~will ~~digital~~expose ~~wallets~~us ~~we use~~ to ~~process~~additional ~~and store stablecoin transactions may be vulnerable to hacking~~financial, ~~phishing attacks~~regulatory, ~~software bugs~~operational, and ~~network~~market ~~failures.~~risks that ~~A security breach or technical failure~~ could ~~result in~~adversely ~~the~~affect ~~loss~~our orbusiness, ~~theft~~financial ~~of stablecoin funds~~condition, ~~for which we may have limited recourse due to the decentralized~~ and ~~irreversible~~results ~~nature~~ of ~~blockchain transactions~~operations. Moreover, reliance on third-party service providers, such as cryptocurrency exchanges or custodians, to facilitate stablecoin transactions introduces counterparty risk. If these providers, or any stablecoin issuers, experience insolvency, operational disruptions, or fraudulent activity, our ability to process payments or convert stablecoins to fiat currency could be impaired, potentially leading to financial losses or liquidity constraints.

~~Additional~~Although ~~risks~~stablecoins ~~relate~~are designed to maintain a stable value while being pegged to a reference asset or fiat currency, such as the U.S. dollar, their stability and reliability are not guaranteed and depend on factors beyond our control, including the ~~market~~financial ~~acceptance~~health and risk management of ~~stablecoins~~the issuing entity, the adequacy, liquidity, and segregation of reserve assets, and the effectiveness of the underlying stabilization mechanisms. If ~~customers~~a stablecoin that we accept experiences a significant devaluation or ~~vendors~~“de-pegging” ~~lose~~event, ~~confidence~~or inif ~~stablecoins~~its ~~due~~reserves prove to ~~volatility~~be insufficient or inaccessible, ~~scandals~~we may incur losses on payments already received, orface ~~legislative~~ disruptions in transaction processing, or ~~regulatory~~lose ~~actions~~customer confidence, any ~~demand~~of ~~for~~which could negatively impact our ~~stablecoin~~financial ~~payment~~condition ~~option~~and ~~could~~reputation. ~~decline~~Stablecoins are not protected by deposit insurance, ~~forcing~~and usin periods toof ~~incur~~market ~~costs~~stress, tothere ~~adapt~~is ~~our~~a ~~payment~~risk ~~infrastructure or~~that ~~revert~~reserves tomay ~~traditional~~not ~~payment~~be ~~methods.~~sufficient ~~Conversely~~or available for timely redemption, ifor wethat ~~cease~~the ~~accepting~~price of a stablecoin may deviate materially from its intended peg. Further, fiat-based stablecoins inmay ~~response~~be subject to ~~these~~greater ~~risks~~oversight and regulation, potentially wein multiple jurisdictions, and may ~~alienate~~be afurther dependent on actions taken by the banking industry and regulators to support ~~segment~~such ofstablecoins. ~~our~~Other ~~customer~~geopolitical ~~base~~factors ~~that~~also ~~prefers~~may ~~cryptocurrency~~influence ~~payments~~government or regulatory support of such stablecoins, ~~potentially~~all ~~reducing~~of ~~our~~which ~~market~~could affect ~~competitiveness~~the value of such stablecoins or lead to a de-pegging event.

~~Fluctuations~~On inJuly 18, 2025, the ~~broader~~Guiding ~~cryptocurrency~~and ~~market~~Establishing ~~could~~National ~~indirectly~~Innovation ~~impact~~for ~~our~~U.S. ~~stablecoin~~Stablecoins ~~operations.~~Act A(the ~~significant~~“GENIUS ~~downturn~~Act”) inwas ~~cryptocurrency~~passed ~~prices~~and orsigned ~~public~~into ~~sentiment~~law of the United ~~could~~States, ~~trigger~~which ~~redemption~~directs ~~pressures~~for ona ~~stablecoin~~federal ~~issuers,~~regulatory ~~straining~~framework ~~their~~for ~~reserves~~the issuance of “payment stablecoins” that are designed to be used as a means of payment and ~~increasing~~settlement. While the ~~likelihood~~GENIUS Act has been signed into law, it will not become effective until the earlier of ~~instability~~January 18, 2027 or 120 days after the primary federal payment stablecoin regulators issue any final regulations implementing the GENIUS Act. ~~Such~~The impact of these legal and regulatory changes associated with the GEINUS Act will depend in part on how such act is implemented ~~events~~through rulemaking by U.S. regulators. Therefore, while a consistent federal framework could ~~disrupt~~increase ~~our~~institutional ~~payment~~and ~~processing~~consumer ~~capabilities~~confidence in stablecoins over time, the scope, timing, and ~~harm~~substance ~~our~~of ~~financial~~implementing ~~position~~the associated regulations and supervisory practices remain uncertain.

Accepting stablecoins also introduces operational and cybersecurity risks. The ~~development~~blockchain networks and digital wallets we use ofto AIprocess and store stablecoin transactions may ~~result~~be vulnerable to hacking, phishing attacks, smart-contract or software bugs, key-management failures, and network congestion or outages, and a security breach or technical failure could result in ~~reputational~~the ~~harm~~loss or theft of stablecoin funds, ~~liability~~for which we may have limited recourse due to the decentralized and generally irreversible nature of blockchain transactions. Our reliance on third-party service providers, such oras ~~other~~exchanges, ~~adverse~~payment ~~consequences~~processors, custodians, and wallet providers, to facilitate stablecoin transactions and convert stablecoins to fiat currency introduces additional counterparty and operational risk; if any such provider or any stablecoin issuer experiences insolvency, regulatory restrictions, operational disruptions, or fraudulent activity, our ~~business~~ability ~~operations~~to process payments, safeguard customer balances, or access liquidity could be impaired, potentially leading to financial losses or liquidity constraints.

We are ~~evaluating~~also AIexposed ~~technologies for~~to ~~use in the operation of our business. There are significant~~ risks relating ~~involved~~to inmarket ~~deploying AI~~ and ~~there~~customer ~~can~~acceptance ~~be no assurance that any usage~~ of AIstablecoins. ~~will~~If ~~enhance our products or services or be beneficial to our business~~customers, ~~including our profitability. AI technologies are complex and rapidly evolving~~vendors, ~~and we face significant potential disruption from other companies as well as an evolving regulatory landscape. Any integration of any AI technologies into our products~~ or ~~services~~regulators ~~may~~lose ~~result~~confidence in ~~new~~a orparticular ~~enhanced governmental~~ stablecoin or ~~regulatory~~the ~~scrutiny,~~stablecoin ~~intellectual property~~market ~~claims,~~more ~~litigation,~~broadly ~~confidentiality~~because orof ~~security risks~~volatility, ~~ethical concerns,~~ negative ~~user perceptions as to automation and AI~~publicity, ~~or other~~enforcement ~~complications that could adversely affect our business~~actions, ~~reputation,~~ or ~~financial~~failures ~~results. As a result~~ of ~~the~~major ~~complexity and rapid development of AI~~issuers, ~~it is also the subject of evolving review by various U.S. governmental and regulatory agencies, and other foreign jurisdictions~~demand ~~are~~for ~~applying,~~our orstablecoin ~~are~~payment ~~considering~~options ~~applying,~~could ~~their platform moderation~~decline, ~~intellectual property, cybersecurity,~~ and ~~data~~we ~~protection~~could ~~laws to AI and/or are considering general legal frameworks on AI. We may not always~~ be ~~able~~required to ~~anticipate~~incur ~~the~~additional ~~appropriate~~costs ~~response~~ to ~~these~~modify ~~rapidly evolving frameworks. We may also have to expend resources to adjust~~ our ~~product~~payment ~~or service offerings in certain jurisdictions if the legal~~infrastructure, ~~frameworks~~transition ~~governing the use of AI are not consistent across jurisdictions. If we fail~~ to ~~adopt~~alternative AIdigital ~~technologies~~asset ~~effectively~~arrangements, or ~~experience delays~~revert ~~in integrating these technologies into our operations, we may face significant risks~~ to ~~our~~traditional ~~competitive~~payment ~~position, financial performance, and long-term growth prospects~~methods. ~~Competitors who successfully leverage AI may gain advantages in operational efficiency, innovation, data analysis, and customer personalization, potentially eroding our market share and reputation.~~

23The operation of our non-custodial crypto wallet exposes us to significant regulatory, operational, security, and market risks that could adversely affect our business, financial condition, results of operations, and reputation.

~~Uncertainty~~The ~~around~~operation ~~new~~of ~~and emerging AI technologies, such as generative AI, may require additional investment in~~ the ~~development of appropriate protections and safeguards~~Rumble ~~for~~Wallet, ~~handling~~our ~~the~~recently ~~use~~launched ofnon-custodial ~~data~~crypto ~~with AI technologies~~wallet, which ~~may~~enables beusers ~~costly~~to ~~and~~hold ~~could~~multiple ~~impact~~cryptocurrencies, ~~our~~engage ~~expenses.~~in AItipping ~~technologies, including generative~~on ~~AI,~~our ~~may~~video ~~create content that is factually inaccurate or flawed~~platform, orand ~~otherwise~~utilize ~~unlawful, harmful or policy~~on-~~violating.~~ ~~Such content may expose us to brand or reputational harm~~ and~~/or~~ ~~legal~~off-ramps ~~liability.~~through Itpartnership iswith ~~also~~a ~~uncertain~~third-party ~~how~~crypto ~~various~~exchange, ~~laws~~exposes ~~related~~us to ~~online~~significant ~~services~~regulatory, ~~intermediary~~ ~~liability~~operational, ~~copyright and other issues will apply to content generated by AI. The use of certain AI technologies presents emerging ethical and social issues~~security, and ifmarket werisks ~~offer solutions~~ that ~~draw~~could ~~scrutiny~~adversely oraffect ~~controversy~~our ~~due to their perceived or actual impact on users or on society as a whole~~business, wefinancial ~~may experience brand or reputational harm~~condition, ~~competitive~~results ~~harm, and/or legal liability. As such, it is not possible to predict all~~ of ~~the risks related to the use of AI~~operations, and ~~developments in regulatory frameworks governing the use of AI and in related stakeholder expectations may adversely affect our ability to develop and use AI or subject us to liability~~reputation.

~~Risks Related to the Legal and Regulatory Environment in Which We Operate~~22

WeThe ~~collect,~~cryptocurrency ~~store,~~industry is subject to extensive and ~~process~~evolving ~~large~~regulatory ~~amounts of~~scrutiny ~~user~~in ~~video~~the ~~content~~United States and ~~personal~~internationally, ~~information~~including offrom ~~our~~federal ~~users~~agencies and state ~~subscribers~~financial regulators. IfOur ~~our~~crypto ~~security~~wallet ~~measures~~and ~~are~~associated ~~breached~~features, ~~our~~even ~~sites~~though ~~and~~non-custodial ~~applications~~in nature (meaning we do not hold or control users’ private keys or assets), may be ~~perceived~~deemed asto ~~not~~involve ~~being~~money ~~secure~~transmission, ~~traffic~~securities activities, or other regulated financial services, particularly in connection with tipping functionality and ~~advertisers~~integrations ~~may~~with ~~curtail~~third-party exchanges for fiat-to-crypto conversions. Changes in laws, regulations, or ~~stop~~interpretations, ~~viewing~~such ~~our~~as ~~content~~classifications of certain cryptocurrencies as securities, enhanced know-your-customer or ~~using~~anti-money ~~our~~laundering ~~services~~requirements, or restrictions on non-custodial wallets, could require us to obtain licenses, modify our ~~business~~offerings, ~~and~~or ~~operating~~cease ~~results~~operations ~~could~~in becertain ~~harmed~~jurisdictions. Noncompliance, ~~and~~whether weactual or alleged, could ~~face~~result ~~legal~~in ~~claims~~investigations, ~~from~~enforcement ~~users~~actions, fines, penalties, or litigation, which may be costly and ~~subscribers~~time-consuming to defend. For example, if regulators view our tipping feature as facilitating unregistered securities transactions or unlicensed money services, we could face significant liabilities.

WeOur ~~collect,~~reliance ~~store,~~on ~~and~~a ~~process~~partnership ~~large~~with ~~amounts~~an ofexisting ~~video~~crypto ~~content~~exchange ~~(including videos that are not intended~~ for ~~public~~on- ~~consumption)~~ and ~~personal~~off-ramp ~~information~~services ofintroduces ~~our~~dependency ~~users, cloud customers, and subscribers~~risks. WeThe ~~also~~exchange ~~share~~may ~~such~~experience ~~information,~~operational ~~where appropriate~~disruptions, ~~with third parties that help us operate our business.~~ ~~Despite~~security ~~our efforts~~breaches, weregulatory ~~may fail to properly secure our systems and our user and subscriber data. This could be caused by technical~~ issues ~~(bugs)~~, ~~obsolete technology, human error~~ or ~~internal or external malfeasance~~insolvency, ~~undiscovered~~which ~~vulnerabilities, and~~ could ~~lead~~interrupt toour ~~unauthorized disclosure~~users’ ofability ~~data,~~to ~~unauthorized~~deposit ~~changes~~ or ~~data~~withdraw ~~losses. For example~~funds, weleading to ~~routinely~~user ~~receive~~dissatisfaction, ~~reports~~loss ~~from~~of ~~security~~trust, ~~researchers~~and ~~regarding~~ potential ~~vulnerabilities~~claims inagainst ~~our applications~~us. We ~~also~~have ~~rely~~limited oncontrol ~~open-source~~over ~~software~~the ~~for~~exchange’s ~~various functions~~compliance, ~~which may contain undiscovered~~ ~~security flaws and create additional technical vulnerabilities. In addition~~performance, ~~despite~~or ~~our~~risk ~~ongoing~~management ~~and additional investments in cybersecurity~~practices, ~~such~~ ~~improvements~~ and ~~review~~any ~~may~~failures ~~not~~on ~~identify~~the ~~abuses~~exchange’s ofpart ~~our~~could ~~platforms~~be ~~and~~attributed ~~misuse~~to ofus ~~user~~by ~~data.~~users ~~The~~or ~~existence of such vulnerabilities~~regulators, ifharming ~~undetected~~our orbrand ~~detected~~and ~~but~~exposing ~~not~~us ~~remediated, could result in unauthorized access~~ to ~~our systems or the data of our users~~liability.

ASecurity ~~data~~vulnerabilities ~~breach could expose~~remain usa tocritical ~~regulatory~~concern, ~~actions~~despite ~~and litigation. Depending on~~ the ~~circumstances,~~non-custodial wedesign. ~~may~~Our bevideo ~~required~~platform’s tointegration ~~disclose~~with ~~a suspected breach to regulators, affected individuals, and~~ the ~~public.~~wallet ~~This~~ could ~~lead~~be totargeted ~~regulatory~~by ~~actions~~cyberattacks, phishing ~~including~~schemes, ~~the~~or ~~possibility~~exploits ofaimed ~~fines,~~at ~~class~~users’ ~~action~~devices or ~~traditional litigation~~our bysoftware ~~affected individuals~~interfaces, ~~reputational~~potentially ~~harm,~~resulting ~~costly~~in ~~investigation~~unauthorized ~~and remedial efforts~~access, theft ~~the triggering~~ of ~~indemnification~~user ~~obligations under data-protection agreements with subscribers~~assets, ~~vendors,~~or ~~and~~data ~~partners,~~breaches. ~~higher~~User ~~premiums for cybersecurity insurance and other insurance policies~~errors, ~~and~~such ~~the~~as ~~inability~~loss toof ~~obtain~~private ~~cybersecurity~~keys ~~insurance~~ or ~~other~~exposure ~~forms of insurance. We do not presently have cybersecurity insurance~~ to ~~compensate for any losses that may result from any breach of security~~scams, ~~and~~could ~~given~~also ~~industry~~lead ~~trends~~to ~~generally,~~financial ~~we expect that any such~~losses ~~cybersecurity~~for ~~insurance~~which ~~coverage~~users ~~will~~might beseek ~~difficult~~ to ~~obtain~~hold inus ~~the~~responsible ~~future~~through onlawsuits ~~acceptable terms. As a result, our results of operations~~ or ~~financial~~negative ~~condition may be materially adversely affected if we experience a cybersecurity-related loss~~publicity.

WeCompetition in the crypto wallet space is significant, with established players offering similar non-custodial solutions. If our wallet fails to achieve sufficient user adoption due to usability issues, lack of supported cryptocurrencies, or superior alternatives, we may ~~fail~~incur substantial development and marketing costs without corresponding benefits. Moreover, broader market events, such as crypto market crashes, exchange failures (such as the FTX bankruptcy), or increased regulatory crackdowns, could reduce overall interest in cryptocurrencies, diminishing the value of our wallet features and potentially leading to ~~comply~~impairment ~~with~~of ~~applicable~~related ~~privacy~~investments or assets. Any of these risks could result in increased ~~laws~~operating expenses, loss of users, damage to our reputation, or material adverse effects on our financial performance.

WeOur ~~are~~increasing ~~subject to data privacy and security laws and regulations that apply to the collection, transmission, storage,~~ use, ~~processing, destruction, retention and security~~ of ~~personal~~artificial ~~information, including additional laws or regulations relating to health information. Our current privacy policies and practices,~~intelligence ~~which~~technologies ~~are~~presents ~~publicly~~significant ~~available at rumble.com/s/privacy~~regulatory, ~~are designed to comply with privacy and data protection laws in the United States and Canada. These policies and practices inform users how we handle personal information and~~legal, ~~as permitted by law~~operational, ~~allow users to change or delete the personal information in their user accounts. The legislative and regulatory landscape for privacy and data protection continues to evolve in jurisdictions worldwide~~cybersecurity, and ~~these~~reputational ~~laws~~risks ~~may at times be conflicting. It is possible~~ that these laws may be interpreted and applied in a manner that is inconsistent with our practices, and our efforts to comply with the evolving data protection rules may be unsuccessful. We must devote significant resources to understanding and complying with this changing landscape. Failure to comply with federal, state, provincial and international laws regarding privacy and security of personal information could ~~expose~~materially ~~us to penalties under such laws, orders requiring that we change our practices, claims for damages or other liabilities, regulatory investigations~~ and ~~enforcement~~ ~~action (including fines and criminal prosecution of employees), litigation, significant costs for remediation, and damage~~adversely toaffect our ~~reputation and loss of goodwill, any of which could have a material adverse effect on our~~ business, financial condition, ~~results of operations~~ and prospects. Even if we have not violated these laws, government investigations and private lawsuits into these issues typically require the expenditure of significant resources and generate negative publicity, which could have a material adverse effect on our business, financial condition, results of operations ~~and prospects~~. Additionally, if we are unable to properly protect the privacy and security of personal information, including protected health information, we could be found to have breached our contracts with certain third parties.

24Our business increasingly relies on artificial intelligence (“AI”) technologies, including generative AI and emerging agentic systems, to support operational efficiency, product development, data analysis, and innovation. While these technologies present important opportunities, their development, integration, and use involve substantial risks that could adversely affect our business, financial condition, results of operations, reputation, and the market price of our securities.

~~There~~The ~~are~~regulatory ~~numerous~~environment surrounding ~~U.S.~~AI ~~and Canadian~~is ~~federal,~~evolving ~~state,~~rapidly and ~~provincial~~inconsistently ~~laws~~across ~~and~~jurisdictions, ~~regulations~~creating ~~related~~compliance tochallenges, ~~the~~increased ~~privacy~~costs, and ~~security of personal information~~uncertainty. ~~Determining~~ ~~whether~~In ~~protected~~the ~~information~~United ~~has~~States, ~~been~~regulators, ~~handled~~including inthe ~~compliance~~SEC, ~~with~~have ~~applicable~~intensified ~~privacy~~scrutiny ~~standards~~of ~~and~~AI-related ~~our~~disclosures ~~contractual obligations can be complex~~ and ~~may~~the berisk ~~subject~~of to“AI-washing,” while ~~changing~~emerging ~~interpretation.~~state Ifand wefederal ~~fail~~rules toincreasingly ~~comply~~address ~~with~~automated ~~applicable~~decision-making, ~~privacy~~transparency, ~~laws~~bias, weand ~~could~~consumer ~~face~~protection. ~~civil and criminal~~Internationally, ~~penalties.~~comprehensive ~~Failing~~regimes, tosuch ~~take~~as ~~appropriate~~the ~~steps~~EU toAI ~~keep~~Act, ~~consumers’~~apply ~~personal~~extraterritorially ~~information~~and ~~secure~~may ~~can~~require ~~also~~us ~~constitute~~to ~~unfair~~classify ~~acts or practices in or affecting commerce~~ and bemanage ~~construed~~AI assystems abased ~~violation~~on ~~of Section 5(a) of the Federal Trade Commission Act (the “FTCA”)~~risk, 15conduct ~~U.S.C.~~assessments §or ~~45(a).~~audits, ~~The~~implement ~~Federal~~additional ~~Trade~~safeguards, ~~Commission~~or ~~(the~~limit ~~“FTC”)~~certain ~~expects~~uses. aWe ~~company’s~~may ~~data~~not ~~security~~always ~~measures to~~ be ~~reasonable and~~able ~~appropriate~~to inanticipate ~~light~~how ~~of the sensitivity~~ courts and ~~volume~~regulators ofwill ~~consumer~~apply ~~information~~existing itlaws ~~holds~~to AI, ~~the~~predict ~~size~~how ~~and~~new ~~complexity~~legal offrameworks ~~its~~will ~~business,~~develop ~~and the cost of available tools~~ to ~~improve~~address ~~security and reduce vulnerabilities. In addition~~AI, ~~state~~or ~~attorneys~~otherwise ~~general~~respond ~~are authorized~~ to ~~bring~~these ~~civil~~frameworks ~~actions~~as ~~seeking~~they ~~either~~are ~~injunctions~~still orrapidly ~~damages~~evolving. inFailure ~~response~~ to ~~violations~~anticipate ~~that~~or ~~threaten~~comply ~~the~~with ~~privacy~~applicable ofrequirements ~~state~~could ~~residents.~~result Wein ~~cannot~~fines, enforcement beactions, ~~sure~~operational ~~how~~restrictions, ~~these~~or ~~regulations~~reputational ~~will~~harm. beDivergent ~~interpreted,~~and ~~enforced~~changing orrules ~~applied~~may torequire ~~our~~us ~~operations. In addition~~ to ~~the~~tailor ~~risks~~AI ~~associated~~deployments ~~with~~by ~~enforcement~~jurisdiction, ~~activities~~ and ~~potential~~we ~~contractual~~may ~~liabilities,~~also ~~our~~have ~~ongoing efforts~~ to ~~comply~~expend ~~with~~resources ~~evolving~~to ~~laws~~adapt ~~and~~to ~~regulations~~new atlegal ~~the~~frameworks ~~federal~~ and ~~state~~ ~~level~~adjust ~~may~~our beofferings ~~costly~~in ~~and~~certain ~~require~~jurisdictions ~~ongoing~~if ~~modifications~~the tolegal frameworks ~~our~~on ~~policies,~~AI ~~procedures~~are ~~and~~not ~~systems~~consistent across jurisdictions.

Internationally, laws, regulations and standards in many jurisdictions apply broadly to the collection, transmission, storage, use, processing, destruction, retention and security of personal information. For example, in the European Union, the collection, transmission, storage, use, processing, destruction, retention and security of personal data is governed by the provisions of the General Data Protection Regulation (“GDPR”) in addition to other applicable laws and regulations. The GDPR, together with national legislation, regulations and guidelines of the European Union Member States governing the collection, transmission, storage, use, processing, destruction, retention and security of personal data, impose strict obligations with respect to, and restrictions on, the collection, use, retention, protection, disclosure, transfer and processing of personal data. The GDPR also imposes strict rules on the transfer of personal data to countries outside the European Union that are not deemed to have protections for personal information, including the United States. The GDPR authorizes fines for certain violations of up to 4% of the total global annual turnover of the preceding financial year or €20 million, whichever is greater. Such fines are in addition to any civil litigation claims by data subjects. Separately, Brexit has led and could also lead to legislative and regulatory changes and may increase our compliance costs and expose us to two parallel regulatory regimes, each of which authorizes similar fines and other potentially divergent enforcement actions for certain violations. Other jurisdictions outside the European Union are similarly introducing or enhancing privacy and data security laws, rules and regulations, which could increase our compliance costs and the risks associated with noncompliance. We cannot guarantee that we are, or will be, in compliance with all applicable U.S., Canadian, or other international regulations as they are enforced now or as they evolve.23

Our ~~cloud~~use ~~services~~of ~~business~~AI ~~operates~~also inexposes aus ~~highly~~to ~~regulated~~legal, ~~environment~~intellectual property, ~~subject~~and toliability arisks. ~~complex~~AI-generated ~~and~~outputs, ~~rapidly~~including ~~evolving~~content, ~~array~~code, ofanalytics, ~~domestic~~or ~~and~~decision ~~international~~recommendations, may ~~laws~~be inaccurate, ~~regulations~~fabricated, ~~and~~biased, ~~industry~~or derived from third-party materials without appropriate rights, potentially leading to claims ~~standards~~of ~~governing~~copyright ~~data~~or patent infringement, defamation, privacy violations, ~~cybersecurity~~or discrimination under applicable laws. We could face litigation, regulatory ~~data~~investigations, ~~localization~~indemnity claims from customers, ~~and~~or ~~cross~~direct liability if AI-~~border~~driven ~~data~~outputs ~~transfers.~~cause harm, contribute to flawed business decisions, or produce discriminatory or misleading results, and evolving interpretations of intermediary liability, fair use, and product liability add further uncertainty.

~~Compliance~~Our ~~with~~reliance ~~regulatory~~on third-party ~~requirements~~AI ofproviders aand ~~rapidly~~infrastructure ~~evolving~~creates ~~array~~vendor ~~of domestic~~ and ~~international~~concentration ~~laws~~risk. ~~that~~Disruptions ~~apply~~at tokey ~~our~~vendors, ~~cloud~~such ~~services~~as ~~business~~outages, ~~poses~~performance ~~significant~~issues, ~~operational~~abrupt policy or pricing changes, ~~financial~~feature deprecations, ~~and~~or ~~reputational~~terminations, ~~risks.~~could ~~For~~impair ~~example~~critical functions, wedelay ~~are~~product ~~subject~~development, todegrade user ~~the GDPR~~experiences, ~~the~~or ~~California~~increase ~~Consumer~~our ~~Privacy~~costs. ~~Act~~We ~~(CCPA)~~have ~~and its~~limited ~~successor~~visibility into vendors’ models, ~~the~~training ~~California~~data, ~~Privacy~~update ~~Rights~~practices, ~~Act~~and ~~(CPRA).~~internal controls, Asand wemay ~~further~~inherit ~~expand~~issues ~~internationally~~such as inaccuracies, webias, ~~may~~data ~~become~~retention ~~subject~~concerns, toor ~~similar~~intellectual ~~laws~~property ininfringement, notwithstanding ~~foreign~~contractual ~~jurisdictions.~~protections ~~These~~that ~~regulations~~may ~~impose~~be ~~strict~~insufficient ~~obligations~~or ondifficult ~~the~~to ~~collection,~~enforce. ~~storage,~~New ~~processing,~~or ~~and~~evolving ~~transfer~~regulations ofaddressing ~~personal~~AI ~~data,~~supply chains and ~~with~~third-party ~~potential~~risk ~~penalties~~may ~~for~~impose ~~noncompliance,~~additional inobligations ~~addition~~on tous ~~litigation~~as ~~costs~~a ~~and~~user ~~reputational~~of ~~harm~~these services.

~~Furthermore,~~Our ~~certain~~reliance ~~countries,~~on third-party ~~enforce~~AI ~~data~~providers ~~localization~~and ~~laws~~infrastructure ~~requiring~~creates ~~that~~vendor ~~data~~and ~~generated~~concentration ~~within~~risk. ~~their~~Disruptions ~~borders~~at bekey ~~stored~~vendors, onsuch ~~local~~as ~~servers~~outages, ~~which~~performance ~~may~~issues, abrupt ~~conflict~~policy ~~with our~~or ~~global~~pricing ~~operational~~changes, ~~model~~feature ~~and~~deprecations, ~~necessitate~~or ~~costly~~terminations, ~~infrastructure~~could ~~investments~~impair orcritical ~~limit~~functions, ~~our~~delay ~~ability~~product todevelopment, ~~serve~~degrade user ~~customers~~experiences, ~~efficiently.~~or ~~Recent U.S.~~increase ~~trade~~our ~~policies,~~costs. ~~such~~We ashave ~~the~~limited ~~tariffs~~visibility ~~imposed~~into onvendors’ ~~goods~~models, ~~from~~training ~~China~~data, ~~Canada~~update practices, and ~~Mexico~~internal controls, ~~could~~and ~~exacerbate~~may ~~these~~inherit ~~challenges~~issues bysuch ~~increasing tensions~~as ~~over~~inaccuracies, ~~cross-border~~bias, data ~~flows~~retention concerns, or ~~prompting~~intellectual ~~retaliatory~~property ~~measures~~infringement, ~~that~~notwithstanding contractual ~~further~~protections ~~restrict~~that ~~data~~may ~~transfers.~~be ~~The~~insufficient ~~invalidation~~or ofdifficult ~~frameworks like~~to ~~the EU-U~~enforce.S. ~~Privacy~~New ~~Shield~~or ~~and~~evolving ~~ongoing~~regulations ~~uncertainty~~addressing ~~surrounding~~AI ~~alternative~~supply ~~mechanisms,~~chains ~~such as standard contractual clauses, heighten~~and ~~the~~third-party risk ~~that we~~ may beimpose ~~unable~~additional toobligations ~~lawfully~~on ~~transfer~~us ~~data~~as ~~across~~a ~~jurisdictions,~~user ~~potentially~~of ~~disrupting~~these ~~service delivery or subjecting us to regulatory enforcement actions~~services.

25Operational, cybersecurity, and data privacy risks are amplified by AI adoption. AI systems can exhibit errors, hallucinations, model drift, degraded performance, adversarial vulnerabilities, or unexpected behaviors that, without adequate human oversight and safeguards, could disrupt operations, diminish product quality, impact financial reporting, adversely affect individuals, or undermine trust in our offerings. AI systems often process large volumes of data and expand the attack surface, while techniques such as AI-enabled malware, deepfakes, model inversion extraction, or prompt-injection attacks may increase the sophistication of threats. Breaches, unauthorized access to or acquisition of, or misuse of data, including personal information, used in or produced by AI systems could lead to financial losses, regulatory penalties, and litigation, and AI systems may inadvertently expose proprietary or personal information.

~~Our~~Reputational ~~cloud~~and ~~services~~ethical ~~business~~risks ~~may~~are ~~also~~significant, ~~cater~~as toAI ~~customers~~raises inconcerns ~~regulated~~about ~~industries~~bias, ~~such~~misinformation, asjob ~~healthcare (subject to HIPAA)~~displacement, ~~financial~~and ~~services~~environmental ~~(subject~~or toother ~~PCI~~societal ~~DSS~~impacts. ~~and~~Public ~~SEC regulations)~~scrutiny, ~~and~~negative ~~government~~media ~~(subject~~coverage, tostakeholder ~~FedRAMP)~~backlash, ~~each~~or ~~imposing~~association ~~additional~~with ~~compliance~~controversial ~~obligations.~~AI ~~Failure~~practices tocould ~~obtain~~damage orour ~~maintain~~brand, customer ~~certifications~~relationships, ~~implement~~ability ~~required~~to ~~security~~attract ~~controls~~and retain talent, or ~~adequately~~investor ~~audit~~confidence, ~~our~~particularly ~~systems~~as ~~could~~expectations ~~result~~for inrobust ~~loss~~AI ~~of customer contracts~~governance, ~~exclusion~~transparency, ~~from~~and ~~certain~~board ~~markets,~~oversight orcontinue ~~substantial~~to ~~penalties~~increase. ~~Moreover,~~Mitigating ~~emerging~~these ~~regulations,~~risks ~~such~~requires asongoing ~~the~~investment ~~EU’s~~in ~~Artificial~~governance ~~Intelligence~~frameworks, ~~Act~~policies, ~~and~~training, ~~potential~~audits, ~~U.S.~~ethical ~~federal cybersecurity mandates~~guidelines, ~~introduce further uncertainty~~insurance, ~~as their scope~~ and ~~enforcement~~technical ~~remain~~safeguards, ~~unclear~~which ~~but~~may ~~could require~~increase ~~significant~~expenses ~~changes to our technology~~ and ~~operations~~affect profitability.

~~Noncompliance,~~The ~~whether~~pace ~~due to~~of ~~inadvertent~~AI ~~violations,~~evolution ~~evolving~~and uncertainty ~~interpretations~~in ofapplicable ~~existing~~ laws, orand ~~breaches~~stakeholder byexpectations ~~third-party~~make ~~vendors~~it wedifficult ~~rely on, could lead~~ to ~~investigations, fines,~~predict ~~injunctions,~~ or ~~restrictions~~fully onmitigate ~~our~~all ~~ability~~risks, toand ~~operate~~any inof ~~key~~these factors ~~markets.~~could ~~Even~~have ~~the~~a ~~perception~~material ofadverse ~~noncompliance~~effect ~~could~~on ~~damage~~our ~~customer trust~~business. ~~and~~In ~~investor confidence~~addition, ~~adversely~~AI ~~affecting~~may ~~our~~not ~~stock~~develop ~~price.~~in ~~The~~accordance ~~costs~~with ofmarket ~~compliance~~acceptance of features, ~~including legal fees~~products, ~~system~~or ~~upgrades,~~services. ~~and ongoing~~We ~~audits,~~regularly ~~may~~evaluate ~~increase~~our ~~over~~product ~~time~~roadmaps and ~~strain~~make ~~our~~significant ~~financial~~changes ~~resources,~~as ~~particularly~~our ifunderstanding ~~regulators~~of ~~impose~~the ~~conflicting requirements~~technological ~~across~~challenges ~~jurisdictions.~~and ~~There~~market ~~can~~landscape beof noAI, ~~assurance~~as ~~that~~well as our ~~efforts~~product toideas ~~monitor~~ and ~~adapt~~designs, continue to ~~this~~evolve. ~~dynamic~~As ~~regulatory~~a ~~landscape~~result ~~will~~of bethese ~~sufficient to~~or ~~mitigate~~other ~~these risks~~factors, our AI strategy and ~~any~~investments ~~failure~~may tonot dobe sosuccessful ~~could~~in ~~have~~the aforeseeable ~~material~~future, ~~adverse~~or ~~effect~~at onall, which could adversely affect our business, ~~financial condition~~ reputation, ~~and~~or ~~results of~~financial ~~operations~~results.

~~We operate across many domestic and international jurisdictions which may subject us to cybersecurity, privacy, data security, data protection, and online content laws with uncertain interpretations.~~24

~~International~~Prolonged ~~laws~~or ~~and~~escalating ~~regulations relating~~trade todisputes ~~cybersecurity, privacy, data security, data protection, and online content often are more restrictive than those in the United~~could ~~States.~~materially ~~There is no harmonized approach to these laws~~ and ~~regulations~~adversely ~~globally.~~affect ~~Consequently, as we expand internationally from Canada and the United States, we increase~~ our risk of noncompliance with applicable foreign data protection and online content laws, including laws that expose us to civil or criminal penalties in certain jurisdictions for our content moderation decisions. We may need to change and limit the way we use personal information in operating our business ~~and may have difficulty maintaining a single operating model that is compliant. In addition~~, ~~various~~financial ~~federal~~condition, ~~state, provincial,~~ and ~~foreign~~results legislative and regulatory bodies, or self-regulatory organizations may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding cybersecurity, privacy, data security, data protection and online content. Aspects of such laws can be unclear, resulting in further uncertainty and potentially requiring us to modify our data practices and policies and to incur substantial additional costs and expenses in an effort to complyoperations. ~~In addition, such laws may have potentially conflicting requirements that would make compliance challenging.~~

~~Noncompliance~~Our ~~with~~business, ~~anti-corruption~~operations, and ~~anti-bribery~~financial condition may be adversely affected by ongoing trade disputes, including tariffs, trade restrictions, and other protectionist ~~anti~~measures imposed by governments globally. While we do not directly engage in the importation or exportation of goods, we operate within a complex global ecosystem that is highly sensitive to disruptions caused by trade conflicts. These disputes could lead to increased costs, supply chain disruptions, and reduced demand for our products and services, even though our operations are primarily service-~~money~~based. ~~laundering~~Trade disputes may result in higher costs for hardware, components, or software services provided by our suppliers, who may face tariffs or other trade barriers and ~~similar~~are ~~laws~~likely ~~can~~to ~~subject~~pass usthese costs on to ~~criminal~~us. Additionally, trade disputes may disrupt the global supply chains on which our partners or ~~civil~~customers ~~liability~~rely, potentially reducing advertising spend and ~~harm~~delaying the development, deployment, or adoption of our ~~business~~cloud technology solutions. Trade disputes may also contribute to broader economic uncertainty, ~~financial~~including ~~condition~~inflationary pressures, currency fluctuations, or reduced global investment in advertising and ~~results~~technology, leading to decreased demand for our advertising and ofcloud ~~operations~~offerings, as customers seek to reduce costs. Geopolitical tensions arising from trade conflicts could also result in regulatory changes, such as export controls or data localization requirements, which may increase our compliance costs or restrict our ability to operate in certain markets.

WeThe ~~are~~unpredictable ~~subject to the U.S.~~nature, ~~Foreign Corrupt Practices Act (FCPA)~~duration, ~~U.S. domestic bribery laws,~~ and ~~other~~severity ~~anti-corruption~~of ~~and~~trade ~~anti-money~~disputes ~~laundering~~make ~~laws~~it indifficult ~~the~~for ~~countries in~~us ~~which we operate. Anti-corruption and anti-bribery laws have been interpreted broadly~~ to ~~generally~~fully ~~prohibit~~mitigate ~~companies,~~ their ~~employees and~~impact. ~~their~~Prolonged ~~third-party intermediaries from authorizing, offering~~ or ~~providing,~~escalating ~~directly~~trade ~~or indirectly, improper payments or benefits to~~disputes ~~recipients~~could inmaterially ~~the public or private sector. As we increase our international presence, we may engage with business partners~~ and ~~third-party intermediaries~~adversely toaffect ~~market~~ our ~~products and to obtain necessary permits~~business, ~~licenses,~~financial ~~and other regulatory approvals~~condition, and ~~may~~results ~~have direct or indirect interactions with officials and employees~~ of ~~government agencies or state-owned or affiliated entities~~operations. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities.

~~Detecting,~~Risks ~~investigating, and~~Related ~~resolving actual or alleged violations of anti-corruption laws, and responding~~ to ~~any~~the ~~action,~~Legal ~~can require a significant diversion of time, resources,~~ and ~~attention~~Regulatory ~~from~~Environment senior management and significant defense costs and other professional fees. In addition, noncompliance with anti-corruption, anti-bribery, or anti-money laundering laws could subject us to whistleblower complaints, investigations, various penalties or debarment from contracting with certain persons, and other collateral consequences. If any subpoenas or investigations are launched, or sanctions are imposed, or if we do not prevail in ~~any~~Which ~~possible proceeding, our business, financial condition and results~~We ~~of operations could be harmed. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources.~~Operate

26We collect, store, and process large amounts of video content and personal information of our users and subscribers. If our information security safeguards and measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face legal claims from users and subscribers.

~~Inadequate~~We ~~technical~~collect, store, and ~~legal~~process large ~~intellectual~~amounts of video content (including videos that are not intended for public consumption) and personal information of our users, ~~property~~cloud ~~protections~~customers, ~~could~~and ~~prevent~~subscribers. We also share such personal information, where appropriate, with third parties that help us ~~from~~operate our ~~defending~~business. orWe ~~securing~~aim to secure our ~~proprietary~~systems but despite our efforts, we may fail to properly secure our systems and our user and subscriber data. This could be caused by technical issues (bugs), viruses, obsolete technology, human error, internal or external malfeasance, or undiscovered vulnerabilities, and ~~intellectual~~could ~~property~~lead to unauthorized disclosure, acquisition, or loss of personal or confidential information. We routinely receive reports from security researchers regarding potential vulnerabilities in our applications. We also rely on open-source software for various functions, which may contain undiscovered security flaws and create additional technical vulnerabilities. Despite our ongoing and additional investments in our cybersecurity posture, such improvements and review may not identify abuses of our platforms and misuse of user and subscriber data. The existence of such vulnerabilities, if undetected or detected but not remediated, could result in unauthorized access to or acquisition of user and subscriber data on our systems.

~~Our~~A ~~success~~cybersecurity isincident ~~dependent,~~or inbreach ~~part,~~could ~~upon~~expose ~~protecting~~us ~~our~~to ~~proprietary~~regulatory ~~information~~actions and ~~technology~~litigation. WeDepending on the circumstances, we may be ~~unsuccessful~~required into ~~adequately~~disclose ~~protecting~~a ~~our intellectual~~suspected ~~property.~~cybersecurity Noincident ~~assurance~~or ~~can~~breach beto ~~given~~regulatory ~~that~~authorities ~~confidentiality~~or law enforcement, ~~non-disclosure~~affected individuals, orand ~~invention~~the ~~assignment~~public. ~~agreements~~This ~~with~~could ~~employees,~~lead ~~consultants,~~to orregulatory ~~other~~actions, ~~parties~~including ~~will~~the ~~not~~possibility beof ~~breached~~fines, ~~and~~class ~~will~~actions ~~otherwise~~or beother ~~effective~~litigation inby ~~controlling~~affected ~~access~~individuals, toreputational harm, costly investigation and ~~distribution~~remedial efforts, the triggering of ~~our~~indemnification ~~platform~~obligations orunder ~~solutions~~data-protection agreements with subscribers, vendors or ~~certain~~third-party ~~aspects~~service ofproviders, ~~our~~and ~~platform~~business ~~or solutions~~partners, higher premiums for cybersecurity insurance and ~~proprietary~~other ~~information.~~insurance ~~Further~~policies, and ~~these~~the ~~agreements~~inability doto ~~not~~obtain ~~prevent~~cybersecurity ~~our~~insurance ~~competitors from~~or ~~independently~~other ~~developing~~forms ~~technologies~~of ~~that~~insurance. ~~are~~We ~~substantially~~do ~~equivalent~~not orpresently ~~superior~~maintain cybersecurity insurance to ~~our~~cover ~~platform~~losses orthat ~~solutions.~~may ~~Additionally,~~result ~~certain unauthorized~~from ~~use~~any breach of ~~our~~security, ~~intellectual~~and ~~property~~given ~~may~~industry gotrends ~~undetected~~generally, or we ~~may~~expect ~~face~~that ~~legal~~any orsuch ~~practical~~cybersecurity insurance ~~barriers~~coverage will be difficult to ~~enforcing~~obtain in the future on acceptable terms. As a result, our ~~legal~~results ~~rights~~of operations or financial ~~even~~condition ~~where~~may ~~unauthorized~~be ~~use~~materially isand ~~detected~~adversely affected if we experience a cybersecurity-related loss.

Current law may not provide for adequate protection of our platform or data. In addition, legal standards relating to the validity, enforceability, and scope of protection of proprietary rights in internet-related businesses are uncertain and evolving, and changes in these standards may adversely impact the viability or value of our proprietary rights. Some license provisions protecting against unauthorized use, copying, transfer, and disclosure of our platform, or certain aspects of our platform, or our data may be unenforceable under the laws of certain jurisdictions. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. To the extent we expand our international activities, our exposure to unauthorized copying and use of our data or certain aspects of our platform, or our data may increase. Competitors, foreign governments, foreign government-backed actors, criminals, or other third parties may gain unauthorized access to our proprietary information and technology. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our technology and intellectual property.25

ToWe ~~protect our intellectual property rights, we will be required to spend significant resources to monitor and protect these rights, and we~~ may orfail ~~may not be able~~ to ~~detect~~comply infringement by our customers or third parties. Litigation has been and may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming, and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with ~~defenses,~~applicable ~~counterclaims, and countersuits attacking the validity and enforceability of our intellectual property~~privacy ~~rights~~laws. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our platform or solutions, impair the functionality of our platform or solutions, delay introductions of new features, integrations, and capabilities, result in our substituting inferior or more costly technologies into our platform or solutions, or injure our reputation. In addition, we may be required to license additional technology from third parties to develop and market new features, integrations, and capabilities, and we cannot be certain that we could license that technology on commercially reasonable terms or at all, and our inability to license this technology could harm our ability to compete.

We are subject to data privacy, data protection, and security laws and regulations that apply to the collection, transmission, storage, use, processing, destruction, retention, and security of personal information. Our current privacy and data protection policies and practices, which are publicly available at rumble.com/s/privacy, are designed to comply with privacy and data protection laws in the United States, the European Union, the United Kingdom, Brazil, and Canada. These policies and practices inform users how we handle personal information and, as permitted by law, allow users to correct or delete the personal information in their user accounts. The legislative and regulatory landscape regarding privacy and data protection continues to evolve rapidly in jurisdictions worldwide, and these laws may at times be ~~found~~in conflict or subject to ~~have~~changing legal ~~infringed~~or onregulatory interpretation. Regulations or laws may be interpreted and applied in a manner that is inconsistent with our practices, and our efforts to comply with the evolving data protection rules may be unsuccessful. We may need to devote significant resources to ~~intellectual~~understanding ~~property~~and ofcomplying ~~others~~with this evolving data privacy, ~~which~~data protection and data security legal and regulatory landscape. Failure to comply with federal, state, provincial and international laws regarding privacy, data protection, and security of personal information could expose us to ~~substantial~~penalties ~~losses~~under such laws, or ~~restrict~~orders regarding our practices, claims for damages or other liabilities, regulatory investigations and enforcement actions (including fines, litigation, or significant remediation costs), and damage to our reputation and loss of goodwill, any of which could have a material adverse effect on our business operations, financial condition, and prospects. Even if we have not violated these laws, government investigations and private lawsuits into these issues typically require the expenditure of significant internal and external resources and generate negative publicity, which could have a material adverse effect on our business operations, financial condition, and prospects. Additionally, if we are unable to properly protect the privacy, data protection, and security of personal information, we could be found to have breached our contracts with certain third parties.

~~Given~~Due to the ~~nature~~numerous ofU.S. ~~our business~~federal, state, and asCanadian afederal ~~publicly~~and ~~traded~~provincial ~~company,~~laws weand ~~have~~regulations ~~been~~related to the privacy, data protection, and ~~expect~~security toof bepersonal information, determining ~~subject~~whether topersonal ~~legal~~information ~~claims~~has ~~that~~been wehandled ~~have~~in ~~infringed~~compliance ~~the~~with ~~intellectual~~applicable ~~property rights~~privacy ofstandards ~~others.~~and Toour ~~date,~~contractual weobligations can ~~have~~be ~~not~~complex ~~fully~~and ~~evaluated~~may ~~the~~be ~~extent~~subject to ~~which~~changing ~~other~~legal ~~parties~~and ~~may~~regulatory ~~bring~~interpretation. ~~claims~~The ~~that~~U.S. ~~our~~Federal ~~technology,~~Trade ~~including~~Commission (the “FTC”) ~~our~~expects ~~use~~a ofcompany’s ~~open~~data ~~source~~security ~~software,~~measures ~~infringes~~to onbe ~~the~~reasonable ~~intellectual~~and ~~property~~appropriate ~~rights~~in light of ~~others.~~the ~~The~~sensitivity ~~availability~~and volume of ~~damages~~consumer ~~and~~information it ~~royalties~~holds, ~~and~~ the ~~potential~~size ~~for~~and ~~injunctive~~complexity ~~relief~~of ~~have~~its ~~increased~~business, and the ~~costs~~cost ~~associated~~of ~~with~~available ~~litigating~~tools ~~and~~to ~~settling~~improve ~~patent~~security ~~infringement~~and ~~claims~~reduce vulnerabilities. ~~Any claims,~~If ~~whether~~we orfail ~~not~~to ~~meritorious~~comply with applicable privacy laws, we could ~~require~~face uscivil and criminal penalties. Failing to ~~spend~~take ~~significant~~appropriate ~~time,~~steps ~~money,~~to ~~and~~keep consumers’ ~~other~~personal ~~resources~~information secure may also constitute unfair acts or practices in ~~litigation,~~or ~~pay~~affecting ~~damages~~commerce and ~~royalties, develop~~be ~~new~~construed ~~intellectual~~as a ~~property,~~violation ~~modify,~~of ~~design~~Section ~~around,~~5(a) orof ~~discontinue~~the ~~existing~~FTCA. ~~products,~~In ~~services~~addition, orU.S. ~~features,~~state orattorneys ~~acquire~~general ~~licenses to~~may ~~the~~bring ~~intellectual~~civil ~~property~~actions ~~that~~seeking iseither ~~the~~injunctions or ~~subject~~damages in response to violations of ~~the~~applicable ~~infringement~~state ~~claims~~law. ~~These~~We ~~licenses,~~cannot ifbe ~~required,~~sure ~~may~~how ~~not~~these regulations will be ~~available~~interpreted, onenforced ~~acceptable~~or ~~terms~~applied orto atour ~~all~~operations. AsIn aaddition ~~result~~to the risks associated with enforcement activities and potential contractual liabilities, ~~intellectual~~our ongoing ~~property~~efforts ~~claims~~to ~~against~~comply uswith ~~could~~evolving ~~have~~laws aand ~~material~~regulations ~~adverse~~at ~~effect~~the onfederal ~~our~~and ~~business,~~state ~~prospects, financial~~level ~~condition,~~may ~~operating~~be ~~results~~costly and ~~cash~~require ~~flows~~ongoing modifications to our policies, procedures and systems.

27In the United States, the patchwork of state comprehensive consumer privacy laws continues to expand, with new laws taking effect in Indiana, Kentucky, and Rhode Island on January 1, 2026, bringing the total to approximately 20 states with such frameworks. Recent developments include California’s finalized regulations (effective in phases starting January 1, 2026) on automated decision-making technology, risk assessments, and cybersecurity audits under the CCPA, as well as heightened focus on sensitive data (such as precise geolocation, health information, biometrics, and neural data) in various states, such as Maryland (effective 2025), Oregon, Colorado, Connecticut (with amendments lowering thresholds and expanding protections effective mid-2026), and Utah (with amendments to allow the right of correction, effective mid-2026). Enforcement by U.S. state attorneys general and the FTC has intensified in 2025, targeting issues such as dark patterns, universal opt-out mechanisms, data broker practices, children’s privacy, and sensitive data handling, with expectations of continued aggressive activity in 2026.

~~We may face liability for hosting content that allegedly infringes on third-party copyright and trademark rights.~~26

IfInternationally, ~~content~~the ~~providers~~laws, regulations, doand ~~not have~~standards ~~sufficient~~in ~~rights~~many jurisdictions apply broadly to the ~~video~~collection, ~~content~~transmission, orstorage, ~~other~~use, ~~material~~processing, ~~that~~destruction, retention, ~~they~~and ~~upload~~security orof ~~make~~personal ~~available~~information. toIn ~~Rumble~~the EU, orthe ifcollection, ~~such~~transmission, ~~video~~storage, ~~content~~use, orprocessing, destruction, retention, ~~other~~and ~~material~~security ~~infringes~~of orpersonal information (i.e., personal data) is ~~alleged~~governed toby ~~infringe~~the provisions of the ~~intellectual~~EU ~~property~~GDPR ~~rights~~and the EU GDPR as assimilated in the law of ~~third~~the ~~parties~~UK (the “UK GDPR”) (the EU GDPR and the UK GDPR, wecollectively, ~~could~~the be“GDPR”) ~~subject~~in addition to ~~claims from~~other ~~those~~applicable ~~third~~laws ~~parties,~~and ~~which~~regulations. ~~could~~The ~~adversely~~GDPR, ~~affect~~together ~~our~~with ~~business~~national legislation, ~~results~~regulations, and guidelines of ~~operations~~the EU Member States governing the collection, transmission, storage, use, processing, destruction, retention, and ~~financial~~security ~~condition.~~of ~~Although~~personal ~~our~~data, ~~content~~impose ~~policies~~strict obligations ~~prohibit~~with ~~users~~respect ~~from~~to ~~submitting~~the ~~infringing~~collection, ~~content~~use, toretention, ~~Rumble~~protection, disclosure, transfer, and ~~require~~processing ~~users~~of topersonal ~~indemnify~~data. ~~Rumble~~The ~~for~~GDPR ~~claims~~also ~~related~~imposes strict rules on the transfer of personal data to countries outside the ~~violations~~EU that are not deemed to have protections for personal information, ofincluding the ~~rights~~United States. The GDPR authorizes fines for certain violations of ~~third~~up ~~parties~~to ~~arising~~4% ~~from~~of the ~~submission~~total global annual turnover of ~~content~~the preceding financial year or €20 million, whichever is greater. Such fines are in addition to ~~Rumble~~any ~~(including~~civil litigation claims by data subjects. GDPR enforcement remains robust, with ~~respect~~coordinated toactions ~~infringements~~and ofa ~~intellectual~~new 2026 regulation supplementing cross-border enforcement procedures ~~property~~to ~~rights~~streamline investigations (effective in phases, with full application by 2027). Separately, weBrexit dohas ~~not~~led ~~verify~~to ~~that~~legislative ~~content~~and ~~providers~~regulatory changes ~~own~~and ormay ~~have~~increase ~~rights~~our data protection compliance costs and expose us to ~~all~~two parallel regulatory regimes, each of ~~the~~which ~~video~~authorizes similar ~~content~~fines orand other ~~material~~potentially ~~that~~divergent ~~they~~enforcement ~~upload or~~actions ~~make~~for ~~available~~certain violations. AsIn aBrazil ~~result~~and Canada, werespectively, ~~may~~organizations are ~~face~~subject ~~potential~~to ~~liability~~Brazil’s ~~for~~data ~~copyright~~protection orlaw, ~~other~~the ~~intellectual~~Lei ~~property~~Geral ~~infringement~~de Protectao de Dados (the “LGPD”), orwhich ~~other~~imposes ~~claims.~~similar ~~Litigation~~requirements to ~~defend~~those ~~these~~imposed ~~claims~~under ~~could~~the beGDPR, ~~costly~~and Canada’s Personal Information Protection and ~~have~~Electronic anDocuments ~~adverse~~Act ~~effect~~(the on“PIPEDA”) regarding ~~our~~the ~~business~~collection, ~~results~~transmission, ofstorage, ~~operations~~use, processing, destruction, retention, and ~~financial~~security ~~condition~~of personal information. Other Wejurisdictions ~~can~~outside ~~provide~~the noEU ~~assurance~~are ~~that~~similarly weintroducing ~~are~~or ~~adequately~~enhancing ~~insured~~privacy, todata ~~cover~~protection, ~~claims~~and ~~related~~data tosecurity ~~user~~laws, ~~content~~rules, orand ~~that~~regulations, which could increase our ~~indemnification~~compliance ~~provisions will~~costs beand ~~adequate~~the torisks ~~mitigate~~associated ~~all~~with ~~liability~~noncompliance. We cannot guarantee that ~~may~~we are, or will be, ~~imposed~~in compliance onwith usall applicable U.S. or other international laws or regulations as athey ~~result~~are ofenforced ~~claims~~now ~~related~~or toas ~~user~~they ~~content~~may be enforced in the future.

WeOur ~~may~~cloud ~~face~~services ~~liability~~business ~~for~~operates ~~hosting~~ in a ~~variety of~~highly ~~tortious~~regulated orenvironment, ~~unlawful~~subject ~~materials~~to ~~uploaded~~a bycomplex ~~third~~and ~~parties,~~rapidly ~~notwithstanding~~evolving ~~the~~array ~~liability protections~~ of ~~Section~~domestic ~~230.~~and Ininternational ~~certain~~laws, ~~circumstances~~regulations, we ~~may~~and ~~also~~industry standards ~~voluntarily~~governing ~~suspend~~data ~~access~~privacy, tocybersecurity, ~~our~~data ~~services~~localization, ~~indefinitely~~cross-border indata ~~certain~~transfers, ~~jurisdictions~~and inemerging ~~order~~technologies tosuch ~~uphold~~as ~~our commitment to free~~artificial ~~speech and diversity of opinion~~intelligence.

InCompliance ~~the~~with ~~United~~a ~~States, Section~~rapidly ~~230~~evolving ~~generally~~regulatory ~~limits~~landscape ~~our~~of ~~liability~~privacy ~~for hosting tortious~~ and ~~otherwise~~data ~~illegal~~protection ~~content.~~laws ~~The~~that ~~immunities~~apply ~~conferred~~to byour ~~Section~~cloud ~~230~~services ~~could~~business ~~be narrowed~~poses orsignificant ~~eliminated through amendment~~operational, ~~regulatory action or judicial interpretation. In 2018~~ financial, ~~Congress amended Section 230 to remove immunities for content that promotes or facilitates sex trafficking~~ and ~~prostitution.~~reputational ~~In 2020~~risks, ~~various~~including ~~members~~but ofnot ~~Congress~~limited ~~introduced bills~~ to, ~~further~~the ~~limit~~GDPR, ~~Section~~LGPD, ~~230~~PIPEDA, CCPA, and aan ~~petition~~expanding ~~was~~patchwork ~~filed by a Department~~ of ~~Commerce~~U.S. ~~entity with the Federal Communications Commission~~state tocomprehensive ~~commence~~privacy alaws. ~~rulemaking~~As towe expand further ~~limit Section 230. Additionally~~internationally, ~~judicial~~we ~~decisions,~~may ~~including~~become bysubject ~~the~~to ~~U.S.~~similar ~~Supreme Court as well as lower courts, may limit~~ or ~~alter~~more ~~the~~stringent ~~protections~~privacy ~~offered~~laws byin ~~Section 230~~additional jurisdictions.

~~Laws~~These ~~like~~regulations ~~Section~~impose ~~230 generally~~strict doobligations ~~not~~on ~~exist outside of~~ the ~~United~~collection, ~~States~~storage, processing, and ~~some~~transfer ~~countries have enacted laws that require online content providers to remove certain pieces~~ of ~~content~~personal ~~within~~information, ~~short time frames. If we fail to comply~~ with ~~such~~substantial ~~laws,~~penalties wefor ~~could be subject to prosecution or regulatory proceedings~~noncompliance, orwhich weinclude ~~may~~but ~~choose~~are ~~voluntarily~~not limited to ~~suspend~~litigation ~~access~~costs toand ~~our~~reputational ~~services~~harm ~~indefinitely~~ in the ~~applicable~~event ~~jurisdiction~~of ina ~~order~~breach ~~to uphold our commitment to free speech and diversity~~ of ~~opinion,~~personal asinformation weon ~~did in France beginning in November 2022 and in Brazil beginning in December 2023. These and any similar future suspensions may limit~~ our ~~user and revenue growth, which in turn may adversely affect our business and operating~~information ~~results.~~security ~~In addition, some countries may decide to ban our service based upon a single piece of content~~systems.

WeFurthermore, ~~may~~certain ~~also~~countries enforce ~~face~~data ~~liability~~localization laws requiring that data generated within their borders be stored on local servers, which may conflict with ~~when~~our weglobal ~~remove~~operational ~~content~~model and ~~accounts~~necessitate ~~that~~costly weinfrastructure ~~believe~~investments ~~are~~or ~~violating~~limit our ~~terms~~ability ofto ~~service~~serve users and subscribers efficiently. Recent ~~While~~U.S. ~~Rumble~~trade ~~believes~~policies, ~~that~~including ~~Section~~expanded ~~230~~tariffs ~~allows us~~on togoods ~~restrict~~from orvarious ~~remove~~countries ~~certain~~(such ~~categories~~as ofChina, ~~content~~Canada, ~~our~~and ~~protections~~Mexico) ~~may~~imposed ~~not~~in 2025, ~~always~~could ~~end~~exacerbate athese ~~lawsuit~~challenges atby anincreasing ~~early~~geopolitical ~~stage~~tensions, ~~potentially~~prompting ~~resulting~~retaliatory measures, or further restricting cross-border indata ~~costly~~flows ~~and~~through ~~time~~trade-~~consuming~~related ~~litigation~~negotiations or restrictions.

~~The~~Our ~~incentives~~cloud ~~that~~services webusiness may ~~offer~~also serve customers in highly regulated industries, such as healthcare (subject to ~~certain~~HIPAA), financial services (subject to PCI DSS, ~~content~~SEC ~~creators~~regulations, ~~may~~and ~~lead~~evolving state and federal cybersecurity mandates), and government (subject to ~~liability~~FedRAMP, ~~based~~with onproposed ~~the~~updates ~~actions~~in 2026 to modernize authorization processes, including machine-readable packages and compliance deadlines). Failure to obtain or maintain certifications, implement required security controls, or adequately audit our systems could result in loss of ~~those~~customer ~~creators~~contracts, exclusion from certain markets, or substantial penalties.

~~Our~~Emerging ~~goal~~regulations isadd ~~to attract even~~further ~~more~~complexity ~~top creators~~ to ~~our~~the ~~platform,~~regulatory ~~further~~landscape ~~accelerating~~of ~~our~~privacy ~~platform’s~~laws. ~~growth,~~The ~~and~~EU weAI ~~have offered and intend to continue to offer incentives~~Act, ~~including~~now ~~economic~~in ~~incentives,~~phased toenforcement ~~content~~(with ~~creators~~prohibitions toeffective ~~join~~since ~~our platform~~2025, core ~~even~~high-risk ~~while~~system ~~the~~obligations ~~content~~largely ~~creators~~applying ~~maintain~~from ~~sole~~August ~~editorial control~~2026, ~~over~~and ~~the~~remaining ~~content~~provisions ~~they~~by ~~produce.~~2027), ~~These~~categorizes ~~incentives~~AI ~~have~~systems ~~included~~by risk and may ~~continue~~require tosignificant ~~include~~changes ~~equity~~to ~~grants~~our ortechnology, ~~cash payments~~operations, ~~including arrangements~~transparency ~~under~~measures, ~~which~~or wegovernance ~~may~~if ~~agree~~our tocloud ~~pay~~services ~~fixed~~involve or ~~compensation~~support toAI adeployments. ~~content~~Potential ~~creator~~U.S. ~~(in~~federal ~~certain~~cybersecurity ~~cases~~mandates, ~~for~~including ~~multiple~~ongoing ~~years)~~developments ~~irrespective of~~in ~~whether~~incident ~~the~~response, ~~actual~~enhanced focus ~~revenue~~on orcloud ~~user~~security ~~growth~~configurations, ~~generated~~and bysector-specific ~~the~~rules, ~~applicable~~introduce ~~content~~additional ~~creator~~uncertainty onand ~~our~~compliance ~~platform meets our original modeled financial projections for that creator~~burdens.

28Noncompliance, whether due to inadvertent violations, evolving interpretations of existing laws, breaches by third-party vendors we rely on, or challenges in adapting to conflicting regulatory requirements, could lead to investigations, fines, injunctions, restrictions on our ability to operate in key markets, or loss of certifications. Even the perception of noncompliance could damage customer trust and investor confidence, adversely affecting our stock price. The costs of compliance, including legal fees, system upgrades, ongoing audits, certifications, and infrastructure adjustments, may increase over time and strain our financial resources, particularly amid divergent jurisdictional demands. There can be no assurance that our efforts to monitor and adapt to this dynamic regulatory landscape will be sufficient to mitigate these risks, and any failure to do so could have a material adverse effect on our business, financial condition, and results of operations.

While we believe that the incentives we offer to certain content creators do not alter our liability protections under Section 230, it is possible that future judicial interpretations of the statute will lead to liability for tortious or unlawful materials uploaded to Rumble by those content creators.27

InWe ~~addition,~~operate asacross ~~part~~many ofdomestic ~~the incentives~~and ~~we offer to certain content creators~~international jurisdictions, ~~Rumble~~which ~~has~~may ~~the~~subject ~~right~~us to ~~sell~~cybersecurity, ~~host-read~~privacy, ~~advertisements.~~data Assecurity, ~~part~~data ~~of these advertisements~~protection, ~~the~~ ~~content creator offers a paid endorsement of various products or services. Although we follow FTC guidelines regarding endorsements~~ and ~~require~~online ~~our~~content ~~creators~~laws towith ~~do the same, we could face liability if creators fail to follow those guidelines or otherwise engage in misleading~~uncertain ~~or deceptive advertising~~interpretations.

~~User-generated~~International laws and regulations relating to cybersecurity, privacy, data security, data protection, and online content ~~could~~often ~~affect~~are more restrictive than those in the United ~~quality~~States. ofConsequently, as we expand from Canada and the United States into other jurisdictions and become subject to additional data protection and online content compliance regimes, we increase our ~~services~~risk of noncompliance with applicable foreign data protection and ~~deter~~online ~~current~~content laws, including laws that expose us to civil or ~~potential~~criminal ~~users~~penalties ~~from~~in ~~using~~certain jurisdictions for our ~~platforms,~~content moderation decisions. We may be required to change and limit the way we use personal information in the operation of our business and may ~~face~~have ~~negative~~difficulty ~~publicity~~maintaining a ~~for~~single ~~removing~~operating model that is compliant with competing data protection and online content regimes. Further, In addition, various federal, state, provincial, and foreign legislative and regulatory bodies, or ~~declining~~self-regulatory toorganizations ~~remove~~may expand current laws or regulations, enact ~~certain~~new ~~content~~laws or regulations or issue revised rules or guidance regarding cybersecurity, ~~regardless~~privacy, data security, data protection, and online content. There is ambiguity with respect to certain aspects of ~~whether~~these laws, resulting in further uncertainty, and potentially requiring us to modify our data protection practices and policies and to incur substantial additional costs and expenses in an effort to comply. In addition, such ~~content~~laws ~~violated~~may ~~any~~have ~~law~~potentially conflicting requirements that may make compliance more challenging.

~~Individuals~~Noncompliance and groups may upload controversial content to our platform that does not violate our terms of service. Removing or failing to remove such content may result in negative publicity, which could harm our efforts to attract and retain users and subscribers. We have also faced criticism from users and subscribers for removing content and terminating accounts in compliance with ~~the DMCA. Further~~anti-corruption, ~~we must continually manage and~~anti-bribery, ~~monitor~~anti-money ~~our content and detect content that violates our terms of service. This content moderation service is provided by Cosmic~~laundering, ~~a key vendor,~~ and wesimilar ~~would~~laws ~~experience~~can asubject ~~significant~~us ~~disruption~~to ifcriminal ~~Cosmic were no longer able~~ or ~~willing~~civil toliability ~~offer us that service. If a significant amount of content that violates our terms of service were not detected~~ and ~~removed~~harm ~~by us in a timely manner, or if a significant amount of information was perceived by users or the media to violate~~ our ~~terms of service~~business, ~~whether~~financial ~~or not such perceptions were accurate~~condition, ~~our~~and ~~brand,~~results ~~business and reputation could be harmed. This risk increases as the volume~~ of ~~content uploaded by users to Rumble continues to grow~~operations.

InWe ~~the~~are ~~event~~subject ~~our~~to ~~content~~the ~~creators,~~U.S. ~~other~~Foreign ~~users~~Corrupt Practices Act, ~~advertisers~~U.S. domestic bribery laws, orand other ~~key~~anti-corruption ~~business~~and ~~partners~~anti-money dolaundering ~~not~~laws ~~agree~~in ~~with~~the ~~our~~countries ~~content~~in which ~~moderation~~we ~~policies~~operate. Anti-corruption and ~~procedures~~anti-bribery orlaws ~~their~~have ~~implementation, such~~been ~~creators,~~interpreted ~~other~~broadly ~~users,~~to ~~advertisers,~~generally ~~and~~prohibit ~~other~~companies, ~~key~~their ~~business~~employees and ~~partners~~their ~~could~~third-party ~~decrease~~intermediaries ~~their~~from ~~usage~~authorizing, ofoffering ~~Rumble (~~or ~~cease~~providing, ~~using~~directly ~~Rumble~~or ~~entirely)~~indirectly, ~~which~~ ~~could~~improper ~~have~~payments aor ~~material~~benefits ~~adverse~~to recipients ~~effect~~in onthe ~~our~~public ~~business~~ or ~~our~~private ~~results of operations~~sector. ~~Additionally,~~As ~~there~~we isincrease aour ~~risk~~international ~~that~~presence, ~~users~~we ~~will upload~~may ~~content~~engage ~~that~~with ~~predominantly~~business ~~represents~~partners ~~certain~~and ~~political~~third-party intermediaries ~~viewpoints,~~to ~~leading~~market toour ~~public~~products ~~perceptions~~and ~~that~~to ~~Rumble~~obtain ~~endorses~~necessary ~~those~~permits, ~~viewpoints~~licenses, ~~regardless~~ ofand ~~whether~~other ~~such~~regulatory ~~perceptions~~approvals, ~~are~~and ~~accurate.~~may ~~There~~have ~~can~~direct beor indirect nointeractions ~~guarantee~~with ~~that~~officials ~~current~~and oremployees ~~future~~of ~~negative~~government ~~publicity,~~agencies ~~complaints, allegations,~~or ~~political~~state-owned ~~controversies, investigations~~ or ~~legal~~affiliated ~~proceedings~~entities. ~~with~~We ~~respect~~can tobe ~~our~~held ~~content,~~liable for ~~even~~the ifcorrupt ~~baseless,~~or ~~will~~other ~~not~~illegal ~~generate adverse~~activities ~~publicity~~of ~~that~~these ~~could~~third-party ~~damage~~intermediaries, our ~~reputation.~~employees, ~~Any~~representatives, ~~damage~~contractors, topartners, and ~~our~~agents, ~~reputation~~even ~~could~~if ~~harm~~we ~~our~~do ~~ability~~not toexplicitly ~~attract~~authorize ~~and~~such ~~retain users and subscribers~~activities.

~~Changes~~Detecting, ininvestigating, and ~~tax~~resolving ~~rates~~actual or alleged violations of anti-corruption laws, ~~changes~~and inresponding ~~tax~~to ~~treatment~~any action, can require a significant diversion of ~~companies~~time, ~~engaged~~resources, inand eattention from senior management and significant defense costs and other professional fees. In addition, noncompliance with anti-~~commerce~~corruption, ~~the~~anti-bribery, ~~adoption~~or ofanti-money ~~new~~laundering Ulaws could subject us to whistleblower complaints, investigations, various penalties or debarment from contracting with certain persons, and other collateral consequences.S. If any subpoenas or ~~international~~investigations ~~tax~~are launched, ~~legislation~~or sanctions are imposed, or ~~exposure~~if towe ~~additional~~do ~~tax~~not ~~liabilities may~~prevail ~~adversely~~in ~~impact~~any possible proceeding, our business, financial condition, and results of operations could be harmed. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources.

WeInadequate ~~are~~technical ~~subject to taxes in multiple jurisdictions. Our provision for income taxes is based on a jurisdictional mix of earnings, statutory tax rates~~ and ~~enacted~~legal ~~tax~~intellectual ~~rules,~~property ~~including~~protections transfer pricing. There may also be tax costs associated with distributions between our subsidiaries. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. As a result, our future effective tax rates could beprevent ~~affected~~us byfrom ~~changes~~defending ~~in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities,~~ or ~~changes~~securing ~~in tax laws or their interpretation. These changes may adversely impact~~ our ~~effective tax~~proprietary ~~rate~~technology and ~~harm~~intellectual ~~our financial position and results of operations~~property.

WeOur ~~regularly~~success ~~assess~~is ~~the likelihood~~dependent, ofin ~~adverse~~part, ~~outcomes~~upon ~~resulting~~protecting ~~from~~our ~~examinations~~proprietary byinformation ~~the Internal Revenue Service~~ and ~~other~~technology. ~~domestic~~We ~~and~~may ~~foreign~~be ~~tax~~unsuccessful ~~authorities~~in toadequately ~~determine the~~protecting ~~adequacy of~~ our ~~income~~intellectual property. ~~tax~~No ~~and~~assurance ~~other~~can ~~tax~~be ~~reserves.~~given Ifthat ~~our~~confidentiality, ~~reserves~~non-disclosure, ~~are~~or ~~not~~invention ~~sufficient~~assignment toagreements ~~cover~~with ~~these contingencies~~employees, ~~such inadequacy~~consultants, ~~could~~or ~~materially~~other ~~adversely~~parties ~~affect~~will ~~our~~not ~~business,~~be ~~prospects,~~breached ~~financial~~and ~~condition,~~will ~~operating~~otherwise ~~results,~~be ~~and~~effective ~~cash~~in ~~flows.~~controlling Inaccess ~~addition, due~~ to ~~the~~ ~~global~~and ~~nature~~distribution of ~~the~~our ~~internet,~~platform ~~various states~~ or ~~foreign countries may attempt to impose additional~~ solutions, or ~~new~~certain ~~regulation~~aspects onof our ~~business or~~platform ~~levy additional~~ or ~~new~~solutions, ~~taxes~~and ~~relating~~proprietary ~~to our activities~~information. ~~Tax authorities at the international~~Further, ~~federal,~~these ~~state~~agreements ~~and~~do ~~local~~not ~~levels~~prevent ~~are~~our competitors ~~currently~~from ~~reviewing~~independently ~~the~~developing ~~appropriate~~technologies ~~treatment~~that ofare ~~companies~~substantially ~~engaged~~equivalent ~~in e-commerce. New~~ or ~~revised~~superior ~~tax~~to ~~regulations~~our platform or ~~court~~solutions. ~~decisions~~Additionally, ~~may~~certain ~~subject~~unauthorized ususe orof our ~~customers~~intellectual toproperty ~~additional~~may ~~sales~~go undetected, ~~income~~or ~~and~~we ~~other~~may ~~taxes.~~face ~~Any~~legal ofor ~~these~~practical ~~events~~barriers ~~could~~to ~~have~~enforcing aour ~~material~~legal ~~adverse effect on our~~rights ~~business,~~even ~~financial~~where ~~condition,~~unauthorized ~~and~~use ~~operating~~is ~~results~~detected.

2928

WeCurrent ~~are~~law ~~currently~~may ~~under~~not orprovide ~~subject~~for adequate protection of our platform or data. In addition, legal standards relating to ~~examination~~the ~~for~~validity, ~~indirect~~enforceability, ~~taxes~~and scope of protection of proprietary rights in ~~various~~internet-related ~~states,~~businesses ~~municipalities~~are uncertain and ~~foreign~~evolving, ~~jurisdictions.~~and ~~Management~~changes ~~currently~~in ~~believes~~these westandards may adversely impact the ~~have~~viability ~~adequate~~or ~~reserves~~value ~~established~~of ~~for~~our ~~these~~proprietary ~~matters~~rights. IfSome alicense ~~material~~provisions ~~indirect~~protecting ~~tax~~against ~~liability~~unauthorized ~~associated~~use, ~~with~~copying, ~~prior~~transfer, ~~periods~~and ~~were~~disclosure of toour platform, or certain aspects of our platform, or our data may be ~~recorded~~unenforceable under the laws of certain jurisdictions. Further, ~~for~~the ~~which~~laws ~~there~~of issome countries do not aprotect ~~reserve,~~proprietary itrights ~~could~~to ~~materially~~the ~~affect~~same ~~our~~extent ~~financial~~as ~~results~~the ~~for~~laws of the ~~period~~United States, and mechanisms for enforcement of intellectual property rights in ~~which~~some itforeign iscountries ~~recorded~~may be inadequate. To the extent we expand our international activities, our exposure to unauthorized copying and use of our data or certain aspects of our platform may increase. Competitors, foreign governments, foreign government-backed actors, criminals, or other third parties may gain unauthorized access to our proprietary information and technology. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our technology and intellectual property.

~~Compliance~~To ~~obligations~~protect ~~imposed~~our intellectual property rights, we will be required to spend significant resources to monitor and protect these rights, and we may or may not be able to detect infringement by ~~new~~our ~~privacy~~customers or third parties. Litigation has been and may be necessary in the future to enforce our intellectual ~~laws,~~property ~~laws~~rights ~~regulating~~and ~~online~~to ~~video~~protect our trade secrets. Such litigation could be costly, time-~~sharing~~consuming, and ~~other~~distracting ~~platforms~~to management and ~~online~~could result ~~speech~~ in ~~certain~~the ~~jurisdictions~~impairment inor ~~which~~loss weof ~~operate~~portions of our intellectual property. Furthermore, orour ~~industry~~efforts to enforce our intellectual property ~~practices~~rights may ~~adversely~~be ~~affect~~met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our ~~business~~intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and ~~operating~~resources, ~~results~~could delay further sales or the implementation of our platform or solutions, impair the functionality of our platform or solutions, delay introductions of new features, integrations, and capabilities, result in our substituting inferior or more costly technologies into our platform or solutions, or injure our reputation. In addition, we may be required to license additional technology from third parties to develop and market new features, integrations, and capabilities, and we cannot be certain that we could license that technology on commercially reasonable terms or at all, and our inability to license this technology could harm our ability to compete.

~~New~~We laws could restrict our ability to conduct marketing by, for example, restricting the emailing or targeting users or use certain technologies like artificial intelligence. Similarly, private-market participants may ~~deploy~~be ~~technologies~~found ~~or require certain practices that limit our ability~~ to ~~obtain or~~have ~~use~~infringed ~~certain~~on ~~information about our users and subscribers. For example, Google has indicated that it will ultimately phase out~~ the ~~use~~ ofintellectual ~~cookies~~property ~~to track users~~ of ~~its search services in future versions of its Chrome web browser~~others, and Apple has updated its iOS mobile operating system to require app developers to obtain opt-in consent before tracking users of its various services. If these types of changes are implemented, our ability to determine how our users and subscribers use our video services and ability to use targeted advertising in a cost-effective manner may be limited. New laws in Canada, along with laws under consideration in the European Union and other jurisdictions in which wecould ~~operate,~~expose ~~may also require~~ us to ~~change~~substantial ~~our~~losses ~~content moderation practices~~ or ~~privacy~~restrict ~~policies in ways that harm~~ our ~~business or create the risk of fines or other penalties for noncompliance~~operations.

WeGiven ~~may~~the ~~become~~nature of our business and as a publicly traded company, we have been, and expect to be, subject to ~~newly~~legal ~~enacted~~claims ~~laws~~that we have infringed the intellectual property ~~and~~rights ~~regulations~~of others. To date, we have not fully evaluated the extent to which other parties may bring claims that ~~restrict~~our ~~content~~technology, including our use of open source software, infringes on the ~~internet~~intellectual property rights of others. The availability of damages and royalties and the potential for injunctive relief have increased the costs associated with litigating and settling patent infringement claims. Any claims, whether or not meritorious, could require us to spend significant time, money, and other resources in litigation, pay damages and royalties, develop new intellectual property, modify, design around, or discontinue existing products, services, or features, or acquire licenses to the intellectual property that is the subject of the infringement claims. These licenses, if required, may not be available on commercially acceptable terms or at all. As a result, intellectual property claims against us could have a material adverse effect on our business, prospects, financial condition, operating results, and cash flows.

~~The~~We ~~expansion of regulatory and censorship regimes by governments around the world is likely to limit the freedom of speech and artistic expression on the internet, which in turn~~ may ~~inhibit~~face ~~the~~liability ~~growth~~for ofhosting ~~alternative and nontraditional platforms like Rumble relative to traditional media publishers~~content ~~and established technology platforms~~ that ~~feature~~allegedly ~~stricter~~infringes ~~content moderation. For example, Canada’s Bill C-11, also known as the Online Streaming Act, grants Canadian regulatory authorities significantly increased regulatory powers over audiovisual content~~ on ~~the internet. While we do not currently meet the regulatory criteria to comply with C~~third-~~11,~~party ~~our~~copyright ~~commitment to a free~~ and ~~open~~trademark internet may result in governmental actions against our platform, costly and prolonged legal challenges, and the prohibition or suppression of our platform in certain jurisdictions or our voluntary withdrawal from such jurisdictionsrights.

~~The~~If ~~European~~content ~~Union~~providers ~~(EU)~~do ~~has~~not ~~recently~~have ~~intensified~~sufficient ~~its~~rights ~~efforts~~ to ~~regulate~~the ~~online~~video ~~speech,~~content ~~primarily~~or ~~through~~other ~~the~~material ~~Digital~~that ~~Services~~they ~~Act~~upload ~~(DSA)~~or make available to Rumble, ~~which~~or ~~came~~if ~~into~~such ~~effect~~video incontent or ~~2023.~~other ~~The~~material ~~DSA~~infringes ~~imposes~~or ~~strict~~is ~~requirements~~alleged onto ~~digital~~infringe ~~services~~the ~~providers~~intellectual toproperty ~~combat~~rights ~~“illegal”~~of ~~content~~third parties, ~~including~~we ~~“hate~~could be subject to claims from ~~speech”~~those third parties, which could adversely affect our business, results of operations, and ~~“disinformation~~financial condition. Although our content policies prohibit users from submitting infringing content to Rumble,” ~~with~~and ~~significant~~require ~~fines~~users to indemnify Rumble for ~~noncompliance.~~claims EUrelated ~~politicians~~to ~~have~~the ~~issued~~violations of ~~warnings~~the rights of third parties arising from the submission of content to ~~online~~Rumble (including with respect to infringements of intellectual ~~platforms~~property ~~over~~rights), we do not verify that content ~~accessible~~providers own or have rights to EUall ~~users~~of the video content or other material that they upload or make available. As a result, ~~such~~we asmay ~~Elon~~face ~~Musk’s~~potential ~~interview~~liability ~~with~~for ~~Donald~~copyright ~~Trump~~or inother ~~August~~intellectual ~~2024~~property infringement, or other claims. Litigation ~~The~~to ~~DSA~~defend ~~also~~these ~~requires~~claims could be costly and have an adverse effect on our business, results of operations, and financial condition. ~~rapid~~We can provide no assurance that we are adequately insured to cover claims related to user content ~~removal~~or ~~and~~that ~~potential~~our ~~platform~~indemnification ~~bans~~provisions will be adequate to mitigate all liability that may be imposed on us as a result of claims related to user content.

Lawmakers in the United States and in other countries may introduce new regulatory regimes that increase potential liability for content available on our platform. There are a number of new laws and legislative proposals in the United States and globally aimed at limiting the scope of protections available to online services and/or that further impose new obligations affecting our business, such as liability for copyright infringement, illegal or harmful content, distributing targeted and other advertisements to teens, and other forms of unlawful content and/or online harm. These legislative and/or regulatory requirements may increase our costs of operations, our liability for content posted by users on our platform, our litigation costs, and/or may expose us to regulatory sanctions such as fines or penalties. If these or other additional statutory or regulatory changes reduce liability protections for content published on our platform, we may be required to make significant changes to our business model, including increasing our content moderation operations and building in additional product features or tools that may not be favorable to our business. Any such changes to our business model may lead to new or heightened payment obligations or compliance costs. Several U.S. states have also enacted legislation that regulates online content. Our business, financial performance and results of operations could be negatively affected by the impact of these laws and the costs of complying with these laws, which are currently the subject of various legal challenges.29

30We may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of Section 230. In certain circumstances, we may also voluntarily suspend access to our services indefinitely in certain jurisdictions in order to uphold our commitment to free speech and diversity of opinion.

In ~~addition,~~the ~~there~~United ~~are~~States, ~~pending~~Section ~~cases~~230 ~~before~~generally ~~the~~limits ~~judiciary~~our ~~that~~liability ~~may~~for ~~result~~hosting intortious ~~changes~~and tootherwise illegal content created by third parties. However, the ~~protections~~immunities conferred ~~afforded~~by toSection ~~internet~~230 ~~platforms~~could ~~that~~be narrowed, ~~depending~~modified, onor ~~the~~eliminated ~~outcomes~~through legislative amendments, regulatory actions, judicial interpretation, ~~could~~or ~~greatly~~other ~~limit~~developments. ~~the~~In ~~scope~~2018, ofCongress ~~the~~amended ~~current~~Section ~~protections.~~230 Ifto ~~these~~remove ~~proposed~~immunity for content that promotes or ~~similar~~facilitates ~~laws~~sex ~~are~~trafficking and ~~passed~~prostitution. orSince ~~upheld~~then, ifvarious ~~similar~~bills ~~future~~have ~~legislation or~~been ~~governmental~~introduced ~~action~~to isfurther ~~proposed~~limit or ~~taken~~repeal Section 230 protections, ~~and~~including ifrecent bipartisan ~~existing~~proposals ~~protections~~in ~~are~~the ~~limited~~119th orCongress ~~removed,~~(2025-2026). ~~changes~~Ongoing ~~will~~efforts beby ~~required~~federal ~~that~~agencies, ~~could~~including ~~impose additional~~statements ~~costs~~from ofofficials ~~operation~~at the FTC, ~~subject~~DOJ, usand FCC in 2025 emphasizing reinterpretation or reform to ~~additional~~address ~~liability~~perceived “censorship” or ~~cause~~platform ~~users~~accountability, add uncertainty to ~~abandon~~Section ~~our~~230 ~~service~~protections. Additionally, ~~any~~judicial ofdecisions, ~~which~~including ~~could~~potential ~~adversely affect~~future ~~our~~U.S. ~~business~~Supreme Court or lower court rulings, ~~results~~may further limit or alter the scope of ~~operations~~Section 230 protections, ~~financial~~particularly ~~condition~~in ~~and~~contexts ~~prospects~~involving algorithmic amplification, generative AI outputs, or content moderation practices.

WeLaws ~~could~~like ~~also~~Section ~~face~~230 ~~fines,~~generally ~~orders~~do ~~restricting~~not orexist ~~blocking~~outside ~~our~~of ~~services~~the inUnited ~~particular geographies~~States, orand ~~other~~many ~~government-imposed~~countries ~~sanctions~~have asenacted aor ~~result~~strengthened oflaws requiring online content ~~hosted~~providers to onremove ~~our~~certain ~~services~~content within short time frames or face penalties. For example, ~~laws~~intensified ~~and~~enforcement ~~regulations~~under inthe ~~Germany~~EU’s ~~and~~Digital ~~India~~Services Act ~~provide for~~ (the ~~imposition~~“DSA”) of(including fines ~~for~~up ~~failure~~ to ~~comply~~6% ~~with certain~~of ~~content~~global ~~removal~~annual turnover, ~~law~~as ~~enforcement~~seen ~~cooperation,~~in ~~and~~the ~~disclosure~~€120 ~~obligations.~~million ~~Numerous~~fine ~~countries~~imposed by the EU in ~~Europe,~~December 2025 against the ~~Middle~~social ~~East,~~media ~~Asia-Pacific, and~~platform ~~Latin~~X ~~America~~for ~~are~~transparency ~~considering,~~violations) orimposes ~~have~~obligations ~~implemented,~~on ~~legislation~~social ~~imposing~~media ~~penalties,~~platforms ~~including~~to address ~~fines~~illegal content, ~~service~~systemic ~~throttling~~risks, ~~access~~and ~~blocking, or~~content ~~advertising~~moderation ~~bans~~transparency, ~~for~~with ~~failure~~potential toextraterritorial ~~remove~~effects. ~~certain~~Other ~~types~~jurisdictions continue ofto ~~content~~introduce or toenhance ~~follow~~similar ~~certain processes~~requirements. ~~Such~~If ~~content-related~~we ~~legislation~~fail ~~also has~~to ~~required~~comply uswith insuch ~~the past~~laws, ~~and~~we ~~may~~could ~~require~~be ussubject into ~~the~~prosecution, ~~future~~regulatory proceedings, tofines, ~~change~~or ~~our~~other ~~products~~sanctions, or ~~business~~we ~~practices.~~may ~~Our~~choose ~~responses~~voluntarily to ~~content-related legislation~~suspend ~~may~~access ~~increase~~to our ~~costs~~services orindefinitely ~~may~~in ~~otherwise~~the ~~adversely~~applicable jurisdiction ~~impact~~in ~~our~~order ~~operations~~to oruphold our ~~ability~~commitment to ~~provide~~free ~~services~~speech and diversity of opinion, as we did in ~~certain~~France ~~jurisdictions.~~beginning in November 2022 ~~Regulatory~~and orin ~~legislative~~Brazil ~~actions~~beginning ~~affecting~~in December 2023 (with the ~~manner~~Brazil insuspension ~~which~~upheld weand ~~display~~extended ~~content~~into to2025 ~~our~~amid ~~users~~ongoing ordisputes ~~obtain~~with ~~consent~~the ~~for~~Supreme Court ~~various~~over ~~practices~~compliance with local orders). These and any ~~could~~similar ~~require~~future ~~product~~suspensions ~~changes~~may inlimit ~~the~~our user ~~interface~~base, ~~that~~revenue ~~could~~growth, and market access, which in turn may adversely affect ~~user~~our ~~growth~~ business and ~~engagement~~operating results. In addition, some countries may decide to ban or restrict our service based on a single piece of content or perceived noncompliance.

We may also face liability when we remove content and accounts that we believe are ~~involved~~violating inour ~~litigation~~terms of service. While we believe that isSection ~~unpredictable~~230 allows us to ~~and~~restrict or remove certain categories of content in good faith, our protections may ~~have~~not always end a lawsuit at an ~~adverse~~early ~~impact~~stage, onpotentially resulting ~~our~~in ~~financial~~costly ~~condition~~and time-consuming litigation, ~~results~~especially amid evolving interpretations of ~~operations~~Section ~~and~~230 ~~cash~~in ~~flows~~the context of content moderation decisions or third-party claims.

WeThe ~~are,~~incentives ~~and~~that ~~from~~we ~~time~~offer to ~~time~~certain ~~may become, involved in various legal proceedings arising in the normal course of our business activities, such as copyright infringement and tort claims arising from user-uploaded~~ content, ~~patent~~creators ~~and~~may ~~trademark~~lead ~~infringement~~to ~~claims,~~liability ~~breach of contract claims, putative class actions~~ based upon consumer protection or privacy laws and other matters. We cannot predict the outcome of any lawsuit, claim, investigation or proceeding with certainty, or whether any such matter will have a material adverse effect on ~~our consolidated financial position, liquidity, or results of operations. We refer to~~ the ~~disclosure~~actions ~~in “Item 3. Legal Proceedings” for a description~~ of ~~recent~~those ~~and ongoing litigation, which disclosure is incorporated herein by reference~~creators.

~~Paid~~Our ~~endorsements~~goal byis ~~our~~to ~~content~~attract ~~creators~~more ~~may~~top ~~expose~~creators us to ~~regulatory~~our ~~risk~~platform, ~~liability~~further accelerating our platform’s growth, and ~~compliance~~we ~~costs,~~have offered and, asintend ato ~~result~~continue to offer incentives, including ~~may~~economic ~~adversely~~incentives, ~~affect~~to content creators to join our ~~business~~platform, ~~financial~~while ~~condition~~the content creators maintain sole editorial control over the content they produce. These incentives have included and ~~results~~may continue to include equity grants or cash payments, including arrangements under which we may agree to pay fixed compensation to a content creator (in certain cases, for multiple years) irrespective of ~~operations~~whether the actual revenue or user growth generated by such content creator on our platform meets our original modeled financial projections for that creator.

Our content creators may engage in paid promotions of products and services in regulated industries, such as alcoholic beverages, tobacco products, cannabidiols (CBD), and online gambling, including sports wagering and online casino games. In some cases, we may receive a percentage of the revenue generated by such paid promotions. While these promotions are not endorsements by Rumble of the underlying products or services by Rumble and we require content creators to comply with all applicable laws and regulations, we may be found liable pursuant to existing or newly created rules and regulations by international, federal, and state regulatory authorities, such as the FTC. We may also expend significant resources on compliance with such regulations. Our business, financial condition and results of operations could be negatively affected by the impact of these regulations. In addition, such paid promotions may alienate segments of our audience, which could cause our traffic and user engagement to fall and reduce our attractiveness to other advertisers.30

~~Some~~While ofwe ~~our~~believe ~~shareholders,~~that ~~including content~~the ~~creators~~incentives ~~to whom~~ we ~~have~~offer ~~issued~~to ~~equity,~~certain ~~may~~content ~~face~~creators ~~legal~~do ~~scrutiny~~not ~~and~~alter ~~reputational~~our ~~harm. To~~liability ~~the~~protections ~~extent~~under ~~these~~Section ~~shareholders~~230, ~~experience such~~it ~~negative~~is ~~effects~~possible ~~and~~that ~~are~~future ~~perceived~~judicial interpretations asof ~~being~~the ~~closely~~statute ~~associated~~will ~~with~~lead ~~Rumble,~~to ~~our~~liability ~~business,~~for ~~reputation,~~tortious ~~financial~~or ~~conditions,~~unlawful ~~results of~~materials ~~operations~~uploaded ~~and~~to ~~stock~~Rumble ~~price~~by ~~could~~those becontent ~~materially adversely affected~~creators.

~~Our~~In ~~shareholders include prominent voices and businesses in alternative media~~addition, ~~politics, banking, capital markets, cryptocurrencies and digital assets,~~ as ~~well~~part asof ~~sports~~the ~~leagues,~~incentives ~~online~~we ~~influencers~~offer ~~and~~to ~~other~~certain ~~personalities. Some of these shareholders, including~~ content creators ~~to whom we have issued equity~~, ~~may~~ beRumble ~~viewed~~has asthe ~~controversial~~right byto ~~certain~~sell ~~media~~host-read ~~outlets~~advertisements. orAs ~~governments~~part inof ~~certain~~these ~~jurisdictions~~advertisements, a ~~which~~content ~~may~~creator ~~lead~~offers toa ~~new~~paid orendorsement ~~enhanced legal or regulatory scrutiny~~ of ~~such~~various ~~individuals~~products ~~and their businesses by federal, state~~ or ~~foreign governments~~services. ~~For~~Although ~~example, as~~ we ~~further~~follow ~~expand internationally,~~FTC itguidelines isregarding ~~possible that foreign governments may use investigations or the threat of legal action against certain of our shareholders~~endorsements ~~in an effort to undermine our business, our ability to secure advertisers~~ and ~~cloud~~require ~~revenue, and the overall attractiveness of~~ our ~~platform to content~~ creators ~~and audiences. Some of our shareholders may also face negative publicity, reputational harm, legal or regulatory scrutiny or other adverse consequences due~~ to ~~alleged~~do ~~improper conduct that is unrelated to~~ the ~~Rumble~~same, ~~platform or the content that~~ we ~~host.~~could ~~To the~~face ~~extent~~liability ~~prominent~~if ~~Rumble~~creators ~~shareholders~~fail ~~experience~~to ~~such~~follow ~~reputational~~those ~~harm~~guidelines or ~~other~~otherwise ~~negative~~engage ~~effects,~~in ~~Rumble could be perceived as closely~~misleading ~~associated with such shareholders, and/~~or ~~such~~deceptive shareholders could seek to divest their equity in Rumble for reasons unrelated to Rumble’s business, and in turn our business, reputation, financial condition, results of operations and stock price could be materially adversely affectedadvertising.

31User-generated content could affect the quality of our services and deter current or potential users from using our platforms, and we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violates any law.

~~Risks~~Individuals ~~Related~~and groups may upload controversial content to ~~Ownership~~our platform that does not violate our terms of ~~Our~~service. ~~Securities~~Removing or failing to remove such content may result in negative publicity, which could harm our efforts to attract and retain users and subscribers. We have also faced criticism from users and subscribers for removing content and terminating accounts in compliance with the DMCA. Further, we must continually manage and monitor our content and detect content that violates our terms of service. This content moderation service is provided by Cosmic, a key vendor, and we would experience a significant disruption if Cosmic is no longer able or willing to offer us that service. If a significant amount of content that violates our terms of service is not detected and removed by us in a timely manner, or if a significant amount of information is perceived by users or the media to violate our terms of service, whether or not such perceptions are accurate, our brand, business and reputation could be harmed. This risk increases as the volume of content uploaded by users to Rumble continues to grow.

WeIn ~~are~~the anevent ~~“emerging~~our ~~growth~~content ~~company”~~creators, ~~within~~other ~~the~~users, ~~meaning~~advertisers, ofor ~~the~~other ~~Securities~~key ~~Act~~business ofpartners ~~1933~~do ~~(the~~not ~~“Securities~~agree ~~Act”)~~with our content moderation policies and asprocedures or their implementation, such wecreators, ~~have~~other ~~relied~~users, onadvertisers, and weother ~~expect~~key tobusiness ~~continue~~partners could decrease their usage of Rumble (or cease using Rumble entirely), towhich ~~rely~~could have a material adverse effect on our business or our results of operations. Additionally, ~~certain~~there ~~exemptions~~is ~~from~~a ~~disclosure~~risk ~~requirements~~that ~~available~~users will upload content that predominantly represents certain political viewpoints, leading to ~~emerging~~public ~~growth~~perceptions ~~companies~~that Rumble endorses those viewpoints, regardless of whether such perceptions are accurate. ~~Our~~There ~~reliance~~can onbe ~~these~~no ~~exemptions~~guarantee ~~could~~that current or future negative publicity, complaints, ~~make~~allegations, ~~our~~political ~~securities~~controversies, ~~less~~investigations, ~~attractive~~or legal proceedings with respect to ~~investors~~our ~~and~~content, ~~may~~even ~~make~~if itbaseless, ~~more~~will ~~difficult~~not generate adverse publicity that could damage our reputation. Any damage to ~~compare~~our reputation could harm our ~~performance~~ability ~~with~~to ~~that~~attract ofand ~~other~~retain ~~public~~users ~~companies~~and subscribers.

WeChanges ~~are~~in antax ~~“emerging growth company” within the meaning of the Securities Act~~rates, aschanges ~~modified~~in bytax ~~the Jumpstart Our Business Startups Act (the “JOBS~~treatment ~~Act”),~~of ~~and as such we have relied on, and we expect to continue to rely on, certain exemptions from various reporting requirements that are applicable to other public~~ companies ~~including,~~engaged ~~but~~in ~~not limited to~~e-commerce, ~~not being required to comply with~~ the ~~auditor~~adoption ~~internal controls attestation requirements~~ of ~~Section~~new ~~404(b)~~U.S. ofor ~~the~~international ~~Sarbanes-Oxley~~tax ~~Act of 2002 (the “Sarbanes-Oxley Act”). Further~~legislation, ~~the JOBS Act exempts emerging growth companies from the requirement to comply with new~~ or ~~revised~~exposure ~~financial accounting standards until private companies are required~~ to ~~comply~~additional ~~with~~tax ~~the same standards. The JOBS Act provides that a company may elect to opt out of the extended transition~~liabilities ~~period and comply with the requirements that apply to non-emerging growth companies. We have elected not to opt out of such extended transition period, which~~ may ~~make~~adversely ~~the~~impact ~~comparison of~~ our financial ~~statements with those of other public companies difficult or impossible because of the potential differences in accounting standards~~results.

AsWe aare ~~result~~subject ofto ~~our~~taxes ~~emerging~~in ~~growth~~multiple ~~company~~jurisdictions. ~~status~~Our ~~and~~provision ~~our~~for ~~reliance~~income taxes is based on ~~certain~~a ~~reporting~~jurisdictional ~~exemptions~~mix of earnings, ~~our~~statutory ~~stockholders~~tax rates, and enacted tax rules, including transfer pricing. There may ~~not~~also ~~have~~be ~~access~~tax tocosts ~~certain~~associated ~~information~~with ~~they~~distributions among our subsidiaries. Due to economic ~~may~~and ~~deem~~political ~~important~~conditions, ~~and~~tax ~~investors~~rates in various jurisdictions may ~~find~~be ~~our~~subject ~~securities~~to ~~less~~significant ~~attractive~~changes. ~~This~~As ~~could~~a result, our future effective tax rates could be affected by changes in athe ~~less~~mix ~~active~~of ~~trading~~earnings ~~market~~in ~~for~~countries ~~our~~with ~~common stock~~differing statutory tax rates, ~~and~~changes in the ~~price~~ valuation of ~~our~~deferred ~~common~~tax ~~stock~~assets and liabilities, or changes in tax laws or their interpretation. These changes may beadversely ~~more~~affect ~~volatile~~our effective tax rate and harm our financial position and results of operations.

~~Our~~We ~~Charter~~regularly ~~authorizes~~assess the likelihood of adverse outcomes resulting from examinations by the Internal Revenue Service and other domestic and foreign tax authorities to determine the adequacy of our ~~Board~~income tax and other tax reserves. If our reserves are not sufficient to ~~issue~~cover these contingencies, such inadequacy ~~preferred~~could ~~stock~~materially and adversely affect our business, ~~which~~prospects, financial condition, operating results, and cash flows. In addition, due to the global nature of the internet, various states or foreign countries may ~~delay~~attempt to impose additional or new regulations on our business or levy additional or new taxes relating to our activities. Tax authorities at the international, ~~defer~~federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in e-commerce. New or ~~prevent~~revised atax ~~tender~~regulations ~~offer~~or court decisions may subject us or our customers to additional sales, income and other taxes. Any of these events could have a ~~takeover~~material ~~attempt~~adverse effect on our business, financial condition, and operating results.

The provision of our Amended and Restated Certificate of Incorporation (the “Charter”) that authorizes our Board to issue preferred stock from time to time based on terms approved by the Board may delay, defer or prevent a tender offer or takeover attempt that stockholders might consider to be in their best interest.31

~~Our~~We ~~Charter~~are ~~contains~~currently ~~forum~~under ~~limitations~~or subject to examination for ~~certain~~ ~~disputes~~indirect ~~between~~taxes usin various states, municipalities and ~~our~~foreign ~~stockholders~~jurisdictions. ~~that~~Management ~~could~~currently ~~limit~~believes ~~the~~we have ~~ability~~adequate ofreserves ~~stockholders~~established tofor ~~bring~~these ~~claims~~matters. ~~against~~If usa ormaterial ~~our~~indirect ~~directors~~tax liability associated with prior periods were to be recorded, ~~officers~~for ~~and~~which ~~employees~~there is not a reserve, it could materially affect our financial results for the period in which it is recorded.

~~Our~~Compliance ~~Charter~~obligations ~~provides~~imposed that, unless we consent in writing to the selection of an alternative forum, the Delaware Court of Chancery (the “Court of Chancery”) is the sole and exclusive forum for (i) any derivative lawsuit brought on our behalf, (ii) any lawsuit against our current or former directors, officers, employees or stockholders asserting a breach of a fiduciary duty owed by ~~any~~new ~~such person to us or our stockholders, (iii) any~~privacy ~~lawsuit asserting a claim arising under any provision of the Delaware General Corporation Law~~laws, ~~our~~laws ~~Charter~~regulating oronline ~~bylaws~~video-sharing ~~(each,~~and as in effect from time to time), or (iv) any lawsuit governed by the internal affairs doctrine of the State of Delaware. These provisions do not apply to claims arising under the Securities Act, the Exchange Act or other ~~federal~~platforms ~~securities laws for which there is exclusive federal or concurrent federal~~ and ~~state~~online ~~jurisdiction.~~speech ~~Our~~in ~~Charter~~certain ~~also~~jurisdictions ~~provides~~in ~~that,~~which ~~unless~~ we ~~consent~~operate, inor ~~writing to the selection of an alternative~~industry ~~forum,~~practices ~~the~~may ~~federal~~adversely ~~district~~affect ~~courts~~our ofbusiness ~~the United States are the sole~~ and ~~exclusive~~operating ~~forum for the resolution of any complaint asserting a cause of action arising under the Securities Act~~results.

32New laws could restrict our ability to conduct marketing by, for example, restricting the emailing or targeting of users or the use of certain technologies like artificial intelligence. Similarly, private-market participants may deploy technologies or require certain practices that limit our ability to obtain or use certain information about our users and subscribers. For example, while Google has abandoned its previous plans to phase out third-party cookies in Chrome, Apple continues to enforce and expand its App Tracking Transparency framework across iOS, requiring explicit opt-in consent for cross-app tracking, with ongoing enforcement challenges in jurisdictions like France (where a 2026 court ruling upheld the feature despite advertiser pushback) and potential future adjustments amid EU scrutiny. If these types of changes persist or evolve, our ability to determine how our users and subscribers use our video services and to use targeted advertising in a cost-effective manner may be limited. New laws in Canada, along with laws under consideration or in enforcement in the EU and other jurisdictions in which we operate, may also require us to change our content moderation practices or privacy policies in ways that harm our business or create the risk of fines or other penalties for noncompliance.

~~Although~~We we believe these exclusive forum provisions benefit our company by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may ~~limit~~become asubject ~~stockholder’s ability~~ to ~~bring~~newly aenacted laws ~~claim~~and inregulations ~~a judicial forum~~ that ~~the~~restrict ~~stockholder~~content ~~finds~~on ~~favorable for disputes with us or any of our directors, officers or stockholders, which may discourage lawsuits with respect to such claims. Further, in~~ the event a court finds either exclusive forum provision contained in our Charter to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial conditioninternet.

~~Our~~The ~~CEO~~expansion ~~has~~of ~~control~~regulatory and ~~over~~censorship ~~key~~regimes ~~decision~~by ~~making~~governments around the world is likely to limit the freedom of speech and artistic expression on the internet, aswhich ain ~~result~~turn may inhibit the growth of ~~his~~alternative ~~control~~and nontraditional platforms like Rumble relative to traditional media publishers and established technology platforms that feature stricter content moderation. For example, Canada’s Online Streaming Act (formerly Bill C-11), enacted in 2023, grants the Canadian Radio-television and Telecommunications Commission (the “CRTC”) significantly increased regulatory powers over audiovisual content on the internet. The CRTC continues phased implementation through 2025 and 2026, including decisions on Canadian content certification frameworks, discoverability requirements, registration of online streaming services, and potential revenue-based obligations for certain foreign platforms. While we do not currently meet the regulatory criteria to comply with Canada’s Online Streaming Act, our commitment to a ~~majority~~free ofand open internet may result in governmental actions against our platform, costly and prolonged legal challenges, and the ~~voting~~prohibition ~~power~~or suppression of our ~~outstanding~~platform ~~capital~~in ~~stock.~~certain jurisdictions or our voluntary withdrawal from such jurisdictions.

AsThe ~~the~~EU ~~beneficial~~has ~~owner~~recently ofintensified ~~all~~its ofefforts ~~the~~to ~~Class~~regulate Donline ~~Common Stock~~speech, ~~par~~primarily ~~value~~through ~~$0.0001 per share, of Rumble (~~the ~~“Class D Common Stock”)~~DSA, ~~our~~which ~~CEO~~came ~~Chris~~into ~~Pavlovski is~~effect ~~able~~in to2023. ~~exercise~~The ~~voting~~DSA ~~rights~~imposes ~~with~~strict ~~respect to approximately 83% of the voting power of Rumble’s outstanding capital stock. This~~requirements ~~concentrated~~on ~~control~~digital ~~will~~services ~~limit~~providers ~~or preclude our public stockholders’ ability~~ to ~~influence~~combat ~~corporate~~“illegal” ~~matters for the foreseeable future. Further~~content, ~~our~~including Charter does not include a sunset provision for the high vote feature of the Class D Common Stock, meaning this feature will persist indefinitely (unless amended or until all of the shares of Class D Common Stock have been redeemed by Rumble in connection with future transfers (other than “~~permitted~~hate ~~transfers~~speech”) ofand ~~shares of Class A Common Stock or ExchangeCo Shares by Mr. Pavlovski). As a result~~“disinformation, ~~Mr. Pavlovski may control or effectively control the voting of Rumble, even if he holds only a small economic interest in~~” ~~the~~with ~~company.~~significant ~~Consequently,~~fines infor ~~the event Mr~~noncompliance. ~~Pavlovski~~EU ~~liquidates~~politicians aand ~~significant~~authorities ~~portion~~have ofissued ~~his~~warnings ~~economic~~to ~~interest~~online inplatforms ~~Rumble,~~over ~~Mr.~~content ~~Pavlovski~~accessible ~~may no longer be incentivized (or incentivized~~ to ~~the~~EU ~~same extent) to exercise his voting control~~users, ~~including~~and ~~in connection with~~ the ~~types of~~DSA ~~decisions~~requires ~~further~~rapid ~~described~~content ~~below,~~removal inand apotential ~~manner~~platform ~~that~~bans ~~will~~or ~~maximize the economic value of Rumble~~restrictions.

~~Because~~Lawmakers ofin the ~~voting~~United ~~ratio~~States ~~between~~and ~~the~~in ~~Class~~other Dcountries ~~Common~~may ~~Stock~~introduce onnew ~~the~~regulatory ~~one~~regimes ~~hand,~~that ~~and~~increase ~~the~~potential ~~Class~~liability Afor ~~Common~~content ~~Stock~~available on our platform. There are a number of new laws and ~~Class~~legislative Cproposals ~~Common~~in ~~Stock,~~the ~~par~~United ~~value~~States ~~$0.0001~~and ~~per~~globally ~~share~~aimed at limiting the scope of protections available ~~Rumble~~to ~~(the~~online ~~“Class~~services Cand/or ~~Common~~that ~~Stock”)~~further impose new obligations affecting our business, onsuch ~~the~~as ~~other~~liability ~~hand~~for copyright infringement, ~~Mr.~~illegal or ~~Pavlovski~~harmful ~~has~~content, ~~the~~distributing ~~ability~~targeted and other advertisements to ~~control~~teens, ~~the~~and ~~outcome~~other forms of ~~matters~~unlawful ~~submitted~~content and/or online harm. These tolegislative ~~our~~and/or ~~stockholders~~regulatory ~~for~~requirements ~~approval,~~may ~~including~~increase ~~the~~our ~~election~~costs of ~~directors~~operations, ~~amendments~~our toliability ~~our~~for ~~organizational~~content ~~documents,~~posted ~~and~~by ~~any~~users ~~merger,~~on ~~consolidation~~our platform, our litigation costs, and/or ~~sale~~may ofexpose ~~all~~us orto ~~substantially~~regulatory ~~all~~sanctions ofsuch ~~our~~as ~~assets~~fines or penalties. ~~The~~If ~~Charter~~these ~~provides~~or ~~that~~other ~~Rumble~~additional ~~may~~statutory or ~~not~~regulatory ~~issue~~changes ~~any~~reduce ~~shares~~liability ofprotections ~~Class~~for Dcontent ~~Common~~published ~~Stock~~on our platform, so ~~all~~we ofmay ~~the~~be ~~Class~~required Dto ~~Common~~make ~~Stock~~significant ~~are~~changes to ~~held~~our bybusiness ~~Mr.~~model, ~~Pavlovski~~including ~~and/or~~increasing ~~his~~our ~~transferees.~~content Inmoderation ~~this~~operations ~~regard,~~and nobuilding ~~shares~~in ofadditional ~~Class~~product Dfeatures ~~Common~~or ~~Stock~~tools that may not be ~~transferred~~favorable byto Mrour business. ~~Pavlovski~~Any ~~unless~~such ~~the~~changes ~~transfer is made~~ to aour ~~qualified~~business ~~transferee~~model asmay ~~described~~lead into ~~the~~new ~~Charter.~~or Asheightened apayment ~~result,~~obligations ~~only~~or compliance Mrcosts. ~~Pavlovski~~Several ~~has~~U.S. ~~the~~states ~~right~~have toalso ~~vote~~enacted ~~and~~legislation ~~control~~that ~~the~~regulates ~~Class~~online Dcontent. ~~Common~~Our ~~Stock~~business, ~~meaning~~financial ~~that~~performance ~~Mr.~~and ~~Pavlovski~~results of isoperations ~~not~~could ~~entitled~~be tonegatively ~~transfer~~affected ~~voting control~~by the impact of ~~Rumble~~these tolaws ~~another~~and ~~person~~the orcosts ~~entity~~of ~~not~~complying ~~controlled~~with bythese ~~Mr.~~laws, ~~Pavlovski~~which ~~through~~are currently the ~~transfer~~subject of ~~Class~~various Dlegal ~~Common Stock~~challenges.

This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of Rumble’s assets that our other stockholders support, or, conversely, this concentrated control could result in the consummation of such a transaction that our other stockholders do not support. This concentrated control could also discourage a potential investor from acquiring our publicly traded Class A Common Stock, which will have limited voting power relative to the Class D Common Stock that is held by Mr. Pavlovski, and might harm the trading price of our Class A Common Stock. In addition, Mr. Pavlovski has the ability to control the management and our major strategic investments as a result of his position as our CEO and his ability to control the election of our directors. As a board member and officer, Mr. Pavlovski owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Pavlovski is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally.32

~~Our~~In ~~CEO~~addition, there are pending cases before the judiciary that may beresult ~~incentivized~~in changes to ~~focus~~the protections afforded to internet platforms that, depending on the outcomes, could greatly limit the ~~short-term~~scope ~~share~~of ~~price~~these asprotections. aIf ~~result~~these ofproposed ~~his~~or ~~interest~~similar inlaws ~~shares~~are ~~placed~~passed inor ~~escrow~~upheld, if similar future legislation or governmental action is proposed or taken, and if existing protections are limited or removed, changes would be required that could impose additional costs of operation, subject us to ~~forfeiture~~additional ~~pursuant~~liability, or cause users to ~~the~~abandon ~~terms~~our service, any of ~~the~~which could adversely ~~Business~~affect ~~Combination~~our ~~Agreement~~business, results of operations, financial condition, and prospects.

~~Mr.~~We ~~Pavlovski,~~could ~~the~~also ~~CEO~~face ~~and~~fines, ~~controlling~~orders ~~shareholder~~restricting ofor ~~Rumble~~blocking our services in particular geographies, ~~holds~~or ~~shares~~other ~~placed~~government-imposed insanctions ~~escrow~~as a result of content hosted on our services. For example, laws and ~~subject~~regulations toin ~~forfeiture~~Germany ~~pursuant~~and toIndia provide for the ~~terms~~imposition of ~~the~~fines ~~Business~~for ~~Combination~~failure to comply with ~~Agreement.~~certain ~~Such~~content ~~shares~~removal, ~~will~~law ~~vest~~enforcement cooperation, and disclosure obligations. Numerous countries in Europe, the ~~event~~Middle ~~certain~~East, ~~share~~Asia-Pacific, and ~~price~~Latin ~~thresholds~~America are ~~satisfied~~considering, ~~but~~or ifhave ~~such~~implemented, ~~price~~legislation ~~thresholds~~imposing ~~are~~penalties, ~~not~~including ~~satisfied~~fines, service throttling, access blocking, or advertising bans, for failure to remove certain types of content or to follow certain processes. Such content-related legislation has required us in the ~~applicable~~past, ~~time~~and ~~periods~~may require us in the future, ~~such~~to ~~shares~~change ~~will~~our beproducts ~~forfeited~~or ~~and~~business ~~cancelled~~practices. ~~Accordingly,~~Our ~~Mr.~~responses ~~Pavlovski~~to content-related legislation may beincrease ~~incentivized~~our costs or may otherwise adversely impact our operations or our ability to ~~focus~~provide onservices in certain jurisdictions. ~~short-term~~Regulatory ~~results~~or legislative actions affecting the manner in which ~~may~~we ~~have~~display acontent ~~positive~~to ~~effect~~our onusers ~~Rumble’s~~or ~~share~~obtain ~~price~~consent atfor ~~the~~various ~~expense~~practices could ofrequire product changes in the ~~long-term~~user ~~success~~interface ofthat ~~the~~could ~~Company~~adversely affect user growth and engagement.

33We are exposed to significant regulatory, operational, compliance, privacy, and legal risks related to age verification and child online safety laws implemented in various U.S. states and foreign jurisdictions.

~~Substantial~~The ~~future~~implementation ~~sales~~and enforcement of ~~our~~age ~~Class~~verification Aand child online safety laws in various U.S. states and foreign jurisdictions present significant regulatory, operational, ~~Common~~compliance, ~~Stock~~privacy, byand legal risks to our ~~current~~business ~~stockholders~~as a video services provider, which could ~~cause~~adversely affect our MAUs, revenue, reputation, and financial condition. Numerous laws, regulations, and legally-binding codes, such as the ~~market~~U.S. ~~price~~federal Children’s Online Privacy Protection Act, California’s Age Appropriate Design Code, the UK’s Online Safety Act and Age Appropriate Design Code, the CCPA and other U.S. state comprehensive privacy laws, the GDPR, and the DSA, impose various obligations on companies that process minors’ data and/or provide online services, or other interactive platforms used by children, including prohibiting showing minors advertising, requiring age verification, limiting the use of minors’ personal information, requiring certain consents to process such personal information and extending certain rights to children and their parents with respect to that personal information. These laws may result in restrictions on the use of certain of our ~~Class~~products Aor ~~Common~~services ~~Stock~~by teens, may prohibit us from offering certain of our products or services to ~~decline~~teens, and may decrease daily active users or user engagement in various jurisdictions. These laws may be, and in some cases already have been, subject to legal challenges and changing interpretations which may further complicate our efforts to comply with laws applicable to us. Some of these obligations have wide-ranging application, including for services that do not intentionally target child users (defined in some circumstances as a user under the age of 18 years old). The resulting patchwork of regulations is rapidly evolving, with potential for additional jurisdictions to adopt similar measures, creating inconsistent and overlapping obligations.

~~Substantially~~We ~~all~~have ofalready ~~our issued~~implemented ~~and~~a ~~outstanding~~minimum ~~shares~~age ~~are~~of ~~freely~~17 ~~transferable~~for ~~and/or~~ registered ~~for~~users ~~resale~~ on ~~registration~~our ~~statements~~video ~~filed~~platform ~~with~~and ~~the~~require ~~SEC~~users to provide their date of birth. ~~Recently~~However, ~~our~~compliance with ~~registration~~these ~~rights~~new ~~agreement~~laws ~~with~~may ~~Tether~~require ~~required~~ us to ~~register~~implement ~~all~~additional ~~shares~~measures ~~held~~and bycomplex ~~Tether~~age ~~under~~verification ~~the~~technologies, ~~Securities~~such ~~Act.~~as ~~The~~biometric ~~registration~~data checks, ~~rights~~third-party ~~for~~ID ~~Tether~~verification, ~~and~~or ~~our~~parental ~~other~~consent ~~significant~~mechanisms, ~~shareholders~~which ~~allow~~could ~~such~~involve ~~shareholders~~substantial todevelopment, ~~sell~~integration, ~~their~~and ~~shares~~ongoing ~~without~~maintenance costs. ~~compliance~~This ~~with~~may ~~the~~decrease ~~volume and~~our ~~manner~~advertising ofand ~~sale~~subscription ~~limitations~~revenue, ~~under~~and ~~Rule~~increase ~~144~~legal ~~promulgated~~risk ~~under~~and ~~the~~compliance ~~Securities~~costs ~~Act~~for us and ~~will~~our ~~facilitate~~third-party partners, ~~the~~which ~~resale~~may ofharm ~~such~~the ~~securities~~profitability ~~into the~~of ~~public~~our ~~market~~business. ~~The~~These ~~market~~systems ~~value~~may ofgenerally ~~our~~deter ~~common~~users ~~stock~~from ~~could~~using ~~decline~~our asplatform aand ~~result~~create risks of ~~sales~~inaccurate byage ~~Tether~~determinations, user circumvention, or ~~our~~over-blocking ~~other~~of ~~significant~~legitimate ~~stockholders having~~adult ~~registration~~users, ~~rights~~potentially ~~from~~resulting ~~time~~in toreduced user ~~time.~~acquisition, Inengagement, ~~particular~~and retention, ~~sales~~particularly ofamong younger demographics that represent a ~~substantial~~significant ~~number~~portion of our ~~shares~~growth. Noncompliance, ofwhether ~~Class~~due Ato ~~Common~~technical ~~Stock~~failures, conflicting jurisdictional interpretations, or delays in ~~the~~implementation, could lead ~~public~~to ~~market~~investigations, orenforcement ~~the~~actions, ~~perception~~substantial fines, class-action lawsuits, or injunctions that ~~such~~restrict ~~sales~~our ~~will~~operations ~~occur~~in impacted regions. If we challenge these laws, as a defendant or through industry-wide challenges, we could ~~adversely~~be ~~affect~~negatively ~~the~~impacted ~~market~~by ~~price~~protracted legal ~~for~~battles, adverse rulings, or requirements to fundamentally alter our ~~Class~~platform’s Afeatures, ~~Common~~content ~~Stock~~moderation, ~~and~~or ~~make~~user experience. itAdditionally, ~~more~~varying ~~difficult~~international ~~for~~standards ~~our~~may ~~public~~force ~~stockholders~~us to ~~sell~~create ~~their~~region-specific ~~shares~~versions of ~~Class~~our Aplatform, ~~Common~~increasing ~~Stock~~operational complexity atand ~~such~~costs ~~times~~while ~~and~~potentially atfragmenting ~~such~~our ~~prices~~global ~~that~~user ~~they deem desirable~~community.

~~Our stock price may be volatile, and purchasers of our common stock could incur substantial losses.~~33

~~Our~~Broader ~~stock price is likely to be volatile. The stock~~ market ~~in general~~reactions, such as ~~well~~user asbacklash ~~the~~against ~~market~~perceived ~~for~~privacy ~~technology~~intrusions ~~companies~~or inreduced ~~particular~~platform accessibility, ~~have~~could ~~both~~erode ~~experienced~~trust ~~extreme volatility~~in ~~that has often been unrelated to the operating performance of particular companies. The market price for~~ our ~~common~~brand ~~stock may be influenced by many broad market~~ and ~~industry factors. These broad market and industry factors may seriously harm the market price of~~lead ~~our~~to ~~common~~competitive ~~stock,~~disadvantages ~~regardless~~if of our ~~operating~~competitors ~~performance.~~are Inable ~~addition, the market price for our common stock may be subject~~ to ~~price movements~~adapt ~~that~~more ~~may~~effectively. ~~not~~We ~~comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as~~ may beincur ~~expressed~~significant onexpenses ~~financial~~for ~~trading~~legal ~~and other online forums)~~counsel, ~~the direct access by retail investors to~~ ~~broadly~~technology ~~available trading platforms~~upgrades, ~~the amount~~ and ~~status~~compliance ~~of short interest in our securities~~programs, ~~access to margin debt, trading in options~~ and ~~other~~there ~~derivatives~~is onno ~~our~~assurance ~~common~~that ~~stock~~these ~~and~~measures ~~any~~will ~~related~~fully ~~hedging~~mitigate ~~and~~the ~~other trading factors~~risks. InThe ~~the~~materialization of ~~past,~~any ~~following periods~~ of ~~volatility in~~these ~~the~~factors ~~market, securities class-action litigation has often been instituted against companies. Such litigation~~ could ~~result~~have ina substantial ~~costs~~ ~~and~~negative ~~diversion~~impact ofon ~~management’s attention and resources, which could materially and adversely affect~~ our business, ~~financial condition,~~and results of operations ~~and growth prospects~~.

We ~~have~~are ~~and~~involved ~~will~~in ~~continue~~litigation tothat ~~incur~~is ~~significant~~unpredictable ~~expenses~~ and ~~administrative~~may ~~burdens as a public company, which could~~ have an adverse ~~effect~~impact on our ~~business,~~ financial condition, ~~and~~ results of operations, and cash flows.

We ~~face~~are, ~~significant~~and ~~increases in~~from ~~insurance,~~time ~~legal,~~to ~~compliance,~~time may ~~accounting~~become, ~~administrative~~involved ~~and~~in ~~other~~various ~~costs~~legal ~~and~~proceedings ~~expenses~~arising asin athe ~~public~~normal ~~company~~course ~~that~~of weour ~~did~~business ~~not~~activities, ~~incur~~such as copyright infringement aand ~~private~~tort ~~company.~~claims ~~The~~arising ~~Sarbanes~~from user-~~Oxley~~uploaded ~~Act~~content, ~~including~~patent ~~the~~and ~~requirements~~trademark infringement claims, breach of ~~Section~~contract ~~404~~claims, asputative ~~well~~class actions asbased ~~rules~~upon consumer protection or privacy laws, and ~~regulations~~other ~~subsequently~~matters. ~~implemented by~~We cannot predict the ~~SEC~~outcome of any lawsuit, ~~the~~claim, ~~Dodd-Frank~~investigation or ~~Wall~~proceeding ~~Street~~with ~~Reform~~certainty, ~~and~~or ~~Consumer~~whether ~~Protection~~any ~~Act~~such ofmatter ~~2010~~will ~~and~~have ~~the~~a ~~rules~~material ~~and~~adverse ~~regulations~~effect ~~promulgated~~on ~~and~~our toconsolidated ~~be promulgated~~financial ~~thereunder~~position, ~~the~~liquidity, or ~~Public~~results ~~Company~~of ~~Accounting~~operations. ~~Oversight~~We ~~Board,~~refer to the ~~SEC~~disclosure ~~and~~in ~~the~~“Item ~~securities~~3. ~~exchanges,~~Legal ~~impose~~Proceedings” ~~additional~~for ~~reporting~~ a description of recent and ~~other~~ongoing litigation, ~~obligations~~which ondisclosure ~~public~~is ~~companies~~incorporated herein by reference.

~~Compliance~~Paid ~~with~~endorsements ~~public~~by ~~company requirements has increased, and is expected to continue to increase,~~ our ~~costs~~content ~~and has made, and is expected to continue to make, certain~~creators ~~activities~~may ~~more~~expose ~~time-consuming. Several of those requirements require~~ us to ~~carry~~regulatory ~~out~~risk, ~~activities that we have not done previously. In addition~~liability, ~~we incurred~~ and ~~will~~compliance ~~continue to incur additional expenses associated with SEC reporting requirements. Furthermore~~costs, ~~if any issues in complying with those requirements are identified~~and, weas ~~could~~a ~~incur additional costs to rectify those issues~~result, ~~and~~may ~~the existence of those issues could~~ adversely affect our ~~reputation or investor perceptions of us. Furthermore~~business, iffinancial ~~we are unable to satisfy our obligations as a public company~~condition, ~~our securities could be subject to delisting,~~ and weresults ~~could~~of ~~face fines, sanctions and other regulatory actions and potentially civil litigation~~operations.

~~The~~Our ~~additional~~content ~~reporting~~creators ~~and~~may engage ~~other~~in ~~obligations~~paid ~~imposed~~promotions byof ~~various~~products ~~rules~~ and ~~regulations~~services ~~applicable~~in toregulated ~~public~~industries, ~~companies~~such ~~will~~as ~~increase~~alcoholic ~~legal~~beverages, ~~and~~tobacco ~~financial~~products, ~~compliance~~cannabidiols (CBD), ~~costs~~and online gambling, including sports wagering and ~~the~~online ~~costs~~casino ofgames. ~~related~~In ~~legal~~some cases, ~~accounting~~we ~~and~~may ~~administrative~~receive ~~activities~~a percentage of the revenue generated by such paid promotions. ~~These~~While ~~increased~~these ~~costs~~promotions are not endorsements by Rumble of the underlying products or services and we require uscontent creators to ~~divert~~comply awith ~~significant amount~~all ofapplicable ~~money~~laws ~~that~~and ~~could~~regulations, ~~otherwise~~we may be ~~used~~found liable pursuant to ~~expand~~existing ~~the~~or ~~business~~newly created rules and ~~achieve~~regulations by ~~strategic~~international, ~~objectives.~~federal, ~~Advocacy~~and ~~efforts~~state byregulatory ~~stockholders and~~authorities, ~~third-parties~~such as the FTC. We may also ~~prompt~~expend ~~additional~~significant ~~changes~~resources inon ~~governance~~compliance with such regulations. Our business, financial condition, and ~~reporting~~results ~~requirements~~of operations could be negatively affected by the impact of these regulations. In addition, such paid promotions may alienate segments of our audience, which could ~~further~~cause ~~increase~~our ~~costs~~traffic and user engagement to fall and reduce our attractiveness to other advertisers.

34Some of our stockholders, including content creators to whom we have issued equity, may face legal scrutiny and reputational harm. To the extent these stockholders experience such negative effects and are perceived as being closely associated with Rumble, our business, reputation, financial conditions, results of operations, and stock price could be materially and adversely affected.

~~There~~Our ~~can~~stockholders include prominent voices and businesses in alternative media, politics, banking, capital markets, cryptocurrencies, and digital assets, as well as sports leagues, online influencers, and other personalities. Some of these stockholders, including content creators to whom we have issued equity, may be noviewed ~~assurance~~as controversial by certain media outlets or governments in certain jurisdictions, which may lead to new or enhanced legal or regulatory scrutiny of such individuals and their businesses by federal, state, or foreign governments. For example, as we further expand internationally, it is possible that foreign governments may use investigations or the threat of legal actions against certain of our stockholders in an effort to undermine our business, our ability to secure advertisers and cloud revenue, and the overall attractiveness of our platform to content creators and audiences. Some of our stockholders may also face negative publicity, reputational harm, legal or regulatory scrutiny, or other adverse consequences due to alleged improper conduct that is unrelated to the Rumble platform or the content that we ~~will~~host. To the extent prominent stockholders of Rumble experience such reputational harm or other negative effects, Rumble could be perceived as closely associated with such stockholders, and/or such stockholders could seek to divest their equity in Rumble ~~able~~for reasons unrelated to ~~comply~~Rumble’s ~~with~~business, ~~the~~and ~~continued~~in ~~listing~~turn ~~standards~~our business, reputation, financial condition, results of ~~Nasdaq~~operations, and stock price could be materially and adversely affected.

If Nasdaq delists our shares from trading on its exchange for failure to meet the listing standards and we are not able to list such securities on another national securities exchange, our securities could be quoted on an over-the-counter market. If this were to occur, Rumble and its stockholders could face significant material adverse consequences including a limited availability of market quotations for our securities, reduced liquidity for our securities, a determination that our Class A Common Stock is a “penny stock,” which will require brokers trading the Class A Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market, a limited amount of news and analyst coverage, and a decreased ability to issue additional securities or obtain additional financing in the future.34

IfRisks ~~securities~~Related orto ~~industry~~Ownership ~~analysts cease publishing research or reports about Rumble, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume~~ of ~~our~~Our ~~securities could decline.~~Securities

~~The~~We ~~trading~~are ~~market~~an ~~for~~“emerging ~~our~~growth company” ~~securities~~within ~~will be influenced by~~ the ~~research~~meaning ~~and reports that industry or securities analysts may publish about Rumble, our business, market or competitors. If any~~ of the ~~analysts~~Securities ~~who~~Act ~~may~~of ~~cover~~1933 ~~Rumble~~(the ~~change~~“Securities ~~their~~Act”) ~~recommendation~~and ~~regarding~~as ~~our~~such ~~shares~~we ofhave ~~common~~relied ~~stock adversely~~on, or ~~provide~~and ~~more~~we ~~favorable~~expect ~~relative~~to ~~recommendations~~continue to ~~about~~rely ~~our competitors~~on, ~~the~~certain ~~price~~exemptions offrom ~~our~~disclosure ~~shares~~requirements ofavailable ~~common~~to ~~stock~~emerging ~~would~~growth ~~likely decline~~companies. ~~Some~~ ~~analysts~~Our ~~who~~reliance ~~covered~~on ~~Rumble~~these ~~have~~exemptions ~~ceased~~could make ~~coverage of~~ our securities inless ~~the~~attractive ~~past,~~to investors and ifmay ~~additional~~make ~~analysts~~it ~~were~~more todifficult ~~cease such coverage or fail~~ to ~~regularly~~compare ~~publish reports on us, we could lose additional visibility in the financial markets, which in turn could cause~~ our ~~share~~ ~~price~~performance orwith ~~the~~that ~~trading volume~~ of ~~our~~other ~~securities~~public ~~to decline~~companies.

~~Pursuant~~We toare an “emerging growth company” within the ~~JOBS~~meaning of the Securities Act, ~~our~~as ~~independent~~modified by the Jumpstart Our Business Startups Act (the “JOBS ~~registered~~Act”), ~~public~~and ~~accounting~~as ~~firm~~such ~~will~~we ~~not~~have berelied ~~required~~on, toand ~~attest~~we expect to ~~the~~continue ~~effectiveness~~to ofrely ~~internal~~on, ~~controls~~certain ~~over~~exemptions ~~financial~~from various reporting ~~pursuant~~requirements that are applicable to other public companies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. ~~for~~Further, sothe ~~long~~JOBS asAct weexempts emerging growth companies from the requirement to comply with new or revised financial accounting standards until private companies are anrequired “to comply with the same standards. The JOBS Act provides that a company may elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth ~~company”~~companies. We have elected not to opt out of such extended transition period, which may make the comparison of our financial statements with those of other public companies difficult or impossible because of the potential differences in accounting standards.

~~Pursuant~~As toa ~~the~~result ~~JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness~~ of our ~~internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until we are no longer an “~~emerging ~~growth company.” We could~~ ~~be an “emerging~~ growth company” ~~until~~status ~~the~~and ~~earlier~~our ofreliance ~~(i)~~on ~~the~~certain ~~last~~reporting ~~day~~exemptions, ofour ~~the~~stockholders ~~fiscal~~may ~~year~~not inhave ~~which~~access weto ~~have~~certain ~~total~~information ~~annual gross~~they ~~revenues~~may ofdeem ~~$1.235~~important, ~~billion~~and orinvestors ~~more;~~may ~~(ii)~~find ~~the last day of~~ our ~~fiscal~~securities ~~year~~less ~~following~~attractive. ~~February~~This ~~23,~~could ~~2026,~~result ~~the~~in ~~fifth~~a ~~anniversary~~less ofactive CFtrading ~~VI’s initial~~market ~~public~~for ~~offering;~~our ~~(iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three~~common ~~years;~~stock, and ~~(iv)~~ the ~~date~~price onof ~~which~~our wecommon ~~are~~stock ~~deemed~~may to be amore ~~large accelerated filer under the rules of the SEC~~volatile.

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WeThe doprovision ~~not~~of ~~anticipate~~our ~~declaring~~Amended ~~any~~and ~~cash~~Restated ~~dividends~~Certificate toof ~~holders~~Incorporation of(the ~~our~~“Charter”) ~~common~~that ~~stock~~authorizes ~~for~~our ~~the~~Board ~~foreseeable~~to ~~future.~~issue ~~Consequently,~~preferred ~~investors~~stock ~~may~~from ~~need~~time to time ~~rely~~based on ~~sales~~terms ofapproved ~~their shares~~by ~~after~~the ~~price~~Board ~~appreciation~~may delay, ~~which~~defer, ~~may~~or ~~never~~prevent ~~occur,~~a astender ~~the~~offer ~~only~~or ~~way~~takeover toattempt ~~realize~~that ~~any~~stockholders ~~future~~might ~~gains~~consider to onbe in their ~~investment~~best interest.

The provision of our Charter requiring exclusive forum in certain courts in the State of Delaware or the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

Our Charter provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee, or stockholder to us or our stockholders, or any claim for aiding and abetting such alleged breach, (c) any action asserting a claim arising under any provision of the Delaware General Corporation Law, as amended (the “DGCL”), the Charter (as it may be amended or restated), or our bylaws, or any other action as to which the DGCL confers jurisdiction on the Delaware Court of Chancery, or (d) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware. In the event that the Delaware Court of Chancery lacks subject matter jurisdiction, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, subject to certain exceptions and conditions set forth in the Charter.

Any person or entity that owns or acquires shares of our common stock shall be deemed to have notice of and to have consented to the forum provisions in our Charter. Although we believe these exclusive forum provisions benefit our company by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder finds favorable for disputes with us or any of our directors, officers, other employees, or stockholders, which may discourage lawsuits with respect to such claims. Further, in the event a court finds either exclusive forum provision contained in our Charter to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition, and results of operations.

Our CEO has control over key decision-making as a result of his control of a majority of the voting power of our outstanding capital stock.

As the beneficial owner of all of the Class D Common Stock, par value $0.0001 per share, of Rumble (the “Class D Common Stock”), our CEO, Chris Pavlovski, is able to exercise voting rights with respect to approximately 83% of the voting power of Rumble’s outstanding capital stock. This concentrated control will limit or preclude our public stockholders’ ability to influence corporate matters for the foreseeable future. Further, our Charter does not include a sunset provision for the high vote feature of the Class D Common Stock, meaning this feature will persist indefinitely (unless amended or until all of the shares of Class D Common Stock have been redeemed by Rumble in connection with future transfers (other than “permitted transfers”) of shares of Class A Common Stock or ExchangeCo Shares by Mr. Pavlovski). As a result, Mr. Pavlovski may control or effectively control the voting of Rumble, even if he holds only a small economic interest in the company. Consequently, in the event Mr. Pavlovski liquidates a significant portion of his economic interest in Rumble, Mr. Pavlovski may no longer be incentivized (or incentivized to the same extent) to exercise his voting control, including in connection with the types of decisions further described below, in a manner that will maximize the economic value of Rumble.

Because of the voting ratio between the Class D Common Stock on the one hand, and the Class A Common Stock and Class C Common Stock, par value $0.0001 per share of Rumble (the “Class C Common Stock”), on the other hand, Mr. Pavlovski has the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors, amendments to our organizational documents, and any merger, consolidation, or sale of all or substantially all of our assets. The Charter provides that Rumble may not issue any shares of Class D Common Stock, so all of the Class D Common Stock are held by Mr. Pavlovski and/or his transferees. In this regard, no shares of Class D Common Stock may be transferred by Mr. Pavlovski unless the transfer is made to a qualified transferee as described in the Charter. As a result, only Mr. Pavlovski has the right to vote and control the Class D Common Stock, meaning that Mr. Pavlovski is not entitled to transfer voting control of Rumble to another person or entity not controlled by Mr. Pavlovski through the transfer of Class D Common Stock.

Our CEO may be incentivized to focus on the short-term share price as a result of his interest in shares placed in escrow and subject to forfeiture pursuant to the terms of the CF Business Combination Agreement.

Mr. Pavlovski, the CEO and controlling stockholder of Rumble, holds shares placed in escrow and subject to forfeiture pursuant to the terms of the CF Business Combination Agreement. Such shares will vest in the event certain share price thresholds are satisfied, but if such price thresholds are not satisfied in the applicable time periods, such shares will be forfeited and cancelled. Accordingly, Mr. Pavlovski may be incentivized to focus on short-term results which may have a positive effect on Rumble’s share price at the expense of the long-term success of the Company.

Substantial future sales of our Class A Common Stock by our current stockholders could cause the market price of our Class A Common Stock to decline.

Substantially all of our issued and outstanding shares of Class A Common Stock are freely transferable and/or registered for resale on registration statements filed with the SEC. Recently, our registration rights agreement with Tether required us to register all shares of Class A Common Stock held by Tether under the Securities Act. The registration rights for Tether and our other significant stockholders allow such stockholders to sell their shares of Class A Common Stock without compliance with the volume and manner of sale limitations under Rule 144 promulgated under the Securities Act and will facilitate the resale of such securities into the public market. The market value of our common stock could decline as a result of sales by Tether or our other significant stockholders having registration rights from time to time. In particular, sales of a substantial number of our shares of Class A Common Stock in the public market or the perception that such sales will occur could adversely affect the market price for our Class A Common Stock and make it more difficult for our public stockholders to sell their shares of Class A Common Stock at such times and at such prices that they deem desirable.

Our stock price may be volatile, and purchasers of our common stock could incur substantial losses.

Our stock price is likely to be volatile. The stock market in general, as well as the market for technology companies in particular, have both experienced extreme volatility that has often been unrelated to the operating performance of particular companies. The market price for our common stock may be influenced by many broad market and industry factors. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance. In addition, the market price for our common stock may be subject to price movements that may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other online forums), the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock and any related hedging, and other trading factors. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations, and growth prospects.

There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.

If securities or industry analysts cease publishing research or reports about Rumble or our business or market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.

The trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about Rumble or our business, market, or competitors. If any of the analysts who may cover Rumble change their recommendations regarding our shares of common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our shares of common stock would likely decline. Some analysts who covered Rumble have ceased coverage of our securities in the past, and if additional analysts were to cease such coverage or fail to regularly publish reports on us, we could lose additional visibility in the financial markets, which in turn could cause our share price or the trading volume of our securities to decline.

Pursuant to the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as we are an “emerging growth company”.

Pursuant to the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until we are no longer an “emerging growth company.” We could be an “emerging growth company” until the earlier of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following February 23, 2026, the fifth anniversary of CF VI’s initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; and (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

We do not expect to declare any cash dividends for the foreseeable future.

We do not anticipate declaring any cash dividends to holders of our common stock for the foreseeable future. Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Risks Related to the ND Business Combination

On November 10, 2025, we entered into the ND Business Combination Agreement. Please refer to “Significant Events and Transactions” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report for more information. The following are several risks we face in connection with the ND Business Combination.

The consummation of the ND Business Combination is subject to certain conditions, which could delay, extend or prevent the Exchange Offer and the ND Business Combination.

Rumble’s public exchange offer to Northern Data Shareholders (“Northern Data Shareholders”) for acquiring all outstanding no-par value bearer shares of Northern Data by exchanging one share of Northern Data for 2.0281 shares of newly issued Class A Common Stock of Rumble (the “Exchange Offer”) will be subject to several conditions, including the conditions relating to the relevant registration statement, the conditions relating to merger control approvals and investment control clearances (collectively, the “Regulatory Conditions”), and certain other conditions. The timing for settlement of the Exchange Offer and completion of the ND Business Combination will depend on the satisfaction of such conditions. As a result, the Exchange Offer and the ND Business Combination could be delayed, extended, amended or terminated, which could result in the Northern Data Shareholders not receiving our Class A Common Shares.

Under the terms of the ND Business Combination Agreement, if the Exchange Offer is not settled by the End Date (as defined below), the ND Business Combination Agreement may be terminated by either party. If the ND Business Combination Agreement is terminated, the ND Business Combination will not be consummated.

Under the terms of the Exchange Offer, all conditions to the Exchange Offer must be satisfied by the end of the acceptance period, except for the Regulatory Conditions. The Regulatory Conditions must be satisfied by December 31, 2026 (the “End Date”). If the Regulatory Conditions are not satisfied by the End Date, or if any other condition is not satisfied at the end of the acceptance period (unless any such non-satisfied condition has been waived, if permissible), the Exchange Offer will terminate and settlement will not occur. The parties currently expect the Regulatory Conditions to be satisfied and the ND Business Combination to be completed in the first half of 2026 but in no event later than the End Date. As a result, the exchange of shares of the issued and outstanding no-par value bearer share of Northern Data (the “Northern Data Shares”) pursuant to the Exchange Offer may be made on a date that is significantly later than the end of the acceptance period, or may not occur.

Furthermore, pursuant to the ND Business Combination Agreement, Rumble or Northern Data may terminate the ND Business Combination Agreement under certain circumstances, including, among others, if: (i) the Exchange Offer lapses due to non-satisfaction of conditions before the End Date; (ii) the Exchange Offer has not settled by the End Date; (iii) a closing condition cannot ultimately be fulfilled; or (iv) a competent governmental authority or court permanently enjoins the closing of the Exchange Offer. No assurance can be given that all of the conditions to the Exchange Offer will be satisfied or, if they are, as to the timing of the settlement of the Exchange Offer. If the conditions to the Exchange Offer are not satisfied or validly waived in advance, or if termination rights are exercised, the Exchange Offer will terminate, settlement of the Exchange Offer will not occur, and the ND Business Combination will not be completed.

Rumble and Northern Data must obtain governmental and regulatory approvals or clearances to consummate the ND Business Combination, which, if delayed or not granted, may delay or jeopardize the Exchange Offer and the ND Business Combination. In addition, conditions imposed by such agencies in connection with their approvals may adversely impact the business, financial condition, or results of operations of Rumble and Northern Data, including the loss of value of assets or businesses that may be required to be divested in connection with obtaining approvals under merger control or competition laws or foreign direct investment laws.

Completion of the ND Business Combination is conditioned upon, among other things, either receipt of approvals or clearances from the relevant antitrust authority or expiration or termination of any statutory waiting period (including any extension thereof) under merger control or competition law regimes in any jurisdictions where the parties to the ND Business Combination Agreement have mutually determined merger control or competition law filings and/or notices to be necessary, as well as clearances from relevant authorities under foreign direct investment regimes in any jurisdictions where the parties to the ND Business Combination Agreement have mutually determined foreign direct investment filings and/or notices to be necessary. The governmental and regulatory agencies from which Rumble and Northern Data will seek these approvals and clearances have broad discretion in administering the applicable governing regulations. As a condition to their approval of the transactions contemplated by the ND Business Combination Agreement, those agencies may impose requirements, limitations, or costs, or require divestitures or place restrictions on the conduct of Rumble’s and Northern Data’s respective businesses. Pursuant to the ND Business Combination Agreement, Rumble and Northern Data will cooperate with each other, to the extent legally permissible, in all respects in connection with any additional submission, investigation, or inquiry, and supply to any competent authority as promptly as reasonably practicable any additional information requested pursuant to any applicable law and take all other procedural actions (other than offering remedies to mitigate competition concerns by a competent authority) required in order to obtain any necessary clearance or to cause any applicable waiting periods to commence and expire. No assurance can be given that the required approvals and clearances will be obtained or that the required conditions to the Exchange Offer will be satisfied, and, even if all required approvals and clearances are obtained and the conditions to the Exchange Offer are satisfied, no assurance can be given as to the terms, conditions, and timing of the approvals. If the Regulatory Conditions are not satisfied by the End Date (or, if permissible, waived), the Exchange Offer will terminate, settlement of the offer will not occur, and the ND Business Combination will not be completed. Any delay in the completion of the ND Business Combination for regulatory reasons could diminish the anticipated benefits of the ND Business Combination or result in additional transaction costs.

Conditions imposed by regulatory agencies in connection with their approval or clearance of the ND Business Combination may require changes to the operations of Rumble or Northern Data, restrict their ability to operate in certain jurisdictions following the ND Business Combination, restrict the combination of Rumble’s and Northern Data’s operations in certain jurisdictions, or require other commitments regarding ongoing operations. Such conditions may also restrict Rumble’s or Northern Data’s ability to modify the operations of their businesses in response to changing circumstances for a period of time after completion of the ND Business Combination and the Exchange Offer or their ability to expend cash for other uses or otherwise have an adverse effect on the anticipated benefits of the ND Business Combination, thereby adversely impacting the business, financial condition, or results of operations of Rumble and Northern Data. Such conditions may also impose requirements that Rumble or Northern Data divest certain assets in order to obtain certain regulatory approvals, which may result in loss of value due to the loss of those assets or businesses or a sale of those assets or businesses at less than the desired price or under otherwise unfavorable conditions, in particular as a result of timing constraints and the limited universe of buyers acceptable to the regulatory authorities, especially in challenging market conditions. Any such actions could have a material adverse effect on the business, results of operations, financial condition, and prospects of Rumble and substantially reduce or eliminate the advantages which Rumble and Northern Data expect to achieve from the ND Business Combination.

The prices of our Class A Common Shares may be adversely affected if the ND Business Combination is not completed.

If the ND Business Combination is not completed, the market price of our Class A Common Shares may decline for various reasons, including to the extent that the current market prices of our Class A Common Shares reflect a market premium based on the assumption that the ND Business Combination will be completed.

If the number of Northern Data Shares held directly by Rumble reaches or exceeds 90% or 95% of Northern Data’s share capital, Rumble may, in its sole discretion, elect to carry out a squeeze-out of minority holders of Northern Data Shares.

After the settlement of the Exchange Offer, Rumble will consider, if it has reached the necessary thresholds, carrying out a squeeze-out of the remaining Northern Data Shareholders. A squeeze-out transaction may be effected in two ways: (i) a cash merger squeeze-out pursuant to Sections 62(1) and 62(5) of the German Transformation Act (Umwandlungsgesetz), if Rumble holds at least 90% of Northern Data’s share capital, excluding treasury shares and shares held for the account of Rumble; or (ii) a corporate squeeze-out pursuant to Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz), if Rumble holds at least 95% of Northern Data’s share capital, excluding treasury shares and shares held for the account of Rumble. In the event of a cash merger squeeze-out or a corporate squeeze-out, shares of Northern Data Shareholders who did not tender their shares in the Exchange Offer will automatically be converted into the right to receive adequate cash compensation. In a squeeze-out transaction, Rumble will determine the adequate compensation. In general, the compensation must not be less than the volume-weighted average share price of Northern Data Shares for the three-month period prior to the announcement of Rumble’s intention to effect such squeeze-out transaction. Following the approval of a cash merger squeeze-out or a corporate squeeze-out by a shareholder meeting of Northern Data and its registration with the competent commercial register, each remaining minority shareholder of Northern Data may review such determination in court pursuant to the German Appraisal Proceedings Act (Spruchverfahrensgesetz). The amount of compensation paid for Northern Data Shares in an appraisal proceeding, if any, may be higher or lower than, or equal to, our Class A Common Shares and the cash consideration amount (if any) offered in the Exchange Offer. If Rumble is unable to complete a squeeze-out, the remaining Northern Data Shareholders will continue to be entitled to all ordinary shareholder rights (except for annual dividends in the case of a domination and profit and loss transfer agreement, which, however, will not be implemented for a period of three years after the closing of the Exchange Offer).

Following the completion of the ND Business Combination, Northern Data will be indirectly majority owned by Rumble and the management board of Northern Data will continue to manage Northern Data independently in accordance with and within the framework of German law.

Following the completion of the ND Business Combination, Northern Data will be indirectly majority-owned by Rumble and, thus, become a dependent company of Rumble within the meaning of Section 17 of the German Stock Corporation Act (Aktiengesetz). The legal framework for this dependency between Rumble and Northern Data is, subject to other applicable law, set forth in Sections 311 et seq. of the German Stock Corporation Act (Aktiengesetz). Under this framework, until such time as BidCo is able to complete a squeeze out, Rumble, through its wholly-owned indirect subsidiary, Bidco, may be unable to initiate certain transactions or measures that are disadvantageous to Northern Data, unless Rumble provides adequate compensation to Northern Data. If the disadvantage caused by any such transaction or other measure cannot be assessed or compensated, Rumble will be unable to initiate such transaction or measure, which may preclude Rumble from implementing certain transactions related to the integration of Northern Data into the combined group, which could adversely affect the business of, or harm the results of operations, financial condition or cash flows of Rumble and the combined company.

The announcement and pendency of the ND Business Combination, during which Northern Data is subject to certain operating restrictions, could have an adverse effect on Rumble and Northern Data’s businesses, cash flows, financial condition, and results of operations.

The announcement and pendency of the ND Business Combination could disrupt Rumble’s and Northern Data’s businesses, and uncertainty about the effect of the ND Business Combination may have an adverse effect on Rumble and Northern Data. These uncertainties could cause suppliers, vendors, partners, customers, and others that deal with Rumble and Northern Data to defer entering into contracts with, or making other decisions concerning Rumble and Northern Data or to seek to change or cancel existing business relationships with the companies. In addition, Rumble’s and Northern Data’s employees may experience uncertainty regarding their roles after the ND Business Combination. Employees may depart either before or after the completion of the ND Business Combination because of uncertainty and issues relating to the difficulty of coordination or because of a desire not to remain following the ND Business Combination. Therefore, the pendency of the ND Business Combination may adversely affect Rumble’s and Northern Data’s ability to retain, recruit, and motivate key personnel. Additionally, the attention of Rumble’s and Northern Data’s management may be directed towards the completion of the ND Business Combination, including obtaining regulatory approvals, and may be diverted from the day-to-day business operations of Rumble and Northern Data. Matters related to the ND Business Combination may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Rumble and Northern Data. Additionally, the ND Business Combination Agreement contains interim operating covenants requiring Northern Data to refrain from taking certain specified actions while the ND Business Combination is pending, such as significant investments or disposals. These restrictions may prevent Northern Data from pursuing otherwise attractive business opportunities or capital structure alternatives and from executing certain business strategies prior to the completion of the ND Business Combination. Further, the ND Business Combination may give rise to potential liabilities, including those that may result from pending and future stockholder lawsuits relating to the ND Business Combination. Any of these matters could adversely affect the businesses of, or harm the results of operations, financial condition, or cash flows of Rumble and Northern Data.

Further, certain adverse changes in the business of Northern Data or Rumble in the period prior to the closing of the ND Business Combination may occur that would not result in Rumble or Northern Data having the right to terminate the ND Business Combination Agreement or the Exchange Offer. If adverse changes occur but Rumble and Northern Data are still required to complete the ND Business Combination, the market value of our Class A Common Shares or Northern Data Shares may decrease. If the ND Business Combination is not completed, these risks may still materialize and adversely affect the business and financial results of Rumble and/or Northern Data or the market prices of our Class A Common Shares or the Northern Data Shares.

Negative publicity related to the ND Business Combination may adversely affect Rumble and Northern Data.

From time to time, political and public sentiment in connection with the ND Business Combination may result in significant adverse press coverage and other adverse public statements affecting the parties to the ND Business Combination. Adverse press coverage and public statements, whether or not driven by political or popular sentiment, may also result in legal claims or in investigations by regulators, legislators and law enforcement officials. Responding to these investigations and lawsuits, regardless of the ultimate outcome of the proceedings, could divert the time and effort of senior management from operating their businesses. Addressing any adverse publicity, governmental scrutiny or enforcement, or other legal proceedings could be time-consuming and expensive and, regardless of the factual basis for the assertions being made, could have a negative impact on the reputation of Rumble and Northern Data, on the morale and performance of their employees and on their relationships with regulators, suppliers, and customers. It may also have a negative impact on their ability to take timely advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on Rumble’s and Northern Data’s respective business and cash flows, financial condition, and results of operations.

Certain of the directors, board members, and executive officers of Rumble and Northern Data may have interests in the ND Business Combination that may be different from, or in addition to, those of Rumble Stockholders and Northern Data Shareholders, respectively.

Certain of the directors and executive officers of Rumble and certain members of Northern Data’s management board and supervisory board may have interests in the ND Business Combination that may be different from, or in addition to, the interests of the stockholders of Rumble (“Rumble Stockholders”) and Northern Data Shareholders, respectively. In the case of Rumble’s directors and executive officers, these interests include the continued service of such directors and executive officers following the closing of the ND Business Combination and the indemnification of such directors and executive officers. Rumble’s directors and executive officers also own Rumble voting securities. In the case of the Northern Data’s management board members and supervisory board members, these interests may include the continued service of such management board members following the closing of the ND Business Combination as well as the sale of Northern Data Shares in exchange for our Class A Common Shares at the Exchange Ratio or the opportunity to tender their Northern Data Shares into the Exchange Offer by the Northern Data’s management board members and certain supervisory board members.

The Board of Rumble and the management board and supervisory boards of Northern Data were aware of and have considered these interests (to the extent that they existed at the time), among other matters, in evaluating and negotiating the ND Business Combination. We expect Northern Data’s management board and supervisory board will further consider these interests in connection with issuing their reasoned opinion that contains their recommendation to Northern Data Shareholders regarding acceptance of the Exchange Offer. These differing interests could result in terms that are less favorable to Rumble Stockholders and Northern Data Shareholders, including leading to increased costs and potential dilution.

Rumble and Northern Data will incur significant transaction fees and costs in connection with the ND Business Combination which costs could reduce profitability, increase net losses, and constrain liquidity.

Rumble and Northern Data expect to incur significant non-recurring implementation and restructuring costs associated with combining the operations of these two companies. In addition, Rumble and Northern Data will incur significant banking, legal, accounting, and other transaction fees and costs related to the ND Business Combination. Additional costs substantially in excess of currently anticipated costs may also be incurred in connection with the integration of the businesses of Rumble and Northern Data. These costs could reduce profitability, increase net losses, and constrain liquidity of the combined business.

Risks Relating to the Business of Rumble After Completion of the ND Business Combination

We may fail to realize the anticipated strategic and financial benefits sought from the ND Business Combination.

We may not realize all of the anticipated benefits of the ND Business Combination. The success of the ND Business Combination will depend on, among other things, our ability to combine our business with Northern Data’s business in a manner that facilitates growth.

We are seeking to successfully combine our business with Northern Data’s in a manner that permits the anticipated benefits to be realized and to achieve the anticipated growth without adversely affecting current revenues. These risks may be magnified because certain of the businesses of Northern Data represent new business lines for us in which we have little prior experience operating, and we may also fail to have access to sufficient capital to maintain and grow the acquired business as planned.

In addition, the actual integration of Rumble and Northern Data will involve complex operational, technological, and personnel-related challenges. This process will be time-consuming and expensive, and it may be disruptive to the combined businesses. We may not realize all of the anticipated benefits of the ND Business Combination. Difficulties in the integration of the businesses, which may result in significant costs and delays, include:

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managing a significantly larger company;

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aligning and executing the strategy of the combined company;

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coordinating corporate and administrative infrastructures and aligning insurance coverage;

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coordinating accounting, information technology, communications, administration, and other systems;

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addressing possible differences in corporate cultures and management philosophies;

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coordinating the compliance program and creating uniform standards, controls, procedures, and policies;

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difficulties in integrating employees and teams of the respective businesses, and attracting and retaining key personnel;

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unforeseen and unexpected liabilities related to the ND Business Combination or our business;

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managing tax costs or inefficiencies associated with integrating the operations of the combined company;

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identifying and eliminating redundant and underperforming functions and assets;

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effecting actions that may be required in connection with obtaining regulatory approvals; and

●

a deterioration of credit ratings.

In addition, the growth strategy of the combined business may require a significant amount of debt financing, which may be available on unfavorable terms, if at all, and there could be risks relating to the ability of the combined business to service any such debt obligations.

These and other factors could result in increased costs and diversion of management’s time and energy, as well as decreases in the amount of expected revenue and earnings, which could materially impact our business, financial condition, and results of operations. The integration process and other disruptions resulting from the ND Business Combination may also adversely affect our relationships with employees, suppliers, customers, distributors, licensors, and others with whom Rumble and Northern Data have business or other dealings, and the difficulties in integrating the businesses of Rumble and Northern Data could harm the reputation of the combined company.

If the combined company is not able to successfully combine the businesses of Rumble and Northern Data in an efficient, cost-effective, and timely manner, the anticipated benefits and cost savings of the ND Business Combination may not be realized fully, or at all, or may take longer to realize than expected.

A combined Rumble and Northern Data may experience a loss of customers or may fail to win new customers in certain countries.

Following the ND Business Combination, third parties with whom Rumble or Northern Data had relationships prior to the announcement of the ND Business Combination may terminate or otherwise reduce the scope of their relationship with either party in anticipation or after the completion of the ND Business Combination. In addition, the combined company may face difficulties in acquiring new customers in certain countries. Any such loss of business or the inability to win new customers could limit the combined company’s ability to achieve the anticipated benefits of the ND Business Combination. Such risks could also be exacerbated by a delay in the settlement of the Exchange Offer and the ND Business Combination.

The combined company may be unable to retain and motivate Rumble and/or Northern Data personnel successfully.

The success of the ND Business Combination will depend, in part, on the combined company’s ability to retain the talents and dedication of key employees, including key decision-makers, currently employed by Rumble and Northern Data. Such employees may decide not to remain with Rumble and Northern Data, as applicable, while the ND Business Combination is pending or with the combined company after the ND Business Combination is completed. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Rumble and Northern Data to hiring suitable replacements, all of which may cause Rumble’s business to deteriorate. Rumble and Northern Data may not be able to locate suitable replacements for any key employees who leave either company, or offer employment to potential replacements on reasonable terms. In addition, Rumble and Northern Data may not be able to motivate certain key employees following the completion of the ND Business Combination due to organizational changes, reassignments of responsibilities, the perceived lack of appropriate opportunities for advancement or other reasons. If the combined company fails to successfully retain and motivate the employees of Rumble and/or Northern Data, relevant capabilities and expertise may be lost, which may have an adverse effect on the cash flows, financial condition and results of operations of Rumble and Northern Data.

Our stockholders will experience immediate dilution as a consequence of the issuance of our Class A Common Shares pursuant to the Exchange Offer and the other transactions contemplated by the ND Business Combination Agreement, which could reduce the market price of our Class A Common Shares.

Pursuant to the Exchange Offer and the related purchases pursuant to the Transaction Support Agreements, a significant number of our Class A Common Shares will be issued to Northern Data Shareholders in connection with the ND Business Combination. Therefore, Rumble Stockholders will experience immediate dilution upon consummation of the ND Business Combination. This dilution could reduce the market price of our Class A Common Shares.

We may require additional capital to support our growth strategy or operations, and such financing may not be available on acceptable terms or at all.

To execute our growth strategy, we may need to raise additional capital in the future. Our ability to secure financing will depend on various factors, including market conditions, interest rates, investor sentiment toward Rumble’s industry, and Rumble’s operating performance and financial condition at the time of the financing.

We may seek additional funds through public or private equity offerings, debt financings, asset-backed lending, or strategic partnerships. However, such financing may not be available to Rumble on commercially reasonable terms, or at all. If Rumble raises funds through the issuance of equity or convertible securities, our existing stockholders could experience dilution, and any new securities may have rights, preferences, or privileges senior to those of our Class A Common Shares. If we raise funds through debt financing, we may incur significant interest obligations and be subject to restrictive covenants that could limit our operational flexibility. Moreover, reliance on outside capital increases our exposure to macroeconomic volatility, including tightening credit conditions, higher interest rates, or disruptions in financial markets. If we are unable to obtain adequate financing when needed, or if we are forced to do so under unfavorable terms, we may be unable to invest in critical initiatives, respond to competitive pressures, or scale our operations in line with demand. Any failure to secure sufficient capital to support our growth could delay or prevent the execution of our strategic objectives and materially and adversely affect our business, financial condition, and prospects.

We have no history of, and limited experience in, operating a cloud computing and data center business.

We have no history of, and limited experience in, providing GPUs-as-a-service and operating data center infrastructure of the type operated by Northern Data. Our operations, earnings, and ultimate financial success could suffer due to our management’s limited experience in this industry. Our management’s decisions and choices may not take into account standard industry best practices. Following the ND Business Combination, we may face the risks inherent in establishing and scaling an AI infrastructure and cloud services platform, including site development, power availability, and supply chain constraints, and we may not successfully integrate or profitably commercialize these services.

Tether holds, and will hold following the ND Business Combination, significant voting power in Rumble and will also be a lender to Northern Data. Accordingly, Tether may have interests in addition to or different from the interests of other Rumble Stockholders and may use its voting power, or its rights as a lender to Northern Data, to advance such interests.

As of the close of business on December 31, 2025, Tether owned approximately 7.4% of the voting power of Rumble’s outstanding capital stock and, if the ND Business Combination closed on December 31, 2025, Tether would own approximately 9.9% of the voting power of Rumble (after giving effect to certain voting limitation). Additionally, Tether will, upon the closing of the ND Business Combination, be a lender to Rumble NODE Holdco, a wholly owned subsidiary of Rumble, and Rumble NODE Holdco’s subsidiaries, including Northern Data. Tether may have interests that may be different from, or in addition to, the interests of Rumble Stockholders and Northern Data Shareholders, respectively. We cannot provide any assurances as to how Tether will vote its Rumble Class A Common Shares in future votes of Rumble Stockholders or whether Tether will vote its Rumble Class A Common Shares in pursuit of interests that align with the interests of other Rumble Stockholders.

Following the ND Business Combination, Rumble will continue to be controlled by one principal stockholder.

Rumble is controlled by Mr. Pavlovski, who is the CEO and Chairman of Rumble. He will continue to serve as CEO and Chairman of Rumble following the consummation of the ND Business Combination. Mr. Pavlovski was able to exercise approximately 83% of the voting power of Rumble’s outstanding capital stock as of December 1, 2025. Following the ND Business Combination, it is anticipated that Mr. Pavlovski will continue to exercise a substantial majority of the voting power of Rumble’s outstanding capital stock and that it will be difficult for a third party to acquire Rumble without Mr. Pavlovski’s approval, even if doing so may be in the best interest of Rumble Stockholders.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

The success of our business operations depends on the security, confidentiality, integrity and availability, of confidential and sensitive information. Such information includes personal information that we collect and process on our own and using systems and platforms provided by our vendors and other third parties on which we rely. Consequently, we maintain a data protection program, which includes physical, technical, and administrative safeguards, designed to identify, prevent, and mitigate the risks posed by cybersecurity threats, and to identify, analyze, address, mitigate and remediate any cybersecurity incidents that may happen in an efficient and timely manner. As part of our program:

●

We have implemented and maintain our policies, procedures and processes (PPP) related to the functioning of information technology within the company. The PPP are custom-tailored for the specific needs of the company – such as the nature and scale of the personal information that we collect and process – and incorporate controls and frameworks set forth by organizations such as the National Institute of Standards and Technology and the International Organization for Standardization. Our internal Risk Management Committee, described below, reviews our PPP at least annually to assure continuing relevance and effectiveness.

● We maintain a dedicated, fully staffed and qualified Information Security team that reports to the office of the Chief Technology Officer (CTO) and is currently led by the ~~Director~~Chief of Information Security Officer (~~InfoSec~~CISO). Combined, these individuals have more than 50 years of experience related to corporate information security governance, data and network security, data governance, risk management, and overall secure practices involved with InfoSec.

●

We have implemented a risk management process and formed a Risk Management Committee, which consists of members of our management team, including members with technical expertise, to identify, evaluate and categorize any potential InfoSec risks.

●

We perform vulnerability testing and penetration testing at routine intervals to assure that our InfoSec posture remains vigilant.

●

We utilize and maintain third-party security vendors, as necessary, to provide assistance with a variety of security efforts.

●

We are reviewing our security training protocols to ensure all employees received annual security training for all employees. This security training will be focused on overall InfoSec, privacy best practices, and review of company policies.

●

We have formed and maintain a 24/7 Security Operations Center (SOC)/Network Operations Center (NOC) that continually monitors our key systems and logs.

●

We have an incident response and escalation process that is designed to detect cyber incidents and react in an appropriate manner to reduce any related damage.

●

We conduct tabletop exercises related to business continuity planning and disaster recovery, as well as incident responses for our SOC/NOC Operations team

●

Our Board is regularly updated regarding the current state of InfoSec, its future roadmap, and any significant or material cybersecurity incidents.

Cybersecurity Governance

Our Board actively oversees our risk management activities and considers various risk topics throughout the year, including cybersecurity and information security risk management and controls. As part of its oversight function, the Board oversees the Company’s risk assessment and risk management policies, including related to cybersecurity and the data protection program, and performs an annual review and assessment of the primary operational and regulatory risks facing the Company, their relative magnitude and management’s plan for mitigating these risks.

As appropriate, our CTO and ~~Director~~CISO ~~of InfoSec~~ report to the Board on a broad range of topics, including any significant cybersecurity risks, the status of ongoing projects, future roadmap planning, updates to the company’s PPP, and other relevant updates to our InfoSec operations and stance. In addition, our Incident Response process is designed to ensure that the Board receives timely notifications and reports, particularly with respect to any material cybersecurity incident, so that they are aware of any material incident and can provide oversight and direction as part of the response and remediation process.

36Our senior management is responsible for assessing and managing the Company’s various exposures to risk, including those related to cybersecurity, on a day-to-day basis, including the identification of risks through an enterprise risk management framework and the creation of appropriate risk management programs and policies to address such risks. Our Risk Management Committee is responsible for assessing and categorizing any significant identifiable risks and presenting them to senior management in a timely manner along with recommendations on how to manage these identified risks. All potential risks are identified, quantified, and categorized in such a manner that they can be ranked and presented to senior management for appropriate disposition (such as avoidance, acceptance, mitigation, etc.). Our CTO and CISO have the primary responsibility for managing our cybersecurity program and efforts. We perform internal audits of our internal information technology controls and implementation, and we carry out a tabletop exercise at least once each year to determine our ability to respond to cybersecurity incidents in an effective and efficient manner.

Our senior management is responsible for assessing and managing the Company’s various exposures to risk, including those related to cybersecurity, on a day-to-day basis, including the identification of risks through an enterprise risk management framework and the creation of appropriate risk management programs and policies to address such risks. Our Risk Management Committee is responsible for assessing and categorizing any significant identifiable risks and presenting them to senior management in a timely manner along with recommendations on how to manage these identified risks. All potential risks are identified, quantified, and categorized in such a manner that they can be ranked and presented to senior management for appropriate disposition (such as avoidance, acceptance, mitigation, etc.). Our CTO and Director of InfoSec have the primary responsibility for managing our cybersecurity program and efforts. We perform internal audits of our internal information technology controls and implementation, and we carry out a tabletop exercise at least once each year to determine our ability to respond to cybersecurity incidents in an effective and efficient manner.

Our information technology team have decades of operational experience both in private as well as classified government settings, advanced degrees in the information technology field from accredited universities, certifications within their areas of expertise (e.g., Certified Information Systems Security Professional (CISSP), Operating Systems Certifications, Network Engineering certifications, etc.).

Item 2. Properties

We are headquartered in Longboat Key, Florida, and maintain offices in both the United States and Canada. Some of our employees work remotely. All of our facilities are leased. We believe that our current facilities are adequate to meet our current needs. We intend to procure additional space in the future as we continue to add employees and expand geographically. We also believe that, if we require additional space, we will be able to lease additional facilities on commercially reasonable terms.

Item 3. Legal Proceedings

We are, and from time to time may become, involved in various legal proceedings arising in the normal course of our business activities, such as copyright infringement and tort claims arising from user-uploaded content, patent infringement claims, breach of contract claims, government demands, putative class actions based upon consumer protection or privacy laws and other matters. The amounts that may be recovered in such matters may be subject to insurance coverage.

In January 2021, we filed an antitrust lawsuit against Google in the U.S. District Court for the Northern District of California, alleging that Google unlawfully gives an advantage to its YouTube platform over Rumble in search engine results and in the mobile phone market. InThe ~~June~~court ~~2021,~~heard ~~Google filed~~arguments aon ~~partial~~Google’s motion tofor ~~dismiss~~summary ~~the~~judgment ~~lawsuit~~in ~~and~~February a2025. ~~motion~~The totrial ~~strike;~~was inscheduled for July ~~2022~~7, 2025. On May 21, 2025, the court ~~denied~~ granted Google’s motion for summary judgment on statute of limitations grounds and dismissed the case. ~~Discovery~~The Company has ~~concluded,~~filed a notice of ~~and~~appeal to the ~~court~~U.S. ~~heard~~Court ~~argument~~of Appeals for the Ninth Circuit. The Company’s appeal brief was filed on September 10, 2025. Google’s opposition ~~motion~~brief ~~for~~was ~~summary~~filed ~~judgment~~on inNovember ~~February~~10, 2025. ~~Trial~~and the Company’s reply was ~~scheduled~~filed ~~for~~on ~~May~~December 1, 2025. In addition, ~~but~~on ~~has~~November ~~been~~12, ~~moved~~2025, the Company filed a notice of motion for an indicative ruling on a request for recusal and reassignment on the grounds that the District Court’s impartiality might reasonably be questioned in light of newly discovered facts. The District Court deferred to ~~July~~rule 7on that motion, ~~2025~~leaving it to the Ninth Circuit Court of Appeals to render its determination.

In addition, in May 2024, we filed a second antitrust lawsuit against Google in the U.S. District Court for the Northern District of California related to Google’s monopolization of the online advertising market. This lawsuit is separate and distinct from the self-preferencing lawsuit filed in January 2021. In August 2024, we filed an amended complaint, and in September 2024, Google filed a motion to dismiss. In December 2024, the U.S. Judicial Panel on Multidistrict Litigation (JPML) transferred the case to the existing proceeding, In re: Google Digital Advertising ~~Antitrust~~ Antitrust Litigation (JPML No. 3010). After common questions of ~~facts~~fact are resolved in the Multidistrict Litigation proceeding, ~~its~~ this case would be transferred back to the Northern District of California for trial. A second amended ~~compliant~~complaint ~~will~~was befiled in April 2025. Google sought leave to file a motion to dismiss, which motion was filed ~~during~~on ~~the~~August ~~week~~1, 2025. The Company’s response to such motion to dismiss was filed ofon ~~March~~October 243, 2025. In January 2026, the Court granted in part and denied in part Google’s motion. The case is ongoing.

In January 2022, we ~~received~~ received notification of a lawsuit filed by Kosmayer Investment Inc. (“KII”) against Rumble and Mr. Pavlovski in the Ontario Superior Court of Justice, alleging fraudulent misrepresentation in connection with KII’s decision to redeem its shares of Rumble in August 2020. KII is seeking rescission of such redemption such that, following such rescission, KII would own 20% of the issued and outstanding shares of Rumble or, in the alternative, damages for the lost value of the redeemed shares, which KII has alleged to be worth $USD 419.0 million (based on the value ascribed to ~~the~~our ~~shares~~Class ofA ~~Rumble~~Common Shares in the ~~Business~~ND Business Combination), together with other damages including punitive damages and costs. ~~The case is currently in discovery.~~ Although we believe that the allegations are meritless and intend to vigorously defend against them, the result or impact of such claims is uncertain, and could result in, among other things, damages, and/or awards of attorneys’ fees or expenses. ~~Mediation~~A ismediation ~~scheduled~~session ~~for~~was held in April 142025. No settlement was reached. The Company filed its third amended complaint on January 30, ~~2025~~2026. The case remains in discovery.

37Along with co-plaintiff Eugene Volokh, in December 2022, we filed a lawsuit in the U.S. District Court for the Southern District of New York to block the enforcement of New York State’s Social Media Law. In February 2023, the court granted our motion for a preliminary injunction, halting enforcement of the law. The New York Attorney General appealed that decision to the U.S. Court of Appeals for the Second Circuit. In a 2-1 decision, the court held that if the law were interpreted in accordance with the Company’s position, it would be unconstitutional; that said, they believe a different interpretation of the law is possible and have certified the questions to the state high court to interpret the law, putting off a federal appellate ruling on constitutionality. The Company’s brief was filed with the State of New York Court of Appeals on February 4, 2026. The injunction remains in place while the state court reviews.

~~Along~~In ~~with~~October ~~co-plaintiff~~2024, ~~Eugene~~plaintiff ~~Volokh,~~David inStebbins ~~December 2022, we~~ filed a lawsuit in the U.S. District Court for the ~~Southern~~ District of ~~New~~Delaware ~~York~~naming toRumble ~~block~~and ~~the~~an ~~enforcement~~unaffiliated entity doing ofbusiness ~~New~~as ~~York~~“The ~~State’s~~Specter ~~Social~~Report” ~~Media~~as ~~Law~~defendants. InMr. ~~February~~Stebbins, ~~2023~~who is not represented by counsel, ~~the~~alleges ~~court~~six ~~granted~~counts ~~our~~of ~~motion~~copyright infringement ~~for~~and aone ~~preliminary~~count ~~injunction~~of slander and seeks injunctive relief and USD 900,000 ~~halting~~in ~~enforcement~~damages from Rumble. We have not yet been formally ofserved with the ~~law~~lawsuit and believe that the allegations are meritless. The ~~New~~court ~~York~~dismissed ~~Attorney~~the ~~General~~case ~~appealed~~against ~~that~~the ~~decision~~Company in May 2025. The plaintiff appealed to the U.S. Court of Appeals for the ~~Second~~Third Circuit~~; that appeal remains pending~~.

In November 2023, we filed a defamation lawsuit in the U.S. District Court for the Middle District of Florida against Nandini Jammi and Claire Atkin, co-founders of an organization that targets news outlets and platforms that do not adhere to their political worldview. The lawsuit seeks actual, presumed, and punitive damages against Jammi and Atkin for their defamatory statements about Rumble, in addition to all costs and fees associated with the case. We have also asked the court to prohibit the defendants from repeating their false statements. In May 2024, the defendants filed a motion to dismiss for failure to state a claim. The court held a hearing on that motion on November 7, 2024. Both parties filed motions for summary judgment. The defendants filed a notice to withdraw their consent to a joint motion to extend the case deadlines by six months and also withdrew their motion to dismiss. Rumble subsequently filed a motion to deny defendants’ motion for summary judgment.47

In ~~August~~November 2024, we filed an ~~antitrust~~a lawsuit against the California Attorney General and Secretary of State in the U.S. District Court for the ~~Northern~~Eastern District of ~~Texas~~California to ~~against~~enjoin the ~~World~~enforcement ~~Federation~~ of ~~Advertisers~~AB 2655, ~~WPP~~a ~~plc, and~~recently ~~GroupM~~enacted ~~Worldwide~~state ~~LLC~~law ~~alleging~~regulating aonline ~~conspiracy~~platforms. The law would require online platforms to ~~withhold~~receive ~~advertising~~reports ~~revenue~~about ~~from~~posts ~~Rumble~~related to elections, public officials, and ~~other~~candidates ~~digital~~for ~~media~~office ~~platforms~~that are deemed “materially deceptive”, then remove or label the content. ~~The~~Our lawsuit was consolidated with similar lawsuits filed by other affected online platforms and content ~~seeks~~creators, aand ~~declaration~~the ~~that~~state of California has agreed to enjoin the ~~defendants’~~enforcement ~~conduct~~of isthe ~~illegal,~~law aduring ~~permanent~~the ~~injunction~~initial ~~against~~phases of the ~~conduct,~~litigation. ~~damages,~~The plaintiffs’ ~~interest~~summary judgment motions were filed on March 7, ~~and~~2025. A further stay of enforcement was issued by the court through ~~legal~~October ~~fees~~25, ~~among~~2025. ~~other~~The ~~relief.~~summary Injudgment ~~September~~hearing ~~2024~~took place on August 5, we2025. ~~filed~~The anjudge ~~amended~~granted ~~complaint,~~our ~~which~~summary ~~added~~judgment ~~Diageo~~motion ~~plc~~from asthe bench. He ruled that Section 230 preempted all of AB 2655 and subsequently issued a ~~defendant~~permanent injunction against the enforcement of AB2655. The ~~defendants’~~ ~~filed~~state aof ~~motion~~California tofiled ~~dismiss~~its appeal brief on ~~February~~January 2112, ~~2025~~2026. ~~Rumble~~The Company’s answer iswill ~~due~~be filed on ~~April~~March 1511, ~~2025~~2026.

In ~~October~~February ~~2024~~2025, ~~plaintiff~~we filed ~~David~~a ~~Stebbins~~complaint ~~filed~~and a ~~lawsuit~~request for a Temporary Restraining Order (“TRO”) in the U.S. District Court for the Middle District of Florida ~~Delaware~~against ~~naming~~Brazilian ~~Rumble~~Supreme ~~Inc.~~Court ~~and~~Justice anAlexandre ~~unaffiliated~~de ~~entity~~Moraes ~~doing business~~related asto ~~“The~~content ~~Specter~~blocking ~~Report”~~orders asissued ~~defendants.~~by Mrhim against Rumble. ~~Stebbins~~The court denied, ~~who~~without isprejudice, ~~not~~Rumble’s ~~represented~~motion byfor ~~counsel,~~a ~~alleges~~TRO ~~six~~on ~~counts~~the ofgrounds ~~copyright~~that the matter was not ripe for judicial review. The ~~infringement~~court ~~and~~noted ~~one~~that ~~count~~Justice ofMoraes’s ~~slander~~pronouncements and ~~seeks~~directives ~~injunctive~~had ~~relief~~not been properly served on Rumble, that Rumble was not obligated to comply with such pronouncements and ~~$900~~directives,~~000~~ inand ~~damages~~that ~~from~~no ~~Rumble~~U.S. Weentity ~~have~~was ~~not~~required ~~yet~~to ~~been~~enforce ~~formally~~them. ~~served~~We filed an amended complaint ~~with~~on June 6, 2025. We filed a request to supplement the ~~lawsuit~~amended complaint on July 13, 2025 in response to a new illegal blocking order from Justice Moraes and ~~believe~~filed ~~that~~a further amended complaint on July 16, 2025, which the ~~allegations~~Company ~~are~~attempted ~~meritless~~to serve via the Hague Service Convention. The Company filed a motion for alternative service on February 2, 2026.

In ~~November~~April ~~2024~~2025, wealong ~~filed a~~with ~~lawsuit~~Rebel ~~against~~News, ~~the~~we ~~California~~filed ~~Attorney~~a ~~General~~lawsuit ~~and Secretary of State~~ in the ~~U.S.~~Ontario Superior ~~District~~ Court ~~for the Eastern District~~ of ~~California to~~Justice ~~enjoin~~against ~~the enforcement of AB 2655~~Canada, aCanada ~~recently~~Lands ~~enacted state law regulating online platforms. The law would require online platforms to receive reports about posts related to elections~~Company, ~~public~~et ~~officials,~~al ~~and~~alleging ~~candidates for office~~ that ~~are deemed “materially deceptive,” then remove or label~~ the ~~content.~~defendants ~~Our~~tried ~~lawsuit~~to ~~was~~block ~~consolidated~~two ~~with~~lawful ~~similar lawsuits filed by other affected online platforms~~ and ~~content~~peaceful ~~creators,~~public ~~and~~gatherings ~~the~~celebrating ~~state~~free ofspeech ~~California~~in ~~has agreed to enjoin~~ the ~~enforcement~~Toronto ofarea ~~the~~in ~~law~~2024. ~~during~~Certain ~~the~~parties ~~initial~~have ~~phases~~been ofremoved from the ~~litigation~~action. The ~~plaintiffs’~~ ~~summary~~case ~~judgment motions were filed on March 7, 2025~~is ongoing.

In ~~February~~June 2025, ~~Rumble~~we ~~filed~~were served with a ~~complaint~~lawsuit ~~and~~from aan ~~request~~individual ~~for~~named Michael Goldstein, alleging that the Company violated the California Invasion of Privacy Act by improperly disclosing personally identifiable information by way of the Facebook Pixel. The case was brought in a ~~Temporary~~California ~~Restraining~~state ~~Order~~court. The ~~(“TRO”)~~case was moved to federal court in the U.S. District Court for the ~~Middle~~Central District of ~~Florida~~ ~~against~~California. ~~Brazilian~~The ~~Supreme~~Company ~~Court~~filed ~~Justice~~a ~~Alexandre~~motion ~~de Moraes related~~ to ~~content~~dismiss on ~~blocking~~August ~~orders~~18, ~~issued~~2025. byThe ~~him~~plaintiff ~~against~~responded ~~Rumble.~~on ~~The court~~September ~~denied~~18, ~~without prejudice~~2025, ~~Rumble’s~~to ~~motion~~which ~~for~~the aCompany ~~TRO~~replied on ~~the~~October ~~grounds~~9, ~~that~~2025. ~~the~~On ~~matter~~November ~~was~~6, ~~not ripe for judicial review. The~~2025, ~~court~~the ~~noted~~Court ~~that~~granted ~~Justice~~the ~~Moraes~~Company’s ~~pronouncements~~Motion ~~and~~to ~~directives~~Dismiss, ~~had~~with ~~not~~leave ~~been~~to ~~properly~~amend. ~~served~~On onDecember ~~Rumble~~5, ~~that~~2025, ~~Rumble~~the ~~was~~Plaintiff ~~not~~filed ~~obligated~~his amended complaint. toThe ~~comply~~Company ~~with~~filed ~~such~~its ~~pronouncements~~Motion ~~and~~to ~~directives,~~Dismiss ~~and~~on ~~that~~January no26, U2026.S. ~~entity~~As ~~was~~with ~~required~~prior toprivacy-related ~~enforce~~lawsuits, ~~them~~we believe that the plaintiff’s allegations are meritless.

Item 4. Mine Safety Disclosures

Not Applicable.

3848

Part II

Market Information

Our Class A Common Stock and Warrants are listed on ~~The~~ Nasdaq ~~Global Market~~ under the symbols “RUM” and “RUMBW”, respectively.

Holders of Record

As of March 201, ~~2025~~2026, there were (i) ~~170~~157 shareholders of record of our Class A Common Stock, (ii) 9 shareholders of record of our Class C Common Stock, (iii) one shareholder of record of our Class D Common Stock and (iv) 1412 holders of record of our warrants to purchase our Common Stock. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders, whose shares and/or warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

We do not anticipate declaring or paying any cash dividends on our Class A Common Stock in the foreseeable future. It is presently intended that we will retain our earnings for use in business operations and, accordingly, it is not anticipated that our ~~board~~Board ~~of directors~~ will declare dividends in the foreseeable future.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings; Purchases of Equity Securities by the Issuer or Affiliated Purchaser

Not applicable

Stock Performance Graph

The following information in this Item 5 is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.

The SEC requires the Company to include a line graph presentation comparing cumulative five-year common stock returns, or in the case of Rumble, the date of the consummation of the ND Business Combination, with a broad-based stock index and either a nationally recognized industry index or an index of peer companies selected by the Company. The Company has chosen to use the Standard & Poor’s (“S&P”) 500 Index as the broad-based index. The S&P 500 Index was chosen as the Company does not believe any other published industry or line-of-business index adequately represents the current operations of the Company. The graph assumes a beginning investment of $100 on September 16, 2022, the date of the consummation of the ND Business Combination, and that all dividends are reinvested. We have never declared or paid cash dividends on on our common stock nor do we anticipate paying any such cash dividends in the foreseeable future.

3949

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the “Business” section and Rumble Inc.’s (“Rumble” or the “Company”) consolidated financial statements as of and for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 (“consolidated financial statements”) and other information included elsewhere in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Annual Report and those discussed in our other filings with the SEC. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period. Amounts are presented in U.S. dollars.

Overview

We are a high growth, video sharing and cloud services provider platform designed to help content creators manage, distribute, and monetize their content by connecting them with brands, publishers, and directly to their subscribers and followers. Our registered office is 444 Gulf of Mexico Drive, Longboat Key, Florida, 34228. Our shares of Class A common stock and warrants are traded on ~~The~~ Nasdaq ~~Global Market (“Nasdaq”)~~ under the symbols “RUM” and “RUMBW”, respectively.

Significant Events and Transactions

On ~~December~~February 207, ~~2024~~2025, ~~the Company announced that it had entered into a definitive agreement for a strategic investment of $775 million from~~ Tether, the largest company in the digital assets industry and the most widely used dollar stablecoin across the world ~~with more than 400 million users. As part of the transaction~~, ~~which closed on February 7, 2025, Tether~~ purchased 103,333,333 shares of Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to Rumble. As part of the closing of the transaction, the Company completed a tender offer to purchase 70,000,000 shares of its Class A Common Stock at a price of $7.50 per share ~~(the “Tender Offer”),~~ for a total of $525 million, excluding fees and expenses related to the ~~Tender~~tender ~~Offer~~offer. ~~The Company will use $250 million of the proceeds, less transaction expenses, to support growth initiatives.~~

40On November 10, 2025, the Company entered into the ND Business Combination Agreement. Subject to the satisfaction or waiver of the terms and conditions of the ND Business Combination Agreement, the Company will submit the Exchange Offer to all shareholders of Northern Data to acquire each Northern Data Share in exchange for certain shares of Class A Common Stock. Each Northern Data Share that is validly tendered and accepted for exchange will be exchanged for 2.0281 newly issued shares of our Class A Common Stock (with customary settlement mechanisms for fractional shares), subject to the satisfaction or waiver of the conditions to the Exchange Offer.

~~Refer~~Tether, toalong ~~Note~~with 11an affiliate of Northern Data’s current co-CEO (Aroosh Thillainathan) and another significant shareholder, ~~Derivative~~collectively holding approximately ~~Liability~~70% of the outstanding Northern Data Shares, have entered into the Transaction Support Agreements pursuant to ~~our~~which ~~consolidated~~they ~~financial~~will ~~statements~~exchange their ~~included~~Northern ~~elsewhere~~Data inShares ~~this~~at ~~Annual~~the ~~Report~~same Exchange Ratio contemporaneously with the closing of the Exchange Offer.

The launch of the Exchange Offer is expected to occur during the second quarter of 2026. The ND Business Combination is expected to close in the second quarter of 2026, subject to satisfaction of closing conditions and regulatory approvals.

Additionally, the Company has entered into a significant agreement with Tether, which includes an initial commitment by Tether to purchase up to $150 million of GPU services over a two-year period following the closing of the ND Business Combination.

The Company also announced a $100 million advertising commitment from Tether, representing $50 million per year over a two-year period beginning in the first quarter of 2026. This commitment is not contingent upon the completion of the ND Business Combination.

Revenues

We generate revenues ~~primarily~~ from Audience Monetization and Other Initiatives.

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. Advertising fees are generated 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 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.

Other Initiatives includes digital advertisements that are placed on Rumble’s network of third-party publisher websites or mobile applications; and cloud. Cloud includes consumption-based fees, subscriptions for infrastructure and professional services, and license agreements related to Rumble Player.

Refer to Note 2, Summary of Significant Accounting Policies, tounder ~~the~~“Item ~~consolidated~~8. ~~financial~~Financial ~~statements~~Statements and Supplementary Data.”

Expenses

Expenses primarily include cost of services, general and administrative, research and development, sales and marketing, acquisition-related transaction costs, amortization and depreciation, change in fair value of digital assets, and ~~changes~~change in fair value of contingent consideration. The most significant ~~component~~ components of our expenses on an ongoing basis are programming and content, service provider costs, and staffing-related costs.

We expect to continue to invest substantial resources to support our growth and anticipate that each of the following categories of expenses will increase in absolute dollar amounts for the foreseeable future.

Cost of Services (Exclusive of Amortization and Depreciation)

Cost of services consists of costs related to obtaining, supporting and hosting the Company’s product offerings. These costs primarily include:

●

Programming and content costs related to compensation to content providers, including share-based compensation, from whom video and other content are licensed. These costs are paid to these providers based on revenues generated, or in fixed amounts. In certain circumstances, we incur additional costs related to incentivizing top content creators to promote and join our platform; and

●

Other cost of services such as third-party service provider costs, including data center and networking, as well as payment processing fees and costs paid to publishers.

General and Administrative Expenses

General and administrative expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our executives and certain other employees. General and administrative expenses also include legal and professional fees, business insurance costs, operating lease costs and other costs. As a public company, we expect to continue to incur material costs related to compliance with applicable laws and regulations, including audit and accounting fees, legal, insurance, investor relations and other costs.

Research and Development Expenses

Research and development expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our employees on our engineering and development teams. Research and development expenses also include consultant fees related to our development activities to originate, develop and enhance our platforms.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our employees associated with our sales and marketing functions. Sales and marketing expenses also include consultant fees and direct marketing costs related to the promotion of our platforms and solutions. We expect our sales and marketing expenses to increase over time as we promote our platform and brand, increase marketing activities, and grow domestic and international operations.

Acquisition-Related Transaction Costs

Acquisition-related transaction costs consist of ~~transaction~~professional fees and other expenses ~~related~~incurred toin ~~acquisitions~~connection with acquisition-related initiatives.

Amortization and Depreciation

Amortization and depreciation represent the recognition of costs of assets used in operations, including property and equipment and intangible assets, over their estimated service lives.

Change in Fair Value of Digital Assets

Change in fair value of digital assets reflects gains or losses arising from the remeasurement of our bitcoin investment.

Change in Fair Value of Contingent Consideration

Certain contingent consideration associated with the Callin acquisition does not meet the criteria for equity classification, and must be recorded as a liability in accordance with guidance contained in ASC 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815-40”). Because the contingent consideration meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”), it is measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement (“ASC 820”), with any subsequent changes in fair value recognized in the consolidated ~~statement~~statements of operations in the ~~applicable~~ applicable period of change.

Non-Operating Income and Other Items

Interest Income

Interest income consists of interest earned on our cash, and cash equivalents,. ~~and marketable securities~~ We invest in highly liquid securities such as money market funds, treasury bills and term deposits.

Other Income (Expense)

Other income (expense) consists of of miscellaneous income earned and expenses incurred outside of the normal ~~company~~course ~~revenue~~of business as well as foreign exchange gains and losses ~~related to gains and losses~~ on transactions denominated in currencies other than the U.S. dollar.

Change in Fair Value of Warrant Liability

We account for our outstanding warrants in accordance with ASC 815-40, under which the warrants issued in connection with the ND Business Combination do not meet the ~~criteria~~ criteria for equity classification, and must be recorded as liabilities. As these warrants meet the definition of a liability under ASC 815, they are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, with any subsequent ~~changes~~ changes in fair value recognized in the consolidated ~~statement~~statements of operations in the applicable period of change.

Change in Fair Value of Derivative

The forward purchase contracts in connection with the Tether transaction do not meet the criteria for equity classification, and must be recorded as a liability in accordance with guidance contained in ASC 815-40~~, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815-40”)~~. Because the derivative meets the definition of a liability under ASC 815, ~~Derivatives and Hedging (“ASC 815”),~~ it is measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, ~~Fair Value Measurement (“ASC 820”),~~ with any subsequent changes in fair value recognized in the consolidated ~~statement~~statements of operations in the applicable period of change.

Income Tax Benefit (Expense)

Income tax benefit (expense) consists of the estimated federal, state, and foreign income taxes incurred in the U.S. and other jurisdictions in which we operate.

Key Business Metrics

To analyze our business performance, determine financial forecasts and help develop long-term strategic plans, we review the key business metrics described below.

Monthly Active Users ~~(“MAUs”)~~

We use MAUs as a measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis. MAUs represent the total web, mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base calculated from data provided by Google, a third-party analytics provider. Google defines “active users” as the “[n]umber of distinct users who visited your website or application.”1 We have used the Google analytics systems since we first began publicly reporting MAU statistics, and the resulting data have not been independently verified.

As of July 1, 2023, ~~Universal Analytics (“~~UA”), Google’s analytics platform on which we historically relied for calculating MAUs using company-set parameters, was phased out by Google and ceased processing data. At that time, ~~Google Analytics 4 (“~~GA4”) succeeded UA as Google’s next-generation analytics platform, which has been used to determine MAUs since the third quarter of 2023 and which we expect to continue to use to determine MAUs in future periods. Although Google has disclosed certain information regarding the transition to GA4,2 Google does not currently make available sufficient information relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs. Because Google has publicly stated that metrics in UA “may be more or less similar” to metrics in GA4, and that “[i]t is not unusual for there to be apparent discrepancies” between the two systems,3 we are unable to determine whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect, if any, on our reported MAUs. It is therefore possible that MAUs that we reported based on the UA methodology (“MAUs (UA)”) for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology (“MAUs (GA4)”) in subsequent periods.

MAUs (GA4) represent the total web, mobile app, and connected TV users of Rumble for each month,4 which allows us to measure our total user base calculated from data provided by Google.5 Connected TV users were not counted within MAUs within MAUs (UA) for periods prior to July 1, 2023, and we believe the number of such users was immaterial in those prior periods. We also believe that fewer than 1 million MAUs in the current period are from connected TV, making them similarly immaterial. Google’s parameters for measuring “active users” appear to exclude many, but not all, users who access content on Rumble through “embedded” videos on domains other than rumble.com, and we are unable to determine the exact number of users who access “embedded” content within our total number of MAUs. In addition, MAUs (GA4) may rely on statistical sampling and may be based on estimates of data that Google is missing “due to factors such as cookie consent.”653

1	Google, “[UA→GA4] Comparing Metrics: Google Analytics 4 vs. Universal Analytics, https://support.google.com/analytics/answer/11986666#zippy=%2Cin-this-article (last accessed Mar. 12, 2025) [hereinafter: “Google, Comparing Metrics.”] (providing the technical criteria Google uses to calculate active users).
2	Id.
3	Id.
4	During the measurement period, Rumble was available on the following connected TV systems: Roku, Android TV, Amazon Fire, LG, and Samsung TVs.
5	Google provides additional information on its definition of an “active user,” see Google, Comparing Metrics.
6	According to the GA4 dashboard, “[a]s of August 26, 2023, Analytics is estimating data that’s missing due to factors such as cookie consent.”

MAUs (GA4) represent the total web, mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base calculated from data provided by Google. Connected TV users were not counted within MAUs within MAUs (UA) for periods prior to July 1, 2023, and we believe the number of such users was immaterial in those prior periods. We also believe that fewer than 1 million MAUs in the current period are from connected TV, making them similarly immaterial. Google’s parameters for measuring “active users” appear to exclude many, but not all, users who access content on Rumble through “embedded” videos on domains other than rumble.com, and we are unable to determine the exact number of users who access “embedded” content within our total number of MAUs. In addition, MAUs (GA4) may rely on statistical sampling and may be based on estimates of data that Google is missing “due to factors such as cookie consent.”

As with our earlier MAU reporting, there is a potential for minor overlap in the resulting data due to users who access Rumble’s content through the web, our mobile apps, and connected TVs in a given measurement period; however, given that we believe this minor overlap to be immaterial, we do not separately track or report “unique users” as distinct from MAUs. Our reported MAUs have not historically included users of Locals, however, starting in mid-May 2024, Locals users began using Rumble’s single sign-on technology to access their account, which we expect will reduce the number of Locals users not included in our Rumble MAU reporting. We also do not separately report the number of users who register for accounts in any given period, which is different from MAUs.

Like many other major online platforms, we rely on significant paid advertising in order to attract users to our platform; however, we cannot be certain that all or substantially all activity that results from such advertising is genuine. Spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute to some amount of overstatement of our performance indicators, including reporting of MAUs by Google. We continually seek to improve our ability to estimate the total number of spam-generated users, and we eliminate material activity that is substantially likely to be spam from the calculation of our MAUs. We will not, however, succeed in identifying and removing all spam.

MAUs (GA4) were 6852 million on average in the fourth quarter of ~~2024~~2025, an increase of 111% from the third quarter of ~~2024~~2025. The increase inis ~~MAUs was~~ primarily ~~driven~~ byrelated ~~increased~~to ~~interest~~an ininitial ~~politics~~investment ~~during~~into ~~the~~international ~~final stretch of the U~~expansion.~~S. presidential election campaign, offset in part by reduced MAU activity during the December holiday season.~~

Average Revenue Per User (“ARPU”)

We use ARPU as a measure of our ability to monetize our user base. Quarterly ARPU is calculated as quarterly Audience Monetization revenue divided by MAUs for the relevant quarter (as reported by Google Analytics). ARPU does not include Other Initiatives revenue.

44ARPU was $0.46 in the fourth quarter of 2025, an increase of 2% from the third quarter of 2025. ARPU did not increase materially due to both audience monetization revenue and MAUs both increasing.

ARPU was $0.39 in the fourth quarter of 2024, an increase of 18% from the third quarter of 2024. The increase from the third quarter is attributable to higher advertising revenue and subscription revenue.

We regularly review, have adjusted in the past, and may in the future adjust our processes for calculating our key business metrics to improve their accuracy, including through the application of new data or technologies or product changes that may allow us to identify previously undetected spam activity. As a result of such adjustments, our key business metrics may not be comparable period-over-period.

Results of Operations

The following table sets forth our consolidated statements of operations for the years ended December 31, ~~2024~~2025 and ~~2023 and the dollar and percentage change between the two periods~~2024:

For the year ended December 31,	~~2024~~2025			~~2023~~2024			~~Variance ($)~~			~~Variance (%)~~
Revenues	$	95100,~~488~~622,~~190~~320		$	8095,~~963~~488,~~451~~190		$	~~14,524,739~~			18	%
Expenses
Cost of services (content, hosting and other)	$	~~138~~107,~~472~~383,~~266~~833		$	~~146~~138,~~156~~472,~~734~~266		$	~~(7,684,468~~	)		(5	)%
General and administrative		3648,~~646~~738,~~307~~522			3736,~~125~~646,~~296~~307			~~(478,989~~	)		(1	)%
Research and development		18,~~923~~743,~~319~~630			1518,~~721~~923,~~663~~319			~~3,201,656~~			20	%
Sales and marketing		1723,~~330~~892,~~925~~235			1317,~~427~~330,~~021~~925			~~3,903,904~~			29	%
Acquisition-related transaction costs		-13,303,532			~~1,151,318~~-			~~(1,151,318~~	)		~~(100~~	)%
Amortization and depreciation		1314,~~614~~564,~~587~~535			413,~~850~~614,~~812~~587			~~8,763,775~~			~~181~~	%
Changes in fair value of contingent consideration		1,354,357			(1,922,381	)		3,276,738			(170	)%
Change in fair value of digital assets		649,638			-
Total expenses		226,341,761			216,510,463			9,831,298			5	%
Change in fair value of contingent consideration		-			1,354,357
Loss from operations		(130,853,571	)		(135,547,012	)		4,693,441			(3	)%
Total expenses		227,275,925			226,341,761
Interest income		8,083,903			13,594,463			(5,510,560	)		(41	)%
Loss from operations		(126,653,605	)		(130,853,571	)
Other expense		(207,431	)		(125,511	)		(81,920	)		65	%
Interest income		10,419,139			8,083,903
Change in fair value of warrant liability		(32,694,697	)		2,365,895			(35,060,592	)		(1,482	)%
Other expense		(10,643	)		(207,431	)
Change in fair value of derivative		(184,699,998	)		-			(184,699,998	)		*NM
Change in fair value of warrant liability		24,781,975			(32,694,697	)
Loss before income taxes		(340,371,794	)		(119,712,165	)		(220,659,629	)		184	%
Change in fair value of derivative		9,700,000			(184,699,998	)
Income tax benefit		2,009,015			3,291,703			(1,282,688	)		(39	)%
Loss before income taxes		(81,763,134	)		(340,371,794	)
Net loss	$	(338,362,779	)	$	(116,420,462	)	$	(221,942,317	)		191	%
Income tax (expense) benefit		(67,228	)		2,009,015
Net loss	$	(81,830,362	)	$	(338,362,779	)

* NM- Percentage change not meaningful.55

Revenues

Revenues increased by $14.5 million to $95.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023, of which $10.3 million was attributable to an increase in Audience Monetization revenues and $4.2 million was attributable to higher Other Initiatives. The increase in Audience Monetization revenues was mainly due to higher revenue from subscriptions, tipping fees, licensing, platform hosting and advertising. The increase in Other Initiative revenue was mostly due to more advertising inventory being monetized by our publisher network and an increase in cloud services offered.

	Year Ended December 31,
	2025		2024		$ Change		% Change
Revenues	$	100,622,320	$	95,488,190	$	5,134,130		5	%

Revenues increased by $5.1 million to $100.6 million in the year ended December 31, 2025 compared to the year ended December 31, 2024, of which $3.0 million was attributable to an increase in Audience Monetization revenues, in addition to higher Other Initiatives revenues of $2.1 million. The increase in Audience Monetization revenues was driven by $14.0 million in higher subscription fees and $2.8 million from licensing, tipping fees, and platform hosting fees, offset by a $13.8 million decrease in advertising. We are continuing to see progress in the uptake of new brands, but we are still at the early stages of that process. The increase in Other Initiative revenue was due to a $1.2 million increase in cloud services offered and a $0.9 million increase in advertising inventory being monetized by our publisher network.

Cost of Services

Cost of services decreased by $7.7 million to $138.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was primarily due to a reduction in programming and content costs of $9.5 million, offset by an increase of $1.8 million in other cost of services including payment processing fees and costs paid to publishers.

	Year Ended December 31,
	2025		2024		$ Change			% Change
Cost of services (content, hosting and other)	$	107,383,833	$	138,472,266	$	(31,088,433	)		(22	)%

Cost of services decreased by $31.1 million to $107.4 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was primarily due to a reduction in programming and content costs of $33.9 million, offset by an increase in other costs of services of $2.8 million.

General and Administrative Expenses

General and administrative expenses decreased by $0.5 million to $36.6 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was mainly driven by a reduction in administrative expenses of $2.8 million and share-based compensation of $1.1 million, offset by an increase in payroll and related expenses of $3.4 million. The decrease of $2.8 million in administrative expenses was primarily due to lower expenses related to public company-related costs, legal, insurance, and other administrative services. The decrease in share-based compensation was related to the recognition of contingent shares issued in connection with the Callin acquisition that was accounted for as a post-combination expense as well as the expense of previously and newly granted restricted stock units and stock options for certain employees and executives.

	Year Ended December 31,
	2025		2024		$ Change		% Change
General and administrative	$	48,738,522	$	36,646,307	$	12,092,215		33	%

General and administrative expenses increased by $12.1 million to $48.7 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was due to an increase of $6.3 million in payroll and related expenses and $5.8 million in other administrative expenses. The increase in payroll and related expense is driven by: a one-time $4.8 million increase in compensation costs related to the departures of an executive and a director; a one-time $2.3 million increase in payroll taxes associated with stock options exercised related to the tender offer in the first quarter of 2025 stemming from the strategic investment from Tether; offset by a $0.8 million decrease in share-based compensation related to the recognition of contingent shares issued in connection with the Callin acquisition that were accounted for as a post-combination expense. The increase in other administrative expenses of $5.8 million was due to a rise in expenses related to public company-related costs, including legal, accounting, and other administrative services.

Research and Development Expenses

Research and development expenses increased by $3.2 million to $18.9 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was due to an increase of $2.7 million in payroll and related expenses, and an increase of $0.5 million in other expenses .

	Year Ended December 31,
	2025		2024		$ Change			% Change
Research and development	$	18,743,630	$	18,923,319	$	(179,689	)		(1	)%

Research and development expenses decreased by $0.2 million to $18.7 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease resulted from a $0.4 million reduction in costs associated with computer software, hardware, and other expenditures used in research and development-related activities, offset by an increase in payroll and related expenses of $0.2 million.

Sales and Marketing Expenses

Sales and marketing expenses increased by $3.9 million to $17.3 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was due to an increase of $2.7 million in payroll and related expenses, $0.4 million in consulting services, and $0.8 million in other marketing and public relations activities.

	Year Ended December 31,
	2025		2024		$ Change		% Change
Sales and marketing	$	23,892,235	$	17,330,925	$	6,561,310		38	%

Sales and marketing expenses increased by $6.6 million to $23.9 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was due to a rise in marketing and public relations activities of $5.5 million and an increase in payroll and related expenses of $1.5 million, offset by a reduction in consulting services of $0.4 million.

Acquisition-Related Transaction Costs

Acquisition-related transaction costs decreased by $1.2 million to $nil in the year ended December 31, 2024 compared to the year ended December 31, 2023. Acquisition-related transaction costs for the year ended December 31, 2023 consisted of transaction costs incurred related to acquisitions completed in 2023.

	Year Ended December 31,
	2025		2024		$ Change		% Change
Acquisition-related transaction costs	$	13,303,532	$	-	$	13,303,532	NM

NM – not meaningful

Acquisition-related transaction costs increased by $13.3 million to $13.3 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was driven by professional fees and other expenses incurred in connection with acquisition-related initiatives. These costs reflect the Company’s continued evaluation of strategic opportunities to support growth.

Amortization and Depreciation

Amortization and depreciation increased by $8.8 million to $13.6 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was due to an increase of $2.0 million from depreciation on our property and equipment as we continue to build out our infrastructure, as well as an increase in amortization from intangible assets of $6.8 million.

	Year Ended December 31,
	2025		2024		$ Change		% Change
Amortization and depreciation	$	14,564,535	$	13,614,587	$	949,948		7	%

46Amortization and depreciation increased by $0.9 million to $14.6 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was due to an increase of $0.5 million from depreciation on our property and equipment as we continue to build out our infrastructure, as well as an increase in amortization from intangible assets of $0.4 million.

Change in Fair Value of Digital Assets

	Year Ended December 31,
	2025		2024		$ Change		% Change
Change in fair value of digital assets	$	649,938	$	-	$	649,938		NM

NM – not meaningful

Change in fair value of digital assets expense increased by $0.6 million to $0.6 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. The change in fair value of digital assets reflects the remeasurement of our Bitcoin investment to its fair value at each reporting period. There were no investments in Bitcoin during the year ended December 31, 2024.

Change in Fair Value of Contingent Consideration

Change in fair value of contingent consideration increased by $3.3 million to $1.4 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The contingent consideration liability arose in connection with the Callin acquisition and the fair value of this contingent consideration was measured using the fair value of the expected number of shares to be issued and the Company’s share price at closing. The change in fair value of contingent consideration was directly attributable to changes in the Company’s share price since the closing and the probability of contingencies being met.

	Year Ended December 31,
	2025		2024		$ Change			% Change
Change in fair value of contingent consideration	$	-	$	1,354,357	$	(1,354,357	)		(100	)%

Change in fair value of contingent consideration decreased by $1.4 million to $nil in the year ended December 31, 2025 compared to the year ended December 31, 2024. The contingent consideration liability arose in connection with the Callin acquisition and the fair value of this contingent consideration was measured using the fair value of the expected number of shares to be issued and the Company’s share price at closing. The change in fair value of contingent consideration for the year ended December 31, 2024 was directly attributable to changes in the Company’s share price since the closing and the probability of contingencies being met. No comparable change occurred following the derecognition and reclassification of the contingent consideration to equity on May 15, 2024.

Interest Income

Interest income decreased by $5.5 million to $8.1 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was due to our reduced investment in money market funds, treasury bills, and term deposits.

	Year Ended December 31,
	2025		2024		$ Change		% Change
Interest income	$	10,419,139	$	8,083,903	$	2,335,236		29	%

Interest income increased by $2.3 million to $10.4 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was due to the Company’s investment in money market funds, treasury bills and term deposits.

Other Expense

Other expense increased by an immaterial amount in the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily due to lower foreign currency rate fluctuation as we maintained the majority of our cash balance in U.S. dollars, which is our functional currency, as of December 31, 2024.

	Year Ended December 31,
	2025			2024			$ Change		% Change
Other expense	$	(10,643	)	$	(207,431	)	$	196,788		(95	)%

Other expense decreased by $0.2 million to $10.6 thousand in the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was driven by higher foreign currency rate fluctuation as we maintained the majority of our cash balance in U.S. dollars, which is our functional currency, as of December 31, 2025.

Change in Fair Value of Warrant Liability

Change in fair value of warrant liability decreased by $35.1 million resulting in a loss of $32.7 million in the year ended December 31, 2024. The warrant liability arose in connection with the warrants offered as part of the Business Combination. As these warrants meet the classification of a financial liability in accordance with ASC 815-40, the related warrant liability is measured at its fair value, determined in accordance with ASC 820, at each reporting period. The fair value of this warrant liability was measured using the fair value of the Company’s warrants listed on the Nasdaq. The decrease in the change in fair value of warrant liability was directly attributable to changes in the trading price of Rumble’s warrants.

	Year Ended December 31,
	2025		2024			$ Change		% Change
Change in fair value of warrant liability	$	24,781,975	$	(32,694,697	)	$	57,476,672		(176	)%

Change in fair value of warrant liability increased by $57.5 million, resulting in a gain of $24.8 million in the year ended December 31, 2025. The warrant liability arose in connection with the warrants offered as part of the Business Combination. As these warrants meet the classification of a financial liability in accordance with ASC 815-40, the related warrant liability is measured at its fair value, determined in accordance with ASC 820, at each reporting period. The fair value of this warrant liability was measured using the fair value of the Company’s warrants listed on the Nasdaq. The increase in the change in fair value of warrant liability was directly attributable to changes in the trading price of Rumble’s warrants.

Change in Fair Value of Derivative

Change in fair value of derivative decreased by $184.7 million resulting in a loss of $184.7 million in the year ended December 31, 2024. The derivative arose in connection with the forward purchase contracts related to the Tether transaction. As the forward purchase contracts meet the classification of a financial liability in accordance with ASC 815-40, the related derivative is measured at its fair value, determined in accordance with ASC 820, at each reporting period. The fair value of this forward purchase contracts were measured using a Monte Carlo simulation methodology that includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The decrease relates to the revaluation of the forward purchase contracts in connection with the Tether transaction.

	Year Ended December 31,
	2025		2024			$ Change		% Change
Change in fair value of derivative	$	9,700,000	$	(184,699,998	)	$	194,399,998		(105	)%

~~Income~~Change ~~Tax~~in ~~Benefit~~fair value of derivative increased by $194.4 million, resulting in a gain of $9.7 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The derivative arose in connection with the forward purchase contracts related to the Tether transaction. As the forward purchase contracts meet the classification of a financial liability in accordance with ASC 815-40, the related derivative is measured at its fair value, determined in accordance with ASC 820, at each reporting period. The fair value of these forward purchase contracts was measured using a Monte Carlo simulation methodology that includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The increase relates to the revaluation of the forward purchase contracts in connection with the Tether transaction.

Income ~~tax~~Tax ~~benefit~~(Expense) ~~decreased by $1.3 million to $2.0 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.~~Benefit

	Year Ended December 31,
	2025			2024		$ Change	% Change
Income tax (expense) benefit	$	(67,228	)	$	2,009,015

Filing Compare · Rumble Inc.