- Reports Rumble's results for the full year
2021 -
- 1Q22 reflects new all-time records for
Rumble across all key performance measures -
- Updates timing of proposed merger business
combination completion -
NEW
YORK and TORONTO,
May 13,
2022 /PRNewswire/ -- CF Acquisition Corp. VI
(Nasdaq: CFVI), a special purpose acquisition company sponsored by
Cantor Fitzgerald, and Rumble Inc. ("Rumble"), the neutral video
platform, announced today that CFVI has filed with the U.S.
Securities and Exchange Commission ("SEC") an amended registration
statement on Form S-4 (the "Registration Statement") in connection
with the proposed business combination with Rumble. The
Registration Statement, filed with the SEC today, includes Rumble's
2021 full year financial performance.
Rumble's strategy is currently focused on continuing its
significant growth in users and user engagement, as well as
building the tools that will enable future monetization of this
consumption. As previously reported, Rumble's user base hit a
new record in the first quarter of 2022, rising to an average of 41
million monthly active users ("MAUs") in the quarter, representing
a 22% increase in MAUs relative to the fourth quarter of 2021.
The first quarter of 2022 included a record 10.5 billion minutes
watched per month, and the platform received an average of 6,158
hours of uploaded video per day, representing increases of 23% and
88% respectively, over the fourth quarter of 2021. Rumble's
significant growth in these metrics is a reflection of the
platform's deep and growing pool of content creators, Rumble's
continued value proposition as competing platforms continue to
censor and cancel the voices of creators, increased uploads from a
cloud services customer, and a number of new platform
features.
CFVI and Rumble announced on December 1,
2021 that they entered into a definitive business
combination agreement. The transaction will provide approximately
$400 million of proceeds at close,[1]
including $100 million of proceeds
from a PIPE financing and $300
million of cash held in the trust account of CFVI. The
proceeds will be used to attract new content creators to the Rumble
and Locals platforms, continue to build out Rumble's independent
infrastructure, expand Rumble's teams, begin robust marketing of
the platform and services, make future acquisitions, and for other
general corporate purposes.
The transaction has been unanimously approved by the board of
directors of each of CFVI and Rumble and is expected to close early
in the third quarter of 2022 subject to the Registration Statement
being declared effective by the SEC, approval by CFVI and Rumble
stockholders, Ontario court
approval, and other customary closing conditions. The Rumble
stockholders have agreed to support the transaction.
About Rumble
Rumble is a high-growth neutral video
platform that is creating the rails and independent infrastructure
designed to be immune to cancel culture. Rumble's mission is to
restore the Internet to its roots by making it free and open once
again.
About CF Acquisition Corp. VI
CFVI is a blank
check company led by Chairman and Chief Executive Officer
Howard W. Lutnick and sponsored by
Cantor Fitzgerald.
About Cantor Fitzgerald
Cantor Fitzgerald, with over
12,000 employees, is a leading global financial services group at
the forefront of financial and technological innovation and has
been a proven and resilient leader for 77 years. Cantor Fitzgerald
& Co. is a preeminent investment bank serving more than 5,000
institutional clients around the world, recognized for its
strengths in fixed income and equity capital markets, investment
banking, SPAC underwriting and PIPE placements, prime brokerage,
and commercial real estate on its global distribution platform.
Cantor Fitzgerald & Co. is one of 24 primary dealers
transacting business with the Federal Reserve Bank of New York. For more information, please visit:
www.cantor.com.
Important Information and Where to Find It
The
proposed transactions will be submitted to CFVI's stockholders for
their consideration and approval at a special meeting of
stockholders. In connection with the proposed transactions, CFVI
has filed the Registration Statement, which included a preliminary
proxy statement / prospectus in connection with CFVI's solicitation
of proxies for the vote by CFVI's stockholders in connection with
the proposed transactions and other matters as described in such
Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued to Rumble's shareholders in
connection with the completion of the proposed transactions. After
the Registration Statement has been declared effective, CFVI will
mail a definitive proxy statement / prospectus and other relevant
documents to its stockholders as of the record date established for
voting on the proposed transactions. Investors and security holders
of CFVI are advised to read the preliminary proxy statement and any
amendments thereto, and, when available, the definitive proxy
statement / prospectus, in connection with CFVI's solicitation of
proxies for its special meeting of stockholders to be held to
approve the proposed transactions because the proxy statement /
prospectus will contain important information about the proposed
transaction and the parties to the proposed transactions. Investors
and security holders will be able to obtain free copies of the
Registration Statement, including the proxy statement / prospectus
and all other relevant documents filed or that will be filed with
the SEC by CFVI through the website maintained by the SEC at
www.sec.gov. The documents filed by CFVI with the SEC also may be
obtained free of charge upon written request to CFVI at 110 East
59th Street, New York,
NY 10022.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS
APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS
RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS
COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
CFVI and Rumble and
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from CFVI's
stockholders in connection with the proposed transactions. CFVI's
stockholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and
executive officers of CFVI in the Registration Statement.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies from CFVI's
stockholders in connection with the proposed business combination
is set forth in the Registration Statement.
No Offer or Solicitation
This press release is not a
proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
potential transaction and shall not constitute an offer to sell or
a solicitation of an offer to buy the securities of CFVI or Rumble,
nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
Forward-Looking Statements
This press release contains
"forward-looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended, including statements regarding the proposed
transaction between CFVI and Rumble. Such forward-looking
statements include, but are not limited to, statements regarding
the closing of the transaction and CFVI's, Rumble's, or their
respective management teams' expectations, hopes, beliefs,
intentions or strategies regarding the future. The words
"anticipate", "believe", "continue", "could", "estimate", "expect",
"intends", "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.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to
assumptions, risks and uncertainties. These statements are based on
various assumptions, whether or not identified in this press
release. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as and
must not be relied on by an investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of CFVI and Rumble. Many
factors could cause actual future events to differ from the forward
looking-statements in this press release, including but not
limited, to (i) the risk that the transaction may not be completed
in a timely manner or at all, (ii) the failure to satisfy the
conditions to the consummation of the transaction, (iii) the
inability to complete the PIPE offering, (iv) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the business combination agreement , (v) the outcome
of any legal proceedings that may be instituted against Rumble
and/or CFVI related to the business combination agreement, (vi) the
ability to maintain the listing of CFVI stock on Nasdaq (or, if
applicable, to list and maintain the listing of the combined entity
on the NYSE), (vii) costs related to the transactions and the
failure to realize anticipated benefits of the transactions, (viii)
the effect of the announcement or pendency of the transaction on
Rumble's business relationships, operating results, performance and
business generally, (ix) changes in the combined capital structure
of Rumble and CFVI following the transactions, (x) changes in laws
and regulations affecting Rumble's business, (xi) risks related to
Rumble's potential inability to achieve or maintain profitability
and generate cash, (xii) the enforceability of Rumble's
intellectual property, including its patents and the potential
infringement on the intellectual property rights of others, (xiii)
the potential for and impact of cyber related attacks, events or
issues effecting Rumble, its business and operations, and (xiv)
other risks and uncertainties indicated from time to time in the
filings of CFVI, including the definitive Registration Statement
that CFVI will file, which will include a proxy
statement/prospectus related to the potential business combination.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Rumble and CFVI assume no obligation and do not
intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. Neither Rumble nor CFVI gives any assurance that either
Rumble or CFVI will achieve its
expectations.
- Assumes no redemptions by CFVI's public stockholders and
prior to payment of transaction expenses and stock
repurchase.
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content:https://www.prnewswire.com/news-releases/cf-acquisition-corp-vi-and-rumble-announce-filing-of-amended-registration-statement-in-connection-with-their-proposed-business-combination-301546716.html
SOURCE Rumble and CFVI