Item 8.01.
Other Information.
On
February 17, 2023, Rumble Inc. (the “Company”) filed a petition (the “Petition”) in the Delaware Court of Chancery
under Section 205 of the DGCL to resolve potential uncertainty with respect to the Company’s authorized share capital. Such uncertainty
was introduced by a recent holding in Garfield v. Boxed, Inc., 2022 WL 17959766 (Del. Ch. Dec. 27, 2022) that potentially affects
the Company and many other similarly situated companies that became publicly traded through a special purpose acquisition vehicle (“SPAC”).
Out of an abundance of caution, the Company has elected to pursue the remedial actions described below. Concurrently with the filing
of the Petition, the Company filed a motion to expedite the hearing on the Petition, which was subsequently granted on February 20, 2023,
as described below.
Background
On
September 15, 2022, CF Acquisition Corp. VI (“CFVI”), the SPAC predecessor to the Company, held a special meeting of stockholders
(the “CFVI Special Meeting”) to approve certain matters relating to the business combination between CFVI and Rumble Inc.
One of these matters was a proposal to amend and restate CFVI’s certificate of incorporation in order to, among other things, increase
the number of authorized shares of Class A common stock from 160,000,000 to 700,000,000 and to opt out of the separate class vote requirement
pursuant to Section 242(b)(2) of the Delaware General Corporation Law (the “DGCL”) (and such proposals, the “Charter
Amendment Proposals”). While the Company currently has fewer than 160,000,000 shares of Class A common stock outstanding, the additional
authorized shares in excess of 160,000,000 were approved primarily to enable future exchanges of the exchangeable shares held by certain
former shareholders of private Rumble in a wholly-owned subsidiary of the Company (none of which have been exchanged to date).
At
the CFVI Special Meeting, the Charter Amendment Proposals were approved by a majority of the outstanding shares of Class A common stock
and Class B common stock of CFVI as of the record date for the CFVI Special Meeting, voting together as a single class. After the CFVI
Special Meeting, CFVI and Rumble Inc. closed the business combination pursuant to which the Company became publicly traded, and the Company’s
certificate of incorporation, as amended to give effect to the Charter Amendment Proposals, became effective.
The
recent ruling by the Delaware Court of Chancery in the Boxed case introduces uncertainty as to whether Section 242(b)(2) of the
DGCL would have required the Charter Amendment Proposals to be approved by separate votes of the majority of CFVI’s then-outstanding
shares of Class A common stock and Class B common stock. The Company has been operating with the understanding that the Charter Amendment
Proposals were validly approved at the CFVI Special Meeting. In light of this recent ruling, however, to resolve potential uncertainty
with respect to the Company’s authorized share capital, the Company has filed a petition in the Delaware Court of Chancery under
Section 205 of the DGCL to seek validation of the Charter Amendment Proposals. Section 205 of the DGCL permits the Court of Chancery,
in its discretion, to ratify and validate potentially defective corporate acts.
If
the Company is not successful in the Section 205 proceeding, the uncertainty with respect to the Company’s authorized capitalization
could have a material adverse impact on the Company, including without limitation on the Company’s ability to timely file its Annual
Report on Form 10-K for the fiscal year ended December 31, 2022 and the potential adverse consequences resulting therefrom.
Hearing
Date
On February
20, 2023, the Court of Chancery granted the motion to expedite and set a hearing date for the Petition to be heard. The hearing has been
set for March 6, 2023 at 11:20 a.m. Eastern Time at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware
19801. As required by the Court of Chancery, the Company is filing the Petition with this Current Report on Form 8-K, a copy of which
is attached hereto as Exhibit 99.1.
This
Form 8-K constitutes notice of the hearing. If any stockholder of the Company wishes to express a position on the Petition, such stockholders
of the Company may (i) appear at the hearing or (ii) file a written submission with the Register in Chancery, Leonard L. Williams Justice
Center, 500 North King Street, Wilmington, Delaware 19801, referring to the case caption, In re Rumble, Inc., C.A. No. 2023-0210-LWW
(Del. Ch.), in advance of the hearing, and any such written submission should be emailed to the Company’s counsel, Ryan D. Stottmann,
Morris, Nichols Arsht & Tunnell LLP, at rstottmann@morrisnichols.com.
Forward-Looking
Statements
Certain
statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Statements contained in this Form 8-K that are not historical facts are forward-looking statements
and include, for example, statements with respect the pending Section 205 proceeding referenced above and the ability of the Company
to timely file its Annual Report on Form 10-K. Such forward-looking statements involve known and unknown risks and uncertainties, and
our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking
statements included in this release are based on our current beliefs and expectations of our management as of the date of this release.
These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could
cause actual results to differ materially from those forward-looking statements include, but are not limited to, our ability to ability
obtain the requested relief in the Section 205 proceeding and those additional risks, uncertainties and factors described in more detail
under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and in our
other filings with the Securities and Exchange Commission. We do not intend, and, except as required by law, we undertake no obligation,
to update any of our forward-looking statements after the issuance of this release to reflect any future events or circumstances. Given
these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.