UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
(Rule 14c-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the
Securities Exchange Act of 1934
Check the appropriate box:
| ☒ |
Preliminary Information Statement |
| |
|
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)) |
| |
|
| ☐ |
Definitive Information Statement |
Rumble Inc.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee
computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act
Rules 14c-5(g) and 0-11 |
PRELIMINARY COPY SUBJECT
TO COMPLETION DATED DECEMBER 31, 2024
Rumble
Inc.
444 Gulf of Mexico Drive
Longboat Key, Florida 34228
Notice
of action to be taken without a meeting
To our Stockholders:
We are furnishing this Notice
and the accompanying Information Statement to the stockholders of Rumble Inc., a Delaware corporation (the “Company,”
“Rumble,” “we,” “us,” or “our”), in connection with action
taken by written consent, pursuant to Section 228 of the Delaware General Corporation Law and our Amended and Restated Bylaws. The purpose
of this Notice is to notify our stockholders that, on December 20, 2024, Christopher Pavlovski, as holder of the majority of our outstanding
voting capital stock (the Majority Stockholder), approved by written consent, to the extent required by Nasdaq Rule 5635, the issuance
of shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”), to Tether
Investments Limited (“Tether”) pursuant to the terms and conditions of that certain Transaction Agreement, dated December
20, 2024, by and between Rumble and Tether (the “Transaction Agreement”), as further described herein.
The accompanying Information
Statement was furnished on January , 2025 to our stockholders of record as of December 20, 2024 (the “Record Date”)
in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
promulgated by the Securities and Exchange Commission (the “SEC”) thereunder, solely for the purpose of informing our
stockholders of the action taken by the written consent. The Information Statement also constitutes notice under Section 228 of the Delaware
General Corporation Law that the action was approved by the written consent of the Majority Stockholder. The Board is not soliciting your
proxy in connection with the adoption of these resolutions and proxies are not requested from stockholders. You are urged to read the
Information Statement in its entirety for a description of the action taken by the Majority Stockholder.
Pursuant to Rule 14c-2(b)
promulgated by the SEC under the Exchange Act, the actions approved by the Majority Stockholder cannot become effective until twenty (20)
days from the date of mailing of the Definitive Information Statement to our stockholders as of the Record Date.
WE ARE NOT ASKING YOU
FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED
IN CONNECTION WITH THE INFORMATION STATEMENT.
| By Order of the Board of Directors, |
|
| |
|
| |
|
| Christopher Pavlovski |
|
| Chief Executive Officer and Chairman |
|
| January , 2025 |
|
Rumble
Inc.
444 Gulf of Mexico Drive
Longboat Key, Florida 34228
information
statement pursuant to section 14(c)
of the
securities exchange act of 1934
This Information Statement
has been filed by Rumble Inc. (the “Company,” “Rumble,” “we,” “us”
or “our”) with the Securities and Exchange Commission (the “SEC”) and is being furnished pursuant
to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to notify our stockholders
that on December 20, 2024, Christopher Pavlovski (the “Majority Stockholder”) holding at least a majority of our outstanding
voting capital stock, approved by written consent, to the extent required by Nasdaq Rule 5635, the issuance of shares of Class A common
stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”), to Tether Investments Limited (“Tether”)
pursuant to the terms and conditions of that certain Transaction Agreement, dated December 20, 2024, by and between Rumble and Tether
(the “Transaction Agreement”).
On December 20, 2024 the
Company and Tether entered into the Transaction Agreement, pursuant to which, and subject to the terms and conditions thereof, Tether
will make a strategic investment in the Company of $775 million, consisting of 103,333,333 newly issued shares of Class A Common Stock,
at a price of $7.50 per share (the “Strategic Investment”). By written consent dated December 20, 2024, as permitted
by Section 228 of the Delaware General Corporation Law (the “DGCL”), Chris Pavlovski, who has the authority to vote
a majority of our outstanding shares of voting capital stock, approved the Transaction Agreement and the Strategic Investment to the extent
required by Nasdaq Listing Rule 5635.
Section 228 of the DGCL
permits the stockholders of a Delaware corporation to take action without a meeting upon the written consent of the holders of outstanding
shares of voting capital stock, having not less than the minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted unless otherwise provided in the corporation’s
certificate of incorporation.
ACCORDINGLY, WE ARE NOT ASKING YOU FOR A
PROXY, AND YOU ARE REQUESTED NOT TO
SEND US A PROXY. NO PROXY CARD HAS BEEN ENCLOSED WITH THIS INFORMATION STATEMENT.
OVERVIEW
Transaction Agreement
On December 20, 2024,
Rumble Inc., a Delaware corporation (“Rumble” or the “Company”), entered into a Transaction Agreement
(the “Transaction Agreement”), by and between the Company and Tether Investments Limited (“Tether”),
pursuant to which, and subject to the terms and conditions thereof, Tether will make a strategic investment in the Company of $775 million,
consisting of 103,333,333 newly issued shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Class
A Common Stock” or “Shares”), at a price of $7.50 per share (the “Strategic Investment”).
The terms of the Strategic Investment were privately negotiated between Rumble and Tether and unanimously approved by the Company’s
Board of Directors (the “Board”), and, as part of the transaction, Rumble and Tether intend to explore potential relationships
related to future advertising, cloud, and crypto payment solutions.
The Company will use $250
million of the proceeds of the Strategic Investment to support growth initiatives and, subject to the terms and conditions of the Transaction
Agreement, use the remaining proceeds to fund a self tender offer (the “Offer” and together with the Strategic Investment,
the “Transaction”) to purchase up to 70,000,000 Shares at the same price ($7.50 per share) as the Strategic Investment.
Simultaneously with the execution of the Transaction Agreement, certain
existing stockholders of Rumble (the “Supporting Stockholders”), including certain executive officers and directors
of Rumble (or affiliates thereof), entered into separate tender and support agreements with the Company (the “Stockholder Support
Agreements”) pursuant to which such Supporting Stockholders agreed, among other things, to tender up to 70,000,000 Shares (in
the aggregate) in the Offer on the same terms and conditions as the other stockholders of the Company, including with respect to the Offer
price of $7.50 per share and the proration provisions that will apply in the event that the Offer is oversubscribed. The Supporting Stockholders
include (or include affiliates of) our Chairman, CEO and controlling stockholder Christopher Pavlovski (who has committed to tender 10,000,000
shares of Class A Common Stock in the Offer) (the “Majority Stockholder”); our executive officers Brandon Alexandroff
and Wojciech Hlibowicki (who have committed to tender 8,880,000 shares and 6,920,000 shares of Class A Common Stock, respectively, in
the Offer); our directors Ryan Milnes and Robert Arsov (who have committed to tender 25,000,000 shares and 12,360,799 shares of Class
A Common Stock, respectively, in the Offer); and certain other employees of the Company (who have committed to tender the balance of the
remaining 6,839,201 shares of Class A Common Stock).
Following the closing of the
Transaction, Rumble’s existing Board and governance structure, including Chris Pavlovski’s super-majority voting control,
will remain unchanged. After closing, Tether will not have the right to designate any members of the Board nor have any shareholder veto
rights over Company actions. In connection with the Transaction, Tether also agreed to certain “standstill” provisions restricting
its ability to engage in any solicitation of proxies with respect to the voting of any Class A Common Stock and other similar matters
for the one-year period following the closing. Further, following the closing and until Tether’s beneficial ownership percentage
falls below 9.9% of the Class A Common Stock, Tether has agreed to certain transfer restrictions that will limit its ability to transfer
any shares to competitors of the Company or to holders who beneficially own, or will own upon completion of such transfer, at least 5%
of the Class A Common Stock.
At the closing, the Company
and Tether will enter into a registration rights agreement (a form of which is attached to the Transaction Agreement) to provide Tether
with customary registration rights, including the obligation for the Company to file a registration statement on Form S-3 to register
the resale of Tether’s shares of Class A Common Stock and to provide Tether with certain customary demand and piggyback registration
rights.
The issuance of Class A Common
Stock in connection with the Transaction Agreement will have a dilutive effect on the Company’s existing stockholders. Such issuances
will reduce each existing stockholder’s proportionate ownership in the Company’s common stock and reduce the voting power
of the existing stockholders. Such issuances could also dilute the voting power of a person seeking control of the Company, thereby deterring
or rendering more difficult a merger, tender offer, proxy contest or an extraordinary corporate transaction opposed by the Company. In
addition, there will be a greater number of shares of Class A Common Stock eligible for sale in the public markets. Any such sales, or
the anticipation of the possibility of such sales, represents an overhang on the market and could depress the market price of the Class
A Common Stock.
The Transaction Agreement
is subject to termination by either party in customary circumstances, including if the closing of the Transaction has not occurred by
April 30, 2025. In the event the Transaction Agreement is terminated by the Company in connection with the entry by the Company into a
definitive agreement for a superior proposal, then as a condition to such termination, the Company will pay Tether a termination fee.
The foregoing description
of the Transaction Agreement and Stockholder Support Agreements and the transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Transaction Agreement and Stockholder Support Agreements, copies
of which have been filed as Exhibits 10.1 and 10.2 to the Current Report on Form 8-K filed with the SEC on December 23, 2024 and are incorporated
by reference herein.
Effect of the Issuances on Existing Stockholders
The issuance of 103,333,333 newly issued shares of the Company’s
Class A Common Stock in connection with the Transaction Agreement, while it will be offset in part by the Company’s purchase 70,000,000
shares of Class A Common Stock in the Offer, will have a net dilutive effect on the Company’s existing stockholders. Such issuances
will reduce each existing stockholder’s proportionate ownership in the Company’s common stock and reduce the voting power
of the existing stockholders. Such issuances could also dilute the voting power of a person seeking control of the Company, thereby deterring
or rendering more difficult a merger, tender offer, proxy contest or an extraordinary corporate transaction opposed by the Company. In
addition, there will be a greater number of shares of Class A Common Stock eligible for sale in the public markets. Any such sales, or
the anticipation of the possibility of such sales, represents an overhang on the market and could depress the market price of the Class
A Common Stock.
APPROVAL OF THE TRANSACTION
Section 228 of the Delaware
General Corporation Code provides that, unless otherwise provided in a corporation’s certificate of incorporation, any action required
to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if consents in writing shall be
signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting.
On December 20, 2024, the
date of the Transaction Agreement, the Majority Stockholder held approximately 88% of the voting power of our outstanding voting capital
stock. The Majority Stockholder voted in favor of the Transaction by written consent effective as of December 20, 2024. Such vote constituted
approval of the adoption of the Transaction by 88% of our outstanding voting capital stock. Since the Majority Stockholder had sufficient
voting power to approve the corporate action through their ownership of capital stock of the Company, no consent or approval of the corporate
action by any other stockholder was solicited.
The Company has obtained all
necessary corporate approvals in connection with the adoption of the Transaction, and your consent is not required and is not being solicited
in connection with the approval of the adoption of the Transaction. No vote or other action is requested or required on your part.
EFFECTIVE DATE OF THE ACTION BY WRITTEN CONSENT
Per Rule 14c-2 under
the Exchange Act, the corporate action taken by written consent becomes effective no earlier than twenty (20) calendar days after the
first mailing or delivery of this Information Statement to stockholders as of the Record Date.
security
ownership of certain Beneficial owners and management and related stockholder matters
The following table sets forth
information regarding the beneficial ownership of shares of our different classes of voting securities (i.e., Class A Common Stock, Class
C Common Stock, par value $0.0001 per share (“Class C Common Stock”) and Class D Common Stock, par value $0.0001 per
share (“Class D Common Stock”)), as of December 27, 2024, by:
| ● | each person known by us to be the beneficial owner of more
than 5% of our common stock; |
| ● | each of our executive officers; and |
| ● | all of our executive officers and directors as a group. |
Beneficial ownership is determined according to the rules of the SEC, which
generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment
power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. For example, in
the event a holder of has the right to exercise such options within 60 days, such underlying shares are reflected in such holder’s
beneficial ownership in both the numerator and the denominator, but not in the denominator for other unaffiliated holders, in accordance
with the rules of the SEC. In addition, such securities held by all of Rumble’s directors and executive officers are included in
both the numerator and denominator for purposes of determining the percentage share ownership held by the directors and executive officers,
calculated as a group. Notwithstanding the foregoing, in order to avoid a distorted and potentially misleading presentation of percentage
share ownership by holder, all shares of Class A Common Stock issuable upon exchange of any issued and outstanding ExchangeCo Shares (together
with all issued and outstanding shares of Class A Common Stock and ExchangeCo Shares subject to escrow restrictions under the Business
Combination Agreement) are included in the denominator for all holders. In accordance with the foregoing methodology, the determination
of percentage of beneficial ownership in the below presentation is based on 283,987,373 shares of Class A Common Stock issued and as of
December 27, 2024 (which number is inclusive of shares referenced in the preceding sentence) and the calculation described in footnote
(2) below.
| |
|
Class A Common Stock(1) |
|
|
% of |
|
| Name |
|
Total Shares |
|
|
Percent of
Shares(1)(2) |
|
|
Voting
Power(1) |
|
| Executive Officers and Directors |
|
|
|
|
|
|
|
|
|
| Christopher Pavlovski |
|
|
140,639,134 |
(3) |
|
|
44.2 |
% |
|
|
88.2 |
% |
| Ryan Milnes |
|
|
48,076,104 |
(4) |
|
|
16.9 |
% |
|
|
3.3 |
% |
| Robert Arsov |
|
|
24,417,969 |
(5) |
|
|
8.3 |
% |
|
|
1.6 |
% |
| Brandon Alexandroff |
|
|
18,034,750 |
(6) |
|
|
6.0 |
% |
|
|
1.2 |
% |
| Wojciech Hlibowicki |
|
|
15,119,406 |
(7) |
|
|
5.1 |
% |
|
|
1.0 |
% |
| Claudio Ramolo |
|
|
13,286,369 |
(8) |
|
|
4.5 |
% |
|
|
* |
|
| Tyler Hughes |
|
|
504,783 |
(9) |
|
|
* |
|
|
|
* |
|
| Michael Ellis |
|
|
238,249 |
(10) |
|
|
* |
|
|
|
* |
|
| Paul T. Cappuccio |
|
|
126,672 |
(11) |
|
|
* |
|
|
|
* |
|
| Jerry Naumoff |
|
|
4,000 |
(12) |
|
|
* |
|
|
|
* |
|
| Nancy Armstrong |
|
|
30,062 |
(13) |
|
|
* |
|
|
|
* |
|
| Ethan Fallang |
|
|
27,192 |
(14) |
|
|
* |
|
|
|
* |
|
| Directors and Executive Officers as a Group (12 persons) |
|
|
260,504,690 |
(16) |
|
|
70.9 |
% |
|
|
93.1 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Other 5% or More Shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
| Bongino Inc.(15) |
|
|
16,194,853 |
(15) |
|
|
5.7 |
% |
|
|
1.1 |
% |
| “*” | is used when the percentage of shares is less than
1%. |
| (1) | The Company has two other classes of equity securities outstanding,
Class C Common Stock and Class D Common Stock, the beneficial ownership of which is set forth in the table below. Each holder of ExchangeCo
Shares was issued one “tandem” share of Class C Common Stock, which serves to provide the holder thereof with the same voting
rights at the Company as one share of Class A Common Stock. The Company issued shares of Class D Common Stock to Mr. Pavlovski, with each
share carrying 11.2663 votes per share. Percentage of voting power is based on the total number of shares beneficially owned by each holder,
and taking into account the high vote Class D Common Stock held by Chris Pavlovski. |
| (2) | The percentage of beneficial ownership of Class A Common
Stock as to any person or group of persons is calculated by dividing (i) the number of shares of Class A Common Stock beneficially owned
by such person or group of persons (including the number of shares of Class A Common Stock as to which such person or group of persons
has the right to acquire within 60 days of December 27, 2024), by (ii) the sum of (A) 283,735,660 shares of Class A Common Stock issued
and outstanding as of November 6, 2024 (which number is determined as described in the paragraph preceding this table) plus (B) the number
of shares as to which such person or group of persons has the right to acquire pursuant to options and RSUs within 60 days of December
27, 2024. Consequently, the denominator for calculating beneficial ownership percentages may be different for each person or group of
persons in the table. |
| (3) |
Includes (i) 104,682,403 ExchangeCo Shares, of which 34,858,165 ExchangeCo Shares are subject to escrow restrictions pursuant to the terms of the Business Combination Agreement; (ii) 34,501,881 shares of Class A Common Stock issuable upon the exercise of options, of which 11,335,655 shares of Class A Common Stock issuable upon the exercise of such options are subject to escrow restrictions pursuant to the terms of the Business Combination Agreement; and (iii) a grant of RSUs covering 1,100,000 shares of Class A Common Stock pursuant to the Rumble Inc. 2022 Stock Incentive Plan, which RSUs, subject to Christopher Pavlovski’s continuous employment through the applicable vesting dates, vested or will vest in one-third installments on each of September 16, 2023, September 16, 2024 and September 16, 2025. Excludes (i) 104,682,403 shares of Class C Common Stock, which are issued in tandem with each ExchangeCo Share, with each such share of Class C Common Stock intended to give the holder thereof the same voting rights as one share of Class A Common Stock, but are otherwise non-economic and (ii) 105,782,403 shares of Class D Common Stock with each share carrying 11.2663 votes per share. Excludes 156,260 shares of Class A Common Stock issuable upon the settlement of RSUs that vest more than 60 days after December 27, 2024 and 663,712 shares of Class A Common Stock issuable upon the exercise of options that vest more than 60 days after December 27, 2024. |
| (4) | 2286404 Ontario Inc. is the record holder of the shares. 2286404 Ontario
Inc. is wholly owned by Ryan Milnes and therefore, Mr. Milnes has voting and dispositive power over such shares and may be deemed to beneficially
own such shares. The business address of Ontario is 2286404 Ontario Inc., PO Box 20112 Bayfield North, Barrie, Ontario, L4M6E9, Canada.
Consists of 48,054,402 shares of Class A Common Stock issuable upon the exchange of ExchangeCo Shares in 1000045728 Ontario Inc., a corporation
formed under the laws of the Province of Ontario, Canada, and an indirect, wholly owned subsidiary of the Company, of which 16,560,185
ExchangeCo Shares are subject to escrow restrictions pursuant to the terms of the Business Combination Agreement. Excludes 48,054,402
shares of Class C Common Stock, which are issued in tandem with each ExchangeCo Share (as defined below), with each such share of Class
C Common Stock intended to give the holder thereof the same voting rights as one share of Class A Common Stock, but are otherwise non-economic.
Excludes 35,587 Class A Common Stock issuable upon the settlement of RSUs that vest more than 60 days after December 27, 2024. |
| (5) | Includes (i) 11,966,204 shares of Class A Common Stock issuable upon
the exercise of options, of which 3,943,188 shares of Class A Common Stock issuable upon the exercise of such options are subject to escrow
restrictions pursuant to the terms of the Business Combination Agreement and (ii) 5,083,317 shares of Class A Common Stock subject to
escrow restrictions pursuant to the terms of the Business Combination Agreement. Excludes 35,587 Class A Common Stock issuable upon the
settlement of RSUs that vest more than 60 days after December 27, 2024. |
| (6) | Includes (i) 3,048,355 shares of Class A Common Stock issuable upon
the exchange of ExchangeCo Shares, of which 1,004,515 ExchangeCo Shares are subject to escrow restrictions pursuant to the terms of the
Business Combination Agreement and (ii) 14,981,803 shares of Class A Common Stock issuable upon the exercise of options, of which 5,222,498
shares of Class A Common Stock issuable upon the exercise of such options are subject to escrow restrictions pursuant to the terms of
the Business Combination Agreement. Excludes 3,048,355 shares of Class C Common Stock, which are issued in tandem with each ExchangeCo
Share, with each such share of Class C Common Stock intended to give the holder thereof the same voting rights as one share of Class A
Common Stock, but are otherwise non-economic. Excludes 59,618 shares of Class A Common Stock issuable upon the settlement of RSUs that
vest more than 60 days after December 27, 2024 and 255,306 shares of Class A Common Stock issuable upon the exercise of options that vest
more than 60 days after December 27, 2024. |
| (7) | Includes (i) 4,618,833 shares of Class A Common Stock issuable upon
the exchange of ExchangeCo Shares, of which 1,522,030 ExchangeCo Shares subject to escrow restrictions pursuant to the terms of the Business
Combination Agreement and (ii) 10,495,979 shares of Class A Common Stock issuable upon the exercise of options, of which 3,538,343 shares
of Class A Common Stock issuable upon the exercise of such options are subject to escrow restrictions pursuant to the terms of the Business
Combination Agreement. Excludes 4,618,833 shares of Class C Common Stock, which are issued in tandem with each ExchangeCo Share, with
each such share of Class C Common Stock intended to give the holder thereof the same voting rights as one share of Class A Common Stock,
but are otherwise non-economic. Excludes 59,618 shares of Class A Common Stock issuable upon the settlement of RSUs that vest more than
60 days after December 27, 2024 and 255,306 shares of Class A Common Stock issuable upon the exercise of options that vest more than 60
days after December 27, 2024. |
| (8) | 1000748378 Ontario Ltd. is the record holder of 1,457,086 of the reported
shares. 1000748378 Ontario Ltd. is wholly owned by Mr. Ramolo and therefore, Mr. Ramolo has voting and dispositive power over such shares
and may be deemed to beneficially own such shares. The business address of 1000748378 Ontario Ltd. is 100 King Street West, Suite 6000,
Toronto, Ontario, M5X 1E2 Canada. Includes (i) 2,173,220 shares of Class A Common Stock issuable upon the exchange of ExchangeCo Shares
and (ii) 11,112,188 shares of Class A Common Stock issuable upon the exercise of options. Excludes 13,323 shares of Class A Common Stock
issuable upon the settlement of RSUs that vest more than 60 days after December 27, 2024 and 60,545 shares of Class A Common Stock issuable
upon the exercise of options that vest more than 60 days after December 27, 2024. |
| (9) | Includes 500,191 shares of Class A Common Stock issuable upon the exercise of options, of which 153,841 shares of Class A Common Stock issuable upon the exercise of such options are subject to escrow restrictions pursuant
to the terms of the Business Combination Agreement. Excludes
59,618 shares of Class A Common Stock issuable upon the settlement of RSUs that vest more than 60 days after December 27, 2024 and
255,306 shares of Class A Common Stock issuable upon the exercise of options that vest more than 60 days after December 27,
2024. |
| (10) | Includes 232,557 shares of Class A Common Stock issuable upon the exercise of options, of which 65,455 shares of Class A Common Stock issuable upon the exercise of such options are subject to escrow restrictions pursuant
to the terms of the Business Combination Agreement. Excludes
60,755 shares of Class A Common Stock issuable upon the settlement of RSUs that vest more than 60 days after December 27, 2024 and
260,042 shares of Class A Common Stock issuable upon the exercise of options that vest more than 60 days after December 27,
2024. |
| (11) | Includes 93,616 shares of Class A Common Stock issuable upon the exercise
of options. Excludes 49,377 shares of Class A Common Stock issuable upon the settlement of RSUs that vest more than 60 days after December
27, 2024 |
| (12) | Excludes 20,173 shares of Class A Common Stock issuable upon the settlement
of RSUs that vest more than 60 days after December 27, 2024. |
| (13) | Excludes 47,597 shares of Class A Common Stock issuable upon the settlement
of RSUs that vest more than 60 days after December 27, 2024. |
| (14) | Excludes 35,587 shares of Class A Common Stock issuable upon the settlement
of RSUs that vest more than 60 days after December 27, 2024. |
| (15) | Information is based on a Schedule 13G/A filed with the SEC
on December 11, 2023 by Daniel Bongino and Bongino Inc. Bongino Inc. is the record holder of the shares. Bongino Inc. is wholly owned
by Daniel Bongino. The business address of Bongino Inc. is 2239 SW Manele Place, Palm City, FL 34990. |
| (16) | Excluding options and RSUs, our directors and executive officers as
a group beneficially own a total of 176,839,567 shares of Class A Common Stock out of the total 283,735,660 shares of Class A Common Stock
issued and outstanding as of November 6, 2024, as calculated as described in the paragraph above. |
| | |
Class C Common Stock | | |
Class D Common Stock | |
| | |
Number of
Shares
Beneficially
Owned | | |
% of
Class | | |
Number of
Shares
Beneficially
Owned | | |
% of
Class | |
| Directors and Executive Officers | |
| | |
| | |
| | |
| |
| Chris Pavlovski | |
| 104,682,403 | | |
| 63.3 | % | |
| 105,782,403 | | |
| 100.0 | % |
| Wojciech Hlibowicki(1) | |
| 4,618,833 | | |
| 2.8 | % | |
| — | | |
| — | |
| Brandon Alexandroff(2) | |
| 3,048,355 | | |
| 1.8 | % | |
| — | | |
| — | |
| Tyler Hughes | |
| — | | |
| — | | |
| — | | |
| — | |
| Michael Ellis | |
| — | | |
| — | | |
| — | | |
| — | |
| Claudio Ramolo(3) | |
| 2,173,220 | | |
| 1.3 | % | |
| — | | |
| — | |
| Ryan Milnes(4) | |
| 48,054,401 | | |
| 29.1 | % | |
| — | | |
| — | |
| Paul Cappuccio | |
| — | | |
| — | | |
| — | | |
| — | |
| Robert Arsov | |
| — | | |
| — | | |
| — | | |
| — | |
| Nancy Armstrong | |
| — | | |
| — | | |
| — | | |
| — | |
| Ethan Fallang | |
| — | | |
| — | | |
| — | | |
| — | |
| Jerry Naumoff | |
| — | | |
| — | | |
| — | | |
| — | |
| All executive officers and directors as a group (12 individuals) | |
| 162,577,212 | | |
| 98.4 | % | |
| 105,782,403 | | |
| 100.0 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Other 5% or More Shareholders: | |
| | | |
| | | |
| | | |
| | |
| Bongino Inc. | |
| — | | |
| — | | |
| — | | |
| — | |
| (1) |
See footnote 7 above. |
| (2) |
See footnote 6 above. |
| (3) |
See footnote 8 above. |
| (4) |
See footnote 4 above. |
DISSENTERS’ RIGHTS
None of the Articles of
Incorporation of the Company, the Bylaws of the Company, or the Delaware General Corporation Law provide for dissenters’ rights of appraisal
in connection with the corporate action described herein.
PROPOSALS BY SECURITY HOLDERS
There are no proposals by
any security holders.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION
TO MATTERS TO BE ACTED UPON
Other than as discussed
herein, no director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee, or
any other person, has any substantial interest, direct or indirect, in the action.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING
AN ADDRESS
We will only deliver one
Information Statement to multiple stockholders sharing an address, unless we have received contrary instructions from one or more of such
stockholders. Also, we will promptly deliver a separate copy of this Information Statement and future stockholder communication documents
to any stockholder at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of
this Information Statement and future stockholder communication documents to any stockholder or stockholders sharing an address to which
multiple copies are now delivered, upon written request to us at our address noted above.
Stockholders also may address
future requests regarding delivery of Information Statements and annual reports by contacting us at the address noted above or at (941)
210-0196.
ADDITIONAL INFORMATION
We were a special purpose
acquisition company called CF Acquisition Corp. VI (“CFVI”) prior to the closing of a business combination (the “Business
Combination”) on September 16, 2022. The Business Combination represents the transactions contemplated by the business combination
agreement, dated December 1, 2021 (the “Business Combination Agreement”) whereby Rumble Inc., a corporation formed
under the laws of the Province of Ontario, Canada (“Legacy Rumble”) became a wholly owned subsidiary of CFVI. In connection
with the consummation of the Business Combination, CFVI was renamed “Rumble Inc.” and Legacy Rumble was renamed Rumble Canada
Inc.
Please read all sections
of this Information Statement carefully. The Company is subject to the informational requirements of the Exchange Act, and in accordance
therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q with the
SEC. The SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval
System.
Costs of the Information Statement
The Company is mailing this
Information Statement, and will bear the costs associated therewith. The Company is not making any solicitations. The Company will request
brokerage houses, nominees, custodians, fiduciaries, and other like parties to forward this Information Statement to the beneficial owners
of our common stock held of record by them, and will reimburse such persons for their reasonable charges and expenses in connection therewith.
Householding Matters
If you and one or more stockholders share the same address, it is possible
that only one Information Statement was delivered to your address. Any registered stockholder who wishes to receive a separate copy of
the Information Statement at the same address now or in the future may mail a request to receive separate copies to the Company at 444
Gulf of Mexico Drive Longboat Key, Florida 34228, or email the Company at investors@rumble.com, and the Company will promptly deliver
the Information Statement to you, upon your request. Stockholders who received multiple copies of this Information Statement at a shared
address and who wish to receive a single copy may direct their request to the same address.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A
PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
| By Order of the Board of Directors, |
|
| |
|
| |
|
| Christopher Pavlovski |
|
| Chief Executive Officer and Chairman |
|
| January , 2025 |
|
Rumble (NASDAQ:RUMBW)
Historical Stock Chart
From Dec 2024 to Jan 2025
Rumble (NASDAQ:RUMBW)
Historical Stock Chart
From Jan 2024 to Jan 2025
