Rumble Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

RUM filed an 8-K on Dec 23rd for Dec 20th events - material agreement, equity sales, and other updates.

AI Summary

Rumble Inc. filed an 8-K on December 23, 2024, reporting on events that occurred on December 20, 2024. The filing indicates a material definitive agreement, unregistered sales of equity securities, and other events, including financial statements and exhibits. Rumble Inc. was formerly known as CF Acquisition Corp. VI.

Why It Matters

This filing provides crucial updates on Rumble's contractual obligations and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and material definitive agreements, which can introduce complexities and potential risks related to compliance and financial obligations.

Key Players & Entities

• Rumble Inc. (company) — Registrant
• CF Acquisition Corp. VI (company) — Former company name
• December 20, 2024 (date) — Date of earliest event reported
• December 23, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share RUM The Nasdaq Global Mar
• $11.50 — A common stock at an exercise price of $11.50 per share RUMBW The Nasdaq Global M
• $775 m — strategic investment in the Company of $775 million, consisting of 103,333,333 newly
• $7.50 — r share ("Common Stock"), at a price of $7.50 per share (the "Investment"). The terms
• $250 million — ns relationships. The Company will use $250 million of the proceeds of the Investment to su
• $500 million — he first tranche being an investment of $500 million for 66,666,667 shares of Common Stock (
• $275 million — e second tranche being an investment of $275 million for 36,666,666 shares of Common Stock a

Filing Documents

• ea0225718-8k_rumble.htm (8-K) — 54KB
• ea022571801ex10-1_rumble.htm (EX-10.1) — 466KB
• ea022571801ex10-2_rumble.htm (EX-10.2) — 74KB
• 0001213900-24-111978.txt ( ) — 938KB
• rum-20241220.xsd (EX-101.SCH) — 4KB
• rum-20241220_def.xml (EX-101.DEF) — 26KB
• rum-20241220_lab.xml (EX-101.LAB) — 36KB
• rum-20241220_pre.xml (EX-101.PRE) — 25KB
• ea0225718-8k_rumble_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. 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" or the "Investor"), pursuant to which, subject to the terms and conditions of the Transaction Agreement, the Investor 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 ("Common Stock"), at a price of $7.50 per share (the "Investment"). The terms of the 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 future advertising, cloud, and crypto payment solutions relationships. The Company will use $250 million of the proceeds of the 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 Investment, the "Transaction") to purchase up to 70 million shares of its outstanding Common Stock at the same price ($7.50 per share) as the Investment. The Offer has not yet commenced, and this Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell any shares of Common Stock or any other securities. See "Important Information" below. Each of the Company and the Investor has made customary representations, warranties and covenants in the Transaction Agreement, including, among others, covenants by the Company to conduct its business in the ordinary course consistent with past practice during the interim period between the execution of the Transaction Agreement and the closing. The Transaction Agreement also provides for the Compa

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K related to the Investment is hereby incorporated into this Item 3.02. The Company is relying on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") afforded by Section 4(a)(2) thereof. The Investor represented that it is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act.

01. Other Events

Item 8.01. Other Events The Company is party to a Controlled Equity Offering SM Sales Agreement (the "ATM Agreement"), dated October 18, 2024, with Cantor Fitzgerald & Co. ("Cantor"), pursuant to which the Company filed an associated "at-the-market offering" ("ATM") sales agreement prospectus supplement, dated October 25, 2024 (the "ATM Prospectus"). The Company has not utilized the ATM to date and no shares have been sold under the ATM Prospectus. In light of the Transaction, the Company notified Cantor that it is suspending any use of the ATM and terminating the ATM Prospectus. The Company will not make any sales of its Common Stock pursuant to the ATM Agreement, unless and until a new prospectus supplement is filed. Other than the termination of the ATM Prospectus, the ATM Agreement remains in full force and effect. - 2 -

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Form 8-K (and the Exhibits hereto) 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 (and the Exhibits hereto) that are not historical facts are forward-looking statements and include, for example, statements regarding the Company's ("we" or "our") expectations or beliefs regarding our proposed transaction with Tether, the use of the proceeds therefrom and the acceleration of our expansion into cryptocurrency. Certain of these forward-looking statements can be identified by using words such as "anticipates," "believes," "intends," "estimates," "targets," "expects," "endeavors," "forecasts," "well underway," "could," "will," "may," "future," "likely," "on track to deliver," "on a trajectory," "continues to," "looks forward to," "is primed to," "plans," "projects," "assumes," "should" or other similar expressions. 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 Form 8-K are based on our current beliefs and expectations of our management as of the date of this Form 8-K. 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 uncertainties as to the timing of the Transaction uncertainties as to the percentage of shares of Rumble stock tendered in the Offer the possibility that competing offers will be made the possibility that various closing conditions for the Transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transaction; the risk that

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 10.1 Transaction Agreement, dated December 20, 2024, by and between Rumble Inc. and Tether Investments Limited. 10.2 Form of Tender and Support Agreement, dated December 20, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) - 4 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Rumble Inc. Date: December 23, 2024 By: /s/ Michael Ellis Name: Michael Ellis Title: General Counsel and Corporate Secretary - 5 -

View Full Filing

View this 8-K filing on SEC EDGAR