RUM Group Inc.

Nature of Operations

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

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements (the “financial statements”) are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the results of the Company and its wholly-owned subsidiaries. Any reference in these notes to applicable guidance is meant to refer to the authoritative guidance found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”). All intercompany balances and transactions have been eliminated upon consolidation. These financial statements are presented in U.S. dollars, which is the functional currency of the Company.

These financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2024 (the “Annual Financial Statements”). These financial statements have been prepared using the same accounting policies that were described in Note 2 to the Annual Financial Statements.

Use of Estimates

The preparation of these financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates the estimates used, which include but are not limited to: allowance for credit losses; valuation of share-based compensation awards; estimates in the determination of the fair value of assets acquired and liabilities assumed in connection with acquisitions; fair value of financial instruments including digital assets, contingent consideration, warrant liability, and derivative; discount rate in determining lease liabilities; valuation of long-lived assets and their associated useful lives, valuation of goodwill; the realization of tax assets, estimates of tax liabilities, and valuation of deferred taxes; and estimates in the determination of the fair value of non-cash consideration earned in trade and barter transactions. These estimates, judgments, and assumptions are reviewed periodically and the impact of any revisions are reflected in the financial statements in the period in which such revisions are made. Actual results could differ materially from those estimates, judgments, or assumptions, and such differences could be material to the Company’s consolidated financial position and results of operations.

Digital Assets

The Company’s digital assets consist solely of our investment in bitcoin. We retain ownership of and control over our digital assets and use third-party custodial services to secure it. The cost basis of our digital assets is calculated using the first-in, first-out (FIFO) method.

Digital assets purchased are initially recorded at cost, including capitalizing any transaction costs or fees, and subsequently, remeasured at fair value based on the exchange quoted price each reporting period, with changes in fair value recognized on the consolidated statement of operations.

Recent Accounting Pronouncements

The following amendments to existing standards have been issued up to and including the date of issuance of these financial statements, however are not yet effective for the Company:

The Company is still evaluating the potential impact of implementing the above amendments to its consolidated financial statements.

The following table presents revenues disaggregated by type:

The Company recognizes revenue either at a point in time or over time, depending upon the characteristics of the contract.

Deferred Revenue

Deferred revenue recorded at March 31, 2025 is expected to be fully recognized by March 31, 2026. The deferred revenue balance was $12,798,377 and $12,812,984 as of March 31, 2025 and December 31, 2024, respectively.

Cash and cash equivalents as of March 31, 2025 and December 31, 2024 consist of the following:

The Company did not have any long-term investments as at March 31, 2025 or December 31, 2024.

As of March 31, 2025 and December 31, 2024, the Company entered into a guarantee/ standby letter of credit in the amount of $1,362,500 which will be used towards the issuance of credit for running the Company’s day-to-day business operations.

The Company’s digital assets holdings as of March 31, 2025 and December 31, 2024 consist of the following:

The following table presents a reconciliation of the Company’s digital asset holdings:

Depreciation expense on property and equipment was $1,164,223 and $1,121,117 for the three months ended March 31, 2025 and 2024, respectively.

The Company leases several facilities and data centers under non-cancelable operating leases. These leases have original lease periods expiring between 2025 and 2027. The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.

Operating lease costs were $240,604 and $322,513 for the three months ended March 31, 2025 and 2024, respectively, and are included in general and administrative expenses in the condensed consolidated interim statements of operations.

Supplemental balance sheet information related to the operating lease liabilities is as follows:

The following shows the future minimum lease payments for the remaining years under the lease arrangement as of March 31, 2025.

Amortization expense related to intangible assets was $2,128,486 and $1,305,025 for the three months ended March 31, 2025 and 2024, respectively.

For intangible assets held as of March 31, 2025, future amortization expense is as follows:

On December 20, 2024, the Company announced that it had entered into a definitive agreement (the “Transaction Agreement”) for a strategic investment of $775 million (the “Transaction”) from Tether Investments Limited (n/k/a Tether Investments S.A. de C.V.) (“Tether”) in exchange for 103,333,333 shares of Class A Common Stock. The Class A Common Stock has a par value of $0.0001 per share. The purchase price of the Class A Common Stock in the Transaction was $7.50 per share.

In connection with the Transaction Agreement, the Company executed support agreements with certain members of key management to provide a backstop to the anticipated tender offer and ensure 70,000,000 shares would be tendered and available for repurchase when the Transaction closed.

On January 3, 2025, the Company commenced a tender offer to purchase up to 70,000,000 shares of the Company’s Class A Common Stock using proceeds from the Transaction.

The Company accounted for the Transaction and support agreements as one unit of account, which met the definition of a derivative.

On February 7, 2025, the Transaction closed, which resulted in the Company settling the derivative by issuing 103,333,333 shares to Tether in exchange for $775,000,000 in cash proceeds and repurchasing 70,000,000 shares from existing shareholders for $525,000,000 in cash. The net proceeds of $250,000,000, together with the fair value of the derivative on that date of $174,999,998, were recorded in additional paid-in capital, net of transaction costs of $29,429,791. The Company recognized a gain on fair value of the derivative of $9,700,000 during the three months ended March 31, 2025.

The Company has received certain amounts from a third party to assist with certain operating expenditures of the Company. These amounts are to be repaid upon settlement of those expenditures, are non-interest bearing, and have been treated as a long-term liability. As of March 31, 2025 and December 31, 2024, an amount of $500,000 related to these expenses was recorded in other liability.

The Company has 1,000,000,000 authorized shares, consisting of:

The following shows the shares of common stock that are issued and outstanding as of March 31, 2025 and December 31, 2024, respectively:

Former holders of Legacy Rumble’s (as defined below) common shares are eligible to receive up to an aggregate of 105,000,000 additional shares of the Company’s Class A Common Stock, of which 76,412,604 shares are currently held in escrow and 28,587,396 shares will become issuable under options when the contingency is met. Similarly, the Sponsor’s common shares are eligible to receive up to an aggregate of 1,963,750 additional shares of the Company’s Class A Common Stock and will be issued when the contingency is met. The holders are eligible to the shares if the closing price of the Company’s Class A Common Stock is greater than or equal to $15.00 and $17.50, respectively (with 50% released at each target, or if the latter target is reached first,100%) for a period of 20 trading days during any 30 trading-day period. The term will expire on September 16, 2027. If there is a change in control prior to September 16, 2027 resulting in a per share price equal to or in excess of the $15.00 and $17.50 share price milestones not previously met, then the Company shall issue the earnout shares to the holders.

The Company’s stock award plans consist of:

Rumble Inc. Amended and Restated Stock Option Plan

The Company maintains a long-term incentive plan, the Rumble Inc. Amended and Restated Stock Option Plan (the “Stock Option Plan”). The Stock Option Plan governs the terms and conditions of the outstanding awards previously granted under the Stock Option Plan, as well as all options to purchase Legacy Rumble Class A common shares or Legacy Rumble Class B common shares which were converted into options to purchase shares of Class A Common Stock in connection with the business combination (the “Business Combination”) contemplated by that certain business combination agreement, dated December 1, 2021, by and between CF Acquisition Corp. VI, a Delaware corporation, and Rumble Inc., a corporation formed under the laws of the Province of Ontario Canada (“Legacy Rumble).

Rumble Inc. 2022 Stock Incentive Plan

The Rumble Inc. 2022 Stock Incentive Plan (the “Stock Incentive Plan”) was approved by the board of directors and the stockholders of the Company, and became effective on September 16, 2022. The Company initially reserved 27,121,733 shares of Common Stock for issuance under the Stock Incentive Plan, subject to a ten-year evergreen feature.

Rumble Inc. 2024 Employee Stock Purchase Plan

The Rumble Inc. 2024 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) was approved by the board of directors and the stockholders of the Company, and became effective on March 26, 2024. The Company initially reserved 1,500,000 shares of Common Stock for issuance under the Employee Stock Purchase Plan.

As of March 31, 2025, there were 1,811,911 shares of Class A Common Stock reserved for future issuance under the Employee Stock Purchase Plan.

Restricted Stock Units

The following tables reflect the continuity of unvested restricted stock units (“RSUs”) transactions:

During the three months ended March 31, 2025, the Company modified the terms of RSU awards by accelerating vesting of all unvested RSUs for certain officers and directors. The Company recorded an incremental share-based compensation expense of $1,053,989 and $nil for the three months ended March 31, 2025 and 2024, respectively.

Restricted Stock Units (Continued)

As of March 31, 2025, the Company has RSUs outstanding that have market-based vesting conditions if the closing price of the Company’s Class A Common Stock is greater than or equal to a specified price for a period of 20 trading days during any 30 trading-day period.

As of March 31, 2025, the Company has determined that it is not probable that the conditions related to the performance-based restricted stock units will be met, and therefore, the Company has not recognized the related expense in the consolidated statement of operations.

The following table reflects additional information related to RSUs:

Stock Options

The following tables reflect the continuity of stock option transactions:

Stock Options (Continued)

During the three months ended March 31, 2025, the Company modified the terms of stock option awards of an officer who experienced changes in employment, by accelerating vesting of all unvested options and extending the post-termination exercise period. The Company recorded an incremental share-based compensation expense of $2,792,429 and $nil for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, the Company has determined that it is not probable that the conditions related to the performance-based stock options will be met, and therefore, the Company has not recognized the related expense in the consolidated statement of operations.

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A Common Stock for those stock options that had exercise prices lower than the fair value of the Company’s Class A Common Stock. As of March 31, 2025, the aggregate intrinsic value of options outstanding was $250,326,817 and the aggregate intrinsic value of the options vested and exercisable was $247,581,801.

The following table reflects additional information related to options:

Employee Stock Purchase Plan

The first offering period of the Company’s Employee Stock Purchase Plan began on January 1, 2025. The Employee Stock Purchase Plan allows eligible employees to purchase shares of the Company’s Class A Common Stock at a discount through payroll deductions of up to 15%, subject to any plan limitations. The Employee Stock Purchase Plan provides for six-month offering periods. The offering periods are scheduled to start on the first trading day on or after January 1 and July 1, and ending on the last trading day on or before June 30 and December 31, respectively. Employees are able to purchase shares at 90% of the lower of the fair market value of the Company’s Class A Common Stock on the first trading day of the offering period or the last trading day of the purchase period.

The fair value of the Employee Stock Purchase Plan was determined using Black-Scholes option pricing model. The following table reflects the assumptions made:

Share-based compensation expense recognized in the condensed consolidated interim statement of operations related to the Employee Stock Purchase Plan was $25,124 and $nil for the three months ended March 31, 2025 and 2024, respectively.

The following table reflects additional information related to the Employee Stock Purchase Plan:

Rights to Contingent Consideration

Share-based compensation expense recognized in the condensed consolidated interim statement of operations related to the rights to contingent consideration was $nil and $1,723,580 for the three months ended March 31, 2025 and 2024, respectively.

When taken together, an ExchangeCo Share and a share of Class C Common Stock are economically similar to a share of Class A Common Stock. As a result, the Company computed basic loss per share by dividing net loss attributable to the Company by the weighted-average number of Class A and ExchangeCo Shares issued and outstanding, excluding those held in escrow as these are contingently issuable shares and have been excluded from the calculation during the three months ended March 31, 2025, and 2024. Shares of Class D Common Stock do not share in earnings and are not participating securities (i.e., non-economic shares) and therefore, have been excluded from the calculation of weighted-average number of shares outstanding.

Diluted loss per share is computed giving effect to all potentially dilutive shares. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive.

Commitments

The Company has non-cancelable contractual commitments of approximately $50 million as of March 31, 2025, which are primarily related to programming and content, leases, and other service arrangements. The majority of commitments will be paid over two years, commencing in 2025.

Legal Proceedings

In the normal course of business, to facilitate transactions in services and products, the Company indemnifies certain parties. The Company has agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. Several of these agreements limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and its bylaws contain similar indemnification obligations to its agents.

Furthermore, many of the Company’s agreements with its customers and partners require the Company to indemnify them for certain intellectual property infringement claims against them, which would increase costs as a result of defending such claims, and may require that we pay significant damages if there were an adverse ruling in any such claims. Customers and partners may discontinue the use of the Company’s services and technologies as a result of injunctions or otherwise, which could result in loss of revenues and adversely impact the business.

It is not possible to make a reasonable estimate of the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. As of March 31, 2025, there were no material indemnification claims that were probable or reasonably possible.

As of March 31, 2025, Rumble was defending a lawsuit against the Company and one of its shareholders seeking a variety of relief, including rescission of a share redemption sale agreement with the Company or damages alleged to be worth $419.0 million.

The Company is defending the claims and considers the likelihood that it will be required to make a payment to plaintiffs to be remote.

The following table summarizes the assets and liabilities measured at fair value on a recurring basis:

Digital Assets

Digital assets arose from our bitcoin investment. Changes in fair value of digital assets reflect gains or losses arising from the remeasurement of our bitcoin investment based on an exchanged quoted price. Refer to Note 5.

Warrant Liability

Warrant liability consists of warrants issued by the Company in public offerings, private placements, and forward purchase contracts. As of March 31, 2025 and December 31, 2024, the number of warrants outstanding was 8,046,073 and 8,046,076, respectively, with a weighted-average exercise price of $11.50. The warrants are exercisable and will expire on September 16, 2027, or earlier upon redemption or liquidation. All warrants are publicly traded.

Derivative Liability

The derivative liability relates to the net new shares from the Tether transaction. As of the settlement date on February 7, 2025, the fair value of the derivative was $174,999,998, determined as the difference between the value of the net new shares based on the settlement date share price of $12.75 and the forward price of $7.50.

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to credit risk resulting from the possibility that a customer or counterparty to a financial instrument defaults on their financial obligations or if there is a concentration of transactions carried out with the same counterparty. Financial instruments that potentially subject the Company to concentrations of credit risk include cash, cash equivalents, marketable securities and accounts receivable.

The Company’s cash and cash equivalents are held in reputable banks in its country of domicile and management believes the risk of loss to be remote. We maintain cash balances that exceed the insured limits by the Federal Deposit Insurance Corporation and the Canada Deposit Insurance Corporation.

The Company is exposed to credit risk in the event of default by its customers. Accounts receivables are recorded at the invoiced amount, do not bear interest, and do not require collateral. For the three months ended March 31, 2025, no single customer represented 10% or more of the Company’s total revenue. For the three months ended March 31, 2024, one customer accounted for $2,675,574, or 15% of revenue. As of March 31, 2025 and December 31, 2024, no single customer represented 10% or more of the total accounts receivable.

The Company’s related parties include directors, shareholders and key management.

Compensation to related parties totaled $8,421,064 and $3,345,147 for the three months ended March 31, 2025 and 2024, respectively. Of the total compensation, the Company paid share-based compensation to key management amounting to $6,172,301 and $2,202,232 for the three months ended 2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024, accounts receivable from key management personnel were $863,912 and $727,903, respectively.

The Company has a vendor relationship with Cosmic Inc. and Kosmik Development Skopje doo (“Cosmic”) to provide content moderation and software development services. Cosmic is controlled by Mr. Pavlovski and Mr. Milnes, each of whom holds a significant number of Rumble shares. The Company incurred related party expenses for these services of $736,530 and $779,478 during the three months ended March 31, 2025 and 2024, respectively. Accounts payable and accrued liabilities for personnel services was $239,936 and $249,545 as of March 31, 2025 and December 31, 2024, respectively.

As discussed in Note 9, on December 20, 2024, the Company entered into support agreements with related parties to ensure that 70,000,000 shares of Class A Common Stock would be tendered and available for purchase if there were insufficient shares tendered by the public to satisfy the tender requirements in the Tether Agreement. On February 7, 2025, the Company repurchased 69,938,983 shares of Class A Common Stock from related parties with whom it had executed support agreements for $7.50 per share.

There were no other related party transactions during these periods.

The Company operates asone operating segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on a consolidated basis to make decisions regarding how to allocate resources and assess performance. The CODM assesses performance and decides how to allocate resources based on net loss and is reported on the consolidated statements of operations as consolidated net loss. Net loss is used to monitor budget versus actual results in an effort to refine forecasts, control costs, and pricing strategies. The CODM does not evaluate operating segments using asset information.

The following presents selected financial information with respect to the Company’s single operating segment:

The following presents revenue by geographic region:

The Company tracks assets by physical location. Long-lived assets consists of property and equipment, net, and are shown below:

In accordance with ASC 855, the Company’s management reviewed all material events through May 8, 2025, and there were no material subsequent events other than those disclosed above.