Rumble Inc.

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Risks Related to Our Business

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Prolonged or escalating trade disputes could materially and adversely affect our business, financial condition, and results of operations.

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Our business, operations, and financial condition may be adversely affected by ongoing trade disputes, including tariffs, trade restrictions, and other protectionist measures imposed by governments globally. While we do not directly engage in the importation or exportation of goods, we operate within a complex global ecosystem that is highly sensitive to disruptions caused by trade conflicts. These disputes could lead to increased costs, supply chain disruptions, and reduced demand for our products and services, even though our operations are primarily service-based. Trade disputes may result in higher costs for hardware, components, or software services provided by our suppliers, who may face tariffs or other trade barriers and are likely to pass these costs on to us. Additionally, trade disputes may disrupt the global supply chains on which our partners or customers rely, potentially reducing advertising spend and delaying the development, deployment, or adoption of our cloud technology solutions. Trade disputes may also contribute to broader economic uncertainty, including inflationary pressures, currency fluctuations, or reduced global investment in advertising and technology, leading to decreased demand for our advertising and cloud offerings, as customers seek to reduce costs. Geopolitical tensions arising from trade conflicts could also result in regulatory changes, such as export controls or data localization requirements, which may increase our compliance costs or restrict our ability to operate in certain markets.

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The unpredictable nature, duration, and severity of trade disputes make it difficult to mitigate their impact fully. Prolonged or escalating trade disputes could materially and adversely affect our business, financial condition, and results of operations.

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The operation of our crypto wallet exposes us to significant regulatory, operational, security, and market risks that could adversely affect our business, financial condition, results of operations, and reputation.

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The operation of the Rumble Wallet, our recently launched non-custodial crypto wallet, which enables users to hold multiple cryptocurrencies, engage in tipping on our video platform, and utilize on- and off-ramps through partnership with a third-party crypto exchange, exposes us to significant regulatory, operational, security, and market risks that could adversely affect our business, financial condition, results of operations, and reputation.

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The cryptocurrency industry is subject to extensive and evolving regulatory scrutiny in the United States and internationally, including from federal agencies and state financial regulators. Our crypto wallet and associated features, even though non-custodial in nature (meaning we do not hold or control users’ private keys or assets), may be deemed to involve money transmission, securities activities, or other regulated financial services, particularly in connection with tipping functionality and integrations with third-party exchanges for fiat-to-crypto conversions. Changes in laws, regulations, or interpretations, such as classifications of certain cryptocurrencies as securities, enhanced know-your-customer (KYC) or anti-money laundering (AML) requirements, or restrictions on non-custodial wallets, could require us to obtain licenses, modify our offerings, or cease operations in certain jurisdictions. Non-compliance, whether actual or alleged, could result in investigations, enforcement actions, fines, penalties, or litigation, which may be costly and time-consuming to defend. For example, if regulators view our tipping feature as facilitating unregistered securities transactions or unlicensed money services, we could face significant liabilities.

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Our reliance on a partnership with an existing crypto exchange for on- and off-ramp services introduces dependency risks. The exchange may experience operational disruptions, security breaches, regulatory issues, or insolvency, which could interrupt our users’ ability to deposit or withdraw funds, leading to user dissatisfaction, loss of trust, and potential claims against us. We have limited control over the exchange’s compliance, performance, or risk management practices, and any failures on the exchange’s part could be attributed to us by users or regulators, harming our brand and exposing us to liability.

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Security vulnerabilities remain a critical concern, despite the non-custodial design. Our video platform’s integration with the wallet could be targeted by cyberattacks, phishing schemes, or exploits aimed at users’ devices or our software interfaces, potentially resulting in unauthorized access, theft of user assets, or data breaches. User errors, such as loss of private keys or exposure to scams, could also lead to financial losses for which users might seek to hold us responsible through lawsuits or negative publicity.

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Competition in the crypto wallet space is significant, with established players offering similar non-custodial solutions. If our wallet fails to achieve sufficient user adoption due to usability issues, lack of supported cryptocurrencies, or superior alternatives, we may incur substantial development and marketing costs without corresponding benefits. Moreover, broader market events, such as crypto market crashes, exchange failures (such as the FTX bankruptcy), or increased regulatory crackdowns, could reduce overall interest in cryptocurrencies, diminishing the value of our wallet features and potentially leading to impairment of related investments or assets. Any of these risks could result in increased operating expenses, loss of users, damage to our reputation, or material adverse effects on our financial performance.

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Risks Related to the Legal and Regulatory Environment in Which We Operate

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Transition to Large Accelerated Filer status will require additional resources and expose us to additional risks.

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As a result of our public float exceeding the threshold established by the SEC, we will become a large accelerated filer as of December 31, 2025. This transition will subject us to more stringent reporting and compliance obligations, including shorter deadlines for filing periodic reports, such as our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and increased scrutiny of our internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act. Compliance with these heightened requirements will require significant additional resources, including increased management time and attention, as well as higher legal, accounting, and other professional fees. The transition to large accelerated filer status may strain our financial and operational resources, particularly if we are unable to scale our systems, processes, and internal controls effectively to meet these obligations. Any failure to comply with these requirements in a timely or accurate manner could result in regulatory penalties, reputational harm, or a loss of investor confidence, which could adversely affect our stock price and our ability to raise capital in the future. Additionally, the increased demands of compliance may divert management’s focus from other strategic and operational priorities, potentially impacting our business performance.

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We are exposed to significant regulatory, operational, compliance, privacy, and legal risks related to age verification and child online safety laws implemented in various U.S. states and foreign jurisdictions.

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The implementation and enforcement of age verification and child online safety laws in various U.S. states and foreign jurisdictions present significant regulatory, operational, compliance, privacy, and legal risks to our business as a video services provider, which could adversely affect our MAUs, revenue, reputation, and financial condition. Numerous laws, regulations, and legally-binding codes, such as the Children’s Online Privacy Protection Act, California’s Age Appropriate Design Code, the CCPA, other U.S. state comprehensive privacy laws, the EU and UK General Data Protection Regulation, the EU’s Digital Services Act, the UK’s Online Safety Act and the UK Age Appropriate Design Code, impose various obligations on companies that process minors’ data and/or provide online services, or other interactive platforms used by children, including prohibiting showing minors advertising, requiring age verification, limiting the use of minors’ personal information, requiring certain consents to process such data and extending certain rights to children and their parents with respect to that data. These new laws may result in restrictions on the use of certain of our products or services by teens, may prohibit us from offering certain of our products or services to teens, and may decrease daily active users or user engagement in various jurisdictions. These laws may be, and in some cases already have been, subject to legal challenges and changing interpretations which may further complicate our efforts to comply with laws applicable to us. Some of these obligations have wide ranging applications, including for services that do not intentionally target child users (defined in some circumstances as a user under the age of 18 years old). The resulting patchwork of regulations is rapidly evolving, with potential for additional jurisdictions to adopt similar measures, creating inconsistent and overlapping obligations.

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We have already implemented a minimum age of 17 for registered users on our video platform and require users to provide their date of birth, further to that requirement. However, compliance with these new laws may require us to implement additional measures and complex age verification technologies, such as biometric checks, third-party ID verification, or parental consent mechanisms, which could involve substantial development, integration, and ongoing maintenance costs, decrease our advertising and subscription revenue, and increase legal risk and compliance costs for us and our third-party partners, any of which could seriously harm our business. These systems may generally deter users from using our platform and create risks of inaccurate age determinations, user circumvention, or over-blocking of legitimate adult users, potentially resulting in reduced user acquisition, engagement, and retention, particularly among younger demographics that represent a significant portion of our growth. Non-compliance, whether due to technical failures, differing jurisdictional interpretations, or delays in implementation, could lead to investigations, enforcement actions, substantial fines, class-action lawsuits, or injunctions restricting our operations in affected regions. If we challenge these laws, as a defendant or through industry-wide challenges, we could be negatively impacted by protracted legal battles, adverse rulings, or requirements to fundamentally alter our platform’s features, content moderation, or user experience. Additionally, varying international standards may force us to create region-specific versions of our platform, increasing operational complexity and costs while potentially fragmenting our global user community.

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Broader market reactions, such as user backlash against perceived privacy intrusions or reduced platform accessibility, could erode trust in our brand and lead to competitive disadvantages if rivals adapt more effectively. We may incur significant expenses for legal counsel, technology upgrades, and compliance programs, and there is no assurance that these measures will fully mitigate the risks. The materialization of any of these factors could have a substantial negative impact on our business and results of operations.

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Risks Related to Business Combinations

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On November 10, 2025, we signed a business combination agreement with Northern Data. Refer to Note 19, Subsequent Events, to our condensed consolidated interim financial statements included elsewhere in this Quarterly Report for more details. The following are a number of risks we face in connection with this proposed business combination.

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The occurrence of any event, change or other circumstances that could give rise to the termination of our business combination agreement with Northern Data could adversely affect our future business.

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There are significant risks and uncertainties associated with our proposed business combination with Northern Data. The occurrence of certain events, changes or any other circumstances could give rise to the termination of the business combination agreement and cause the business combination not to be completed. Failure to complete the proposed business combination with Northern Data would prevent us from realizing its anticipated benefits to our business.

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Our business could be adversely impacted by uncertainty related to the proposed business combination with Northern Data, whether or not the business combination is completed.

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Whether or not the proposed business combination with Northern Data is completed, the announcement and pendency of the business combination could impact our business, which could have an adverse effect on our financial condition, results of operations and the success of the business combination, including:

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The anticipated benefits of the proposed business combination with Northern Data may not be realized fully or at all or may take longer to realize than expected.

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There can be no assurance that we will realize the full benefits that we currently expect from the proposed business combination with Northern Data or that these benefits will be achieved within the anticipated time frame. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could materially adversely affect our business, financial condition and results of operations.