Current Report Filing (8-k)
14 Novembro 2022 - 6:53PM
Edgar (US Regulatory)
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2022-11-14
2022-11-14
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2022-11-14
2022-11-14
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RUM:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2022-11-14
2022-11-14
iso4217:USD
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): November 14, 2022
Rumble
Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40079 |
|
85-1087461 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
444
Gulf of Mexico Dr
Longboat
Key, FL 34228
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (941) 210-0196
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class A common stock, par
value $0.0001 per share |
|
RUM |
|
The Nasdaq Global Market |
Redeemable warrants, each
whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
RUMBW |
|
The Nasdaq Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.02. Results of Operations and Financial Condition.
On
November 14, 2022, Rumble Inc. issued a press release announcing its financial results for the three and nine months ended September
30, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The
information included in this Item 2.02, including the accompanying exhibits, is being furnished and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement
or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
Item
7.01. Regulation FD Disclosure.
Rumble
Social Media
Investors
and others should note that we announce material financial and operational information to our investors using our investor relations
website (investors.rumble.com), press releases, SEC filings and public conference calls and webcasts. We also intend to use certain
social media accounts as a means of disclosing information about us and our services and for complying with our disclosure obligations
under Regulation FD: the @rumblevideo Twitter account (twitter.com/rumblevideo), the @rumble TRUTH Social account (truthsocial.com/@rumble),
the @chrispavlovski Twitter account (twitter.com/chrispavlovski), and the @chris TRUTH Social account (truthsocial.com/@chris),
which Chris Pavlovski, our founder and Chief Executive Officer, also uses as a means for personal communications and observations. The
information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media
channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels
that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our investor
relations website.
The
information included in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18
of the Exchange Act or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated
by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
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: November 14, 2022 |
By: |
/s/
Michael Ellis |
|
Name: |
Michael Ellis |
|
Title: |
General Counsel and Corporate Secretary |
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