Filed Pursuant to Rule 424(b)(3)
Registration No. 333-267936
To Prospectus Dated April 21, 2023
PROSPECTUS SUPPLEMENT
RUMBLE INC.
8,050,000 Shares of Class A Common Stock
Underlying Warrants
333,568,989 Shares of Class A Common Stock by the Selling Holders
550,000 Warrants to Purchase Class A Common Stock by the Selling Holders
This
prospectus supplement amends and supplements the prospectus dated April 21, 2023, as supplemented or amended from time to time (the
“prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-267936). This prospectus supplement is
being filed to update and supplement the information in the prospectus with the information contained in our Current Report on Form 8-K,
which was filed with the Securities and Exchange Commission on May 19, 2023 (the “Current Report”). Accordingly, we have attached
the Current Report to this prospectus supplement.
The prospectus and this prospectus
supplement relate to (a) the issuance by us of up to 8,050,000 shares of our common stock, par value $0.0001 per share (“Class A
Common Stock”), upon the exercise of warrants, each exercisable for one share of Class A Common Stock at a price of $11.50
per share (“Warrants”) and (b) the resale from time to time by the selling securityholders named in the prospectus (each
a “Selling Holder” and collectively, the “Selling Holders”) of (i) up to 333,568,989 shares of Class A
Common Stock, consisting of 333,018,989 shares of Class A Common Stock and 550,000 shares of Class A Common Stock issuable upon
the exercise of Warrants and (ii) 550,000 Warrants.
You should read the prospectus,
this prospectus supplement and any further prospectus supplement or amendment carefully before you invest in our securities. Our
Class A Common Stock and Warrants are listed on The Nasdaq Global Market under the symbols “RUM” and “RUMBW”,
respectively. On May 18, 2023, the closing sale prices of our Class A Common Stock and Warrants were $9.88 and $2.24 respectively.
We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, may elect to comply
with certain reduced public company reporting requirements for this and future filings.
Investing in our Class A
Common Stock and Warrants involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 10 of the
prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy
or adequacy of the prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is May 19,
2023.
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): May 15, 2023
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
2.01. Completion of Acquisition or Disposition of Assets.
On
May 15, 2023, Rumble Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the
“Merger Agreement”) with Podcast Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company
(“Merger Sub 1”), Podcast Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company
(“Merger Sub 2”), CallIn Corp., a Delaware corporation (“Callin”), and, solely for the purposes
of Section 7.16 therein, Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the
representative, agent and attorney-in-fact of the securityholders, pursuant to which, among other things (i) Merger Sub 1 merged with
and into Callin whereupon the separate existence of Merger Sub 1 ceased, Callin survived such merger as a Delaware corporation (“Surviving
Corporation”) and Callin became a wholly owned subsidiary of the Company (such transaction, the “First Merger”)
and (ii) immediately following the First Merger, the Surviving Corporation merged with and into Merger Sub 2 whereupon the separate existence
of the Surviving Corporation ceased, Merger Sub 2 survived such merger as a Delaware limited liability company (the “Surviving
Company”) and the Surviving Company became a wholly owned subsidiary of the Company (such transaction, the “Second
Merger” and, together with the First Merger, the “Mergers”). The transactions contemplated by the Merger
Agreement closed concurrently with the execution of the Merger Agreement.
The
merger consideration consists of: (i) an upfront payment of 1,000,000 shares of the Company’s Class A common stock, par value $0.0001
per share (the “Class A Common Stock” and such consideration, the “Closing Consideration”), to
the former securityholders of Callin, which payment is subject to customary adjustments for indebtedness, unpaid transaction expenses
and working capital, and (ii) a contingent obligation to pay up to an aggregate of 1,500,000 additional shares of Class A Common Stock
to the former Callin securityholders upon the achievement of four separate milestones (with each separate milestone triggering the payment
of 375,000 additional shares) (the “Contingent Consideration”).
Pursuant
to the terms of the Merger Agreement, the Company will promptly, and in any event within 30 days following the Company’s annual
meeting of stockholders for 2023, appoint David Sacks as a member of the board of directors of the Company until the next annual meeting
of the stockholders of the Company.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The
information set forth above in Item 2.01 is incorporated by reference into this Item 5.02.
Item
8.01. Other Events.
On
May 15, 2023, the Company issued a press release announcing it had entered into the Merger Agreement. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking
Statements
Certain
statements in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Generally, statements that are not historical facts, including statements concerning possible
or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “anticipates,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predicts,”
“project,” “should,” “would” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. These statements involve known and unknown risks and
uncertainties, and the Company’s actual results could differ materially from future results expressed or implied in these forward-looking
statements. The forward-looking statements included in this Current Report are based on our current beliefs and expectations of the Company’s
management as of the date of this Current Report. Important assumptions and other important factors that could cause actual results to
differ materially from those forward- looking statements including the risks, uncertainties and factors described in more detail under
the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022,
and in other filings made with the Securities and Exchange Commission (the “SEC”) by the Company.
Item
9.01. Financial Statements and Exhibits.
(a)(b)
In
connection with the transactions contemplated by the Merger Agreement, the Company has obtained from the staff of the SEC a waiver from
the requirement to file financial statements of Callin under Rule 3-05 of Regulation S-X and related pro forma information with respect
to the acquisition of Callin. Accordingly, the Company does not expect to file such financial statements and information under Item 9.01(a)
and (b) of Form 8-K.
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: May 19, 2023 |
By: |
/s/ Michael Ellis |
| |
Name: |
Michael Ellis |
| |
Title: |
General Counsel |
Exhibit 99.1
Rumble Acquires Podcasting and Live Streaming
Platform Callin
Callin Founder David Sacks to Join Rumble’s
Board of Directors
LONGBOAT KEY, Fla.; May 15, 2023 – Rumble, the popular video-sharing
platform (NASDAQ: RUM), announced today that it has acquired Callin, the San Francisco-based podcasting and live streaming platform founded
by technology entrepreneur and investor David Sacks and Axel Ericsson. Pursuant to the terms of the definitive acquisition agreement,
Sacks is slated to join Rumble’s board of directors in the second half of June 2023. Ericsson and the Callin team will continue
to develop live streaming capabilities as a part of Rumble.
Callin creates a seamless experience for its users to create, discover,
and consume live and recorded content. The Callin app was built to blend the best aspects of social audio and video with the most attractive
features of podcasting. We believe the addition of Callin’s user-friendly app and post-production tools coupled with Rumble’s
substantial creator and user communities will create beneficial synergies, improving the experience of Rumble’s creators and their
fans.
“It
was my own experience with the All-In Podcast that gave me the idea for Callin: I discovered how much work goes into producing
a show and wanted to radically simplify the experience. I teamed up with Axel to launch the first ‘social podcasting’ platform,
where users can easily stream, take questions, record, edit, publish, and share content with their audience,” said David Sacks,
co-founder of Callin and co-founder/partner at Craft Ventures. “I am excited to expand Callin’s capabilities by joining forces
with Rumble, a platform with significant size, influence, and reach. As an avid proponent of the creator economy and the free flow of
ideas, I strongly support Rumble’s unwavering commitment to free speech.”
Chris Pavlovski, Rumble Chairman and CEO, added “We are beyond
excited to have David, Axel, and the Callin team become a part of Rumble. The addition of Callin’s talented team and the capabilities
of its product signifies a major step in our journey to deliver greater value and tools to our creators, which will further enhance our
user engagement.”
ABOUT RUMBLE
Rumble is a high-growth neutral video platform that is creating the
rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the internet to its
roots by making it free and open once again. For more information, visit corp.rumble.com
Contact: press@rumble.com
Forward-Looking Statements
Certain statements in this press release
constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Statements contained in this press release that are not historical facts are forward-looking statements and include, for example,
results of operations, financial condition and cash flows (including revenues, operating expenses, and net income (loss)); our
ability to meet working capital needs and cash requirements over the next 12 months; and our expectations regarding future results
and certain key performance indicators. Certain of these forward-looking statements can be identified by using words such as
“anticipates,” “believes,” “intends,” “estimates,” “targets,”
“expects,” “endeavors,” “forecasts,” “could,” “will,” “may,”
“future,” “likely,” “on track to deliver,” “gaining momentum,” “continues
to,” “looks forward to,” “begins to focus on,” “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 release are based on our current beliefs and
expectations of our management as of the date of this release. 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, but are not limited to, our ability to recognize the anticipated benefits of the acquisition of
Callin; the possibility that we may be adversely impacted by economic, business, and/or competitive factors; our limited operating
history making it difficult to evaluate our business and prospects; our inability to effectively manage future growth and achieve
operational efficiencies; our recent and rapid growth not being indicative of future performance; our inability to grow or maintain
our active user base; our inability to achieve or maintain profitability; our failure to comply with applicable privacy laws;
occurrence of a cyber incident resulting in information theft, data corruption, operational disruption and/or financial loss;
potential liability for hosting a variety of tortious or unlawful materials uploaded by third parties; negative publicity for
removing, or declining to remove, certain content, regardless of whether such content violated any law; impediment of access to our
content and services on the Internet; significant market competition that we face; changes to our existing content and services
resulting in failure to attract traffic and advertisers or to generate revenue; our dependence on third party vendors; our inability
to realize the expected benefits of financial incentives that we offer to our content creators; potential diversion of
management’s attention and consumption of resources as a result of acquisitions of other companies and success in integrating
and otherwise achieving the benefits of recent and potential acquisitions; failure to maintain adequate operational and financial
resources or raise additional capital or generate sufficient cash flows; adverse effect on our business by compliance
obligations imposed by new privacy laws, laws regulating social media platforms and online speech in the U.S. and Canada; and those
additional risks, uncertainties and factors described in more detail under the caption “Risk Factors” in our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2023, and in our other filings with the Securities and Exchange Commission. We
do not intend, and, except as required by law, we undertake no obligation, to update any of our forward-looking statements after the
issuance of this release to reflect any future events or circumstances. Given these risks and uncertainties, readers are cautioned
not to place undue reliance on such forward-looking statements.
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 Chairman 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.
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