Item 1A. Risk Factors. 8
Item 1B. Unresolved Staff Comments 45
Item 2. Properties 46
Item 3. Legal Proceedings 47
Item 4. Mine Safety Disclosures 48
Item 6. [Reserved] 50
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 63
Item 8. Financial Statements and Supplementary Data 64
Item 9A. Controls and Procedures 65
Item 9B. Other Information 66
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 66
Part III 67
Item 10. Directors, Executive Officers and Corporate Governance 67
Item 11. Executive Compensation 67
Item 14. Principal Accountant Fees and Services 67
Signatures 72
i
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form
10-K (this “Form 10-K”) contains forward-looking statements regarding, among other things, our plans, strategies and prospects,
both business and financial. These statements are based on the beliefs and assumptions of our management. Although we believe that our
plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot provide assurance
that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties
and assumptions. 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 “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “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. Investors should read statements that contain these words carefully because they discuss future expectations,
contain projects of future results of operations or financial condition; or state other “forward-looking” information. Forward-looking
statements are based on information available as of the date of this Form 10-K and may involve significant judgments and assumptions,
known and unknown risks and uncertainties and other factors, many of which are outside our control. There may be events in the future
that management is not able to predict accurately or over which we have no control. We do not undertake any obligation to update to otherwise
correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a
result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required
under applicable laws. The risk factors and cautionary language contained in this Form 10-K provide examples of risks, uncertainties,
and events that may cause actual results to differ materially from the expectations described in such forward-looking statements, including
among other things:
ii
iii
● hosting and delivery costs may increase unexpectedly;
● we may be unable to develop or maintain effective internal controls;
iv
Part
I
Item 1. Business
Overview
Unless the section herein
specifies otherwise, references to the “Company,” “we,” “us” or “our” are to, (a) prior
to the consummation of the business combination (the “CF Business Combination”) contemplated by that certain business combination
agreement, dated December 1, 2021 (as amended, the “CF Business Combination Agreement”), by and between CF Acquisition Corp.
VI, a Delaware corporation (“CF VI”), and Rumble Inc., a corporation formed under the laws of the Province of Ontario, Canada
(“Legacy Rumble”), either (i) CF VI or (ii) Legacy Rumble, as the context may require, and (b) following the closing of the
CF Business Combination, Rumble Inc., a Delaware corporation. Unless the section herein specifies otherwise, references to “Rumble”
are to (x) prior to the closing of the CF Business Combination, Legacy Rumble and (y) following the closing of the CF Business Combination,
Rumble Inc., a Delaware corporation. References to “ExchangeCo” are to 1000045728 Ontario Inc., a corporation formed under
the laws of the Province of Ontario, Canada, and an indirect, wholly owned subsidiary of Rumble, and references to “ExchangeCo Shares”
are to the exchangeable shares of ExchangeCo.
Our Story
Rumble was founded in 2013,
when the concept of ‘preferencing’ on the internet was simple – it was big vs. small. At that time, it was clear that
the incumbent social video platforms were beginning to preference large creators, influencers, and brands, while leaving the small creator
behind and thus, creating a market opportunity. The Company was founded based on the premise of providing small creators with the tools
and distribution that they needed to succeed.
Fast forward to 2020, when
a new, and much more nuanced form of ‘preferencing’ was evolving online, including sophisticated algorithms used by the incumbents
for amplification and censorship. In contrast, Rumble never moved the goal posts on its content policies. This consistency and transparency,
along with tailwinds from the 2020 U.S. election season, led to dramatic growth in Rumble’s user base from 1.2 million monthly active
users (“MAUs”) in Q2 2020 to 21 million MAUs in Q4 2020.
Subsequently, the preferencing
and censorship enforced by the incumbent platforms continued to expand into many other content areas, including the crypto-finance community
and pop culture. As a result, more creators and their audiences found a new home on Rumble. These top creators, such as Dan Bongino, Russell
Brand, Kim Iversen, Dave Rubin, Kimberly Guilfoyle, Matt Kohrs, Barstool Sports, and Dana White, just to name a few. As a result, Rumble’s
user base has grown to 52 million MAUs (GA4) as of Q4 2025. We have also begun the initial phases of monetizing our user base, with our
Average Revenue Per User (“ARPU”) reaching $0.46 as of Q4 2025. (For further discussion of our key performance indicators,
including definitions and explanations of the ways that management uses these metrics in managing the performance of the business, please
refer to the section titled “Key Business Metrics” under “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.”)
During this period of accelerated
growth, Rumble announced a business combination with CF VI, a special purpose acquisition company, on December 1, 2021. The CF Business
Combination was successfully completed on September 16, 2022, and our Class A common stock, par value $0.0001 per share (“Class
A Common Stock,” and shares of such stock, “Class A Common Shares”) began trading on The Nasdaq Global Market (“Nasdaq”)
under the symbol RUM. The CF Business Combination and related PIPE investment provided Rumble with gross proceeds of approximately $400
million, before transaction expenses. This capital infusion has helped Rumble compete with its big tech and other incumbent competitors.
Ultimately, 99.9% of CF VI shareholders elected not to redeem their shares, which we believe was a strong expression of support for Rumble’s
mission, its growth story and its future potential.
With this capital in place,
Rumble set out to execute on a growth strategy with the following four key tenets: (i) invest in content to grow and diversify the content
library and user base; (ii) build Rumble Advertising Center, an in-house advertising marketplace and network; (iii) create the infrastructure
to support the Rumble video platform and future Rumble Cloud go-to-market needs; and (iv) hire across the organization to support domestic
and future international growth.
1
In furtherance of Rumble’s
strategy, in February 2025, the Company closed a strategic investment from Tether Investments S.A. de C.V. (as successor in interest to
Tether Investments Limited) (“Tether”), the largest company in the digital assets industry and the issuer of the most widely
adopted dollar stablecoin globally. Pursuant to the transaction, Tether purchased 103,333,333 shares of Class A Common Stock at a price
per share of $7.50, totaling $775 million in gross proceeds to Rumble. The Company has and will use $250 million of the proceeds, after
transaction expenses, to support growth initiatives. As part of the closing of the transaction, the Company also completed its tender
offer, pursuant to which the Company purchased 70,000,000 shares of Class A Common Stock for $525 million, excluding fees and expenses
related to the tender offer. Rumble’s existing board of directors (“Board”) and governance structure, including Chris
Pavlovski’s super-majority voting control, remains unchanged following the transaction.
In November 2025, Rumble signed
a business combination agreement with Northern Data AG (ETR: NB2), (“Northern Data”) a leader in AI and high-performance-computing
(HPC) infrastructure. Under the agreement, Rumble will submit a voluntary public exchange offer to all shareholders of Northern Data.
The transaction is designed to bolster Rumble Cloud’s portfolio with the addition of approximately 22,400 Nvidia GPUs and a globally
distributed network of energized data center locations. Strategically, the transaction marks a transformational step in Rumble’s
vision of a Freedom-First technology platform, a new way forward for tech rooted in freedom, privacy, independence and resilience. The
business combination is expected to close in the second quarter of 2026.
Our Portfolio
Rumble consists of two business units: Rumble Services
and Rumble Cloud.
1) Rumble Services:
2) Rumble Cloud:
Rumble Services
Vision, Products and Differentiation
Rumble Services consists of
four core businesses: Rumble Video, Rumble Studio, Rumble Wallet, and RAC. The collective vision of Rumble Services is to provide creators
with the best monetization toolkit on the internet. To fulfill this vision, our product roadmap is focused on the progressive integration
of these businesses and underlying products into to a single seamlessly integrated platform, which has the potential to unlock a variety
of differentiated feature sets for users, creators, advertisers, and publishers.
Rumble Video is enabled primarily
through our flagship product, Rumble.com, a free-to-use video sharing and livestreaming platform on which users can watch, share, like,
comment, and upload videos. Users can follow channels to stay in touch with creators and access video on-demand (“VOD”) and
live content streamed by creators. In addition, Rumble Video also offers two types of subscription services: (i) Rumble Premium –
a “no ads” experience with access to certain exclusive content, and (ii) Locals.com, where users can access certain free content
and purchase subscriptions to support creators and access exclusive content in creator communities. Both platforms, Rumble.com and Locals.com,
are available via desktop and mobile web, iOS and Android mobile applications (“apps”), as well as connected TV apps including
but not limited to Roku, Apple TV, Amazon Fire TV, LG, Samsung, and Android TV. In aggregate, Rumble Video provides a platform for creators
to benefit from our growing advertising business and revenue share model.
2
Rumble Studio is a new, patent-pending
application designed to enable a first-of-its-kind livestreaming and monetization service for creators. Using Rumble Studio, creators
can establish a variety of custom settings for their livestream, set up, go-live and control their livestream across multiple social platforms,
while also benefiting from a variety of custom and programmatic monetization opportunities, including host-read ads and sponsorships.
Rumble Studio is currently available via desktop and mobile web, as well as iOS and Android mobile applications.
Rumble Wallet is a non-custodial
crypto wallet integrated directly into the Rumble platform. At launch, the wallet supports USAT, a U.S.-regulated, dollar-backed stablecoin,
Tether (USDT), Tether Gold (XAUt), and Bitcoin (BTC), enabling audiences to tip creators natively in crypto. By embedding crypto payments
into the video-sharing platform, Rumble Wallet eliminates the need for intermediaries like ad networks, banks, or payment processors.
Creators can now receive direct, fast, and borderless payments from their audiences.
Rumble Advertising Center
is our proprietary advertising marketplace and network designed to facilitate transactions for advertisers seeking to access Rumble.com
traffic and also traffic from other publishers in the RAC network. Within the platform, RAC offers a unique set of advertising opportunities
for advertisers, including traditional display and pre-roll/mid-roll video advertising in addition to creator sponsorships.
The continued scale and integration
of the Rumble Video, Rumble Studio, Rumble Wallet, and RAC platforms will bring a truly differentiated offering to the market, which is
the key to fulfilling the Company’s vision of providing the best monetization toolkit for creators on the internet.
How We Generate Revenue
Our portfolio of services
enables a diversified set of revenue streams including:
● Advertising:
● Subscriptions, Pay-Per-View and Tipping:
We share revenue generated
from advertising, subscriptions, pay-per-view and tipping with creators in a revenue-share model.
3
Sales & Marketing
A vast majority of the substantial
user growth experienced by Rumble.com between 2020 and 2022 was organic, driven largely through user and creator advocacy. As a result,
very minimal marketing spend was deployed during that time. Throughout 2023 and 2024, while the organic growth continued, the Company
made several investments to bring in new content creators consistent with our goals during the de-SPAC, which in turn attracted new audiences
to the platform. Going forward, we will look to build our brand across multiple audiences, driving user growth and video consumption through
(ii) selective content creator partnerships and advocacy, (i) continued strategies to earn unpaid media coverage and recognition, and
(iii) increased marketing spend, primarily through digital paid media channels, , as we test international expansion strategies, particularly
as advertising revenues increase.
Our advertising platform,
RAC, is designed as a self-serve platform where advertisers can sign up, build a campaign and bid on traffic leveraging various targeting
tactics. As a result, paid marketing strategies will be employed as inventory is released into the network in an effort to attract new
advertisers into the system. In parallel to this and other growth strategies, we will continue to invest into direct sales, account management
and creator success teams to drive incremental business across display and video advertising, as well as sponsorships.
The Company made several direct
investments into large creators from 2023 to 2025. These investments helped attract high-profile creators to the platform as we matured
and grew our monetization channels. With the Company now focused more on growing the advertising business and driving revenue, creators
are now better-positioned to earn money on Rumble, which we believe will bring more content and creators to the platform, thereby generating
more engagement and ultimately driving more advertising revenue.
Competition
We
operate in a challenging and rapidly evolving environment. We compete with other online video distribution platforms, including
YouTube, and confront conduct by YouTube and Google that we believe are highly anti-competitive (see Part I, Item 2, “Legal Proceedings”
for further information). We also face significant challenges in obtaining advertising revenue because advertisers have numerous
options for allocating their advertising budgets. Rumble Video seeks to compete with other platforms by establishing and maintaining
trust with our users, creating an enjoyable viewing experience that welcomes a variety of video content. We seek to operate a neutral
video platform in order to meet the challenges presented by Big Tech.
Rumble Cloud
Origin, Vision, Products
and Differentiation
Rumble Cloud was launched
in early 2024, and is an Infrastructure as a Service (IaaS) offering designed to service a wide variety of businesses from startups to
small and medium sized businesses (SMBs) to governments to enterprise clients.
Rumble Cloud was built based
on the following key premises: (i) it was existential for us to invest in and build the infrastructure to support Rumble Video and insulate
ourselves from arbitrarily enforced terms and conditions and unfavorable economics offered by the incumbent cloud providers, and (ii)
given the significant amount of compute, storage and bandwidth requirements of Rumble Video, it was a natural extension of the business
to offer excess infrastructure capacity to the cloud market. Moreover, we saw an opportunity to capitalize on a product-market fit by
specifically addressing the chronic customer pain points in the cloud market, including censorship, trust with data, vendor lock-in strategies,
as well as unfair and unpredictable pricing.
Backed by our mission to protect
a free and open internet, the vision of Rumble Cloud is to empower businesses and allow them to take control of their IT budgets by providing
the most predictable and fair pricing model in the cloud market.
4
Rumble Cloud launched and
currently operates with the infrastructure and essential computing and storage necessary to run a wide array of workloads and applications,
including:
● Cloud compute;
● Load balancers;
● Object storage;
● Kubernetes orchestration;
● Block storage; and
● Virtual private cloud.
With Rumble Video as the first
anchor tenant of Rumble Cloud, we built our infrastructure from the ground up to run on the latest generation equipment, including 4th
generation AMD EPYC processors. In addition to NVMe SSDs, Rumble Cloud virtual machines run atop fully dedicated vCPUs, ensuring fast
and consistent performance.
Through the proposed business
combination with Northern Data, Rumble plans to augment its cloud business with an AI infrastructure offering consisting of GPU as a service
(GPUaaS) and data center services. Specifically, the combination is expected to bring:
Immediate Scale in the Cloud
& Data Center Business with:
Expanded International Footprint
with:
Northern Data’s prominent
presence in Europe, with locations extending across Germany, Sweden, Norway, Portugal, the Netherlands, and the United Kingdom, in addition
to a growing footprint in the United States.
How We Generate Revenue
Rumble Cloud launched and
currently operates on a subscription model. Relative to the unpredictable and volatile consumption-based pricing models that can cripple
a business due to rampant hidden and unexpected costs, Rumble Cloud introduced the concept of a flexible Resource Tier pricing model,
which is designed to provide a transparent and predictable pricing model to its customers and offers unlimited usage within a given pool
of hardware resources for a fixed monthly price. With this model, customers will enjoy the freedom to grow and scale at a pace that works
best for their needs, without surprises on their monthly bill.
Sales & Marketing
We drive demand for Rumble
Cloud using an account executive, account management and channel partner approach. Our direct sales team focuses on identifying and closing
business for the mid-market and enterprise sized clients within defined early adopter segments. Channel partners include referral, reseller
and managed service partners, who are well positioned to complement our sales efforts by expanding the mid-market and enterprise opportunities.
The front end of Rumble Cloud,
rumble.cloud, is designed to support a self-serve customer acquisition model. Marketing efforts will be focused on attracting
leads and converting them through the marketing funnel via traditional paid, earned and owned media strategies.
5
Competition
We operate in a challenging
environment, with a majority of the cloud services market owned by the major cloud hyperscalers, Google Cloud, Microsoft Azure and Amazon
Web Services. These companies have significantly greater resources than us and significant existing customer bases that may be difficult
for us to penetrate, especially given the potential for high switching costs in the cloud services market. Given the market trends of
rising multi-cloud strategies and continued complexity and unpredictability in cloud pricing, Rumble Cloud arrives at an opportune time
to enter the market and present a new way for businesses to save money and regain control of their IT budgets.
Human Capital
We believe that our employees
are our most significant resource. As of December 31, 2025, we had 156 full-time employees, of whom 48 were based in Canada and 108 were
based in the United States. None of our employees are covered by collective bargaining agreements. We believe we have good relationships
with our employees. Our human capital resources objectives include identifying, recruiting, retaining, incentivizing, and integrating
our existing and additional employees. The principal purposes of our equity incentive programs are to attract, retain, and motivate key
employees and directors through the granting of share-based compensation awards.
Government Regulation
We are subject to domestic
and foreign laws that affect companies conducting business on the internet generally, including laws relating to the liability of providers
of online services for their operations and the activities of their users.
Because we host user-uploaded
content, we may be subject to laws concerning such content. In the U.S., we rely, to a significant degree, on laws that limit the liability
of online providers for user-uploaded content, including the Digital Millennium Copyright Act of 1998 and Section 230 (47 U.S.C. §
230). Countries outside the U.S. generally do not provide as robust protections for online providers and may instead regulate such entities
to a higher degree. For example, in certain countries, online providers may be liable for hosting certain types of content or may be required
to remove such content within a short period of time upon notice. As we expand internationally, we or our customers may also be subject
to additional laws that regulate streaming services or online platforms.
Because we receive, store
and use a substantial amount of information received from or generated by our users, we are also impacted by laws and regulations governing
privacy and data security in the U.S. and worldwide. Examples of such regimes include Section 5 of the Federal Trade Commission Act (15
U.S.C. §§ 41 et. seq.) (the “FTCA”), the EU’s General Data Protection Regulation (the “EU GDPR”),
and the California Consumer Privacy Act (California Civil Code § 1798.100) (the “CCPA”). These laws generally regulate
the collection, storage, transfer and use of personal information.
Because our platform facilitates
online payments, including subscription fees and tipping, we are subject to a variety of laws governing online transactions, payment card
transactions and the automatic renewal of online agreements. In the U.S., these matters are regulated by, among other things, the federal
Restore Online Shoppers Confidence Act and various state laws.
As a U.S.-based company with
Canadian operations, we are subject to a variety of Canadian laws governing our foreign operations, as well as Canadian and U.S. laws
that restrict trade and certain practices.
Intellectual Property
Our intellectual property
includes trademarks, such as the trademark RUMBLE (registered in the United States, Canada, the European Union and the United Kingdom),
RUMBLE CLOUD, RUMBLE PREMIUM, RUMBLE STUDIO, RUMBLE SUBSCRIPTION, and RAC (all registered in the United States), other pending
international applications to register the trademark RUMBLE, and several pending U.S. trademark registration applications, including
applications to federally register the trademarks RUMBLE ADVERTISING CENTER, RUMBLE SPORTS, RUMBLE POLITICS, RUMBLE NEWS, RUMBLE WALLET,
RUMBLE REELS, RUMBLE SHORTS, FREEDOM-FIRST, FREEDOM-FIRST TECHNOLOGY PLATFORM, YOUR CLOUD YOUR WAY, the RUMBLE logos, LOCALS,
and the LOCALS logos; the domain names rumble.com, rumble.cloud, studio.rumble.com, and locals.com; copyrights
in our source code, website, apps and creative assets; a pending utility patent application for technology related to Rumble Studio; and
trade secrets. In addition, our platforms are powered by a proprietary technology.
We rely on, and expect to
continue to rely on, a combination of our terms of service, our access control mechanisms, our work-for-hire, assignment, and confidentiality
agreements with our employees, consultants, and third parties with whom we have relationships, as well as federal and state statutory
and common law regarding trademark, trade dress, domain name, copyright, and trade secrets to protect our assets, brands, proprietary
technology, and other intellectual property rights. We intend to continue to file additional applications to register or otherwise protect
our intellectual property rights.
6
Acquisitions
In October 2021, we bolstered
our value proposition for content creators by acquiring Locals, a solution for (1) creators looking to monetize their content through
subscription, and (2) for users to gain access to premium content from their favorite content creators. The acquisition was designed to
accelerate our subscription revenue model and brought approximately 86,000 subscribers to our platform. Prior to our acquisition of Locals,
we did not offer a consumer-facing subscription service.
In May 2023, we acquired Callin,
a San Francisco-based podcasting and live-streaming platform founded by technology entrepreneur and investor David Sacks. Callin’s
technology laid the foundation for Rumble Studio, which was launched in Q1 2024.
In October 2023, we acquired
North River Project Inc., an entity created to develop what became RAC, an advertising technology solution, specifically for Rumble. RAC
includes an advertising marketplace and network between advertisers bidding and publishers selling display and video advertisement as
well as advertisers bidding on creator sponsorships. RAC continues to be enhanced and represents a significant milestone in Rumble’s
monetization efforts.
On November 10, 2025, we entered
into a business combination agreement with Northern Data (the “ND Business Combination Agreement”). Please refer to “Significant
Events and Transactions” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in this Annual Report for more information.
Terms of Service
Our content policies, which
are available at rumble.com/s/terms, contain politically neutral terms that ensure a safe and respectful exchange of views
on the Rumble platform. Among other things, they prohibit content that infringes on the rights of third parties, violates any law, is
pornographic or obscene in nature, promotes or supports violence or unlawful acts (including content that promotes or supports Antifa,
the KKK, white supremacist groups, and entities designated by the U.S. or Canadian government as terrorist organizations), or exploits
minor children (including disclosing personally identifiable information about minor children).
Our website address is included
in this report for informational purposes only. Our website and the information contained therein or connected thereto are not deemed
to be incorporated by reference in, and are not considered part of, this Annual Report on Form 10-K.
Available Information
All periodic and current
reports and other filings that we are required to file with the SEC, including our annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant Section 15(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”), as amended, are available free of charge from the SEC’s website (www.sec.gov).
Such documents are available as soon as reasonably practicable after electronic filing of the material with the SEC. Copies of these reports
(excluding exhibits) may also be obtained free of charge, upon written request to: Rumble Inc., 444 Gulf of Mexico Dr, Longboat Key, Florida
34228.
We also post our Code of Ethics on our website.
See Part III, Item 10 for more information regarding our Code of Ethics.
7
Item 1A. Risk Factors
Risks and uncertainties
that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in
this Form 10-K and other public statements we make are described below. Investors in our securities should carefully consider these risk
factors, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,”
together with all of the other information included in this Form 10-K and in our other filings with the SEC. The occurrence of one or
more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have
an adverse effect on our business, cash flows, financial condition and results of operations. We may face additional risks and uncertainties
that are not presently known to us, or that we currently deem immaterial, which may also impair our business, cash flows, financial condition
and results of operations. The following discussion should be read in conjunction with our condensed consolidated financial statements,
which are included in Part II of this Form 10-K.
Summary of Risk Factors
The following summarizes risks
and uncertainties that could adversely affect our business, cash flows, financial condition and results of operations. You should read
this summary together with the detailed description of each risk factor contained in this section. Such risks and uncertainties include,
but are not limited to:
● we may fail to maintain adequate operational and financial resources;
8
9
● risks related to the proposed ND Business Combination.
Risks Relating to Our Business
Weakened global economic conditions may
affect our business and operating results.
Our overall performance depends
in part on worldwide economic conditions. Global financial developments and downturns seemingly unrelated to us or our industry may negatively
affect our business and operating results. The U.S. and other key international economies have been affected from time to time by falling
demand for a variety of goods and services, restricted credit, reduced liquidity, reduced corporate profitability, weak economic growth,
volatility in credit, equity and foreign exchange markets, bankruptcies, implemented or threatened tariffs, trade wars, inflation and
overall uncertainty with respect to the economy. Weak economic conditions or the perception thereof, or significant uncertainty regarding
the stability of financial markets related to stock market volatility, inflation, recession risks, changes in governmental fiscal, monetary
and tax policies, among others, could adversely impact our business and operating results.
High inflation rates in the
U.S. and globally may result in reduced consumer confidence and discretionary spending, decreased demand by advertisers for our products
and services, increases in our labor and other operating costs, constrained credit and liquidity, reduced government spending, and volatility
in financial markets. While the Federal Open Market Committee of the Federal Reserve has implemented rate cuts in late 2025, further cuts
in 2026 are expected to be limited in light of inflationary risks. Higher than typical interest rates impact the cost of any borrowing
that we may make from time to time and could impact our ability to access the capital markets. Higher than typical interest rates, especially
if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty
and heightening these risks. In an inflationary environment, we may be unable to increase our revenues at or above the rate at which our
costs increase, which could negatively impact our operating margins and could have a material adverse effect on our business and operating
results. In such an environment, in which we also face significant competition from larger and well-capitalized competitors, we may experience
rising costs to secure the services of top content creators. We also may experience lower-than-expected advertising sales, reduced demand
for our cloud services offerings, and potential adverse impacts on our competitive position if there is a decrease in consumer spending.
Our limited operating history makes it difficult
to evaluate our business and prospects.
We have a limited operating
history, which makes it difficult to evaluate our businesses and prospects or forecast our future results. We are subject to the same
risks and uncertainties frequently encountered by companies in rapidly evolving markets. Our financial results in any given quarter can
be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:
● our ability to maintain and grow traffic, content uploads, and engagement;
● the number of ads shown to our traffic;
● the pricing of our advertising products;
10
● our ability to maintain gross margins and operating margins; and
● system failures or breaches of security or privacy.
We may not continue to grow or maintain
our active user base, may not be able to achieve or maintain profitability, and may not be able to scale our systems, technology, or infrastructure
effectively or grow our business at the same or similar rate as other comparable companies.
The growth of our user base,
as measured by our current key performance metrics, including MAUs, may not be sustainable and should not be considered indicative of
future levels of active viewers and future performance. In addition, we may not realize sufficient revenue to achieve or, if achieved,
maintain profitability. For the fiscal years ended December 31, 2025 and December 31, 2024, we incurred a significant net loss and did
not achieve profitability. As we grow our business, our revenue growth rates may slow or reverse in future periods due to several reasons,
which may include slowing demand for our services, increasing competition, a decrease in the growth of our overall market, an inability
to scale our systems, technology or infrastructure effectively, and the failure to capitalize on growth opportunities or the maturation
of our business. We may incur losses in the future for several reasons, including insufficient growth in the level of engagement, a failure
to retain our existing level of engagement, increasing competition, the failure to continue to attract content creators with large followings,
the payment of fixed payment obligations to content creators who join our platform that turn out to be unprofitable over the term of the
applicable contract as a result of actual performance that does not meet our original modeled financial projections for that creator,
the unavailability of certain popular content creators for extended periods of time due to personal or other reasons, as well as other
risks described in these “Risk Factors,” and we may encounter unforeseen expenses, difficulties, complications and delays
and other unknown factors. We expect to continue to make investments in the development and expansion of our business, which may not result
in increased or sufficient revenue or growth, including relative to other comparable companies, as a result of which we may not be able
to achieve or maintain profitability.
If we fail to maintain adequate operational
and financial resources, particularly if our business returns to a period of rapid growth or experiences any significant change, we may
be unable to execute our business plan or maintain high levels of service and customer satisfaction.
Although our growth rate has
moderated over the last several years, our business and operations remain complex, and renewed or uneven growth in any future period,
changes in our mix of products and services, or shifts in customer demand could again place significant demands on our management and
our operational and financial resources. Our organizational structure has become more complex as we have scaled our operational, financial,
and management controls, as well as our reporting systems and procedures, and this complexity will remain in periods when our growth rate
slows.
If our growth reaccelerates,
occurs in any new area (such as new products, services, or geographies), or is concentrated in particular parts of our business, we may
face challenges integrating, developing, training, and motivating personnel across multiple jurisdictions and navigating a complex multinational
regulatory landscape. Conversely, if our growth remains modest or slows further, we may be required to adjust our cost structure and resource
allocation, which could be disruptive to our operations and affect our ability to maintain service levels and pursue strategic initiatives.
11
To manage changes in our operations
and personnel, whether driven by renewed growth, shifts in our business, or efforts to improve efficiency, we will need to continue to
grow and improve our operational, financial, and management controls and our reporting systems and procedures. We will need to incur significant
capital expenditures and allocate valuable management resources to adapt these areas to evolving business conditions, and our past expansion
has placed, and our future expansion or restructuring may continue to place, a significant strain on our management, customer experience,
research and development, sales and marketing, administrative, financial, and other resources.
We anticipate that significant
additional investments may be required to scale or reconfigure our operations and increase productivity, to address the needs of our customers,
to further develop and enhance our products and services, including our cloud services business, to expand into new geographic areas,
and to support our business even if our overall growth remains modest. If additional investments are required due to significant growth
or other changes in our business, our cost base would increase, which may make it more difficult for us to offset any future revenue shortfalls
or periods of slower growth by reducing expenses in the short term.
Users are increasingly using mobile devices
and connected TV apps to access content within digital media and adjacent businesses, and if we are unsuccessful in attracting new users
to our mobile and connected TV offerings and expanding the capabilities of our content and other offerings with respect to our mobile
and connected TV platforms, our business and operating results could be adversely affected.
Our future success depends
in part on the continued growth in the use of our mobile apps and platforms by our users. The use of mobile technology may not continue
to grow at historical rates, users may not continue to use mobile technology to access digital media and adjacent businesses, and monetization
rates for content on mobile devices and connected TV apps may be lower than monetization rates on traditional desktop platforms. Further,
mobile devices may not be accepted as a viable long-term platform for several reasons, including actual or perceived lack of security
of information and possible disruptions of service or connectivity. In addition, traffic on our mobile platforms may not continue to grow
if we do not continue to innovate and introduce enhanced products on such platforms, or if our users believe that our competitors offer
superior mobile products. The growth of traffic on our mobile products may also slow or such traffic may decline if our mobile applications
are no longer compatible with operating systems such as iOS, Android, Windows, or the devices they support. If the use of our mobile platforms
does not continue to grow, our business and operating results could be adversely affected.
Our traffic growth, engagement, and monetization
depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers, and standards, including
mobile operating systems, networks, and standards that we do not control.
We make our content available
across a variety of operating systems and through websites. We are dependent on the compatibility of our content with popular devices,
streaming tools, desktop and mobile operating systems, connected TV systems, web browsers that we do not control, such as Mac OS, Windows,
Android, iOS, Chrome, and Firefox, and mobile application stores, such as Apple’s App Store, and the Google Play Store. Any changes
in such systems, devices or web browsers that degrade the functionality of our content or give preferential treatment to competitive content
could adversely affect usage of our content.
A significant portion of our
traffic accesses our content and services through mobile devices and, as a result, our ability to grow traffic, engagement and advertising
revenue is increasingly dependent on our ability to generate revenue from content viewed and engaged with on mobile devices. A key element
of our strategy is focusing on mobile apps and connected TV apps, and we expect to continue to devote significant resources to the creation
and support of developing new and innovative mobile and connected TV products, services and apps. We are dependent on the interoperability
of our content and our apps with popular mobile operating systems, streaming tools, networks and standards that we do not control, such
as the Android and iOS operating systems. We also depend on the availability of the Rumble app on mobile app stores, such as Apple’s
App Store and the Google Play Store, and if our access to such stores is limited or terminated, regardless of the legitimacy of the stated
reasons, our ability to reach users through our mobile app will be negatively impacted. We may not be successful in maintaining or developing
relationships with key participants in the mobile and connected TV industries or in developing content that operates effectively with
these technologies, systems, tools, networks, or standards. Any changes in such systems, or changes in our relationships with mobile operating
system partners, handset and connected TV manufacturers, or mobile carriers, or in their terms of service or policies that reduce or eliminate
our ability to distribute and monetize our content, impair access to our content by blocking access through mobile devices, make it hard
to readily discover, install, update or access our content and apps on mobile devices and connected TVs, limit the effectiveness of advertisements,
give preferential treatment to competitive, or their own, content or apps, limit our ability to measure the effectiveness of branded content,
or charge fees related to the distribution of our content or apps could adversely affect the consumption and monetization of our content
on mobile devices. Additionally, our operating expenses would increase if the number of platforms for which we develop our product expands.
In the event that it becomes more difficult to access our content or use our apps and services, particularly on mobile devices and connected
TVs, or if our users choose not to access our content or use our apps on their mobile devices and connected TVs or choose to use mobile
products or connected TVs that do not offer access to our content or our apps, or if the preferences of our traffic require us to increase
the number of platforms on which our product is made available to our traffic, our traffic growth, engagement, ad targeting, and monetization
could be harmed and our business and operating results could be adversely affected.
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Our business depends on continued and unimpeded
access to our content and services on the internet. If we or those who engage with our content experience disruptions in internet service,
or if internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional
expenses and the loss of traffic and advertisers.
Our products and services
depend on the ability of users to access our content and services on the internet. Currently, this access is provided by companies that
have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies,
mobile communications companies, and government-owned service providers. Laws or regulations that adversely affect the growth, popularity
or use of the internet, including changes to laws or regulations impacting internet neutrality, could decrease the demand for our products
or offerings, increase our operating costs, require us to alter the manner in which we conduct our business and/or otherwise adversely
affect our business. We could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur
additional expense or otherwise negatively affect our business. For example, paid prioritization could enable internet service providers,
or ISPs, to impose higher fees and otherwise adversely impact our business. Internationally, government regulations concerning the internet,
and in particular, network neutrality, may be developing or may not exist at all. Within such an environment, without network neutrality
regulations, we could experience discriminatory or anti-competitive practices that could impede both our and our customers’ domestic
and international growth, increase our costs, or adversely affect our business.
We rely on data from third parties to calculate
certain of our performance metrics. Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
We track certain performance
metrics, such as our MAUs, based on data from third parties. While these numbers are based on what we believe to be reasonable calculations
for the applicable periods of measurement, our third-party providers periodically encounter difficulties in providing accurate data for
such metrics as a result of a variety of factors, including human and software errors. We expect these challenges may continue to occur,
and potentially to increase as our engagement grows. There are also inherent challenges in measuring usage across our large user base.
For example, as further described in the “Key Business Metrics” section herein, there is a potential for minor overlap in
our usage data due to users who access Rumble’s content through the web, our mobile apps, and connected TVs in a given measurement
period.
Third parties on which we
rely for certain of our key metrics may make changes or improvements to their tools and methodologies. For example, starting July 1, 2023,
Universal Analytics (“UA”), Google’s analytics platform on which we historically relied for calculating MAUs using company-set
parameters, was phased out by Google and ceased processing data. At that time, Google Analytics 4 (“GA4”) succeeded UA as
Google’s next-generation analytics platform, which we used to determine MAUs since the third quarter of 2023 and which we expect
to continue to use to determine MAUs in future periods. Although Google has disclosed certain information regarding the transition to
GA4, Google does not currently make available sufficient information relating to its new GA4 algorithm for us to determine the full effect
of the switch from UA to GA4 on our reported MAUs. Because Google has publicly stated that metrics in UA may be more or less similar to
metrics in GA4, and that it is not unusual for there to be apparent discrepancies between the two systems, we are unable to determine
whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect, if any, on our reported
MAUs. It is therefore possible that MAUs that we reported based on the UA methodology for periods prior to July 1, 2023, cannot be meaningfully
compared to MAUs based on the GA4 methodology in subsequent periods.
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Changes to these tools and
methodologies could cause inconsistency between current data and previously reported data, which could raise questions about the usefulness
of our reported metrics or make it more difficult for investors to accurately assess our performance over time. If our users, advertisers,
partners and stockholders do not perceive our metrics to be accurate representations, or if we discover material inaccuracies in our metrics,
our reputation may be damaged, resulting in material harm to our business, results of operations, and financial condition.
We face significant competition, and if
we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could
be harmed.
Competition for traffic and
engagement with our content, products, and services is intense. We compete against companies that have greater financial resources and
larger user bases. As a result, our competitors may acquire and engage traffic and users at the expense of the growth or engagement of
our traffic and users, which would negatively affect our business. We believe that our ability to compete effectively for traffic and
users depends upon many factors both within and beyond our control, including:
● the timing and market acceptance of our content;
● the continued expansion and adoption of our content;
● our ability to attract, retain, and motivate talented employees;
● our reputation and brand strength relative to our competitors.
We also face significant competition
for advertiser spend. In determining whether to buy advertising, our advertisers will consider the demand for our content, demographics
of our traffic, advertising rates, results observed by advertisers, and alternative advertising options. The increasing number of digital
media options available, through social networking tools and news aggregation websites, has expanded consumer choice significantly, resulting
in traffic fragmentation and increased competition for advertising. In addition, some of the larger companies have substantially broader
content, product, or service offerings and leverage their relationships based on other products or services to gain additional share of
advertising budgets. We will need to continue to innovate and improve the monetization capabilities of our websites and our mobile products
in order to remain competitive. We believe that our ability to compete effectively for advertiser spend depends upon many factors both
within and beyond our control, including:
● our ad targeting capabilities, and those of our competitors;
● our marketing and selling efforts, and those of our competitors;
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● our reputation and the strength of our brand relative to our competitors.
Our cloud services business
competes primarily with large, diversified technology companies that focus on large enterprise customers and provide cloud computing as
a component of the suite of services and products that they offer, as well as smaller, niche cloud service providers. Many of our competitors
and potential competitors, particularly the larger competitors, have substantial competitive advantages compared to us, including greater
name recognition and longer operating histories; greater resources, including larger sales and marketing and customer support budgets;
the ability to bundle products together; larger and more mature intellectual property portfolios; greater resources to make acquisitions;
and greater resources for technical assistance and customer support. Competitors to our cloud services business may be able to respond
more quickly and effectively than we can to new or changing opportunities, technologies, standards, and customer requirements. An existing
competitor or a potential competitor could introduce new technology that reduces demand for our products and platform capabilities. In
addition, some of our actual and potential competitors have been acquired by other larger enterprises and have made or may make acquisitions
or may enter into partnerships or other strategic relationships that may provide more comprehensive offerings than they individually had
offered or achieve greater economies of scale than we are able to achieve.
Changes to our existing content and services
could fail to attract traffic and advertisers or fail to generate revenue.
We may introduce significant
changes to our existing content. The success of our new content depends substantially on consumer tastes and preferences that change in
often unpredictable ways. If this new content fails to engage traffic and advertisers, we may fail to generate sufficient revenue or operating
profit to justify our investments, and our business and operating results could be adversely affected. In addition, we may launch (and
incur expenses in connection with) strategic initiatives from time to time, which do not directly generate revenue but which we believe
will enhance our attractiveness to traffic and advertisers. In the future, we may invest in new content, products, services, and initiatives
to generate revenue, but there is no guarantee these approaches will be successful or that the costs associated with these efforts will
not exceed the revenue generated. If our strategic initiatives do not enhance our ability to monetize our existing content or enable us
to develop new approaches to monetization, we may not be able to maintain or grow our revenue or recover any associated development costs
and our operating results could be adversely affected.
We derive the majority of our revenue from
advertising. The failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers
to maintain or increase their advertising budgets may adversely affect our business and operating results.
For the years ended December
31, 2025 and 2024, advertising revenue represents 50% and 66% of total revenue, respectively. In addition, a substantial portion of our
revenue is derived from one advertiser, accounting for approximately 5% and 16% of our revenue for the years ended December 31, 2025 and
2024, respectively. As is common in our industry, our advertisers do not have long-term advertising commitments with us. In addition,
many of our advertisers purchase advertising services through one of several large advertising agency holding companies. Our revenue could
be harmed by the loss of, or a deterioration in our relationship with, any of our largest advertisers or with any advertising agencies
or the holding companies that control them. Advertising agencies and potential new advertisers may view our advertising products and services
as experimental and unproven, and we may need to devote additional time and resources to educate them about our products and services.
Advertisers may cease doing business with us, or they may reduce the prices they are willing to pay to advertise with us, if we do not
deliver ads in an effective manner, or if they do not believe that their investment in advertising with us will generate a competitive
return relative to alternatives, including online, mobile, and traditional advertising platforms. Advertisers may refuse to advertise
on our platform due to a perceived risk to their brand safety standards, especially given the concentration of news and political content
on our platform. Although we have seen recent increases in the uptake of new brand advertisers, the pace of adoption has been slower than
we anticipated, and this slower pace may persist or worsen in the future. We believe that our access to certain advertisers has been,
and may continue to be, inhibited by the apparent political bias of these companies, some of which we believe may exercise near-monopolistic
control over the advertising industry. In response, we filed an antitrust lawsuit alleging a conspiracy to withhold advertising revenue
from Rumble and other digital media platforms. Our actions to counter these efforts, whether through litigation or publicity campaigns,
may not be successful. Any of the foregoing developments may adversely affect our business and operating results.
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We may not be able to maintain relationships
with existing publishers through RAC and may fail to attract new publishers to our network.
Through our RAC marketplace,
we provide advertising inventory, including host-read advertisements, to third-party publisher websites in exchange for a portion of the
revenues generated by such advertisements. Our business and operating results may be adversely affected if we do not deliver ads in an
effective manner, if publishers do not believe that advertisements served through RAC generate a competitive return relative to alternative