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What changed in Rumble Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Rumble Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+352 added−243 removedSource: 10-K (2025-03-25) vs 10-K (2024-03-27)

Top changes in Rumble Inc.'s 2024 10-K

352 paragraphs added · 243 removed · 195 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeFurthermore, the automated technology designed to make creator sponsorship opportunities available to advertisers either programmatically or through direct deals is planned to launch to general availability in 2024, which will be a fully differentiated offering in the market and augment the current manual sales effort for this revenue stream. 2 The continued scale and integration of the Rumble Video, Rumble Studio, and RAC platforms will bring a truly differentiated offering to the market, which is the key to fulfill the Company’s vision of providing the best monetization toolkit for creators on the internet.
Biggest changeThe continued scale and integration of the Rumble Video, Rumble Studio, and RAC platforms will bring a truly differentiated offering to the market, which is the key to fulfill the Company’s vision of providing the best monetization toolkit for creators on the internet.
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 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.
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.
As we expand internationally, we or our customers may also be subject to additional laws that regulate streaming services or online platforms. 5 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.
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.
Both 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 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.
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 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.
In parallel to this and other growth strategies, we will make continued investment into direct sales, account management and creator success teams to drive incremental business across display and video advertising, as well as sponsorships. Lastly, for creators, the Company made several direct investments into large creators in 2023.
In parallel to this and other growth strategies, we will make continued investment into direct sales, account management and creator success teams to drive incremental business across display and video advertising, as well as sponsorships. 3 Lastly, for creators, the Company made several direct investments into large creators in 2023.
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 subscribe to channels to stay in touch with creators and access video on-demand (“VOD”) and live content streamed by creators.
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.
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 stock-based compensation awards.
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.
With the Company now focused more on growing the advertising business and driving revenue, we believe that creators are now better-positioned to earn money on Rumble, which we believe in turn will bring more content and creators to the platform, thereby yielding more engagement and ultimately driving more advertising revenue. 3 Competition We operate in a challenging and rapidly evolving environment.
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 yielding more engagement and ultimately driving more advertising revenue. Competition We operate in a challenging and rapidly evolving environment.
In addition, our platforms are powered by a proprietary technology platform.
In addition, our platforms are powered by a proprietary technology.
How We Generate Revenue Our portfolio of services enables a diversified set of revenue streams, which includes: ● Advertising: o Banner / Display Advertising: offered to advertisers via RAC across our network of publishers, including Rumble.com. o Video Pre-Roll / Mid-Roll Advertising: offered to advertisers via RAC across our network of publishers, including Rumble.com, and also through custom integrations into live broadcasts. o Creator Sponsorships: offered to advertisers via RAC programmatically and through direct sales. ● Subscriptions, Pay-Per-View and Tipping: o Subscriptions: revenue generated from users that subscribe to content creators on Locals.com. o Badge Subscriptions: revenue generated from badge subscriptions purchased by users on Rumble.com. o Pay-Per-View and Tipping: revenue generated from pay-per-view videos offered by creators and tips given by users to creators during livestreams.
How We Generate Revenue Our portfolio of services enables a diversified set of revenue streams, which includes: ● Advertising: ○ Banner / Display Advertising: offered to advertisers via RAC across our network of publishers, including Rumble.com. ○ Video Pre-Roll / Mid-Roll Advertising: offered to advertisers via RAC across our network of publishers, including Rumble.com, and also through custom integrations into live broadcasts. ○ Creator Sponsorships: offered to advertisers via RAC programmatically and through direct sales. ● Subscriptions, Pay-Per-View and Tipping: ○ Rumble Premium subscriptions from users seeking a “no ads” experience and/or premium Rumble content. ○ Locals.com revenue generated from users that subscribe to content creators on Locals.com. ○ Badge Subscriptions: revenue generated from badge subscriptions purchased by users on Rumble.com. ○ Pay-Per-View and Tipping: revenue generated from pay-per-view videos offered by creators and tips given by users to creators during livestreams.
In 2023, 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.
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.
Rumble Services Vision, Products and Differentiation Rumble Services consists of three core businesses: Rumble Video, Rumble Studio, and RAC. The collective vision of Rumble Services is to provide creators with the best monetization toolkit on the internet.
Rumble Services Vision, Products and Differentiation Rumble Services consists of three core businesses: Rumble Video, Rumble Streaming Marketplace and RAC. The collective vision of Rumble Services is to provide creators with the best monetization toolkit on the internet.
These have included top creators, such as Dan Bongino, Russell Brand, Kim Iversen, Dave Rubin, Kimberly Guilfoyle, Glenn Greenwald, Matt Kohrs, and Dana White, just to name a few. As a result, our user base has more than tripled in three years, growing from 21 million MAUs (UA) in Q4 2020 to 67 million MAUs (GA4) in Q4 2023.
These have included top creators, such as Dan Bongino, Russell Brand, Kim Iversen, Dave Rubin, Kimberly Guilfoyle, Glenn Greenwald, Matt Kohrs, and Dana White, just to name a few. As a result, our user base has more than tripled in four years, growing from 21 million MAUs (UA) in Q4 2020 to 68 million MAUs (GA4) in Q4 2024.
We intend to continue to file additional applications with respect to our intellectual property rights. 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.
We intend to continue to file additional applications to register or otherwise protect our intellectual property rights. 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.
Soon after this, the preferencing and censorship enforced by the incumbent social platforms continued to expand into many other areas of content, including but not limited to the crypto-finance community and pop culture. As a result, more creators and their audiences found a new home on Rumble.
Soon after, 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.
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). 6 Our website address is included in this report for informational purposes only.
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).
Rumble Cloud Origin, Vision, Products and Differentiation After its initial beta phase, Rumble Cloud was launched in Q1 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 enterprise clients.
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 enterprise clients.
We rely on, and expect to continue to rely on, a combination of work for hire, assignment, and confidentiality agreements with our employees, consultants, and third parties with whom we have relationships, as well as trademark, trade dress, domain name, copyright, and trade secret laws to protect our brands, proprietary technology, and other intellectual property rights.
We rely on, and expect to continue to rely on, a combination of 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.
As of December 31, 2023, we had 158 full-time employees, of whom 37 were based in Canada and 121 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.
As of December 31, 2024, we had 135 full-time employees, of whom 32 were based in Canada and 103 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.
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 ).
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. 6 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 ).
With this capital in place, Rumble set out to execute on a growth strategy with the following four key tenets: 1) invest in content to grow and diversify the content library and user base; 2) build Rumble Advertising Center, an in-house advertising marketplace and network; 3) create the infrastructure to support the Rumble video platform and future Rumble Cloud go-to-market needs; and 4) hire across the organization to support domestic and future international growth.
With this capital in place, Rumble set out to execute on a growth strategy with the following four key tenets: 1) invest in content to grow and diversify the content library and user base; 2) build Rumble Advertising Center, an in-house advertising marketplace and network; 3) create the infrastructure to support the Rumble video platform and future Rumble Cloud go-to-market needs; and 4) hire across the organization to support domestic and future international growth. 1 In furtherance of Rumble’s strategy, the Company recently closed a strategic investment from Tether Investments S.A. de C.V.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 1 Our Portfolio Rumble is comprised of two segments: Rumble Services and Rumble Cloud. 1) Rumble Services : ● Rumble Video : a video sharing platform enabled by Rumble.com and its associated mobile and connected TV applications; ● Rumble Streaming Marketplace: a multi-platform livestreaming and monetization service for creators enabled by Rumble Studio; ● Rumble Advertising Center: an in-house advertising marketplace and network enabled by Rumble Advertising Center (“RAC”); 2) Rumble Cloud : ● Rumble Cloud: an infrastructure as a service (IaaS) offering consisting of a portfolio of compute, storage, security, and networking offerings.
Our Portfolio Rumble consists of two business units: Rumble Services and Rumble Cloud. 1) Rumble Services : ● Rumble Video : a video sharing platform enabled by Rumble.com and its associated mobile and connected TV applications; ● Rumble Streaming Marketplace: a multi-platform livestreaming and monetization service for creators enabled by Rumble Studio; ● Rumble Advertising Center: an in-house advertising marketplace and network enabled by Rumble Advertising Center (“RAC”); 2) Rumble Cloud : ● Rumble Cloud: an infrastructure as a service (IaaS) offering consisting of a portfolio of compute, storage, security, and networking offerings.
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.
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.
Intellectual Property Our intellectual property includes trademarks, such as RUMBLE in the United States and Canada, pending international applications to register the trademark RUMBLE , and several pending U.S. trademark applications, including applications for LOCALS , RUMBLE CLOUD , RUMBLE STUDIO , and RAC ; the domain names rumble.com and locals.com ; copyrights in our source code, website, apps and creative assets; a pending patent application for technology related to Rumble Studio; and trade secrets.
Intellectual Property Our intellectual property includes trademarks, such as the trademark RUMBLE (registered in the United States, Canada, and the United Kingdom), other pending international applications to register the trademark RUMBLE , and several pending U.S. trademark registration applications, including applications for to federally register the trademarks RUMBLE CLOUD , RUMBLE STUDIO , RUMBLE ADVERTISING CENTER, RUMBLE SPORTS, RUMBLE POLITICS, RUMBLE NEWS, RUMBLE ENTERTAINMENT, RUMBLE PREMIUM, RUMBLE SUBSCRIPTION, 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 patent application for technology related to Rumble Studio; and trade secrets.
Examples of such regimes include Section 5 of the Federal Trade Commission Act, the EU’s General Data Protection Regulation (GDPR), and the California Consumer Privacy Act (CCPA). These laws generally regulate the collection, storage, transfer and use of personal information.
Examples of such regimes include Section 5 of the Federal Trade Commission Act (15 U.S.C. §§ 41 et. seq. ) (FTCA), the EU’s General Data Protection Regulation (GDPR), and the California Consumer Privacy Act (California Civil Code § 1798.100) (CCPA). These laws generally regulate the collection, storage, transfer and use of personal information.
In addition, Rumble Video also offers a premium subscription service via Locals.com, where users can access certain free content and purchase subscriptions to support creators and access exclusive content in creator communities.
In addition, Rumble Video also offers two types of subscription services: 1) Rumble Premium – a “no ads” experience with access to certain exclusive content, and 2) Locals.com, where users can access certain free content and purchase subscriptions to support creators and access exclusive content in creator communities.
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 to date and its future potential.
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.
Today, Rumble is a high-growth video and cloud services provider on a mission to protect the free and open internet. 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.
(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.
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.
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.
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 (“DMCA”) and Section 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.
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 (DMCA) and Section 230 (47 U.S.C. § 230).
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.
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.
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 (ROSCA) and various state laws.
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.
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.
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.
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.
In the U.S., these matters are regulated by, among other things, the federal Restore Online Shoppers Confidence Act (ROSCA) and various state laws. 5 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.
During this period of accelerated growth, Rumble announced a business combination with CF VI, a special purpose acquisition company, on December 1, 2021. The 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”) began trading on The Nasdaq Global Market (“Nasdaq”) under the symbol RUM.
The 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”) began trading on The Nasdaq Global Market (“Nasdaq”) under the symbol RUM. The Business Combination and related PIPE investment provided Rumble with gross proceeds of approximately $400 million, before transaction expenses.
With Rumble Cloud’s Resource Tiers, customers will have the freedom to grow and scale at a pace that works best for their needs, without surprises on their monthly bill. Sales & Marketing The front end of Rumble Cloud, rumble.cloud, is designed to support a self-serve customer acquisition model.
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. 4 Sales & Marketing We drive demand for Rumble Cloud using an account executive, account management and channel partner approach.
Marketing efforts will be focused on attracting leads and converting through the marketing funnel via traditional paid, earned and owned media strategies. Rumble’s video business has cultivated an ecosystem of tens of millions of users and creators. Activating this community is a core piece of our marketing strategy for Rumble Cloud.
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.
In addition to NVMe SSDs, Rumble Cloud virtual machines run atop fully dedicated vCPUs, ensuring fast and consistent performance. 4 How We Generate Revenue Rumble Cloud launched and currently runs on a subscription model.
How We Generate Revenue Rumble Cloud launched and currently runs on a subscription model.
To complement the self-serve customer acquisition component, we plan to drive demand for Rumble Cloud using a direct sales and channel partner approach. Channel partners will include referral, reseller and managed service partners, who are well positioned to help us expand our mid-market, enterprise and specialty segments.
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.
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The Business Combination and related PIPE investment provided Rumble with gross proceeds of approximately $400 million, prior to transaction expenses. This capital infusion has helped Rumble compete with its big tech and other incumbent competitors.
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We have also started to focus on monetizing our user base, with our Average Revenue Per User (“ARPU”) increasing from $0.28 in Q4 2023 to $0.39 in Q4 2024.
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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.
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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.
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(as successor in interest to Tether Investments Limited) (“Tether”), the largest company in the digital assets industry and the most widely used dollar stablecoin across the world with more than 400 million users.
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Pursuant to the transaction, which closed on February 7, 2025, 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 will use $250 million of the proceeds, after transaction expenses, to support growth initiatives.
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As part of the closing of the transaction, the Company also completed its previously announced 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.
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Rumble’s existing Board of Directors (“Board”) and governance structure, including Chris Pavlovski’s super-majority voting control, remains unchanged following the transaction.
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Rumble Studio is currently available via desktop and mobile web, as well as iOS and Android mobile applications. 2 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.
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Our website address is included in this report for informational purposes only.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur recent expansion into the cloud service business may not be successful and involves various risks relating to this business that may negatively affect our operating results, including: ● our ability to derive an optimal pricing model that enables us to derive sufficient value from our customers while attracting new customers and retaining existing customers; ● our reliance on third-party providers for data center space and colocation services and on public cloud providers to prevent service disruptions; ● the intense competition that we face, including from companies with longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources than we have; ● our ability to attract and retain highly qualified personnel, particularly software and cloud engineers and sales and customer experience personnel; ● the possibility that we may be unable to maintain and improve our platform performance, especially during peak usage times; ● the possibility that we may underestimate or overestimate our data center capacity requirements and our capital expenditures on data centers, servers and equipment; ● our exposure to possible liability and harm to our reputation if the security of our cloud is breached, resulting in the exposure of our customers’ data, including personal information, to cyber criminals and other nefarious actors; 19 ● the possibility that we may be unable to maintain the compatibility of our platform with third-party applications that our customers use in their businesses; and ● our ability to respond to rapid technological changes with new solutions and services offerings.
Biggest changeIn addition to other risks related to our cloud services business described in these “Risk Factors,” such risks include risks related to: ● our ability to derive an optimal pricing model that enables us to derive sufficient value from our customers while attracting new customers and retaining existing customers; ● our ability to attract and retain highly qualified personnel, particularly software and cloud engineers and sales and customer experience personnel; ● the possibility that we may be unable to maintain and improve our platform performance, especially during peak usage times; ● the possibility that service outages or disruptions negatively impact customer relationships, leading to financial losses and reputational harm; ● the possibility that we may underestimate or overestimate our data center capacity requirements and our capital expenditures on data centers, servers and equipment; ● our ability to obtain or retain standard industry security certifications for our platform and products; ● our exposure to possible liability, regulatory actions, and harm to our reputation if the security of our cloud is breached, resulting in the exposure of our customers’ data, including personal information, to cyber criminals and other nefarious actors; ● hosting by our cloud customers of illegal content, such as pirated media, could result in negative regulatory actions, including pursuant to the DMCA and the EU E-Commerce Directive, resulting in monetary penalties and forced operational halts; ● the possibility that we may be unable to maintain the compatibility of our platform with third-party applications that our customers use in their businesses; and ● our ability to respond to rapid technological changes with new solutions and services offerings.
Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business; 7 ● changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue; ● we derive the majority of our revenue from advertising.
Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business; ● changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue; 7 ● we derive the majority of our revenue from advertising.
We have elected not to opt out of such extended transition period, which may make comparison of our financial statements with those of other public companies difficult or impossible because of the potential differences in accounting standards.
We have elected not to opt out of such extended transition period, which may make the comparison of our financial statements with those of other public companies difficult or impossible because of the potential differences in accounting standards.
We believe that our ability to compete effectively for traffic depends upon many factors both within and beyond our control, including: ● the popularity, usefulness and reliability of our content compared to that of our competitors; ● the timing and market acceptance of our content; ● the continued expansion and adoption of our content; ● our ability, and the ability of our competitors, to develop new content and enhancements to existing content; ● our ability, and the ability of our competitors, to attract, develop and retain influencers and creative talent; ● the frequency, relative prominence and appeal of the advertising displayed by us or our competitors; ● public perceptions about the predominance of certain political viewpoints on our platform, regardless of whether those perceptions are accurate; ● changes mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation, including settlements and consent decrees, some of which may have a disproportionate impact on us; ● our ability to attract, retain and motivate talented employees; ● the costs of developing and procuring new content, relative to those of our competitors; ● acquisitions or consolidation within our industry, which may result in more formidable competitors; and ● our reputation and brand strength relative to our competitors.
We believe that our ability to compete effectively for traffic and users depends upon many factors both within and beyond our control, including: ● the popularity, usefulness and reliability of our content compared to that of our competitors; ● the timing and market acceptance of our content; ● the continued expansion and adoption of our content; ● our ability, and the ability of our competitors, to develop new content and enhancements to existing content; ● our ability, and the ability of our competitors, to attract, develop and retain influencers and creative talent; ● the frequency, relative prominence and appeal of the advertising displayed by us or our competitors; ● public perceptions about the predominance of certain political viewpoints on our platform, regardless of whether those perceptions are accurate; ● changes mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation, including settlements and consent decrees, some of which may have a disproportionate impact on us; ● our ability to attract, retain and motivate talented employees; ● the costs of developing and procuring new content, relative to those of our competitors; ● acquisitions or consolidation within our industry, which may result in more formidable competitors; and ● our reputation and brand strength relative to our competitors.
GAAP”), including arrangements that we assume from an acquisition; ● potential negative perceptions of our acquisitions by customers, financial markets or investors; ● failure to obtain required approvals from governmental authorities under antitrust laws on a timely basis, if at all, which could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected goals of an acquisition; ● potential loss of key employees of the companies we acquire; ● potential security vulnerabilities in acquired products that expose us to additional security risks or delay our ability to integrate the product into our service offerings; ● difficulties in applying security standards for acquired technology consistent with our other services; ● ineffective or inadequate controls, procedures and policies at the acquired company; ● inadequate protection of acquired intellectual property rights; and ● potential failure to achieve the expected benefits on a timely basis or at all.
GAAP”), including arrangements that we assume from an acquisition; ● potential negative perceptions of our acquisitions by customers, financial markets or investors; ● failure to obtain required approvals from governmental authorities under antitrust laws on a timely basis, if at all, which could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected goals of an acquisition; ● potential loss of key employees of the companies we acquire; 17 ● potential security vulnerabilities in acquired products that expose us to additional security risks or delay our ability to integrate the product into our service offerings; ● difficulties in applying security standards for acquired technology consistent with our other services; ● ineffective or inadequate controls, procedures and policies at the acquired company; ● inadequate protection of acquired intellectual property rights; and ● potential failure to achieve the expected benefits on a timely basis or at all.
New or revised tax regulations or court decisions may subject us or our customers to additional sales, income and other taxes. Any of these events could have a material adverse effect on our business, financial condition, and operating results. We are currently under or subject to examination for indirect taxes in various states, municipalities and foreign jurisdictions.
New or revised tax regulations or court decisions may subject us or our customers to additional sales, income and other taxes. Any of these events could have a material adverse effect on our business, financial condition, and operating results. 29 We are currently under or subject to examination for indirect taxes in various states, municipalities and foreign jurisdictions.
We are, and from time to time may become, involved in various legal proceedings arising in the normal course of our business activities, such as copyright infringement and tort claims arising from user-uploaded content, patent infringement claims, breach of contract claims, putative class actions based upon consumer protection or privacy laws and other matters.
We are, and from time to time may become, involved in various legal proceedings arising in the normal course of our business activities, such as copyright infringement and tort claims arising from user-uploaded content, patent and trademark infringement claims, breach of contract claims, putative class actions based upon consumer protection or privacy laws and other matters.
Our user base and user engagement growth are directly driven by the content available on our platform. We have and continue to expect to acquire content by providing economic incentives, including minimum guaranteed earnings, to a limited number of content creators, including sports leagues. These incentives have included and may continue to include equity grants and cash payments.
Our user base and user engagement growth are directly driven by the content available on our platform. We have acquired and expect to continue to acquire content by providing economic incentives, including minimum guaranteed earnings, to a limited number of content creators, including sports leagues. These incentives have included and may continue to include equity grants and cash payments.
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 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. 9 Our limited operating history makes it difficult to evaluate our business and prospects.
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 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.
The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or substantially concurrent acquisitions. 18 We are subject to cybersecurity risks and interruptions or failures in our information technology systems.
The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or substantially concurrent acquisitions. We are subject to cybersecurity risks and interruptions or failures in our information technology systems.
Additionally, if we are unable to properly protect the privacy and security of personal information, including protected health information, we could be found to have breached our contracts with certain third parties. There are numerous U.S. and Canadian federal, state, and provincial laws and regulations related to the privacy and security of personal information.
Additionally, if we are unable to properly protect the privacy and security of personal information, including protected health information, we could be found to have breached our contracts with certain third parties. 24 There are numerous U.S. and Canadian federal, state, and provincial laws and regulations related to the privacy and security of personal information.
Sales of a substantial number of our shares of Class A Common Stock in the public market or the perception that such sales will occur could adversely affect the market price for our Class A Common Stock and make it more difficult for our public stockholders to sell their shares of Class A Common Stock at such times and at such prices that they deem desirable.
In particular, sales of a substantial number of our shares of Class A Common Stock in the public market or the perception that such sales will occur could adversely affect the market price for our Class A Common Stock and make it more difficult for our public stockholders to sell their shares of Class A Common Stock at such times and at such prices that they deem desirable.
Our Charter also provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States are the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. 27 Although we believe these exclusive forum provisions benefit our company by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder finds favorable for disputes with us or any of our directors, officers or stockholders, which may discourage lawsuits with respect to such claims.
Our Charter also provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States are the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. 32 Although we believe these exclusive forum provisions benefit our company by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder finds favorable for disputes with us or any of our directors, officers or stockholders, which may discourage lawsuits with respect to such claims.
We believe that our ability to compete effectively for advertiser spend depends upon many factors both within and beyond our control, including: ● the size and composition of our user base relative to those of our competitors; ● our ad targeting capabilities, and those of our competitors; ● our ability, and the ability of our competitors, to adapt our respective models to the increasing power and significance of influencers to the advertising community; ● the timing and market acceptance of our advertising content and advertising products, and those of our competitors; ● our marketing and selling efforts, and those of our competitors; 14 ● public perceptions about the predominance of certain political viewpoints on our platform, regardless of whether those perceptions are accurate; ● the pricing for our advertising products and services relative to those of our competitors; ● the return our advertisers receive from our advertising products and services, and those of our competitors; and ● our reputation and the strength of our brand relative to our competitors.
We believe that our ability to compete effectively for advertiser spend depends upon many factors both within and beyond our control, including: ● the size and composition of our user base relative to those of our competitors; ● our ad targeting capabilities, and those of our competitors; ● our ability, and the ability of our competitors, to adapt our respective models to the increasing power and significance of influencers to the advertising community; ● the timing and market acceptance of our advertising content and advertising products, and those of our competitors; ● our marketing and selling efforts, and those of our competitors; ● public perceptions about the predominance of certain political viewpoints on our platform, regardless of whether those perceptions are accurate; 13 ● the pricing for our advertising products and services relative to those of our competitors; ● the return our advertisers receive from our advertising products and services, and those of our competitors; and ● our reputation and the strength of our brand relative to our competitors.
As a result, our competitors may acquire and engage traffic at the expense of the growth or engagement of our traffic, which would negatively affect our business.
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.
In addition, some of our larger competitors 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.
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.
If we fail to comply with such laws, we could be subject to prosecution or regulatory proceedings, or we may choose voluntarily to suspend access to our services indefinitely in the applicable jurisdiction in order to uphold our commitment to diversity of opinion, as we did in France beginning in November 2022 and in Brazil beginning in December 2023.
If we fail to comply with such laws, we could be subject to prosecution or regulatory proceedings, or we may choose voluntarily to suspend access to our services indefinitely in the applicable jurisdiction in order to uphold our commitment to free speech and diversity of opinion, as we did in France beginning in November 2022 and in Brazil beginning in December 2023.
Accordingly, Mr. Pavlovski may be incentivized to focus on short-term results which may have a positive effect on Rumble’s share price at the expense of the long-term success of the Company. 28 Substantial future sales of our Class A Common Stock by our current stockholders could cause the market price of our Class A Common Stock to decline.
Accordingly, Mr. Pavlovski may be incentivized to focus on short-term results which may have a positive effect on Rumble’s share price at the expense of the long-term success of the Company. 33 Substantial future sales of our Class A Common Stock by our current stockholders could cause the market price of our Class A Common Stock to decline.
In addition, the market price for our common stock may be subject to price movements that may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites and online forums), the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock and any related hedging and other trading factors.
In addition, the market price for our common stock may be subject to price movements that may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other online forums), the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock and any related hedging and other trading factors.
This could result in a less active trading market for our common stock, and the price of our common stock may be more volatile. Our Charter authorizes our Board of Directors (the “Board”) to issue preferred stock, which may delay, defer or prevent a tender offer or a takeover attempt.
This could result in a less active trading market for our common stock, and the price of our common stock may be more volatile. Our Charter authorizes our Board to issue preferred stock, which may delay, defer or prevent a tender offer or a takeover attempt.
We operate across many domestic and international markets which may subject us to cybersecurity, privacy, data security, data protection, and online content laws with uncertain interpretations. International laws and regulations relating to cybersecurity, privacy, data security, data protection, and online content often are more restrictive than those in the United States.
We operate across many domestic and international jurisdictions which may subject us to cybersecurity, privacy, data security, data protection, and online content laws with uncertain interpretations. International laws and regulations relating to cybersecurity, privacy, data security, data protection, and online content often are more restrictive than those in the United States.
Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment. 30 Item 1B. Unresolved Staff Comments None.
Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Item 1B. Unresolved Staff Comments None. 35
In addition, certain cyber incidents, such as surveillance or vulnerabilities in widely used open source software, may remain undetected for an extended period. Our systems for protecting against cybersecurity risks may not be sufficient. Like most major social media platforms, Rumble is routinely targeted by cyberattacks that can result in interruptions to our services.
In addition, certain cyber incidents, such as surveillance or vulnerabilities in widely used open source software, may remain undetected for an extended period. Our systems for protecting against cybersecurity risks may not be sufficient. Like most major online platforms, Rumble is routinely targeted by cyberattacks that can result in interruptions to our services.
There is no harmonized approach to these laws and regulations globally. Consequently, as we expand internationally from Canada and the United States, we increase our risk of non-compliance with applicable foreign data protection and online content laws, including laws that expose us to civil or criminal penalties in certain jurisdictions for our content moderation decisions.
There is no harmonized approach to these laws and regulations globally. Consequently, as we expand internationally from Canada and the United States, we increase our risk of noncompliance with applicable foreign data protection and online content laws, including laws that expose us to civil or criminal penalties in certain jurisdictions for our content moderation decisions.
These licenses, if required, may not be available on acceptable terms or at all. As a result, intellectual property claims against us could have a material adverse effect on our business, prospects, financial condition, operating results and cash flows. We may face liability for hosting content that allegedly infringes on third-party copyright laws.
These licenses, if required, may not be available on acceptable terms or at all. As a result, intellectual property claims against us could have a material adverse effect on our business, prospects, financial condition, operating results and cash flows. 27 We may face liability for hosting content that allegedly infringes on third-party copyright and trademark rights.
Our present focus is to grow users and usage consumption and experiment with monetization levers, which may not maximize profitability in the immediate term, but which we believe positions our business for the long term. As of December 31, 2023, we had entered into programming and content agreements with a minimum contractual cash commitment of $106 million.
Our present focus is to grow users and usage consumption and experiment with monetization levers, which may not maximize profitability in the immediate term, but which we believe positions our business for the long term. As of December 31, 2024, we had entered into programming and content agreements with a minimum contractual cash commitment of $30 million.
In the event that it is 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. 12 Our business depends on continued and unimpeded access to our content and services on the internet.
In the event that it is 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.
Like other major social media platforms, spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators, including reporting of MAUs by Google Analytics, our third-party analytics provider.
Like other major online platforms, spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators, including reporting of MAUs by Google Analytics, our third-party analytics provider.
Compliance obligations imposed by new privacy laws, laws regulating social media platforms and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business and operating results. New laws could restrict our ability to conduct marketing by, for example, restricting the emailing or targeting users or use certain technologies like artificial intelligence.
Compliance obligations imposed by new privacy laws, laws regulating online video-sharing and other platforms and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business and operating results. New laws could restrict our ability to conduct marketing by, for example, restricting the emailing or targeting users or use certain technologies like artificial intelligence.
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; ● changes made to social media and other platforms, or changes in the patterns of use of those channels by users; ● our ability to attract and retain advertisers in a particular period; ● the number of ads shown to our traffic; ● the pricing of our advertising products; ● the diversification and growth of revenue sources beyond current advertising products; ● the development and introduction of new content, products, or services by us or our competitors; ● increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to remain competitive; 10 ● our reliance on key vendor relationships, including our relationship with Cosmic Inc. and Kosmik Development Skopje doo (“Cosmic”) to provide content moderation and software development services, and dependence on a small number of customer relationships; ● legislation in Canada, the European Union, or other jurisdictions that forces us to change our content moderation policies and practices or make our platforms unavailable in those jurisdictions; ● the relative interest shown by the public with respect to news and politics, including fluctuations in such interest before, during and after the traditional U.S. election cycle; ● the relative popularity with users of the sports leagues, media and political commentators, social media influencers and other personalities with which or with whom we have exclusive contractual arrangements or are otherwise prominently featured on our platform; ● our ability to maintain gross margins and operating margins; and ● system failures or breaches of security or privacy.
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; ● changes made to other online video sharing platforms, short form video platforms, video streaming services, or changes in the patterns of use of those channels by users; ● our ability to attract and retain advertisers and content creators in a particular period; ● the number of ads shown to our traffic; ● the pricing of our advertising products; ● the diversification and growth of revenue sources beyond current advertising products; ● the development and introduction of new content, products, or services by us or our competitors; ● increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to remain competitive; ● our reliance on key vendor relationships, including our relationship with Cosmic Inc. and Kosmik Development Skopje doo (“Cosmic”) to provide content moderation, cybersecurity support, and software development services, and dependence on a small number of customer relationships; ● legislation or judicial activity in Canada, the European Union, or other jurisdictions that forces us to change our content moderation policies and practices, deactivate certain user accounts, or make our platforms unavailable in those jurisdictions; ● the relative interest shown by the public with respect to news and politics, including fluctuations in such interest before, during and after the traditional U.S. election cycle; ● the relative popularity with users of the sports leagues, media and political commentators, online influencers and other personalities with which or with whom we have exclusive contractual arrangements or are otherwise prominently featured on our platform; ● our ability to maintain gross margins and operating margins; and ● system failures or breaches of security or privacy.
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, 2023 and 2022, advertising revenue represents 74% and 79% of total revenue.
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, 2024 and 2023, advertising revenue represents 66% and 74% of total revenue.
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, inflation and overall uncertainty with respect to the economy.
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.
In addition, a substantial portion of our revenue is derived one advertiser accounting for approximately 46% and 45% of our revenue for the years ended December 31, 2023 and 2022, respectively. As is common in our industry, our advertisers do not have long-term advertising commitments with us.
In addition, a substantial portion of our revenue is derived from one advertiser accounting for approximately 16% and 46% of our revenue for the years ended December 31, 2024 and 2023, respectively. As is common in our industry, our advertisers do not have long-term advertising commitments with us.
Individuals and groups may upload controversial content to our platform. Removing or failing to remove such content may result in negative publicity, which could harm our efforts to attract and retain users and subscribers. We have also faced criticism from users and subscribers for removing content and terminating accounts in compliance with the DMCA.
Removing or failing to remove such content may result in negative publicity, which could harm our efforts to attract and retain users and subscribers. We have also faced criticism from users and subscribers for removing content and terminating accounts in compliance with the DMCA.
Our success depends on our ability to provide Rumble users with engaging content, which in part depends on the content contributed by our users. If users, including influential users, do not continue to contribute engaging content to Rumble, our user growth, retention, and engagement may decline.
An important aspect of our success is our ability to provide Rumble users with engaging content, which in part depends on the content contributed by our users. If users, including influential users, do not continue to contribute engaging content to Rumble, our user growth, retention, and engagement may decline.
As the beneficial owner of all of the Class D Common Stock, par value $0.0001 per share, of Rumble (the “Class D Common Stock”), our CEO Chris Pavlovski is able to exercise voting rights with respect to approximately 85% of the voting power of Rumble’s outstanding capital stock. For so long as Mr.
As the beneficial owner of all of the Class D Common Stock, par value $0.0001 per share, of Rumble (the “Class D Common Stock”), our CEO Chris Pavlovski is able to exercise voting rights with respect to approximately 83% of the voting power of Rumble’s outstanding capital stock.
There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we or our independent registered public accounting firm continue to report a material weakness in our internal controls over financial reporting.
There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we continue to report a material weakness in our internal controls over financial reporting.
No assurance can be given that confidentiality, non-disclosure, or invention assignment agreements with employees, consultants, or other parties will not be breached and will otherwise be effective in controlling access to and distribution of our platform or solutions, or certain aspects of our platform or solutions, and proprietary information.
We may be unsuccessful in adequately protecting our intellectual property. No assurance can be given that confidentiality, non-disclosure, or invention assignment agreements with employees, consultants, or other parties will not be breached and will otherwise be effective in controlling access to and distribution of our platform or solutions, or certain aspects of our platform or solutions, and proprietary information.
If our security measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face legal claims from users and subscribers; ● we may fail to comply with applicable privacy laws; ● we may be found to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations; ● we may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of Section 230; ● the incentives that we offer to certain content creators may lead to liability based on the actions of those creators; ● changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities may adversely impact our financial results; ● compliance obligations imposed by new privacy laws, laws regulating social media platforms and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business and operating results; ● we may become subject to newly enacted laws and regulations that restrict content on the internet; ● paid endorsements by our content creators may expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely affect our business, financial condition and results of operations; ● we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violated any law; ● our Chief Executive Officer (“CEO”) has control over key decision making as a result of his control of a majority of the voting power of our outstanding capital stock; ● our CEO may be incentivized to focus on the short-term share price as a result of his interest in shares placed in escrow and subject to forfeiture pursuant to the terms of the Business Combination Agreement; ● we have incurred and will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations; and ● substantial future sales of our Class A Common Stock by our current stockholders could cause the market price of our Class A Common Stock to decline. 9 Risks Relating to Our Business Weakened global economic conditions, including the effects of heightened inflation, may affect our business and operating results.
If our security measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face legal claims from users and subscribers; ● we may fail to comply with applicable privacy laws, subjecting us to liability and damages; ● our cloud services business operates in a highly regulated environment, subject to a complex and rapidly evolving array of domestic and international laws, regulations, and industry standards governing data privacy, cybersecurity, data localization, and cross-border data transfers; 8 ● noncompliance with anti-corruption, anti-bribery, anti-money laundering, and similar laws can subject us to criminal or civil liability and harm our business, financial condition and results of operations; ● we may be found to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations; ● we may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of Section 230; ● the incentives that we offer to certain content creators may lead to liability based on the actions of those creators; ● changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities may adversely impact our financial results; ● compliance obligations imposed by new privacy laws, laws regulating online video sharing platforms, other online platforms and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business and operating results; ● we may become subject to newly enacted laws and regulations that restrict content on the internet; ● paid endorsements by our content creators may expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely affect our business, financial condition and results of operations; ● we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violated any law; ● our Chief Executive Officer (“CEO”) has control over key decision making as a result of his control of a majority of the voting power of our outstanding capital stock; ● our CEO may be incentivized to focus on the short-term share price as a result of his interest in shares placed in escrow and subject to forfeiture pursuant to the terms of the Business Combination Agreement; ● we have incurred and will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations; and ● substantial future sales of our Class A Common Stock by our current stockholders could cause the market price of our Class A Common Stock to decline.
If our existing third-party service agreements terminate for any reason, or if the commercial terms of such agreements are changed or do not continue to be renewed on favorable terms, we would need to enter into new third-party service agreements, which could negatively impact our revenues, ability to attract future cloud services customers, public reputation, and profitability. 16 In addition, our initial cloud service offerings revolve around a small number of customer relationships.
If our existing third-party service agreements terminate for any reason, or if the commercial terms of such agreements are changed or do not continue to be renewed on favorable terms, we would need to enter into new third-party service agreements, which could negatively impact our revenues, ability to attract future cloud services customers, public reputation, and profitability.
In addition, legal standards relating to the validity, enforceability, and scope of protection of proprietary rights in internet-related businesses are uncertain and evolving, and changes in these standards may adversely impact the viability or value of our proprietary rights.
Current law may not provide for adequate protection of our platform or data. In addition, legal standards relating to the validity, enforceability, and scope of protection of proprietary rights in internet-related businesses are uncertain and evolving, and changes in these standards may adversely impact the viability or value of our proprietary rights.
We have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity.
Additionally, as we expand into international markets, we may fail to recruit new content creators in those markets, limiting our appeal to international audiences. 16 We have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity.
There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq. If Nasdaq delists our shares from trading on its exchange for failure to meet the listing standards and we are not able to list such securities on another national securities exchange, our securities could be quoted on an over-the-counter market.
If Nasdaq delists our shares from trading on its exchange for failure to meet the listing standards and we are not able to list such securities on another national securities exchange, our securities could be quoted on an over-the-counter market.
If our relationship with third-party publishers terminates for any reason, or if the commercial terms of our relationships are changed or do not continue to be renewed on favorable terms, we would need to secure and integrate new publishers, which could negatively impact our revenues and profitability. 15 We depend on third-party vendors, including internet service providers and data centers, to provide core services.
If our relationship with third-party publishers terminates for any reason, or if the commercial terms of our relationships are changed or do not continue to be renewed on favorable terms, we would need to secure and integrate new publishers, which could negatively impact our revenues and profitability.
New laws in Canada, along with laws under consideration in the European Union and other jurisdictions in which we operate, may also require us to change our content moderation practices or privacy policies in ways that harm our business or create the risk of fines or other penalties for non-compliance. 25 We may become subject to newly enacted laws and regulations that restrict content on the internet.
New laws in Canada, along with laws under consideration in the European Union and other jurisdictions in which we operate, may also require us to change our content moderation practices or privacy policies in ways that harm our business or create the risk of fines or other penalties for noncompliance.
The immunities conferred by Section 230 could be narrowed or eliminated through amendment, regulatory action or judicial interpretation. In 2018, Congress amended Section 230 to remove immunities for content that promotes or facilitates sex trafficking and prostitution.
In the United States, Section 230 generally limits our liability for hosting tortious and otherwise illegal content. The immunities conferred by Section 230 could be narrowed or eliminated through amendment, regulatory action or judicial interpretation. In 2018, Congress amended Section 230 to remove immunities for content that promotes or facilitates sex trafficking and prostitution.
We may be found to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations. We expect to be subject to legal claims that we have infringed the intellectual property rights of others.
We may be found to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations. Given the nature of our business and as a publicly traded company, we have been, and expect to be, subject to legal claims that we have infringed the intellectual property rights of others.
We collect, store, and process large amounts of video content (including videos that are not intended for public consumption) and personal information of our users and subscribers. We also share such information, where appropriate, with third parties that help us operate our business. Despite our efforts, we may fail to properly secure our systems and our user and subscriber data.
We collect, store, and process large amounts of video content (including videos that are not intended for public consumption) and personal information of our users, cloud customers, and subscribers. We also share such information, where appropriate, with third parties that help us operate our business.
If we cannot continue to develop and improve our advertising tools in a timely and cost-effective fashion, or if such tools are unreliable, difficult to use, or otherwise unsatisfactory to our advertisers, or if the measurement or verification results are inconsistent with our advertisers’ goals, our advertising revenue could be negatively impacted, which in turn could adversely affect our business and operating results.
If we cannot continue to develop and improve our advertising tools in a timely and cost-effective fashion, or if such tools are unreliable, difficult to use, or otherwise unsatisfactory to our advertisers, or if the measurement or verification results are inconsistent with our advertisers’ goals, our advertising revenue could be negatively impacted, which in turn could adversely affect our business and operating results. 15 Our cloud services business relies on a small number of key third-party service providers and a small number of customer relationships, the disruption of which could harm our operating results.
We cannot predict the outcome of any lawsuit, claim, investigation or proceeding with certainty, or whether any such matter will have a material adverse effect on our consolidated financial position, liquidity, or results of operations. We refer to the disclosure in “Item 3.
We cannot predict the outcome of any lawsuit, claim, investigation or proceeding with certainty, or whether any such matter will have a material adverse effect on our consolidated financial position, liquidity, or results of operations. We refer to the disclosure in “Item 3. Legal Proceedings” for a description of recent and ongoing litigation, which disclosure is incorporated herein by reference.
Any of the foregoing developments may adversely affect our business and operating results. We may not be able to maintain relationships with existing publishers through RAC and may fail to attract new publishers to our network .
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. 14 We may not be able to maintain relationships with existing publishers through RAC and may fail to attract new publishers to our network.
We also face significant competition for advertiser spend. We compete against online and mobile businesses and traditional media outlets, such as television, radio and print, for advertising budgets. 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.
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.
Such campaigns, even if groundless in nature, may result in negative public perception and damage to relationships with our business partners, including content creators and advertisers, which may negatively impact our operating results.
Such campaigns, even if groundless in nature, may result in negative public perception and damage to relationships with our business partners, including additional or more intense advertiser boycotts, which may negatively impact our operating results and future growth potential.
Notwithstanding our efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss; ● spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators and may negatively impact our reputation; ● our recently launched cloud business may not achieve success, and, as a result, our business, financial condition and results of operations could be adversely affected; ● negative media campaigns may adversely impact our financial performance, results of operations, and relationships with our business partners, including content creators and advertisers; 8 ● our management team has limited experience managing a public company; ● we collect, store, and process large amounts of user video content and personal information of our users and subscribers.
Notwithstanding our efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss; ● spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators and may negatively impact our reputation; ● our cloud services business may not achieve success, and, as a result, our business, financial condition and results of operations could be adversely affected; ● negative media campaigns may adversely impact our financial performance, results of operations, and relationships with our business partners, including content creators and advertisers; ● our management team has limited experience managing a public company; ● our recently implemented Bitcoin treasury strategy exposes us to various risks associated with holding Bitcoin; ● our planned expansion into accepting certain stablecoins as a medium of exchange will expose us to additional financial, regulatory, operational, and market risks that could adversely affect our business, financial condition, and results of operations; ● the development and use of artificial intelligence (“AI”) may result in reputational harm, liability, or other adverse consequences to our business operations; ● we collect, store, and process large amounts of user video content and personal information of our users and subscribers.
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 us.
Risks Relating to Our Business Weakened global economic conditions, including the effects of heightened inflation, 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 us.
This could materially adversely affect us and lead to a decline in the market price of our securities. 20 Risks Related to the Legal and Regulatory Environment in Which We Operate We collect, store, and process large amounts of user video content and personal information of our users and subscribers.
Risks Related to the Legal and Regulatory Environment in Which We Operate We collect, store, and process large amounts of user video content and personal information of our users and subscribers.
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.
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. 10 If we fail to maintain adequate operational and financial resources, particularly if we continue to grow rapidly, we may be unable to execute our business plan or maintain high levels of service and customer satisfaction.
We can provide no assurance that we are adequately insured to cover claims related to user content or that our indemnification provisions will be adequate to mitigate all liability that may be imposed on us as a result of claims related to user content. 23 We may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of Section 230.
We can provide no assurance that we are adequately insured to cover claims related to user content or that our indemnification provisions will be adequate to mitigate all liability that may be imposed on us as a result of claims related to user content.
Legal Proceedings” for a description of recent and ongoing litigation, which disclosure is incorporated herein by reference. 26 Paid endorsements by our content creators may expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely affect our business, financial condition and results of operations.
Paid endorsements by our content creators may expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely affect our business, financial condition and results of operations.
These incentives have included and may continue to include equity grants or cash payments, including arrangements under which we may agree to pay fixed compensation to a content creator (in certain cases, for multiple years) irrespective of whether the actual revenue or user growth generated by the applicable content creator on our platform meets our original modeled financial projections for that creator.
These incentives have included and may continue to include equity grants or cash payments, including arrangements under which we may agree to pay fixed compensation to a content creator (in certain cases, for multiple years) irrespective of whether the actual revenue or user growth generated by the applicable content creator on our platform meets our original modeled financial projections for that creator. 28 While we believe that the incentives we offer to certain content creators do not alter our liability protections under Section 230, it is possible that future judicial interpretations of the statute will lead to liability for tortious or unlawful materials uploaded to Rumble by those content creators.
The success of our future business activities in the cloud services space may depend upon such existing third-party providers, some of whom may compete with us in other lines of business.
As we continue to expand our cloud services offerings, we have entered into agreements with certain third-party service providers. The success of our future business activities in the cloud services space may depend upon such existing third-party providers, some of which may compete with us in other lines of business.
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. 13 We face significant market 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.
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.
In addition to the risks associated with enforcement activities and potential contractual liabilities, our ongoing efforts to comply with evolving laws and regulations at the federal and state level may be costly and require ongoing modifications to our policies, procedures and systems. 21 Internationally, laws, regulations and standards in many jurisdictions apply broadly to the collection, transmission, storage, use, processing, destruction, retention and security of personal information.
In addition to the risks associated with enforcement activities and potential contractual liabilities, our ongoing efforts to comply with evolving laws and regulations at the federal and state level may be costly and require ongoing modifications to our policies, procedures and systems.
Our expansion has placed, and our expected future growth will continue to place, a significant strain on our management, customer experience, research and development, sales and marketing, administrative, financial, and other resources. 11 We anticipate that significant additional investments will be required to scale 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 scale with our overall growth.
We anticipate that significant additional investments will be required to scale 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 scale with our overall growth.
We continually seek to improve our ability to estimate the total number of spam-generated users and eliminate them from the calculation of our MAUs; however, we will not succeed in identifying and removing all spam.
We continually seek to improve our ability to estimate the total number of spam-generated users and eliminate them from the calculation of our MAUs; however, we will not succeed in identifying and removing all spam. 18 Our cloud services business may not achieve success, and, as a result, our business, financial condition and results of operations could be adversely affected.
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.
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. 12 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.
To the extent our revenue and/or user growth assumptions associated with any such creator do not meet our expectations, our financial performance, results of operations and liquidity may be negative impacted, since a failure to achieve these expectations is not expected to reduce our fixed payment obligations to any such creator. 17 In addition, when these programming and content agreements expire, content creators may choose to leave the Rumble video platform in favor of competing platforms, especially if competing platforms offer superior monetization opportunities.
To the extent our revenue and/or user growth assumptions associated with any particular creator do not meet our expectations, our financial performance, results of operations and liquidity may be negatively impacted, since a failure to achieve these expectations is not expected to reduce our fixed payment obligations to any such creator.
In order to expand our business, we have made acquisitions and may continue making similar acquisitions and possibly larger acquisitions as part of our growth strategy. The success of our future growth strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions.
The success of our future growth strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions. Acquisitions are inherently risky, and any acquisitions we complete may not be successful.
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.
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. 11 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.
The existence of such vulnerabilities, if undetected or detected but not remediated, could result in unauthorized access to our systems or the data of our users. A data breach could expose us to regulatory actions and litigation. Depending on the circumstances, we may be required to disclose a suspected breach to regulators, affected individuals, and the public.
A data breach could expose us to regulatory actions and litigation. Depending on the circumstances, we may be required to disclose a suspected breach to regulators, affected individuals, and the public.
This could be caused by technical issues (bugs), obsolete technology, human error or internal or external malfeasance, undiscovered vulnerabilities, and could lead to unauthorized disclosure of data, unauthorized changes or data losses. For example, we routinely receive reports from security researchers regarding potential vulnerabilities in our applications.
Despite our efforts, we may fail to properly secure our systems and our user and subscriber data. This could be caused by technical issues (bugs), obsolete technology, human error or internal or external malfeasance, undiscovered vulnerabilities, and could lead to unauthorized disclosure of data, unauthorized changes or data losses.
In certain circumstances, we may also voluntarily suspend access to our services indefinitely in certain jurisdictions in order to uphold our commitment to diversity of opinion. In the United States, Section 230 generally limits our liability for hosting tortious and otherwise illegal content.
We may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of Section 230. In certain circumstances, we may also voluntarily suspend access to our services indefinitely in certain jurisdictions in order to uphold our commitment to free speech and diversity of opinion.
Furthermore, if we are unable to satisfy our obligations as a public company, our securities could be subject to delisting, and we could face fines, sanctions and other regulatory actions and potentially civil litigation. 29 The additional reporting and other obligations imposed by various rules and regulations applicable to public companies will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities.
Furthermore, if we are unable to satisfy our obligations as a public company, our securities could be subject to delisting, and we could face fines, sanctions and other regulatory actions and potentially civil litigation.
Media campaigns against us may be intended to interfere with our relationships with streaming partners and advertisers.
Media campaigns and advertising boycotts against us may be intended to interfere with our relationships with streaming partners and advertisers, and these campaigns and boycotts may intensify if political polarization increases in the United States and Canada.
Inadequate technical and legal intellectual property protections could prevent us from defending or securing our proprietary technology and intellectual property. Our success is dependent, in part, upon protecting our proprietary information and technology. We may be unsuccessful in adequately protecting our intellectual property.
In addition, responding to any action will likely result in a significant diversion of management’s attention and resources. 26 Inadequate technical and legal intellectual property protections could prevent us from defending or securing our proprietary technology and intellectual property. Our success is dependent, in part, upon protecting our proprietary information and technology.
Although we follow FTC guidelines regarding endorsements and require our creators to do the same, we could face liability if creators fail to follow those guidelines or otherwise engage in misleading or deceptive advertising. 24 User-generated content could affect the quality of our services and deter current or potential users from using our platforms, and we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violated any law.
User-generated content could affect the quality of our services and deter current or potential users from using our platforms, and we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violated any law. Individuals and groups may upload controversial content to our platform that does not violate our terms of service.
In addition, there are pending cases before the judiciary that may result in changes to the protections afforded to internet platforms that, depending on the outcomes, could greatly limit the scope of the current protections.
Our business, financial performance and results of operations could be negatively affected by the impact of these laws and the costs of complying with these laws, which are currently the subject of various legal challenges. 30 In addition, there are pending cases before the judiciary that may result in changes to the protections afforded to internet platforms that, depending on the outcomes, could greatly limit the scope of the current protections.
Additionally, certain unauthorized use of our intellectual property may go undetected, or we may face legal or practical barriers to enforcing our legal rights even where unauthorized use is detected. 22 Current law may not provide for adequate protection of our platform or data.
Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform or solutions. Additionally, certain unauthorized use of our intellectual property may go undetected, or we may face legal or practical barriers to enforcing our legal rights even where unauthorized use is detected.
Negative media campaigns may adversely impact our financial performance, results of operations, and relationships with our business partners, including content creators and advertisers. Our commitment to diversity of opinion and refusal to censor content on our platforms has in the past resulted and is likely to continue to result in malicious media campaigns directed against us.
Our commitment to diversity of opinion and refusal to censor otherwise allowable content on our platforms that does not violate our moderation policy has in the past resulted and is likely to continue to result in malicious media campaigns and advertiser boycotts directed against us.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+1 added−1 removed9 unchanged
Biggest changeIn addition, our Incident Response process is designed to ensure that the Board receives timely notifications and reports, particularly with respect to any material cybersecurity incident, so that they are aware of any material incident and can provide oversight and direction as part of the response and remediation process.
Biggest changeIn addition, our Incident Response process is designed to ensure that the Board receives timely notifications and reports, particularly with respect to any material cybersecurity incident, so that they are aware of any material incident and can provide oversight and direction as part of the response and remediation process. 36 Our senior management is responsible for assessing and managing the Company’s various exposures to risk, including those related to cybersecurity, on a day-to-day basis, including the identification of risks through an enterprise risk management framework and the creation of appropriate risk management programs and policies to address such risks.
The PPP are custom-tailored for the specific needs of the company – such as the nature and scale of the personal information that we collect and process – and incorporate controls and frameworks set forth by organizations such as the National Institute of Standards and Technology (NIST) and the International Organization for Standardization (ISO).
The PPP are custom-tailored for the specific needs of the company – such as the nature and scale of the personal information that we collect and process – and incorporate controls and frameworks set forth by organizations such as the National Institute of Standards and Technology and the International Organization for Standardization.
This security training will be focused on overall InfoSec, privacy best practices, and review of company policies. ● We have formed and maintain 24/7 Security Operations Center (SOC)/Network Operations Center (NOC) that continually monitors our key systems and logs. ● We have an Incident Response (IR) and escalation process that is designed to detect cyber incidents and react in an appropriate manner to reduce any related damage. ● We conduct tabletop exercises related to Business Continuity Planning (BCP) and Disaster Recovery (DR), as well as Incident Response (IR) for our SOC/NOC Operations team ● Our Board of Directors (the “Board”) is regularly updated regarding the current state of InfoSec, its future roadmap, and any significant or material cybersecurity incidents.
This security training will be focused on overall InfoSec, privacy best practices, and review of company policies. ● We have formed and maintain a 24/7 Security Operations Center (SOC)/Network Operations Center (NOC) that continually monitors our key systems and logs. ● We have an incident response and escalation process that is designed to detect cyber incidents and react in an appropriate manner to reduce any related damage. ● We conduct tabletop exercises related to business continuity planning and disaster recovery, as well as incident responses for our SOC/NOC Operations team ● Our Board is regularly updated regarding the current state of InfoSec, its future roadmap, and any significant or material cybersecurity incidents.
They are advised by our General Counsel, who has extensive government experience with cybersecurity issues and regulations. We perform internal audits of our internal information technology controls and implementation, and we carry out a tabletop exercise at least once each year to determine our ability to respond to cybersecurity incidents in an effective and efficient manner.
We perform internal audits of our internal information technology controls and implementation, and we carry out a tabletop exercise at least once each year to determine our ability to respond to cybersecurity incidents in an effective and efficient manner.
As part of its oversight function, the Board oversees the Company’s risk assessment and risk management policies, including related to cybersecurity and the data protection program, and performs an annual review and assessment of the primary operational and regulatory risks facing the Company, their relative magnitude and management’s plan for mitigating these risks. 31 As appropriate, our CTO and Director of InfoSec report to the Board on a broad range of topics, including any significant cybersecurity risks, the status of ongoing projects, future roadmap planning, updates to the company’s PPP, and other relevant updates to our InfoSec operations and stance.
As part of its oversight function, the Board oversees the Company’s risk assessment and risk management policies, including related to cybersecurity and the data protection program, and performs an annual review and assessment of the primary operational and regulatory risks facing the Company, their relative magnitude and management’s plan for mitigating these risks.
Removed
Our senior management is responsible for assessing and managing the Company’s various exposures to risk, including those related to cybersecurity, on a day-to-day basis, including the identification of risks through an enterprise risk management framework and the creation of appropriate risk management programs and policies to address such risks.
Added
As appropriate, our CTO and Director of InfoSec report to the Board on a broad range of topics, including any significant cybersecurity risks, the status of ongoing projects, future roadmap planning, updates to the company’s PPP, and other relevant updates to our InfoSec operations and stance.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

8 edited+13 added−6 removed3 unchanged
Biggest changeAlthough we believe that the allegations are meritless and intend to vigorously defend against them, the result or impact of such claims is uncertain, and could result in, among other things, damages, and/or awards of attorneys’ fees or expenses. 32 In August 2022, we received notification of a patent infringement lawsuit in the United States District Court for the Middle District of Florida by Interactive Content Engines LLC (“ICE”), a non-practicing entity.
Biggest changeThe case is currently in discovery. Although we believe that the allegations are meritless and intend to vigorously defend against them, the result or impact of such claims is uncertain, and could result in, among other things, damages, and/or awards of attorneys’ fees or expenses.
The amounts that may be recovered in such matters may be subject to insurance coverage. In January 2021, we filed an antitrust lawsuit against Google in the United States District Court for the Northern District of California, alleging that Google unlawfully gives an advantage to its YouTube platform over Rumble in search engine results and in the mobile phone market.
The amounts that may be recovered in such matters may be subject to insurance coverage. In January 2021, we filed an antitrust lawsuit against Google in the U.S. District Court for the Northern District of California, alleging that Google unlawfully gives an advantage to its YouTube platform over Rumble in search engine results and in the mobile phone market.
Along with co-plaintiff Eugene Volokh, in December 2022, we filed a lawsuit in the U.S. District Court for the Southern District of New York to block the enforcement of New York State’s Social Media Law. In February 2023, the court granted our motion for a preliminary injunction, halting enforcement of the law.
Mediation is scheduled for April 14, 2025. 37 Along with co-plaintiff Eugene Volokh, in December 2022, we filed a lawsuit in the U.S. District Court for the Southern District of New York to block the enforcement of New York State’s Social Media Law. In February 2023, the court granted our motion for a preliminary injunction, halting enforcement of the law.
In November 2023, we filed a defamation lawsuit in the U.S. District Court for the Middle District of Florida against Nandini Jammi and Claire Atkin, co-founders of an organization that targets news outlets and platforms that do not adhere to their political worldview.
District Court for the Middle District of Florida against Nandini Jammi and Claire Atkin, co-founders of an organization that targets news outlets and platforms that do not adhere to their political worldview.
The New York Attorney General appealed that decision to the U.S. Court of Appeals for the Second Circuit; that appeal remains pending. In February 2023, we filed a petition in the Court of Chancery under 8 Del.
The New York Attorney General appealed that decision to the U.S. Court of Appeals for the Second Circuit; that appeal remains pending. In November 2023, we filed a defamation lawsuit in the U.S.
The lawsuit seeks actual, presumed, and punitive damages against Jammi and Atkin for their defamatory statements about Rumble, in addition to all costs and fees associated with the case. We have also asked the court to prohibit the defendants from repeating their false statements. Jammi and Atkin’s response to the complaint is due in April 2024. Item 4.
The lawsuit seeks actual, presumed, and punitive damages against Jammi and Atkin for their defamatory statements about Rumble, in addition to all costs and fees associated with the case. We have also asked the court to prohibit the defendants from repeating their false statements. In May 2024, the defendants filed a motion to dismiss for failure to state a claim.
Mine Safety Disclosures Not Applicable. 33 Part II
Item 4. Mine Safety Disclosures Not Applicable. 38 Part II
In June 2021, Google filed a partial motion to dismiss the lawsuit and a motion to strike; in July 2022, the court denied Google’s motion. The case is currently in discovery, with trial scheduled for May 2025. In January 2022, we received notification of a lawsuit filed by Kosmayer Investment Inc. (“KII”) against Rumble and Mr.
In June 2021, Google filed a partial motion to dismiss the lawsuit and a motion to strike; in July 2022, the court denied Google’s motion. Discovery has concluded, and the court heard argument on Google’s motion for summary judgment in February 2025. Trial was scheduled for May 2025, but has been moved to July 7, 2025.
Removed
We agreed to settle the lawsuit in March 2024; the material terms of the settlement include no payment by Rumble to ICE and a covenant by ICE not to sue any current Rumble entity for patent infringement.
Added
In addition, in May 2024, we filed a second antitrust lawsuit against Google in the U.S. District Court for the Northern District of California related to Google’s monopolization of the online advertising market. This lawsuit is separate and distinct from the self-preferencing lawsuit filed in January 2021.
Removed
In October 2022 and December 2023, we received notifications of two putative class action lawsuits alleging violations of the Video Privacy Protection Act (VPPA). In December 2023, the U.S. District Court for the Middle District of Florida dismissed the first VPPA lawsuit based on the forum selection clause in our terms and conditions.
Added
In August 2024, we filed an amended complaint, and in September 2024, Google filed a motion to dismiss. In December 2024, the U.S. Judicial Panel on Multidistrict Litigation (JPML) transferred the case to the existing proceeding, In re: Google Digital Advertising Antitrust Litigation (JPML No. 3010).
Removed
Shortly thereafter, the plaintiff in the second VPPA lawsuit voluntarily dismissed his complaint. The plaintiff in the first VPPA lawsuit appealed the district court’s decision to the U.S. Court of Appeals for the Eleventh Circuit; in March 2024, the parties agreed to the voluntary dismissal of the appeal, with each party bearing its own costs and no consideration being exchanged.
Added
After common questions of facts are resolved in the Multidistrict Litigation proceeding, its case would be transferred back to the Northern District of California for trial. A second amended compliant will be filed during the week of March 24, 2025. In January 2022, we received notification of a lawsuit filed by Kosmayer Investment Inc. (“KII”) against Rumble and Mr.
Removed
C. §205, or Section 205 of the Delaware General Corporation Law (the “Petition”) to resolve potential uncertainty with respect to our authorized share capital that was introduced by the holding in Garfield v. Boxed, Inc. , 2022 WL 17959766 (Del. Ch. Dec. 27, 2022).
Added
The court held a hearing on that motion on November 7, 2024. Both parties filed motions for summary judgment. The defendants filed a notice to withdraw their consent to a joint motion to extend the case deadlines by six months and also withdrew their motion to dismiss. Rumble subsequently filed a motion to deny defendants’ motion for summary judgment.
Removed
The Court of Chancery granted our petition in March 2023 and entered an order under 8 Del.
Added
In August 2024, we filed an antitrust lawsuit in the U.S. District Court for the Northern District of Texas against the World Federation of Advertisers, WPP plc, and GroupM Worldwide LLC alleging a conspiracy to withhold advertising revenue from Rumble and other digital media platforms.
Removed
C. §205 (1) declaring our current certificate of incorporation (the “Current Certificate of Incorporation”), including the filing and effectiveness thereof, as validated and effective retroactive to the date of its filing with the Office of the Secretary of State of the State of Delaware on September 15, 2022, and all amendments effected thereby and (2) ordering that our securities (and the issuance of the securities) described in the Petition and any other securities issued in reliance on the validity of the Current Certificate of Incorporation are validated and declared effective, each as of the original issuance dates.
Added
The lawsuit seeks a declaration that the defendants’ conduct is illegal, a permanent injunction against the conduct, damages, interest, and legal fees, among other relief. In September 2024, we filed an amended complaint, which added Diageo plc as a defendant. The defendants’ filed a motion to dismiss on February 21, 2025. Rumble’s answer is due on April 15, 2025.
Added
In October 2024, plaintiff David Stebbins filed a lawsuit in the U.S. District Court for the District of Delaware naming Rumble Inc. and an unaffiliated entity doing business as “The Specter Report” as defendants. Mr.
Added
Stebbins, who is not represented by counsel, alleges six counts of copyright infringement and one count of slander and seeks injunctive relief and $900,000 in damages from Rumble. We have not yet been formally served with the lawsuit and believe that the allegations are meritless.
Added
In November 2024, we filed a lawsuit against the California Attorney General and Secretary of State in the U.S. District Court for the Eastern District of California to enjoin the enforcement of AB 2655, a recently enacted state law regulating online platforms.
Added
The law would require online platforms to receive reports about posts related to elections, public officials, and candidates for office that are deemed “materially deceptive,” then remove or label the content.
Added
Our lawsuit was consolidated with similar lawsuits filed by other affected online platforms and content creators, and the state of California has agreed to enjoin the enforcement of the law during the initial phases of the litigation. The plaintiffs’ summary judgment motions were filed on March 7, 2025.
Added
In February 2025, Rumble filed a complaint and a request for a Temporary Restraining Order (“TRO”) in the U.S. District Court for the Middle District of Florida against Brazilian Supreme Court Justice Alexandre de Moraes related to content blocking orders issued by him against Rumble.
Added
The court denied, without prejudice, Rumble’s motion for a TRO on the grounds that the matter was not ripe for judicial review. The court noted that Justice Moraes’s pronouncements and directives had not been properly served on Rumble, that Rumble was not obligated to comply with such pronouncements and directives, and that no U.S. entity was required to enforce them.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+0 added−0 removed6 unchanged
Biggest changeHolders of Record As of March 25, 2024, there were (i) 115 shareholders of record of our Class A Common Stock, (ii) 9 shareholders of record of our Class C Common Stock, (iii) one shareholder of record of our Class D Common Stock and (iv) 7 holders of record of our warrants to purchase our Common Stock.
Biggest changeHolders of Record As of March 20, 2025, there were (i) 170 shareholders of record of our Class A Common Stock, (ii) 9 shareholders of record of our Class C Common Stock, (iii) one shareholder of record of our Class D Common Stock and (iv) 14 holders of record of our warrants to purchase our Common Stock.
The graph assumes a beginning investment of $100 on September 16, 2022, the date of the consummation of the Business Combination, and that all dividends are reinvested. We have never declared or paid cash dividends on our common stock nor do we anticipate paying any such cash dividends in the foreseeable future. 34 Item 6. [Reserved]
The graph assumes a beginning investment of $100 on September 16, 2022, the date of the consummation of the Business Combination, and that all dividends are reinvested. We have never declared or paid cash dividends on our common stock nor do we anticipate paying any such cash dividends in the foreseeable future. 39 Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

48 edited+31 added−26 removed42 unchanged
Biggest changeResults of Operations The following table sets forth our consolidated statements of operations for the years ended December 31, 2023 and 2022 and the dollar and percentage change between the two periods: For the year ended December 31, 2023 2022 Variance ($) Variance (%) Revenues $ 80,963,451 $ 39,384,284 $ 41,579,167 106 % Expenses Cost of services (content, hosting and other) $ 146,156,734 $ 43,745,518 $ 102,411,216 234 % General and administrative 37,125,296 16,086,254 21,039,042 131 % Research and development 15,721,663 6,342,851 9,378,812 148 % Sales and marketing 13,427,021 6,137,860 7,289,161 119 % Acquisition-related transaction costs 1,151,318 1,116,056 35,262 3 % Amortization and depreciation 4,850,812 1,556,056 3,294,756 212 % Changes in fair value of contingent consideration (1,922,381 ) - (1,922,381 ) *NM Total expenses 216,510,463 74,984,595 141,525,868 189 % Loss from operations (135,547,012 ) (35,600,311 ) (99,946,701 ) 281 % Interest income 13,594,463 3,019,456 10,575,007 350 % Other income (expense) (125,511 ) (49,067 ) (76,444 ) 156 % Change in fair value of warrant liability 2,365,895 21,010,500 (18,644,605 ) (89 )% Loss before income taxes (119,712,165 ) (11,619,422 ) (108,092,743 ) 930 % Income tax recovery - 215,428 (215,428 ) (100 )% Deferred tax recovery 3,291,703 - 3,291,703 *NM Net loss $ (116,420,462 ) $ (11,403,994 ) $ (105,016,468 ) 921 % *NM- Percentage change not meaningful. 41 Revenues Revenues increased by $41.6 million to $81.0 million in the year ended December 31, 2023 compared to the year ended December 31, 2022, of which $28.9 million is attributable to higher advertising revenue and $12.7 million is attributable to higher revenue from other services and cloud.
Biggest changeResults of Operations The following table sets forth our consolidated statements of operations for the years ended December 31, 2024 and 2023 and the dollar and percentage change between the two periods: For the year ended December 31, 2024 2023 Variance ($) Variance (%) Revenues $ 95,488,190 $ 80,963,451 $ 14,524,739 18 % Expenses Cost of services (content, hosting and other) $ 138,472,266 $ 146,156,734 $ (7,684,468 ) (5 )% General and administrative 36,646,307 37,125,296 (478,989 ) (1 )% Research and development 18,923,319 15,721,663 3,201,656 20 % Sales and marketing 17,330,925 13,427,021 3,903,904 29 % Acquisition-related transaction costs - 1,151,318 (1,151,318 ) (100 )% Amortization and depreciation 13,614,587 4,850,812 8,763,775 181 % Changes in fair value of contingent consideration 1,354,357 (1,922,381 ) 3,276,738 (170 )% Total expenses 226,341,761 216,510,463 9,831,298 5 % Loss from operations (130,853,571 ) (135,547,012 ) 4,693,441 (3 )% Interest income 8,083,903 13,594,463 (5,510,560 ) (41 )% Other expense (207,431 ) (125,511 ) (81,920 ) 65 % Change in fair value of warrant liability (32,694,697 ) 2,365,895 (35,060,592 ) (1,482 )% Change in fair value of derivative (184,699,998 ) - (184,699,998 ) *NM Loss before income taxes (340,371,794 ) (119,712,165 ) (220,659,629 ) 184 % Income tax benefit 2,009,015 3,291,703 (1,282,688 ) (39 )% Net loss $ (338,362,779 ) $ (116,420,462 ) $ (221,942,317 ) 191 % * NM- Percentage change not meaningful. 45 Revenues Revenues increased by $14.5 million to $95.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023, of which $10.3 million was attributable to an increase in Audience Monetization revenues and $4.2 million was attributable to higher Other Initiatives.
The contingent consideration liability arose in connection with the Callin acquisition and the fair value of this contingent consideration was measured using the fair value of the expected number of shares to be issued and Company’s share price at closing.
The contingent consideration liability arose in connection with the Callin acquisition and the fair value of this contingent consideration was measured using the fair value of the expected number of shares to be issued and the Company’s share price at closing.
As a public company, we expect to continue to incur material costs related to compliance with applicable laws and regulations, including audit and accounting fees, legal, insurance, investor relations and other costs. 36 Research and Development Expenses Research and development expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our employees on our engineering and development teams.
As a public company, we expect to continue to incur material costs related to compliance with applicable laws and regulations, including audit and accounting fees, legal, insurance, investor relations and other costs. 41 Research and Development Expenses Research and development expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our employees on our engineering and development teams.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the “Business” section and Rumble Inc.’s (“Rumble” or the “Company”) consolidated financial statements as of and for the years ended December 31, 2023 and 2022 (“consolidated financial statements”) and other information included elsewhere in this Annual Report.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the “Business” section and Rumble Inc.’s (“Rumble” or the “Company”) consolidated financial statements as of and for the years ended December 31, 2024 and 2023 (“consolidated financial statements”) and other information included elsewhere in this Annual Report.
Universal Analytics, https://support.google.com/analytics/answer/11986666#zippy=%2Cin-this-article (last accessed Mar. 15, 2024) [hereinafter: “Google, Comparing Metrics.”] (providing the technical criteria Google uses to calculate active users). 2 Id . 3 Id . 4 During the measurement period, Rumble was available on the following connected TV systems: Roku, Android TV, Amazon Fire, LG, and Samsung TVs. 5 Google provides additional information on its definition of an “active user,” see Google, Comparing Metrics. 6 According to the GA4 dashboard, “[a]s of August 26, 2023, Analytics is estimating data that’s missing due to factors such as cookie consent.” 38 As with our earlier MAU reporting, there is a potential for minor overlap in the resulting data due to users who access Rumble’s content through the web, our mobile apps, and connected TVs in a given measurement period; however, given that we believe this minor overlap to be immaterial, we do not separately track or report “unique users” as distinct from MAUs.
Universal Analytics, https://support.google.com/analytics/answer/11986666#zippy=%2Cin-this-article (last accessed Mar. 12, 2025) [hereinafter: “Google, Comparing Metrics.”] (providing the technical criteria Google uses to calculate active users). 2 Id . 3 Id . 4 During the measurement period, Rumble was available on the following connected TV systems: Roku, Android TV, Amazon Fire, LG, and Samsung TVs. 5 Google provides additional information on its definition of an “active user,” see Google, Comparing Metrics. 6 According to the GA4 dashboard, “[a]s of August 26, 2023, Analytics is estimating data that’s missing due to factors such as cookie consent.” 43 As with our earlier MAU reporting, there is a potential for minor overlap in the resulting data due to users who access Rumble’s content through the web, our mobile apps, and connected TVs in a given measurement period; however, given that we believe this minor overlap to be immaterial, we do not separately track or report “unique users” as distinct from MAUs.
Due to the degree of judgment involved in our estimation techniques, our estimate may result in significant difference in the estimation of fair value. 45 Share-based Compensation The Company issues equity awards such as stock options and restricted stock units to certain of its employees, directors, officers and consultants.
Due to the degree of judgment involved in our estimation techniques, our estimate may result in a significant difference in the estimation of fair value. Share-based Compensation The Company issues equity awards such as stock options and restricted stock units to certain of its employees, directors, officers and consultants.
New Accounting Pronouncements See Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements for the years ended December 31, 2023 and 2022. JOBS Act Accounting Election We are an emerging growth company, as defined in the JOBS Act.
New Accounting Pronouncements See Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements for the years ended December 31, 2024 and 2023. JOBS Act Accounting Election We are an emerging growth company, as defined in the JOBS Act.
Other Income (Expense) Other income (expense) consists of miscellaneous income earned outside of normal company revenue as well as foreign exchange gains and losses relates to gains and losses on transactions denominated in currencies other than the U.S. dollar.
Other Expense Other expense consists of miscellaneous income earned outside of normal company revenue as well as foreign exchange gains and losses related to gains and losses on transactions denominated in currencies other than the U.S. dollar.
We expect to continue to invest substantial resources to support our growth and anticipate that each of the following categories of expenses will increase in absolute dollar amounts for the foreseeable future. Cost of Services Cost of services consists of costs related to obtaining, supporting and hosting the Company’s product offerings.
We expect to continue to invest substantial resources to support our growth and anticipate that each of the following categories of expenses will increase in absolute dollar amounts for the foreseeable future. Cost of Services (Exclusive of Amortization and Depreciation) Cost of services consists of costs related to obtaining, supporting and hosting the Company’s product offerings.
Expenses Expenses primarily include cost of services, general and administrative, research and development, sales and marketing, acquisition-related transaction costs, amortization and depreciation, and changes in fair value of contingent consideration. The most significant component of our expenses on an ongoing basis are programming and content, service provider costs, and staffing-related costs.
Expenses Expenses primarily include cost of services, general and administrative, research and development, sales and marketing, acquisition-related transaction costs, amortization and depreciation, and changes in fair value of contingent consideration. The most significant component of our expenses on an ongoing basis are programming and content.
Acquisition-related Transaction Costs Acquisition-related transaction costs consist of transaction expenses related to the Business Combination and other acquisitions. Amortization and Depreciation Amortization and depreciation represent the recognition of costs of assets used in operations, including property and equipment and intangible assets, over their estimated service lives.
Acquisition-Related Transaction Costs Acquisition-related transaction costs consist of transaction expenses related to acquisitions. Amortization and Depreciation Amortization and depreciation represent the recognition of costs of assets used in operations, including property and equipment and intangible assets, over their estimated service lives.
In certain circumstances, we incur additional costs related to incentivizing top content creators to promote and join our platform; and ● Other cost of services such as third-party service provider costs, including data center and networking, and costs paid to publishers.
In certain circumstances, we incur additional costs related to incentivizing top content creators to promote and join our platform; and ● Other cost of services such as third-party service provider costs, including data center and networking, as well as payment processing fees and costs paid to publishers.
Like many other major social media companies, we rely on significant paid advertising in order to attract users to our platform; however, we cannot be certain that all or substantially all activity that results from such advertising is genuine.
Like many other major online platforms, we rely on significant paid advertising in order to attract users to our platform; however, we cannot be certain that all or substantially all activity that results from such advertising is genuine.
Our reported MAUs do not include users of Locals. We also do not separately report the number of users who register for accounts in any given period, which is different from MAUs.
We also do not separately report the number of users who register for accounts in any given period, which is different from MAUs.
We will not, however, succeed in identifying and removing all spam. MAUs (GA4) were 67 million on average in the fourth quarter of 2023, an increase of 16% from the third quarter of 2023.
We will not, however, succeed in identifying and removing all spam. MAUs (GA4) were 68 million on average in the fourth quarter of 2024, an increase of 1% from the third quarter of 2024.
The primary short-term requirements for liquidity and capital are to fund general working capital and capital expenditures. 43 As of December 31, 2023, our cash, cash equivalents, and marketable securities balance was $219.5 million. Cash, cash equivalents, and marketable securities consist of cash on deposit with banks and amounts held in money market funds, treasury bills, and term deposits.
The primary short-term requirements for liquidity and capital are to fund general working capital and capital expenditures. 47 As of December 31, 2024, our cash and cash equivalents balance was $114.0 million. Cash and cash equivalents consist of cash on deposit with banks and amounts held in money market funds, treasury bills, and term deposits.
Customers pay for advertisements either directly or through relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of actions such as clicks, or purchases taken, by our users.
Digital video and display advertisements are placed on Rumble websites or mobile applications. Customers pay for advertisements either directly or through relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, or purchases taken, by our users.
Our shares of Class A common stock and warrants are traded on The Nasdaq Global Market (“Nasdaq”) under the symbols “RUM” and “RUMBW”, respectively. Significant Events and Transactions On December 1, 2021, CF Acquisition Corp.
Our shares of Class A common stock and warrants are traded on The Nasdaq Global Market (“Nasdaq”) under the symbols “RUM” and “RUMBW”, respectively.
The warrant liability arose in connection with the warrants offered as part of the Business Combination. As these warrants meet the classification of a financial liability in accordance with ASC 815-40, the related warrant liability is measured at its fair value, determined in accordance with ASC 820, at each reporting period.
As these warrants meet the classification of a financial liability in accordance with ASC 815-40, the related warrant liability is measured at its fair value, determined in accordance with ASC 820, at each reporting period. The fair value of this warrant liability was measured using the fair value of the Company’s warrants listed on the Nasdaq.
Valuation of Intangible Assets The Company acquired intangible assets in connection with acquisitions of Callin and North River. A valuation was performed to determine the estimated fair value of identifiable intangible assets related to the acquisition. Judgment is required to estimate the fair value of these identifiable intangible assets.
A valuation was performed to determine the estimated fair value of identifiable intangible assets related to the acquisition. Judgment is required to estimate the fair value of these identifiable intangible assets.
We provided additional information about this issue in a current report on Form 8-K, filed with the SEC on January 16, 2024. 40 We regularly review, have adjusted in the past, and may in the future adjust our processes for calculating our key business metrics to improve their accuracy, including through the application of new data or technologies or product changes that may allow us to identify previously undetected spam activity.
We regularly review, have adjusted in the past, and may in the future adjust our processes for calculating our key business metrics to improve their accuracy, including through the application of new data or technologies or product changes that may allow us to identify previously undetected spam activity.
The increase in net cash used in operating activities during the year ended December 31, 2023 compared to the year ended December 31, 2022 was mostly due to an increase in expenses partially offset by changes in revenue and operating assets and liabilities.
The decrease in net cash used in operating activities during the year ended December 31, 2024 compared to the year ended December 31, 2023 was mostly due to changes in net loss adjusted for certain non-cash items, offset by changes in operating assets and liabilities.
Sales and Marketing Expenses Sales and marketing expenses increased by $7.3 million to $13.4 million in the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was due to a $2.6 million increase in staffing-related and consulting service costs as well as a $4.7 million increase in other marketing and public relations activities.
Sales and Marketing Expenses Sales and marketing expenses increased by $3.9 million to $17.3 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was due to an increase of $2.7 million in payroll and related expenses, $0.4 million in consulting services, and $0.8 million in other marketing and public relations activities.
Estimated Minutes Watched Per Month (“MWPM”) We use estimated MWPM as a measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis and the intensity of users’ engagement with the platform.
Monthly Active Users (“MAUs”) We use MAUs as a measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis.
We believe the following key accounting policies require significant judgments and estimates used in the preparation of our consolidated financial. Accordingly, we believe that these are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.
Accordingly, we believe that these are the most critical to aid in fully understanding and evaluating our financial condition and results of operations. For further information on the summary of significant accounting policies and the effect on our consolidated financial statements, see Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements.
Acquisition-related transaction costs Acquisition-related transaction costs increased by $35.3 thousand to $1.2 million in the year ended December 31, 2023 compared to the year ended December 31, 2022. Acquisition-related transaction costs for the year ended December 31, 2023 consisted of $1.2 million related to the Callin and North River acquisitions in 2023.
Acquisition-Related Transaction Costs Acquisition-related transaction costs decreased by $1.2 million to $nil in the year ended December 31, 2024 compared to the year ended December 31, 2023. Acquisition-related transaction costs for the year ended December 31, 2023 consisted of transaction costs incurred related to acquisitions completed in 2023.
The following table presents a summary of the consolidated statement of cash flows for the years ended December 31, 2023 and 2022: Year ended December 31, Net cash provided by (used in): 2023 2022 Variance ($) Operating activities $ (92,911,313 ) $ (32,285,957 ) $ (60,625,356 ) Investing activities (23,771,314 ) (10,139,167 ) (13,632,147 ) Financing activities (2,147,994 ) 332,792,493 (334,940,487 ) Operating Activities Net cash used in operating activities for the year ended December 31, 2023 primarily consisted of net loss adjusted for certain non-cash items, including a $4.3 million gain on the change in fair value of warrants and contingent consideration, offset by a $16.3 million change in share-based compensation, $5.6 million change in amortization and depreciation as well as changes in operating assets and liabilities.
The following table presents a summary of the consolidated statement of cash flows for the years ended December 31, 2024 and 2023: Year ended December 31, Net cash provided by (used in): 2024 2023 Variance ($) Operating activities $ (87,010,475 ) $ (92,911,313 ) $ 5,900,838 Investing activities (15,644,135 ) (23,771,314 ) 8,127,179 Financing activities (1,665,148 ) (2,147,994 ) 482,846 Operating Activities Net cash used in operating activities for the year ended December 31, 2024 primarily consisted of net loss adjusted for certain non-cash items, including a $218.7 million loss on the change in fair value of warrants, contingent consideration and derivative, $21.5 million change in share-based compensation, $13.6 million change in amortization and depreciation, $1.0 million changes in non-cash lease expenses, as well as changes in operating assets and liabilities.
The increase was due to an increase of $2.2 million from depreciation on our property and equipment as we continue to build out our infrastructure as well as an increase in amortization from intangible assets of $1.1 million.
The increase was due to an increase of $2.0 million from depreciation on our property and equipment as we continue to build out our infrastructure, as well as an increase in amortization from intangible assets of $6.8 million. 46 Change in Fair Value of Contingent Consideration Change in fair value of contingent consideration increased by $3.3 million to $1.4 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.
If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgment to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs.
If not, the Company applies its judgment to determine whether the acquired net assets meet the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs. 50 Valuation of Intangible Assets The Company acquired intangible assets in connection with the acquisitions of Callin and North River.
The gain from the change in fair value of contingent consideration can be directly attributable to changes in the Company’s share price since the closing. Interest Income Interest income increased by $10.6 million to $13.6 million in the year ended December 31, 2023 compared to the year ended December 31, 2022.
The change in fair value of contingent consideration was directly attributable to changes in the Company’s share price since the closing and the probability of contingencies being met. Interest Income Interest income decreased by $5.5 million to $8.1 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.
Financing Activities Net cash used in financing activities for the year ended December 31, 2023 mainly consisted of $2.1 million in taxes paid from net share settlement of share-based compensation.
Financing Activities Net cash used in financing activities for the year ended December 31, 2024 consisted of $2.0 million in taxes paid from the net share settlement of share-based compensation and $0.4 million in share issuance costs, offset by $0.7 million from proceeds related to stock options exercised.
Investing Activities Net cash used in investing activities for the year ended December 31, 2023 consisted of $24.8 million in purchases of property, equipment, and intangible assets, offset by $1.0 million in cash acquired in connection with the Callin acquisition.
Investing Activities Net cash used in investing activities for the year ended December 31, 2024 consisted of $7.2 million in purchases of property, equipment, and intangible assets, $9.6 million in cash paid in connection with the acquisitions of Callin and North River, and $1.1 million in the sale of marketable securities.
The increase was due to an increase in programming and content costs of $98.9 million, hosting expenses of $2.7 million, and other service costs of $0.8 million. General and Administrative Expenses General and administrative expenses increased by $21.0 million to $37.1 million in the year ended December 31, 2023 compared to the year ended December 31, 2022.
Research and Development Expenses Research and development expenses increased by $3.2 million to $18.9 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was due to an increase of $2.7 million in payroll and related expenses, and an increase of $0.5 million in other expenses .
As we have consistently stated, we intend to use a substantial portion of funds that we have raised to acquire content by providing economic incentives to a small number of content creators, including sports leagues.
As we have consistently stated, we are using a substantial portion of funds to acquire content by providing economic incentives to a small number of content creators, including sports leagues. As of December 31, 2024, we had entered into programming and content agreements with a minimum contractual cash commitment of $30 million.
Research and Development Expenses Research and development expenses increased by $9.4 million to $15.7 million in the year ended December 31, 2023 compared to the year ended December 31, 2022.
Amortization and Depreciation Amortization and depreciation increased by $8.8 million to $13.6 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.
As of December 31, 2023, we had entered into programming and content agreements with a minimum contractual cash commitment of $106 million. A significant amount of these minimum contractual cash commitments will be paid over 12 to 36 months, commencing in 2024.
A significant amount of these minimum contractual cash commitments will be paid over 12 to 24 months, commencing in 2025.
The increase in net cash used in investing activities during the year ended December 31, 2023 compared to the year ended December 31, 2022, was mostly due to an increase in purchases of property, equipment, and intangible assets, which includes assets acquired from North River of $7.2 million, offset by cash acquired in connection with the Callin acquisition.
The decrease in net cash used in investing activities during the year ended December 31, 2024 compared to the year ended December 31, 2023 was mainly driven by decreases in purchases of property and equipment and marketable securities, which were partially offset by a rise in spending on intangible assets.
As these warrants meet the definition of a liability under ASC 815, they are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable period of change. 37 Income and Deferred Tax Recovery (Expense) Income and deferred tax recovery (expense) consists of the estimated federal, state, and foreign income taxes incurred in the U.S. and other jurisdictions in which we operate.
Because the derivative meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”), it is measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement (“ASC 820”), with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable period of change.
The fair value of this warrant liability was measured using the fair value of the Company’s warrants listed on the Nasdaq. The decrease in the change in fair value of warrant liability is directly attributable to changes in the trading price of Rumble’s warrants.
The decrease in the change in fair value of warrant liability was directly attributable to changes in the trading price of Rumble’s warrants. Change in Fair Value of Derivative Change in fair value of derivative decreased by $184.7 million resulting in a loss of $184.7 million in the year ended December 31, 2024.
Other services include: subscription fees earned primarily from consumer product offerings such as Locals and badges; revenues generated from content that is licensed by third-parties; pay-per-view; fees from tipping and platform hosting fees. Cloud includes consumption-based fees, subscriptions for infrastructure and professional services. Refer to Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements.
Audience Monetization includes advertising fees on the Rumble platform; subscription fees earned primarily from consumer product offerings such as Rumble Premium; Locals and badges; revenues generated from content that is licensed by third-parties; pay-per-view; and fees from tipping and platform hosting fees. Advertising fees are generated by delivering digital video and display advertisements as well as cost-per-message-read advertisements.
Income Tax Recovery Income tax recovery decreased by $0.2 million to $nil in the year ended December 31, 2023 compared to the year ended December 31, 2022. Deferred Tax Recovery Deferred tax recovery increased by $3.3 million to $3.3 million in the year ended December 31, 2023 compared to the year ended December 31, 2022.
General and Administrative Expenses General and administrative expenses decreased by $0.5 million to $36.6 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.
The increase was due to an increase in payroll and related expenses of $9.0 million, share-based compensation of $2.5 million related to the recognition of contingent shares issued in connection with the Callin acquisition that were accounted for as post-combination expense, as well as a $9.5 million increase in other administrative expenses, most of which are public company-related, including accounting, legal, investor relations, insurance, and other administrative services.
The decrease in share-based compensation was related to the recognition of contingent shares issued in connection with the Callin acquisition that was accounted for as a post-combination expense as well as the expense of previously and newly granted restricted stock units and stock options for certain employees and executives.
Change in Fair Value of Contingent Consideration Change in fair value of contingent consideration increased by $1.9 million resulting in a gain of $1.9 million in the year ended December 31, 2023.
Change in Fair Value of Warrant Liability Change in fair value of warrant liability decreased by $35.1 million resulting in a loss of $32.7 million in the year ended December 31, 2024. The warrant liability arose in connection with the warrants offered as part of the Business Combination.
The increase in net cash used in financing activities was mainly due to the taxes paid from the net share settlement of share-based compensation in the year ended December 31, 2023 compared to the receipt of cash proceeds, net of transactions costs, from the Business Combination in the year ended December 31, 2022. 44 Summary of Quarterly Results Information for the most recent quarters presented are as follows: Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Mar 31, 2023 Total revenue $ 20,391,872 $ 17,982,150 $ 24,974,054 $ 17,615,375 Net loss $ (29,277,227 ) $ (29,021,042 ) $ (29,454,080 ) $ (28,668,113 ) Dec 31, 2022 Sep 30, 2022 Jun 30, 2022 Mar 31, 2022 Total revenue $ 19,957,025 $ 10,983,182 $ 4,399,312 $ 4,044,765 Net loss $ (944,668 ) $ (1,858,452 ) $ (4,688,680 ) $ (3,912,194 ) Critical Accounting Policies and Estimates We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
The reduction in net cash used was offset by an increase in share issuance costs. 48 Summary of Quarterly Results Information for the most recent quarters presented are as follows: Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Total revenue $ 30,228,287 $ 25,056,904 $ 22,469,543 $ 17,733,456 Net loss $ (236,752,626 ) $ (31,539,413 ) $ (26,780,700 ) $ (43,290,040 ) Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Mar 31, 2023 Total revenue $ 20,391,872 $ 17,982,150 $ 24,974,054 $ 17,615,375 Net loss $ (29,277,227 ) $ (29,021,042 ) $ (29,454,080 ) $ (28,668,113 ) Non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance.
Key Business Metrics To analyze our business performance, determine financial forecasts and help develop long-term strategic plans, we review the key business metrics described below. Monthly Active Users (“MAUs”) We use MAUs as a measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis.
Income Tax Benefit (Expense) Income tax benefit (expense) consists of the estimated federal, state, and foreign income taxes incurred in the U.S. and other jurisdictions in which we operate. Key Business Metrics To analyze our business performance, determine financial forecasts and help develop long-term strategic plans, we review the key business metrics described below.
The increase was due to an increase in payroll and related expenses of $7.4 million, as well as a $2.0 million increase in costs related to computer hardware, software, and other expenses used in research and development related activity.
The decrease was mainly driven by a reduction in administrative expenses of $2.8 million and share-based compensation of $1.1 million, offset by an increase in payroll and related expenses of $3.4 million. The decrease of $2.8 million in administrative expenses was primarily due to lower expenses related to public company-related costs, legal, insurance, and other administrative services.
On October 3, 2023, the Company acquired 100% of the outstanding equity of North River Project Inc. (“North River”), an entity that holds intellectual property. Refer to Note 3, Acquisitions, to our consolidated financial statements included elsewhere in this Annual Report. Revenues We generate revenues primarily from advertising fees, other services and cloud.
The Company will use $250 million of the proceeds, less transaction expenses, to support growth initiatives. 40 Refer to Note 11, Derivative Liability, to our consolidated financial statements included elsewhere in this Annual Report. Revenues We generate revenues primarily from Audience Monetization and Other Initiatives.
The increase in revenue from other services and cloud was driven mainly by subscriptions, content licensing, tipping features, and cloud services offered. Cost of Services Cost of services increased by $102.4 million to $146.2 million in the year ended December 31, 2023 compared to the year ended December 31, 2022.
Cost of Services Cost of services decreased by $7.7 million to $138.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.
Removed
VI, a Delaware corporation (“CFVI”), and Rumble Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Legacy Rumble”), entered into a business combination agreement (the “Business Combination”). On September 16, 2022, CFVI and Legacy Rumble consummated the business combination contemplated by the business combination agreement.
Added
Significant Events and Transactions On December 20, 2024, the Company announced that it had entered into a definitive agreement for a strategic investment of $775 million from Tether, the largest company in the digital assets industry and the most widely used dollar stablecoin across the world with more than 400 million users.
Removed
In connection with the consummation of the Business Combination, CFVI changed its name from CF Acquisition Corp. VI to Rumble Inc. and Legacy Rumble changed its name from Rumble Inc. to Rumble Canada Inc.
Added
As part of the transaction, which closed on February 7, 2025, 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.
Removed
Refer to Note 12, Qualifying Transaction, to the Company’s annual consolidated financial statements for the year ended December 31, 2023. 35 On May 15, 2023, the Company acquired 100% of the outstanding equity of Callin Corp. (“Callin”), a podcasting and live streaming platform. Refer to Note 3, Acquisitions, to our consolidated financial statements included elsewhere in this Annual Report.
Added
As part of the closing of the transaction, the Company completed a tender offer to purchase 70,000,000 shares of its Class A Common Stock at a price of $7.50 per share (the “Tender Offer”), for a total of $525 million, excluding fees and expenses related to the Tender Offer.
Removed
Advertising fees are generated by delivering digital video and display advertisements as well as cost-per-message-read advertisements. Digital video and display advertisements are placed on Rumble and third-party publisher websites or mobile applications.
Added
Other Initiatives includes digital advertisements that are placed on Rumble’s network of third-party publisher websites or mobile applications; and cloud. Cloud includes consumption-based fees, subscriptions for infrastructure and professional services. Refer to Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements.
Removed
We believe the growth from the third quarter of 2023 is attributable to increased interest in geopolitical events, high profile seasonal sporting events and increased interest in certain Rumble content creators.
Added
As these warrants meet the definition of a liability under ASC 815, they are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable period of change. 42 Change in Fair Value of Derivative The forward purchase contracts in connection with the Tether transaction do not meet the criteria for equity classification, and must be recorded as a liability in accordance with guidance contained in ASC 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815-40”).
Removed
Estimated MWPM represents the monthly average of minutes watched per user within a quarterly period, which helps us measure user engagement. Estimated MWPM is calculated by converting actual bandwidth consumption into minutes watched, using our management’s best estimate of video resolution quality mix and various encoding parameters.
Added
Our reported MAUs have not historically included users of Locals, however, starting in mid-May 2024, Locals users began using Rumble’s single sign-on technology to access their account, which we expect will reduce the number of Locals users not included in our Rumble MAU reporting.
Removed
We continually seek to improve our best estimates based on our observations of creator and user behavior on the Rumble platform, which changes based on the introduction of new product features, including livestreaming. We are currently limited, however, in our ability to collect data from certain aspects of our systems.
Added
The increase in MAUs was primarily driven by increased interest in politics during the final stretch of the U.S. presidential election campaign, offset in part by reduced MAU activity during the December holiday season. Average Revenue Per User (“ARPU”) We use ARPU as a measure of our ability to monetize our user base.
Removed
These limits may result in errors that are difficult to quantify, especially as the proportion of livestreaming on the Rumble platform increases over time, and as we improve the quality of various video formats by increasing bit rates. Bandwidth consumption includes video traffic across the entire Rumble platform (website, apps, embedded video, connected TV, RAC, etc.).
Added
Quarterly ARPU is calculated as quarterly Audience Monetization revenue divided by MAUs for the relevant quarter (as reported by Google Analytics). ARPU does not include Other Initiatives revenue. 44 ARPU was $0.39 in the fourth quarter of 2024, an increase of 18% from the third quarter of 2024.
Removed
In addition, our management believes bandwidth consumption includes a nominal amount of non-video traffic on the Rumble and Locals platforms and a potentially significant amount of consumption of Rumble videos outside of the Rumble video player and Rumble apps, due in part to intentional user circumvention of the Rumble platform that, despite our continuous efforts, we are unable to eliminate.
Added
The increase from the third quarter is attributable to higher advertising revenue and subscription revenue.
Removed
Combined, the bandwidth consumption for this traffic may be material and difficult to quantify, resulting in an inability for us to monetize a potentially significant portion of our estimated MWPM. 39 Estimated MWPM was 10.5 billion on average in the fourth quarter of 2023, a decrease of 5% from the fourth quarter of 2022 and a decrease of 2% from the third quarter of 2023.
Added
The increase in Audience Monetization revenues was mainly due to higher revenue from subscriptions, tipping fees, licensing, platform hosting and advertising. The increase in Other Initiative revenue was mostly due to more advertising inventory being monetized by our publisher network and an increase in cloud services offered.
Removed
We believe the decline from the fourth quarter of 2022 and third quarter of 2023 is due to a portion of our bandwidth consumption moving from third-party service providers’ content delivery networks (“CDNs”) to our own proprietary CDN beginning in the second half of the third quarter of 2023.
Added
The decrease was primarily due to a reduction in programming and content costs of $9.5 million, offset by an increase of $1.8 million in other cost of services including payment processing fees and costs paid to publishers.
Removed
Based on preliminary testing, our own CDN indicates less bandwidth consumption than one of our service providers’ CDNs for comparable user activity. Because we calculate estimated MWPM by converting bandwidth consumption into minutes watched, consumption measured through our own CDN yields a lower estimated MWPM than when measured through that service provider’s CDN.
Added
The decrease was due to our reduced investment in money market funds, treasury bills, and term deposits. Other Expense Other expense increased by an immaterial amount in the year ended December 31, 2024 compared to the year ended December 31, 2023.
Removed
Hours of Uploaded Video Per Day We use the amount of hours of uploaded video per day as a measure of content creation to help us understand the volume of content being created and uploaded to us on a daily basis.
Added
The increase was primarily due to lower foreign currency rate fluctuation as we maintained the majority of our cash balance in U.S. dollars, which is our functional currency, as of December 31, 2024.
Removed
Hours of uploaded video per day were 12,520 on average in the fourth quarter of 2023, representing an increase of 21% from the fourth quarter of 2022 and a 20% decrease from the third quarter of 2023.
Added
The derivative arose in connection with the forward purchase contracts related to the Tether transaction. As the forward purchase contracts meet the classification of a financial liability in accordance with ASC 815-40, the related derivative is measured at its fair value, determined in accordance with ASC 820, at each reporting period.
Removed
We believe the growth from the fourth quarter of 2022 is due to our expanding pool of content creators and increased user watch time as a result of livestreaming and continued improvement of user experience.
Added
The fair value of this forward purchase contracts were measured using a Monte Carlo simulation methodology that includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The decrease relates to the revaluation of the forward purchase contracts in connection with the Tether transaction.
Removed
We believe that the decrease from the third quarter of 2023 is related to YouTube’s decision in the fourth quarter of 2023, to disable the ability of its users to utilize our tool that automatically imports videos from creators’ YouTube channels to their Rumble channels, commonly known as the “YouTube sync” tool.
Added
Income Tax Benefit Income tax benefit decreased by $1.3 million to $2.0 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. Liquidity and Capital Resources Our principal sources of liquidity are cash generated from operating activities and funds previously raised.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2023, one customer accounted for 35% of our accounts receivable (2022 — 66%), which has been collected in the month of January 2024. Interest Rate Risk We are exposed to interest rate risk on our cash, cash equivalents and marketable securities.
Biggest changeAs of December 31, 2024, no single customer represented 10% or more of total accounts receivable. As of December 31, 2023, one customer accounted for 35% of accounts receivable. Interest Rate Risk We are exposed to interest rate risk on our cash, cash equivalents and marketable securities.
However, due to the short-term maturities and the low-risk profile of our investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of our cash, cash equivalents and marketable securities.
However, due to the short-term maturities and the low-risk profile of our investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of our cash, cash equivalents and marketable securities. 52
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to certain market risks as part of our ongoing business operations. 46 Credit Risk We are exposed to credit risk on our cash, cash equivalents, marketable securities, and accounts receivable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to certain market risks as part of our ongoing business operations. Credit Risk We are exposed to credit risk on our cash, cash equivalents, marketable securities, and accounts receivable.
As of December 31, 2023, we had cash, cash equivalents and marketable securities of $219.5 million, consisting of investments in money market funds, treasury bills, and term deposits for which the fair market value would be affected by changes in the general level of interest rates.
As of December 31, 2024, we had cash, cash equivalents and marketable securities of $114.0 million, consisting of investments in money market funds, treasury bills, and term deposits for which the fair market value would be affected by changes in the general level of interest rates.
The term between invoicing and payment due date is not significant. A meaningful portion of our revenue is attributable to service agreements with one customer. For the year ended December 31, 2023, one customer accounted for $37.2 million or 46% of our revenue (2022 – $17.7 million or 45%).
The term between invoicing and payment due date is not significant. A meaningful portion of our revenue is attributable to service agreements with one customer. For the years ended December 31, 2024 and 2023, one customer accounted for $14.9 million and $37.0 million or 16% and 46% of our revenue, respectively.

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