United
States

Securities and Exchange Commission

Washington, D. C. 20549

 Form

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For
the fiscal year ended: December 31, 2023

 or

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Commission
file number 001-40079

Inc.

 (Exact
name of registrant as specified in its charter)

 Delaware

 85-1087461

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 444 Gulf of Mexico Dr Longboat Key, FL

 34228

 (Address of principal executive offices)

 (Zip Code)

 Registrant's
telephone number, including area code: (941) 210-0196

 Securities
registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Class A common stock, par value $0.0001 per share

 RUM

 The Nasdaq Global Market

 Warrants to purchase one share of Class A common stock

 RUMBW

 The Nasdaq Global Market

 Securities
registered pursuant to Section 12(g) of the Act: NONE

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Emerging growth company

 Non-accelerated filer

 Smaller reporting company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of Class A common stock, par value $0.0001 per share, held by non-affiliates of the registrant, computed by reference
to the closing price as of June 30, 2023 was approximately $ 699.2 million.

 As
of March 22, 2024, the registrant had issued and outstanding (i) 115,126,670 shares of Class A common stock, par value $0.0001 per share,
(ii) 165,153,628 shares of Class C common stock, par value $0.0001 per share, and (iii) 105,782,403 shares of Class D common stock, par
value $0.0001 per share.

 Documents
Incorporated by Reference

 Portions
of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A
under the Securities Exchange Act of 1934, relating to the registrant's Annual Meeting of Stockholders to be held on June 14, 2024,
are incorporated herein by reference for purposes of Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K. The
definitive proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the registrant's
fiscal year ended December 31, 2023.

Inc.

Annual Report on Form 10-K

for the Year Ended December 31, 2023

 Part
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors.

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 Part
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial
 Statements and Supplementary Data

 Item
 9.

 Changes
 in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls
 and Procedures

 Item
 9B.

 Other
 Information

 Item
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 Part
 III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 Item
 11.

 Executive
 Compensation

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal
 Accountant Fees and Services

 Part
 IV

 Item
 16.

 Form
 10-K Summary

 Signatures

 i

 Cautionary
Note Regarding Forward-Looking Statements

 This
Annual Report on Form 10-K (this "Form 10-K") contains forward-looking statements regarding, among other things, our plans,
strategies and prospects, both business and financial. These statements are based on the beliefs and assumptions of our management. Although
we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable,
we cannot provide assurance that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently
subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning
possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Investors should read statements that contain these words carefully because they
discuss future expectations, contain projects of future results of operations or financial condition; or state other "forward-looking"
information. Forward-looking statements are based on information available as of the date of this Form 10-K and may involve significant
judgments and assumptions, known and unknown risks and uncertainties and other factors, many of which are outside our control. There
may be events in the future that management is not able to predict accurately or over which we have no control. We do not undertake any
obligation to update to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the
date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or
otherwise, except as may be required under applicable laws. The risk factors and cautionary language contained in this Form 10-K provide
examples of risks, uncertainties, and events that may cause actual results to differ materially from the expectations described in such
forward-looking statements, including among other things:

 our
 ability to grow and manage future growth profitably over time, maintain relationships with customers, compete within our industry
 and retain key employees;

 the
 possibility that we may be adversely impacted by economic, business, and/or competitive factors;

 our
 limited operating history makes it difficult to evaluate our business and prospects;

 our
 recent and rapid growth may not be indicative of future performance;

 we
 may not continue to grow or maintain our active user base, and may not be able to achieve or maintain profitability;

 risks
 relating to our ability to attract new advertisers, or the potential loss of existing advertisers or the reduction of or failure
 by existing advertisers to maintain or increase their advertising budgets;

 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;

 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;

 we
 collect, store, and process large amounts of user video content and personal information of our users and subscribers. 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 governmental investigations
 and legal claims from users and subscribers;

 we
 may fail to comply with applicable privacy laws;

 ii

 we
 are subject to cybersecurity risks and interruptions or failures in our information technology systems and as we grow and gain recognition,
 we will likely need to expend additional resources to enhance our protection from such risks. Notwithstanding our efforts, a cyber
 incident could occur and result in information theft, data corruption, operational disruption and/or financial loss;

 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 of the Communications Decency Act of 1996 ("Section 230");

 we
 may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violated any
 law;

 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;

 our
 traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks,
 devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control;

 our
 business depends on continued and unimpeded access to our content and services on the internet. If we or those who engage with our
 content experience disruptions in internet service, or if internet service providers are able to block, degrade or charge for access
 to our content and services, we could incur additional expenses and the loss of traffic and advertisers;

 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;

 we
 rely on data from third parties to calculate certain of our performance metrics. Real or
 perceived inaccuracies in such metrics may harm our reputation and negatively affect our
 business;

 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. 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 would adversely affect our
 business;

 iii

 we
 depend on third-party vendors, including internet service providers, advertising networks, and data centers, to provide core services;

 hosting
 and delivery costs may increase unexpectedly;

 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;

 we
 may be unable to develop or maintain effective internal controls;

 diversion of management's attention and consumption of resources as a result of acquisitions of other companies and success
 in integrating and otherwise achieving the benefits of recent and potential acquisitions;

 we
 may fail to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

 we
 may be adversely impacted by other economic, business, and/or competitive factors;

 in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new 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

 other
 risks and uncertainties indicated in this Form 10-K, including those under "Item 1A. Risk Factors" herein, and other
 filings that we have made or will make with the Securities and Exchange Commission (the "SEC").

 iv

 Part
I

 Item
1. Business

 Overview

 Unless
the section herein specifies otherwise, references to the "Company," "we," "us" or "our"
are to, (a) prior to the consummation of the business combination (the "Business Combination") contemplated by that certain
business combination agreement, dated December 1, 2021 (as amended, the "Business Combination Agreement"), by and between
CF Acquisition Corp. VI, a Delaware corporation ("CF VI"), and Rumble Inc., a corporation formed under the laws of the Province
of Ontario, Canada ("Legacy Rumble"), either (i) CF VI or (ii) Legacy Rumble, as the context may require, and (b) following
the closing of the Business Combination, Rumble Inc., a Delaware corporation. Unless the section herein specifies otherwise, references
to "Rumble" are to (x) prior to the closing of the Business Combination, Legacy Rumble and (y) following the closing of the
Business Combination, Rumble Inc., a Delaware corporation. References to "ExchangeCo" are to 1000045728 Ontario Inc., a corporation
formed under the laws of the Province of Ontario, Canada, and an indirect, wholly owned subsidiary of Rumble, and references to "ExchangeCo
Shares" are to the exchangeable shares of ExchangeCo.

 Our
Story

was founded in 2013, when the concept of 'preferencing' on the internet was simple – it was big vs. small. At that
time, it was clear that the incumbent social video platforms were beginning to preference large creators, influencers, and brands, while
leaving the small creator behind and thus, creating a market opportunity. At that time, Rumble was founded based on the premise of providing
small creators with the tools and distribution that they needed to succeed.

 Fast
forward to 2020, when a new, and much more nuanced world of 'preferencing' was evolving online, which included sophisticated
algorithms used by the incumbents for amplification and censorship. In contrast, Rumble never moved the goal posts on its content policies.
This consistency and transparency, along with tailwinds from the 2020 U.S. election season, led to dramatic growth in Rumble's
user base from 1.2 million monthly active users ("MAUs") in Q2 2020 to 21 million MAUs in Q4 2020.

 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. 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.

 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 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. 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.

 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. 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. Management's Discussion and Analysis of Financial Condition and Results of Operations."

 Our
Portfolio

is comprised of two segments: Rumble Services and Rumble Cloud.

 1)
 Services:

 Video: a video sharing platform enabled by Rumble.com and its associated mobile and connected
 TV applications;

 Streaming Marketplace: a multi-platform livestreaming and monetization service for creators
 enabled by Rumble Studio;

 Advertising Center: an in-house advertising marketplace and network enabled by Rumble
 Advertising Center ("RAC");

 2)
 Cloud:

 Cloud: an infrastructure as a service (IaaS) offering consisting of a portfolio of compute,
 storage, security, and networking offerings.

Services

 Vision,
Products and Differentiation

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. To fulfill this vision, our product roadmap is focused on the progressive
integration of these businesses and underlying products into to a single seamlessly integrated platform, which has the potential to unlock
a variety of differentiated feature sets to users, creators, advertisers, and publishers.

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. 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. 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.

Streaming Marketplace is enabled by Rumble Studio, a new, patent-pending application designed to enable a first-of-its-kind livestreaming
and monetization service for creators. Using Rumble Studio, creators can establish a variety of custom settings for their livestream,
set up, go-live and control their livestream across multiple social platforms, while also benefiting from a variety of custom and programmatic
monetization opportunities, including host-read ads and sponsorships. Rumble Studio is currently available via desktop and mobile web,
as well as iOS and Android mobile applications.

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. Furthermore, 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.

 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.

 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.

 We
share revenue generated from advertising, subscriptions, pay-per-view and tipping with creators in a revenue-share model.

 Sales
& Marketing

 A
vast majority of the substantial user growth experienced by Rumble.com between 2020 and 2022 was organic, driven largely through user
and creator advocacy. As a result, very minimal marketing spend was deployed during that time. 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. Going forward, we will look to build our brand across multiple audiences, driving user growth and video
consumption through (1) selective content creator partnerships and advocacy, (2) continued strategies to earn unpaid media coverage and
recognition, and (3) increased marketing spend, primarily through digital paid media channels, particularly as advertising revenues increase.

 Our
advertising platform, RAC, is designed as a self-serve platform where advertisers can sign up, build a campaign and bid on traffic leveraging
various targeting tactics. As a result, paid marketing strategies will be employed as inventory is released into the network in an effort
to attract new advertisers into the system. In parallel to this and other growth strategies, we will 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. These investments helped attract high-profile
creators to the platform given that, at the time, our advertising revenues were minimal and creators' earnings on the Rumble Video
platform were generally not competitive with the earnings potential offered by the incumbent platforms. 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.

 Competition

 We
operate in a challenging and rapidly evolving environment. We compete with other online video distribution platforms, including
YouTube, and confront conduct by YouTube and Google that we believe is highly anti-competitive (see Part I, Item 2, "Legal Proceedings"
for further information). We also face significant challenges in obtaining advertising revenue because advertisers have numerous
options for allocating their advertising budgets. Rumble Video seeks to compete with other platforms by establishing and maintaining
trust with our users, creating an enjoyable viewing experience that welcomes a variety of video content. We seek to operate a neutral
video platform in order to meet the challenges presented by Big Tech.

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.

Cloud was built based on the following key premises: 1) it was existential for us to invest and build out the infrastructure to support
Rumble Video and insulate ourselves from arbitrarily enforced terms and conditions and unfavorable economics offered by the incumbent
cloud providers, and 2) given the significant amount of compute, storage and bandwidth requirements of Rumble Video, it was a natural
extension of the business to offer excess infrastructure capacity to the cloud market. Moreover, we saw an opportunity to capitalize
on a product-market fit by specifically addressing the chronic customer pain points in the cloud market, including censorship, trust
with data, vendor lock-in strategies, as well as unfair and unpredictable pricing.

 Backed
by our mission to protect a free and open internet, the vision of Rumble Cloud is to empower businesses and allow them to take control
of their IT budgets by providing the most predictable and fair pricing model in the cloud market.

Cloud launched and currently operates with the infrastructure and essential computing and storage necessary to run a wide array of workloads
and applications, including:

 Cloud
 compute;

 Load
 balancers;

 Object
 storage;

 Kubernetes
 orchestration;

 Block
 storage; and

 Virtual
 private cloud.

 With
Rumble Video as the first anchor tenant of Rumble Cloud, we built our infrastructure from the ground up to run on the latest generation
equipment, including 4th generation AMD EPYC processors. In addition to NVMe SSDs, Rumble Cloud virtual machines run atop fully dedicated
vCPUs, ensuring fast and consistent performance.

 How
We Generate Revenue

Cloud launched and currently runs on a subscription model. Relative to the unpredictable and volatile consumption-based pricing models
that can cripple a business due to rampant hidden and unexpected costs, Rumble Cloud introduced the concept of a Resource Tier pricing
model, which is designed to provide a transparent and predictable pricing model to its customers and offers unlimited usage within a
given pool of hardware resources for a fixed monthly price. With 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. 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.

 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.

 Competition

 We
operate in a challenging environment, with a majority of the cloud services market owned by the major cloud hyperscalers, Google Cloud,
Microsoft Azure and Amazon Web Services. These companies have significantly greater resources than us and significant existing customer
bases that may be difficult for us to penetrate, especially given the potential for high switching costs in the cloud services market.
Given the market trends of rising multi-cloud strategies and continued complexity and unpredictability in cloud pricing, Rumble Cloud
arrives at an opportune time to enter the market and present a new way for businesses to save money and regain control of their IT budget.

 Human
Capital

 We
believe that our employees are our most significant resource. 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. 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.

 Government
Regulation

 We
are subject to domestic and foreign laws that affect companies conducting business on the internet generally, including laws relating
to the liability of providers of online services for their operations and the activities of their users.

 Because
we host user-uploaded content, we may be subject to laws concerning such content. In the U.S., we rely, to a significant degree, on laws
that limit the liability of online providers for user-uploaded content, including the Digital Millennium Copyright Act of 1998 ("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. For example, in certain countries, online providers may be liable for hosting certain types of content
or may be required to remove such content within a short period of time upon notice. As we expand internationally, we or our customers
may also be subject to additional laws that regulate streaming services or online platforms.

 Because
we receive, store and use a substantial amount of information received from or generated by our users, we are also impacted by laws and
regulations governing privacy and data security in the U.S. and worldwide. Examples of such regimes include Section 5 of the Federal
Trade Commission Act, 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.

 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.

 As
a U.S.-based company with Canadian operations, we are subject to a variety of Canadian laws governing our foreign operations, as well
as Canadian and U.S. laws that restrict trade and certain practices.

 Intellectual
Property

 Our
intellectual property includes trademarks, such as 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.
In addition, our platforms are powered by a proprietary technology platform.

 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 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. The acquisition
was designed to accelerate our subscription revenue model and brought approximately 86,000 subscribers to our platform. Prior to our
acquisition of Locals, we did not offer a consumer-facing subscription service.

 In
May 2023, we acquired Callin, a San Francisco-based podcasting and live streaming platform founded by technology entrepreneur and investor
David Sacks. Callin's technology laid the foundation for Rumble Studio, which was launched in Q1 2024.

 In
October 2023, we acquired North River Project Inc., an entity created to develop what became RAC, an advertising technology solution,
specifically for Rumble. RAC includes an advertising marketplace and network between advertisers bidding and publishers selling display
and video advertisement as well as advertisers bidding on creator sponsorships. RAC continues to be enhanced and represents a significant
milestone in Rumble's monetization efforts.

 Terms
of Service

 Our
content policies, which are available at rumble.com/s/terms, contain politically neutral terms that ensure a safe and respectful
exchange of views on the Rumble platform. Among other things, they prohibit content that infringes on the rights of third parties, violates
any law, is pornographic or obscene in nature, promotes or supports violence or unlawful acts (including content that promotes or supports
Antifa, the KKK, white supremacist groups, and entities designated by the U.S. or Canadian government as terrorist organizations), or
exploits minor children (including disclosing personally identifiable information about minor children).

 Our
website address is included in this report for informational purposes only. Our website and the information contained therein or connected
thereto are not deemed to be incorporated by reference in, and are not considered part of, this Annual Report on Form 10-K.

 Available
Information

 All
periodic and current reports and other filings that we are required to file with the SEC, including our annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), as amended, are available free of charge from the SEC's website ( www.sec.gov).
Such documents are available as soon as reasonably practicable after electronic filing of the material with the SEC. Copies of these
reports (excluding exhibits) may also be obtained free of charge, upon written request to: Rumble Inc., 444 Gulf of Mexico Dr, Longboat
Key, Florida 34228.

 We
also post our Code of Ethics on our website. See Part III, Item 10 for more information regarding our Code of Ethics.

 Item
1A. Risk Factors

 Risks
and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements
contained in this Form 10-K and other public statements we make are described below. Investors in our securities should carefully consider
these risk factors, in addition to the risks and uncertainties discussed above under "Cautionary Note Regarding Forward-Looking
Statements," together with all of the other information included in this Form 10-K and in our other filings with the SEC. The occurrence
of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances,
may have an adverse effect on our business, cash flows, financial condition and results of operations. We may face additional risks and
uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, cash flows,
financial condition and results of operations. The following discussion should be read in conjunction with our condensed consolidated
financial statements, which are included in Part II of this Form 10-K.

 Summary
of Risk Factors

 The
following summarizes risks and uncertainties that could adversely affect our business, cash flows, financial condition and results of
operations. You should read this summary together with the detailed description of each risk factor contained in this section. Such risks
and uncertainties include, but are not limited to:

 weakened
 global economic conditions, including the effects of heightened inflation, may affect our
 business and operating results;

 our
 limited operating history makes it difficult to evaluate our business and prospects;

 we
 may not continue to grow or maintain our active user base, and may not be able to achieve
 or maintain profitability;

 we
 may fail to maintain adequate operational and financial resources;

 we
 may be unsuccessful in attracting new users to our mobile and connected TV offerings;

 our
 traffic growth, engagement, and monetization depend upon effective operation within and compatibility
 with operating systems, networks, devices, web browsers and standards, including mobile operating
 systems, networks, and standards that we do not control;

 our
 business depends on continued and unimpeded access to our content and services on the internet.
 If we or those who engage with our content experience disruptions in internet service, or
 if internet service providers are able to block, degrade or charge for access to our content
 and services, we could incur additional expenses and the loss of traffic and advertisers;

 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;

 we
 rely on data from third parties to calculate certain of our performance metrics. Real or
 perceived inaccuracies in such metrics may harm our reputation and negatively affect our
 business;

 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. 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;

 we
 may not be able to maintain relationships with existing publishers through the Rumble Advertising
 Center (RAC) and may fail to attract new publishers to our network;

 we
 depend on third-party vendors, including internet service providers, advertising networks,
 and data centers, to provide core services;

 new
 technologies have been developed that are able to block certain online advertisements or
 impair our ability to deliver advertising, which could harm our operating results;

 if
 our users do not continue to contribute content or their contributions are not perceived
 as valuable to other users, we may experience a decline in user growth, retention, and engagement
 on Rumble, Locals or RAC, which could result in the loss of advertisers and revenue;

 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;

 we
 are subject to cybersecurity risks and interruptions or failures in our information technology
 systems and as we grow and gain recognition, we will likely need to expend additional resources
 to enhance our protection from such risks. 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;

 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. 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;

 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.

 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. 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. Weak economic conditions or the perception thereof, or significant uncertainty regarding the stability of financial markets
related to stock market volatility, inflation, recession, changes in governmental fiscal, monetary and tax policies, among others, could
adversely impact our business and operating results.

 High
inflation rates in the U.S. and globally may result in reduced consumer confidence and discretionary spending, decreased demand by advertisers
for our products and services, increases in our labor and other operating costs, constrained credit and liquidity, reduced government
spending and volatility in financial markets. The Federal Open Market Committee of the Federal Reserve has raised, may again raise, or
may delay lowering the target federal funds rate in response to concerns over inflation risk. Higher than typical interest rates impact
the cost of any borrowing that we may make from time to time and could impact our ability to access the capital markets. Higher than
typical interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect
of further increasing economic uncertainty and heightening these risks. In an inflationary environment, we may be unable to increase
our revenues at or above the rate at which our costs increase, which could negatively impact our operating margins and could have a material
adverse effect on our business and operating results. In such an environment, in which we also face significant competition from larger
and well-capitalized competitors, we may experience rising costs to secure the services of top content creators. We also may experience
lower than expected advertising sales, reduced demand for our cloud services offerings, and potential adverse impacts on our competitive
position if there is a decrease in consumer spending.

 Our
limited operating history makes it difficult to evaluate our business and prospects.

 We
have a limited operating history, which makes it difficult to evaluate our businesses and prospects or forecast our future results. We
are subject to the same risks and uncertainties frequently encountered by companies in rapidly evolving markets. Our financial results
in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:

 our
 ability to maintain and grow traffic, content uploads, and engagement;

 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;

 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.

 We
may not continue to grow or maintain our active user base, may not be able to achieve or maintain profitability and may not be able to
scale our systems, technology, or infrastructure effectively or grow our business at the same or similar rate as other comparable companies.

 The
growth of our user base, as measured by our current key performance metrics, including monthly active users (MAUs), may not be sustainable
and should not be considered indicative of future levels of active viewers and future performance. In addition, we may not realize sufficient
revenue to achieve or, if achieved, maintain profitability. As we grow our business, our revenue growth rates may slow or reverse in
future periods due to several reasons, which may include slowing demand for our services, increasing competition, a decrease in the growth
of our overall market, an inability to scale our systems, technology or infrastructure effectively, and the failure to capitalize on
growth opportunities or the maturation of our business. We may incur losses in the future for several reasons, including insufficient
growth in the level of engagement, a failure to retain our existing level of engagement, increasing competition, the failure to continue
to attract content creators with large followings, the payment of fixed payment obligations to content creators who join our platform
that turn out to be unprofitable over the term of the applicable contract as a result of actual performance that does not meet our original
modeled financial projections for that creator, the unavailability of certain popular content creators for extended periods of time due
to personal or other reasons, as well as other risks described in these " Risk Factors," and we may encounter unforeseen
expenses, difficulties, complications and delays and other unknown factors. We expect to continue to make investments in the development
and expansion of our business, which may not result in increased or sufficient revenue or growth, including relative to other comparable
companies, as a result of which we may not be able to achieve or maintain profitability.

 If
we fail to maintain adequate operational and financial resources, particularly if we continue to grow rapidly, we may be unable to execute
our business plan or maintain high levels of service and customer satisfaction.

 We
have experienced, and expect to continue to experience, rapid growth, which has placed, and may continue to place, significant demands
on our management and our operational and financial resources. Our organizational structure is becoming more complex as we scale our
operational, financial, and management controls, as well as our reporting systems and procedures, and expand internationally. As we continue
to grow, we face challenges of integrating, developing, training, and motivating a rapidly growing employee base in our various offices
in multiple jurisdictions and navigating a complex multinational regulatory landscape. If we fail to manage our anticipated growth and
change in a manner that preserves the functionality of our platforms and solutions, the quality of our products and services may suffer,
which could negatively affect our brand and reputation and harm our ability to attract customers.

 To
manage growth in our operations and personnel, we will need to continue to grow and improve our operational, financial, and management
controls and our reporting systems and procedures. We will require significant capital expenditures and the allocation of valuable management
resources to grow and change in these areas. 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.

 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. If additional investments are required due to significant growth, this will
increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the
short term.

 Users
are increasingly using mobile devices and connected TV apps to access content within digital media and adjacent businesses, and if we
are unsuccessful in attracting new users to our mobile and connected TV offerings and expanding the capabilities of our content and other
offerings with respect to our mobile and connected TV platforms, our business and operating results could be adversely affected.

 Our
future success depends in part on the continued growth in the use of our mobile apps and platforms by our users. The use of mobile technology
may not continue to grow at historical rates, users may not continue to use mobile technology to access digital media and adjacent businesses,
and monetization rates for content on mobile devices and connected TV apps may be lower than monetization rates on traditional desktop
platforms. Further, mobile devices may not be accepted as a viable long-term platform for several reasons, including actual or perceived
lack of security of information and possible disruptions of service or connectivity. In addition, traffic on our mobile platforms may
not continue to grow if we do not continue to innovate and introduce enhanced products on such platforms, or if users believe that our
competitors offer superior mobile products. The growth of traffic on our mobile products may also slow or decline if our mobile applications
are no longer compatible with operating systems such as iOS, Android, Windows or the devices they support. If use of our mobile platforms
does not continue to grow, our business and operating results could be adversely affected.

 Our
traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks,
devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control.

 We
make our content available across a variety of operating systems and through websites. We are dependent on the compatibility of our content
with popular devices, streaming tools, desktop and mobile operating systems, connected TV systems, web browsers that we do not control,
such as Mac OS, Windows, Android, iOS, Chrome and Firefox, and mobile application stores, such as Apple's App Store and the Google
Play Store. Any changes in such systems, devices or web browsers that degrade the functionality of our content or give preferential treatment
to competitive content could adversely affect usage of our content.

 A
significant portion of our traffic accesses our content and services through mobile devices and, as a result, our ability to grow traffic,
engagement and advertising revenue is increasingly dependent on our ability to generate revenue from content viewed and engaged with
on mobile devices. A key element of our strategy is focusing on mobile apps and connected TV apps, and we expect to continue to devote
significant resources to the creation and support of developing new and innovative mobile and connected TV products, services and apps.
We are dependent on the interoperability of our content and our apps with popular mobile operating systems, streaming tools, networks
and standards that we do not control, such as the Android and iOS operating systems. We also depend on the availability of the Rumble
app on mobile app stores, such as Apple's App Store and the Google Play Store, and if our access to such stores is limited or terminated,
regardless of the legitimacy of the stated reasons, our ability to reach users through our mobile app will be negatively impacted. We
may not be successful in maintaining or developing relationships with key participants in the mobile and connected TV industries or in
developing content that operates effectively with these technologies, systems, tools, networks, or standards. Any changes in such systems,
or changes in our relationships with mobile operating system partners, handset and connected TV manufacturers, or mobile carriers, or
in their terms of service or policies that reduce or eliminate our ability to distribute and monetize our content, impair access to our
content by blocking access through mobile devices, make it hard to readily discover, install, update or access our content and apps on
mobile devices and connected TVs, limit the effectiveness of advertisements, give preferential treatment to competitive, or their own,
content or apps, limit our ability to measure the effectiveness of branded content, or charge fees related to the distribution of our
content or apps could adversely affect the consumption and monetization of our content on mobile devices. Additionally our operating
expenses will increase if the number of platforms for which we develop our product expands. 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.

 Our
business depends on continued and unimpeded access to our content and services on the internet. If we or those who engage with our content
experience disruptions in internet service, or if internet service providers are able to block, degrade or charge for access to our content
and services, we could incur additional expenses and the loss of traffic and advertisers.

 Our
products and services depend on the ability of users to access our content and services on the internet. Currently, this access is provided
by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies,
cable companies, mobile communications companies and government-owned service providers. Laws or regulations that adversely affect the
growth, popularity or use of the internet, including changes to laws or regulations impacting internet neutrality, could decrease the
demand for our products or offerings, increase our operating costs, require us to alter the manner in which we conduct our business and/or
otherwise adversely affect our business. We could experience discriminatory or anti-competitive practices that could impede our growth,
cause us to incur additional expense or otherwise negatively affect our business. For example, paid prioritization could enable internet
service providers, or ISPs, to impose higher fees and otherwise adversely impact our business. Internationally, government regulation
concerning the internet, and in particular, network neutrality, may be developing or may not exist at all. Within such an environment,
without network neutrality regulations, we could experience discriminatory or anti-competitive practices that could impede both our and
our customers' domestic and international growth, increase our costs or adversely affect our business.

 We
rely on data from third parties to calculate certain of our performance metrics. Real or perceived inaccuracies in such metrics may harm
our reputation and negatively affect our business.

 We
track certain performance metrics, such as our MAUs, based on data from third parties. While these numbers are based on what we believe
to be reasonable calculations for the applicable periods of measurement, our third-party providers periodically encounter difficulties
in providing accurate data for such metrics as a result of a variety of factors, including human and software errors. We expect these
challenges may continue to occur, and potentially to increase as our engagement grows. There are also inherent challenges in measuring
usage across our large user base. For example, as further described in our "Key Business Metrics" section, there is a potential
for minor overlap in our usage data due to users who access Rumble's content through the web, our mobile apps, and connected TVs
in a given measurement period.

 Third
parties on which we rely for certain of our key metrics may make changes or improvements to their tools and methodologies. For example,
starting July 1, 2023, Universal Analytics (UA), Google's analytics platform on which we historically relied for calculating MAUs
using company-set parameters, was phased out by Google and ceased processing data. At that time, Google Analytics 4 (GA4) succeeded UA
as Google's next-generation analytics platform, which we used to determine MAUs since the third quarter of 2023 and which we expect
to continue to use to determine MAUs in future periods. Although Google has disclosed certain information regarding the transition to
GA4, Google does not currently make available sufficient information relating to its new GA4 algorithm for us to determine the full effect
of the switch from UA to GA4 on our reported MAUs. Because Google has publicly stated that metrics in UA may be more or less similar to
metrics in GA4, and that it is not unusual for there to be apparent discrepancies between the two systems, we are unable to determine
whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect, if any, on our reported
MAUs. It is therefore possible that MAUs that we reported based on the UA methodology for periods prior to July 1, 2023, cannot be meaningfully
compared to MAUs based on the GA4 methodology in subsequent periods.

 In
addition, we rely on third-party service providers to measure our bandwidth consumption, which currently forms the basis for our estimated
MWPM. Starting in the second half of the third quarter of 2023, we began moving from third-party service providers' content delivery
networks ("CDNs") to our own proprietary CDN. 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.

 Changes
to these tools and methodologies could cause inconsistency between current data and previously reported data, which could raise questions
about the usefulness of our reported metrics or make it more difficult for investors to accurately assess our performance over time.
If our users, advertisers, partners and stockholders do not perceive our metrics to be accurate representations, or if we discover material
inaccuracies in our metrics, our reputation may be damaged, resulting in material harm to our business, results of operations, and financial
condition.

 We
face significant 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.

 Competition
for traffic and engagement with our content, products and services is intense. We compete against many companies to attract and engage
traffic, including companies that have greater financial resources and larger user bases, and companies that offer a variety of internet
and mobile device-based content, products and services. 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. 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;

 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
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. The increasing number of digital media options available, through social networking tools and news aggregation websites, has
expanded consumer choice significantly, resulting in traffic fragmentation and increased competition for advertising. In addition, some
of 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. 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;

 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.

 Our
cloud services business competes primarily with large, diversified technology companies that focus on large enterprise customers and
provide cloud computing as a component of the suite of services and products that they offer, as well as smaller, niche cloud service
providers. Many of our competitors and potential competitors, particularly the larger competitors, have substantial competitive advantages
compared to us, including: greater name recognition and longer operating histories; greater resources, including larger sales and marketing
and customer support budgets; the ability to bundle products together; larger and more mature intellectual property portfolios; greater
resources to make acquisitions and greater resources for technical assistance and customer support. Competitors to our cloud services
business may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, and
customer requirements. An existing competitor or a potential competitor could introduce new technology that reduces demand for our products
and platform capabilities. In addition, some of our actual and potential competitors have been acquired by other larger enterprises and
have made or may make acquisitions or may enter into partnerships or other strategic relationships that may provide more comprehensive
offerings than they individually had offered or achieve greater economies of scale than we are able to achieve.

 Changes
to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue.

 We
may introduce significant changes to our existing content. The success of our new content depends substantially on consumer tastes and
preferences that change in often unpredictable ways. If this new content fails to engage traffic and advertisers, we may fail to generate
sufficient revenue or operating profit to justify our investments, and our business and operating results could be adversely affected.
In addition, we may launch (and incur expenses in connection with) strategic initiatives from time to time, which do not directly generate
revenue but which we believe will enhance our attractiveness to traffic and advertisers. In the future, we may invest in new content,
products, services, and initiatives to generate revenue, but there is no guarantee these approaches will be successful or that the costs
associated with these efforts will not exceed the revenue generated. If our strategic initiatives do not enhance our ability to monetize
our existing content or enable us to develop new approaches to monetization, we may not be able to maintain or grow our revenue or recover
any associated development costs and our operating results could be adversely affected.

 We
derive the majority of our revenue from advertising. The failure to attract new advertisers, the loss of existing advertisers, or the
reduction of or failure by existing advertisers to maintain or increase their advertising budgets may adversely affect our business and
operating results.

 For
the years ended December 31, 2023 and 2022, advertising revenue represents 74% and 79% of total revenue. 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, many of our advertisers purchase advertising services through one of several large advertising agency holding companies. Our
revenue could be harmed by the loss of, or a deterioration in our relationship with, any of our largest advertisers or with any advertising
agencies or the holding companies that control them. Advertising agencies and potential new advertisers may view our advertising products
and services as experimental and unproven, and we may need to devote additional time and resources to educate them about our products
and services. Advertisers may cease doing business with us, or they may reduce the prices they are willing to pay to advertise with us,
if we do not deliver ads in an effective manner, or if they do not believe that their investment in advertising with us will generate
a competitive return relative to alternatives, including online, mobile, and traditional advertising platforms. 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.

 Through
our RAC marketplace, we provide advertising inventory, including host-read advertisements, to third-party publisher websites in exchange
for a portion of the revenues generated by such advertisements. Our business and operating results may be adversely affected if we do
not deliver ads in an effective manner, if publishers do not believe that advertisements served through RAC generate a competitive return
relative to alternative advertising networks, if we are unable to deliver sufficient advertising inventory to publishers, or if our advertising
marketplace technology becomes outmoded or outdated. 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.

 We depend on third-party
vendors, including internet service providers and data centers, to provide core services.

 Although
we are building our own technical infrastructure, we depend on third-party vendors, including internet service providers and data centers
to, among other things, provide customer support, develop software, host videos uploaded by our users, transcode videos (compressing a
video file and converting it into a standard format optimized for streaming), stream videos to viewers, support our cloud services offerings,
and process payments. These vendors provide certain critical services to our technical infrastructure that are time-consuming and costly
for us to develop independently. Outages in those services would materially affect our video services and our ability to provide cloud
services. Outages may expose us to having to offer credits to subscribers, loss of subscribers, and reputational damage. We are unlikely
to be able to fully offset these losses with any credits we might receive from our vendors.

 Technologies that
enable blocking of certain online advertisements, or that otherwise impair our ability to deliver advertising, could harm our operating
results.

 Newly
developed technologies could block or obscure the display of or targeting of our content. For example, in June 2020, Apple announced plans
to require applications using its mobile operating systems to obtain an end-user's permission to track them or access their device's
advertising identifier for advertising and advertising measurement purposes, as well as other restrictions that could adversely affect
our ability to deliver advertising, which could harm our operating results. Additionally, some providers of consumer mobile devices and
web browsers have implemented, or announced plans to implement, means to make it easier for internet users to prevent the placement of
cookies or to block other tracking technologies, which could, if widely adopted, result in the use of third-party cookies and other methods
of online tracking becoming significantly less effective and have a significant impact on our ability to monetize our user base.

 Our ability to
generate revenue depends on the development and availability of tools to accurately measure the effectiveness of advertisements on our
platform.

 Most
advertisers rely on tools that measure the effectiveness of their ad campaigns or that verify viewability of their ads on a platform in
order to allocate their advertising spend among various formats and platforms. If we are unable to measure the effectiveness of advertising
on our platform or we are unable to convince advertisers that our platform should be part of a larger advertising budget, our ability
to increase the demand and pricing of our advertising products and maintain or scale our advertising revenue may be limited. Our tools
may be less developed than those of other platforms with which we compete for advertising spend, in particular relative to those platforms
that collect more personal information than we do. Therefore, our ability to develop and offer tools that accurately measure the effectiveness
of a campaign or verify ad viewability on our platform will be critical to our ability to attract new advertisers and retain, and increase
spend from, our existing advertisers.

 Developing
and improving these tools may require significant time and resources and additional investment, and in some cases we rely on third parties
to provide data and the technology needed to provide certain measurement or verification data to our advertisers. 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.

 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.

 As
we continue to build our recently launched 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 whom may compete with us in other lines of business. 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, our initial cloud service offerings revolve around a small number of customer relationships. If we fail to deliver our product
to the desired specifications of these initial customers, or if these initial customers terminate their cloud services agreements for
any reason, future customers may doubt our ability to offer cloud services, which would negatively impact our revenues, public reputation,
and profitability.

 The loss of key
personnel, or failure to attract and retain other highly qualified personnel in the future, could harm our business.

 Our
success depends upon our ability to attract and retain our senior officers and to attract and retain additional qualified personnel in
the future. The loss of services of members of our senior management team and the uncertain transition of new members of our senior management
team may strain our ability to execute our strategic initiatives, or make it more difficult to retain customers, attract or maintain our
capital support, or meet other needs of our business. We may incur significant costs to attract and retain qualified personnel, and we
may lose new employees to our competitors before we realize the benefit of our investment in recruiting them. If we fail to attract new
personnel or if we suffer increases in costs or business operations interruptions as a result of a labor dispute, or fail to retain and
motivate our current personnel, we might not be able to operate our business effectively or efficiently, serve our customers properly
or maintain the quality of our content and services. We do not maintain key person life insurance policies with respect to our employees.

 If our users do
not continue to contribute content or their contributions are not perceived as valuable to other users, we may experience a decline in
user growth, retention, and engagement on Rumble, Locals or RAC, which could result in the loss of advertisers and revenue.

 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. That, in turn, may impair our ability to maintain good relationships with our advertisers or to attract new advertisers,
which may seriously harm our business and operating results.

 The loss of a material
portion of our existing content creators, or our failure to recruit new content creators, may materially harm our business and results
of operations.

 We
rely on our existing content creators, and on the recruiting of new content creators. The loss of a material portion of our existing content
creators could result in material harm to our business and results of operations. In the recent past, our ability to recruit and maintain
content creators may have been in part due to trends in American politics, where certain commentators have sought a neutral internet platform.
A change in such trends, including possible changes to competing platforms' moderation policies that make those platforms more hospitable
to a diverse range of viewpoints, could result in the loss of existing content creators or a failure to recruit new content creators,
which may materially harm our business and results of operations. Additionally, as we expand into international markets, we may fail to
recruit new content creators in those markets, limiting our appeal to international audiences.

 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.

 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. This content acquisition strategy
is intended to allow us to enter key content verticals and secure top content creators in those verticals before we have full monetization
capabilities in place. 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. In addition to the
minimum contractual cash commitments, we have programming and content agreements that have variable cost arrangements. These future costs
are dependent upon many factors and are difficult to anticipate, however, these costs may be substantial. 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.

 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. The loss of a material portion of
our existing content creators could result in reductions to our user base and material harm to our business and results of operations.

 We have made, and
may in the future make, acquisitions, and such acquisitions could disrupt our operations, and may have an adverse effect on our operating
results.

 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. Acquisitions
are inherently risky, and any acquisitions we complete may not be successful. Our past acquisitions and any mergers and acquisitions that
we may undertake in the future involve numerous risks, including, but not limited to, the following:

 difficulties
in integrating and managing the operations, personnel, systems, technologies, and products of the companies we acquire;

 diversion
of our management's attention from normal daily operations of our business;

 our
inability to maintain the key business relationships and the reputations of the acquired businesses;

 uncertainty
of entry into markets in which we have limited or no prior experience;

 costs
related to acquired operations and continuing support and development of acquired products;

 businesses
that we acquire may have greater-than-expected liabilities for which we become responsible;

impairment of goodwill and intangible assets related to the acquired businesses;

 adverse
tax consequences associated with acquisitions;

accounting for our acquisitions under U.S. generally accepted accounting principles ("U.S. GAAP"), including arrangements
that we assume from an acquisition;

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;

loss of key employees of the companies we acquire;

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

failure to achieve the expected benefits on a timely basis or at all.

 Additionally,
acquisitions or asset purchases made entirely or partially for cash may reduce our cash reserves or require us to obtain financing. We
may seek to obtain additional cash to fund an acquisition by selling equity or debt securities. We may be unable to secure the equity
or debt funding necessary to finance future acquisitions on terms that are acceptable to us. If we finance acquisitions by issuing equity
or convertible debt securities, our existing stockholders will experience ownership dilution. 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. Notwithstanding our efforts, a cyber incident
could occur and result in information theft, data corruption, operational disruption and/or financial loss.

 We
rely on sophisticated information technology systems and infrastructure to support our business. At the same time, cyber incidents, including
deliberate attacks, are prevalent and have increased globally in recent years. It is possible that new, escalated or ongoing military
conflicts, including the ongoing Russia-Ukraine war and Israel-Hamas war, could result in increased cyber-attacks or cybersecurity incidents
by state actors or others. Our technologies, systems and networks and those of our vendors, suppliers and other business partners may
become the target of cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring,
misuse, loss or destruction of proprietary and other information, or other disruption of business operations. 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. We have observed an increase in such attacks as our reach expands
and we expect these attacks to continue in the future. As the sophistication of cyber incidents continues to evolve, we are and will likely
continue to be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and
remediate any vulnerability to cyber incidents. Additionally, any of these systems may be susceptible to outages due to fire, floods,
power loss, telecommunications failures, usage errors by employees, computer viruses, cyber-attacks or other security breaches or similar
events. The failure of any of our information technology systems may cause disruptions in our operations, which could adversely affect
our revenues and profitability, and lead to claims related to the disruption of our services from users of the Rumble platform, advertisers,
and customers of our cloud services.

 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.

 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. We also use 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. Real or perceived inaccuracies in such metrics may
harm our reputation and negatively affect our business. 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.

 Our recently launched
cloud services business may not achieve success, and, as a result, our business, financial condition and results of operations could be
adversely affected.

 Our
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;

 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.

 The
occurrence of any of these factors, or our inability to successfully mitigate the results of the associated impact, could also damage
our reputation, negatively impact our relationship with our customers, and otherwise materially harm our business, results of operations,
and financial condition.

 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. For example, our refusal to the request made by a member of the U.K. Parliament
in 2023 to demonetize the channel of a specific content creator has led us to be subjected to negative publicity by certain news organizations
that are considered to be reputable by some segments of the population. Media campaigns against us may be intended to interfere with our
relationships with streaming partners and advertisers.

 We
expect that the proliferation of alternative media, including on our platform, will continue to be viewed as a growing competitive threat
by established news organizations, and may result in an escalation, both in frequency and intensity, of negative publicity campaigns against
us and our creators. 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.

 Our management
team has limited experience managing a public company, which exposes us to additional risks, including the risk that we cannot enhance,
maintain, and adhere to our internal controls and procedures.

 Some
members of our management team have limited experience managing a publicly traded company, interacting with public company investors,
and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently
manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the
federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will
require significant attention from our senior management and could divert their attention away from the day-to-day management of
our business, which could harm our business, results of operations, and financial condition.

 Additionally,
as a public company, we are subject to significant requirements for enhanced financial reporting and internal controls. The process of
designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our
business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that
is adequate to satisfy our reporting obligations as a public company, and we are still in the process of generating a mature system of
internal controls and integration across business systems. Inability to establish or maintain appropriate internal financial reporting
controls and procedures may result in material misstatements in our consolidated financial statements and failure to meet our reporting
obligations on a timely basis, causing harm to our operating results.

 Matters
impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us
to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules, which may
result in a breach of the covenants under existing or future financing arrangements. 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. This could materially adversely affect us and lead to a decline in the market price
of our securities.

 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. 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
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. 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. We also rely on open-source software for various functions, which may contain undiscovered
security flaws and create additional technical vulnerabilities. In addition, despite our ongoing and additional investments in cybersecurity,
such improvements and review may not identify abuses of our platforms and misuse of user data. 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. This could lead to regulatory actions, including the possibility of fines,
class action or traditional litigation by affected individuals, reputational harm, costly investigation and remedial efforts, the triggering
of indemnification obligations under data-protection agreements with subscribers, vendors, and partners, higher premiums for cybersecurity
insurance and other insurance policies, and the inability to obtain cybersecurity insurance or other forms of insurance. We do not presently
have cybersecurity insurance to compensate for any losses that may result from any breach of security, and given industry trends generally,
we expect that any such cybersecurity insurance coverage will be difficult to obtain in the future on acceptable terms. As a result, our
results of operations or financial condition may be materially adversely affected if we experience a cybersecurity-related loss.

 We may fail to comply with applicable
privacy laws.

 We
are subject to data privacy and security laws and regulations that apply to the collection, transmission, storage, use, processing, destruction,
retention and security of personal information, including additional laws or regulations relating to health information. Our current privacy
policies and practices, which are publicly available at rumble.com/s/privacy, are designed to comply with privacy and
data protection laws in the United States and Canada. These policies and practices inform users how we handle personal information and,
as permitted by law, allow users to change or delete the personal information in their user accounts. The legislative and regulatory landscape
for privacy and data protection continues to evolve in jurisdictions worldwide, and these laws may at times be conflicting. It is possible
that these laws may be interpreted and applied in a manner that is inconsistent with our practices, and our efforts to comply with the
evolving data protection rules may be unsuccessful. We must devote significant resources to understanding and complying with this changing
landscape. Failure to comply with federal, state, provincial and international laws regarding privacy and security of personal information
could expose us to penalties under such laws, orders requiring that we change our practices, claims for damages or other liabilities,
regulatory investigations and enforcement action (including fines and criminal prosecution of employees), litigation, significant costs
for remediation, and damage to our reputation and loss of goodwill, any of which could have a material adverse effect on our business,
financial condition, results of operations and prospects. Even if we have not violated these laws, government investigations and private
lawsuits into these issues typically require the expenditure of significant resources and generate negative publicity, which could have
a material adverse effect on our business, financial condition, results of operations and prospects. 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.
Determining whether protected information has been handled in compliance with applicable privacy standards and our contractual obligations
can be complex and may be subject to changing interpretation. If we fail to comply with applicable privacy laws, we could face civil and
criminal penalties. Failing to take appropriate steps to keep consumers' personal information secure can also constitute unfair
acts or practices in or affecting commerce and be construed as a violation of Section 5(a) of the Federal Trade Commission Act (the "FTCA"),
15 U.S.C. § 45(a). The Federal Trade Commission (the "FTC") expects a company's data security measures to be reasonable
and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and
the cost of available tools to improve security and reduce vulnerabilities. In addition, state attorneys general are authorized to bring
civil actions seeking either injunctions or damages in response to violations that threaten the privacy of state residents. We cannot
be sure how these regulations will be interpreted, enforced or applied to our operations. 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.

 Internationally,
laws, regulations and standards in many jurisdictions apply broadly to the collection, transmission, storage, use, processing, destruction,
retention and security of personal information. For example, in the European Union, the collection, transmission, storage, use, processing,
destruction, retention and security of personal data is governed by the provisions of the General Data Protection Regulation ("GDPR")
in addition to other applicable laws and regulations. The GDPR, together with national legislation, regulations and guidelines of the
European Union Member States governing the collection, transmission, storage, use, processing, destruction, retention and security of
personal data, impose strict obligations with respect to, and restrictions on, the collection, use, retention, protection, disclosure,
transfer and processing of personal data. The GDPR also imposes strict rules on the transfer of personal data to countries outside the
European Union that are not deemed to have protections for personal information, including the United States. The GDPR authorizes fines
for certain violations of up to 4% of the total global annual turnover of the preceding financial year or 20 million, whichever
is greater. Such fines are in addition to any civil litigation claims by data subjects. Separately, Brexit has led and could also lead
to legislative and regulatory changes and may increase our compliance costs and expose us to two parallel regulatory regimes, each of
which authorizes similar fines and other potentially divergent enforcement actions for certain violations. Other jurisdictions outside
the European Union are similarly introducing or enhancing privacy and data security laws, rules and regulations, which could increase
our compliance costs and the risks associated with noncompliance. We cannot guarantee that we are, or will be, in compliance with all
applicable U.S., Canadian, or other international regulations as they are enforced now or as they evolve.

 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. 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. We may need
to change and limit the way we use personal information in operating our business and may have difficulty maintaining a single operating
model that is compliant. In addition, various federal, state, provincial, and foreign legislative and regulatory bodies, or self-regulatory
organizations may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding cybersecurity,
privacy, data security, data protection and online content. Aspects of such laws can be unclear, resulting in further uncertainty and
potentially requiring us to modify our data practices and policies and to incur substantial additional costs and expenses in an effort
to comply. In addition, such laws may have potentially conflicting requirements that would make compliance challenging.

 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. 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. 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.

 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. Some license provisions protecting against unauthorized use, copying,
transfer, and disclosure of our platform, or certain aspects of our platform, or our data may be unenforceable under the laws of certain
jurisdictions. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States,
and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. To the extent we expand our
international activities, our exposure to unauthorized copying and use of our data or certain aspects of our platform, or our data may
increase. Competitors, foreign governments, foreign government-backed actors, criminals, or other third parties may gain unauthorized
access to our proprietary information and technology. Accordingly, despite our efforts, we may be unable to prevent third parties from
infringing upon or misappropriating our technology and intellectual property.

 To
protect our intellectual property rights, we will be required to spend significant resources to monitor and protect these rights, and
we may or may not be able to detect infringement by our customers or third parties. Litigation has been and may be necessary in the future
to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming, and distracting
to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce
our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of
our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as
any costly litigation or diversion of our management's attention and resources, could delay further sales or the implementation
of our platform or solutions, impair the functionality of our platform or solutions, delay introductions of new features, integrations,
and capabilities, result in our substituting inferior or more costly technologies into our platform or solutions, or injure our reputation.
In addition, we may be required to license additional technology from third parties to develop and market new features, integrations,
and capabilities, and we cannot be certain that we could license that technology on commercially reasonable terms or at all, and our inability
to license this technology could harm our ability to compete.

 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. To date, we have not fully evaluated
the extent to which other parties may bring claims that our technology, including our use of open source software, infringes on the intellectual
property rights of others. The availability of damages and royalties and the potential for injunctive relief have increased the costs
associated with litigating and settling patent infringement claims. Any claims, whether or not meritorious, could require us to spend
significant time, money, and other resources in litigation, pay damages and royalties, develop new intellectual property, modify, design
around, or discontinue existing products, services, or features, or acquire licenses to the intellectual property that is the subject
of the infringement claims. 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.

 If
content providers do not have sufficient rights to the video content or other material that they upload or make available to Rumble, or
if such video content or other material infringes or is alleged to infringe the intellectual property rights of third parties, we could
be subject to claims from those third parties, which could adversely affect our business, results of operations and financial condition.
Although our content policies prohibit users from submitting infringing content to Rumble, and require users to indemnify Rumble for claims
related to the violations of the rights of third parties arising from the submission of content to Rumble (including with respect to infringements
of intellectual property rights), we do not verify that content providers own or have rights to all of the video content or other material
that they upload or make available. As a result, we may face potential liability for copyright or other intellectual property infringement,
or other claims. Litigation to defend these claims could be costly and have an adverse effect on our business, results of operations and
financial condition. 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.

 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 diversity of opinion.

 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. In 2020, various members of
Congress introduced bills to further limit Section 230, and a petition was filed by a Department of Commerce entity with the Federal Communications
Commission to commence a rulemaking to further limit Section 230. Additionally, judicial decisions, including by the U.S. Supreme Court
as well as lower courts, may limit or alter the protections offered by Section 230.

 Laws
like Section 230 generally do not exist outside of the United States, and some countries have enacted laws that require online content
providers to remove certain pieces of content within short time frames. 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. These and any similar future suspensions may limit our user and revenue growth, which in turn may adversely affect our business
and operating results. In addition, some countries may decide to ban our service based upon a single piece of content.

 We
may also face liability when we remove content and accounts that we believe are violating our terms of service. While Rumble believes
that Section 230 allows us to restrict or remove certain categories of content, our protections may not always end a lawsuit at an early
stage, potentially resulting in costly and time-consuming litigation.

 The incentives that we offer to certain
content creators may lead to liability based on the actions of those creators.

 Our
goal is to attract even more top creators to our platform, further accelerating our platform's growth, and we have offered and intend
to continue to offer incentives, including economic incentives, to content creators to join our platform, even while the content creators
maintain sole editorial control over the content they produce. 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.

 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.

 In
addition, as part of the incentives we offer to certain content creators, Rumble has the right to sell host-read advertisements. As part
of these advertisements, the content creator offers a paid endorsement of various products or services. 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.

 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. 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. Further, we must continually manage and monitor our content and
detect content that violates our terms of service. This content moderation service is provided by Cosmic, a key vendor, and we would experience
a significant disruption if Cosmic were no longer able or willing to offer us that service. If a significant amount of content that violates
our terms of service were not detected and removed by us in a timely manner, or if a significant amount of information was perceived by
users or the media to violate our terms of service, whether or not such perceptions were accurate, our brand, business and reputation
could be harmed. This risk increases as the volume of content uploaded by users to Rumble continues to grow.

 In
the event our content creators, other users, advertisers, or other key business partners do not agree with our content moderation policies
and procedures or their implementation, such creators, other users, advertisers, and other key business partners could decrease their
usage of Rumble (or cease using Rumble entirely), which could have a material adverse effect on our business or our results of operations.
Additionally, there is a risk that users will upload content that predominantly represents certain political viewpoints, leading to public
perceptions that Rumble endorses those viewpoints, regardless of whether such perceptions are accurate. There can be no guarantee that
current or future negative publicity, complaints, allegations, political controversies, investigations or legal proceedings with respect
to our content, even if baseless, will not generate adverse publicity that could damage our reputation. Any damage to our reputation could
harm our ability to attract and retain users and subscribers.

 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.

 We
are subject to taxes in multiple jurisdictions. Our provision for income taxes is based on a jurisdictional mix of earnings, statutory
tax rates and enacted tax rules, including transfer pricing. There may also be tax costs associated with distributions between our subsidiaries.
Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. As a result, our future
effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the
valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation. These changes may adversely impact our
effective tax rate and harm our financial position and results of operations.

 We
regularly assess the likelihood of adverse outcomes resulting from examinations by the Internal Revenue Service and other domestic and
foreign tax authorities to determine the adequacy of our income tax and other tax reserves. If our reserves are not sufficient to cover
these contingencies, such inadequacy could materially adversely affect our business, prospects, financial condition, operating results,
and cash flows. In addition, due to the global nature of the internet, various states or foreign countries may attempt to impose additional
or new regulation on our business or levy additional or new taxes relating to our activities. Tax authorities at the international, federal,
state and local levels are currently reviewing the appropriate treatment of companies engaged in e-commerce. 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. Management
currently believes we have adequate reserves established for these matters. If a material indirect tax liability associated with prior
periods were to be recorded, for which there is not a reserve, it could materially affect our financial results for the period in which
it is recorded.

 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. Similarly, private-market participants may deploy technologies or require certain practices that limit our
ability to obtain or use certain information about our users and subscribers. For example, Google has indicated that it will ultimately
phase out the use of cookies to track users of its search services in future versions of its Chrome web browser, and Apple has updated
its iOS mobile operating system to require app developers to obtain opt-in consent before tracking users of its various services. If these
types of changes are implemented, our ability to determine how our users and subscribers use our video services and ability to use targeted
advertising in a cost-effective manner may be limited. 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.

 We may become subject
to newly enacted laws and regulations that restrict content on the internet.

 The
expansion of regulatory and censorship regimes by governments around the world is likely to limit the freedom of speech and artistic expression
on the internet, which in turn may inhibit the growth of alternative and nontraditional platforms like Rumble relative to traditional
media publishers and established technology platforms that feature stricter content moderation. For example, Canada's Bill C-11,
also known as the Online Streaming Act, grants Canadian regulatory authorities significantly increased regulatory powers over audiovisual
content on the internet. While we do not currently meet the regulatory criteria to comply with C-11, our commitment to a free and open
internet may result in governmental actions against our platform, costly and prolonged legal challenges, and the prohibition or suppression
of our platform in certain jurisdictions or our voluntary withdrawal from such jurisdictions.

 Several
U.S. states have also enacted legislation that regulates online content. 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.

 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. If these proposed or similar laws are passed or upheld,
if similar future legislation or governmental action is proposed or taken, and if existing protections are limited or removed, changes
will be required that could impose additional costs of operation, subject us to additional liability or cause users to abandon our service,
any of which could adversely affect our business, results of operations, financial condition and prospects.

 We
could also face fines, orders restricting or blocking our services in particular geographies, or other government-imposed sanctions as
a result of content hosted on our services. For example, laws and regulations in Germany and India provide for the imposition of fines
for failure to comply with certain content removal, law enforcement cooperation, and disclosure obligations. Numerous countries in Europe,
the Middle East, Asia-Pacific, and Latin America are considering, or have implemented, legislation imposing penalties, including fines,
service throttling, access blocking, or advertising bans, for failure to remove certain types of content or to follow certain processes.
Such content-related legislation also has required us in the past, and may require us in the future, to change our products or business
practices. Our responses to content-related legislation may increase our costs or may otherwise adversely impact our operations or our
ability to provide services in certain jurisdictions. Regulatory or legislative actions affecting the manner in which we display content
to our users or obtain consent for various practices could require product changes in the user interface that could adversely affect user
growth and engagement.

 We are involved
in litigation that is unpredictable and may have an adverse impact on our financial condition, results of operations and cash flows.

 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 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.

 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.

 Our
content creators may engage in paid promotions of products and services in regulated industries, such as alcoholic beverages, tobacco
products, cannabidiols (CBD), and online gambling, including sports wagering and online casino games. In some cases, we may receive a
percentage of the revenue generated by such paid promotions. While these promotions are not endorsements by Rumble of the underlying products
or services by Rumble and we require content creators to comply with all applicable laws and regulations, we may be found liable pursuant
to existing or newly created rules and regulations by international, federal, and state regulatory authorities, such as the FTC. We may
also expend significant resources on compliance with such regulations. Our business, financial condition and results of operations could
be negatively affected by the impact of these regulations. In addition, such paid promotions may alienate segments of our audience, which
could cause our traffic and user engagement to fall and reduce our attractiveness to other advertisers.

 Risks Related to Ownership
of Our Securities

 We are an "emerging
growth company" within the meaning of the Securities Act of 1933 (the "Securities Act") and as such we have relied on,
and we expect to continue to rely on, certain exemptions from disclosure requirements available to emerging growth companies. Our reliance
on these exemptions could make our securities less attractive to investors and may make it more difficult to compare our performance with
that of other public companies.

 We
are an "emerging growth company" within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups
Act (the "JOBS Act"), and as such we have relied on, and we expect to continue to rely on, certain exemptions from various
reporting requirements that are applicable to other public companies including, but not limited to, not being required to comply with
the auditor internal controls attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley
Act"). Further, the JOBS Act exempts emerging growth companies from the requirement to comply with new or revised financial accounting
standards until private companies are required to comply with the same standards. The JOBS Act provides that a company may elect to opt
out of the extended transition period and comply with the requirements that apply to non-emerging growth companies. 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.

 As
a result of our emerging growth company status and our reliance on certain reporting exemptions, our stockholders may not have access
to certain information they may deem important, and investors may find our securities less attractive. 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.

 The
provision of our Amended and Restated Certificate of Incorporation (the "Charter") that authorizes our Board to issue preferred
stock from time to time based on terms approved by the Board may delay, defer or prevent a tender offer or takeover attempt that stockholders
might consider to be in their best interest.

 Our Charter contains
forum limitations for certain disputes between us and our stockholders that could limit the ability of stockholders to bring claims against
us or our directors, officers and employees.

 Our
Charter provides that, unless we consent in writing to the selection of an alternative forum, the Delaware Court of Chancery (the "Court
of Chancery") is the sole and exclusive forum for (i) any derivative lawsuit brought on our behalf, (ii) any lawsuit against our
current or former directors, officers, employees or stockholders asserting a breach of a fiduciary duty owed by any such person to us
or our stockholders, (iii) any lawsuit asserting a claim arising under any provision of the Delaware General Corporation Law, our Charter
or bylaws (each, as in effect from time to time), or (iv) any lawsuit governed by the internal affairs doctrine of the State of Delaware.
These provisions do not apply to claims arising under the Securities Act, the Exchange Act or other federal securities laws for which
there is exclusive federal or concurrent federal and state jurisdiction. 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.

 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. Further, in the event a court finds either exclusive forum
provision contained in our Charter to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving
such action in other jurisdictions, which could harm our business, operating results and financial condition.

 Our 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.

 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. Pavlovski continues to beneficially own at least approximately 8.47 million of the issued and outstanding
shares of Class D Common Stock (assuming, for this purpose, that the number of outstanding shares of all classes of our capital stock
continues to equal the same number of shares outstanding as of the closing of the Business Combination), Mr. Pavlovski will continue to
control the outcome of matters submitted to our stockholders for approval. Such number represents approximately 8.0% of the shares of
Class D Common Stock that Mr. Pavlovski owns. This concentrated control will limit or preclude our public stockholders' ability
to influence corporate matters for the foreseeable future. Further, our Charter does not include a sunset provision for the high vote
feature of the Class D Common Stock, meaning this feature will persist indefinitely (unless amended or until all of the shares of Class
D Common Stock have been redeemed by Rumble in connection with future transfers (other than "permitted transfers") of shares
of Class A Common Stock or ExchangeCo Shares by Mr. Pavlovski). As a result, Mr. Pavlovski may control or effectively control the voting
of Rumble, even if he holds only a small economic interest in the company. Consequently, in the event Mr. Pavlovski liquidates a significant
portion of his economic interest in Rumble, Mr. Pavlovski may no longer be incentivized (or incentivized to the same extent) to exercise
his voting control, including in connection with the types of decisions further described below, in a manner that will maximize the economic
value of Rumble.

 Because
of the voting ratio between the Class D Common Stock on the one hand, and the Class A Common Stock and Class C Common Stock, par value
$0.0001 per share of Rumble (the "Class C Common Stock"), on the other hand, Mr. Pavlovski has the ability to control the
outcome of matters submitted to our stockholders for approval, including the election of directors, amendments to our organizational documents,
and any merger, consolidation, or sale of all or substantially all of our assets. The Charter provides that Rumble may not issue any shares
of Class D Common Stock, so all of the Class D Common Stock are held by Mr. Pavlovski and/or his transferees. In this regard, no shares
of Class D Common Stock may be transferred by Mr. Pavlovski unless the transfer is made to a qualified transferee as described in the
Charter. As a result, only Mr. Pavlovski has the right to vote and control the Class D Common Stock, meaning that Mr. Pavlovski is not
entitled to transfer voting control of Rumble to another person or entity not controlled by Mr. Pavlovski through the transfer of Class
D Common Stock.

 This
concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of
Rumble's assets that our other stockholders support, or, conversely, this concentrated control could result in the consummation
of such a transaction that our other stockholders do not support. This concentrated control could also discourage a potential investor
from acquiring our publicly traded Class A Common Stock, which will have limited voting power relative to the Class D Common Stock that
is held by Mr. Pavlovski, and might harm the trading price of our Class A Common Stock. In addition, Mr. Pavlovski has the ability to
control the management and our major strategic investments as a result of his position as our CEO and his ability to control the election
of our directors. As a board member and officer, Mr. Pavlovski owes a fiduciary duty to our stockholders and must act in good faith in
a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr.
Pavlovski is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally.

 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.

 Mr.
Pavlovski, the CEO and controlling shareholder of Rumble, holds shares placed in escrow and subject to forfeiture pursuant to the terms
of the Business Combination Agreement. Such shares will vest in the event certain share price thresholds are satisfied, but if such price
thresholds are not satisfied in the applicable time periods, such shares will be forfeited and cancelled. 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.

 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.

 Substantially all of our issued and outstanding shares are freely transferable
and/or registered for resale on a registration statement on Form S-1. 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 stock price
may be volatile, and purchasers of our common stock could incur substantial losses.

 Our
stock price is likely to be volatile. The stock market in general, as well as the market for technology companies in particular, have
both experienced extreme volatility that has often been unrelated to the operating performance of particular companies. The market price
for our common stock may be influenced by many broad market and industry factors. These broad market and industry factors may seriously
harm the market price of our common stock, regardless of our operating performance. 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 the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies.
Such litigation could result in substantial costs and diversion of management's attention and resources, which could materially
and adversely affect our business, financial condition, results of operations and growth prospects.

 We have and will
continue to incur significant expenses and administrative burdens as a public company, which could have an adverse effect on our business,
financial condition and results of operations.

 We
face significant increases in insurance, legal, compliance, accounting, administrative and other costs and expenses as a public company
that we did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations
subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations
promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board, the SEC and the securities exchanges, impose
additional reporting and other obligations on public companies.

 Compliance
with public company requirements has increased, and is expected to continue to increase, our costs and has made, and is expected to continue
to make, certain activities more time-consuming. Several of those requirements require us to carry out activities that we have not done
previously. In addition, we incurred and will continue to incur additional expenses associated with SEC reporting requirements. Furthermore,
if any issues in complying with those requirements are identified, we could incur additional costs to rectify those issues, and the existence
of those issues could adversely affect our reputation or investor perceptions of us. 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.

 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. These increased costs require
us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy
efforts by stockholders and third-parties may also prompt additional changes in governance and reporting requirements, which could further
increase costs.

 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 this were to occur, Rumble and
its stockholders could face significant material adverse consequences including a limited availability of market quotations for our securities,
reduced liquidity for our securities, a determination that our Class A Common Stock is a "penny stock," which will require
brokers trading the Class A Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity
in the secondary trading market, a limited amount of news and analyst coverage, and a decreased ability to issue additional securities
or obtain additional financing in the future.

 If securities or
industry analysts cease publishing research or reports about Rumble, our business, or our market, or if they change their recommendations
regarding our securities adversely, the price and trading volume of our securities could decline.

 The
trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about
Rumble, our business, market or competitors. If any of the analysts who may cover Rumble change their recommendation regarding our shares
of common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our shares of common
stock would likely decline. Some analysts who covered Rumble have ceased coverage of our securities in the past, and if additional analysts
were to cease such coverage or fail to regularly publish reports on us, we could lose additional visibility in the financial markets,
which in turn could cause our share price or the trading volume of our securities to decline.

 Pursuant to the
JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of internal controls over
financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as we are an "emerging growth company".

 Pursuant
to the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal
controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until we are no longer an "emerging growth
company." We could be an "emerging growth company" until the earlier of (i) the last day of the fiscal year in which
we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following February 23, 2026, the fifth
anniversary of CF VI's initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt
during the previous three years; and (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

 We do not expect
to declare any cash dividends for the foreseeable future.

 We
do not anticipate declaring any cash dividends to holders of our common stock for the foreseeable future. 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.

 Item 1C. Cybersecurity

 Risk Management and Strategy

 The success of our business
operations depends on the security, confidentiality, integrity and availability, of confidential and sensitive information. Such information
includes personal information that we collect and process on our own and using systems and platforms provided by our vendors and other
third parties on which we rely. Consequently, we maintain a data protection program, which includes physical, technical, and administrative
safeguards, designed to identify, prevent, and mitigate the risks posed by cybersecurity threats, and to identify, analyze, address, mitigate
and remediate any cybersecurity incidents that may happen in an efficient and timely manner. As part of our program:

 We
have implemented and maintain our policies, procedures and processes (PPP) related to the functioning of information technology within
the company. 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). Our internal Risk Management Committee,
described below, reviews our PPP at least annually to assure continuing relevance and effectiveness.

 We
maintain a dedicated, fully staffed and qualified Information Security team that reports to the office of the Chief Technology Officer
(CTO) and is currently led by the Director of Information Security (InfoSec). Combined, these individuals have more than 50 years of
experience related to corporate information security governance, data and network security, data governance, risk management, and overall
secure practices involved with InfoSec.

 We
have implemented a risk management process and formed a Risk Management Committee, which consists of members of our management team,
including members with technical expertise, to identify, evaluate and categorize any potential InfoSec risks.

 We
perform vulnerability testing and penetration testing at routine intervals to assure that our InfoSec posture remains vigilant.

 We
utilize and maintain third-party security vendors, as necessary, to provide assistance with a variety of security efforts.

 We
are reviewing our security training protocols to ensure all employees received annual security training for all employees. 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.

 Cybersecurity Governance

 Our Board actively oversees
our risk management activities and considers various risk topics throughout the year, including cybersecurity and information security
risk management and controls. 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.

 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.
In 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.

 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. Our Risk Management Committee is responsible for assessing and categorizing any significant
identifiable risks and presenting them to senior management in a timely manner along with recommendations on how to manage these identified
risks. All potential risks are identified, quantified, and categorized in such a manner that they can be ranked and presented to senior
management for appropriate disposition (such as avoidance, acceptance, mitigation, etc.). Our CTO and Director of InfoSec have the primary
responsibility for managing our cybersecurity program and efforts. 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.

 Our information technology
team have decades of operational experience both in private as well as classified government settings, advanced degrees in the information
technology field from accredited universities, certifications within their areas of expertise (e.g., Certified Information Systems Security
Professional (CISSP), Operating Systems Certifications, Network Engineering certifications, etc.).

 Item 2. Properties

 We are headquartered in Longboat
Key, Florida, and maintain offices in both the United States and Canada. Some of our employees work remotely. All of our facilities are
leased. We believe that our current facilities are adequate to meet our current needs. We intend to procure additional space in the future
as we continue to add employees and expand geographically. We also believe that, if we require additional space, we will be able to lease
additional facilities on commercially reasonable terms.

 Item 3. Legal Proceedings

 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, government demands, putative
class actions based upon consumer protection or privacy laws and other matters. 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. 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. Pavlovski in the Ontario Superior
Court of Justice, alleging fraudulent misrepresentation in connection with KII's decision to redeem its shares of Rumble in August
2020. KII is seeking rescission of such redemption such that, following such rescission, KII would own 20% of the issued and outstanding
shares of Rumble or, in the alternative, damages for the lost value of the redeemed shares, which KII has alleged to be worth $419.0 million
(based on the value ascribed to the shares of Rumble in the Business Combination), together with other damages including punitive damages
and costs. The 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.

 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. 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.

 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. 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.

 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. 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. 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). The Court of Chancery granted our petition in March 2023 and entered an order under
8 Del. 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.

 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. 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. Mine Safety Disclosures

 Not Applicable.

 Part
II

 Item 5. Market for Registrant's Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market Information

 Our Class A Common Stock and
Warrants are listed on The Nasdaq Global Market under the symbols "RUM" and "RUMBW", respectively.

 Holders 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. The number of holders of record does not include a substantially greater number of "street name" holders or
beneficial holders, whose shares and/or warrants are held of record by banks, brokers and other financial institutions.

 Dividend Policy

 We do not anticipate declaring
or paying any cash dividends on our Class A Common Stock in the foreseeable future. It is presently intended that we will retain our earnings
for use in business operations and, accordingly, it is not anticipated that our board of directors will declare dividends in the foreseeable
future.

 Recent Sales of Unregistered Securities; Use
of Proceeds from Registered Offerings; Purchases of Equity Securities by the Issuer or Affiliated Purchaser

 Not applicable

 Stock Performance Graph

 The following information
in this Item 5 is not deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation
14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates it
by reference into such a filing.

 The SEC requires the Company
to include a line graph presentation comparing cumulative five-year common stock returns, or in the case of Rumble, the date of the consummation
of the Business Combination, with a broad-based stock index and either a nationally recognized industry index or an index of peer companies
selected by the Company. The Company has chosen to use the Standard & Poor's ("S&P") 500 Index as the broad-based
index. The S&P 500 Index was chosen as the Company does not believe any other published industry or line-of-business index adequately
represents the current operations of the Company. 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.

 Item 6. [Reserved]

 Item 7. 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. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ
materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited
to, those identified below and those discussed in the sections titled "1A. Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" included elsewhere in this Annual Report and those discussed in our other filings with the SEC. Additionally,
our historical results are not necessarily indicative of the results that may be expected in any future period. Amounts are presented
in U.S. dollars.

 Overview

 We are a high growth, video
sharing and cloud services provider platform designed to help content creators manage, distribute, and monetize their content by connecting
them with brands, publishers, and directly to their subscribers and followers. Our registered office is 444 Gulf of Mexico Drive, Longboat
Key, Florida, 34228. 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. 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. 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. Refer to Note 12, Qualifying Transaction, to the Company's
annual consolidated financial statements for the year ended December 31, 2023.

 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.

 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.

 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. 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.

 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.

 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.

 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. These costs primarily include:

 Programming and content costs
related to compensation to content providers, including share-based compensation, from whom video and other content are licensed. These
costs are paid to these providers based on revenues generated, or in fixed amounts. 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.

 General and Administrative Expenses

 General and administrative
expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our executives and
certain other employees. General and administrative expenses also include legal and professional fees, business insurance costs, operating
lease costs and other costs. 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.

 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. Research and development expenses also include consultant fees related to our development activities to originate,
develop and enhance our platforms.

 Sales and Marketing Expenses

 Sales and marketing expenses
consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our employees associated with
our sales and marketing functions. Sales and marketing expenses also include consultant fees and direct marketing costs related to the
promotion of our platforms and solutions. We expect our sales and marketing expenses to increase over time as we promote our platform
and brand, increase marketing activities, and grow domestic and international operations.

 Acquisition-related Transaction Costs

 Acquisition-related transaction
costs consist of transaction expenses related to the Business Combination and other acquisitions.

 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.

 Change in Fair Value of Contingent Consideration

 Certain contingent consideration
associated with the Callin acquisition does 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").
Because the contingent consideration 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.

 Non-Operating Income and Other Items

 Interest Income

 Interest income consists of
interest earned on our cash, cash equivalents, and marketable securities. We invest in highly liquid securities such as money market funds,
treasury bills and term deposits.

 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.

 Change in Fair Value of Warrant Liability

 We account for our outstanding
warrants in accordance with ASC 815-40, under which the warrants issued in connection with Business Combination do not meet the criteria
for equity classification, and must be recorded as liabilities. 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.

 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.

 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. MAUs represent the total web,
mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base calculated from data provided
by Google, a third-party analytics provider. Google defines "active users" as the "[n]umber of distinct users who visited
your website or application." 1 We have used the Google
analytics systems since we first began publicly reporting MAU statistics, and the resulting data have not been independently verified.

 As of July 1, 2023, Universal
Analytics ("UA"), Google's analytics platform on which we historically relied for calculating MAUs using company-set
parameters, was phased out by Google and ceased processing data. At that time, Google Analytics 4 ("GA4") succeeded UA as
Google's next-generation analytics platform, which has been used to determine MAUs since the third quarter of 2023 and which we
expect to continue to use to determine MAUs in future periods. Although Google has disclosed certain information regarding the transition
to GA4, 2 Google does not currently make available sufficient
information relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs. Because
Google has publicly stated that metrics in UA "may be more or less similar" to metrics in GA4, and that "[i]t is not
unusual for there to be apparent discrepancies" between the two systems, 3
we are unable to determine whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect,
if any, on our reported MAUs. It is therefore possible that MAUs that we reported based on the UA methodology ("MAUs (UA)")
for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology ("MAUs (GA4)") in
subsequent periods.

 MAUs (GA4) represent the total
web, mobile app, and connected TV users of Rumble for each month, 4
which allows us to measure our total user base calculated from data provided by Google. 5
Connected TV users were not counted within MAUs within MAUs (UA) for periods prior to July 1, 2023, and we believe the number of such
users was immaterial in those prior periods. We also believe that fewer than 1 million MAUs in the current period are from connected TV,
making them similarly immaterial. Google's parameters for measuring "active users" appear to exclude many, but not all,
users who access content on Rumble through "embedded" videos on domains other than rumble.com, and we are unable to determine
the exact number of users who access "embedded" content within our total number of MAUs. In addition, MAUs (GA4) may rely
on statistical sampling and may be based on estimates of data that Google is missing "due to factors such as cookie consent." 6

 Google, "[UA GA4]
Comparing Metrics: Google Analytics 4 vs. Universal Analytics,
(last accessed Mar. 15, 2024) [hereinafter: "Google, Comparing Metrics."] (providing the technical criteria Google uses to
calculate active users).

 Id.

 Id.

 During the measurement period, Rumble was available on the
following connected TV systems: Roku, Android TV, Amazon Fire, LG, and Samsung TVs.

 Google provides additional information on its definition
of an "active user," see Google, Comparing Metrics.

 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."

 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. 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.

 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. Spam activity, including inauthentic and fraudulent user
activity, if undetected, may contribute to some amount of overstatement of our performance indicators, including reporting of MAUs by
Google. We continually seek to improve our ability to estimate the total number of spam-generated users, and we eliminate material activity
that is substantially likely to be spam from the calculation of our 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 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.

 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. 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. 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. 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.). 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. 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.

 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. 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. 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.

 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. 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. 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. 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. We provided additional information about this issue in a current report on Form
8-K, filed with the SEC on January 16, 2024.

 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.
As a result of such adjustments, our key business metrics may not be comparable period-over-period.

 Results 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

 %

 Expenses

 Cost of services (content, hosting and other)

 $
 146,156,734

 $
 43,745,518

 $
 102,411,216

 %

 General and administrative

 37,125,296

 16,086,254

 21,039,042

 %

 Research and development

 15,721,663

 6,342,851

 9,378,812

 %

 Sales and marketing

 13,427,021

 6,137,860

 7,289,161

 %

 Acquisition-related transaction costs

 1,151,318

 1,116,056

 35,262

 %

 4,850,812

 1,556,056

 3,294,756

 %

 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

 %

 Loss from operations

 (135,547,012
)

 (35,600,311
)

 (99,946,701
)

 %

 Interest income

 13,594,463

 3,019,456

 10,575,007

 %

 Other income (expense)

 (125,511
)

 (49,067
)

 (76,444
)

 %

 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
)

 %

 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
)

 %

 *NM-
 Percentage change not meaningful.

 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. The increase in advertising
revenue was driven by an increase in consumption as well as the introduction of new advertising solutions for creators, publishers and
advertisers, including host read advertising and our online advertising management exchange ("Rumble Advertising Center" or
"RAC"), both of which we started to build and test in the second half of 2022 and continued to scale testing throughout 2023.
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. 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. 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.

 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. 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.

 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.

 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. For the year ended
December 31, 2022, acquisition-related transaction costs consisted of $1.1 million, which included legal and other professional fees related
to the Business Combination.

 Amortization and Depreciation

increased by $3.3 million to $4.8 million in the year ended December 31, 2023 compared to the year ended December 31, 2022. 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.

 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. 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 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 increase was due
to carrying a higher balance of cash, cash equivalents, and marketable securities as a result of the Business Combination. The funds were
invested in money market funds, treasury bills, and term deposits.

 Other Income (Expense)

 Other expense increased by
$76.4 thousand to $0.1 million in the year ended December 31, 2023 compared to the year ended December 31, 2022.

 Change in Fair Value of Warrant Liability

 Change in fair value of warrant
liability decreased by $18.6 million resulting in a gain of $2.4 million in the year ended December 31, 2023. 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. 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.

 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. The increase was mainly driven by the recognition of deferred
tax liabilities of Callin and North River as of the acquisition date, which were subsequently reversed resulting in a deferred tax benefit.

 Liquidity and Capital Resources

 Since the completion of our
Business Combination in September 2022, we have financed operations primarily through cash generated from operating activities and the
funds raised from our Business Combination. The primary short-term requirements for liquidity and capital are to fund general working
capital and capital expenditures.

 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.

 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. This content acquisition strategy will allow us to enter key
content verticals and secure top content creators in those verticals before we have full monetization capabilities in place. Our focus
in 2023 was 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 a result, we expect this strategy will require us to consume a
significant portion of our capital raised. 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. In addition to the minimum contractual cash commitments, we have programming and content agreements that
have variable cost arrangements. These future costs are dependent upon many factors and are difficult to anticipate, however, these costs
may be substantial.

 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 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.

 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. 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.

 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. 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.

 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 preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts
of assets, liabilities, revenue, costs and expenses and related disclosures. We evaluate our estimates on a continuous basis. We base
our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual
results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates
and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

 We believe the following key
accounting policies require significant judgments and estimates used in the preparation of our consolidated financial statements. Critical
accounting policies and estimates are those that we consider the most important to the portrayal of our financial condition and results
of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates
about the effects of matters that are inherently uncertain. 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.

 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.

 Acquisitions (Business Combination vs Asset
Acquisition)

 The Company evaluates whether
acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine
whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar
identifiable assets. 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.

 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.
We may use quoted market prices, prices for similar assets, present value techniques, and other valuation techniques such as the depreciated
replacement cost and relief from royalty methods to prepare these estimates. We may need to make estimates of future cash flows and discount
rates as well as other assumptions in order to implement these valuation techniques. Due to the degree of judgment involved in our estimation
techniques, our estimate may result in 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. We account for equity awards by recognizing the fair value
of share-based compensation expense on a straight-line basis over the service period of the award.

 For equity awards with a service
condition, the fair value is estimated on the grant date using the Black-Scholes option pricing model which takes into account the following
inputs: stock price, expected term, volatility, and risk-free interest rate. For equity awards with a market condition, the fair value
is estimated on the grant date using a Monte Carlo simulation methodology that includes simulating the stock price using a risk-neutral
Geometric Brownian Motion-based pricing model. Changes in the estimated inputs or using other option valuation methods may result in materially
different option values and share-based compensation expense.

 For equity awards with a
performance condition, the Company assesses the likelihood of the performance condition underlying an award being met and recognizes a
share-based compensation expense associated with that award only if it is probable the performance condition will be met. Where the performance
condition underlying an award is a change in control, the Company considers the performance condition to be probable only when it occurs.

 Income Taxes

 The Company is subject to
income taxes in the United States and other foreign jurisdictions. Significant judgment is required in determining our provision for income
taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex
tax laws.

 Uncertain tax positions are
accounted for using a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial
statements all material uncertain income tax positions. The Company reviews its nexus in various tax jurisdictions and the Company's
tax positions related to all open tax years for events that could change the status of its tax liability, if any, or require an additional
liability to be recorded. Such events may be the resolution of issues raised by a taxing authority, expiration of the statute of limitations
for a prior open tax year or new transactions for which a tax position may be deemed to be uncertain. Those positions, for which management's
assessment is that there is more than a 50 percent probability of sustaining the position upon challenge by a taxing authority based
upon its technical merits, are subjected to the measurement criteria.

 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. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards
until such time as those standards apply to private companies. We intend to elect to adopt new or revised accounting standards under private
company adoption timelines. Accordingly, the timing of our adoption of new or revised accounting standards will not be the same as other
public companies that are not emerging growth companies or that have opted out of using such extended transition period and our financial
statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

 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. We place cash, cash equivalents, and marketable securities
with financial institutions with high credit standing, and we place excess cash in marketable investment grade debt securities. We are
exposed to credit risk on our accounts receivable in the event of default by a customer. We bill our customers under customary payment
terms and review customers for their creditworthiness. 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%). As 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. 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. 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.

 Item 8. Financial Statements and Supplementary
Data

 Reports
 of Independent Registered Public Accounting Firm (Moss Adams LLP, Seattle, Washington, PCAOB ID: 659)

 Reports of Independent Registered Public Accounting Firm (MNP LLP, PCAOB ID: 1930)

 Consolidated Statements
 of Operations

 Consolidated Balance
 Sheets

 Consolidated Statements
 of Shareholders' Equity

 Consolidated Statements
 of Cash Flows

 Notes to Consolidated
 Financial Statements

 1. Overview and Basis
 of Presentation

 2. Summary of Significant
 Accounting Policies

 3. Acquisitions

 4. Revenue from Contracts
 with Customers

 5. Cash, Cash Equivalents,
 and Marketable Securities

 6. Property and Equipment

 7. Right-of-Use Assets
 and Lease Liabilities

 8. Intangible Assets

 9. Goodwill

 10. Income Taxes

 11. Other Liability

 12. Qualifying Transaction

 13. Shareholders'
 Equity

 14. Share-Based Compensation
 Expense

 15. Loss per Share

 16. Commitments and Contingencies

 17. Fair Value Measurements

 18. Credit and Concentration
 Risks

 19. Related Party Transactions

 20. Segment Information

 21. Subsequent Events

 Consolidated Financial Statements

 Consolidated Financial Statements

 Contents

 Reports of Independent Registered Public Accounting Firm (Moss Adams LLP, Seattle, Washington, PCAOB ID: 659)

 Reports of Independent Registered Public Accounting Firm (MNP LLP, PCAOB ID: 1930)

 Consolidated Statements of Operations

 Consolidated Balance Sheets

 Consolidated Statements of Shareholders' Equity

 Consolidated Statements of Cash Flows
 F- 7

 F-8 - F-43

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To the Shareholders and the Board of Directors of

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheet of Rumble
Inc. (the "Company") as of December 31, 2023, the related consolidated statements of operations, shareholders'
equity and cash flows for the year then ended, and the related notes (collectively referred to as the "consolidated financial statements").
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of
the Company as of December 31, 2023, and the consolidated results of its operations and its cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based
on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /s/ Moss Adams LLP

 Seattle, Washington

 We have served as the Company's auditor since 2023.

 F- 2

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Shareholders of Rumble
Inc.:

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated
balance sheets of Rumble Inc. and its subsidiaries (the Company) as of December 31, 2022 and 2021, and the related consolidated statements
of comprehensive loss, shareholders' equity (deficit), and cash flows for each of the years in the two year period ended December
31, 2022, and the related notes (collectively referred to as the consolidated financial statements).

 In our opinion, the consolidated financial statements
present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022 and 2021, and the
results of its consolidated operations and its consolidated cash flows for each of the years in the two-year period ended December 31,
2022, in conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 <MNP LLP>

 Chartered Professional Accountants

 Licensed Public Accountants

 We have served
as the Company's auditor from 2019 to 2023.

 Toronto, Canada

 March 30, 2023

 F- 3

 Consolidated Statements of Operations

 For the year ended December 31,

 2023

 2022

 Revenues

 $
 80,963,451

 $
 39,384,284

 Expenses

 Cost of services (content, hosting and other)

 $
 146,156,734

 $
 43,745,518

 General and administrative

 37,125,296

 16,086,254

 Research and development

 15,721,663

 6,342,851

 Sales and marketing

 13,427,021

 6,137,860

 Acquisition-related transaction costs

 1,151,318

 1,116,056

 4,850,812

 1,556,056

 Changes in fair value of contingent consideration

 ( 1,922,381
)

 -

 Total expenses

 216,510,463

 74,984,595

 Loss from operations

 ( 135,547,012
)

 ( 35,600,311
)

 Interest income

 13,594,463

 3,019,456

 Other income (expense)

 ( 125,511
)

 ( 49,067
)

 Changes in fair value of warrant liability

 2,365,895

 21,010,500

 Loss before income taxes

 ( 119,712,165
)

 ( 11,619,422
)

 Income tax recovery

 -

 215,428

 Deferred tax recovery

 3,291,703

 -

 Net loss

 $
 ( 116,420,462
)

 $
 ( 11,403,994
)

 Loss per share – basic and diluted

 $
 ( 0.58
)

 $
 ( 0.05
)

 Weighted-average number of common shares used in computing net loss per share - basic and diluted

 201,442,321

 242,443,272

 Share-based compensation expense included in expenses:

 Cost of services (content, hosting, and other)

 $
 3,994,180

 $
 249,781

 General and administrative

 10,686,099

 1,582,678

 Research and development

 1,016,627

 55,479

 Sales and marketing

 437,808

 45,465

 Total share-based compensation expense

 16,134,714

 The accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 Consolidated Balance Sheets

 December 31,

 2023

 2022

 Assets

 Current assets

 Cash and cash equivalents

 $
 218,338,658

 $
 337,169,279

 Marketable securities

 1,135,200

 Accounts receivable

 5,440,447

 4,748,189

 Prepaid expenses and other

 13,090,072

 9,342,691

 238,004,377

 352,360,159

 Other non-current assets

 1,626,802

 547,589

 Property and equipment, net

 19,689,987

 8,844,232

 Right-of-use assets, net

 2,473,903

 1,356,454

 Intangible assets, net

 23,262,428

 3,211,305

 Goodwill

 10,655,391

 662,899

 $
 295,712,888

 $
 366,982,638

 Liabilities and Shareholders' Equity

 Current liabilities

 Accounts payable and accrued liabilities

 $
 24,713,203

 $
 14,324,696

 Deferred revenue

 7,003,891

 1,040,619

 Income taxes payable

 -

 Lease liabilities

 975,844

 583,186

 Contingent consideration

 863,643

 -

 33,556,581

 15,949,435

 Lease liabilities, long-term

 1,630,837

 835,924

 Contingent consideration, net of current portion

 705,717

 -

 Warrant liability

 7,696,605

 10,062,500

 Other liability

 500,000

 500,000

 44,089,740

 27,347,859

 Commitments and contingencies (Note 16)

 Shareholders' equity

 Preferred shares ($ 0.0001 par value per share, 20,000,000 shares authorized, no shares issued or outstanding)

 -

 -

 Common shares ($ 0.0001 par value per share, 700,000,000 Class A shares authorized, 114,926,700 and 111,467,763 shares issued and outstanding, as of December 31, 2023 and 2022, respectively; 170,000,000 Class C authorized, 165,353,621 and 167,662,214 shares issued and outstanding, as of December 31, 2023 and 2022, respectively; 110,000,000 Class D authorized, 105,782,403 and 105,782,403 shares issued and outstanding, as of December 31, 2023 and 2022, respectively)

 768,523

 768,357

 Accumulated deficit

 ( 145,203,163
)

 ( 28,782,701
)

 Additional paid-in capital

 396,057,788

 367,649,123

 251,623,148

 339,634,779

 $
 295,712,888

 $
 366,982,638

 The accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 Consolidated Statements of Shareholders' Equity

 For the year ended December 31, 2023

 Number of Common Stock

 Additional
 Paid-in Capital

 Accumulated Deficit

 Total

 $
 741,013

 $
 16,766

 $

 $
 367,649,123

 $
 ( 28,782,701
)

 $
 339,634,779

 Issuance of Class A Common Stock in connection with Callin acquisition

 981,243

 -

 -

 -

 -

 14,664,682

 -

 14,664,831

 Issuance costs in connection with Callin acquisition

 -

 -

 -

 -

 -

 -

 ( 40,478
)

 -

 ( 40,478
)

 Holdback of Class A Common Stock for the repayment of domain name loan in connection with the acquisition of Locals Technology Inc.

 ( 26,731
)

 -

 -

 ( 3
)

 -

 -

 ( 391,232
)

 -

 ( 391,235
)

 Issuance of Class A Common Stock upon vesting of restricted stock units

 551,522

 -

 -

 -

 -

 -

 -

 Issuance of Class A Common Stock in exchange for Class C Common Stock

 2,308,593

 ( 2,308,593
)

 -

 ( 231
)

 -

 -

 -

 -

 Net share settlement on restricted stock units

 ( 355,690
)

 -

 -

 ( 35
)

 -

 -

 ( 2,107,536
)

 -

 ( 2,107,571
)

 Share-based compensation

 -

 -

 -

 -

 -

 -

 16,283,229

 -

 16,283,229

 Loss for the year

 -

 -

 -

 -

 -

 -

 -

 ( 116,420,462
)

 ( 116,420,462
)

 Balance December 31, 2023

 114,926,700

 165,353,621

 $
 741,410

 $
 16,535

 $

 $
 396,057,788

 $
 ( 145,203,163
)

 $
 251,623,148

 For the year ended December 31, 2022

 of Common Stock

 Legacy
 Rumble Class A

 Legacy
 Rumble Class B

 Class
 A

 Class
 B

 Class
 C

 Class
 D

 Legacy
 Rumble Class A

 Legacy
 Rumble Class B

 Class
 A

 Class B

 Additional

 Paid-in Capital

 Accumulated

 Deficit

 Total

 December 31, 2021

 8,119,690

 135,220

 -

 -

 -

 -

 $
 43,223,609

 $
 129,761

 $
 -

 $
 -

 $
 -

 $
 -

 $
 4,392,666

 $
 ( 17,378,707
)

 $
 30,367,329

 of Legacy Rumble Class A Common Stock in exchange for Legacy Rumble preference shares

 606,360

 -

 -

 -

 -

 -

 17,314,203

 -

 -

 -

 -

 -

 -

 -

 17,314,203

 of Class A and C Common Stock in exchange for Legacy Rumble Class A and B common shares

 ( 8,726,050
)

 ( 135,220
)

 48,970,404

 -

 168,762,214

 -

 ( 60,537,812
)

 ( 129,761
)

 4,897

 -

 16,876

 -

 60,645,800

 -

 -

 of Class A Common Stock in exchange for Legacy Rumble warrants

 -

 -

 14,153,048

 -

 -

 -

 -

 -

 731,281

 -

 -

 -

 ( 731,281
)

 -

 -

 Repurchase
 of Class C Common Stock in the Key Individual Subscription Agreement

 -

 -

 -

 -

 ( 1,100,000
)

 -

 -

 -

 -

 -

 ( 110
)

 -

 ( 10,999,890
)

 -

 ( 11,000,000
)

 of Class D Common Stock in the Key Individual Subscription Agreement

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 989,422

 -

 1,000,000

 of Class A and B Common Stock in connection with the Qualifying Transaction

 -

 -

 10,875,000

 7,500,000

 -

 -

 -

 -

 1,088

 -

 -

 105,089,512

 -

 105,091,350

 of Class A Common Stock in exchange for CFVI Class B common shares

 -

 -

 7,500,000

 ( 7,500,000
)

 -

 -

 -

 -

 ( 750
)

 -

 -

 -

 -

 -

 of Class A Common Stock in connection with public shares

 -

 -

 29,969,311

 -

 -

 -

 -

 -

 2,997

 -

 -

 -

 299,690,113

 -

 299,693,110

 costs in connection with the Qualifying Transaction

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 54,091,750
)

 -

 ( 54,091,750
)

 Excess
 fair value over net assets acquired – listing fee

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 2,265,284
)

 -

 ( 2,265,284
)

 Eliminate
 CFVI's historical accumulated deficit

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 37,003,588
)

 -

 ( 37,003,588
)

 Share-based
 compensation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Loss
 for the year

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 11,403,994
)

 ( 11,403,994
)

 December 31, 2022

 -

 -

 -

 $
 -

 $
 -

 $
 741,013

 $
 -

 $
 16,766

 $

 $
 367,649,123

 $
 ( 28,782,701
)

 $
 339,634,779

 The accompanying notes are an integral part of these consolidated financial statements.

 F- 6

 Consolidated Statements of Cash Flows

 For the year ended December 31,

 2023

 2022

 Cash flows provided by (used in)

 Operating activities

 Net loss for the period

 $
 ( 116,420,462
)

 $
 ( 11,403,994
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 4,850,812

 1,556,056

 Share-based compensation

 16,283,229

 Non-cash portion interest expense

 58,815

 36,621

 Amortization on right-of-use assets

 788,799

 528,220

 Change in fair value of warrants

 ( 2,365,895
)

 ( 21,010,500
)

 Change in fair value of contingent consideration

 ( 1,922,381
)

 -

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 674,981
)

 ( 2,935,399
)

 Prepaid expenses and other

 ( 4,990,778
)

 ( 9,500,432
)

 Accounts payable and accrued liabilities

 9,612,728

 7,996,298

 Deferred revenue

 5,963,272

 1,010,605

 Deferred taxes

 ( 3,323,744
)

 -

 Operating lease liabilities

 ( 770,727
)

 ( 496,835
)

 Net cash used in operating activities

 ( 92,911,313
)

 ( 32,285,957
)

 Investing activities

 Purchase of property and equipment

 ( 14,572,933
)

 ( 8,544,398
)

 Purchase of intangible assets

 ( 2,915,085
)

 ( 494,769
)

 Purchase of marketable securities

 ( 1,135,200
)

 ( 1,100,000
)

 Sale of marketable securities

 -

 Cash acquired in connection with Callin acquisition

 1,000,989

 -

 Acquisition of North River, net of cash acquired

 ( 7,249,085
)

 -

 Net cash used in investing activities

 ( 23,771,314
)

 ( 10,139,167
)

 Financing activities

 Taxes paid from net share settlement for share-based compensation

 ( 2,107,516
)

 -

 Proceeds from other liabilities

 -

 250,000

 Proceeds from Qualifying Transaction

 -

 399,807,596

 Repurchase of Class C Common Stock

 -

 ( 11,000,000
)

 Repayment of Sponsor loan in connection with Qualifying Transaction

 -

 ( 2,173,353
)

 Share issuance costs

 ( 40,478
)

 ( 54,091,750
)

 Net cash (used in) provided by financing activities

 ( 2,147,994
)

 332,792,493

 Effect of exchange rate changes on cash and cash equivalents

 -

 ( 45,465
)

 (Decrease) increase in cash and cash equivalents
 during the period

 ( 118,830,621
)

 290,321,904

 Cash and cash equivalents,
 beginning of period

 337,169,279

 46,847,375

 Cash and cash equivalents,
 end of period

 $
 218,338,658

 $
 337,169,279

 Supplemental cash flow information:

 Cash paid for income taxes

 $
 31,974

 $
 5,180

 Cash paid for interest

 4,212

 Cash paid for lease liabilities

 770,727

 841,756

 Non-cash investing and financing activities:

 Property and equipment in accounts payable and accrued liabilities

 123,946

 621,045

 Settlement of loan receivable in exchange for Class A Common Stock

 391,235

 -

 Non-cash consideration related to the acquisition of Callin (Note 3)

 18,226,572

 -

 Recognition of operating right-of-use assets in exchange for operating lease liabilities

 1,906,248

 228,886

 The accompanying notes are an integral part of these consolidated financial statements.

 F- 7

 1.
 Overview and Basis of Presentation

 Nature of Operations

 On December 1, 2021, Rumble Inc.,
a corporation formed under the laws of the Province of Ontario, Canada ("Legacy Rumble") and CF Acquisition VI, a Delaware
corporation ("CFVI") entered into a business agreement (the "Business Combination Agreement"). On September 16,
2022, pursuant to the terms of the Business Combination Agreement, Legacy Rumble and CFVI announced the completion of a transaction whereby
CFVI was renamed Rumble Inc. and Legacy Rumble was renamed Rumble Canada Inc. (the "Qualifying Transaction"). Refer to Note
12 Qualifying Transaction for further detail.

 Rumble Inc. ("Rumble"
or "the Company") is a high growth, video sharing platform and cloud services provider designed to help content creators manage,
distribute, and monetize their content by connecting them with brands, publishers, and directly to their subscribers and followers. The
Company's registered office is located at 444 Gulf of Mexico Drive, Longboat Key, Florida, 34228. The Company's shares of
Class A common stock and warrants are traded on The Nasdaq Global Market ("Nasdaq") under the symbol "RUM" and
"RUMBW", respectively.

 Basis of Presentation

 The accompanying consolidated financial
statements (the "financial statements") are prepared in accordance with generally accepted accounting principles in the United
States of America ("U.S. GAAP") and include the results of the Company and its wholly-owned subsidiaries. Any reference in
these notes to applicable guidance is meant to refer to the authoritative guidance found in the Accounting Standards Codification ("ASC")
and Accounting Standards Update ("ASU"). All intercompany balances and transactions have been eliminated upon consolidation.
These financial statements are presented in U.S. dollars, which is the functional currency of the Company.

 Basis of Consolidation

 These consolidated financial statements
include the accounts of the Company and all subsidiaries. Subsidiaries are entities in which the Company has a controlling voting interest
or is the primary beneficiary of a variable interest entity. Subsidiaries are fully consolidated from the date control is transferred
to the Company and are de-consolidated from the date control ceases. The consolidated financial statements include all the assets, liabilities,
revenues, expenses and cash flows of the Company and its subsidiaries after eliminating intercompany balances and transactions.

 Use of Estimates

 The preparation of these financial
statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported
amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the financial statements,
as well as the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates the estimates
used, which include but are not limited to the: allowance for credit losses; valuation of share-based compensation awards; estimates in
the determination of the fair value of assets acquired and liabilities assumed in connection with acquisitions; fair value of financial
instruments including warrant liability and contingent consideration; discount rate in determining lease liabilities; valuation of long-lived
assets and their associated useful lives, valuation of goodwill; and the realization of tax assets, estimates of tax liabilities, and
valuation of deferred taxes. These estimates, judgments, and assumptions are reviewed periodically and the impact of any revisions are
reflected in the financial statements in the period in which such revisions are made. Actual results could differ materially from those
estimates, judgments, or assumptions, and such differences could be material to the Company's consolidated financial position and
results of operations.

 F- 8

 2.
 Summary of Significant Accounting Policies

 Foreign Currency

 The functional currencies of the Company
and its foreign subsidiaries are the U.S. dollar. Transactions denominated in currencies other than the U.S. dollar are remeasured using
end-of-period exchange rates or exchange rates prevailing at the date of the transaction, and the resulting gains or losses are recognized
as a component of other income (expense).

 Fair Value Measurements

 The fair value of a financial instrument
is the amount at which the instrument could be exchanged in an orderly transaction between market participants. Fair value measurement
is based on a hierarchy of observable or unobservable inputs. The standard describes three levels of inputs that may be used to measure
fair value.

 Level 1 -

 Inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date;

 Level 2 -

 Inputs to the valuation methodology other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and the fair value can be determined through the use of models or other valuation methodologies; and

 Level 3 -

 Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity of the asset and liability and the reporting entity makes estimates and assumptions relating to the pricing of the asset or liability, including assumptions regarding risk. This includes certain cash flow pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

 In instances where the determination
of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy
within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement
in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety
requires judgment and considers factors specific to the asset or liability.

 The Company may measure eligible assets
and liabilities at fair value, with changes in value recognized in profit and loss. Fair value treatment may be elected either upon initial
recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting.

 The Company evaluates the estimated
fair value of financial instruments using available market information and management's estimates. The use of different market assumptions
and/or estimation methodologies could have a significant impact on the estimated fair value amounts. Our financial instruments include
cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued liabilities, lease liabilities, warrant
liability, contingent consideration, and other liabilities, approximate fair value.

 Concentration Risk

 A meaningful portion of the Company's
revenue (and a substantial portion of the Company's net cash from operations that it can freely access) is attributable to service
agreements with a several customers. See Note 18 for further details.

 F- 9

 2.

 Revenue Recognition

 The Company derives revenues primarily
from:

 Advertising fees; and

 Other services and cloud

 Revenues are recognized when the control
of promised services is transferred to a customer, in an amount that reflects the consideration the Company expects to be entitled to
in exchange for those services. Sales tax and other similar taxes are excluded from revenues.

 In order to recognize revenue, the Company
applies the following five (5) steps:

 1.
 Identify the contract with a customer

 2.
 Identify the performance obligation(s)

 3.
 Determine the transaction price

 4.
 Allocate the transaction price to the performance obligation(s)

 5.
 Recognize revenue when/as performance obligation(s) are satisfied

 Advertising fees

 The Company generates advertising fees
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. Customers pay for advertisements either directly or through
their 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. For cost-per-message-read advertising, customers pay to have their products or services promoted
by a content creator.

 The Company recognizes revenue from
video and display advertisements when a user engages with the advertisement, such as an impression, click, or purchase. For cost-per-message-read
advertising, advertising revenue is recognized when the performance obligation is fulfilled, usually when the message is read or when
a user makes a purchase. In general, advertising fees are reported on a gross basis, since the Company controls the advertising inventory
before it is transferred to the customer. Control is evidenced by the Company's sole ability to monetize the advertising inventory
before it is transferred to the customer.

 Other services and cloud

 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.

 Subscription services are recognized
over time for the duration of the contract.

 F- 10

 2.

 Revenue Recognition (Continued)

 Under bulk license agreements, the
Company's obligations include hosting the content libraries for access and searching by the customer, updating the libraries with
new content provided by the content owner, and making videos selected by the customer available for download, throughout the term of the
contract. These services are billed based on the access to the content regardless of the number of videos downloaded. All of these services
are highly interdependent as the customer's ability to derive its intended benefit from the contract depends on the entity transferring
both the access to the content library over time and making the videos available as and when required by the customer for download. These
services therefore constitute a single performance obligation comprised of a series of distinct services transferred to the customer in
a similar manner throughout the contract term. The predominant item in the single performance obligation is a license providing a right
to access the content library throughout the license period. For these arrangements, the Company recognizes the total fixed fees under
the contract as revenue ratably over the term of the contract as the performance obligation is satisfied, as this best depicts the pattern
of control transfer.

 For license agreements related to the
Rumble Player, the Company's obligations include providing access to the current version the Rumble Player throughout the term of
the contract. As part of this arrangement, the customer is required to use the most current version of the player and therefore, the utility
of the player to the customer is significantly affected by Rumble's ongoing activities to maintain and support the player. Revenue
is therefore recognized ratably over the term of the contract.

 The Company generates revenue through
the licensing of content to third-party platforms. The consideration received is variable in nature as it is dependent on the level of
traffic and number of impressions generated on the third-party platforms. For these arrangements, revenue is recognized when the performance
obligation is satisfied over the period the license is provided to the third-party provider. The usage-based royalty exemption has been
taken by the Company for these arrangements.

 Fees from tipping features are recognized
at a point in time when a user tips on the platform.

 Revenues related to platform hosting
are recognized over time as the Company provides access to the platform and varies based on the subscription fees generated by the content
creator. The Company allocates variable fees earned from these arrangements to those distinct performance obligations where pricing practices
are consistent with the allocation objective.

 Cloud services are generally provided
on either a consumption or subscription basis. Revenues related to cloud services provided on a consumption basis are recognized when
the customer utilizes the services, based on the quantity of services consumed at the amount which we have the right to invoice for services
performed. Revenues related to cloud services provided on a subscription basis are recognized ratably over the contract term as the customer
receives and consumes the benefits of the cloud services.

 Costs to Obtain a Contract

 The Company recognizes an asset for the incremental costs of obtaining
a contract with a customer if it expects the benefit of these costs to be longer than one year. As of December 31, 2023, the Company had
capitalized $ 4,172,570 related to content costs which are included within prepaid expenses and other on the consolidated balance sheets
(2022 - $ 507,392). Amortization of contract acquisition costs was $ 6,994,890 for year ended December 31, 2023 and was included within
cost of services (content, hosting and other) on the consolidated statements of operations (2022 - $ 225,415). There were no asset impairment
charges for contract acquisition costs for the periods noted above.

 F- 11

 2.

 Revenue Recognition (Continued)

 Principal vs Agent

 In our arrangements, we evaluate whether
we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis).

 The Company controls the advertising
inventory before it is transferred to the customer and therefore is the principal in the transaction. Control is evidenced by the Company's
ability to monetize the advertising inventory before it is transferred to the customer.

 The Company is also acting as the principal
in licensing, cloud, and subscription transactions, as it has control over both the content that is monetized as well as the platform
over which the content is displayed. Further, the Company manages the monetization of content and is the only party to the contract with
its customers.

 As it relates to revenues earned from
platform hosting, we present revenue on a net basis as the Company is acting as the agent providing a platform for content creators to
post content and interact with end users.

 Practical Expedients and
Exemptions

 The Company does not disclose the transaction price allocated to unsatisfied
performance obligations for contracts with an original expected length of one year or less and for contracts for which revenue is recognized
at the amount to which the Company has the right to invoice for services performed.

 Costs of Services (Exclusive of
Amortization and Depreciation)

 Costs of services primarily consist
of costs related to obtaining, supporting and hosting the Company's product offerings. These costs primarily include:

 Programming
and content costs related to payments to content providers from whom videos and other content are licensed. These costs are typically
paid to these providers based on revenues generated. In certain circumstances we incur additional costs related to incentivizing top
content creators to promote and join our platform.

 Other
costs of services include third-party service provider costs such as data center and networking, staffing costs directly related to professional
services fees, and costs paid to publishers.

 Deferred Revenue

 The Company records amounts that have been invoiced to its clients
in either deferred revenue or revenue depending on whether the revenue recognition criteria described above have been met. Deferred revenue
includes payments received in advance of performance under the contract.

 Advertising Expenses

 Advertising costs are expensed as incurred
and are included in sales and marketing expense on the consolidated statements of operations. During the year ended December 31, 2023,
the Company incurred advertising expenses of $ 4,550,742 (2022 – $ 1,666,912).

 F- 12

 2.

 Internal Use Software and Website
Development Costs

 The Company capitalizes certain costs
incurred in developing software programs or websites to be used solely to meet internal needs and cloud-based applications used to deliver
our services. The Company capitalizes these costs once the preliminary project stage is complete, and it is probable that the project
will be completed and the software will be used to perform the intended function. Capitalized internal use software costs are included
in intangible assets, net on the consolidated balance sheets. The estimated useful life of costs capitalized is evaluated for each specific
project and is up to five years. Amortization of internal software development costs is included in amortization and depreciation expenses
in the consolidated statement of operations.

 Costs related to the preliminary project
stage, post-implementation, training and maintenance are expensed as incurred.

 Income Taxes

 The Company recognizes deferred tax
liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns.
Under this method, deferred tax assets and liabilities are determined on the basis of the difference between the tax bases of assets and
liabilities and their respective financial reporting amounts ("temporary differences") at enacted tax rates in effect for
the years in which the temporary differences are expected to reverse. A valuation allowance is established for deferred tax assets for
which realization is uncertain.

 Uncertain tax positions are accounted
for using a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial statements
all material uncertain tax positions that the company has taken or expects to take on a tax return. This applies to income taxes and is
not intended to be applied by analogy to other taxes, such as sales taxes, value-add taxes, or property taxes. The Company reviews its
nexus in various tax jurisdictions and the Company's tax positions related to all open tax years for events that could change the
status of its tax liability, if any, or require an additional liability to be recorded. Such events may be the resolution of issues raised
by a taxing authority, expiration of the statute of limitations for a prior open tax year or new transactions for which a tax position
may be deemed to be uncertain. Those positions, for which management's assessment is that there is more than a 50 percent probability
of sustaining the position upon challenge by a taxing authority based upon its technical merits, are subjected to the measurement criteria.

 The Company records the largest amount
of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full
knowledge of all relevant information. Any liabilities for which the Company expects to make cash payments within the next twelve months
are classified as "short term".

 F- 13

 2.

 Share-Based Compensation

 The Company issues equity awards such
as stock options and restricted stock units to certain of its employees, advisory board members, directors, officers and consultants.
For awards with a market condition, the market condition is taken into consideration in the fair value-based measure, whereas service
and performance conditions are taken into consideration in determining the share-based compensation expense.

 For equity awards granted to employees
that have only a service condition, the Company recognizes the share-based compensation expense on a straight-line basis over the requisite
service period. The vesting period for the equity awards granted is determined by the board of directors of the company and the typical
vesting period for equity awards with service conditions is three to four years. The requisite service period for Rumble's equity
awards subject only to service conditions is coterminous with the vesting period specific to those equity awards.

 For equity awards with either a market
condition or a performance condition, the Company determines the fair value of each tranche of the award, and then recognizes the share-based
compensation expense associated with each tranche of the award over the requisite service period for that tranche. For equity awards with
a performance condition, the Company assesses the likelihood of the performance condition underlying an award being met and recognizes
a share-based compensation expense associated with that award only if it is probable that the performance condition will be met.

 Forfeitures are accounted for when they
occur.

 Loss per Share

 The Company calculates basic and diluted
net loss per common share by dividing the net loss by the number of weighted average common shares outstanding during the period. The
Company has excluded other potentially dilutive shares, which include warrants to purchase common shares and outstanding stock options,
from the number of common shares outstanding as their inclusion in the computation for all periods would be anti-dilutive due to net losses
incurred.

 Cash, Cash Equivalents, and Marketable
Securities

 Cash and cash equivalents primarily
consist of cash on deposit with banks and amounts held in treasury bills and money market funds. Cash equivalents are carried at amortized
cost, which approximates their fair market value.

 The Company considers all marketable
securities with original maturities of three months or less from the date of purchase to be cash equivalents and those with original maturities
of greater than three months as marketable securities on our consolidated balance sheets. Management determines the appropriate classification
of investments at the time of purchase.

 Marketable securities are being accounted
for as held-to-maturity investments and are carried at amortized cost with any gains and losses being recognized in interest income on
the consolidated statements of operations. As of December 31, 2023 and 2022, the marketable securities have maturity dates of twelve months
or less and their amortized cost approximates fair value.

 F- 14

 2.

 Accounts Receivable
and Allowance for Current Expected Credit Losses

 Accounts receivable includes current outstanding invoices billed to
customers due under customary trade terms. The term between invoicing and when payment is due is not significant. The accounts receivable
balance as of December 31, 2021 was $ 1,344,654.

 The Company maintains an allowance for
current expected credit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes are classified
in general and administrative expense in the consolidated statements of operations. Collectability is assessed by reviewing accounts receivable
on a collective basis where similar characteristics exist and on an individual basis when specific customers are identified with known
disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability
based on past due status, customer-specific information, market conditions, and reasonable and supportable forecasts of future economic
conditions to inform adjustments to historical loss data.

 Volatility in market conditions and
evolving credit trends are difficult to predict and may cause variability and volatility that may have a material impact on the allowance
for credit losses in future periods. The allowance for credit losses at December 31, 2023 was $ nil (2022 - $ nil).

 Property and
Equipment

 Property and equipment are stated at
cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets,
which is generally as follows:

 Useful Lives

 Computer hardware

 3 - 5 years

 Furniture and fixtures

 3 - 5 years

 Leasehold improvements

 Lesser of useful life or term of lease

 Expenditures for maintenance and repairs
are expensed as incurred.

 Right-of-Use Assets and Lease Liabilities

 Right-of-use assets represent the right
to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the
lease.

 Most of our leases contain lease and
non-lease components. Non-lease components include fixed payments for maintenance, utilities, and real estate taxes. The Company combines
fixed lease and non-lease components and account for them as a single lease component. Our lease agreements may contain variable costs
such as contingent rent escalations, common area maintenance, insurance, real estate taxes, or other costs. Such variable lease costs
are expensed as incurred on the consolidated statement of operations.

 Right-of-use assets and lease liabilities
are recognized on the consolidated balance sheets at the commencement date based on the present value of lease payments over the lease
term.

 Our lease terms may include options
to extend or terminate the lease when it is reasonably certain that we will exercise such options. When determining the probability of
exercising such options, we consider contract-based, asset-based, and market-based factors. We do not assume renewals in our determination
of the lease term unless the renewals are deemed to be reasonably assured.

 F- 15

 2.

 Right-of-Use Assets and Lease Liabilities
(Continued)

 As most of our leases do not provide
an implicit rate, the incremental borrowing rate is used based on the information available at the commencement date in determining the
present value of lease payments. The Company determines the incremental borrowing rate as the interest rate the Company would pay to borrow
over a similar term the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.

 Operating lease costs are recognized
on a straight-line basis over the lease terms.

 The Company has elected the practical
expedient to not recognize right-of-use assets and lease liabilities for short-term leases, which are those leases with a term of twelve
months or less at the commencement date.

 Intangible Assets

 Intangible assets with finite lives
consist of intellectual property, internal-use software, technology, brand, and domain names. Intangible assets acquired through business
combination are recorded at their respective estimated fair values upon acquisition close. Other intangible assets acquired through asset
acquisition are measured following a cost accumulation and allocation model under which the cost of the acquisition is allocated on a
relative fair value basis to the net assets acquired.

 Intangible assets are amortized on a
straight-line basis over their estimated useful lives, ranging from two to fifteen years.

 Impairment of Long-Lived Assets and
Finite Lived Intangible Assets

 The Company reviews long-lived assets
and finite lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which
identifiable independent cash flows are available ("Asset Group"). When indicators of potential impairment are present, the
Company prepares a projected undiscounted cash flow analysis for the respective asset or asset group. If the sum of the undiscounted cash
flow is less than the carrying value of the asset or Asset Group, an impairment loss is recognized equal to the excess of the carrying
value over the fair value, if any. The Company did not identify any indicators of impairment during the periods presented.

 Goodwill

 Goodwill represents the excess of the
purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying
amount of goodwill is reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying
value may not be recoverable. For its annual goodwill impairment test in all periods to date, the Company has determined it has one reporting
unit and the fair value of its reporting unit has been determined by the Company's enterprise value. The Company performs its annual
goodwill impairment test during the fourth fiscal quarter.

 For its annual impairment test performed
on October 1, 2023, the Company completed an assessment and determined that there was no impairment of goodwill.

 F- 16

 2.

 Warrant Liability

 The Company accounts for warrants by
first assessing whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed
to the Company's own shares of common stock and whether the warrant holders count potentially require "net cash settlement"
in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of issuance of the warrants and as of each subsequent quarterly period end
date while the warrants are outstanding. For issued or modified warrants that do not meet all the criteria for equity classification,
such warrants are required to be as a liability initially at their fair value on the date of issuance, and subsequently remeasured to
fair value on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified warrants are recognized
on the consolidated statements of operations in the period of change.

 The Company accounts for all its warrants
as a liability as the warrants do not meet the criteria for equity classification.

 Business Combinations

 The Company evaluates whether acquired
net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether
substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable
assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement 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.

 The Company accounts for business combinations
using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred
including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired
and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with
the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred.

 Any contingent consideration is measured
at fair value at the acquisition date. Contingent consideration that does not meet all the criteria for equity classification is initially
recorded at its fair value at the acquisition date, and subsequently remeasured to fair value on each balance sheet date thereafter. Changes
in the estimated fair value of liability-classified contingent consideration are recognized in the consolidated statements of operations
in the period of change.

 When the
initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs,
the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year
from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about
facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

 F- 17

 2.

 Asset Acquisitions

 The Company accounts for asset acquisitions
by allocating the consideration to the acquired assets and liabilities on a relative fair value basis. Working capital items are recognized
at their stated amounts.

 The Company has elected an accounting
policy to recognize any contingent consideration obligation in an asset acquisition when the contingency is resolved, and the consideration
becomes payable. The contingent consideration will be included in the cost allocated to the acquired assets if and when the contingency
is resolved.

 New Standards or
Amendments Adopted

 The Company adopted the following new
standards or amendments effective January 1, 2023:

Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
This guidance was subsequently amended by ASU 2018-19, Codification Improvements, ASU 2019-04, Codification Improvements, ASU 2019-05,
Targeted Transition Relief, ASU 2019-10, Effective Dates, ASU 2019-11, Codification Improvements and 2020-03, Codification Improvements.
The new guidance requires organizations to measure all expected credit losses for financial instruments held at the reporting date based
on historical experience, current conditions, and reasonable and supportable forecasts.

 There was no impact
on the financial statements as a result of the adoption of the above standards.

 New Standards or Amendments
Not Yet Effective

 The following amendments to existing
standards have been issued up to and including the date of issuance of these financial statements, however are not yet effective for the
Company:

 Effective for years beginning after
December 15, 2023:

Standards Update 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale
Restrictions (Effective for periods beginning after December 31, 2023). The amendments clarify those principles when measuring the
fair value of an equity security subject to a contractual sale restriction and improve current GAAP by reducing diversity in practice,
reducing the cost and complexity in measuring fair value, and increasing comparability of financial information across reporting entities
that hold those investments.

Standards Update 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts
in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity
(applicable to convertible instruments (Effective for periods beginning after December 31, 2023). The update is expected to reduce
complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an
entity's own equity.

 F- 18

 2.

 New Standards or Amendments
Not Yet Effective (Continued)

Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The purpose of this ASU
is to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment
measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other
disclosure requirements.

 The Company is in the process of assessing
the impact of the new accounting standards on its consolidated financial statements.

 Effective for years beginning after
December 15, 2024:

Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require
that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional
information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater
than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).

 The Company is still
evaluating the impact of implementing the above improvements to its consolidated financial statements.

 Prior Period Reclassifications

 Certain amounts in expenses and other
income (expenses) in prior periods have been reclassified to conform with current period presentation. The reclassification has no impact
on net loss, loss per share or total shareholders' equity.

 F- 19

 3.
 Acquisitions

 Acquisition of Callin Corp.

 On May 15, 2023 (the "Acquisition
Date"), the Company acquired 100 % of the outstanding equity of Callin Corp. ("Callin"), a podcasting and live streaming
platform. Callin creates a seamless experience for its users to create, discover, and consume live and recorded content. The Company has
determined that Callin meets the definition of a business and has accounted for the acquisition as a business combination. The fair value
of the assets acquired and the liabilities assumed by the Company in connection with the acquisition is as follows:

 Total consideration

 $
 18,226,572

 Net assets acquired:

 Cash

 $
 1,000,989

 Accounts receivable

 10,939

 Prepaid expenses

 200,651

 Property and equipment

 37,841

 Software and technology

 9,352,000

 Accounts payable, accruals, and other liabilities

 ( 1,137,814
)

 Deferred tax liability

 ( 1,230,526
)

 Total net assets acquired

 $
 8,234,080

 Goodwill

 $
 9,992,492

 The fair value of the consideration
consists of the following:

 Fair Value

 Shares issued

 $
 6,055,409

 Shares to be issued

 3,747,209

 Replacement awards

 15,578

 Contingent consideration (liability) – retention payments

 3,491,741

 Contingent consideration (equity) – milestone 1

 2,490,152

 Contingent consideration (equity) – milestone 2

 2,356,483

 Contingent consideration payable

 70,000

 Total consideration

 $
 18,226,572

 F- 20

 3.
 Acquisitions (Continued)

 Acquisition of Callin Corp. (Continued)

 Under the terms of the acquisition agreement, the Company is required
to issue upfront share consideration of 981,243 shares of Class A Common Stock to the preferred shareholders and SAFE note holders of
Callin, of which 963,337 shares had been issued as of December 31, 2023. The fair value of the Company's Class A Common Stock on
the acquisition date was $ 9.99 per share. In addition, the Company issued rights to four payments each consisting of 375,000 contingently
issuable shares of Class A Common Stock to the common shareholders, series FF preferred shareholders, option holders and continuing employees
of Callin contingent on the following conditions being met:

 Retention
payment 1: Services are provided by a selling shareholder for 12 months;

 Retention
payment 2: Services are provided by a selling shareholder for 24 months;

 Milestone
payment 1: Within 12 months, certain feature development and technical performance criteria are achieved, and the acquired technology
is integrated into the Company's existing software and

 Milestone
payment 2: Within 24 months, certain feature development and technical performance criteria are achieved.

 In assessing what is part of the business
combination, the Company has determined that because the two retention payments are contingent on a selling shareholder providing services
post-combination, the portion of those tranches earned by the party providing services should be reflected in the Company's financial
statements as post-combination expense. In addition, where future services are required by employees in order to earn rights to the contingent
consideration, such rights are being accounted for either entirely as post-combination expense or as replacement awards where the rights
replace unvested options or restricted series FF preferred shares that were originally granted by Callin. For the remainder, the four
tranches of contingently issuable shares have been accounted for as contingent consideration.

 The following table shows the breakdown
of the contingently issuable shares:

 Number of Shares

 Contingent consideration

 903,689

 Share-based compensation (Note 13)

 596,311

 Total contingently issuable shares

 1,500,000

 The fair value of the contingent consideration
has been estimated as follows:

 Retention payments 1 and 2

 The Company has determined that retention
payments 1 and 2 are one unit of account requiring the Company to issue a variable number of shares that is not indexed to the Company's
stock. As a result, the consideration that is contingent on one of the selling shareholder's providing services has been classified
as a liability. The contingent consideration is classified Level 3 in the fair value hierarchy. The key inputs into the fair value determination
are the probability of achieving the milestones, which impacts the expected number of shares to be issued, and the share price on the
acquisition date. At the acquisition date, management estimated the number of shares to be issued is 349,523. The Company has recognized
a change in fair value of this contingent consideration of $ 1,922,381 due to the change in the Company's stock price and the probability
of each contingency being met during the period between the acquisition date and the period end.

 Milestone payments 1 and 2

 The Company has determined that milestone
payments 1 and 2 are separate units of account because a fixed number of shares will be issued if each contingency is met, and meeting
one contingency is not dependent on the other. The key inputs into the fair value determination are the probability of each contingency
being met, and the share price on the acquisition date. As of December 31, 2023, milestone payment 1 was met resulting in the issuance
of 375,000 Class A Common Stock.

 F- 21

 3.
 Acquisitions (Continued)

 Acquisition of Callin Corp. (Continued)

 During the year ended December 31,
2023, the Company adjusted certain provisional amounts recognized at the acquisition date related to the finalization of the valuation
report and the income tax provision in the fourth quarter of 2023. An adjustment was made to increase upfront share consideration by $ 143,716
as well as an increase to intangible assets and deferred tax liability of $ 1,594,000 and $ 398,654, respectively. The corresponding adjustment
was reflected in goodwill.

 The acquired goodwill relates to Callin's
workforce and synergies that are expected to be realized upon the integration of Callin's technology with the Rumble platform. Such
synergies will include the ability to leverage the creator relationships that Rumble has secured to date and will allow for a greater
ability to establish brand recognition and monetization of the Callin platform in the future. The goodwill is not expected to be deductible
for tax purposes.

 Acquisition-related transaction costs
incurred by the Company for the year ended December 31, 2023 were $ 835,035.

 The acquired business contributed revenues of $ nil and net loss of
$ 1,269,185 post acquisition for the period ended December 31, 2023.

 Acquisition of North River Project
Inc.

 On October 3, 2023, the Company acquired 100 % of the outstanding equity
of North River Project Inc. ("North River"), for $ 10,000,000 Canadian Dollars ($ 7,293,000 US Dollars) in cash upfront and
future contingent cash payments of up to $ 10,000,000 Canadian Dollars. The Company has determined that North River does not meet the definition
of a business and has accounted for the acquisition as an asset acquisition. The contingent consideration contains two payments each consisting
of $ 5,000,000 Canadian Dollars upon the completion of feature development and integration of the acquired technology into the Company's
existing software within a 5-year period. The Company has elected to account for the contingent consideration at the point in time in
which the payments have been met. As of December 31, 2023, none of the milestones have been achieved. The Company acquired North River
for the purpose of acquiring certain developed software, developed technology, and an assembled workforce.

 The Company allocated the consideration
as follows:

 Fair Value

 Software and technology

 $
 9,000,740

 Assembled workforce

 366,188

 Net working capital

 ( 14,808
)

 Deferred tax liability

 ( 2,059,120
)

 Total consideration

 $
 7,293,000

 The acquired software and technology
was assigned a useful life of 5 years and the assembled workforce was assigned a useful life of 2 years. The assets are recorded in intangible
assets, net on the Company's consolidated balance sheets.

 F- 22

 4.
 Revenue from Contracts with Customers

 The following table presents revenues
disaggregated by type:

 For the year ended

 December 31,

 2023

 2022

 Advertising

 $
 60,026,091

 $
 31,139,398

 Other services and cloud

 20,937,360

 8,244,886

 Total revenues

 $
 80,963,451

 $
 39,384,284

 The Company recognizes revenue either at a point in time, or over time,
depending upon the characteristics of the contract. During the year ended December 31, 2023, revenue recognized at a point in time compared
to over time was $ 21,741,274 and $ 59,222,177, respectively. During the year ended December 31, 2022, revenue recognized at a point in
time compared to over time was $ 15,391,170 and $ 23,993,114, respectively.

 Deferred Revenue

 Deferred revenue recorded at December
31, 2023 is expected to be fully recognized by December 31, 2024. The deferred revenue balance as of December 31, 2023 was $ 7,003,891.
The deferred revenue balance as of December 31, 2022 was $ 1,040,619, of which $ 881,596 was recognized as revenues for the year ended December
31, 2023. The deferred revenue balance as of December 31, 2021 was $ 30,014, of which $ 30,014 was recognized as revenues for the year ended
December 31, 2022.

 5.
 Cash, Cash Equivalents, and Marketable Securities

 Cash and cash equivalents as of December
31, 2023 and 2022 consist of the following:

 2023

 2022

 Contracted

 Maturity

 Cash

 Demand

 $
 11,632,839

 $
 3,519,674

 Treasury bills and money market funds

 Demand

 206,705,819

 333,649,605

 $
 218,338,658

 $
 337,169,279

 Marketable securities consist of term
deposits of $ 1,135,200 as at December 31, 2023 (2022 – $ 1,100,000). The Company did not have any long-term investments as at December
31, 2023 or 2022.

 As of December 31, 2023, the Company
entered into a guarantee/ standby letter of credit in the amount of $ 1,362,500 which will be used towards the issuance of credit for running
the day-to-day business operations (2022 – $ 1,257,500).

 F- 23

 6.
 Property and Equipment

 2023

 2022

 Computer hardware

 $
 21,969,345

 $
 8,866,157

 Furniture and fixtures

 121,077

 100,921

 Leasehold improvements

 1,911,901

 921,570

 24,002,323

 9,888,648

 Accumulated depreciation

 ( 4,312,336
)

 ( 1,044,416
)

 Net carrying value

 $
 19,689,987

 $
 8,844,232

 Depreciation expense on property and
equipment for the year ended December 31, 2023 was $ 3,267,920 (2022 – $ 987,014).

 7.
 Right-of-Use Assets and Lease Liabilities

 The Company leases several facilities
and data centers under non-cancelable operating leases. These leases have original lease periods expiring between 2023 and 2027. The lease
agreements generally do not contain any material residual value guarantees or material restrictive covenants.

 2023

 2022

 Accumulated

 Accumulated

 Cost

 Amortization

 Cost

 Amortization

 Right-of-use assets

 $
 3,833,184

 $
 1,359,281

 $
 1,926,936

 $
 570,482

 Net book value

 $
 2,473,903

 $
 1,356,454

 Operating lease costs for the year
ended December 31, 2023 were $ 848,849 (2022 – $ 564,842) and are included in general and administration expenses in the consolidated
statements of operations.

 As of December 31, 2023, the weighted-average
remaining lease term and weighted-average incremental borrowing rate for the operating leases were 2.65 years and 7.52 %, respectively
(2022 – 3.26 years and 2.35 %).

 The following shows the future minimum lease payments for the remaining
years under the lease arrangement as of December 31, 2023.

 2024

 $
 1,095,344

 2025

 984,848

 2026

 695,056

 2027

 43,719

 2,818,967

 Less: imputed interest*

 212,386

 2,606,581

 Current portion

 $
 975,844

 Long-term portion

 $
 1,630,737

 *
 Imputed interest represents
the difference between undiscounted cash flows and cash flows

 F- 24

 8.
 Intangible Assets

 2023

 Weighted- Average Remaining Useful Lives
 (in years)

 Gross Carrying Amount

 Accumulated Amortization

 Net
 Carrying
 Amount

 Intellectual property

 4.74

 $
 461,663

 $
 101,023

 $
 360,640

 Domain name

 12.42

 500,448

 86,019

 414,429

 Brand

 7.83

 1,284,000

 280,369

 1,003,631

 Software and technology

 4.68

 20,894,389

 1,618,906

 19,275,483

 Internal software development

 4.18

 2,004,684

 116,854

 1,887,830

 Assembled workforce

 1.75

 366,188

 45,773

 320,415

 $
 25,511,372

 $
 2,248,944

 $
 23,262,428

 2022

 Gross
Carrying Amount

 Accumulated Amortization

 Net
Carrying
Amount

 Intellectual property

 $
 123,143

 $
 71,019

 $
 52,124

 Domain name

 500,448

 52,656

 447,792

 Brand

 1,284,000

 151,969

 1,132,031

 Software and technology

 1,969,769

 390,411

 1,579,358

 $
 3,877,360

 $
 666,055

 $
 3,211,305

 Amortization expense related to intangible
assets for the year ended December 31, 2023 was $ 1,582,889 (2022 – $ 569,042).

 For intangible assets held as of December
31, 2023, future amortization expense is as follows:

 2024

 $
 5,127,906

 2025

 5,019,093

 2026

 4,717,638

 2027

 4,366,324

 2028

 3,422,223

 Thereafter

 609,244

 $
 23,262,428

 F- 25

 9.
 Goodwill

 Goodwill represents the excess of the
purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. The
following table summarizes the changes in the carrying amount of goodwill:

 Balance, December 31, 2022

 $
 662,899

 Acquisitions

 9,992,492

 Balance, December 31, 2023

 $
 10,655,391

 There was no impairment of goodwill for the years ended
December 31, 2023 and 2022.

 10.
 Income Taxes

 The Company is subject to income tax
in the U.S. and Canada through its wholly owned subsidiary, Rumble Canada Inc. Rumble Inc.'s federal statutory tax rate is 21 % (2022
– 21 %)

 The difference between the tax calculated
on income before income tax according to the statutory tax rate and the amount of the income tax included in the income tax expense is
reconciled as follows:

 2023

 2022

 Loss before income taxes

 $
 ( 119,712,165
)

 $
 ( 11,619,422
)

 Statutory income tax rate

 %

 %

 Income tax recovery at statutory income tax rate

 ( 25,139,555
)

 ( 2,440,079
)

 Non-deductible expenses

 420,174

 245,566

 Change in the fair value of warrant liability

 ( 943,421
)

 ( 4,412,205
)

 Difference in jurisdictional tax rates

 ( 4,891,708
)

 ( 1,549,371
)

 Tax restructuring

 -

 693,725

 Other

 194,426

 ( 165,724
)

 Change in valuation allowance

 27,068,381

 7,412,660

 $
 ( 3,291,703
)

 $
 ( 215,428
)

 The Company recorded an income tax
benefit of $ 3,291,703 for the year ended December 31, 2023, which is primarily a result of a deferred tax liability created through the
acquisitions of Callin and North River and can be used to realize certain deferred tax assets against which we had previously recorded
a full valuation allowance.

 F- 26

 10.
 Income Taxes (Continued)

 Deferred Tax Assets (Liabilities)

 2023

 2022

 Deferred income tax assets:

 Loss carryforwards

 $
 45,792,765

 $
 17,125,566

 Tangible assets

 -

 271,227

 Share-based compensation

 3,627,277

 398,881

 R&D and other cost pool carryforwards

 2,229,569

 -

 Other

 129,636

 161,452

 Gross deferred income tax assets

 51,779,247

 17,957,126

 Valuation allowance

 ( 45,273,417
)

 ( 16,650,521
)

 Total deferred income tax assets, net of valuation allowance

 6,505,830

 1,306,605

 Deferred income tax liabilities:

 Tangible assets

 ( 3,208,381
)

 -

 Intangible assets

 ( 3,297,449
)

 ( 1,306,605
)

 Total deferred income tax liabilities

 ( 6,505,830
)

 ( 1,306,605
)

 Net deferred income tax assets and liabilities

 $
 -

 $
 -

 The Company has assessed the realizability
of the net deferred tax assets by considering the relevant positive and negative evidence available to determine whether it is more likely
than not that some portion or all of the deferred tax assets will be realized. In making such a determination, the Company considered
all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable
income, tax planning strategies, and recent results of operations. A significant piece of objective negative evidence evaluated was the
cumulative tax loss incurred by the Company over the three year period ended December 31, 2023. Such objective evidence limits the ability
to consider other subjective evidence, such as projections for future growth. After consideration of all these factors, the Company has
recorded a full valuation allowance against the net deferred tax assets.

 As at December 31, 2023, a valuation
allowance has been taken against the net deferred tax assets of $ 45,273,417 (December 31, 2022 – $ 16,650,521).

 Deferred income taxes have not been
recorded on the basis differences for investments in consolidated subsidiaries as these basis differences are indefinitely reinvested
or will reverse in a non-taxable manner. Quantification of the deferred income tax liability, if any, associated with indefinitely reinvested
basis differences is not practicable.

 As at December 31, 2023, the Company has US federal and state net loss
carryforwards of $ 78,563,194 (December 31, 2022 – $ 47,341,455) and Canadian federal and provincial non-capital loss carryforwards
of $ 107,580,614 (December 31, 2022 – $ 25,468,713). The US federal losses can be carried forward indefinitely, generally, the state
losses can be carried forward 20 years. The Canadian non-capital loss carry forwards expire between 2039 and 2043.

 2039

 $
 85,753

 2041

 4,595,332

 2042

 21,012,477

 2043

 81,887,052

 Indefinite

 78,563,194

 F- 27

 10.
 Income Taxes (Continued)

 Utilization of net operating loss carryforwards
may be subject to limitations in the event of a change in ownership as defined under U.S. IRC Section 382, and similar state provisions.
An "ownership change" is generally defined as a cumulative change in the ownership interest of significant stockholders of
more than 50 percentage points over a three-year period. The Company experienced ownership change during 2021. Such ownership change could
result in a limitation of the Company's ability to reduce future income by net operating loss carryforwards. A formal Section 382
study has not been prepared, so the exact effects of the ownership change are not known at this time.

 The Company operates in a number of
tax jurisdictions and is subject to examination of its income tax returns by tax authorities in those jurisdictions who may challenge
any item on these returns. The Company has accumulated loss carryforwards each year since inception in both the US and Canada which are
open to audit examination until such time that the year in which they are utilized becomes statute barred. Because the tax matters challenged
by tax authorities are typically complex, the ultimate outcome of these challenges is uncertain. The Company recognizes the effects of
uncertain tax positions in the consolidated financial statements after determining that it is more-likely-than-not the uncertain tax positions
will be sustained. As of December 31, 2023, the Company has not recorded any uncertain tax positions, as well as any accrued interest
and penalties on the consolidated balance sheet. During the year ended December 31, 2023, the Company did not record any interest and
penalties in the consolidated statement of operations.

 11.
 Other Liability

 The Company has received certain amounts
from a third party to assist with certain operating expenditures of the Company. These amounts are to be repaid upon settlement of those
expenditures, are non-interest bearing, and have been treated as a long-term liability. As of December 31, 2023, an amount of $ 500,000
related to these expenses was recorded in other liability (2022 – $ 500,000).

 F- 28

 12.
 Qualifying Transaction

 On December 1, 2021, Legacy Rumble
entered into the Business Combination Agreement, which among other things, provided for the exchange of all of the issued and outstanding
shares of Legacy Rumble for the shares of Class A Common Stock and Class C Common Stock and exchangeable shares in a wholly-owned subsidiary
of CFVI, subject to adjustments and payable in accordance with the terms of the Business Combination Agreement.

 On September 16, 2022 (the "Closing
Date"), pursuant to the terms of the Business Combination Agreement, Legacy Rumble and CFVI announced the completion of a transaction
whereby CFVI was renamed Rumble Inc and Legacy Rumble was renamed Rumble Canada Inc. References herein to "CFVI" and "Legacy
Rumble" are to CFVI and Rumble Inc, respectively, prior to the consummation of the Qualifying Transaction, and references to the
"Company" or "Rumble" are to Rumble Inc following consummation of the Qualifying Transaction.

 Consideration for the Qualifying Transaction
pursuant to the terms of the Business Combination Agreement, and in exchange for their respective shares of capital stock of Legacy Rumble,
was as follows:

 For each share of Legacy Rumble capital stock held by eligible electing Canadian shareholders of Legacy
Rumble (the "Electing Shareholders"), the Electing Shareholders received a number of exchangeable shares in 1000045728 Ontario
Inc., an indirect, wholly owned Canadian subsidiary of CFVI ("ExchangeCo", and such shares, the "ExchangeCo Shares")
equal to the quotient obtained by dividing the Price Per Company Share (as defined below) by $ 10.00 (the "Company Exchange Ratio"),
and such Electing Shareholders concurrently subscribed for nominal value for a corresponding number of shares of Class C common stock,
par value $ 0.0001 per share, of the Company ("Class C Common Stock"), a new class of voting, non-economic shares of common
stock of the Company created and issued in connection with the Qualifying Transaction. This resulted in the issuance of 168,762,214 shares
of Class C Common Stock of the Company for a par value of $ 16,876; and

 For each share of Legacy Rumble capital stock held by all other shareholders of Rumble (the "Non-Electing
Shareholders", and collectively with the Electing Shareholders, the "Rumble Shareholders"), such Non-Electing Shareholder
received a number of shares of Class A common stock, par value $ 0.0001 per share, of the Company ("Class A Common Stock")
equal to the Company Exchange Ratio. This resulted in the issuance of 48,970,404 shares of Class A Common Stock of the Company for a par
value of $ 4,897.

 The "Arrangement Consideration"
means $ 3,186,384,663, representing the sum of $ 3,150,000,000, plus the cash and cash equivalents balance held by Legacy Rumble as of the
date of the Qualifying Transaction (net of outstanding indebtedness), plus the aggregate exercise price of all outstanding options to
purchase Legacy Rumble stock. The "Price Per Company Share" is obtained by dividing (i) the Arrangement Consideration by (ii)
the number of outstanding shares of capital stock of Legacy Rumble (calculated on a fully diluted basis in accordance with the Business
Combination Agreement). The Company Exchange Ratio was determined to be 24.5713: 1.0000.

 F- 29

 12.
 Qualifying Transaction (Continued)

 In addition, under the Business Combination
Agreement:

 All outstanding options to purchase shares of Legacy Rumble capital stock were exchanged for options ("Exchanged
Company Options") to purchase (a) a number of shares of Class A Common Stock ("Base Option Shares") equal to the product
(rounded down to the nearest whole number) of (i) the number of shares of Legacy Rumble capital stock subject to such options and (ii)
the Option Exchange Ratio (as defined below), and (b) a fraction of a share of Class A Common Stock with respect to each Base Option Share
equal to the Option Earnout Fraction (as defined below) (such fractional shares, "Tandem Option Earnout Shares"). The aggregate
purchase price per Base Option Share together with the related fraction of the Tandem Option Earnout Share equals (i) the exercise price
of such Legacy Rumble stock options divided by (ii) the Option Exchange Ratio (rounded up to the nearest whole cent); and

 The outstanding warrant to purchase shares of Legacy Rumble capital stock was exchanged for a number of
shares of Class A Common Stock equal to the product (rounded down to the nearest whole number) of the number of shares of Rumble capital
stock subject to the warrant and the Company Exchange Ratio. This resulted in the issuance of 14,153,048 shares of Class A Common Stock
of the Company for a par value of $ 731,281.

 "Option Earnout Fraction"
means the difference between (i) the Company Exchange Ratio divided by the Option Exchange Ratio minus (ii) 1.00. "Option Exchange
Ratio" means the quotient obtained by dividing (x) by (y), where: (x) is the quotient, expressed as a dollar number, obtained by
dividing (i) the sum of (a) $ 2,136,384,663, representing the sum of $ 2,100,000,000 plus the cash and cash equivalents balance held by
Legacy Rumble as of the date of the Qualifying Transaction (net of debt), plus the aggregate exercise price of all outstanding options
to purchase shares of Legacy Rumble capital stock, by (ii) the number of outstanding shares of Legacy Rumble capital stock (calculated
on a fully diluted basis in accordance with the Business Combination Agreement); and (y) $ 10.00.

 In addition, for an aggregate purchase
price of $ 1,000,000, upon the closing of the Qualifying Transaction and pursuant to a subscription agreement entered into between Christopher
Pavlovski, Legacy Rumble's CEO and founder ("Mr. Pavlovski") and CFVI, the Company issued and sold to Mr. Pavlovski
a number of shares of Class D common stock, par value $ 0.0001 per share, of the Company ("Class D Common Stock"), a new class
of non-economic shares of common stock of the Company carrying the right to 11.2663 votes per share created and issued in connecting with
the Qualifying Transaction, such that, taking into account the shares of Class A Common Stock and Class C Common Stock issued to Mr. Pavlovski
at the closing of the Qualifying Transaction, Mr. Pavlovski has approximately 85 % of the voting power of the Company on a fully diluted
basis.

 F- 30

 12.
 Qualifying Transaction (Continued)

 The Company also issued, as of the
date of the closing of the Qualifying Transaction, 1,875,000 shares of Class A Common Stock (par value $ 188) in connection with the forward
purchase contract.

 Further, upon the closing of the Qualifying
Transaction, the Company consummated a private investment in public equity ("PIPE") via the issuance of 8,300,000 shares of
Class A Common Stock (par value $ 0.0001 per share) for aggregate proceeds of $ 83,000,000.

 While CFVI was the legal acquirer of
Legacy Rumble, Legacy Rumble was identified as the acquirer for accounting purposes. The Qualifying Transaction is accounted for as a
reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, CFVI is treated as the acquired company for financial
reporting purposes and Legacy Rumble is treated as the acquiror. This determination is primarily based on the facts that subsequent to
the Qualifying Transaction, the Legacy Rumble shareholders hold a majority of the voting rights in the combined company (Rumble or the
Company), Legacy Rumble will collectively hold voting power giving them the right to appoint the majority of the directors in Rumble,
Legacy Rumble comprises all of the ongoing operations of the combined company, Legacy Rumble comprises all of the senior management of
the combined company, and Legacy Rumble is significantly larger than CFVI in terms of revenue, total assets (excluding cash) and employees.
Accordingly, for accounting purposes, the Qualifying Transaction was treated as the equivalent of Legacy Rumble issuing shares for the
net assets of CFVI, accompanied by a recapitalization.

 The net assets of CFVI were stated
at historical costs. No goodwill or other intangible assets were recorded. Operations prior to the Qualifying Transaction are those of
Legacy Rumble.

 In connection with the Qualifying Transaction,
the Company received $ 399,807,596 in gross proceeds.

 The number of shares of the Company's
common stock outstanding immediately following the consummation of the Qualifying Transaction was:

 Total

 CFVI Public Shareholders

 29,969,311

 -

 -

 29,969,311

 Sponsor Related Parties and Other Holders of Founder's Shares

 10,075,000

 -

 -

 10,075,000

 Rumble Shareholders

 63,123,452

 336,568,069

 PIPE Investors

 8,300,000

 -

 -

 8,300,000

 Closing shares

 384,912,380

 F- 31

 12.
 Qualifying Transaction (Continued)

 Details of the Qualifying Transaction
are summarized as follows:

 Fair value of shares issued by Rumble

 $
 353,039,304

 Net assets acquired:

 Cash

 $
 300,797,018

 Prepaid expenses

 221,016

 Accounts payable, accruals, and other liabilities

 ( 256,095
)

 Warrant liability

 ( 29,625,500
)

 FPA liability

 ( 8,362,419
)

 262,774,020

 PIPE escrow proceeds

 83,000,000

 Sponsor FPA proceeds

 15,000,000

 Class D Common Stock proceeds

 1,000,000

 Shares repurchase of Class C Common Stock

 ( 11,000,000
)

 $
 350,774,020

 Excess fair value over net assets acquired – listing fee

 $
 2,265,284

 The excess fair value over net assets
acquired was recorded as a reduction to additional paid-in capital. Additionally, the Company incurred transaction costs of $ 54,091,750,
consisting of banking, legal, and other professional fees. The transaction costs were recorded as a reduction to additional paid-in capital
in accordance with Staff Accounting Bulletin Topic 5.A.

 During the year ended December 31,
2022, there was a change in ownership structure of the subsidiaries within the Company. Rumble Inc purchased Locals Technology Inc. and
Rumble USA Inc. from Rumble Canada Inc on October 19, 2022 and December 31, 2022, respectively. There is no change in the group structure
of the Company due to this change in ownership.

 F- 32

 13.
 Shareholders' Equity

 The Company is authorized to issue
 1,000,000,000 shares, consisting of:

 (i)
 700,000,000 shares of Class A Common Stock with a par value of $ 0.0001 per share;

 (ii)
 170,000,000 shares of Class C Common Stock with a par value
of $ 0.0001 per share;

 (iii)
 110,000,000 shares of Class D Common Stock with a par value of $ 0.0001 per share; and

 (iv)
 20,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

 The following shares of common
stock are issued and outstanding at:

 2023

 2022

 Amount

 Amount

 Class A Common Stock

 114,926,700

 741,410

 $
 741,013

 Class C Common Stock

 165,353,621

 16,535

 16,766

 Class D Common Stock

 386,062,724

 768,523

 384,912,380

 $
 768,357

 Class A Common Stock

 Authorized

 The Company is authorized to issue
 700,000,000 shares with a par value of $ 0.0001 per share.

 Issued and outstanding

 The holders of shares of Class A Common
Stock are entitled to one vote for each share of Class A Common Stock held at any meeting of shareholders of the Company. The holders
of Class A Common Stock are entitled to receive dividends and other distributions declared or paid by the Company. The holders of Class
A Common Stock are entitled to receive the remaining property of the Company upon liquidation, dissolution, or winding-up, whether voluntary
or involuntary, and any other distribution of assets of the Company among its shareholders for the purpose of winding-up of its affairs
subject to the rights of the preferred shares.

 Issuance of Class A Common Stock in connection with Callin acquisition

 981,243

 Issuance of Class A Common Stock upon vesting of stock awards, net share settlement on restricted stock units

 195,832

 Issuance of Class A Common Stock in exchange for Class C Common Shares

 2,308,593

 Holdback of Class A Common Stock for the repayment of domain name loan in connection with the acquisition of Locals Technology Inc.

 ( 26,731
)

 Balance December 31, 2023

 114,926,700

 F- 33

 13.
 Shareholders' Equity (Continued)

 Class A Common Stock (Continued)

 Former holders of the Legacy Rumble's
common shares are eligible to receive up to an aggregate of 105,000,000 additional shares of the Company's Class A Common Stock,
of which 76,412,604 shares are currently held in escrow and 28,587,396 shares will be issued when the contingency is met. Similarly, the
Sponsor's common shares are eligible to receive up to an aggregate of 1,973,750 additional shares of the Company's Class A
Common Stock and will be issued when the contingency is met. The holders are eligible to the shares if the closing price of the Company's
Class A Common Stock is greater than or equal to $ 15.00 and $ 17.50, respectively (with 50 % released at each target, or if the latter target
is reached first, 100 %) for a period of 20 trading days during any 30 trading-day period. The term will expire September 16, 2027. If
there is a change in control prior to September 16, 2027 resulting in a per share price equal to or in excess of the $15.00 and $17.50
share price milestones not previously met, then the Company shall issue the earnout shares to the holders.

 Balance December 31, 2021

 -

 Issuance of Class A Common Stock in exchange for Legacy Rumble Class A and B common shares

 48,970,404

 Issuance of Class A Common Stock in exchange for Legacy Rumble warrants

 14,153,048

 Issuance of Class A and B Common Stock in connection with the Qualifying Transaction

 10,875,000

 Issuance of Class A Common Stock in exchange for CFVI Class B common shares

 7,500,000

 Issuance of Class A Common Stock in connection with public shares

 29,969,311

 On September 16, 2022, in connection
with the Qualifying Transaction, the following transactions occurred with regards to Class A Common Stock:

 All Legacy Rumble shares and warrants held by Non-Electing Shareholders were exchanged for 48,970,404
and 14,153,048 shares of Class A Common Stock, respectively.

 CFVI Units in connection with the CFVI Placement Units and FPA were exchanged for 700,000 and 1,875,000
shares of Class A Common Stock, respectively.

 The Company issued 8,300,000 Class A Common Stock through the PIPE.

 CFVI Class B Common Stock were exchanged for 7,500,000 shares of Class A Common Stock.

 CFVI Units in connection with the Offering were exchanged for 29,969,311 shares of Class A Common Stock.

 Class C Common Stock

 Authorized

 The Company is authorized to issue
 170,000,000 shares with a par value of $ 0.0001 per share.

 Issued and outstanding

 The holders of shares of Class C Common
Stock are entitled to one vote for each share of Class C Common Stock held at any meeting of shareholders of the Company. The holders
of Class C Common Stock are not entitled to receive dividends and other distributions declared or paid by the Company. The holders of
shares of Class C Common Stock are not entitled to receive the remaining property of Company upon liquidation, dissolution, or winding-up,
whether voluntary or involuntary, and any other distribution of assets of the Company among its shareholders for the purpose of winding-up
of its affairs subject to the rights of the preferred shares and Class A Common Stock.

 F- 34

 13.
 Shareholders' Equity (Continued)

 Class C Common Stock (Continued)

 Issuance of Class A Common Stock in exchange for Class C Common Shares

 ( 2,308,593
)

 Balance December 31, 2023

 165,353,621

 During the year ended December 31,
2023, Electing Shareholders exchanged (on a 1-for-1 basis) their ExchangeCo Shares for shares of Class A Common Stock. In connection with
the exchange, an equivalent number of Class C Common Stock held by the Electing Shareholders was cancelled.

 Balance December 31, 2021

 -

 Issuance of C Common Stock in exchange for Legacy Rumble Class A and B common shares

 168,762,214

 Repurchase of Class C Common Stock in the Key Individual Subscription Agreement

 ( 1,100,000
)

 On September 16, 2022, in connection
with the Qualifying Transaction, the following transactions occurred with regards to Class C Common Stock:

 All issued and outstanding Legacy Rumble shares (including Legacy Rumble warrants) held by Electing Shareholders
were exchanged for 168,762,214 shares of Class C Common Stock using the Company Exchange Ratio of 24.5713: 1.0000 pursuant to the Business
Combination Agreement.

 Concurrently with the Qualifying Transaction on September 16, 2022, the Company entered into a share repurchase
agreement with Mr. Pavlovski. Upon closing of the Qualifying Transaction, the Company repurchased shares of 1,100,000 Class C Common Stock
for a total purchase price of $ 11,000,000. Of the $ 11,000,000 of proceeds, Mr. Pavlovski reinvested $ 1,000,000 to pay the purchase price
for the Company's Class D Common Stock.

 Class D Common Stock

 Authorized

 The Company is authorized to issue
 110,000,000 shares with a par value of $ 0.0001 per share.

 Issued and outstanding

 The holders of shares of Class D Common
Stock are entitled to 11.2663 votes for each share of Class D Common Stock held at any meeting of shareholders of the Company. The holders
of shares of Class D Common Stock are not entitled to receive dividends and other distributions declared or paid by the Company. The holders
of shares of Class D Common Stock are not entitled to receive the remaining property of Company upon liquidation, dissolution, or winding-up,
whether voluntary or involuntary, and any other distribution of assets of the Company among its shareholders for the purpose of winding-up
of its affairs subject to the rights of the preferred shares and Class A Common Stock.

 F- 35

 13.
 Shareholders' Equity (Continued)

 Class D Common Stock (Continued)

 Balance December 31, 2021

 -

 Issuance of Class D Common Stock in the Key Individual Subscription Agreement

 Balance December 31, 2022 and 2023

 For an aggregate price of $ 1,000,000,
upon closing of the Qualifying Transaction, the Company issued and sold to Mr. Pavlovski 105,782,403 shares of the Company's Class
D Common Stock.

 14.
 Share-Based Compensation Expense

 The Company's stock award plans
consist of:

 Rumble Inc. Amended and Restated
Stock Option Plan

 The Company maintains a long-term incentive
plan, the Rumble Inc. Amended and Restated Stock Option Plan (the "Stock Option Plan"). The Stock Option Plan continues to
govern the terms and conditions of the outstanding awards previously granted under the Stock Option Plan, and all options to purchase
Rumble Class A common shares or Rumble Class B common shares which were converted into options to purchase shares of Class A Common Stock
in connection with the Business Combination.

 As of December 31, 2023, there
were 58,165,382 shares of Class A Common Stock reserved for future issuance under the Stock Option Plan

 Rumble Inc. 2022 Stock Incentive
Plan

 The Rumble Inc. 2022 Stock Incentive
Plan (the "Stock Incentive Plan") was approved by the board of directors and the stockholders of the Company, and became effective,
on September 16, 2022. The Company initially reserved 27,121,733 shares of Common Stock for issuance under the Stock Incentive Plan, subject
to a ten-year an evergreen feature.

 As of December 31, 2023, there
were 31,655,077 shares of Class A Common Stock reserved for future issuance under the Stock Incentive Plan

 Share-based compensation expenses are
summarized as follows:

 2023

 2022

 Restricted stock units

 $
 8,463,373

 $
 1,713,277

 Stock options

 5,193,301

 220,126

 Rights to contingent consideration

 2,478,040

 -

 $
 16,134,714

 $

 F- 36

 14.
 Share-Based Compensation Expense (Continued)

 Restricted Stock Units

 The following table reflects the continuity
of unvested restricted stock units ("RSUs") transactions:

 Weighted Average Grant Date
 Fair Value

 Outstanding, December 31, 2022

 1,548,098

 $
 11.62

 Granted

 646,433

 8.51

 Vested

 ( 551,522
)

 11.21

 Forfeited

 ( 11,671
)

 9.01

 Outstanding, December 31, 2023

 1,631,338

 $
 10.55

 The total unrecognized compensation
cost for the RSUs issued is $ 12,613,413 which is expected to be recognized over a weighted-average period of 1.63 years.

 The following table reflects additional
information related to RSUs activity:

 2023

 2022

 Grant date fair value of RSUs

 $
 22,916,836

 $
 17,993,839

 Stock Options

 The fair value of the options was determined
using either a Black-Scholes option pricing model or a Monte Carlo simulation methodology that included simulating the stock price using
a risk-neutral Geometric Brownian Motion-based pricing model. The following table reflects the assumptions made:

 2023

 2022

 Share price

 $ 2.68 -$ 9.23

 $ 9.44 -$ 11.13

 Exercise price

 $ 4.63 -$ 10.36

 $ 10.60 -$ 12.49

 Risk-free interest rate

 3.42 %- 4.94 %

 3.72 %

 Volatility

 88 %- 97 %

 95 %

 Expected life

 4 - 10 years

 10 years

 Dividend rate

 0.00 %

 0.00 %

 The Company estimated the
volatility by reference to comparable companies that are publicly traded.

 F- 37

 14.
 Share-Based Compensation Expense (Continued)

 Stock Options (Continued)

 The following table reflects
the continuity of stock option transactions:

 Service Conditions

 Weighted Average Exercise
 Price

 Weighted Average Remaining
 Contractual Term (in years)

 Outstanding, December 31, 2022

 58,607,457

 $
 0.22

 Granted

 6,446,585

 5.70

 Forfeited

 ( 49,203
)

 8.31

 Outstanding, December 31, 2023

 65,004,839

 $
 0.50

 15.31

 Vested and exercisable, December 31, 2023

 58,137,272

 $
 0.10

 15.31

 Performance Conditions

 Weighted Average Exercise
 Price

 Weighted Average Remaining
 Contract Term (in years)

 Outstanding, December 31, 2022

 -

 $
 -

 Granted

 358,249

 9.42

 Forfeited

 -

 -

 Outstanding, December 31, 2023

 358,249

 $
 9.42

 9.30

 Vested and exercisable, December 31, 2023

 -

 -

 9.30

 The aggregate intrinsic value of stock options is calculated as the
difference between the exercise price of the stock options and the fair value of the Company's Class A Common Stock for those stock
options that had exercise prices lower than the fair value of the Company's Class A Common Stock. As of December 31, 2023, the aggregate
intrinsic value of options outstanding was $ 255,088,661 and the aggregate intrinsic value of the options vested and exercisable was $ 254,992,826.

 The total unrecognized compensation
cost for options with a service only condition and options with a performance condition as of December 31, 2023 was $ 24,586,179 and $ 3,000,000,
respectively. For the options with a service only condition, the cost is expected to be recognized over a weighted average period of 1.72
years.

 As of December 31, 2023, the Company has 2,592,616 stock options outstanding
included within the service condition awards that have market based vesting conditions if the closing price of the Company's Class
A Common Stock is greater than or equal to $ 15.00 and $ 17.50, respectively (with 50 % released at each target, or if the latter target
is reached first, 100 %) for a period of 20 trading days during any 30 trading-day period.

 F- 38

 14.
 Share-Based Compensation Expense (Continued)

 Stock Options (Continued)

 As of December 31, 2023, the Company
has determined that it is not probable that the conditions related to the performance-based stock options will be met, and therefore,
the Company has not recognized the related expense in the consolidated statement of operations.

 The weighted average grant date fair
value of the outstanding options with a service only condition and options with a performance condition as of December 31, 2023 was $ 1.11
and $ 8.37, respectively.

 Rights to Contingent Consideration

 In connection
with the acquisition of Callin as described in Note 3, the Company was required to replace unvested options, unvested series FF preferred
shares, and restricted common stock held by continuing employees of Callin with a right to receive contingent consideration. If the underlying
contingencies are met, the obligation will be satisfied by the issuance of shares of Class A Common Stock. In addition, as described in
Note 3, two of the contingent consideration tranches are dependent on one selling shareholder providing services to the Company.

 Where rights
to receive contingent consideration were issued to replace unvested awards of the acquired company, the Company has allocated an amount
to consideration based on the fair value of the original award at the acquisition date. The amount allocated is based on the period of
time vested as of the acquisition date in relation to the greater of the vesting period of the original award and the total service requirement
as per the below. The difference between the fair value of the new award on the acquisition date and the amount allocated to consideration
is post-combination expense, as laid out below:

 Fair value

 Allocated to consideration

 $
 15,578

 Allocated to post-combination services

 5,941,563

 Total fair value of rights

 $
 5,957,141

 During the year ended December 31,
2023, share-based compensation expense of $ 2,478,040 was recognized in the consolidated statement of operations related to the rights
to contingent consideration (2022 – $ nil).

 As of December 31, 2023, there was
$ 2,169,365 and $ 1,240,239 of total unrecognized compensation cost related to rights with a service only condition, and rights with a performance
condition, respectively. That cost is expected to be recognized over a weighted average period of 1.20 and 1.33 years, respectively.

 F- 39

 15.
 Loss per Share

 Basic loss per share is computed by
dividing net loss attributable to the Company by the weighted-average number of Class A and Class C Common Stock issued and outstanding,
excluding those held in escrow as these are contingently issuable shares and have been excluded from the calculation during the year ended
December 31, 2023, and 2022. Shares of Class D Common Stock do not share in earnings and not participating securities (i.e., non-economic
shares) and therefore, have been excluded from the calculation of weighted-average number of shares outstanding.

 Diluted loss per share is computed
giving effect to all potentially dilutive shares. Diluted loss per share for all periods presented is the same as basic loss per share
as the inclusion of potentially issuable shares would be antidilutive.

 16.
 Commitments and Contingencies

 Commitments

 The Company has non-cancelable contractual
commitments of approximately $ 113 million as of December 31, 2023, which are primarily related to programming and content, leases, and
other service arrangements. The majority of commitments will be paid over three years commencing in 2024.

 Legal Proceedings

 In the normal course of business, to
facilitate transactions in services and products, the Company indemnifies certain parties. The Company has agreed to hold certain parties
harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims
made against certain parties. Several of these agreements limit the time within which an indemnification claim can be made and the amount
of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and its bylaws contain
similar indemnification obligations to its agents.

 Furthermore, many of the Company's
agreements with its customers and partners require the Company to indemnify them for certain intellectual property infringement claims
against them, which would increase costs as a result of defending such claims, and may require that we pay significant damages if there
were an adverse ruling in any such claims. Customers and partners may discontinue the use of the Company's services and technologies
as a result of injunctions or otherwise, which could result in loss of revenues and adversely impact the business.

 It is not possible to make a reasonable
estimate of the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in
each particular agreement. As of December 31, 2023 and 2022, there were no material indemnification claims that were probable or reasonably
possible.

 As of December 31, 2023, Rumble had
received notification of several claims: 1) a lawsuit against the Company and one of its shareholders seeking a variety of relief including
rescission of a share redemption sale agreement with the Company or damages alleged to be worth $ 419.0 million; 2) a patent infringement
lawsuit against the Company, which later settled without any payment to the plaintiff; and 3) two putative class action lawsuits alleging
violations of the Video Privacy Protection Act, one of which was dismissed voluntarily, the other of which was dismissed by a federal
district court, then voluntarily dismissed on appeal without any exchange of consideration.

 The Company is defending the claims
and considers that the likelihood that it will be required to make a payment to plaintiffs to be remote.

 F- 40

 17.
 Fair Value Measurements

 The following table summarizes the liabilities
measured at fair value on a recurring basis:

 2023

 Level 1

 Level 2

 Level 3

 Warrant Liability

 Marketable Securities

 Contingent Consideration

 December 31, 2022

 $
 10,062,500

 $

 $
 -

 Recognized in the Callin acquisition

 -

 -

 3,491,741

 Change in fair value

 ( 2,365,895
)

 35,200

 ( 1,922,381
)

 December 31, 2023

 $
 7,696,605

 $
 1,135,200

 $
 1,569,360

 2022

 Level

 Level

 Level

 Warrant
 Liability

 Marketable
 Securities

 Contingent
 Consideration

 December 31, 2021

 $
 -

 $
 -

 $
 -

 Issued term deposits

 -

 -

 Issued in the Qualifying Transaction

 31,073,000

 -

 -

 Change in fair value

 ( 21,010,500
)

 -

 -

 December 31, 2022

 $
 10,062,500

 $

 $
 -

 Warrant
liability

 Warrant liability
consists of warrants issued by the Company in public offerings, private placements, and forward purchase contracts. As of December 31,
2023, the number of warrants outstanding and weighted-average exercise price were 8,050,000 warrants and $ 11.50, respectively (December
31, 2022 – 8,050,000 and $ 11.50). The warrants are exercisable and will expire on September 16, 2027, or earlier upon redemption
or liquidation. All warrants are publicly traded.

 Contingent consideration

 The contingent consideration liability
arose during the year from the Callin acquisition, refer to Note 3 for additional details. The decrease in fair value during the year
is attributable to changes in the Company's stock price.

 F- 41

 18.
 Credit and Concentration Risks

 Credit risk is the risk that one party
to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed
to credit risk resulting from the possibility that a customer or counterparty to a financial instrument defaults on their financial obligations
or if there is a concentration of transactions carried out with the same counterparty. Financial instruments that potentially subject
the Company to concentrations of credit risk include cash, cash equivalents, marketable securities and accounts receivable.

 The Company's cash, cash equivalents,
and marketable securities are held in reputable banks in its country of domicile and management believes the risk of loss to be remote.
We maintain cash balances that exceed the insured limits by the Federal Deposit Insurance Corporation and the Canada Deposit Insurance
Corporation.

 The Company is exposed to credit risk
in the event of default by its customers. Accounts receivables are recorded at the invoiced amount, do not bear interest, and do not require
collateral. For the year ended December 31, 2023, one customer accounted for $ 36,973,000 or 46 % of revenue (2022 – $ 17,686,000 or
 45 %). As of December 31, 2023, one customer accounted for 35 % of accounts receivable (2022 – 66 %), which has been collected in the
month of January 2024.

 19.
 Related Party Transactions

 The Company's related parties
include directors, shareholders and key management.

 Compensation to related parties totaled
$ 13,008,425 for the year ended December 31, 2023 (2022 – $ 7,060,916), of which the Company paid share-based compensation to key
management amounting to $ 8,046,363 (2022 – $ 1,569,754).

 The Company has a vendor relationship
with Cosmic Inc. and Kosmik Development Skopje doo ("Cosmic") to provide content moderation and software development services.
Cosmic is controlled by Mr. Pavlovski and Mr. Milnes, each of whom holds a significant number of Rumble shares. The Company incurred related
party expenses for these services of $ 2,849,600 during the year ended December 31, 2023 (2022 – $ 1,692,960).

 As of October 25, 2021, the Company
was owed $ 390,000 from related parties pursuant to a loan carrying an interest rate of 0.19 % per annum. The loan was originally incurred
in connection with the purchase of a Company subsidiary's domain name. During the year ended December 31, 2023, the outstanding
loan was repaid in full through the holdback and surrender of 26,731 shares of Class A Common Stock which the borrower was otherwise entitled
to receive.

 There were no other related party transactions
during these periods.

 F- 42

 (Unaudited)

 For the years ended December 31, 2023 and December 31, 2022

 20.
 Segment Information

 Disclosure requirements about segments
of an enterprise establish standards for reporting information regarding operating segments in annual financial statements. These requirements
include presenting selected information for each segment. Operating segments are identified as components of an enterprise for which separate
discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding how to
allocate resources and assess performance. The Company's chief decision-maker is its chief executive officer. The Company and its
chief decision-maker view the Company's operations and manage its business as one operating segment.

 The following presents the revenue by geographic
region:

 2023

 2022

 United States

 $
 74,439,470

 $
 37,412,270

 Canada

 1,042,983

 502,221

 Other

 5,480,998

 1,469,793

 $
 80,963,451

 $
 39,384,284

 The Company tracks assets by physical
location. Long-lived assets consists of property and equipment, net, and are shown below:

 2023

 2022

 United States

 $
 19,334,231

 $
 8,401,351

 Canada

 355,756

 442,881

 $
 19,689,987

 $
 8,844,232

 21.
 Subsequent Events

 In accordance with ASC 855, the Company's
management reviewed all material events through March 27 th, 2024, and there were no material subsequent events other than those
disclosed above.

 F- 43

 Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure

 None.

 Item 9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 Our management, with the participation
of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of
the period covered by this Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded
that as of December 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

 Management's Report on Internal Control Over Financial
Reporting

 The Company's management
is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Pursuant to the rules and regulations of the SEC, internal control over financial reporting is a process designed
by, or under the supervision of, the Company's principal executive and principal financial officers, and effected by the Company's
Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United
States and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the Company's assets; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the issuer are being made only in accordance with authorizations of the Company's management and
directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the Company's assets that could have a material effect on the financial statements. Due to inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal
control over financial reporting may vary over time.

 As required by Rule 13a-15(c)
under the Exchange Act, the Company's management, with the participation of our Chief Executive Officer and Chief Financial Officer,
has evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2023 based on the
control criteria established in a report entitled Internal Control—Integrated Framework, (2013 Framework) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). Based on such evaluation, management has concluded that our internal control
over financial reporting was effective as of December 31, 2023.

 This Annual Report on Form
10-K does not include an attestation report of our independent registered public accounting firm due to our status as an "emerging
growth company" under the JOBS Act.

 Changes in Internal Control Over Financial
Reporting

 No change in our internal control over financial reporting occurred
during the fourth quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

 Item 9B. Other Information

 Trading Arrangements

 During the quarter ended December
31, 2023, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, terminated, or modified the contracts,
instructions or written plans for the purchase or sale of Rumble securities set forth in the table below:

 Type of Trading Arrangement

 Name and Position

 Action

 Action Date

 Rule 10b5-1 (1)

 Non-Rule 10b5-1 (2)

 Maximum Number of Shares of Class A Common Stock to be Sold

 Expiration Date

 Brandon
 Alexandroff,

Chief Financial Officer

 Adoption

 December 15, 2023

 X

 900,000

 November 22, 2024

 Wojciech
 Hlibowicki,

Chief Technology Officer

 Adoption

 December 17, 2023

 X

 400,000

 November 1, 2024

 Claudio
 Ramolo,

Chief Content Officer

 Adoption

 December 16, 2023

 X

 300,000

 December 2, 2024

 Robert
 Arsov,

 Adoption

 November 17, 2023

 X

 1,000,000

 December 5, 2024

 (1)
 Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange
Act.

 (2)
 "Non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K under the Exchange Act.

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections

 Not applicable.

 Part
III

 Item 10. Directors, Executive Officers and Corporate Governance

this Item will be included in the Proxy Statement under the captions Information Regarding the Board of Directors and Corporate Governance
and is incorporated by reference herein.

 Item 11. Executive Compensation

this Item will be included in the Proxy Statement under the captions Executive Compensation and is incorporated by reference herein.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters

this Item will be included in the Proxy Statement under the caption Security Ownership of Certain Beneficial Owners and Management
and is incorporated by reference herein.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence

this Item will be included in the Company's Proxy Statement under the caption Certain Relationships and Related Party Transactions
and are incorporated by reference herein.

 Item 14. Principal Accountant Fees and Services

this Item will be included in the Company's Proxy Statement under the caption Proposal 2: Ratification of the Selection of Independent
Registered Public Accounting Firm and is incorporated by reference herein.

 Part
IV

 Item 15. Exhibits and Financial Statement Schedules

 (a) The following documents are filed as part
of this Form 10-K:

 (1)

 Financial Statements
 under Item 8. Consolidated Financial Statements and Supplementary Data

 Reports
 of Independent Registered Public Accounting Firm (Moss Adams LLP, Seattle, Washington, PCAOB ID: 659)

 Reports of Independent Registered Public Accounting Firm (MNP LLP, PCAOB ID: 1930)

 Consolidated
 Statements of Operations

 Consolidated
 Balance Sheets

 Consolidated
 Statements of Shareholders' Equity

 Consolidated
 Statements of Cash Flows

 Notes
 to the Consolidated Financial Statements

 (2)

 Financial Statement Schedule

 All financial
 statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information
 is presented in the Financial Statements.

 (3)

 Exhibits

 Reference is made to the separate Index to
Exhibits contained on pages 52 through 54 filed herewith.

 All other schedules are omitted since the required
information is not present or is not present in amounts sufficient to require submission of the schedules.

 2.1

 Business Combination Agreement, dated as of December 1, 2021, by and between CF Acquisition Corp. VI and Rumble Inc. (incorporated by reference to Annex A to the Proxy Statement/Prospectus filed on August 12, 2022).

 2.2

 Amendment to Business Combination Agreement, by and between CF Acquisition Corp. VI and Rumble Inc. dated August 24, 2022 (incorporated by reference to Exhibit 2.1 to CF Acquisition Corp. VI's Current Report on Form 8-K filed on August 24, 2022).

 2.3

 Plan of Arrangement, dated September 16, 2022 (incorporated by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K filed on September 22, 2022).

 3.1

 Second Amended and Restated Certificate of Incorporation of Rumble Inc. (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed on March 30, 2023).

 3.2

 Amended and Restated Bylaws of Rumble Inc.(incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on September 22, 2022).

 3.3

 Articles of Incorporation of ExchangeCo, as amended (incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K filed on September 22, 2022).

 3.4

 By-Law No. 1 of ExchangeCo (incorporated by reference to Exhibit 3.4 to the Company's Current Report on Form 8-K filed on September 22, 2022).

 3.5

 Provisions Attaching to ExchangeCo Shares (incorporated by reference to Exhibit 3.5 to the Company's Current Report on Form 8-K filed on September 22, 2022).

 4.1

 Warrant Agreement dated February 18, 2021, by and between Continental Stock Transfer & Trust Company, as warrant agent and CF Acquisition Corp. VI (incorporated by reference to Exhibit 4.1 to CF Acquisition Corp. VI's Current Report on Form 8-K filed on February 24, 2021).

 4.2

 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to CF Acquisition Corp. VI's Registration Statement on Form S-1/A filed on February 3, 2021).

 4.3

 Warrant Assignment, Assumption and Amendment Agreement, dated September 16, 2022, by and among the Company, Computershare Inc., Computershare Trust Company, N.A., and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on September 22, 2022).

 4.4

 Description of Securities (incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K filed on March 30, 2023).

 10.1

 Exchange and Support Agreement, dated September 16, 2022, by and among the Company, ExchangeCo, CallCo and the shareholders of ExchangeCo who hold ExchangeCo Shares (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 22, 2022).

 10.2

 Subscription Agreement, dated September 16, 2022, by and between CF Acquisition Corp. VI and Christopher Pavlovski (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on September 22, 2022).

 10.3

 Sponsor Support Agreement dated December 1, 2021, by and among CF Acquisition Corp. VI, CFAC Holdings VI, LLC and Rumble Inc. (incorporated by reference to Annex E to the Proxy Statement/Prospectus filed on August 12, 2022).

 10.4

 Form of Lock-Up Agreement, by and among CF Acquisition Corp. VI, Rumble Inc. and the holders party thereto (incorporated by reference to Annex H to the Proxy Statement/Prospectus filed on August 12, 2022).

 10.5+

 Rumble Inc. 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on November 14, 2022).

 10.6+

 Form of Restricted Stock Unit Award Agreement in respect of the Rumble Inc. 2022 Stock Incentive Plan (Executives) (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K filed on March 30, 2023).

 10.7+

 Form of Restricted Stock Unit Award Agreement in respect of the Rumble Inc. 2022 Stock Incentive Plan (Directors) (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed on March 30, 2023).

 10.8+

 Form of Option Award Agreement in respect of the Rumble Inc. 2022 Stock Incentive Plan (Executives) (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K filed on March 30, 2023).

 10.9+

 Rumble Inc. Second Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on September 22, 2022).

 10.10+

 Form of Option Award Agreement in respect of the Second Amended and Restated Stock Option Plan (Time-Based Vesting) (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K filed on March 30, 2023).

 10.11+

 Form of Option Award Agreement in respect of the Second Amended and Restated Stock Option Plan (Cliff Vesting) (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K filed on March 30, 2023).

 10.12+

 Form of Option Award Agreement in respect of the Second Amended and Restated Stock Option Plan (Fully Vested) (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K filed on March 30, 2023).

 10.13+

 Restricted Stock Grant Notice and Agreement by and between Rumble In. and Assaf Lev, dated as of November 24, 2021 (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K filed on March 30, 2023).

 10.14

 Share Repurchase Agreement dated December 1, 2021, by and between CF Acquisition Corp. VI and Christopher Pavlovski (incorporated by reference to Exhibit 10.4 to CF Acquisition Corp. VI's Current Report on Form 8-K filed on December 2, 2021).

 10.15+

 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K filed on September 22, 2022).

 10.16

 Amended and Restated Registration Rights Agreement, dated September 16, 2022, by and among the Company, Sponsor and the other parties named therein (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K filed on September 22, 2022).

 10.17

 Google AdSense Online Terms of Service (incorporated by reference to Exhibit 10.8 to CF Acquisition Corp. VI's Amendment No. 1 to Registration Statement on Form S-4 filed on May 12, 2022).

 10.18

 LockerDome, Inc. (now known as Decide) Order Form dated September 24, 2021 (incorporated by reference to Exhibit 10.9 to CF Acquisition Corp. VI's Amendment No. 3 to Registration Statement on Form S-4 filed on July 15, 2022).

 10.19

 Amended and Restated Business Cooperation Agreement, dated as of January 16, 2022 and effective as of December 31, 2021, by and between Cosmic Inc. and Rumble Inc. (incorporated by reference to Exhibit 10.9 to CF Acquisition Corp. VI's Amendment No. 1 to Registration Statement on Form S-4 filed on May 13, 2022).

 10.20

 Amended and Restated Business Cooperation Agreement, dated as of January 16, 2022 and effective as of December 31, 2021, by and between Kosmik Development Skopje doo and Rumble Inc. (incorporated by reference to Exhibit 10.10 to CF Acquisition Corp. VI's Amendment No. 1 to Registration Statement on Form S-4 filed on May 13, 2022).

 10.21+

 Letter Agreement, dated November 4, 2021, by and between Rumble USA Inc. and Michael Ellis (incorporated by reference to Exhibit 10.11 to CF Acquisition Corp. VI's Amendment No. 2 to Registration Statement on Form S-4 filed on June 17, 2022).

 10.22+

 Letter Agreement, dated July 26, 2021, by and between Rumble USA Inc. and Tyler Hughes (incorporated by reference to Exhibit 10.12 to CF Acquisition Corp. VI's Amendment No. 2 to Registration Statement on Form S-4 filed on June 17, 2022).

 10.23+

 Form of Restricted Class Common Share Ownership Agreement (incorporated by reference to Exhibit 10.13 to CF Acquisition Corp. VI's Amendment No. 2 to Registration Statement on Form S-4 filed on June 17, 2022).

 10.24+

 Employment Agreement by and between Rumble Inc. and Christopher Pavlovski, effective as of September 16, 2022 (incorporated by reference to Exhibit 10.17 to the Company's Current Report on Form 8-K filed on September 22, 2022).

 10.25

 Forward Purchase Contract dated February 18, 2021, by and between CF Acquisition Corp. VI and CFAC Holdings VI, LLC (incorporated by reference to Exhibit 10.8 to CF Acquisition Corp. VI's Current Report on Form 8-K filed on February 24, 2021).

 10.26+

 Letter Agreement, dated as of September 16, 2022 by and between Christopher Pavlovski and Rumble Inc. amending Mr. Pavlovski's employment agreement with Rumble Inc. (incorporated by reference to Exhibit 10.19 to the Company's Current Report on Form 8-K filed on September 22, 2022).

 10.27+

 Restricted Stock Unit Grant Notice and Agreement by and between Rumble Inc. and Christopher Pavlovski, dated as of September 16, 2022 (incorporated by reference to Exhibit 10.20 to the Company's Current Report on Form 8-K filed on September 22, 2022).

 10.28

 Form of Class A Common Stock Subscription Agreement (incorporated by reference to Exhibit 10.1 to CF Acquisition Corp. VI's Current Report on Form 8-K filed on December 2, 2021).

 10.29

 Employment Agreement, dated November 16, 2022, by and between Rumble Inc. and Michael Ellis (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on November 21, 2022)

 10.30

 Employment Agreement, dated November 16, 2022, by and between Rumble Inc. and Brandon Alexandroff. (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on November 21, 2022).

 10.31

 Employment Agreement, dated November 16, 2022, by and between Rumble Inc. and Tyler Hughes. (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on November 21, 2022).

 14.1

 Rumble Inc. Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company's Current Report on Form 8-K filed on September 22, 2022).

 21.1*

 List of Subsidiaries of the Company.

 23.1*

 Consent of Moss Adams LLP.

 23.2*

 Consent of MNP LLP.

 31.1*

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.

 31.2*

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.

 32.1*

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2*

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97*

 Rumble Inc. Clawback Policy

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 Filed herewith

 +

 Indicates a management or compensatory plan.

 Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.

 Item 16. Form 10-K Summary

 Not applicable.

 Signatures

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

 /s/ Chris Pavlovski

 Name:

 Chris Pavlovski

 Title:

 Chief Executive Officer and Chairman

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

 Name

 Position

 Date

 /s/ Chris Pavlovski

 Chief Executive Officer and Chairman

 Chris Pavlovski

 (principal executive officer)

 /s/ Brandon Alexandroff

 Chief Financial Officer

 Brandon Alexandroff

 (principal financial officer and principal accounting officer)

 /s/ Nancy Armstrong

 Nancy Armstrong

 /s/ Robert Arsov

 Robert Arsov

 /s/ Paul Cappuccio

 Paul Cappuccio

 /s/ Ethan Fallang

 Ethan Fallang

 /s/ Ryan Milnes

 Ryan Milnes

 /s/ David Sacks

 David Sacks

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