UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 15, 2022
(Exact name of registrant as specified in its charter)
| Delaware | 001-40079 | 85-1087461 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
444 Gulf of Mexico Dr, Longboat Key, FL 34228
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 938-5000
CF Acquisition Corp. VI
110 East 59th Street, New York, NY 10022
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) | Name of each exchange on which registered | ||
| The Capital Market | ||||
| The Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
References in this Current Report on Form 8-K (this “Form 8-K”) to: (i) “the Company” are to Rumble Inc., a Delaware corporation, which was formerly known as CF Acquisition Corp. VI (until it was renamed Rumble Inc. in connection with the Closing on the date hereof); (ii) “Legacy Rumble” are to Rumble Inc., a corporation formed under the laws of the Province of Ontario, Canada, (iii) the “Business Combination” are to the previously announced business combination between the Company and Legacy Rumble contemplated by the Business Combination Agreement (the “Business Combination Agreement”), dated as of December 1, 2021, as amended on August 24, 2022, by and between the Company and Legacy Rumble, and (iv) “the Closing” are to the consummation of the Business Combination.
Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings ascribed to such terms in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 12, 2022, as supplemented (the “Proxy Statement”).
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 15, 2022, the Company held a special meeting of stockholders (the “Special Meeting”) in connection with the Business Combination, as further described in the Proxy Statement.
Present at the Special Meeting, via the virtual meeting platform or by proxy, were holders of 21,605,857 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), representing approximately 57% of the voting power of the Common Stock as of July 25, 2022, the record date for the Special Meeting (the “Record Date”), and constituting a quorum for the transaction of business. As of the Record Date, there were 38,200,000 shares of Common Stock issued and outstanding.
At the Special Meeting, the Company’s stockholders voted on and approved the Business Combination Proposal, the election of each director nominee pursuant to the Director Election Proposal, each of the Nasdaq Proposals, the Stock Incentive Plan Proposal, and each of the separate proposals to approve certain material differences to the Company’s charter pursuant to the Charter Amendment Proposals, in each case as defined and described in greater detail in the Proxy Statement and incorporated herein by reference.
The approval of the Business Combination Proposal and the Charter Amendment Proposals each required the affirmative vote of a majority of the issued and outstanding shares of Common Stock as of the Record Date. The approval of the election of each director nominee pursuant to the Director Election Proposal required the affirmative vote of a plurality of the shares of Common Stock cast by the stockholders present via the virtual meeting platform or represented by proxy and entitled to vote thereon at the Special Meeting. The approval of each of the Nasdaq Proposals and the Equity Incentive Plan Proposal required the affirmative vote of the holders of a majority of the shares of Common Stock cast by the stockholders present via the virtual meeting platform or represented by proxy and entitled to vote thereon at the Special Meeting.
The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company’s stockholders, as the Business Combination Proposal, the election of each director nominee pursuant to the Director Election Proposal, each of the Nasdaq Proposals, the Stock Incentive Plan Proposal and each of the Charter Amendment Proposals each received a sufficient number of votes required for approval.
Set forth below are the final voting results for the Proposals. Defined terms used but not defined in the Proposals described below have the meanings ascribed to such terms in the Proxy Statement:
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Proposal No. 1 – The Business Combination Proposal. A proposal to adopt and approve the Business Combination Agreement and to approve the transactions contemplated thereby, including the plan of arrangement (the “Arrangement”) submitted to (and approved by) the Ontario Superior Court of Justice (Commercial List), as further described in the Proxy Statement. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | |||||
| 21,374,321 | 65,379 | 166,157 | |||||
Proposal No. 2 – The Director Election Proposal. A proposal to elect six directors to serve on the Company’s board of directors following the Business Combination until the next applicable annual meeting of stockholders and until their respective successors are duly elected and qualified. The following is a tabulation of the votes with respect to each of the director nominees, each of whom was elected by the Company’s stockholders:
| Name | For | Against | Abstain | |||||||
| Nancy Armstrong | 20,880,907 | 115,774 | 609,176 | |||||||
| Robert Arsov | 20,946,641 | 80,699 | 578,517 | |||||||
| Paul Cappuccio | 20,948,391 | 88,401 | 569,065 | |||||||
| Ethan Fallang | 20,946,902 | 80,652 | 578,303 | |||||||
| Ryan Milnes | 20,942,672 | 79,529 | 583,656 | |||||||
| Christopher Pavlovski | 21,089,323 | 74,676 | 441,858 | |||||||
Proposal No. 3 – The Nasdaq Proposals. Separate proposals to approve the following items, for purposes of complying with The Nasdaq Stock Market Listing Rule 5635:
3A. A proposal to issue up to 63,245,836 shares of Class A common stock, 168,956,526 shares of Class C common stock and 106,428,676 shares of Class D common stock, in each case pursuant to the Business Combination Agreement, and up to an additional 168,956,526 shares of Class A common stock issuable upon conversion of exchangeable shares of 1000045728 Ontario Inc., an indirect subsidiary of the Company (“ExchangeCo Exchangeable Shares”), to be issued pursuant to the Business Combination Agreement. The following is a tabulation of the votes of this proposal, which was approved by the Company’s stockholders.
| For | Against | Abstain | |||||
| 21,037,680 | 229,714 | 338,463 | |||||
3B. A proposal to issue up to 8,500,000 shares of Class A common stock pursuant to the PIPE Investment (as defined in the Proxy Statement). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders.
| For | Against | Abstain | |||||
| 20,974,279 | 241,906 | 389,672 | |||||
Proposal No. 4 – The Stock Incentive Plan Proposal. A proposal to approve the Stock Incentive Plan of the Company in connection with the Business Combination. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | |||||
| 20,284,042 | 880,725 | 441,090 | |||||
Proposal No. 5 – The Post-Merger Charter Amendment Proposals. Separate proposals to amend and restate the Company’s amended and restated certificate of incorporation to adopt the following material differences that will be in effect upon the consummation of Business Combination. The second amended and restated certificate of incorporation is referred to as the “Company Charter.”
5A. A proposal to change the name of the Company to “Rumble Inc.” The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | |||||
| 21,202,877 | 89,878 | 313,102 | |||||
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5B. A proposal to eliminate the the Company Class B common stock, par value $0.0001 per share, as a class of common stock of the Company. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | |||||
| 21,110,459 | 103,024 | 392,374 | |||||
5C. A proposal to create two new classes of common stock, Class C common stock, par value $0.0001 per share (the “Class C Common Stock”), and Class D common stock, par value $0.0001 per share (the “Class D Common Stock”). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | |||||
| 20,408,066 | 724,444 | 473,347 | |||||
5D. A proposal to increase the authorized shares of the Company’s “blank check” preferred stock and Class A Common Stock. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | |||||
| 20,421,502 | 796,611 | 387,744 | |||||
5E. A proposal to provide that the holders of Class A Common Stock and Class C Common Stock will be entitled to one vote per share and the holders of the Class D Common Stock will be entitled to a number of vote per share that represent, upon closing of the Business Combination (the “Closing”) and when taking into account the shares of Class A Common Stock (if any) and Class C Common Stock to be issued to Mr. Pavlovski at Closing, 85% of the voting power of the Company, on a fully-diluted basis. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | |||||
| 20,295,573 | 855,980 | 454,304 | |||||
5F. A proposal to provide that shares of Class C Common Stock are only issuable in connection with the exchange of shares of Rumble for ExchangeCo Exchangeable Shares and shares of Class C Common Stock pursuant to the Arrangement or in respect of stock splits, stock dividends and the like. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | |||||
| 20,974,325 | 183,799 | 447,733 | |||||
5G. A proposal to provide that shares of Class A Common Stock are entitled to dividends and distributions ratably with other Participating Shares (as defined in the Company Charter) and that the shares of Class C Common Stock and Class D Common Stock are not entitled to dividends or distributions, except in the limited circumstances set forth in the Company Charter. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | |||||
| 21,049,501 | 172,022 | 384,334 | |||||
5H. A proposal to provide for the mandatory redemption of the Class C Common Stock and Class D Common Stock on the terms set forth in the Company Charter. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | |||||
| 20,967,291 | 175,051 | 463,515 | |||||
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5I. A proposal to provide for certain transfer restrictions with respect to the Class C Common Stock and Class D Common Stock on the terms set forth in the Company Charter. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | |||||
| 20,973,721 | 167,268 | 464,868 | |||||
5J. A proposal to permit that stockholders can act by written consent to the extent that Qualified Stockholders, together with their “Permitted Transferees” own more than 66.66% of the voting power of the capital stock of the Company. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | |||||
| 20,525,794 | 649,148 | 430,915 | |||||
5K. A proposal to eliminate certain restrictions on business combinations with affiliated parties. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | |||||
| 21,069,080 | 130,582 | 406,195 | |||||
5L. A proposal to approve all other changes, including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the Closing. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | |||||
| 21,085,454 | 115,282 | 405,121 | |||||
| Item 8.01. | Other Events. |
On September 15, 2022, the Company issued a press release announcing, among other things, the results of the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein. The press release disclosed that, in connection with the Business Combination, 30,689 shares of Class A Common Stock, representing approximately 0.1% of the issued and outstanding shares of Class A Common Stock of the Company available for redemption, were redeemed.
On September 16, 2022, the Company and Legacy Rumble issued a press release announcing, among other things, that the Business Combination closed on September 16, 2022, and that the Company’s Class A common stock and warrants are expected to commence trading on the Nasdaq Global Market on September 19, 2022 under the ticker symbols “RUM” and “RUMBW”, respectively. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of CF Acquisition Corp. VI dated September 15, 2022 announcing results of the Special Meeting. | |
| 99.2 | Press Release of CF Acquisition Corp. VI dated September 16, 2022 announcing the closing of the Business Combination. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements regarding the Company’s and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “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. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to assumptions, risks and uncertainties. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. Many factors could cause actual future events to differ from the forward looking-statements in this Current Report on Form 8-K, including but not limited, to failure to realize the anticipated benefits of the business combination; the risk that the business combination disrupts current plans and operations of the Company; costs related to the business combination; the impact of competitors on the Company’s current and future business; unanticipated costs; the ability to maintain the listing of the Company’s stock on Nasdaq, changes in laws and regulations affecting the Company’s business, the ability to implement business plans, forecasts, and other expectations after the completion of the business combination, and identify and realize additional opportunities, risks related to the Company’s limited operating history, the rollout of the Company’s business and the timing of expected business milestones, risks related to the Company’s potential inability to achieve or maintain profitability and generate cash, current and future conditions in the global economy, including as a result of the impact of the COVID-19 pandemic, and their impact on the Company, its business and markets in which it operates, the ability of the Company to retain existing content providers and users and attract new content providers and customers, the potential inability of the Company to manage growth effectively, the enforceability of the Company’s intellectual property, including its patents and the potential infringement on the intellectual property rights of others, the potential for and impact of cyber related attacks, events or issues effecting the Company, its business and operations, and the ability to recruit, train and retain qualified personnel. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the registration statement on Form S-4, which was filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 12, 2022, the Company’s Form 10-Q filed with the SEC on August 15, 2022 and other filings that the Company has filed or will file with the SEC from time to time. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.
5
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RUMBLE INC. (formerly known as CF ACQUISITION CORP. VI) | |||
| By: | /s/ Christopher Pavlovski | ||
| Name: | Christopher Pavlovski | ||
| Title: | Chairman and Chief Executive Officer | ||
Dated: September 16, 2022
6
Exhibit 99.1
CF
Acquisition Corp. VI Announces Stockholder
Approval of the Proposed Combination with Rumble Inc.
TORONTO, CANADA and NEW YORK, NY – September 15, 2022 – CF Acquisition Corp. VI (Nasdaq: CFVI) (“CFVI”), a special purpose acquisition company sponsored by Cantor Fitzgerald, announced today that at a special meeting of the CFVI stockholders (the “Special Meeting”) held today, CFVI’s stockholders voted in favor of the proposed business combination (the “Business Combination”) with Rumble Inc. (“Rumble”) and the related proposals. Only 0.1% of the 30 million CFVI public shares are being redeemed in connection with the meeting. As a result, the completion of the Business Combination is expected to occur as soon as practicable, subject the satisfaction or waiver of remaining customary closing conditions. Following the completion of the Business Combination, the newly combined company will operate as Rumble Inc. and trade on the NASDAQ Stock Exchange under the symbol “RUM.” Assuming that closing is completed on Friday, September 16, trading will continue on NASDAQ, switching from the symbol “CFVI” to the new symbol, “RUM”, at the open of trading on Monday, September 19.
About Rumble
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the Internet to its roots by making it free and open once again.
About CF Acquisition Corp. VI
CFVI is a blank check company led by Chairman and Chief Executive Officer Howard W. Lutnick and sponsored by Cantor Fitzgerald.
About Cantor Fitzgerald
Cantor Fitzgerald, with over 12,000 employees, is a leading global financial services group at the forefront of financial and technological innovation and has been a proven and resilient leader for 77 years. Cantor Fitzgerald is a preeminent investment bank serving more than 5,000 institutional clients around the world, recognized for its strengths in fixed income and equity capital markets, investment banking, SPAC underwriting and PIPE placements, prime brokerage, and commercial real estate on its global distribution platform. Cantor Fitzgerald is one of 24 primary dealers transacting business with the Federal Reserve Bank of New York. For more information, please visit www.cantor.com.
Important Information and Where to Find It
This press release relates to a proposed transaction between Rumble and CFVI. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transaction described herein, CFVI has filed with the SEC an effective registration statement on Form S-4, which includes a proxy statement/prospectus of CFVI, on August 12, 2022 (the “Registration Statement”), and has filed, and will file, other relevant materials with the SEC. The definitive proxy statement/prospectus has been sent to all CFVI stockholders as of the Record Date. Investors and security holders of CFVI are urged to read the Registration Statement, the definitive proxy statement/prospectus (and any supplements thereto, as and when filed), and all other relevant documents filed or to be filed in connection with the proposed transaction because they contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the Registration Statement, the definitive proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by CFVI through the website maintained by the SEC at www.sec.gov.
The documents filed or that will be filed by CFVI with the SEC also may be obtained free of charge upon written request to CF Acquisition Corp. VI, 110 East 59th Street, New York, NY 10022 or via email at CFVI@cantor.com. The documents filed or that will be filed by Rumble or any successor entity of the transaction with the SEC also may be obtained free of charge upon written request to Rumble USA Inc., 444 Gulf of Mexico Drive, Longboat Key, FL 34228.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction between CFVI and Rumble. Such forward-looking statements include, but are not limited to, statements regarding the closing of the transaction and CFVI’s, Rumble’s, or their respective management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “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. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to assumptions, risks and uncertainties. These statements are based on various assumptions, whether or not identified in this press release. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of CFVI and Rumble. Many factors could cause actual future events to differ from the forward looking-statements in this press release, including but not limited, to (i) the risk that the transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the remaining conditions to the consummation of the transaction, (iii) the inability to complete the PIPE offering, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement , (v) the outcome of any legal proceedings that may be instituted against Rumble and/or CFVI related to the business combination agreement, (vi) the ability to maintain the listing of CFVI stock on Nasdaq (or, if applicable, to list and maintain the listing of the combined entity on the NYSE), (vii) costs related to the transactions and the failure to realize anticipated benefits of the transactions, (viii) the effect of the announcement or pendency of the transaction on Rumble’s business relationships, operating results, performance and business generally, (ix) changes in the combined capital structure of Rumble and CFVI following the transactions, (x) changes in laws and regulations affecting Rumble’s business, (xi) risks related to Rumble’s potential inability to achieve or maintain profitability and generate cash, (xii) the enforceability of Rumble’s intellectual property, including its patents and the potential infringement on the intellectual property rights of others, (xiii) the potential for and impact of cyber related attacks, events or issues effecting Rumble, its business and operations, and (xiv) other risks and uncertainties indicated from time to time in the filings of CFVI, including the Registration Statement that CFVI has filed, which includes a proxy statement/prospectus related to the potential business combination. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Rumble and CFVI assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Rumble nor CFVI gives any assurance that either Rumble or CFVI will achieve its expectations.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CFVI or Rumble, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
SOURCE Rumble and CFVI
Exhibit 99.2
Rumble Completes Business Combination with CF Acquisition Corp. VI
Rumble Stock to Trade on the NASDAQ Stock Exchange Under the Symbol “RUM”
Rumble Retains Nearly All Cash in Trust Due to Total Redemptions of 0.1%
LONGBOAT KEY, FL and NEW YORK, NY – September 16, 2022 – Rumble Inc. (“Rumble”), the video-sharing platform, and CF Acquisition Corp. VI (Nasdaq: CFVI) today announced the completion of their previously announced business combination. The merger, which closed today, was approved at a special meeting of stockholders of CFVI on September 15, 2022. The combined company will operate as Rumble Inc. going forward and its common shares and warrants are expected to begin trading on the NASDAQ Stock Exchange under the ticker symbols “RUM” and “RUMBW” respectively, beginning on Monday, September 19, 2022.
The transaction provides Rumble with approximately $400 million in gross proceeds, including approximately $85 million of proceeds from a PIPE financing, $15 million from a Forward Purchase Investment, and approximately $300 million of cash held in a trust account. After payment of transaction expenses, the net proceeds will be used to attract new content creators to the Rumble and Locals platforms, continue to build out Rumble's independent infrastructure, expand Rumble's teams, begin robust marketing of the platform and services, finance future acquisitions, and for other general corporate purposes.
“Today marks an amazing milestone for our company, and one that I have been looking forward to for a long time,” said Chris Pavlovski, Founder and Chief Executive Officer of Rumble. “This transaction allows Rumble to fund a wide range of business initiatives, including the development of our independent infrastructure while we continue to add top creators to our platforms. I am extremely excited to report that despite current market conditions, we have retained nearly all the cash in trust, with nearly zero redemptions from CFVI shareholders. This is truly a vote of confidence in our mission and platform, and I look forward to further delivering for all our constituents going forward.
Lastly, I would like to thank Rumble’s employees who have worked tirelessly to get us where we are today. Congratulations to the entire Rumble team on this incredible achievement,” concluded Chris Pavlovski.
Howard Lutnick, Chairman and CEO of Cantor Fitzgerald and CFVI, stated, “With its massive growth in users and engagement, this is an exciting time for Rumble to become public. I am excited to see ‘RUM’ shares trading in the marketplace.”
Advisors
Cantor Fitzgerald acted as financial and capital markets advisor to CFVI. Hughes Hubbard & Reed LLP, Bennett Jones LLP, and Ellenoff Grossman & Schole LLP acted as legal advisors to CFVI.
Guggenheim Securities, LLC acted as the exclusive financial advisor to Rumble. Oppenheimer & Co. Inc. and D.A. Davidson & Co. acted as capital market advisors to Rumble. Willkie Farr & Gallagher LLP and DLA Piper Canada LLP acted as legal advisors to Rumble.
Cantor Fitzgerald and Guggenheim Securities, LLC served as placement agents for the PIPE financing.
About Rumble
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the Internet to its roots by making it free and open once again. For more information, please visit investors.rumble.com.
About CF Acquisition Corp. VI
CFVI is a blank check company led by Chairman and Chief Executive Officer Howard W. Lutnick and sponsored by Cantor Fitzgerald.
About Cantor Fitzgerald
Cantor Fitzgerald, with over 12,000 employees, is a leading global financial services group at the forefront of financial and technological innovation and has been a proven and resilient leader for 77 years. Cantor Fitzgerald is a preeminent investment bank serving more than 5,000 institutional clients around the world, recognized for its strengths in fixed income and equity capital markets, investment banking, SPAC underwriting and PIPE placements, prime brokerage, and commercial real estate on its global distribution platform. Cantor Fitzgerald & Co. is one of 24 primary dealers transacting business with the Federal Reserve Bank of New York. For more information, please visit www.cantor.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements regarding Rumble's and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intends", "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. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to assumptions, risks and uncertainties. These statements are based on various assumptions, whether or not identified in this press release. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Rumble. Many factors could cause actual future events to differ from the forward looking-statements in this press release, including but not limited, to failure to realize the anticipated benefits of the business combination; the risk that the business combination disrupts current plans and operations of Rumble; costs related to the business combination; the impact of competitors on Rumble’s current and future business; unanticipated costs; the ability to maintain the listing of Rumble’s stock on Nasdaq, changes in laws and regulations affecting Rumble's business, the ability to implement business plans, forecasts, and other expectations after the completion of the business combination, and identify and realize additional opportunities, risks related to Rumble's limited operating history, the rollout of Rumble’s business and the timing of expected business milestones, risks related to Rumble's potential inability to achieve or maintain profitability and generate cash, current and future conditions in the global economy, including as a result of the impact of the COVID-19 pandemic, and their impact on Rumble, its business and markets in which it operates, the ability of Rumble to retain existing content providers and users and attract new content providers and customers, the potential inability of Rumble to manage growth effectively, the enforceability of Rumble's intellectual property, including its patents and the potential infringement on the intellectual property rights of others, the potential for and impact of cyber related attacks, events or issues effecting Rumble, its business and operations, and the ability to recruit, train and retain qualified personnel. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the registration statement on Form S-4, which was filed by CFVI with the Securities and Exchange Commission (the “SEC”) on August 12, 2022, CFVI's Form 10-Q filed with the SEC on August 15, 2022 and other filings that CFVI and Rumble have filed or will file with the SEC from time to time. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Rumble assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Rumble does not give any assurance that it will achieve its expectations.
For investor inquiries, please contact:
Shannon Devine
MZ Group, MZ North America
203-741-8811
rumble@mzgroup.us
For media inquiries, please contact:
Brian Doherty
CRC Advisors
703-731-8569