FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Milnes Ryan
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/16/2022 

3. Issuer Name and Ticker or Trading Symbol

Rumble Inc. [RUM]
(Last)        (First)        (Middle)

PO BOX 20112 BAYFIELD NORTH
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

BARRIE, ONTARIO, Z4 L4M6E9      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class C Common Stock, par value $0.0001 per share 50,254,401 (1)I See footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Exchangeable Shares (2)(3) (3) (3)Class A Common Stock, par value $0.0001 per share 50,254,401 (3) (3)I See footnote (2)

Explanation of Responses:
(1) Includes 16,560,185 shares of Class C Common Stock that are subject to the vesting and forfeiture requirements specified in the Business Combination Agreement (the "BCA"), dated as of December 1, 2021, by and between CF Acquisition Corp. VI (n/k/a Rumble Inc.) (the "Company") and Rumble Inc. (n/k/a Rumble Canada Inc.).
(2) 2286404 Ontario Inc. ("Ontario") is the record holder of the shares. Ontario is wholly owned by Ryan Milnes and therefore, Mr. Milnes has voting and dispositive power over such shares and may be deemed to beneficially own such shares. The business address of Ontario is 2286404 Ontario Inc., PO Box 20112 Bayfield North, Barrie, Ontario, L4M6E9, Canada.
(3) Consists of Exchangeable Shares issued by 1000045728 Ontario Inc., a corporation formed under the laws of the Province of Ontario, Canada, and an indirect subsidiary of the Company. Includes 16,560,185 Exchangeable Shares that are subject to the vesting and forfeiture requirements specified in the BCA. Each Exchangeable Share is exchangeable at the election of the holder thereof for one share of Class A Common Stock of the Company. The Exchangeable Shares are currently exercisable and have no expiration date.

Remarks:
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Milnes Ryan
PO BOX 20112 BAYFIELD NORTH
BARRIE, ONTARIO, Z4 L4M6E9
XX


Signatures
/s/ Michael Ellis, as Attorney-in-Fact9/26/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Exhibit 24

 

POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints Michael Ellis and Sergey Milyukov, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

 

(1)execute for and on behalf of the undersigned, in the undersigned’s capacity as an executive officer and/or director of Rumble Inc. (the “Company”), a Form ID, Forms 3, 4, 5, 13D, and 13G, as applicable, and any other documents necessary to facilitate the filing of reports in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, Forms 3, 4, 5, 13D and 13G, as applicable, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form ID, Forms 3, 4, 5, 13D and 13G, as applicable, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of September, 2022.

 

/s/ Ryan Milnes  
Signature  

 

Printed Name: Ryan Milnes