Current Report Filing (8-k)
May 15 2023 - 4:16PM
Edgar (US Regulatory)
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2023-05-15
2023-05-15
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RUM:ClassCommonStockParValue0.0001PerShareMember
2023-05-15
2023-05-15
0001830081
RUM:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2023-05-15
2023-05-15
iso4217:USD
xbrli:shares
iso4217:USD
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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):
May 15, 2023
Rumble Inc.
(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: (941) 210-0196
(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 |
| Class A common stock, par value $0.0001 per share |
|
RUM |
|
The Nasdaq Global Market |
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
RUMBW |
|
The Nasdaq Global 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.
Item 2.02. Results of Operations and Financial
Condition.
On May 15, 2023, Rumble
Inc. issued a press release announcing its financial results for the quarter ended March 31, 2023. A copy of the press release is furnished
as Exhibit 99.1 hereto and is incorporated by reference herein.
The information included
in this Item 2.02, including the accompanying exhibits, is being furnished and shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
Rumble Social Media
Investors and others should note that we announce
material financial and operational information to our investors using our investor relations website (investors.rumble.com), press
releases, SEC filings and public conference calls and webcasts. We also intend to use certain social media accounts as a means of disclosing
information about us and our services and for complying with our disclosure obligations under Regulation FD: the @rumblevideo Twitter
account (twitter.com/rumblevideo), the @rumble TRUTH Social account (truthsocial.com/@rumble), the @chrispavlovski Twitter
account (twitter.com/chrispavlovski), and the @chris TRUTH Social account (truthsocial.com/@chris), which Chris Pavlovski,
our founder and Chief Executive Officer, also uses as a means for personal communications and observations. The information we post through
these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following
our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of
disclosing the information described above may be updated from time to time as listed on our investor relations website.
The information included
in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act
or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into
any registration statement or other document pursuant to the Securities Act or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
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. |
| |
|
| Date: May 15, 2023 |
By: |
/s/ Michael Ellis |
| |
Name: |
Michael Ellis |
| |
Title: |
General Counsel and Corporate Secretary |
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