Group 1 - Rumble Resources Inc. has announced a two-for-one stock split of its issued and outstanding common shares [1][2][3] - Each shareholder of record as of the close of business on the record date will receive one additional share for each share held [1][2][3] - Upon completion of the split, there will be approximately 34,854,000 shares issued and outstanding [1][2][3] Group 2 - All open orders will be purged from the book at the market close on August 25, 2025 [2][3] - Dealers are reminded to re-enter their orders after the market close [2][3] - Trading on a split basis will commence on August 26, 2025 [4]

Group 1 - Rumble is considering an all-stock acquisition of Northern Data AG, valuing the latter at approximately $1.17 billion [1] - The proposed exchange ratio is 2.319 shares of Rumble stock for each share of Northern Data, valuing Northern Data at about $18.27 per share, which is a significant discount compared to its last closing price of €23.02 ($26.81) [1] - Post-transaction, Northern Data shareholders will own about one-third of the combined company, which is estimated to be worth around $4.5 billion [1] Group 2 - Northern Data initially operated as a cryptocurrency mining company but has shifted focus to providing services to companies developing AI tools, capitalizing on the high demand for computing power in this sector [2] - Rumble, which went public in 2022, has recently entered the cloud market to compete against well-funded Silicon Valley giants, launching cloud services aimed at other businesses [2] - Tether, a privately held digital asset company and a major shareholder in both companies, supports the transaction, having invested in Northern Data last year and acquired a stake in Rumble in February [2] - The transaction is contingent upon Northern Data completing the sale of its cryptocurrency mining business, with a non-binding agreement signed with Elektron Energy LP for this sale [2]

Financial Data and Key Metrics Changes - The company reported revenues of $25,100,000, representing a 12% increase year over year, driven by a $1,700,000 increase in audience monetization revenues and a $900,000 increase in other initiatives [21][22] - Adjusted EBITDA loss improved to $20,500,000 compared to a loss of $28,700,000 last year, an $8,200,000 improvement primarily related to the increase in revenue and expiration of programming and content agreements [22] - The company ended the quarter with total liquidity of $306,400,000, including $283,800,000 in cash and cash equivalents and $22,600,000 in Bitcoin holdings [23] Business Line Data and Key Metrics Changes - Audience monetization revenue increased due to Rumble Premium and local subscriptions, licensing, and tipping, offset by a decline in advertising revenue [21] - ARPU increased to $0.42, up 24% sequentially, indicating enhanced monetization strategy attributable to higher subscription and licensing revenue [22] Market Data and Key Metrics Changes - The company maintained 51,000,000 MAUs, marking the eighth consecutive quarter above the 50,000,000 mark, and showing growth compared to the post-midterm elections number in Q2 2023 [9] - The company is seeing increased interest in its cloud business, entering RFP processes with multiple governments and corporate entities, competing with major players like Amazon and Google [50] Company Strategy and Development Direction - The company is focused on M&A strategy and evaluating strategic opportunities, including a potential acquisition of AI company Northern Data [5][6] - The launch of Rumble Wallet is anticipated to drive growth for Rumble's video platform, both domestically and internationally, with a focus on onboarding new creators [15][19] - The company aims for aggressive growth while protecting a free and open Internet, leveraging partnerships, particularly with Tether [19][20] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth of advertising revenue, indicating that CPMs are expected to rise in future quarters [28] - The company is optimistic about the impact of Rumble Wallet on MAU growth, especially in international markets [45][46] - Management highlighted the importance of partnerships in driving future growth and the positive momentum in building out these partnerships [12][16] Other Important Information - The company is experiencing a shift in corporate America, which is seen as a potential tailwind for growth, with notable partnerships being formed [10][11] - The company is actively working on integrating AI into its cloud business, which is viewed as a significant growth opportunity [17][18] Q&A Session Summary Question: Update on advertising growth and RAC - Management confirmed that advertising remains a high priority and is seeing increased publisher inventory coming into RAC, indicating potential growth opportunities [28][29] Question: Onboarding new creators - The company plans to onboard creators using Rumble Studio, which allows multi-streaming across platforms, incentivizing them to promote Rumble Wallet [30][31] Question: Path to positive gross profit and EBITDA - Management indicated that with current financial resources and partnerships, the company is moving towards adjusted EBITDA breakeven, though aggressive growth remains a priority [34][35] Question: MAU evolution and ARPU growth - Management expressed satisfaction with MAU growth, especially without the presence of a major creator, and attributed ARPU growth to successful execution of Rumble Premium [39][40] Question: Marketing initiatives for Rumble Wallet - The marketing strategy will involve both Rumble creators and off-platform initiatives to drive growth for both Rumble Wallet and the video platform [42][43]

Financial Data and Key Metrics Changes - The company reported revenues of $25,100,000, representing a 12% year-over-year increase, driven by a $1,700,000 increase in audience monetization revenues and a $900,000 increase in other initiatives [19][20] - Adjusted EBITDA loss improved to $20,500,000 compared to a loss of $28,700,000 last year, marking an $8,200,000 improvement [20] - The company ended the quarter with total liquidity of $306,400,000, including $283,800,000 in cash and cash equivalents and $22,600,000 in Bitcoin holdings [21] Business Line Data and Key Metrics Changes - Audience monetization revenue increased due to growth in Rumble Premium and local subscriptions, offset by advertising revenue [19] - ARPU increased to $0.42, up 24% sequentially, indicating enhanced monetization strategies [20] Market Data and Key Metrics Changes - The company maintained 51,000,000 MAUs, marking the eighth consecutive quarter above the 50,000,000 mark, and showing growth compared to the post-midterm elections Q2 2023 number [8] Company Strategy and Development Direction - The company is focused on M&A strategy, with a potential acquisition of AI company Northern Data to enhance its cloud business and democratize compute [5][6] - The launch of Rumble Wallet is anticipated to drive growth for Rumble's video platform, both domestically and internationally [12][14] - The company aims to expand partnerships, particularly with Tether, to support aggressive growth while maintaining a free and open Internet [17] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth of advertising revenue and the potential for CPMs to increase in future quarters [27] - The company is optimistic about the impact of Rumble Wallet on international growth and creator onboarding [46][48] Other Important Information - The company has inked strategic partnerships with Cumulus Media and a leading AI player, enhancing its advertising and technology integration capabilities [11] - The company is actively pursuing RFP processes with multiple governments and corporate entities, indicating significant interest in its cloud services [53] Q&A Session Summary Question: Update on advertising growth and RAC - Management confirmed that advertising remains a high priority and noted increased publisher inventory coming into RAC, indicating potential growth opportunities [29] Question: Onboarding more creators - The company plans to use Rumble Studio to attract creators, offering them incentives to promote Rumble Wallet, which is expected to drive creator growth [30][32] Question: Path to positive gross profit and EBITDA - Management indicated that with strong financial resources and partnerships, the company is moving towards adjusted EBITDA breakeven, though aggressive growth remains a priority [34] Question: MAU evolution and ARPU growth - Management expressed satisfaction with MAU growth, especially without the influence of a major creator, and attributed ARPU growth to successful execution of Rumble Premium [40][41] Question: Marketing initiatives for Rumble Wallet - The marketing strategy will involve both Rumble creators and off-platform initiatives to drive growth for Rumble Wallet and the video platform [43][44]

根据双方披露的条款，Rumble拟以每股Northern Data股票兑换2.319股Rumble股票的比例进行交易。根 据计算，该报价对Northern Data的估值约为每股18.3美元，较该公司在法兰克福交易所的最近收盘价折 让约32%。按此计算，交易总价值将达约11.7亿美元。如果依现行条款完成交易，Northern Data股东将 持有Rumble约33.3%的股份。 据了解，Taiga云部门拥有大量英伟达(NVDA.US)GPU芯片库存，包括约20480枚H100芯片及逾2000枚 H200芯片。 Northern Data周一回应称，其董事会正在评估Rumble的潜在收购要约，并愿意展开进一步磋商。 智通财经APP获悉，美国视频平台和云服务提供商Rumble(RUM.US)正考虑以约11.7亿美元(10亿欧元)收 购德国人工智能(AI)云集团Northern Data。 据双方公司声明披露，Rumble于上周日表示，此项交易将使其获得Northern Data旗下GPU资源丰富的 Taiga云业务及大型数据中心部门Ardent的控制权，并计划将两者整合至现有运营体系。 双方特别强调，最终报价(如 ...

[PART I - FINANCIAL INFORMATION](index=7&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This part presents Rumble Inc.'s unaudited condensed consolidated financial statements and related notes for Q2 2025 and 2024 [Item 1. Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section details Rumble Inc.'s unaudited condensed consolidated financial statements for Q2 2025 and 2024, including operations, balance sheets, equity, cash flows, and comprehensive notes [Unaudited Condensed Consolidated Statements of Operations](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) This statement presents Rumble Inc.'s revenues, costs, and net loss for the three and six months ended June 30, 2025 and 2024 Financial Performance (Three Months Ended June 30) | Metric (Three months ended June 30) | 2025 (USD) | 2024 (USD) | Change (%) | | :---------------------------------- | :--------- | :--------- | :--------- | | Revenues | 25,084,631 | 22,469,543 | 12% | | Cost of services | 26,542,307 | 35,692,133 | (26)% | | General and administrative | 11,666,331 | 10,415,016 | 12% | | Sales and marketing | 7,891,526 | 6,274,749 | 26% | | Loss from operations | (26,639,241)| (38,813,572)| (31)% | | Net loss | (30,224,930)| (26,780,700)| 13% | | Loss per share – basic and diluted | (0.12) | (0.13) | (8)% | Financial Performance (Six Months Ended June 30) | Metric (Six months ended June 30) | 2025 (USD) | 2024 (USD) | Change (%) | | :---------------------------------- | :--------- | :--------- | :--------- | | Revenues | 48,791,421 | 40,202,999 | 21% | | Cost of services | 56,578,481 | 67,520,487 | (16)% | | General and administrative | 28,300,054 | 19,737,395 | 43% | | Sales and marketing | 11,530,452 | 9,571,491 | 20% | | Loss from operations | (63,022,510)| (73,818,114)| (15)% | | Net loss | (32,875,123)| (70,070,740)| (53)% | | Loss per share – basic and diluted | (0.13) | (0.35) | (63)% | [Unaudited Condensed Consolidated Balance Sheets](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) This statement provides Rumble Inc.'s financial position, including assets, liabilities, and equity, as of June 30, 2025, and December 31, 2024 Unaudited Condensed Consolidated Balance Sheets | Balance Sheet Item | June 30, 2025 (USD) | December 31, 2024 (USD) | Change (USD) | Change (%) | | :----------------- | :------------------ | :---------------------- | :----------- | :--------- | | Cash and cash equivalents | 283,810,338 | 114,018,900 | 169,791,438 | 149% | | Digital assets | 22,593,025 | - | 22,593,025 | NM | | Total assets | 379,925,966 | 195,312,807 | 184,613,159 | 95% | | Current liabilities| 39,065,051 | 216,736,997 | (177,671,946)| (82)% | | Warrant liability | 24,948,459 | 40,391,302 | (15,442,843) | (38)% | | Total liabilities | 65,704,968 | 258,428,209 | (192,723,241)| (75)% | | Shareholders' equity (deficit) | 314,220,998 | (63,115,402) | 377,336,400 | NM | [Unaudited Condensed Consolidated Statements of Shareholder's Equity (Deficit)](index=11&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Shareholder's%20Equity%20(Deficit)) This statement details changes in Rumble Inc.'s shareholders' equity for the six months ended June 30, 2025 and 2024 - For the six months ended June 30, 2025, Rumble's total shareholders' equity significantly increased from a deficit of **$(63.1) million** to a positive **$314.2 million**. This was primarily driven by a substantial increase in additional paid-in capital from the issuance of Class A Common Stock, partially offset by the net loss for the period and share issuance costs[21](index=21&type=chunk)[22](index=22&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=15&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement summarizes Rumble Inc.'s cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 Unaudited Condensed Consolidated Statements of Cash Flows | Cash Flow Activity (Six months ended June 30) | 2025 (USD) | 2024 (USD) | Variance (USD) | | :-------------------------------------------- | :--------- | :--------- | :------------- | | Operating activities | (30,376,137)| (55,592,070)| 25,215,933 | | Investing activities | (20,752,005)| (9,149,739) | (11,602,266) | | Financing activities | 220,919,580 | (493,347) | 221,412,928 | | Increase/(decrease) in cash and cash equivalents | 169,791,438 | (65,235,156)| 235,026,594 | | Cash and cash equivalents, end of period | 283,810,338 | 153,103,502 | 130,706,836 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=17&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting Rumble Inc.'s unaudited condensed consolidated financial statements [Note 1. Overview and Basis of Presentation](index=17&type=section&id=Note%201.%20Overview%20and%20Basis%20of%20Presentation) This note outlines Rumble Inc.'s business operations and the foundational principles for financial statement preparation - Rumble Inc. operates as a high-growth video sharing platform and cloud services provider[28](index=28&type=chunk) - Financial statements are prepared in accordance with U.S. GAAP and presented in U.S. dollars[29](index=29&type=chunk) - Preparation of financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts[31](index=31&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=18&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) This note describes the key accounting principles and methods applied in preparing Rumble Inc.'s financial statements - Digital assets consist solely of bitcoin, initially recorded at cost and subsequently remeasured at fair value with changes recognized in operations[32](index=32&type=chunk)[33](index=33&type=chunk) - Trade and barter revenue and expense are recognized at fair value for exchanged media campaigns or promotional services[34](index=34&type=chunk) - The Company is evaluating the potential impact of ASU 2023-09 (Income Tax Disclosures) and ASU 2025-01/2024-03 (Expense Disaggregation Disclosures)[35](index=35&type=chunk)[36](index=36&type=chunk) [Note 3. Revenue from Contracts with Customers](index=19&type=section&id=Note%203.%20Revenue%20from%20Contracts%20with%20Customers) This note details Rumble Inc.'s revenue recognition policies and disaggregation of revenue by type Revenue from Contracts with Customers | Revenue Type (Three months ended June 30) | 2025 (USD) | 2024 (USD) | | :---------------------------------------- | :--------- | :--------- | | Audience Monetization | 21,469,232 | 19,742,569 | | Other Initiatives | 3,615,399 | 2,726,974 | | Total revenues | 25,084,631 | 22,469,543 | Revenue from Contracts with Customers | Revenue Type (Six months ended June 30) | 2025 (USD) | 2024 (USD) | | :---------------------------------------- | :--------- | :--------- | | Audience Monetization | 41,412,767 | 35,092,007 | | Other Initiatives | 7,378,654 | 5,110,992 | | Total revenues | 48,791,421 | 40,202,999 | - Deferred revenue balance was **$17,141,007** as of June 30, 2025, and **$12,812,984** as of December 31, 2024, expected to be fully recognized by June 30, 2026[39](index=39&type=chunk) [Note 4. Cash and Cash Equivalents](index=19&type=section&id=Note%204.%20Cash%20and%20Cash%20Equivalents) This note provides a breakdown of Rumble Inc.'s cash and cash equivalents and related financial instruments Cash and Cash Equivalents Breakdown | Cash and Cash Equivalents | June 30, 2025 (USD) | December 31, 2024 (USD) | | :------------------------ | :------------------ | :---------------------- | | Cash | 8,931,903 | 7,344,275 | | Treasury bills, money market funds and term deposits | 274,878,435 | 106,674,625 | | Total | 283,810,338 | 114,018,900 | - The Company has a guarantee/standby letter of credit in the amount of $1,362,500 as of June 30, 2025, and December 31, 2024[41](index=41&type=chunk) [Note 5. Digital Assets](index=20&type=section&id=Note%205.%20Digital%20Assets) This note details Rumble Inc.'s holdings and fair value measurement of digital assets Digital Asset Holdings | Digital Asset | Units | Cost Basis (USD) | Fair Value (USD) | | :------------ | :------- | :--------------- | :--------------- | | Bitcoin | 210.82 | 19,100,000 | 22,593,025 | - Reconciliation of digital asset holdings: Purchase of digital assets $19,100,000, Change in fair value $3,493,025, resulting in a June 30, 2025 balance of $22,593,025[42](index=42&type=chunk) [Note 6. Property and Equipment](index=20&type=section&id=Note%206.%20Property%20and%20Equipment) This note presents the composition and depreciation of Rumble Inc.'s property and equipment Property and Equipment Details | Property and Equipment | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--------------------- | :------------------ | :---------------------- | | Computer hardware | 24,891,175 | 24,577,345 | | Furniture and fixtures | 193,397 | 123,417 | | Leasehold improvements | 2,097,077 | 1,942,799 | | Accumulated depreciation | (12,144,311) | (9,575,485) | | Net carrying value | 15,037,338 | 17,068,076 | - Depreciation expense on property and equipment was **$2,584,287** for the six months ended June 30, 2025, compared to **$2,506,294** for the same period in 2024[43](index=43&type=chunk) [Note 7. Right-of-Use Assets and Lease Liabilities](index=21&type=section&id=Note%207.%20Right-of-Use%20Assets%20and%20Lease%20Liabilities) This note outlines Rumble Inc.'s right-of-use assets and corresponding lease liabilities Right-of-Use Assets and Lease Liabilities | Lease Information | June 30, 2025 (USD) | December 31, 2024 (USD) | | :----------------------- | :------------------ | :---------------------- | | Right-of-use assets, net | 2,343,925 | 1,753,100 | | Lease liabilities, current | 1,223,850 | 1,000,643 | | Lease liabilities, non-current | 1,191,458 | 799,910 | - Future minimum lease payments as of June 30, 2025: $717,845 for 2025, $1,312,237 for 2026, and $627,722 for 2027[47](index=47&type=chunk) [Note 8. Intangible Assets](index=22&type=section&id=Note%208.%20Intangible%20Assets) This note details Rumble Inc.'s intangible assets, including amortization expense and future amortization schedule Intangible Assets Net Carrying Value | Intangible Asset (Net Carrying Value) | June 30, 2025 (USD) | December 31, 2024 (USD) | | :------------------------------------ | :------------------ | :---------------------- | | Intellectual property | 248,248 | 282,100 | | Domain name | 363,676 | 380,359 | | Brand | 811,031 | 875,231 | | Software and technology | 19,231,445 | 22,251,545 | | Internal software development | 5,767,502 | 5,244,567 | | Assembled workforce | 90,777 | 272,333 | | Total | 26,512,679 | 29,306,135 | - Amortization expense related to intangible assets was **$4,310,582** for the six months ended June 30, 2025, compared to **$3,484,067** for the same period in 2024[48](index=48&type=chunk) - Future amortization expense for intangible assets: $4,292,505 for the remainder of 2025, $8,149,131 for 2026, and $7,457,204 for 2027[49](index=49&type=chunk) [Note 9. Derivative Liability](index=23&type=section&id=Note%209.%20Derivative%20Liability) This note describes the derivative liability arising from Rumble Inc.'s strategic investment transaction with Tether - Strategic investment of **$775 million** from Tether for **103,333,333 shares** of Class A Common Stock at **$7.50 per share**[50](index=50&type=chunk) - Company repurchased **70,000,000 shares** of Class A Common Stock for **$525 million** as part of the transaction[51](index=51&type=chunk)[53](index=53&type=chunk) - A gain on fair value of the derivative of **$9,700,000** was recognized during the six months ended June 30, 2025[53](index=53&type=chunk) [Note 10. Other Liability](index=23&type=section&id=Note%2010.%20Other%20Liability) This note provides information on Rumble Inc.'s other liabilities - Other liability balance: $500,000 as of June 30, 2025, and December 31, 2024[54](index=54&type=chunk) [Note 11. Shareholders' Equity (Deficit)](index=24&type=section&id=Note%2011.%20Shareholders'%20Equity%20(Deficit)) This note details the composition of Rumble Inc.'s share capital and contingently issuable shares Common Stock Issued & Outstanding | Common Stock Class | Number Issued & Outstanding (June 30, 2025) | Number Issued & Outstanding (Dec 31, 2024) | | :----------------- | :---------------------------------------- | :--------------------------------------- | | Class A | 215,171,066 | 118,808,857 | | Class C | 123,690,470 | 165,153,621 | | Class D | 95,791,120 | 105,782,403 | | Total | 434,652,656 | 389,744,881 | - Contingent earnout shares: Up to **105,000,000 Class A shares** for former Legacy Rumble holders and **1,973,750 for the Sponsor**, contingent on Class A stock price reaching **$15.00 and $17.50** by September 16, 2027[55](index=55&type=chunk) [Note 12. Share-Based Compensation Expense](index=25&type=section&id=Note%2012.%20Share-Based%20Compensation%20Expense) This note outlines Rumble Inc.'s share-based compensation expense and activity for RSUs and stock options - Total share-based compensation expense was **$14,064,097** for the six months ended June 30, 2025, compared to **$8,605,289** for the same period in 2024[26](index=26&type=chunk) - **Restricted Stock Units (RSUs) Activity (Six months ended June 30, 2025):** * Outstanding, December 31, 2024: 2,226,775 (Service), 676,243 (Market), 0 (Performance) * Granted: 884,758 (Service), 0 (Market), 161,551 (Performance) * Vested: (837,627) (Service), 0 (Market), 0 (Performance) * Outstanding, June 30, 2025: 2,195,322 (Service), 400,000 (Market), 161,551 (Performance)[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) - **Stock Options Activity (Six months ended June 30, 2025):** * Outstanding, December 31, 2024: 62,285,572 (Service), 580,139 (Performance) * Granted: 2,462,417 (Service), 0 (Performance) * Exercised: (20,906,170) (Service), 0 (Performance) * Outstanding, June 30, 2025: 43,631,372 (Service), 580,139 (Performance)[65](index=65&type=chunk)[66](index=66&type=chunk) - Unrecognized compensation cost as of June 30, 2025: **$11,593,164** for service-condition RSUs, **$868,977** for market-condition RSUs, **$1,374,799** for performance-condition RSUs. Unrecognized compensation cost as of June 30, 2025: **$23,988,360** for service-condition stock options, **$2,453,988** for performance-condition stock options[64](index=64&type=chunk)[68](index=68&type=chunk) [Note 13. Loss per Share](index=30&type=section&id=Note%2013.%20Loss%20per%20Share) This note explains the calculation of basic and diluted loss per share for Rumble Inc. - Basic loss per share is computed using Class A and ExchangeCo Shares, excluding contingently issuable shares and non-economic Class D shares[73](index=73&type=chunk) - Diluted loss per share is equal to basic loss per share because the inclusion of potentially issuable shares would be anti-dilutive[74](index=74&type=chunk) [Note 14. Commitments and Contingencies](index=30&type=section&id=Note%2014.%20Commitments%20and%20Contingencies) This note discloses Rumble Inc.'s contractual commitments and potential legal contingencies - Non-cancelable contractual commitments: Approximately **$41 million** as of June 30, 2025, primarily for programming and content, to be paid over two years[75](index=75&type=chunk) - Lawsuit against Rumble and a shareholder seeking rescission of a share redemption or damages of approximately **$419.0 million**; the company considers the likelihood of payment remote[79](index=79&type=chunk) [Note 15. Fair Value Measurements](index=31&type=section&id=Note%2015.%20Fair%20Value%20Measurements) This note describes Rumble Inc.'s fair value measurements for financial instruments, including digital assets and liabilities Fair Value Measurements | Fair Value Item (June 30, 2025) | Level 1 (USD) | Level 2 (USD) | Level 3 (USD) | | :------------------------------ | :------------ | :------------ | :------------ | | Digital Assets | 22,593,025 | - | - | | Warrant Liability | - | 24,948,459 | - | | Derivative Liability | - | - | - | - Digital assets (Bitcoin) are remeasured at fair value based on exchange quoted prices[81](index=81&type=chunk) - Warrant liability is measured at fair value based on the trading price of Rumble's publicly traded warrants. Derivative liability related to the Tether transaction was settled on February 7, 2025, with a fair value of **$174,999,998** at settlement[82](index=82&type=chunk)[83](index=83&type=chunk)[144](index=144&type=chunk) [Note 16. Credit and Concentration Risks](index=31&type=section&id=Note%2016.%20Credit%20and%20Concentration%20Risks) This note discusses Rumble Inc.'s exposure to credit and concentration risks from customers and financial institutions - No single customer represented **10%** or more of total revenue for the three and six months ended June 30, 2025. For the three and six months ended June 30, 2024, one customer accounted for **26%** and **21%** of revenue, respectively[86](index=86&type=chunk) - Cash and cash equivalents are held in reputable banks, and the risk of loss is considered remote[85](index=85&type=chunk) [Note 17. Related Party Transactions](index=32&type=section&id=Note%2017.%20Related%20Party%20Transactions) This note details transactions and compensation involving Rumble Inc.'s related parties - Compensation to related parties: **$13,593,810** for the six months ended June 30, 2025 (vs. **$7,130,608** in 2024). Share-based compensation to key management: **$8,970,789** for the six months ended June 30, 2025 (vs. **$4,852,905** in 2024)[88](index=88&type=chunk) - Revenue from Tether Operations S.A. de C.V. (affiliate of significant shareholder): **$987,500** for the three and six months ended June 30, 2025[89](index=89&type=chunk) - Expenses to Cosmic Inc. (controlled by CEO and board member): **$1,562,034** for the six months ended June 30, 2025 (vs. **$1,663,609** in 2024)[90](index=90&type=chunk) [Note 18. Segment and Geographic Information](index=33&type=section&id=Note%2018.%20Segment%20and%20Geographic%20Information) This note provides information on Rumble Inc.'s operating segment and revenue distribution by geographic region - Rumble operates as one operating segment[93](index=93&type=chunk) Geographic Revenue Distribution | Geographic Region (Six months ended June 30) | 2025 (USD) | 2024 (USD) | | :------------------------------------------- | :--------- | :--------- | | United States | 44,305,508 | 37,808,444 | | Canada | 764,638 | 1,121,494 | | Other | 3,721,275 | 1,273,061 | | Total Revenues | 48,791,421 | 40,202,999 | - Long-lived assets (property and equipment, net) in the United States: **$14,798,425** as of June 30, 2025[95](index=95&type=chunk) [Note 19. Subsequent Events](index=34&type=section&id=Note%2019.%20Subsequent%20Events) This note discloses any material events occurring after the reporting period for Rumble Inc. - No material subsequent events were identified through August 11, 2025[96](index=96&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Rumble's financial condition, operational results, key metrics, liquidity, and accounting policies for Q2 2025 and 2024 [Overview](index=35&type=section&id=Overview) This section provides a high-level introduction to Rumble Inc.'s business and recent strategic developments - Rumble is a high-growth video sharing platform and cloud services provider[98](index=98&type=chunk) - Strategic investment of **$775 million** from Tether closed on February 7, 2025, involving the purchase of **103,333,333 Class A Common Stock shares** and a tender offer to repurchase **70,000,000 shares**[99](index=99&type=chunk) [Revenues](index=35&type=section&id=Revenues) This section defines Rumble Inc.'s revenue streams, including audience monetization and other initiatives - **Audience Monetization** includes advertising fees, subscription fees (Rumble Premium, Locals, badges), content licensing, pay-per-view, tipping, and platform hosting fees[101](index=101&type=chunk) - **Other Initiatives** includes digital advertisements on third-party publisher websites/mobile applications and cloud services (consumption-based fees, infrastructure subscriptions, professional services)[102](index=102&type=chunk) [Expenses](index=36&type=section&id=Expenses) This section outlines Rumble Inc.'s primary expense categories and expected future investment for growth - Primary expense categories: Cost of services (programming and content, service provider costs), general and administrative, research and development, sales and marketing, acquisition-related transaction costs, amortization and depreciation, changes in fair value of digital assets, and changes in fair value of contingent consideration[103](index=103&type=chunk) - The company expects to continue investing substantial resources to support growth, anticipating increases in absolute dollar amounts for these expense categories[104](index=104&type=chunk) [Key Business Metrics](index=38&type=section&id=Key%20Business%20Metrics) This section presents Rumble Inc.'s key operational metrics, including MAUs and ARPU, and their trends - MAUs (GA4) were **51 million** on average in Q2 2025, a **14% decrease** from Q1 2025, attributed to a slowdown in news and political commentary[126](index=126&type=chunk) - ARPU was **$0.42** in Q2 2025, a **24% increase** from Q1 2025, due to higher subscription and licensing revenue[128](index=128&type=chunk) - The transition from Universal Analytics (UA) to Google Analytics 4 (GA4) for MAU calculation may affect comparability with prior periods[120](index=120&type=chunk) [Results of Operations](index=40&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of Rumble Inc.'s financial performance for the periods presented [Comparisons for three months ended June 30, 2025 and 2024](index=40&type=section&id=Comparisons%20for%20three%20months%20ended%20June%2030,%202025%20and%202024) This section compares Rumble Inc.'s financial results for the three months ended June 30, 2025, against the prior year Financial Performance (Three Months Ended June 30) | Metric (Three months ended June 30) | 2025 (USD) | 2024 (USD) | Variance ($) | Variance (%) | | :---------------------------------- | :--------- | :--------- | :----------- | :----------- | | Revenues | 25,084,631 | 22,469,543 | 2,615,088 | 12% | | Cost of services | 26,542,307 | 35,692,133 | (9,149,826) | (26)% | | General and administrative | 11,666,331 | 10,415,016 | 1,251,315 | 12% | | Sales and marketing | 7,891,526 | 6,274,749 | 1,616,777 | 26% | | Acquisition-related transaction costs | 2,388,105 | - | 2,388,105 | NM | | Changes in fair value of digital assets | (5,192,441)| - | (5,192,441) | NM | | Change in fair value of warrant liability | (6,461,861)| 10,014,200 | (16,476,061) | (165)% | | Net loss | (30,224,930)| (26,780,700)| (3,444,230) | 13% | - Audience Monetization revenues increased by **$1.7 million**, driven by **$4.4 million** in higher subscriptions and **$1.0 million** from licensing/tipping, offset by a **$3.7 million** decrease in advertising revenue[132](index=132&type=chunk) - Cost of services decreased by **$9.1 million** due to a **$10.1 million** reduction in programming and content costs[133](index=133&type=chunk) [Comparisons for six months ended June 30, 2025 and 2024](index=43&type=section&id=Comparisons%20for%20six%20months%20ended%20June%2030,%202025%20and%202024) This section compares Rumble Inc.'s financial results for the six months ended June 30, 2025, against the prior year Financial Performance (Six Months Ended June 30) | Metric (Six months ended June 30) | 2025 (USD) | 2024 (USD) | Variance ($) | Variance (%) | | :---------------------------------- | :--------- | :--------- | :----------- | :----------- | | Revenues | 48,791,421 | 40,202,999 | 8,588,422 | 21% | | Cost of services | 56,578,481 | 67,520,487 | (10,942,006) | (16)% | | General and administrative | 28,300,054 | 19,737,395 | 8,562,659 | 43% | | Sales and marketing | 11,530,452 | 9,571,491 | 1,958,961 | 20% | | Acquisition-related transaction costs | 2,388,105 | - | 2,388,105 | NM | | Changes in fair value of digital assets | (3,493,025)| - | (3,493,025) | NM | | Change in fair value of warrant liability | 15,442,843 | (723,695) | 16,166,538 | (2,234)% | | Change in fair value of derivative | 9,700,000 | - | 9,700,000 | NM | | Net loss | (32,875,123)| (70,070,740)| 37,195,617 | (53)% | - Audience Monetization revenues increased by **$6.3 million**, driven by **$8.1 million** in higher subscription fees and **$1.8 million** from licensing/tipping, offset by a **$3.6 million** decrease in advertising[147](index=147&type=chunk) - General and administrative expenses increased by **$8.6 million**, including a one-time **$4.8 million** increase in compensation costs for executive/director departures and a **$2.3 million** increase in payroll taxes related to stock options[149](index=149&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses Rumble Inc.'s cash position, digital assets, and sources and uses of capital - Cash and cash equivalents: **$284 million** as of June 30, 2025[160](index=160&type=chunk) - Digital asset holdings (Bitcoin): **$22.6 million (210.82 bitcoin)** as of June 30, 2025[161](index=161&type=chunk) - Net cash provided by financing activities: **$220,919,581** for the six months ended June 30, 2025, primarily from the Tether strategic investment[163](index=163&type=chunk)[166](index=166&type=chunk) - Minimum contractual cash commitment for programming and content agreements: **$34 million** as of June 30, 2025[162](index=162&type=chunk) [Summary of Quarterly Results](index=46&type=section&id=Summary%20of%20Quarterly%20Results) This section provides a historical overview of Rumble Inc.'s quarterly revenue and net loss performance Summary of Quarterly Results | Quarter | Total Revenue (USD) | Net Loss (USD) | | :-------- | :------------------ | :------------- | | Jun 30, 2025 | 25,084,631 | (30,244,930) | | Mar 31, 2025 | 23,706,790 | (2,650,193) | | Dec 31, 2024 | 30,228,287 | (236,752,626) | | Sep 30, 2024 | 25,056,904 | (31,539,413) | | Jun 30, 2024 | 22,469,543 | (26,780,700) | | Mar 31, 2024 | 17,733,456 | (43,290,040) | | Dec 31, 2023 | 20,391,872 | (29,277,227) | | Sep 30, 2023 | 17,982,150 | (29,021,042) | [Non-GAAP Financial Measures](index=47&type=section&id=Non-GAAP%20Financial%20Measures) This section reconciles Rumble Inc.'s non-GAAP financial measures, specifically Adjusted EBITDA, to GAAP net loss Adjusted EBITDA Reconciliation | Adjusted EBITDA Reconciliation (Six months ended June 30) | 2025 (USD) | 2024 (USD) | | :------------------------------------------------------ | :--------- | :--------- | | Net loss | (32,875,123)| (70,070,740)| | Amortization and depreciation | 6,894,869 | 5,990,361 | | Share-based compensation expense | 14,064,097 | 11,320,275 | | Interest income | (5,083,231)| (4,696,118)| | Other expense | 47,377 | 73,577 | | Income tax expense | 31,310 | 151,472 | | Change in fair value of warrants liability | (15,442,843)| 723,695 | | Change in fair value of digital assets | (3,493,025)| - | | Change in fair value of contingent consideration | - | 1,354,357 | | Change in fair value of derivative | (9,700,000)| - | | Acquisition-related transaction costs | 2,388,105 | - | | Adjusted EBITDA | (43,168,464)| (55,153,121)| - Adjusted EBITDA is defined as net income (loss) excluding interest income (expense), net, other income (expense), net, provision for income taxes, depreciation and amortization, share-based compensation expense, acquisition-related expense, change in fair value of warrants, change in fair value of digital assets, change in fair value of contingent consideration, and change in the fair value of derivative[168](index=168&type=chunk) [Critical Accounting Policies and Estimates](index=48&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section highlights Rumble Inc.'s accounting policies requiring significant management judgment and estimation - **Share-based Compensation:** Fair value estimated using Black-Scholes (service condition), Monte Carlo simulation (market condition), and probability assessment (performance condition)[174](index=174&type=chunk)[175](index=175&type=chunk)[176](index=176&type=chunk)[177](index=177&type=chunk) - **Income Taxes:** Significant judgment in determining provision and evaluating uncertain tax positions[178](index=178&type=chunk)[179](index=179&type=chunk) - **Trade and Barter Transactions:** Revenue recorded at fair value of products/services received or standalone selling price of advertising inventory[180](index=180&type=chunk) - **Arrangement to Sell Shares to Tether:** Accounted for as a single derivative unit due to contemporaneous agreements, contingency, and shared underlying price risk[181](index=181&type=chunk) [New Accounting Pronouncements](index=49&type=section&id=New%20Accounting%20Pronouncements) This section refers to disclosures regarding recently issued accounting pronouncements affecting Rumble Inc. - Refer to Note 2 of the Annual Financial Statements for new accounting pronouncements[182](index=182&type=chunk) [JOBS Act Accounting Election](index=49&type=section&id=JOBS%20Act%20Accounting%20Election) This section states Rumble Inc.'s election to adopt new accounting standards under private company timelines as an emerging growth company - Rumble, as an emerging growth company, elects to adopt new or revised accounting standards under private company adoption timelines[183](index=183&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Rumble is exposed to credit and concentration risk on its cash, cash equivalents, and accounts receivable, though cash is held in high-credit-standing institutions and customer concentration has decreased. The company also faces interest rate risk on its cash and cash equivalents, but due to short-term maturities and low-risk investments, a 10% interest rate change would not have a material effect - **Credit and Concentration Risk:** Exposed to credit risk on cash, cash equivalents, and accounts receivable. No single customer represented **10%** or more of total revenue or accounts receivable for the three and six months ended June 30, 2025[186](index=186&type=chunk) - **Interest Rate Risk:** Exposed to interest rate risk on **$283.8 million** in cash and cash equivalents; however, due to short-term maturities and low-risk profile, a **10%** interest rate change would not materially affect fair value[187](index=187&type=chunk) [Item 4. Control and Procedures](index=51&type=section&id=Item%204.%20Control%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025. While there were no material changes in internal control over financial reporting during the period, the company is actively remediating previously identified material weaknesses related to the design of key controls, particularly for content creator agreements, through hiring and formalizing policies - Disclosure controls and procedures were effective as of June 30, 2025[188](index=188&type=chunk) - No material changes in internal control over financial reporting during the period[189](index=189&type=chunk) - Material weaknesses in internal control over financial reporting as of December 31, 2024, related to inadequate design of certain key controls (e.g., account reconciliation, completeness/accuracy of content creator agreements) are being remediated through additional skilled personnel and formalization of policies[190](index=190&type=chunk) [PART II - OTHER INFORMATION](index=52&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This part provides additional information on Rumble Inc.'s legal proceedings, risk factors, equity sales, and other disclosures [Item 1. Legal Proceedings](index=52&type=section&id=Item%201.%20Legal%20Proceedings) Rumble is involved in various legal proceedings, including two antitrust lawsuits against Google (one dismissed on statute of limitations grounds, appealed; another transferred to MDL), a $419.0 million lawsuit alleging fraudulent misrepresentation (company considers remote), a successful preliminary injunction against New York's Social Media Law, an antitrust lawsuit against advertising entities, a dismissed copyright infringement case (appealed), a successful summary judgment against California's AB 2655, and ongoing actions against Brazilian Supreme Court Justice Alexandre de Moraes for content blocking - **Antitrust Lawsuits against Google:** * First lawsuit (**January 2021**) alleging self-preferencing by Google was dismissed on statute of limitations grounds in **May 2025**; Company filed an appeal[194](index=194&type=chunk) * Second lawsuit (**May 2024**) alleging monopolization of online advertising market was transferred to a Multidistrict Litigation proceeding[195](index=195&type=chunk) - **Kosmayer Investment Inc. (KII) Lawsuit:** Lawsuit seeking rescission of share redemption or **$419.0 million** in damages for alleged fraudulent misrepresentation; Company believes allegations are meritless[196](index=196&type=chunk) - **New York Social Media Law:** Court granted preliminary injunction halting enforcement of the law, with an appeal pending to the state high court for interpretation[197](index=197&type=chunk) - **Antitrust Lawsuit against World Federation of Advertisers, WPP plc, and GroupM Worldwide LLC:** Filed in **August 2024**, alleging conspiracy to withhold advertising revenue; defendants filed a motion to dismiss[198](index=198&type=chunk) - **Brazilian Content Blocking Orders:** Filed a complaint and amended complaints against Brazilian Supreme Court Justice Alexandre de Moraes related to content blocking orders[201](index=201&type=chunk) - **California AB 2655:** Judge granted summary judgment motion from the bench, ruling Section 230 preempted all of AB 2655[200](index=200&type=chunk) [Item 1A. Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously reported risk factors, but new risks include potential adverse effects from prolonged or escalating trade disputes on business, financial condition, and results of operations. Additionally, the upcoming transition to Large Accelerated Filer status by December 31, 2025, will impose more stringent reporting and compliance obligations, requiring significant resources and potentially diverting management's focus - **Trade Disputes Risk:** Prolonged or escalating trade disputes could adversely affect business, financial condition, and results of operations due to increased costs, supply chain disruptions, and reduced demand[206](index=206&type=chunk)[207](index=207&type=chunk) - **Large Accelerated Filer Transition Risk:** Transitioning to Large Accelerated Filer status by **December 31, 2025**, will require significant additional resources for compliance with more stringent reporting and internal control obligations, potentially straining financial/operational resources and diverting management's focus[208](index=208&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report during the quarter ended June 30, 2025 - None[210](index=210&type=chunk) [Item 3. Defaults Upon Senior Securities](index=55&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company - Not applicable[211](index=211&type=chunk) [Item 4. Mine Safety Disclosures](index=55&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[212](index=212&type=chunk) [Item 5. Other Information](index=55&type=section&id=Item%205.%20Other%20Information) None of the company's directors or Section 16 officers adopted or terminated trading arrangements during Q2 2025 - No directors or Section 16 officers adopted or terminated Rule 10b5-1 trading arrangements during Q2 2025[213](index=213&type=chunk) [Item 6. Exhibits](index=56&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, this Quarterly Report - List of exhibits includes certifications of principal executive and financial officers and Inline XBRL documents[216](index=216&type=chunk) [SIGNATURES](index=57&type=section&id=SIGNATURES) The report is duly signed on behalf of Rumble Inc. by its Chief Executive Officer and Chief Financial Officer - Report signed by Chris Pavlovski (CEO and Chairman) and Brandon Alexandroff (CFO) on August 11, 2025[220](index=220&type=chunk)

[Rumble Q2 2025 Earnings Report](index=1&type=section&id=Rumble%20Q2%202025%20Earnings%20Report) [Q2 2025 Financial & Operational Highlights](index=1&type=section&id=Q2%202025%20Financial%20%26%20Operational%20Highlights) Rumble reported a 12% year-over-year revenue increase to $25.1 million and improved its Adjusted EBITDA loss to $20.5 million Q2 2025 Key Financial Metrics | Metric | Q2 2025 | Change (YoY/QoQ) | | :--- | :--- | :--- | | Revenue | $25.1 million | +12% YoY | | Net Loss | $30.2 million | Increased from $26.8M loss YoY | | Adjusted EBITDA | -$20.5 million | $8.2M improvement YoY | | MAUs | 51 million | -14% QoQ | | ARPU | $0.42 | +24% QoQ | | Total Liquidity (as of June 30) | $306.4 million | N/A | - The decrease in Monthly Active Users (MAUs) from 59 million in Q1 2025 is attributed to a slowdown in news and political commentary outside of a U.S. election cycle[2](index=2&type=chunk) - Strategic developments in Q2 include partnerships with the Tampa Bay Buccaneers and TRON DAO, the appointment of a new Chief Marketing Officer, and the inclusion of Rumble's Class A shares in the **Russell 2000® and 3000® Indexes**[2](index=2&type=chunk) [Management Commentary](index=2&type=section&id=Management%20Commentary) Management highlighted the company's entry into a new phase of aggressive growth, supported by recent investments and a focus on future initiatives - The company is entering a new phase of **aggressive growth**, aiming to compete with and surpass big tech peers[4](index=4&type=chunk) - Future growth is expected to be driven by the upcoming launch of **Rumble Wallet** and expanding **cloud and AI initiatives**[4](index=4&type=chunk) - Recent strategic partnerships with Cumulus Media, MoonPay, and a top AI innovator are building momentum for the company[4](index=4&type=chunk) [Q2 2025 Financial Performance Analysis](index=2&type=section&id=Q2%202025%20Financial%20Performance%20Analysis) Revenue grew 12% YoY to $25.1 million while cost of services decreased significantly, though operating expenses showed mixed results [Revenue Analysis](index=2&type=section&id=Revenue%20Analysis) Revenue increased by $2.6 million year-over-year, driven by growth in Audience Monetization and Other Initiatives Q2 2025 Revenue Breakdown (YoY Change) | Revenue Component | Change (YoY) | Key Driver(s) | | :--- | :--- | :--- | | **Audience Monetization** | +$1.7M | +$4.4M Subscriptions, -$3.7M Advertising | | **Other Initiatives** | +$0.9M | +$0.8M Cloud Services | | **Total Revenue** | **+$2.6M** | **Overall growth in subscriptions and cloud** | [Expense Analysis](index=2&type=section&id=Expense%20Analysis) Cost of services decreased by 26% due to lower content costs, while G&A and sales & marketing expenses increased Q2 2025 Expense Changes (YoY) | Expense Category | Q2 2025 Value | YoY Change | Reason for Change | | :--- | :--- | :--- | :--- | | Cost of services | $26.5M | -26% | $10.1M reduction in content costs | | General and administrative | $11.7M | +12% | $1.5M rise in administrative/professional fees | | Research and development | $4.8M | -9% | Reduction in payroll and other R&D costs | | Sales and marketing | $7.9M | +26% | $1.3M increase in marketing activities | [Key Performance Indicators (KPIs)](index=3&type=section&id=Key%20Performance%20Indicators%20(KPIs)) The company tracks audience engagement and monetization through MAUs and ARPU, noting a change in Google's analytics platform may impact data comparability - Monthly Active Users (MAUs) are defined as the total number of distinct web, mobile app, and connected TV users each month, as calculated by Google Analytics[12](index=12&type=chunk) - The transition from Google's Universal Analytics (UA) to Google Analytics 4 (GA4) in July 2023 may affect the comparability of MAU figures reported before and after this date[13](index=13&type=chunk) - Average Revenue Per User (ARPU) is calculated by dividing quarterly Audience Monetization revenue by the MAUs for that quarter and does not include revenue from Other Initiatives[14](index=14&type=chunk) [Subsequent Events](index=2&type=section&id=Subsequent%20Events) Post-quarter end, Rumble announced key strategic partnerships with MoonPay and Cumulus Media and appointed a new VP of Sales for Rumble Cloud - Announced an exclusive partnership with MoonPay to provide crypto on and off-ramps for the **Rumble Wallet**, which is expected to launch in Q3 2025[6](index=6&type=chunk) - Appointed tech industry veteran Ian O'Donnell, with prior leadership roles at Google Cloud and Microsoft, as Vice President of Sales for Rumble Cloud[6](index=6&type=chunk) - Entered a strategic partnership with Cumulus Media to address the convergence of podcasting and video in the media landscape[6](index=6&type=chunk) [Financial Statements (Unaudited)](index=8&type=section&id=Financial%20Statements%20(Unaudited)) The unaudited statements show a quarterly net loss of $30.2 million, a strong cash position of $283.8 million, and significant cash inflow from financing activities [Condensed Consolidated Interim Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Operations) The company reported a net loss of $30.2 million for the quarter on revenues of $25.1 million and total expenses of $51.7 million Q2 Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenues | $25,084,631 | $22,469,543 | | Total Expenses | $51,723,872 | $61,283,115 | | Loss from Operations | $(26,639,241) | $(38,813,572) | | Net Loss | $(30,224,930) | $(26,780,700) | | Loss per Share | $(0.12) | $(0.13) | [Condensed Consolidated Interim Balance Sheets](index=9&type=section&id=Condensed%20Consolidated%20Interim%20Balance%20Sheets) Total assets grew to $379.9 million, driven by a substantial increase in cash, while shareholders' equity turned positive to $314.2 million Balance Sheet Highlights (Unaudited) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $283,810,338 | $114,018,900 | | Digital assets | $22,593,025 | - | | Total Assets | $379,925,966 | $195,312,807 | | Total Liabilities | $65,704,968 | $258,428,209 | | Total Shareholders' Equity (Deficit) | $314,220,998 | $(63,115,402) | [Condensed Consolidated Interim Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Cash%20Flows) Financing activities provided $220.9 million in cash, offsetting cash used in operations and investing, resulting in a net cash increase of $169.8 million Six-Month Cash Flow Summary (Unaudited) | Cash Flow Category | Six Months Ended June 30, 2025 | | :--- | :--- | | Net cash used in operating activities | $(30,376,137) | | Net cash used in investing activities | $(20,752,005) | | Net cash provided by financing activities | $220,919,580 | | **Net increase in cash** | **$169,791,438** | [Reconciliation of GAAP to Non-GAAP Measures](index=12&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Measures) The company's Adjusted EBITDA loss improved by $8.2 million year-over-year to $20.5 million after reconciling from a GAAP Net Loss of $30.2 million Reconciliation of Net Loss to Adjusted EBITDA (Unaudited) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net loss | $(30,224,930) | $(26,780,700) | | Adjustments (e.g., D&A, SBC, etc.) | $9,762,807 | $(1,893,504) | | **Adjusted EBITDA** | **$(20,462,123)** | **$(28,674,204)** | - Adjusted EBITDA is used by management to identify business trends that might be masked by non-cash or non-recurring items included in the GAAP net loss calculation[16](index=16&type=chunk) [Disclosures](index=5&type=section&id=Disclosures) This section contains important forward-looking statements, outlines potential risks, and details the company's use of social media for material disclosures [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) The report contains forward-looking statements based on current expectations that are subject to numerous risks and uncertainties - This section cautions investors that actual results could differ materially from those expressed in forward-looking statements due to a wide range of risks and uncertainties[19](index=19&type=chunk)[20](index=20&type=chunk) [Social Media Disclosures](index=7&type=section&id=Social%20Media%20Disclosures) Rumble uses its investor relations website and specific social media accounts as primary channels for disclosing material information - Investors should monitor the company's investor relations website and designated social media accounts on X (formerly Twitter) and TRUTH Social for material information[21](index=21&type=chunk)

Core Insights - Rumble Inc. reported a revenue increase of 12% year-over-year, reaching $25.1 million for Q2 2025, compared to $22.5 million in Q2 2024 [1][4] - The company experienced a decrease in Monthly Active Users (MAUs), with 51 million in Q2 2025, down from 59 million in Q1 2025, attributed to a slowdown in news and political commentary [4][5] - Average Revenue Per User (ARPU) rose by 24% from the previous quarter to $0.42, driven by higher subscription and licensing revenue [1][4] Financial Performance - Revenue for Q2 2025 was $25.1 million, an increase of $2.6 million from Q2 2024, with $1.7 million from Audience Monetization and $0.9 million from Other Initiatives [6][4] - Net loss for Q2 2025 was $30.2 million, compared to a loss of $26.8 million in Q2 2024 [4][6] - Adjusted EBITDA loss improved by $8.2 million to $20.5 million in Q2 2025 compared to Q2 2024 [4][6] Cost Management - Cost of services decreased by 26% to $26.5 million in Q2 2025, primarily due to a reduction in programming and content costs [6][7] - General and administrative expenses increased by 12% to $11.7 million, driven by higher professional fees [8] - Sales and marketing expenses rose by 26% to $7.9 million, reflecting increased marketing activities [10] Strategic Developments - Rumble Cloud entered a strategic partnership with the Tampa Bay Buccaneers and collaborated with TRON DAO to enhance its blockchain infrastructure [4] - The company announced the addition of its Class A shares to the Russell 2000® and Russell 3000® Indexes, indicating growing institutional visibility [4] - An exclusive partnership with MoonPay was established to facilitate crypto transactions for the upcoming Rumble Wallet, set to launch in Q3 2025 [4] Liquidity Position - As of June 30, 2025, Rumble had total liquidity of $306.4 million, including $283.8 million in cash and cash equivalents and Bitcoin valued at $22.6 million [4]

Core Viewpoint - Rumble is pursuing a potential all-stock exchange offer for 100% of Northern Data's outstanding shares, which would create a significant player in AI and cloud infrastructure, emphasizing data privacy and independence globally [1][3]. Group 1: Transaction Details - The potential offer would involve Northern Data shareholders receiving 2.319 newly issued Class A shares of Rumble for each Northern Data share tendered, resulting in approximately 33.3% pro forma ownership in Rumble for Northern Data shareholders [4]. - Tether, the majority shareholder of Northern Data, supports the transaction and plans to sell its 54% stake in Northern Data to Rumble, significantly increasing its investment in Rumble [4][9]. - The Peak Mining unit of Northern Data is expected to be sold prior to the completion of the potential offer, with proceeds used to reduce Tether's existing loan to Northern Data [2]. Group 2: Business Integration and Capacity - Upon completion of the acquisition, Rumble plans to integrate Northern Data's Ardent data center business and Taiga GPU service into its operations, enhancing its capabilities in AI cloud services [3]. - Northern Data's Taiga business includes approximately 20,480 Nvidia H100 GPUs and 2,048 H200 GPUs, while its data center sites have a potential energized capacity of nearly 850 MW, including a site in Maysville, Georgia, expected to deliver 180 MW upon completion [3][4]. Group 3: Strategic Vision - The transaction aligns with Rumble and Tether's vision to democratize computing and provide unrestricted access to infrastructure, focusing on GPU as a service and data center power [5]. - Following the potential offer, Tether is expected to become a significant customer of Rumble, committing to a multi-year GPU purchase agreement [1][4].

Core Insights - Rumble and Cumulus Media have formed a strategic partnership to enhance content distribution and advertising opportunities in the evolving media landscape [1][2][3] Company Overview - Rumble is a high-growth video-sharing platform and cloud services provider focused on empowering creators and brands, aiming to restore the internet to its roots by making it free and open [4] - Cumulus Media is an audio-first media company that reaches a quarter billion people monthly through 400 radio stations and the Cumulus Podcast Network, providing a wide range of premium content [5] Partnership Details - The collaboration will leverage both companies' assets to create unique multi-platform advertising solutions, maximizing opportunities for brand partners [2][3] - Westwood One, a subsidiary of Cumulus Media, will distribute audio and video content on Rumble's platform, enhancing the reach of both companies [2][3] Strategic Goals - The partnership aims to create new monetization opportunities for creators while providing brands with effective ways to connect with engaged audiences [3] - The alignment between Rumble and Cumulus Media is positioned as a new frontier for host-read advertising, emphasizing authenticity, scale, and brand safety [3]