Rumble (RUM) - 2025 Q2 - Quarterly Report

PART I - FINANCIAL INFORMATION 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 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 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 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) 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][22] Unaudited Condensed Consolidated Statements of Cash Flows 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 This section provides detailed explanations and disclosures supporting Rumble Inc.'s unaudited condensed consolidated financial statements Note 1. Overview and Basis of Presentation 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] - Financial statements are prepared in accordance with U.S. GAAP and presented in U.S. dollars[29] - Preparation of financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts[31] Note 2. Summary of Significant Accounting Policies 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][33] - Trade and barter revenue and expense are recognized at fair value for exchanged media campaigns or promotional services[34] - The Company is evaluating the potential impact of ASU 2023-09 (Income Tax Disclosures) and ASU 2025-01/2024-03 (Expense Disaggregation Disclosures)[35][36] Note 3. Revenue from Contracts with Customers 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] Note 4. Cash and Cash Equivalents 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] Note 5. Digital Assets 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] Note 6. Property and Equipment 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] Note 7. Right-of-Use Assets and Lease Liabilities 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] Note 8. Intangible Assets 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] - 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] Note 9. Derivative Liability 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] - Company repurchased 70,000,000 shares of Class A Common Stock for $525 million as part of the transaction[51][53] - A gain on fair value of the derivative of $9,700,000 was recognized during the six months ended June 30, 2025[53] Note 10. Other Liability 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] Note 11. Shareholders' Equity (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] Note 12. Share-Based Compensation Expense 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] - 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][62][63] - 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][66] - 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][68] Note 13. Loss per Share 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] - Diluted loss per share is equal to basic loss per share because the inclusion of potentially issuable shares would be anti-dilutive[74] Note 14. Commitments and Contingencies 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] - 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] Note 15. Fair Value Measurements 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] - 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][83][144] Note 16. Credit and Concentration Risks 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] - Cash and cash equivalents are held in reputable banks, and the risk of loss is considered remote[85] Note 17. Related Party Transactions 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] - 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] - 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] Note 18. Segment and Geographic Information This note provides information on Rumble Inc.'s operating segment and revenue distribution by geographic region - Rumble operates as one operating segment[93] 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] Note 19. Subsequent Events 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] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Rumble's financial condition, operational results, key metrics, liquidity, and accounting policies for Q2 2025 and 2024 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] - 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] 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] - Other Initiatives includes digital advertisements on third-party publisher websites/mobile applications and cloud services (consumption-based fees, infrastructure subscriptions, professional services)[102] 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] - The company expects to continue investing substantial resources to support growth, anticipating increases in absolute dollar amounts for these expense categories[104] Key Business Metrics 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] - ARPU was $0.42 in Q2 2025, a 24% increase from Q1 2025, due to higher subscription and licensing revenue[128] - The transition from Universal Analytics (UA) to Google Analytics 4 (GA4) for MAU calculation may affect comparability with prior periods[120] Results of Operations This section provides a detailed analysis of Rumble Inc.'s financial performance for the periods presented Comparisons for three months ended June 30, 2025 and 2024 This section compares Rumble Inc.'s financial results for the three months ended June 30, 2025, against the prior year Financial Performance (Three Months Ended June 30) | Metric (Three months ended June 30) | 2025 (USD) | 2024 (USD) | Variance ($) | 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] - Cost of services decreased by $9.1 million due to a $10.1 million reduction in programming and content costs[133] Comparisons for six months ended June 30, 2025 and 2024 This section compares Rumble Inc.'s financial results for the six months ended June 30, 2025, against the prior year Financial Performance (Six Months Ended June 30) | Metric (Six months ended June 30) | 2025 (USD) | 2024 (USD) | Variance ($) | 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] - 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] Liquidity and Capital Resources 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] - Digital asset holdings (Bitcoin): $22.6 million (210.82 bitcoin) as of June 30, 2025[161] - Net cash provided by financing activities: $220,919,581 for the six months ended June 30, 2025, primarily from the Tether strategic investment[163][166] - Minimum contractual cash commitment for programming and content agreements: $34 million as of June 30, 2025[162] Summary of Quarterly Results 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 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] Critical Accounting Policies and Estimates 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][175][176][177] - Income Taxes: Significant judgment in determining provision and evaluating uncertain tax positions[178][179] - Trade and Barter Transactions: Revenue recorded at fair value of products/services received or standalone selling price of advertising inventory[180] - Arrangement to Sell Shares to Tether: Accounted for as a single derivative unit due to contemporaneous agreements, contingency, and shared underlying price risk[181] New Accounting Pronouncements 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] JOBS Act Accounting Election 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] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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] - 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] Item 4. Control and Procedures 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] - No material changes in internal control over financial reporting during the period[189] - 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] PART II - OTHER INFORMATION This part provides additional information on Rumble Inc.'s legal proceedings, risk factors, equity sales, and other disclosures Item 1. Legal Proceedings 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] * Second lawsuit (May 2024) alleging monopolization of online advertising market was transferred to a Multidistrict Litigation proceeding[195] - 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] - 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] - 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] - Brazilian Content Blocking Orders: Filed a complaint and amended complaints against Brazilian Supreme Court Justice Alexandre de Moraes related to content blocking orders[201] - California AB 2655: Judge granted summary judgment motion from the bench, ruling Section 230 preempted all of AB 2655[200] Item 1A. Risk Factors 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][207] - 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] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities or use of proceeds to report during the quarter ended June 30, 2025 - None[210] Item 3. Defaults Upon Senior Securities This item is not applicable to the company - Not applicable[211] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[212] Item 5. Other Information 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] Item 6. Exhibits 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] 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]