Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | RUMBLE INC. | |
Trading Symbol | RUM | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001830081 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40079 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1087461 | |
Entity Address, Address Line One | 444 Gulf of Mexico Dr | |
Entity Address, City or Town | Longboat Key | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 34228 | |
City Area Code | (941) | |
Local Phone Number | 210-0196 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 111,467,763 | |
Class C Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 167,662,214 | |
Class D Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 105,782,403 |
Condensed Consolidated Interim
Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 10,983,182 | $ 2,069,473 | $ 19,427,259 | $ 6,526,815 |
Cost of revenues | 7,489,884 | 1,809,612 | 14,671,468 | 4,735,912 |
Gross profit | 3,493,298 | 259,861 | 4,755,791 | 1,790,903 |
Operating expenses | ||||
General and administrative | 2,545,408 | 646,537 | 5,577,028 | 1,237,264 |
Research and development | 1,717,892 | 314,062 | 3,701,790 | 840,651 |
Sales and marketing | 6,547,045 | 713,155 | 9,626,375 | 1,408,477 |
Finance costs | 1,341,056 | 304,627 | ||
Share-based compensation | 188,667 | 43,834 | 222,639 | 43,834 |
Foreign exchange loss (gain) | 24,980 | 97,258 | 49,548 | (109,964) |
Amortization and depreciation | 257,394 | 17,541 | 625,369 | 45,279 |
Total operating expenses | 11,281,386 | 1,832,387 | 21,143,805 | 3,770,168 |
Loss from operations | (7,788,088) | (1,572,526) | (16,388,014) | (1,979,265) |
Interest income, net | 210,548 | 18,428 | 231,999 | 10,165 |
Other income, net | 570 | 175,570 | ||
Changes in fair value of warrant liability | 5,715,500 | 5,715,500 | ||
Changes in fair value of option liability | (1,071,429) | (1,071,429) | ||
Loss before income taxes | (1,862,040) | (2,624,957) | (10,440,515) | (2,864,959) |
Income tax (expense) recovery | 3,588 | (18,811) | ||
Net and comprehensive loss | $ (1,858,452) | $ (2,624,957) | $ (10,459,326) | $ (2,864,959) |
Loss per share: | ||||
Basic (in Dollars per share) | $ (0.01) | $ (0.35) | $ (0.06) | $ (0.38) |
Diluted (in Dollars per share) | $ (0.01) | $ (0.35) | $ (0.06) | $ (0.38) |
Weighted-average shares used to compute loss per share: | ||||
Basic (in Shares) | 177,962,153 | 7,541,000 | 174,377,485 | 7,541,000 |
Diluted (in Shares) | 177,962,153 | 7,541,000 | 174,377,485 | 7,541,000 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 356,680,050 | $ 46,847,375 |
Accounts receivable, net | 7,860,047 | 1,812,790 |
Prepaid expenses | 3,438,253 | 389,849 |
Total current assets | 367,978,350 | 49,050,014 |
Capital assets | 6,535,329 | 1,286,849 |
Right-of-use assets | 1,500,757 | 1,515,841 |
Intangible assets | 2,943,006 | 3,285,578 |
Goodwill | 662,899 | 662,899 |
Total assets | 379,620,341 | 55,801,181 |
Current liabilities | ||
Accounts payable and accrued liabilities | 12,478,936 | 6,853,403 |
Deferred revenue | 368,739 | 30,014 |
Lease liabilities | 579,345 | 315,159 |
Income taxes payable | 257,028 | 934 |
Total current liabilities | 13,684,048 | 7,199,510 |
Warrant liability | 25,357,500 | |
Lease liabilities, long-term | 985,110 | 1,195,139 |
Other liability | 500,000 | 250,000 |
Total liabilities | 40,526,658 | 8,644,649 |
Temporary equity | ||
Preference shares | 16,789,203 | |
Commitments and contingencies | ||
Shareholders’ equity | ||
Common shares | 768,357 | 43,353,370 |
Deficit | (27,838,033) | (17,378,707) |
Additional paid-in capital | 366,163,359 | 4,392,666 |
Shareholders’ equity | 339,093,683 | 30,367,329 |
Total liabilities and shareholders’ equity | $ 379,620,341 | $ 55,801,181 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Shareholders’ Equity (Deficit) - USD ($) | Legacy Rumble Class A Common Stock | Legacy Rumble Class B Common Stock | Class A Common Stock | Class B Common Stock | Class C Common Stock | Class D Common Stock | Additional Paid-in Capital | Deficit | Total |
Balance at Dec. 31, 2020 | $ 582,338 | $ 19,355 | $ 3,022,547 | $ (3,965,175) | $ (340,935) | ||||
Balance (in Shares) at Dec. 31, 2020 | 7,491,000 | 50,000 | |||||||
Share based payments | 43,834 | 43,834 | |||||||
Loss for the year | (2,864,959) | (2,864,959) | |||||||
Balance at Sep. 30, 2021 | $ 582,338 | $ 19,355 | 3,066,381 | (6,830,134) | (3,162,060) | ||||
Balance (in Shares) at Sep. 30, 2021 | 7,491,000 | 50,000 | |||||||
Balance at Dec. 31, 2021 | $ 43,223,609 | $ 129,761 | 4,392,666 | (17,378,707) | 30,367,329 | ||||
Balance (in Shares) at Dec. 31, 2021 | 8,119,690 | 135,220 | |||||||
Issuance of Legacy Rumble Class A Common Stock in exchange for Legacy Rumble preference shares | $ 17,314,203 | 17,314,203 | |||||||
Issuance of Legacy Rumble Class A Common Stock in exchange for Legacy Rumble preference shares (in Shares) | 606,360 | ||||||||
Issuance of Class A and C Common Stock in exchange for Legacy Rumble Class A and B common shares | $ (60,537,812) | $ (129,761) | $ 4,897 | $ 16,876 | 60,645,800 | ||||
Issuance of Class A and C Common Stock in exchange for Legacy Rumble Class A and B common shares (in Shares) | (8,726,050) | (135,220) | 48,970,404 | 168,762,214 | |||||
Issuance of Class A Common Stock in exchange for Legacy Rumble warrants | $ 731,281 | (731,281) | |||||||
Issuance of Class A Common Stock in exchange for Legacy Rumble warrants (in Shares) | 14,153,048 | ||||||||
Repurchase of Class C Common Stock in the Key Individual Subscription Agreement | $ (110) | (10,999,890) | (11,000,000) | ||||||
Repurchase of Class C Common Stock in the Key Individual Subscription Agreement (in Shares) | (1,100,000) | ||||||||
Issuance of Class D Common Stock in the Key Individual Subscription Agreement | $ 10,578 | 989,422 | 1,000,000 | ||||||
Issuance of Class D Common Stock in the Key Individual Subscription Agreement (in Shares) | 105,782,403 | ||||||||
Issuance of Class A and B Common Stock in connection with the Qualifying Transaction | $ 1,088 | $ 750 | 105,089,512 | 105,091,350 | |||||
Issuance of Class A and B Common Stock in connection with the Qualifying Transaction (in Shares) | 10,875,000 | 7,500,000 | |||||||
Issuance of Class A Common Stock in exchange for CFVI Class B common shares | $ 750 | $ (750) | |||||||
Issuance of Class A Common Stock in exchange for CFVI Class B common shares (in Shares) | 7,500,000 | (7,500,000) | |||||||
Issuance of Class A Common Stock in connection with public shares | $ 2,997 | 299,690,113 | 299,693,110 | ||||||
Issuance of Class A Common Stock in connection with public shares (in Shares) | 29,969,311 | ||||||||
Issuance costs in connection with the Qualifying Transaction | (56,132,034) | (56,132,034) | |||||||
Eliminate CFVI’s historical accumulated deficit | (39,268,872) | (39,268,872) | |||||||
Excess fair value over net assets acquired – listing fee | 2,265,284 | 2,265,284 | |||||||
Fair value of restricted stock units (RSUs) | 171,681 | 171,681 | |||||||
Share based payments | 50,958 | 50,958 | |||||||
Loss for the year | (10,459,326) | (10,459,326) | |||||||
Balance at Sep. 30, 2022 | $ 741,013 | $ 16,766 | $ 10,578 | $ 366,163,359 | $ (27,838,033) | $ 339,093,683 | |||
Balance (in Shares) at Sep. 30, 2022 | 111,467,763 | 167,662,214 | 105,782,403 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net and comprehensive loss for the period | $ (10,459,326) | $ (2,864,959) |
Adjustments to reconcile net loss to cash flows used in operating activities: | ||
Amortization and depreciation | 1,308,889 | 66,274 |
Share-based compensation | 222,639 | 43,834 |
Interest expense | 28,145 | 2,210 |
Gain on change in fair value of warrants | (5,715,500) | |
Loss on change in fair value of option liability | 1,071,429 | |
Unrealized foreign exchange gain (loss) | 45,707 | (3,998) |
Total adjustments to reconcile net loss to cash flows used in operating activities | (14,569,446) | (1,685,210) |
Changes in non-cash working capital: | ||
Accounts receivable | (6,047,258) | 301,969 |
Prepaid expenses | (3,048,405) | (295,165) |
Accounts payable and accrued liabilities | 6,059,222 | 1,463,488 |
Deferred revenue | 338,725 | 1,849 |
Income taxes payable | 256,095 | 9 |
Total changes in non-cash working capital | (17,011,067) | (213,060) |
Investing activities | ||
Purchase of capital assets | (5,830,881) | (520,064) |
Purchase of intellectual property | (500,447) | |
Total investing activities | (5,830,881) | (1,020,511) |
Financing activities | ||
Repayments of bank indebtedness | (337,535) | |
Lease payments | (342,870) | (40,293) |
Proceeds from other liabilities | 250,000 | 244,766 |
Proceeds from issuance of Legacy Rumble preferred shares and Class A common shares | 25,000,000 | |
Proceeds from Qualifying Transaction | 399,807,596 | |
Repurchase of Class C Common Stock | (11,000,000) | |
Repayment of Sponsor loan in connection with Qualifying Transaction | (2,173,353) | |
Share issuance costs | (53,866,750) | (710,797) |
Total financing activities | 332,674,623 | 24,156,141 |
Increase in cash and cash equivalents during the period | 309,832,675 | 22,922,570 |
Cash and cash equivalents, beginning of period | 46,847,375 | 1,446,047 |
Cash and cash equivalents, end of period | 356,680,050 | 24,368,617 |
Supplemental cash flow information: | ||
Cash paid for income taxes | 4,831 | 745 |
Cash paid for interest | $ 54 | $ 4,754 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Significant Events and Transactions [Abstract] | |
Overview and Basis of Presentation | 1. Overview and Basis of Presentation Nature of Operations Rumble Inc. (“Rumble” or “the Company”) is a full-service video technology provider offering customizable video players, original content videos, and a library of advertisements for use with its video players. The Company’s registered office is 444 Gulf of Mexico Drive, Longboat Key, Florida, 34228. The Company’s shares of Class A common stock and warrants are traded on the Nasdaq Global Market (“Nasdaq”) under the symbol “RUM” and “RUMBW”, respectively. Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements (“financial statements”) are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the results of the Company and its wholly-owned subsidiaries (“the Group”). Any reference in these notes to applicable guidance is meant to refer to the authoritative guidance found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”). All intercompany balances and transactions have been eliminated upon consolidation. These financial statements are presented in U.S. dollars, which is the functional currency of the Company, except where otherwise indicated. These financial statements should be read in conjunction with Legacy Rumble’s annual consolidated financial statements for the year ended December 31, 2021 (“2021 Annual Financial Statements”). These financial statements have been prepared using the same accounting policies that were described in Note 2 to the 2021 Annual Financial Statements. The Board of Directors approved these condensed consolidated interim financial statements on November 10 th Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates the estimates used, which include but are not limited to the: evaluation of revenue recognition criteria; collectability of accounts receivable; valuation of stock-based compensation awards; valuation of financial instruments measured at fair value through profit and loss; assessment and recoverability of long-lived assets; useful lives of long-lived assets, including goodwill; and the realization of tax assets, estimates of tax liabilities, and valuation of deferred taxes. These estimates, judgments, and assumptions are reviewed periodically and the impact of any revisions are reflected in the financial statements in the period in which such revisions are made. Actual results could differ materially from those estimates, judgments, or assumptions, and such differences could be material to the Company’s consolidated financial position and results of operations. |
Significant Events and Transact
Significant Events and Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Significant Events and Transactions [Abstract] | |
Significant Events and Transactions | 2. Significant Events and Transactions On December 1, 2021, Rumble Inc (“Legacy Rumble”), a corporation incorporated under the laws of the Province of Ontario, entered into a business combination agreement (the “Business Combination Agreement”) with CF Acquisition Corp. VI, a Delaware corporation (“CFVI”), which among other things, provided for the exchange of all of the issued and outstanding shares of Legacy Rumble (“Rumble Acquisition”) for the shares of Class A Common Stock and Class C Common Stock and exchangeable shares in a wholly-owned subsidiary of CFVI, subject to adjustments and payable in accordance with the terms of the Business Combination Agreement. CFVI is a special purpose acquisition company, formed for the purpose of effecting an acquisition of one or more business or assets, by way of Qualifying Transaction, amalgamation, share exchange, asset acquisition, share repurchase, reorganization, or other similar business combination involving CFVI, referred to as its qualifying acquisition (“Qualifying Transaction”). CFVI’s sponsor is CFAC Holdings VI, LLC (the “Sponsor”). On February 23, 2021, CFVI consummated the initial public offering (the “Offering”) of 30,000,000 units (“CFVI Units”) for gross proceeds of $300,000,000. Each CFVI Unit consists of one share of Class A Common Stock (“CFVI Class A Common Stock”) and one-fourth of one redeemable warrant (“CFVI Warrant(s)”). Each whole CFVI Warrant entitles the holder to purchase one share of CFVI Class A Common Stock at a price of $11.50, and is exercisable on the later of 30 days after the completion of Qualifying Transaction or 12 months from the closing of the Offering, and expires 5 years after the completion of the Qualifying Transaction, or earlier upon redemption of liquidation. Upon closing of the Offering, the CFVI Units were listed on the Nasdaq. The total proceeds from the Offering were placed in an escrow account to be released upon consummation of the Qualifying Transaction in accordance with the terms and conditions of the related escrow agreement. Prior to the closing of the Qualifying Transaction discussed below, CFVI shareholders were permitted to elect to redeem their shares of CFVI Class A Common Stock for cash even if they approved the Qualifying Transaction. As a result, actual redemptions by CFVI shareholders were 30,689 CFVI Class A Common Stock and the remaining 29,969,311 shares of CFVI Class A Common Stock of the Company remained outstanding. Simultaneous with the closing of the Offering, CFVI consummated the sale of 700,000 units (“CFVI Placement Units”) to the Sponsor for gross proceeds of $7,000,000. Additionally, in connection with the Offering, the Sponsor committed, pursuant to a forward purchase contract (“FPA”) with CFVI, to purchase, in a private placement for gross proceeds of $15,000,000 to occur concurrently with the consummation of the Qualifying Transaction, 1,500,000 CFVI Units on substantially the same terms as the sale of CFVI Units in the Offering at $10.00 per CFVI Unit, and 375,000 CFVI Class A Common Stock (for no additional consideration). The funds from the FPA were to be used as part of the consideration to the sellers in the Qualifying Transaction. On September 16, 2022 (the “Closing Date”), pursuant to the terms of the Business Combination Agreement, Legacy Rumble and CFVI announced the completion of the Qualifying Transaction, which constitutes CFVI’s Qualifying Transaction. In connection with the closing of the Qualifying Transaction, CFVI was renamed Rumble Inc and Legacy Rumble was renamed Rumble Canada Inc. References herein to “CFVI” and “Legacy Rumble” are to CF Acquisition Corp. VI and Rumble Inc, respectively, prior to the consummation of the Qualifying Transaction, and references to the “Company” or “Rumble” are to Rumble Inc following consummation of the Qualifying Transaction. C onsideration for the Qualifying Transaction pursuant to the terms of the Business Combination Agreement, and in exchange for their respective shares of capital stock of Legacy Rumble, was as follows: ● For each share of Legacy Rumble capital stock held by eligible electing Canadian shareholders of Legacy Rumble (the “Electing Shareholders”), the Electing Shareholders receive a number of exchangeable shares in 1000045728 Ontario Inc., an indirect, wholly owned Canadian subsidiary of CFVI (“ExchangeCo”, and such shares, the “ExchangeCo Shares”) equal to the quotient obtained by dividing the Price Per Company Share (as defined below) by $10.00 (the “Company Exchange Ratio”), and such Electing Shareholders concurrently subscribed for nominal value for a corresponding number of shares of Class C common stock, par value $0.0001 per share, of the Company (“Class C Common Stock”), a new class of voting, non-economic shares of common stock of the Company created and issued in connection with the Qualifying Transaction. This resulted in the issuance of 168,762,214 shares of Class C Common Stock of the Company for a par value of $16,876; and ● For each share of Legacy Rumble capital stock held by all other shareholders of Rumble (the “Non-Electing Shareholders”, and collectively with the Electing Shareholders, the “Rumble Shareholders”), such Non-Electing Shareholder received a number of shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) equal to the Company Exchange Ratio. This resulted in the issuance of 48,970,404 shares of Class A Common Stock of the Company for a par value of $4,897. The “Arrangement Consideration” means $3,186,384,663, representing the sum of $3,150,000,000, plus the cash and cash equivalents balance held by Legacy Rumble as of the date of the Qualifying Transaction (net of outstanding indebtedness), plus the aggregate exercise price of all outstanding options to purchase Legacy Rumble stock. The “Price Per Company Share” is obtained by dividing (i) the Arrangement Consideration by (ii) the number of outstanding shares of capital stock of Legacy Rumble (calculated on a fully diluted basis in accordance with the Business Combination Agreement). The Company Exchange Ratio was determined to be 24.5713:1.0000. In addition, under the Business Combination Agreement: ● All outstanding options to purchase shares of Legacy Rumble capital stock were exchanged for options (“Exchanged Company Options”) to purchase (a) a number of shares of Class A Common Stock (“Base Option Shares”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy Rumble capital stock subject to such options and (ii) the Option Exchange Ratio (as defined below), and (b) a fraction of a share of Class A Common Stock with respect to each Base Option Share equal to the Option Earnout Fraction (as defined below) (such fractional shares, “Tandem Option Earnout Shares”). The aggregate purchase price per Base Option Share together with the related fraction of the Tandem Option Earnout Share equals (i) the exercise price of such Legacy Rumble stock options divided by (ii) the Option Exchange Ratio (rounded up to the nearest whole cent); and ● The outstanding warrant to purchase shares of Legacy Rumble capital stock was exchanged for a number of shares of Class A Common Stock equal to the product (rounded down to the nearest whole number) of the number of shares of Rumble capital stock subject to the warrant and the Company Exchange Ratio. This resulted in the issuance of 14,153,048 shares of Class A Common Stock of the Company for a par value of $731,281. “Option Earnout Fraction” means the difference between (i) the Company Exchange Ratio divided by the Option Exchange Ratio In addition, for an aggregate purchase price of $1,000,000, upon the closing of the Qualifying Transaction and pursuant to a subscription agreement entered into between Christopher Pavlovski, Legacy Rumble’s CEO and founder (“Mr. Pavlovski”) and CFVI, the Company issued and sold to Mr. Pavlovski a number of shares of Class D common stock, par value $0.0001 per share, of the Company (“Class D Common Stock”), a new class of non-economic shares of common stock of the Company carrying the right to 11.2663 votes per share created and issued in connecting with the Qualifying Transaction, such that, taking into account the shares of Class A Common Stock and Class C Common Stock issued to Mr. Pavlovski at the closing of the Qualifying Transaction, Mr. Pavlovski has approximately 85% of the voting power of the Company on a fully diluted basis. The Company also issued, as of the date of the closing of the Qualifying Transaction, 1,875,000 shares of Class A Common Stock (par value $188) in connection with the FPA. Further, upon the closing of the Qualifying Transaction, the Company consummated a private investment in public equity (“PIPE”) via the issuance of 8,300,000 shares of Class A Common Stock (par value $0.0001 per share) for aggregate proceeds of $83,000,000. While CFVI was the legal acquirer of Legacy Rumble, Legacy Rumble was identified as the acquirer for accounting purposes. The Rumble Acquisition is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, CFVI is treated as the acquired company for financial reporting purposes and Legacy Rumble is treated as the acquiror. This determination is primarily based on the facts that subsequent to the Qualifying Transaction, the Legacy Rumble shareholders hold a majority of the voting rights in the combined company (Rumble or the Company), Legacy Rumble will collectively hold voting power giving them the right to appoint the majority of the directors in Rumble, Legacy Rumble comprises all of the ongoing operations of the combined company, Legacy Rumble comprises all of the senior management of the combined company, and Legacy Rumble is significantly larger than CFVI in terms of revenue, total assets (excluding cash) and employees. Accordingly, for accounting purposes, the Qualifying Transaction was treated as the equivalent of Legacy Rumble issuing shares for the net assets of CFVI, accompanied by a recapitalization. The net assets of CFVI were stated at historical costs. No goodwill or other intangible assets were recorded. Operations prior to the Qualifying Transaction are those of Legacy Rumble. In connection with the Qualifying Transaction, the Company received $399,807,596 in gross proceeds from the Qualifying Transaction. The number of shares of the Company’s common stock outstanding immediately following the consummation of the Qualifying Transaction was: Class A Class C Class D Total CFVI Public Shareholders 29,969,311 - - 29,969,311 Sponsor Related Parties and Other Holders of Founder’s Shares 10,075,000 - - 10,075,000 Rumble Shareholders 63,123,452 167,662,214 105,782,403 336,568,069 PIPE Investors 8,300,000 - - 8,300,000 Closing shares 111,467,763 167,662,214 105,782,403 384,912,380 Details of the Qualifying Transaction are summarized as follows: Fair value of shares issued by Rumble $ 353,039,304 Net assets acquired: Cash $ 300,797,018 Prepaid expenses 221,016 Accounts payable, accruals, and other liabilities (256,095 ) Warrant liability (29,625,500 ) FPA liability (8,362,419 ) 262,774,020 PIPE escrow proceeds 83,000,000 Sponsor FPA proceeds 15,000,000 Class D Common Stock proceeds 1,000,000 Shares repurchase of Class C Common Stock (11,000,000 ) $ 350,774,020 Excess fair value over net assets acquired – listing fee $ 2,265,284 The excess fair value over net assets acquired was recorded as a reduction to additional paid-in capital. Additionally, the Company incurred transaction costs of $53,866,750, consisting of banking, legal, and other professional fees. The transaction costs were recorded as a reduction to additional paid-in capital in accordance with Staff Accounting Bulletin Topic 5.A. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Foreign Currency The functional currency of the Group is the U.S. dollar. Transactions denominated in currencies other than the U.S. dollar are remeasured using end-of-period exchange rates or exchange rates prevailing at the date of the transaction, and the resulting gains or losses are recognized as a component of operating expenses. Fair Value Measurements The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, lease liabilities, and other liabilities approximated their fair values at September 30, 2022 and December 31, 2021. The Company evaluates the estimated fair value of financial instruments using available market information and management’s estimates. The use of different market assumptions and/or estimation methodologies could have a significant impact on the estimated fair value amounts. See Note 15 for further details. Concentration Risk A meaningful portion of the Company’s revenue (and a substantial portion of the Company’s net cash from operations that it can freely access) is attributable to Service Agreements with a few customers. See Note 15 for further details. Revenue Recognition R evenues are recognized when the control of promised services is transferred to a customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales tax and other similar taxes are excluded from revenues. The Company derives revenues primarily from: ● Advertising fees ● Licensing fees and other Advertising customers pay on a cost-per-click, cost-per-view or cost-per-message-read basis. For cost-per-click and cost-per-v To achieve the core principle of this new standard, the Group applies the following steps: 1. Identification of the contract, or contracts, with the customer The Company determines to have a contract with a customer when the contract is approved, the Company can identify each party’s rights regarding the services to be transferred, the Company can identify the payment terms for the services, the Company has determined the customer has the ability and intent to pay and the contract has commercial substance. 2. Identification of the performance obligations in the contract Performance obligations promised in a contract are identified based on the services and the products that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services and the products is separately identifiable from other promises in the contract. The Company’s performance obligations consist of (i) providing a hosting platform for advertisements, and (ii) licensing of Rumble player. 3. Determination of the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. 4. Allocation of the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). SSP is determined by allocating the transaction price to each performance obligation in an amount that depicts the amount of consideration the Company expects to be entitled to in exchange for transferring those services to the customer. 5. Recognition of the revenue when, or as, the Company satisfies each performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those services. Licensing Fees and Other Under bulk license agreements, the Company’s obligations include hosting the content libraries for access and searching by the customer, updating the libraries with new content provided by the content owner, and making videos selected by the customer available for download, throughout the term of the contract. These services are billed based on the access to the content regardless of the number of videos downloaded. All of these services are highly interdependent as the customer’s ability to derive its intended benefit from the contract depends on the entity transferring both the access to the content library overtime and making the videos available as and when required by the customer for download. These services therefore constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term. The predominant item in the single performance obligation is a license providing a right to access the content library throughout the license period. For these arrangements, the Company recognizes the total fixed fees under the contract as revenue rateably over the term of the contract as the performance obligation is satisfied, as this best depicts the pattern of control transfer. For license agreements related to the Rumble player, the Company’s obligations include providing access to the current version the Rumble player throughout the term of the contract. As part of this arrangement, the customer is required to use the most current version of the player and therefore, the utility of the player to the customer is significantly affected by Rumble’s ongoing activities to maintain and support the player. Revenue is therefore recognized rateably over the term of the contract. In addition, certain arrangements related to the license of the Rumble player include the monetization of content. In these arrangements, Rumble will manage the provision of services to ad providers and share the revenues with the customers. This revenue is recognized over time as user views occur. Other revenues include fees earned from tipping features within the Company’s platform as well as certain cloud, subscription, provision of one-time content, and professional services. Fees from tipping features are recognized at a point in time when a user tips on the platform. Both cloud and subscription services are recognized over time for the duration of the contract. Revenues related to provision of one-time content and professional services have stand-alone functionality to the customer and are recognized at a point in time as services are provided. Variable Consideration Advertising revenues are based on user engagements. Revenue is recorded at the sales price, which is the transaction price, and includes estimates of variable consideration. The amount of variable consideration that is included in the transaction price is constrained as it is based on number of views and/or clicks that will occur, and is included in the sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue will not occur when the uncertainty is resolved. Further, given that the cost-per-click and/or cost-per-view may vary based on the location of the user, the revenue per click/view is also not determinable until it occurs, and therefore, constrained. Given that the transaction price is specifically related to the performance obligation of providing an advertisement hosting platform that can be viewed and/or clicked by users and the amount of consideration expected by the Company is in exchange for providing these services, advertising revenues are recognized as usage occurs over the term of the advertising contract in line with ASC 606-10-32-40. Further, the Company may enter into certain licensing arrangements where consideration may be paid in exchange for rights to monetize content, and therefore, total consideration to be received by the Company may be variable in nature. The Company recognizes this non-cash consideration as a contingent payment, and therefore, does not recognize fair value of the user views promised in these arrangements until control over the content is transferred over to the Company. Further, the usage-based royalty exemption has been taken by the Company for these arrangements. Costs to Obtain a Contract The Company expenses sales commissions when incurred when the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. Principal vs Agent The Company has taken the position as a principal for both advertising and licensing and other revenues, and therefore recognizes revenues on a gross basis, as it has control over both the content that is monetized as well as the platform over which the content is displayed. Further, the Company manages the monetization of content, has discretion over pricing, bears inventory risk and is the only party to the contract with its customers. Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less and for contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed. Costs of Revenues Costs of revenues primarily consist of costs related to obtaining, supporting and hosting the Company’s product offerings. These costs include content acquisition costs primarily related to payments to content providers from whom videos and other content are licensed; fees are paid to these providers based on revenues generated. Other fees may also be paid to licensees as part of licensing arrangements discussed above. Other costs of revenues include third-party service provider costs such as data center and networking, as well as staffing costs directly related to professional services fees. On January 1, 2022, the Company changed its accounting policy to include amortization and depreciation in the cost of revenues. This change in accounting policy has been applied retrospectively in these financial statements. The amounts in the condensed consolidated interim statement of comprehensive loss have been reclassified to conform with the presentation in the current year. During the three and nine months ended September 30, 2022, the Company allocated amortization and depreciation of $296,622 and $683,520, respectively. During the three and nine months ended September 30, 2021, the Company allocated amortization and depreciation of $20,995 and $20,995, respectively. Deferred Revenue The Company records amounts that have been invoiced to its clients in either deferred revenue or revenue depending on whether the revenue recognition criteria described above have been met. Deferred revenue includes payments received in advance of performance under the contract. Contract Assets The adoption of Topic 606 for revenue recognition included adoption of Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers Marketing Costs All marketing costs are expensed as incurred and are included in operating expenses on the condensed consolidated interim statement of comprehensive loss. Warranties The Company’s cloud services and software are generally warranted to perform materially in accordance with user expectation under normal use and circumstances. Warranties may not be purchased separately from services, and only provide assurance that the services comply with agreed-upon specifications. The Company has entered into service-level agreements with substantially all of its cloud services customers warranting defined levels of uptime reliability and performance, and permitting those customers to receive credits if the Company fails to meet those levels. Share-Based Compensation The Company offers a stock option plan for certain of its employees, advisory board members, directors, officers and consultants under which certain stock options have been issued. The Company applies the provisions of ASC 718, Stock-based Compensation Vesting period for the stock options granted is determined by the Board of Directors and the typical vesting for equity awards with service conditions is monthly vesting over three to five years. Requisite service period for Rumble’s stock options subject to service conditions is coterminous with the vesting period specific to those stock options. The Company has also issued equity awards such as warrants, restricted stock units and/or stock options that are subject to certain performance or service conditions. Typical performance condition refers to a change in control and/or the Company becoming publicly traded. Vesting condition for such equity awards is met when either the performance condition is satisfied or deemed likely to be satisfied. Typical service conditions is monthly vesting over three years. The Company has granted a warrant to a non-employee subject only to a performance condition. Under ASC 718, the Company assesses the probability of the performance condition being achieved at each reporting date and records the compensation cost based on the probability of the performance condition being met. Performance condition was met as of December 31, 2021. The Company values stock options and warrants using the Black-Scholes option pricing model. The use of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense and include the share price, the expected life of the option and the share price volatility. When options or warrants are exercised, the corresponding additional paid-in capital and the proceeds received by the Company are credited to share capital. If stock options are repurchased, the excess of the consideration paid over the carrying amount of the stock or stock options repurchased is charged to additional paid-in capital and/or deficit. Warrant Liability The Company accounts for warrants in connection with the Offering, CFVI Placement Units, and FPA using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company accounts for the warrants in connection with the Offering, CFVI Placement Units, and FPA in accordance with guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity Comprehensive Income (Loss) ASC 220, Comprehensive Income Interest in a Joint Venture One of the Group’s subsidiaries has a 30% membership interest in a joint venture based in Florida, USA named Liberatio Special Ventures LLC (“Liberatio”). Liberatio is involved in the development and operation of an ecosystem, intended to provide customers with the ability to process payments and engage in other related value-driven activities. The Group’s interest in Liberatio is accounted for using the equity method in the financial statements New stand ards or amendments For the period ended September 30, 2022, no new accounting standard was issued. The following amendments to existing standards are effective January 1, 2022 and have no material impact on the Company’s financial statements: ● Accounting Standards Update 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) ● Accounting Standards Update 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (applicable to convertible instruments The amended standards relevant to the Company that are issued, but not yet effective, up to the date of issuance of Company’s financial statements are listed below. The Company intends to adopt these amendments, if applicable, when they become effective and is currently analyzing them to determine their impact on the financial statements: ● Accounting Standards Update 2022-03—Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ● Accounting Standards Update 2021-08—Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ● Accounting Standards Update 2021-07—Compensation—Stock Compensation (Topic 718): Determining the Current Price of an Underlying Share for Equity-Classified Share-Based Awards (a consensus of the Private Company Council) |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | 4. Business Combinations Acquisition of Locals Technology Inc. On October 25, 2021, Legacy Rumble acquired 100% of the interest in Locals Technology Inc. (“Locals”), a video streaming and content distribution platform, for a total consideration of $7,039,110. The acquisition was accounted for as a business combination using the acquisition method. The breakdown of the fair value of the assets acquired and liabilities assumed is presented as follows: Cash $ 3,420,060 Accounts receivable 900,207 Prepaid expenses 19,726 Capital assets 4,591 Intangible assets 2,759,000 Accounts payable, accruals, and other liabilities (379,914 ) Deferred revenue (219,000 ) Deferred tax liability (128,459 ) Fair value of net identifiable assets acquired 6,376,211 Add: Goodwill 662,899 Total net assets acquired $ 7,039,110 Purchase consideration: Common shares $ 7,038,691 Additional paid-in capital 419 Total consideration $ 7,039,110 The acquired business contributed revenues of $367,741 and $1,300,175 for the three and nine months ended September 30, 2022, respectively. Additionally, the acquired business incurred losses of $1,212,868 and $2,489,857 for the three and nine months ended September 30, 2022, respectively. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 5. Revenue from Contracts with Customers The following table presents revenues disaggregated by type: Three months ended Nine months ended September 30 September 30 2022 2021 2022 2021 Advertising $ 8,208,678 $ 1,526,547 $ 13,956,884 $ 4,920,453 Licensing and other 2,774,504 542,926 5,461,375 1,606,362 Total revenues $ 10,983,182 $ 2,069,473 $ 19,427,259 $ 6,526,815 Deferred Revenue Deferred revenue recorded at September 30, 2022 is expected to be fully recognized by September 30, 2023. The deferred revenue balance as of September 30, 2022 was $368,739 (December 31, 2021 - $30,014). |
Cash and Cash Equivalents
Cash and Cash Equivalents | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | 6 Cash and Cash Equivalents Cash and cash equivalents as of September 30, 2022 and December 31, 2021 consist of the following: September 30, 2022 Contracted Amortized Fair Market Balance per Maturity Cost Value Sheet Cash Demand $ 355,580,050 $ 355,580,050 $ 355,580,050 Money market funds Demand 1,100,000 1,100,000 1,100,000 $ 356,680,050 $ 356,680,050 $ 356,680,050 December 31, 2021 Contracted Amortized Fair Market Balance per Maturity Cost Value Sheet Cash Demand $ 2,847,375 $ 2,847,375 $ 2,847,375 Money market funds Demand 44,000,000 44,000,000 44,000,000 $ 46,847,375 $ 46,847,375 $ 46,847,375 The Group did not have any short-term or long-term investments as at September 30, 2022 or December 31, 2021 except for the investment in a joint venture. As of September 30, 2022, the Group entered into a guarantee/ standby letter of credit for $1,000,000 which will be used towards the issuance of credit for running the day-to-day business operations (December 31, 2021 - $ nil |
Capital Assets
Capital Assets | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Capital Assets | 7. Capital Assets September 30, December 31, 2022 2021 Computer hardware $ 6,653,509 $ 1,289,702 Furniture and fixtures 100,921 33,484 Leasehold improvements 420,701 21,065 7,175,131 1,344,251 Accumulated depreciation (639,802 ) (57,402 ) Net carrying value $ 6,535,329 $ 1,286,849 Depreciation expense on capital assets in cost of revenues and operating expenses for the three months ended September 30, 2022 was $204,688 and $91,509, respectively (three months ended September 30, 2021 - $10,805 and $3,601). Depreciation expense on capital assets in cost of revenues and operating expenses for the nine months ended September 30, 2022 was $412,338 and $170,062, respectively (nine months ended September 30, 2021 - $10,805 and $6,315). |
Right-of-Use Assets and Lease L
Right-of-Use Assets and Lease Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Right-of-Use Assets and Lease Liabilities [Abstract] | |
Right-of-Use Assets and Lease Liabilities | 8. Right-of-Use Assets and Lease Liabilities The Group leases several facilities under non-cancelable operating leases with no right of renewal. Right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Group uses its respective incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. September 30, December 31, 2022 2021 Accumulated Accumulated Cost Depreciation Cost Depreciation Right-of-use assets $ 2,066,882 $ 566,125 $ 1,698,049 $ 182,208 Net book value $ 1,500,757 $ 1,515,841 Amortization expense on the right-of-use asset recognized in cost of revenue and operating expenses for the three months ended September 30, 2022 was $6,291 and $137,337, respectively (three months ended September 30, 2021 - $1,727 and $11,119). Amortization expense on the right-of-use asset recognized in cost of revenue and operating expenses for the nine months ended September 30, 2022 was $14,253 and $369,664, respectively (nine months ended September 30, 2021 - $1,727 and $36,143). Interest expense recognized for the three and nine months ended September 30, 2022 was $9,538 and $28,146, respectively (three and nine months ended September 30, 2021 - $518 and $2,210). As of September 30, 2022, the weighted-average remaining lease term and weighted-average incremental borrowing rate for the operating leases were 3.41 years and 2.40%, respectively (December 31, 2021 – 4.43 years and 2.1%). The following shows the undiscounted cash flows for the remaining years under the lease arrangement as at September 30, 2022. 2022 $ 167,242 2023 599,154 2024 296,339 2025 261,461 2026 264,883 2027 26,468 1,615,547 Less: imputed interest 51,092 1,564,455 Current portion $ 579,345 Long-term portion $ 985,110 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets [Abstract] | |
Intangible Assets | 9. Intangible Assets September 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intellectual property $ 123,143 $ - $ 123,143 Domain name 500,448 44,315 456,133 Brand (Note 4) 1,284,000 119,869 1,164,131 Technology (Note 4) 1,475,000 275,401 1,199,599 $ 3,382,591 $ 439,585 $ 2,943,006 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Intellectual property $ 123,143 $ - $ 123,143 Domain name 500,448 19,293 481,155 Brand (Note 4) 1,284,000 23,569 1,260,431 Technology (Note 4) 1,475,000 54,151 1,420,849 $ 3,382,591 $ 97,013 $ 3,285,578 Amortization expense related to intangible assets in cost of revenues and operating expenses for the three months ended September 30, 2022 was $85,643 and $28,548, respectively (three months ended September 30, 2021 - $8,463 and $2,821). Amortization expense related to intangible assets in cost of revenues and operating expenses for the nine months ended September 30, 2022 was $256,929 and $85,643, respectively (nine months ended September 30, 2021 - $8,463 and $2,821). |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Liability | 10. Warrant Liability Warrant liability comprises of 8,050,000 warrants issued by the Company in public offerings, private placements, and forward purchase contracts as follows: ● Public warrants: As described in Note 2, as a result of the Business Combination Agreement, the Company acquired 7,500,000 warrants previously issued by CFVI with regards to the Offering of 30,000,000 CFVI Units completed on February 23, 2021 (“Public Warrant(s)”). ● Private placement warrants: As described in Note 2, as a result of the Business Combination Agreement, the Company also acquired 175,000 warrants previously issued by CFVI with regards to the sale of 700,000 units (including 175,000 warrants) (“Private Placement Warrants”). ● Forward purchase warrants: As described in Note 2, the Company issued 1,500,000 shares in the Class A Common Stock of the Company and 375,000 warrants (“Forward Purchase Warrants”) to the Sponsor in relation to the CFVI FPA, for gross proceeds of $15,000,000. Each whole Public Warrant, Private Placement Warrant and Forward Purchase Warrant (“Warrants”) entitles the holder to purchase one share of common stock of the Company, par value $0.0001 per share, for $11.50 per share . The Warrants will become exercisable on the later of 30 days after the completion of the Qualifying Transaction or 12 months from the closing of the IPO and will expire 5 years after the completion of the Qualifying Transaction, or earlier upon redemption or liquidation. The exercise price and entitlement of the Warrants is subject to certain adjustments including: i. If the number of outstanding shares of common stock is increased by a stock dividend payable in shares of common stock, or by a split-up of shares of common stock or other similar event, then the number of shares of common stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of common stock. ii. If the Company pays a dividend or makes a distribution in cash, securities or other assets to the holders of the common stock, the Warrant price shall be decreased by the amount of cash and/or the fair market value of any securities or other assets paid on each share of common stock in respect of such extraordinary dividend. iii. If the number of outstanding shares of common stock is decreased by a consolidation, combination, reverse stock split or other similar event, then the number of shares of common stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of common stock. iv. Whenever the number of shares of common stock purchasable upon the exercise of the Warrants is adjusted, the warrant price shall be adjusted by multiplying such warrant price immediately prior to such adjustment by a fraction the numerator of which shall be the number of shares of common stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and the denominator of which shall be the number of shares of common stock so purchasable immediately thereafter. The exercise of the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s Class A shareholders. Not all of the shareholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event. The Warrants may be redeemed, at the option of the Company, at a price of $0.01 per Warrant, provided that the last sales price of the common stock has been at least $18.00 per share during the 20 trading day period starting on the trading day prior to the day of the close of the Qualifying Transaction. These Warrants are traded publicly with fair value being determined as their market price. The warrant liability was valued at $3.86 per warrant on September 16, 2022, the date of Qualifying Transaction. As these are financial liabilities measured at fair value through profit or loss, these Warrants were revalued at September 30, 2022 using the observable market price of $3.15 per warrant resulting in a gain of $5,715,500. As the transfer of Private Placement Warrants and Forward Purchase Warrants to anyone who is not a permitted transferee would result in Private Placement Warrants and Forward Purchase Warrants having substantially the same terms as those issued in public offerings, the Company determined that the fair value of Private Placement Warrants and Forward Purchase Warrants are equivalent to that of the Public Warrants. The Warrants are measured at level 1 and level 2 respectively, of the fair value measurement hierarchy. Further, as these warrants may be exercised by holders on a cashless basis, and the exercise of these warrants may be settled in cash that does not require the participation of all shareholders to trigger the potential cash settlement, the Company has concluded that all of its warrants do not meet the ASC 815-40 conditions of equity classification. |
Other Liability
Other Liability | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities [Abstract] | |
Other Liability | 11. Other Liability The Company has received certain amounts from a third party to assist with certain operating expenditures of the Company. These amounts are to be repaid upon settlement of those expenditures, are non-interest bearing, and have been treated as a long-term liability. As of September 30, 2022, an amount of $500,000 related to these expenses is recorded in other liability (December 31, 2021 - $250,000). |
Temporary Equity
Temporary Equity | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity [Abstract] | |
Temporary Equity | 12. Temporary Equity Preference Shares Authorized Legacy Rumble’s Articles of Incorporation authorized an unlimited number of preference shares for issuance. Legacy Rumble filed Articles of Amendment dated May 14, 2021 to create and authorize 607,360 Class A preferred shares for issuance and to remove the class of preference shares previously authorized. These Class A preferred shares rank senior to the common shares and have conversion rights that allow each Class A preferred share to be converted at the option of the holder at any time and without payment of additional consideration into such number of fully paid and non-assessable Voting Common Shares as is determined by dividing the original issue price of such Class A preferred share by the conversion price at the time of conversion, which is initially equal to the original issue price subject to various adjustments. Issued and outstanding On May 14, 2021, Legacy Rumble issued 606.36 Class A preferred shares, which were subsequently converted into 606,360 Class A preferred shares on a stock split in the ratio of 1,000-to-1. No other preference shares have been issued. These Class A preferred shares are redeemable for Class A common shares of Legacy Rumble upon a change of control event. As part of the transaction, the holders of these Class A preferred shares were also granted an option to purchase additional Class A common shares in Legacy Rumble (the “Option Liability”) at a discount of 30%, subject to certain conditions. The total fair value of this financing arrangement was determined to be $35,714,286 due to the upper limit on the discount price provided to the investors. Gross proceeds of $25,000,000 were allocated between the Class A preferred shares and the Option Liability by first determining the fair value of the Option Liability at $7,500,000 using a probability weighted scenario over the likelihood of this option to be exercised, with the remaining $17,500,000 allocated to equity (using a residual value method). Because these Class A preferred shares are redeemable upon an event that is outside the control of Legacy Rumble, these have been classified and presented as temporary equity on the condensed consolidated interim balance sheet. Transaction costs of $1,015,424 were allocated pro rata between the two components: expenses of $304,627 related to the Option Liability are recorded as finance costs in the consolidated statements of comprehensive loss for the year ended December 31, 2021 with the remaining balance recorded against the value of the Class A preferred shares. On September 16, 2022, in connection with the Qualifying Transaction, all previously issued and outstanding Class A preferred shares were converted into an equivalent number of shares of Legacy Rumble Class A common shares on a 1-to-1 basis, then multiplied by the exchange ratio of 24.5713 shares pursuant to the Business Combination Agreement, and exchanged for shares of Class A Common Stock of the Company. See Note 2 for further details regarding the Qualifying Transaction. Option Liability As described above, on May 14, 2021, the Class A preferred shareholders were granted the right to exercise options for an additional 172.07 Class A common shares (172,020 post stock split) in Legacy Rumble subject to certain conditions. The grant date fair value was determined based on the maximum discount available to these Class A preferred shareholders and the probability of the conditions attached to this option being met. The change in fair value of this Option Liability is on account of Legacy Rumble’s re-assessment of the probability of the conditions attached to this option at each reporting period. As the Option Liability was exercised on November 24, 2021, a change in fair value of the Option Liability of $3,214,286 was recorded in the consolidated statements of comprehensive loss (representing the maximum benefit of $10,714,286) in the 2021 Annual Financial Statements, and the balance of the liability was extinguished via an increase to the value of the Class A common shares issued. See Note 13 for further details. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | 13. Shareholders’ Equity Common Shares Authorized Legacy Rumble’s Articles of Incorporation authorized an unlimited number of common shares for issuance. Articles of Amendment, effective on September 4, 2020, by Legacy Rumble created two classes of common shares initially named Voting Common Shares, subsequently renamed Class A common shares, and Non-Voting Common Shares, subsequently renamed Class B common shares. Legacy Rumble is authorized to issue an unlimited number of each of these classes of common shares. The Company’s Certificate of Incorporation was amended and restated in its entirety and will be effective on the Closing Date. The Company is authorized to issue 1,000,000,000 shares, consisting of: (i) 700,000,000 shares of Class A Common Stock with a par value of $0.0001 per share (ii) 170,000,000 shares of Class C Common Stock with a par value of $0.0001 per share (iii) 110,000,000 shares of Class D Common Stock with a par value of $0.0001 per share (iv) 20,000,000 shares of preferred stock with a par value of $0.0001 per share Legacy Rumble Class A Common Shares The holders of Legacy Rumble Class A common shares are entitled to receive dividends at the discretion of the board of directors and are entitled to one vote for each Legacy Rumble Class A common share held at any meeting of shareholders of Legacy Rumble. The holders of Legacy Rumble Class A common shares are entitled to receive the remaining property of Legacy Rumble upon liquidation, dissolution, or winding-up, whether voluntary or involuntary, and any other distribution of assets of Legacy Rumble among its shareholders for the purpose of winding-up of its affairs subject to the rights of the preference shares described in Note 12. On September 16, 2022, in connection with the Qualifying Transaction, all previously issued and outstanding Legacy Rumble Class A common shares held by Electing Shareholders, were exchanged for 168,762,214 shares of Class C Common Stock, using the Company Exchange Ratio of 24.5713:1.0000 pursuant to the Business Combination Agreement. Additionally, all previously issued and outstanding Legacy Rumble Class A common shares held by Non-Electing Shareholders, were exchanged for 45,647,873 shares of Class A Common Stock pursuant to the Business Combination Agreement. See Note 2 for further details. Legacy Rumble Class B Common Shares The holders of Legacy Rumble Class B common shares are entitled to receive dividends at the discretion of the board of directors. The holders of Legacy Rumble Class B common shares are also entitled to receive the remaining property of Legacy Rumble upon liquidation, dissolution, or winding-up, whether voluntary or involuntary, and any other distribution of assets of Legacy Rumble among its shareholders for the purpose of winding-up of its affairs subject to the rights of the preference shares described in Note 12. The holders of Legacy Rumble Class B common shares are not entitled to vote and will not receive notice of any meeting of shareholders of Legacy Rumble. On September 16, 2022, in connection with the Qualifying Transaction, all previously issued and outstanding Legacy Rumble Class B common shares held by Non-Electing Shareholders were exchanged for 3,322,531 shares of Class A Common Stock pursuant to the Business Combination Agreement. See Note 2 for further details. Class A Common Stock The holders of shares of Class A Common Stock are entitled to one vote for each share of Class A Common Stock held at any meeting of shareholders of the Company. The holders of Class A Common Stock are entitled to receive dividends and other distributions declared or paid by the Company. The holders of Class A Common Stock are entitled to receive the remaining property of the Company upon liquidation, dissolution, or winding-up, whether voluntary or involuntary, and any other distribution of assets of the Company among its shareholders for the purpose of winding-up of its affairs subject to the rights of the preferred shares. On September 16, 2022, in connection with the Qualifying Transaction, the following transactions occurred with regards to Class A Common Stock: ● All Legacy Rumble shares and warrants held by Non-Electing Shareholders were exchanged for 48,970,404 and 14,153,048 shares of Class A Common Stock, respectively. ● CFVI Units in connection with the CFVI Placement Units and FPA were exchanged for 700,000 and 1,875,000 shares of Class A Common Stock, respectively. ● The Company issued 8,300,000 Class A Common Stock through the PIPE. ● CFVI Units in connection with the Offering were exchanged for 29,969,311 shares of Class A Common Stock. ● CFVI Class B Common Stock were exchanged for 7,500,000 shares of Class A Common Stock. Class C Common Stock The holders of shares of Class C Common Stock are entitled to one vote for each share of Class C Common Stock held at any meeting o On September 16, 2022, in connection with the Qualifying Transaction, the following transactions occurred with regards to Class C Common Stock: ● All issued and outstanding Legacy Rumble shares (including Legacy Rumble warrants) held by Electing Shareholders were exchanged for 168,762,214 shares of Class C Common Stock using the Company Exchange Ratio of 24.5713:1.0000 pursuant to the Business Combination Agreement. ● Concurrently with the Qualifying Transaction on September 16, 2022, the Company entered into a share repurchase agreement with Mr. Pavlovski. Upon closing of the Qualifying Transaction, the Company repurchased shares of 1,100,000 Class C Common Stock for a total purchase price of $11,000,000. Of the $11,000,000 of proceeds, Mr. Pavlovski reinvested $1,000,000 to pay the purchase price for the Company’s Class D Common Stock. Class D Common Stock The holders of shares of Class D Common Stock are entitled to 11.2663 votes for each share of Class D Common Stock held at any meeting of shareholders of the Company. The holders of shares of Class D Common Stock are not entitled to receive dividends and other distributions declared or paid by the Company. The holders of shares of Class D Common Stock are not entitled to receive the remaining property of Company upon liquidation, dissolution, or winding-up, whether voluntary or involuntary, and any other distribution of assets of the Company among its shareholders for the purpose of winding-up of its affairs subject to the rights of the preferred shares and Class A Common Stock. For an aggregate price of $1,000,000, upon closing of the Qualifying Transaction, the Company issued and sold to Mr. Pavlovski 105,782,403 shares of the Company’s Class D Common Stock. Issued and outstanding The following shares of common stock are issued and outstanding at: September 30, 2022 December 31, 2021 Number Amount Number Amount Legacy Rumble Class A common shares - $ - 8,119,690 $ 43,223,609 Legacy Rumble Class B common shares - - 135,220 129,761 Class A Common Stock 111,467,763 741,013 - - Class C Common Stock 167,662,214 16,766 - - Class D Common Stock 105,782,403 10,578 - - Balance 384,912,380 $ 768,357 8,254,910 $ 43,353,370 On October 25, 2021, Legacy Rumble effected a stock split of the then outstanding Legacy Rumble common and preference shares at a ratio of 1,000-to-1. Stockholders received a whole share for fractional shares (if applicable) and the par value per common stock remains unchanged. A proportionate adjustment was made to the maximum number of shares issuable under the stock option plan, as amended. On November 24, 2021, Legacy Rumble issued 172,070 Legacy Rumble Class A common shares upon the exercise of the Option Liability at a price of $145.29 per share for gross cash proceeds of $25,000,000. Former holders of the Legacy Rumble’s common shares are eligible to receive up to an aggregate of 76,412,604 additional shares of the Company’s Class A Common Stock if the closing price of the Company’s Class A Common Stock is greater than or equal to $15.00 and $17.50, respectively (with 50% released at each target, or if the latter target is reached first, 100%) for a period of 20 trading days during any 30 trading-day period. The term is five years from the closing of the Qualifying Transaction. If there is a change in control within the five-year period following the closing of the Qualifying Transaction that results in a per share price equal to or in excess of the $15.00 and $17.50 share price milestones not previously met, then the Company shall issue the earnout shares to the holders of Legacy Rumble common shares. The shares are currently being held in escrow until the contingency is met. The Sponsor’s common shares are eligible to receive up to an aggregate of 1,963,750 additional shares of the Company’s Class A Common Stock if the closing price of the Company’s Class A Common Stock is greater than or equal to $15.00 and $17.50, respectively (with 50% released at each target, or if the latter target is reached first, 100%) for a period of 20 trading days during any 30 trading-day period. The term is five years from the closing of the Qualifying Transaction. If there is a change in control within the five-year period following the closing of the Qualifying Transaction that results in a per share price equal to or in excess of the $15.00 and $17.50 share price milestones not previously met, then the Company shall issue the earnout shares to the Sponsor. The shares are currently being held in escrow until the contingency is met. Warrants On September 14, 2020, Legacy Rumble issued a warrant to an arm’s length party in exchange for services. This warrant is convertible to Legacy Rumble Class B common shares equal to 5% undiluted interest in the Legacy Rumble’s total equity at an exercise price of $0.01 CAD per Legacy Rumble Class B common share and expiration term of 20 years. The warrant is subject to a performance condition that was met as of December 31, 2021 and the fair value of the warrant on the grant date, estimated to be $731,281 was recorded in additional paid-in capital as of December 31, 2021. On September 16, 2022, in connection with the Qualifying Transaction, the warrant to purchase Legacy Rumble Class B common shares were exchanged for 14,153,048 shares of Class A Common Stock, using the Company Exchange Ratio of 24.5713:1.0000 pursuant to the Business Combination Agreement. See Note 2 for further details. Restricted Stock Units During the year ended December 31, 2021, Legacy Rumble issued 10,625 Restricted Class B common shares as part of certain employment agreements as well as consideration for the Locals’ acquisition (Note 4). Certain of these Restricted Class B common shares had a performance based vesting condition that was met as of December 31, 2021 and the fair value of the restricted stock units on the grant date, estimated to be $110,838 was recorded in Legacy Rumble Class B common shares as of December 31, 2021. On September 16, 2022, in connection with the Qualifying Transaction, the Legacy Rumble Restricted Class B common shares were converted into an equivalent number of shares of Class A Common Stock on a 1-to-1 basis, then multiplied by the Company Exchange Ratio of 24.5713:1.0000 pursuant to the Qualifying Transaction agreement. See Note 2 for further details. In connection with the Qualifying Transaction, the Company issued 1,100,000 restricted stock units (“RSUs”) as part of an employment agreement. The fair value of the RSUs is $13,244,000 based on the fair value of the restricted stock units on the grant date and will vest over a three years period. The total unrecognized compensation cost for the RSUs issued is $13,072,319 which is expected to be recognized over a weighted-average period of 2.96 years. The Company recognized share-based compensation expense on RSUs for the three and nine months ended September 30, 2022 of $171,681 and $171,681, respectively (three and nine months ended September 30, 2021 - $ nil nil Stock Options On September 1, 2020, the Board of Directors of Legacy Rumble authorized and approved a stock option plan which was amended and restated on April 1, 2021, October 21, 2021 and September 15, 2022. The amendment dated September 16, 2022 (the “Plan”) replaces and supersedes the previous stock option plans of Legacy Rumble. The Plan was assumed in its entirety by Rumble on the Closing Date. Immediately prior to the Closing Date, all outstanding options to purchase Legacy Rumble’s Class A common shares were exchanged into an option to purchase a number of shares of the Company’s Class A Common Stock equal to the number of shares of Legacy Rumble’s Class A common share multiplied by 16.4744, rounded down to the nearest whole share, at an exercise price per share equal to the current exercise price per share for such option divided by 16.4744, rounded up to the nearest whole cent. Additionally, the option holders are eligible to receive up to an aggregate of 28,587,396 shares of Class A Common Stock in respect of the options they hold if the closing price of the Company’s Class A Common Stock is greater than or equal to $15.00 and $17.50, respectively (with 50% released at each target, or if the latter target is reached first, 100%) for a period of 20 trading days during any 30 trading-day period. The term is five years from the closing of the Qualifying Transaction. If there is a change in control within the five-year period following the closing of the Qualifying Transaction that results in a per share price equal to or in excess of the $15.00 and $17.50 share price milestones not previously met, then the Company shall issue the earnout shares to the option holders. All options to purchase common shares of Rumble which were granted pursuant to earlier plans shall remain outstanding in accordance with their terms, provided that from the effective date of the Plan such existing options shall be governed by this Plan. Conditions related to the performance based options had been met as of December 31, 2021, and as such, the fair value of the stock options was recognized in additional paid-in capital as of December 31, 2021. The grant date fair values of the Legacy Rumble options issued under the Plan on various dates were in the range of $0.27 to $30.57 per option and were determined using the Black-Scholes option pricing model based upon the following assumptions: Share price $1.93-$41.23 Exercise price $0.48-$165.80 Risk free interest rate 0.52%-1.33% Volatility 60%-85% Expected life 3-20 years Dividend rate 0.00% The Company estimated the volatility by reference to comparable companies that are publicly traded. Stock option transactions are summarized as follows: Nine months ended September 30, 2022 Twelve months ended Number Weighted Average Exercise Price Number Weighted Average Exercise Price Outstanding, beginning of year 3,531,064 $ 2.25 3,433,000 $ 0.48 Granted - - 98,064 64.28 Forfeited (404 ) 165.80 - - Increase on conversion 54,634,745 0.14 - - Outstanding, end of period 58,165,405 $ 0.14 3,531,064 $ 2.25 Vested and exercisable 57,651,201 $ 0.07 3,493,297 $ 1.17 The total unrecognized compensation cost for stock options issued as at September 30, 2022 is $89,293 (December 31, 2021 - $141,672) which is expected to be recognized over a weighted-average period of 1.57 years (December 31, 2021 – 2.32 The weighted average fair value of the outstanding options as of September 30, 2022 was $0.73 (December 31, 2021 - $0.73). Share options outstanding at September 30, 2022 and December 31, 2021 have the following expiry dates and exercise prices: September 30, 2022 December 31, 2021 Exercise Share Exercise Share Expiry Price Options Price Options 2024 $ 2.50 157,001 $ 41.23 9,530 2026 2.50 376,769 41.23 22,870 2031 0.27 137,905 4.52 8,370 2031 2.50 40,033 41.23 2,430 2031 10.06 332,947 165.80 20,614 2040 0.03 56,556,503 0.48 3,433,000 2041 2.50 564,247 41.23 34,250 Total 58,165,405 3,531,064 Weighted average remaining contractual life of options outstanding 18 years 19 years The Company recognized share-based compensation expense on stock options for the three and nine months ended September 30, 2022 of $16,986 and $50,958, respectively (three and nine months ended September 30, 2021 - $43,834 and $43,834). Loss per Share Basic loss per share is computed by dividing net loss attributable to the Company by the weighted-average number of Class A and Class C Common Stock outstanding, excluding those held in escrow as these are deemed to be contingently returnable shares that must be returned if the earnout contingency is not met, in line with guidance within ASC 260-10-45, Earnings per Share – Presentation, Other Presentation Matters, during the three and nine-month period. Shares of Class D Common Stock do not share in earnings and not participating securities (ie non-economic shares) and therefore, have been excluded from the calculation of weighted-average number of shares outstanding. Diluted loss per share is computed giving effect to all potentially dilutive shares. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies In the normal course of business, to facilitate transactions in services and products, the Company indemnifies certain parties. The Company has agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. Several of these agreements limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and its bylaws contain similar indemnification obligations to its agents. Furthermore, many of the Company’s agreements with its customers and partners require the Company to indemnify them for certain intellectual property infringement claims against them, which would increase costs as a result of defending such claims, and may require that we pay significant damages if there were an adverse ruling in any such claims. Customers and partners may discontinue the use of the Company’s services and technologies as a result of injunctions or otherwise, which could result in loss of revenues and adversely impact the business. It is not possible to make a reasonable estimate of the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. As of September 30, 2022 and December 31, 2021, there were no material indemnification claims that were probable or reasonably possible. As of September 30, 2022, Rumble had received notification of two claims 1) a lawsuit against the Company and one of its shareholders seeking a variety of relief including rescission of a share redemption sale agreement with the Company or damages alleged to be worth $419.0 million and 2) a patent infringement lawsuit against the Company. The Company is defending the claims and considers that the likelihood that it will be required to make a payment to plaintiffs to be remote. Subsequent to quarter end, Rumble received notification of a putative class action lawsuit alleging violations of the Video Privacy Protection Act in the United States District Court for the Middle District of Florida. The Company is defending the claim and considers that the likelihood that it will be required to make a payment to the plaintiffs to be remote. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 15. Fair Value Measurements The Company follows ASC 820, “Fair Value Measurements and Disclosures, ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the most advantageous market for the asset or liability in an orderly transaction. Fair value measurement is based on a hierarchy of observable or unobservable inputs. The standard describes three levels of inputs that may be used to measure fair value. Level 1 - Inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date; Level 2 - Inputs to the valuation methodology other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and the fair value can be determined through the use of models or other valuation methodologies; and Level 3 - Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity of the asset and liability and the reporting entity makes estimates and assumptions relating to the pricing of the asset or liability, including assumptions regarding risk. This includes certain cash flow pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company may measure eligible assets and liabilities at fair value, with changes in value recognized in profit and loss. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities, and did not elect the fair value option for any financial assets or liabilities transacted in the three and nine months ended September 30, 2022 and 2021. |
Financial Instrument Risks
Financial Instrument Risks | 9 Months Ended |
Sep. 30, 2022 | |
Financial Instrument Risks [Abstract] | |
Financial Instrument Risks | 16. Financial Instrument Risks The Company is exposed to the following risks that arise from its use of financial instruments: Market Risk Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no variable interest-bearing debt and therefore, exposure to interest rate risk is minimal at this time. Foreign Currency Risk For the Company’s foreign currency transactions, the fluctuations in the respective exchange rates relative to the Canadian dollar will create volatility in the Company’s cash flows on a period-to-period basis. Additional earnings variability arises from the translation of monetary assets and liabilities denominated in foreign currencies at the rates of exchange at each consolidated balance sheet date, the impact of which is reported as a foreign exchange gain or loss in the determination of comprehensive loss for the period. Liquidity Risk Liquidity risk is the risk that the Company encounters difficulty in meeting its obligations associated with financial liabilities. Liquidity risk includes the risk that, as a result of operational liquidity requirements, the Company will not have sufficient funds to settle a transaction on the due date; will be forced to sell financial assets at a value which is less than what they are worth; or may be unable to settle or recover a financial asset. Liquidity risk arises primarily from the Company’s accounts payable and accrued liabilities. The Company focuses on maintaining adequate liquidity to meet its operating working capital requirements and capital expenditures. The majority of the Company’s financial liabilities are due within one year. Credit Risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to credit risk resulting from the possibility that a customer or counterparty to a financial instrument defaults on their financial obligations or if there is a concentration of transactions carried out with the same counterparty. Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are held in reputable banks in its country of domicile and management believes the risk of loss to be remote. The Company is exposed to credit risk in the event of default by its customers. Accounts receivable are recorded at the invoiced amount, do not bear interest, and do not require collateral. For the three and nine months ended September 30, 2022, a few customers accounted for $7,916,653 and $12,163,616 or 72% and 63% of revenue, respectively. For the three and nine months ended September 30, 2021, a few customers accounted for $1,657,651 and $5,595,704 or 80% and 86% of revenue, respectively. As of September 30, 2022, a few customers accounted for 80% of accounts receivable (December 31, 2021 - 90%); the expected credit loss is not considered material. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. Related Party Transactions The Company’s related parties include directors, shareholders and key management. Compensation paid to related parties totaled $1,130,804 and $1,828,824 for the three and nine months ended September 30, 2022, respectively (three and nine months ended September 30, 2021 - $229,254 and $1,013,131). In addition, the Company paid share-based compensation to key management amounting to $174,950 and $180,852 for the three and nine months ended September 30, 2022, respectively (three and nine months ended September 30, 2021 - $ nil nil On May 25, 2021, the Company purchased the rights to the domain license for $500,449 from a related party. The purchase price of the domain license was determined based on a contractually agreed price. The Company incurred related party expenses for personnel services of $422,598 and $1,213,765 during the three and nine months ended September 30, 2022, respectively (three and nine months ended September 30, 2021 - $312,726 and $760,000). As of September 30, 2022, accounts payable for personnel service was $170,314 (December 31, 2021 - $115,485). As of September 30, 2022, the Company is owed $390,000 from related parties carrying an interest rate of 0.19% per annum, for a Company’s subsidiary’s domain name (December 31, 2021 - $ nil There were no other related party transactions during these periods. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 18. Segment Information Disclosure requirements about segments of an enterprise establish standards for reporting information regarding operating segments in annual financial statements. These requirements include presenting selected information for each segment. Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding how to allocate resources and assess performance. The Company’s chief decision-maker is its chief executive officer. The Company and its chief decision-maker view the Company’s operations and manage its business as one operating segment. The following presents the revenue by geographic region: Three months ended Nine months ended September 30 September 30 2022 2021 2022 2021 United States $ 10,748,228 $ 1,930,899 $ 18,887,940 $ 6,214,898 Canada 109,074 109,025 266,303 132,741 Other 125,880 29,549 273,016 179,176 $ 10,983,182 $ 2,069,473 $ 19,427,259 $ 6,526,815 The Company tracks assets by physical location. Long-lived assets consists of capital assets, net, and are shown below: September 30 December 31, 2022 2021 United States $ 6,078,158 $ 927,322 Canada 457,171 359,527 $ 6,535,329 $ 1,286,849 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events In October 2022, Rumble received notification of a putative class action lawsuit alleging violations of the Video Privacy Protection Act in the United States District Court for the Middle District of Florida. The Company is defending the claim and considers that the likelihood that it will be required to make a payment to the plaintiffs to be remote. In accordance with ASC 855, the Company’s management reviewed all material events through November 10 th |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Significant Events and Transactions [Abstract] | |
Foreign Currency | Foreign Currency The functional currency of the Group is the U.S. dollar. Transactions denominated in currencies other than the U.S. dollar are remeasured using end-of-period exchange rates or exchange rates prevailing at the date of the transaction, and the resulting gains or losses are recognized as a component of operating expenses. |
Fair Value Measurements | Fair Value Measurements The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, lease liabilities, and other liabilities approximated their fair values at September 30, 2022 and December 31, 2021. The Company evaluates the estimated fair value of financial instruments using available market information and management’s estimates. The use of different market assumptions and/or estimation methodologies could have a significant impact on the estimated fair value amounts. See Note 15 for further details. |
Concentration Risk | Concentration Risk A meaningful portion of the Company’s revenue (and a substantial portion of the Company’s net cash from operations that it can freely access) is attributable to Service Agreements with a few customers. See Note 15 for further details. |
Revenue Recognition | Revenue Recognition R evenues are recognized when the control of promised services is transferred to a customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales tax and other similar taxes are excluded from revenues. The Company derives revenues primarily from: ● Advertising fees ● Licensing fees and other Advertising customers pay on a cost-per-click, cost-per-view or cost-per-message-read basis. For cost-per-click and cost-per-v To achieve the core principle of this new standard, the Group applies the following steps: 1. Identification of the contract, or contracts, with the customer The Company determines to have a contract with a customer when the contract is approved, the Company can identify each party’s rights regarding the services to be transferred, the Company can identify the payment terms for the services, the Company has determined the customer has the ability and intent to pay and the contract has commercial substance. 2. Identification of the performance obligations in the contract Performance obligations promised in a contract are identified based on the services and the products that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services and the products is separately identifiable from other promises in the contract. The Company’s performance obligations consist of (i) providing a hosting platform for advertisements, and (ii) licensing of Rumble player. 3. Determination of the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. 4. Allocation of the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). SSP is determined by allocating the transaction price to each performance obligation in an amount that depicts the amount of consideration the Company expects to be entitled to in exchange for transferring those services to the customer. 5. Recognition of the revenue when, or as, the Company satisfies each performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those services. Licensing Fees and Other Under bulk license agreements, the Company’s obligations include hosting the content libraries for access and searching by the customer, updating the libraries with new content provided by the content owner, and making videos selected by the customer available for download, throughout the term of the contract. These services are billed based on the access to the content regardless of the number of videos downloaded. All of these services are highly interdependent as the customer’s ability to derive its intended benefit from the contract depends on the entity transferring both the access to the content library overtime and making the videos available as and when required by the customer for download. These services therefore constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term. The predominant item in the single performance obligation is a license providing a right to access the content library throughout the license period. For these arrangements, the Company recognizes the total fixed fees under the contract as revenue rateably over the term of the contract as the performance obligation is satisfied, as this best depicts the pattern of control transfer. For license agreements related to the Rumble player, the Company’s obligations include providing access to the current version the Rumble player throughout the term of the contract. As part of this arrangement, the customer is required to use the most current version of the player and therefore, the utility of the player to the customer is significantly affected by Rumble’s ongoing activities to maintain and support the player. Revenue is therefore recognized rateably over the term of the contract. In addition, certain arrangements related to the license of the Rumble player include the monetization of content. In these arrangements, Rumble will manage the provision of services to ad providers and share the revenues with the customers. This revenue is recognized over time as user views occur. Other revenues include fees earned from tipping features within the Company’s platform as well as certain cloud, subscription, provision of one-time content, and professional services. Fees from tipping features are recognized at a point in time when a user tips on the platform. Both cloud and subscription services are recognized over time for the duration of the contract. Revenues related to provision of one-time content and professional services have stand-alone functionality to the customer and are recognized at a point in time as services are provided. Variable Consideration Advertising revenues are based on user engagements. Revenue is recorded at the sales price, which is the transaction price, and includes estimates of variable consideration. The amount of variable consideration that is included in the transaction price is constrained as it is based on number of views and/or clicks that will occur, and is included in the sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue will not occur when the uncertainty is resolved. Further, given that the cost-per-click and/or cost-per-view may vary based on the location of the user, the revenue per click/view is also not determinable until it occurs, and therefore, constrained. Given that the transaction price is specifically related to the performance obligation of providing an advertisement hosting platform that can be viewed and/or clicked by users and the amount of consideration expected by the Company is in exchange for providing these services, advertising revenues are recognized as usage occurs over the term of the advertising contract in line with ASC 606-10-32-40. Further, the Company may enter into certain licensing arrangements where consideration may be paid in exchange for rights to monetize content, and therefore, total consideration to be received by the Company may be variable in nature. The Company recognizes this non-cash consideration as a contingent payment, and therefore, does not recognize fair value of the user views promised in these arrangements until control over the content is transferred over to the Company. Further, the usage-based royalty exemption has been taken by the Company for these arrangements. Costs to Obtain a Contract The Company expenses sales commissions when incurred when the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. Principal vs Agent The Company has taken the position as a principal for both advertising and licensing and other revenues, and therefore recognizes revenues on a gross basis, as it has control over both the content that is monetized as well as the platform over which the content is displayed. Further, the Company manages the monetization of content, has discretion over pricing, bears inventory risk and is the only party to the contract with its customers. Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less and for contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed. |
Costs of Revenues | Costs of Revenues Costs of revenues primarily consist of costs related to obtaining, supporting and hosting the Company’s product offerings. These costs include content acquisition costs primarily related to payments to content providers from whom videos and other content are licensed; fees are paid to these providers based on revenues generated. Other fees may also be paid to licensees as part of licensing arrangements discussed above. Other costs of revenues include third-party service provider costs such as data center and networking, as well as staffing costs directly related to professional services fees. On January 1, 2022, the Company changed its accounting policy to include amortization and depreciation in the cost of revenues. This change in accounting policy has been applied retrospectively in these financial statements. The amounts in the condensed consolidated interim statement of comprehensive loss have been reclassified to conform with the presentation in the current year. During the three and nine months ended September 30, 2022, the Company allocated amortization and depreciation of $296,622 and $683,520, respectively. During the three and nine months ended September 30, 2021, the Company allocated amortization and depreciation of $20,995 and $20,995, respectively. |
Deferred Revenue | Deferred Revenue The Company records amounts that have been invoiced to its clients in either deferred revenue or revenue depending on whether the revenue recognition criteria described above have been met. Deferred revenue includes payments received in advance of performance under the contract. |
Contract Assets | Contract Assets The adoption of Topic 606 for revenue recognition included adoption of Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers |
Marketing Costs | Marketing Costs All marketing costs are expensed as incurred and are included in operating expenses on the condensed consolidated interim statement of comprehensive loss. |
Warranties | Warranties The Company’s cloud services and software are generally warranted to perform materially in accordance with user expectation under normal use and circumstances. Warranties may not be purchased separately from services, and only provide assurance that the services comply with agreed-upon specifications. The Company has entered into service-level agreements with substantially all of its cloud services customers warranting defined levels of uptime reliability and performance, and permitting those customers to receive credits if the Company fails to meet those levels. |
Share-Based Compensation | Share-Based Compensation The Company offers a stock option plan for certain of its employees, advisory board members, directors, officers and consultants under which certain stock options have been issued. The Company applies the provisions of ASC 718, Stock-based Compensation Vesting period for the stock options granted is determined by the Board of Directors and the typical vesting for equity awards with service conditions is monthly vesting over three to five years. Requisite service period for Rumble’s stock options subject to service conditions is coterminous with the vesting period specific to those stock options. The Company has also issued equity awards such as warrants, restricted stock units and/or stock options that are subject to certain performance or service conditions. Typical performance condition refers to a change in control and/or the Company becoming publicly traded. Vesting condition for such equity awards is met when either the performance condition is satisfied or deemed likely to be satisfied. Typical service conditions is monthly vesting over three years. The Company has granted a warrant to a non-employee subject only to a performance condition. Under ASC 718, the Company assesses the probability of the performance condition being achieved at each reporting date and records the compensation cost based on the probability of the performance condition being met. Performance condition was met as of December 31, 2021. The Company values stock options and warrants using the Black-Scholes option pricing model. The use of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense and include the share price, the expected life of the option and the share price volatility. When options or warrants are exercised, the corresponding additional paid-in capital and the proceeds received by the Company are credited to share capital. If stock options are repurchased, the excess of the consideration paid over the carrying amount of the stock or stock options repurchased is charged to additional paid-in capital and/or deficit. |
Warrant Liability | Warrant Liability The Company accounts for warrants in connection with the Offering, CFVI Placement Units, and FPA using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company accounts for the warrants in connection with the Offering, CFVI Placement Units, and FPA in accordance with guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity |
Comprehensive Income (Loss) | Comprehensive Income (Loss) ASC 220, Comprehensive Income |
Interest in a Joint Venture | Interest in a Joint Venture One of the Group’s subsidiaries has a 30% membership interest in a joint venture based in Florida, USA named Liberatio Special Ventures LLC (“Liberatio”). Liberatio is involved in the development and operation of an ecosystem, intended to provide customers with the ability to process payments and engage in other related value-driven activities. The Group’s interest in Liberatio is accounted for using the equity method in the financial statements |
New standards or amendments | New stand ards or amendments For the period ended September 30, 2022, no new accounting standard was issued. The following amendments to existing standards are effective January 1, 2022 and have no material impact on the Company’s financial statements: ● Accounting Standards Update 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) ● Accounting Standards Update 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (applicable to convertible instruments The amended standards relevant to the Company that are issued, but not yet effective, up to the date of issuance of Company’s financial statements are listed below. The Company intends to adopt these amendments, if applicable, when they become effective and is currently analyzing them to determine their impact on the financial statements: ● Accounting Standards Update 2022-03—Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ● Accounting Standards Update 2021-08—Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ● Accounting Standards Update 2021-07—Compensation—Stock Compensation (Topic 718): Determining the Current Price of an Underlying Share for Equity-Classified Share-Based Awards (a consensus of the Private Company Council) |
Significant Events and Transa_2
Significant Events and Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Significant Events and Transactions [Abstract] | |
Schedule of number of shares of the company’s common stock outstanding | Class A Class C Class D Total CFVI Public Shareholders 29,969,311 - - 29,969,311 Sponsor Related Parties and Other Holders of Founder’s Shares 10,075,000 - - 10,075,000 Rumble Shareholders 63,123,452 167,662,214 105,782,403 336,568,069 PIPE Investors 8,300,000 - - 8,300,000 Closing shares 111,467,763 167,662,214 105,782,403 384,912,380 |
Schedule of qualifying transaction | Fair value of shares issued by Rumble $ 353,039,304 Net assets acquired: Cash $ 300,797,018 Prepaid expenses 221,016 Accounts payable, accruals, and other liabilities (256,095 ) Warrant liability (29,625,500 ) FPA liability (8,362,419 ) 262,774,020 PIPE escrow proceeds 83,000,000 Sponsor FPA proceeds 15,000,000 Class D Common Stock proceeds 1,000,000 Shares repurchase of Class C Common Stock (11,000,000 ) $ 350,774,020 Excess fair value over net assets acquired – listing fee $ 2,265,284 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule Of Fair Value Of The Assets Acquired And Liabilities Assumed [Abstract] | |
Schedule of fair value of the assets acquired and liabilities assumed | Cash $ 3,420,060 Accounts receivable 900,207 Prepaid expenses 19,726 Capital assets 4,591 Intangible assets 2,759,000 Accounts payable, accruals, and other liabilities (379,914 ) Deferred revenue (219,000 ) Deferred tax liability (128,459 ) Fair value of net identifiable assets acquired 6,376,211 Add: Goodwill 662,899 Total net assets acquired $ 7,039,110 Purchase consideration: Common shares $ 7,038,691 Additional paid-in capital 419 Total consideration $ 7,039,110 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues disaggregated | Three months ended Nine months ended September 30 September 30 2022 2021 2022 2021 Advertising $ 8,208,678 $ 1,526,547 $ 13,956,884 $ 4,920,453 Licensing and other 2,774,504 542,926 5,461,375 1,606,362 Total revenues $ 10,983,182 $ 2,069,473 $ 19,427,259 $ 6,526,815 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | September 30, 2022 Contracted Amortized Fair Market Balance per Maturity Cost Value Sheet Cash Demand $ 355,580,050 $ 355,580,050 $ 355,580,050 Money market funds Demand 1,100,000 1,100,000 1,100,000 $ 356,680,050 $ 356,680,050 $ 356,680,050 December 31, 2021 Contracted Amortized Fair Market Balance per Maturity Cost Value Sheet Cash Demand $ 2,847,375 $ 2,847,375 $ 2,847,375 Money market funds Demand 44,000,000 44,000,000 44,000,000 $ 46,847,375 $ 46,847,375 $ 46,847,375 |
Capital Assets (Tables)
Capital Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of capital assets | September 30, December 31, 2022 2021 Computer hardware $ 6,653,509 $ 1,289,702 Furniture and fixtures 100,921 33,484 Leasehold improvements 420,701 21,065 7,175,131 1,344,251 Accumulated depreciation (639,802 ) (57,402 ) Net carrying value $ 6,535,329 $ 1,286,849 |
Right-of-Use Assets and Lease_2
Right-of-Use Assets and Lease Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Right-of-Use Assets and Lease Liabilities [Abstract] | |
Schedule of right of use assets and lease liabilities | September 30, December 31, 2022 2021 Accumulated Accumulated Cost Depreciation Cost Depreciation Right-of-use assets $ 2,066,882 $ 566,125 $ 1,698,049 $ 182,208 Net book value $ 1,500,757 $ 1,515,841 |
Schedule of undiscounted cash flows for the remaining years under the lease arrangement | 2022 $ 167,242 2023 599,154 2024 296,339 2025 261,461 2026 264,883 2027 26,468 1,615,547 Less: imputed interest 51,092 1,564,455 Current portion $ 579,345 Long-term portion $ 985,110 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | 9. Intangible Assets September 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intellectual property $ 123,143 $ - $ 123,143 Domain name 500,448 44,315 456,133 Brand (Note 4) 1,284,000 119,869 1,164,131 Technology (Note 4) 1,475,000 275,401 1,199,599 $ 3,382,591 $ 439,585 $ 2,943,006 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Intellectual property $ 123,143 $ - $ 123,143 Domain name 500,448 19,293 481,155 Brand (Note 4) 1,284,000 23,569 1,260,431 Technology (Note 4) 1,475,000 54,151 1,420,849 $ 3,382,591 $ 97,013 $ 3,285,578 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of common shares are issued and outstanding | September 30, 2022 December 31, 2021 Number Amount Number Amount Legacy Rumble Class A common shares - $ - 8,119,690 $ 43,223,609 Legacy Rumble Class B common shares - - 135,220 129,761 Class A Common Stock 111,467,763 741,013 - - Class C Common Stock 167,662,214 16,766 - - Class D Common Stock 105,782,403 10,578 - - Balance 384,912,380 $ 768,357 8,254,910 $ 43,353,370 | |
Schedule of grant date fair values of the options issued under the plan Black-Scholes option pricing model | Share price $1.93-$41.23 Exercise price $0.48-$165.80 Risk free interest rate 0.52%-1.33% Volatility 60%-85% Expected life 3-20 years Dividend rate 0.00% | |
Schedule of stock option transactions | Nine months ended September 30, 2022 Twelve months ended Number Weighted Average Exercise Price Number Weighted Average Exercise Price Outstanding, beginning of year 3,531,064 $ 2.25 3,433,000 $ 0.48 Granted - - 98,064 64.28 Forfeited (404 ) 165.80 - - Increase on conversion 54,634,745 0.14 - - Outstanding, end of period 58,165,405 $ 0.14 3,531,064 $ 2.25 Vested and exercisable 57,651,201 $ 0.07 3,493,297 $ 1.17 | |
Schedule of weighted average fair value of the outstanding options | September 30, 2022 December 31, 2021 Exercise Share Exercise Share Expiry Price Options Price Options 2024 $ 2.50 157,001 $ 41.23 9,530 2026 2.50 376,769 41.23 22,870 2031 0.27 137,905 4.52 8,370 2031 2.50 40,033 41.23 2,430 2031 10.06 332,947 165.80 20,614 2040 0.03 56,556,503 0.48 3,433,000 2041 2.50 564,247 41.23 34,250 Total 58,165,405 3,531,064 Weighted average remaining contractual life of options outstanding 18 years 19 years |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of revenue by geographic region | Three months ended Nine months ended September 30 September 30 2022 2021 2022 2021 United States $ 10,748,228 $ 1,930,899 $ 18,887,940 $ 6,214,898 Canada 109,074 109,025 266,303 132,741 Other 125,880 29,549 273,016 179,176 $ 10,983,182 $ 2,069,473 $ 19,427,259 $ 6,526,815 |
Schedule of long-lived assets | September 30 December 31, 2022 2021 United States $ 6,078,158 $ 927,322 Canada 457,171 359,527 $ 6,535,329 $ 1,286,849 |
Significant Events and Transa_3
Significant Events and Transactions (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Nov. 24, 2021 | Feb. 23, 2021 | Sep. 30, 2022 | |
Significant Events and Transactions (Details) [Line Items] | |||
Business combination, description | Each whole CFVI Warrant entitles the holder to purchase one share of CFVI Class A Common Stock at a price of $11.50, and is exercisable on the later of 30 days after the completion of Qualifying Transaction or 12 months from the closing of the Offering, and expires 5 years after the completion of the Qualifying Transaction, or earlier upon redemption of liquidation. | For each share of Legacy Rumble capital stock held by eligible electing Canadian shareholders of Legacy Rumble (the “Electing Shareholders”), the Electing Shareholders receive a number of exchangeable shares in 1000045728 Ontario Inc., an indirect, wholly owned Canadian subsidiary of CFVI (“ExchangeCo”, and such shares, the “ExchangeCo Shares”) equal to the quotient obtained by dividing the Price Per Company Share (as defined below) by $10.00 (the “Company Exchange Ratio”), and such Electing Shareholders concurrently subscribed for nominal value for a corresponding number of shares of Class C common stock, par value $0.0001 per share, of the Company (“Class C Common Stock”), a new class of voting, non-economic shares of common stock of the Company created and issued in connection with the Qualifying Transaction. This resulted in the issuance of 168,762,214 shares of Class C Common Stock of the Company for a par value of $16,876; and ●For each share of Legacy Rumble capital stock held by all other shareholders of Rumble (the “Non-Electing Shareholders”, and collectively with the Electing Shareholders, the “Rumble Shareholders”), such Non-Electing Shareholder received a number of shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) equal to the Company Exchange Ratio. This resulted in the issuance of 48,970,404 shares of Class A Common Stock of the Company for a par value of $4,897. | |
Share redemptions | 30,689 | ||
Sale of units | 1,500,000 | ||
Public per share | $ 10 | ||
Exchange ratio description | Company Exchange Ratio was determined to be 24.5713:1.0000 | ||
Par value of stock | $ 731,281 | ||
option earn out fraction description | (i) the Company Exchange Ratio divided by the Option Exchange Ratio minus (ii) 1.00. “Option Exchange Ratio” means the quotient obtained by dividing (x) by (y), where: (x) is the quotient, expressed as a dollar number, obtained by dividing (i) the sum of (a) $2,136,384,663, representing the sum of $2,100,000,000 plus the cash and cash equivalents balance held by Legacy Rumble as of the date of the Qualifying Transaction (net of debt), plus the aggregate exercise price of all outstanding options to purchase shares of Legacy Rumble capital stock, by (ii) the number of outstanding shares of Legacy Rumble capital stock (calculated on a fully diluted basis in accordance with the Business Combination Agreement); and (y) $10.00. | ||
Aggregate purchase price | $ 1,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Carrying votes per share | $ 11.2663 | ||
Issuance of shares | 8,300,000 | ||
Aggregate proceeds | $ 83,000,000 | ||
Gross proceeds from qualifying transaction | 399,807,596 | ||
Transaction costs | 53,866,750 | ||
Minimum [Member] | |||
Significant Events and Transactions (Details) [Line Items] | |||
Net of outstanding | 3,186,384,663 | ||
Maximum [Member] | |||
Significant Events and Transactions (Details) [Line Items] | |||
Net of outstanding | $ 3,150,000,000 | ||
Initial Public Offering [Member] | |||
Significant Events and Transactions (Details) [Line Items] | |||
Sale of stock | 30,000,000 | ||
Gross proceeds | $ 300,000,000 | ||
Private Placement [Member] | |||
Significant Events and Transactions (Details) [Line Items] | |||
Sale of stock | 1 | ||
Gross proceeds | $ 15,000,000 | ||
Redeemable warrant [Member] | |||
Significant Events and Transactions (Details) [Line Items] | |||
Sale of warrant | 1 | ||
CFVI Placement Units [Member] | |||
Significant Events and Transactions (Details) [Line Items] | |||
Sale of units | 700,000 | ||
Sponsor [Member] | |||
Significant Events and Transactions (Details) [Line Items] | |||
Gross proceeds | $ 7,000,000 | ||
Class A Common Stock [Member] | |||
Significant Events and Transactions (Details) [Line Items] | |||
Gross proceeds | $ 25,000,000 | ||
Remaining shares | 172,070 | 29,969,311 | |
Public per share | $ 145.29 | ||
Additional consideration | 375,000 | ||
Common stock, shares issued | 14,153,048 | ||
Common stock, par value | $ 0.0001 | ||
Transaction shares | 1,875,000 | ||
Par value | $ 188 | ||
Mr. Pavlovski [Member] | |||
Significant Events and Transactions (Details) [Line Items] | |||
Business acquisitions voting | 85% | ||
Mr. Pavlovski [Member] | Class D Common Stock [Member] | |||
Significant Events and Transactions (Details) [Line Items] | |||
Common stock, par value | $ 0.0001 |
Significant Events and Transa_4
Significant Events and Transactions (Details) - Schedule of number of shares of the company’s common stock outstanding | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Significant Events and Transactions (Details) - Schedule of number of shares of the company’s common stock outstanding [Line Items] | |
CFVI Public Shareholders (in Shares) | shares | 29,969,311 |
Sponsor Related Parties and Other Holders of Founder’s Shares (in Shares) | shares | 10,075,000 |
Rumble Shareholders | $ 336,568,069 |
PIPE Investors | 8,300,000 |
Closing shares | $ 384,912,380 |
Class A | |
Significant Events and Transactions (Details) - Schedule of number of shares of the company’s common stock outstanding [Line Items] | |
CFVI Public Shareholders (in Shares) | shares | 29,969,311 |
Sponsor Related Parties and Other Holders of Founder’s Shares (in Shares) | shares | 10,075,000 |
Rumble Shareholders | $ 63,123,452 |
PIPE Investors | 8,300,000 |
Closing shares | $ 111,467,763 |
Class C | |
Significant Events and Transactions (Details) - Schedule of number of shares of the company’s common stock outstanding [Line Items] | |
CFVI Public Shareholders (in Shares) | shares | |
Sponsor Related Parties and Other Holders of Founder’s Shares (in Shares) | shares | |
Rumble Shareholders | $ 167,662,214 |
PIPE Investors | |
Closing shares | $ 167,662,214 |
Class D | |
Significant Events and Transactions (Details) - Schedule of number of shares of the company’s common stock outstanding [Line Items] | |
CFVI Public Shareholders (in Shares) | shares | |
Sponsor Related Parties and Other Holders of Founder’s Shares (in Shares) | shares | |
Rumble Shareholders | $ 105,782,403 |
PIPE Investors | |
Closing shares | $ 105,782,403 |
Significant Events and Transa_5
Significant Events and Transactions (Details) - Schedule of qualifying transaction | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Schedule Of Qualifying Transaction [Abstract] | |
Fair value of shares issued by Rumble | $ 353,039,304 |
Net assets acquired: | |
Cash | 300,797,018 |
Prepaid expenses | 221,016 |
Accounts payable, accruals, and other liabilities | (256,095) |
Warrant liability | (29,625,500) |
FPA liability | (8,362,419) |
Total net assets acquired | 262,774,020 |
PIPE escrow proceeds | 83,000,000 |
Sponsor FPA proceeds | 15,000,000 |
Class D Common Stock proceeds | 1,000,000 |
Shares repurchase of Class C Common Stock | (11,000,000) |
Total | 350,774,020 |
Excess fair value over net assets acquired – listing fee | $ 2,265,284 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Significant Events and Transactions [Abstract] | ||||
Amortization and depreciation | $ 296,622 | $ 20,995 | $ 683,520 | $ 20,995 |
Membership interest | 30% |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Oct. 25, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | |
Business Combinations [Abstract] | |||
Acquired of the interest | 100% | ||
Distribution platform amount | $ 7,039,110 | ||
Business contributed revenues | $ 367,741 | $ 1,300,175 | |
Business incurred losses | $ 1,212,868 | $ 2,489,857 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of fair value of the assets acquired and liabilities assumed | Sep. 30, 2022 USD ($) |
Schedule Of Fair Value Of The Assets Acquired And Liabilities Assumed Abstract | |
Cash | $ 3,420,060 |
Accounts receivable | 900,207 |
Prepaid expenses | 19,726 |
Capital assets | 4,591 |
Intangible assets | 2,759,000 |
Accounts payable, accruals, and other liabilities | (379,914) |
Deferred revenue | (219,000) |
Deferred tax liability | (128,459) |
Fair value of net identifiable assets acquired | 6,376,211 |
Add: Goodwill | 662,899 |
Total net assets acquired | 7,039,110 |
Purchase consideration: | |
Common shares | 7,038,691 |
Additional paid-in capital | 419 |
Total consideration | $ 7,039,110 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 368,739 | $ 30,014 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details) - Schedule of revenues disaggregated - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Revenues Disaggregated Abstract | ||||
Advertising | $ 8,208,678 | $ 1,526,547 | $ 13,956,884 | $ 4,920,453 |
Licensing and other | 2,774,504 | 542,926 | 5,461,375 | 1,606,362 |
Total revenues | $ 10,983,182 | $ 2,069,473 | $ 19,427,259 | $ 6,526,815 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Letter of Credit [Member] | ||
Cash and Cash Equivalents (Details) [Line Items] | ||
Issuance of credit amount | $ 1,000,000 |
Cash and Cash Equivalents (De_2
Cash and Cash Equivalents (Details) - Schedule of cash and cash equivalents - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Amortized Cost [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Cash | $ 355,580,050 | $ 2,847,375 |
Money market funds | 1,100,000 | 44,000,000 |
Cash and cash equivalents | 356,680,050 | 46,847,375 |
Fair Market Value [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Cash | 355,580,050 | 2,847,375 |
Money market funds | 1,100,000 | 44,000,000 |
Cash and cash equivalents | 356,680,050 | 46,847,375 |
Balance per Balance Sheet [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Cash | 355,580,050 | 2,847,375 |
Money market funds | 1,100,000 | 44,000,000 |
Cash and cash equivalents | $ 356,680,050 | $ 46,847,375 |
Capital Assets (Details)
Capital Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Revenues | $ 204,688 | $ 10,805 | $ 412,338 | $ 10,805 |
Operating expenses | $ 91,509 | $ 3,601 | $ 170,062 | $ 6,315 |
Capital Assets (Details) - Sche
Capital Assets (Details) - Schedule of capital assets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $ 7,175,131 | $ 1,344,251 |
Accumulated depreciation | (639,802) | (57,402) |
Net carrying value | 6,535,329 | 1,286,849 |
Computer hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 6,653,509 | 1,289,702 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 100,921 | 33,484 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $ 420,701 | $ 21,065 |
Right-of-Use Assets and Lease_3
Right-of-Use Assets and Lease Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Right-of-Use Assets and Lease Liabilities (Details) [Line Items] | |||||
Cost of revenue | $ 6,291 | $ 1,727 | $ 14,253 | ||
Operating expenses | 137,337 | 11,119 | 369,664 | ||
Interest expense | $ 9,538 | $ 518 | $ 28,146 | $ 2,210 | |
Weighted-average remaining lease term | 3 years 4 months 28 days | 3 years 4 months 28 days | 4 years 5 months 4 days | ||
Weighted-average incremental borrowing rate | 2.40% | 2.40% | 2.10% | ||
Right-of-Use Assets and Lease Liabilities [Member] | |||||
Right-of-Use Assets and Lease Liabilities (Details) [Line Items] | |||||
Cost of revenue | 1,727 | ||||
Operating expenses | $ 36,143 |
Right-of-Use Assets and Lease_4
Right-of-Use Assets and Lease Liabilities (Details) - Schedule of right of use assets and lease liabilities - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Right Of Use Assets And Lease Liabilities Abstract | ||
Cost, Right-of-use assets | $ 2,066,882 | $ 1,698,049 |
Accumulated Depreciation, Right-of-use assets | 566,125 | 182,208 |
Accumulated Depreciation, Net book value | $ 1,500,757 | $ 1,515,841 |
Right-of-Use Assets and Lease_5
Right-of-Use Assets and Lease Liabilities (Details) - Schedule of undiscounted cash flows for the remaining years under the lease arrangement | Sep. 30, 2022 USD ($) |
Schedule Of Undiscounted Cash Flows For The Remaining Years Under The Lease Arrangement Abstract | |
2022 | $ 167,242 |
2023 | 599,154 |
2024 | 296,339 |
2025 | 261,461 |
2026 | 264,883 |
2027 | 26,468 |
Total | 1,615,547 |
Less: imputed interest | 51,092 |
Total right of use assets and lease liabilities | 1,564,455 |
Current portion | 579,345 |
Long-term portion | $ 985,110 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Intangible Assets [Abstract] | ||||
Cost of revenues | $ 85,643 | $ 8,463 | $ 256,929 | $ 8,463 |
Operating expenses | $ 28,548 | $ 2,821 | $ 85,643 | $ 2,821 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Gross Carrying Amount | $ 3,382,591 | $ 3,382,591 |
Accumulated Amortization | 439,585 | 97,013 |
Carrying Amount | 2,943,006 | 3,285,578 |
Intellectual Property [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Gross Carrying Amount | 123,143 | 123,143 |
Accumulated Amortization | ||
Carrying Amount | 123,143 | 123,143 |
Domain name [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Gross Carrying Amount | 500,448 | 500,448 |
Accumulated Amortization | 44,315 | 19,293 |
Carrying Amount | 456,133 | 481,155 |
Brand [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Gross Carrying Amount | 1,284,000 | 1,284,000 |
Accumulated Amortization | 119,869 | 23,569 |
Carrying Amount | 1,164,131 | 1,260,431 |
Technology [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Gross Carrying Amount | 1,475,000 | 1,475,000 |
Accumulated Amortization | 275,401 | 54,151 |
Carrying Amount | $ 1,199,599 | $ 1,420,849 |
Warrant Liability (Details)
Warrant Liability (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Warrant Liability (Details) [Line Items] | |
Warrants issued (in Shares) | shares | 8,050,000 |
Public warrants, description | ●Public warrants: As described in Note 2, as a result of the Business Combination Agreement, the Company acquired 7,500,000 warrants previously issued by CFVI with regards to the Offering of 30,000,000 CFVI Units completed on February 23, 2021 (“Public Warrant(s)”). ●Private placement warrants: As described in Note 2, as a result of the Business Combination Agreement, the Company also acquired 175,000 warrants previously issued by CFVI with regards to the sale of 700,000 units (including 175,000 warrants) (“Private Placement Warrants”). ●Forward purchase warrants: As described in Note 2, the Company issued 1,500,000 shares in the Class A Common Stock of the Company and 375,000 warrants (“Forward Purchase Warrants”) to the Sponsor in relation to the CFVI FPA, for gross proceeds of $15,000,000. |
Purchased shares (in Shares) | shares | 1 |
Per share value | $ 11.5 |
Exercise of the warrants, percentage | 50% |
Price per warrants | $ 0.01 |
Per share value | $ 10 |
Warrants description | The warrant liability was valued at $3.86 per warrant on September 16, 2022, the date of Qualifying Transaction. As these are financial liabilities measured at fair value through profit or loss, these Warrants were revalued at September 30, 2022 using the observable market price of $3.15 per warrant resulting in a gain of $5,715,500. |
Private Placement Warrant [Member] | |
Warrant Liability (Details) [Line Items] | |
Per share value | $ 0.0001 |
Warrants [Member] | |
Warrant Liability (Details) [Line Items] | |
Per share value | $ 18 |
Other Liability (Details)
Other Liability (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | ||
Other liability | $ 500,000 | $ 250,000 |
Temporary Equity (Details)
Temporary Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Nov. 24, 2021 | May 14, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 16, 2022 | |
Temporary Equity (Details) [Line Items] | |||||||
Stock split | on a stock split in the ratio of 1,000-to-1. | ||||||
Percentage of discount option liability | 30% | ||||||
Total fair value of this financing arrangement | $ 35,714,286 | ||||||
Gross proceeds | 25,000,000 | ||||||
Fair value of option liability | 7,500,000 | ||||||
Allocated to equity | $ 17,500,000 | ||||||
Transaction costs | $ 1,015,424 | $ 1,015,424 | |||||
Expenses | $ 91,509 | $ 3,601 | 170,062 | $ 6,315 | |||
Exchange ratio (in Dollars per share) | $ 24.5713 | ||||||
Stock split description | the Class A preferred shareholders were granted the right to exercise options for an additional 172.07 Class A common shares (172,020 post stock split) in Legacy Rumble subject to certain conditions. | ||||||
Option Liability [Member] | |||||||
Temporary Equity (Details) [Line Items] | |||||||
Expenses | $ 304,627 | ||||||
Option liability, description | a change in fair value of the Option Liability of $3,214,286 was recorded in the consolidated statements of comprehensive loss (representing the maximum benefit of $10,714,286) in the 2021 Annual Financial Statements | ||||||
Class A Preferred Shares [Member] | |||||||
Temporary Equity (Details) [Line Items] | |||||||
Class A preferred shares, authorized (in Shares) | 607,360 | ||||||
Class A preferred shares, issued (in Shares) | 606.36 | ||||||
Class A Preferred Shares [Member] | |||||||
Temporary Equity (Details) [Line Items] | |||||||
Converted to class A preference shares (in Shares) | 606,360 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 14, 2020 | Sep. 16, 2022 | Nov. 24, 2021 | Oct. 25, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Shareholders' Equity (Details) [Line Items] | |||||||||
Shares authorized (in Shares) | 1,000,000,000 | 1,000,000,000 | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||
Stock price per share | $ 10 | $ 10 | |||||||
Legacy rumble common stock description | October 25, 2021, Legacy Rumble effected a stock split of the then outstanding Legacy Rumble common and preference shares at a ratio of 1,000-to-1. Stockholders received a whole share for fractional shares (if applicable) and the par value per common stock remains unchanged. A proportionate adjustment was made to the maximum number of shares issuable under the stock option plan, as amended. | ||||||||
Additional shares (in Shares) | 1,963,750 | ||||||||
Target percentage | 100% | 100% | |||||||
Qualifying transaction term | 5 years | ||||||||
Weighted-average period | minus 1 year 208 days | 2 years 3 months 25 days | |||||||
Share-based compensation expense (in Dollars) | $ 16,986 | $ 43,834 | $ 50,958 | $ 43,834 | |||||
Unrecognized compensation cost (in Dollars) | $ 89,293 | $ 89,293 | $ 141,672 | ||||||
Weighted average fair value | $ 0.73 | $ 0.73 | |||||||
Class D Common Stock [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Common stock shares issued (in Shares) | 110,000,000 | 110,000,000 | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||
Stock price per share | $ 11.2663 | $ 11.2663 | |||||||
Aggregate price (in Dollars) | $ 1,000,000 | $ 1,000,000 | |||||||
Preferred Stock [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Preferred stock, shares issued (in Shares) | 20,000,000 | 20,000,000 | |||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | |||||||
Warrant [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Convertible percenatge | 5% | ||||||||
Warrant exercise price | $ 0.01 | ||||||||
Additional paid-in capital (in Dollars) | $ 731,281 | ||||||||
Minimum [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Closing price | 0.27 | ||||||||
Maximum [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Closing price | $ 30.57 | ||||||||
Stock Options [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Target percentage | 100% | 100% | |||||||
Qualifying transaction term | 5 years | ||||||||
Stock Options [Member] | Minimum [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Closing price | $ 15 | ||||||||
Stock Options [Member] | Maximum [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Closing price | $ 17.5 | ||||||||
Class A Common Stock [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Common stock shares issued (in Shares) | 700,000,000 | 700,000,000 | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||
Exchanged shares (in Shares) | 45,647,873 | ||||||||
Qualifying transaction, description | On September 16, 2022, in connection with the Qualifying Transaction, the following transactions occurred with regards to Class A Common Stock: ●All Legacy Rumble shares and warrants held by Non-Electing Shareholders were exchanged for 48,970,404 and 14,153,048 shares of Class A Common Stock, respectively. ●CFVI Units in connection with the CFVI Placement Units and FPA were exchanged for 700,000 and 1,875,000 shares of Class A Common Stock, respectively. ●The Company issued 8,300,000 Class A Common Stock through the PIPE. ●CFVI Units in connection with the Offering were exchanged for 29,969,311 shares of Class A Common Stock. ●CFVI Class B Common Stock were exchanged for 7,500,000 shares of Class A Common Stock. | ||||||||
Stock price per share | $ 145.29 | ||||||||
Aggregate price (in Dollars) | $ 28,587,396 | $ 28,587,396 | |||||||
Share issued (in Shares) | 172,070 | 29,969,311 | 29,969,311 | ||||||
Gross cash proceeds (in Dollars) | $ 25,000,000 | ||||||||
Additional shares (in Shares) | 76,412,604 | ||||||||
Target percentage | 50% | 50% | |||||||
Exercise price per share | $ 16.4744 | ||||||||
Class A Common Stock [Member] | Warrant [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Exchanged shares (in Shares) | 14,153,048 | ||||||||
Class A Common Stock [Member] | Minimum [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Closing price | 15 | ||||||||
Share price | 15 | ||||||||
Common stock, per share | 15 | ||||||||
Class A Common Stock [Member] | Maximum [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Closing price | 17.5 | ||||||||
Share price | 17.5 | ||||||||
Common stock, per share | $ 17.5 | ||||||||
Class A Common Stock [Member] | Stock Options [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Target percentage | 50% | 50% | |||||||
Common stock, per share | $ 16.4744 | ||||||||
Class C Common Stock [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Common stock shares issued (in Shares) | 170,000,000 | 170,000,000 | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||
Exchanged shares (in Shares) | 168,762,214 | ||||||||
Qualifying transaction, description | On September 16, 2022, in connection with the Qualifying Transaction, the following transactions occurred with regards to Class C Common Stock: ●All issued and outstanding Legacy Rumble shares (including Legacy Rumble warrants) held by Electing Shareholders were exchanged for 168,762,214 shares of Class C Common Stock using the Company Exchange Ratio of 24.5713:1.0000 pursuant to the Business Combination Agreement. ●Concurrently with the Qualifying Transaction on September 16, 2022, the Company entered into a share repurchase agreement with Mr. Pavlovski. Upon closing of the Qualifying Transaction, the Company repurchased shares of 1,100,000 Class C Common Stock for a total purchase price of $11,000,000. Of the $11,000,000 of proceeds, Mr. Pavlovski reinvested $1,000,000 to pay the purchase price for the Company’s Class D Common Stock. | ||||||||
Class B Common Stock [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Exchanged shares (in Shares) | 3,322,531 | ||||||||
Expiration term | 20 years | ||||||||
Shares issued (in Shares) | 10,625 | ||||||||
RSU [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Shares issued (in Shares) | 1,100,000 | ||||||||
Fair value of restricted stock unit (in Dollars) | $ 110,838 | ||||||||
Restricted stock units (in Dollars) | $ 13,244,000 | ||||||||
Unrecognized compensation cost (in Dollars) | $ 13,072,319 | ||||||||
Weighted-average period | 2 years 11 months 15 days | ||||||||
Share-based compensation expense (in Dollars) | $ 171,681 | $ 171,681 | |||||||
Mr. Pavlovski [Member] | Class D Common Stock [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Stock issued (in Shares) | 105,782,403 | ||||||||
Sponsor [Member] | Class A Common Stock [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Qualifying transaction, description | The term is five years from the closing of the Qualifying Transaction. If there is a change in control within the five-year period following the closing of the Qualifying Transaction that results in a per share price equal to or in excess of the $15.00 and $17.50 share price milestones not previously met, then the Company shall issue the earnout shares to the Sponsor. The shares are currently being held in escrow until the contingency is met. |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of common shares are issued and outstanding - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Shareholders' Equity (Details) - Schedule of common shares are issued and outstanding [Line Items] | ||
Number of common shares | 384,912,380 | 8,254,910 |
Amount of common shares | $ 768,357 | $ 43,353,370 |
Legacy Rumble Class A common shares [Member] | ||
Shareholders' Equity (Details) - Schedule of common shares are issued and outstanding [Line Items] | ||
Number of common shares | 8,119,690 | |
Amount of common shares | $ 43,223,609 | |
Legacy Rumble Class B common shares [Member] | ||
Shareholders' Equity (Details) - Schedule of common shares are issued and outstanding [Line Items] | ||
Number of common shares | 135,220 | |
Amount of common shares | $ 129,761 | |
Class A Common Stock [Member] | ||
Shareholders' Equity (Details) - Schedule of common shares are issued and outstanding [Line Items] | ||
Number of common shares | 111,467,763 | |
Amount of common shares | $ 741,013 | |
Class C Common Stock [Member] | ||
Shareholders' Equity (Details) - Schedule of common shares are issued and outstanding [Line Items] | ||
Number of common shares | 167,662,214 | |
Amount of common shares | $ 16,766 | |
Class D Common Stock [Member] | ||
Shareholders' Equity (Details) - Schedule of common shares are issued and outstanding [Line Items] | ||
Number of common shares | 105,782,403 | |
Amount of common shares | $ 10,578 |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of grant date fair values of the options issued under the plan Black-Scholes option pricing model | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Shareholders' Equity (Details) - Schedule of grant date fair values of the options issued under the plan Black-Scholes option pricing model [Line Items] | |
Dividend rate | 0% |
Minimum [Member] | |
Shareholders' Equity (Details) - Schedule of grant date fair values of the options issued under the plan Black-Scholes option pricing model [Line Items] | |
Share price (in Dollars per share) | $ 1.93 |
Exercise price (in Dollars per share) | $ 0.48 |
Risk free interest rate | 0.52% |
Volatility | 60% |
Expected life | 3 years |
Maximum [Member] | |
Shareholders' Equity (Details) - Schedule of grant date fair values of the options issued under the plan Black-Scholes option pricing model [Line Items] | |
Share price (in Dollars per share) | $ 41.23 |
Exercise price (in Dollars per share) | $ 165.8 |
Risk free interest rate | 1.33% |
Volatility | 85% |
Expected life | 20 years |
Shareholders' Equity (Details_3
Shareholders' Equity (Details) - Schedule of stock option transactions - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Stock Option Transactions Abstract | ||
Number of Outstanding, beginning of year | 3,531,064 | 3,433,000 |
Weighted Average Exercise Price, Outstanding beginning of year | $ 2.25 | $ 0.48 |
Number of Granted | 98,064 | |
Weighted Average Exercise Price, Granted | $ 64.28 | |
Number of Forfeited | (404) | |
Weighted Average Exercise Price, Forfeited | $ 165.8 | |
Number, Increase on conversion | 54,634,745 | |
Weighted Average Exercise Price, Increase on conversion | $ 0.14 | |
Number of Outstanding, Outstanding, end of period | 58,165,405 | 3,531,064 |
Weighted Average Exercise Price, Outstanding, end of period | $ 0.14 | $ 2.25 |
Number of Vested and exercisable | 57,651,201 | 3,493,297 |
Weighted Average Exercise Price, Vested and exercisable | $ 0.07 | $ 1.17 |
Shareholders' Equity (Details_4
Shareholders' Equity (Details) - Schedule of weighted average fair value of the outstanding options - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Shareholders' Equity (Details) - Schedule of weighted average fair value of the outstanding options [Line Items] | ||
Share Options (in Shares) | 58,165,405 | 3,531,064 |
Weighted average remaining contractual life of options outstanding | 18 years | 19 years |
2024 [Member] | ||
Shareholders' Equity (Details) - Schedule of weighted average fair value of the outstanding options [Line Items] | ||
Exercise Price | $ 2.5 | $ 41.23 |
Share Options (in Shares) | 157,001 | 9,530 |
2026 [Member] | ||
Shareholders' Equity (Details) - Schedule of weighted average fair value of the outstanding options [Line Items] | ||
Exercise Price | $ 2.5 | $ 41.23 |
Share Options (in Shares) | 376,769 | 22,870 |
2031 [Member] | ||
Shareholders' Equity (Details) - Schedule of weighted average fair value of the outstanding options [Line Items] | ||
Exercise Price | $ 0.27 | $ 4.52 |
Share Options (in Shares) | 137,905 | 8,370 |
2031 One [Member] | ||
Shareholders' Equity (Details) - Schedule of weighted average fair value of the outstanding options [Line Items] | ||
Exercise Price | $ 2.5 | $ 41.23 |
Share Options (in Shares) | 40,033 | 2,430 |
2031 Two [Member] | ||
Shareholders' Equity (Details) - Schedule of weighted average fair value of the outstanding options [Line Items] | ||
Exercise Price | $ 10.06 | $ 165.8 |
Share Options (in Shares) | 332,947 | 20,614 |
2040 [Member] | ||
Shareholders' Equity (Details) - Schedule of weighted average fair value of the outstanding options [Line Items] | ||
Exercise Price | $ 0.03 | $ 0.48 |
Share Options (in Shares) | 56,556,503 | 3,433,000 |
2041 [Member] | ||
Shareholders' Equity (Details) - Schedule of weighted average fair value of the outstanding options [Line Items] | ||
Exercise Price | $ 2.5 | $ 41.23 |
Share Options (in Shares) | 564,247 | 34,250 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Commitments and Contingencies [Abstract] | |
Damages alleged | $ 419 |
Financial Instrument Risks (Det
Financial Instrument Risks (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Financial Instrument Risks [Abstract] | |||||
Revenues (in Dollars) | $ 7,916,653 | $ 1,657,651 | $ 12,163,616 | $ 5,595,704 | |
Revenue percentage | 72% | 80% | 63% | 86% | |
Accounts receivables percentage | 80% | 90% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | May 25, 2021 | |
Related Party Transactions [Abstract] | ||||||
Compensation paid to related parties | $ 1,130,804 | $ 229,254 | $ 1,828,824 | $ 1,013,131 | ||
Stock based compensation amount | 174,950 | 180,852 | ||||
Domain license from a related party | $ 500,449 | |||||
Incurred related party expenses | 422,598 | $ 312,726 | 1,213,765 | $ 760,000 | ||
Accounts payable | $ 170,314 | 170,314 | $ 115,485 | |||
Related party carrying amount | $ 390,000 | |||||
Related party interest rate | 0.19% |
Segment Information (Details)
Segment Information (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Segment Information (Details) -
Segment Information (Details) - Schedule of revenue by geographic region - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 10,983,182 | $ 2,069,473 | $ 19,427,259 | $ 6,526,815 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 10,748,228 | 1,930,899 | 18,887,940 | 6,214,898 |
Canada [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 109,074 | 109,025 | 266,303 | 132,741 |
Other [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 125,880 | $ 29,549 | $ 273,016 | $ 179,176 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of long-lived assets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Segment Information (Details) - Schedule of long-lived assets [Line Items] | ||
Long lived assets, net | $ 6,535,329 | $ 1,286,849 |
United States [Member] | ||
Segment Information (Details) - Schedule of long-lived assets [Line Items] | ||
Long lived assets, net | 6,078,158 | 927,322 |
Canada [Member] | ||
Segment Information (Details) - Schedule of long-lived assets [Line Items] | ||
Long lived assets, net | $ 457,171 | $ 359,527 |