Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | RUMBLE INC. | |
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, 2023 | |
Document Fiscal Year Focus | 2023 | |
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 | |
Entity Interactive Data Current | Yes | |
Class A common stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | RUM | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Warrants to purchase one share of Class A common stock | ||
Document Information Line Items | ||
Trading Symbol | RUMBW | |
Title of 12(b) Security | Warrants to purchase one share of Class A common stock | |
Security Exchange Name | NASDAQ | |
Class A Common stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 112,719,126 | |
Class C Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 167,553,628 | |
Class D Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 105,782,403 |
Condensed Consolidated Interim
Condensed Consolidated Interim Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | $ 17,982,150 | $ 10,983,182 | $ 60,571,579 | $ 19,427,259 |
Expenses | ||||
Cost of services (content, hosting, other) | 39,751,475 | 12,287,183 | 106,615,656 | 20,213,175 |
General and administrative | 9,688,129 | 2,861,787 | 27,482,408 | 6,164,406 |
Research and development | 5,111,748 | 1,724,347 | 12,078,168 | 3,721,156 |
Sales and marketing | 3,182,903 | 1,460,177 | 10,215,780 | 3,422,304 |
Acquisition-related transaction costs | 445,833 | 1,150,035 | 1,341,056 | |
Amortization and depreciation | 1,353,071 | 410,388 | 3,077,705 | 924,974 |
Changes in fair value of contingent consideration | (1,335,177) | (1,709,173) | ||
Total expenses | 58,197,982 | 18,743,882 | 158,910,579 | 35,787,071 |
Loss from operations | (40,215,832) | (7,760,700) | (98,339,000) | (16,359,812) |
Interest income | 3,620,882 | 211,728 | 10,499,232 | 234,534 |
Other income (expense) | 104,339 | (24,980) | 85,939 | (49,548) |
Changes in fair value of warrant liability | 7,485,695 | 5,715,500 | 643,195 | 5,715,500 |
Loss before income taxes | (29,004,916) | (1,858,452) | (87,110,634) | (10,459,326) |
Income tax expense | (16,126) | (32,601) | ||
Net loss | $ (29,021,042) | $ (1,858,452) | $ (87,143,235) | $ (10,459,326) |
Loss per share – basic (in Dollars per share) | $ (0.14) | $ (0.01) | $ (0.43) | $ (0.06) |
Weighted-average number of common shares used in computing net loss per share - basic (in Shares) | 201,810,477 | 177,663,321 | 201,287,948 | 174,915,525 |
Cost of services | ||||
Expenses | ||||
Cost of services (content, hosting, other) | $ 737,878 | $ 1,936,685 | ||
General and administrative | ||||
Expenses | ||||
General and administrative | 3,085,754 | 175,159 | 7,523,812 | 182,113 |
Research and development | ||||
Expenses | ||||
Research and development | 365,026 | 6,455 | 730,300 | 19,366 |
Sales and marketing | ||||
Expenses | ||||
Sales and marketing | 132,493 | 7,053 | 300,240 | 21,160 |
Total share-based compensation expense | $ 4,321,151 | $ 188,667 | $ 10,491,037 | $ 222,639 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Loss per share, diluted (in Dollars per share) | $ (0.14) | $ (0.01) | $ (0.43) | $ (0.06) |
Weighted-average number of common shares used in computing net loss per share, diluted (in Shares) | 201,810,477 | 177,663,321 | 201,287,948 | 174,915,525 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 265,883,872 | $ 337,169,279 |
Marketable securities | 1,135,200 | 1,100,000 |
Accounts receivable, net | 6,152,166 | 4,748,189 |
Income taxes receivable | 1,359 | |
Prepaid expenses and other | 13,185,162 | 9,342,691 |
Total current assets | 286,357,759 | 352,360,159 |
Prepaid expenses and other, long term | 1,858,711 | 547,589 |
Property and equipment, net | 17,878,498 | 8,844,232 |
Right-of-use assets, net | 1,844,385 | 1,356,454 |
Intangible assets, net | 10,814,386 | 3,211,305 |
Goodwill | 12,648,045 | 662,899 |
Total assets | 331,401,784 | 366,982,638 |
Current liabilities | ||
Accounts payable and accrued liabilities | 33,513,993 | 14,324,696 |
Deferred revenue | 7,487,591 | 1,040,619 |
Lease liabilities | 670,789 | 583,186 |
Contingent consideration | 980,975 | |
Income taxes payable | 934 | |
Deferred tax liability | 1,629,180 | |
Total current liabilities | 44,282,528 | 15,949,435 |
Lease liabilities, long-term | 1,251,244 | 835,924 |
Contingent consideration, net of current portion | 801,593 | |
Warrant liability | 9,419,305 | 10,062,500 |
Other liability | 500,000 | 500,000 |
Total liabilities | 56,254,670 | 27,347,859 |
Commitments and contingencies | ||
Shareholders’ Equity | ||
Preferred shares | ||
Common shares | 768,522 | 768,357 |
Accumulated Deficit | (115,925,936) | (28,782,701) |
Additional paid-in capital | 390,304,528 | 367,649,123 |
Shareholders’ equity | 275,147,114 | 339,634,779 |
Total liabilities and shareholders’ equity | $ 331,401,784 | $ 366,982,638 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Shareholders’ Equity (Unaudited) - 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 | Accumulated Deficit | Total |
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) | |||||||
Excess fair value over net assets acquired – listing fee | 2,265,284 | 2,265,284 | |||||||
Eliminate CFVI’s historical accumulated deficit | (39,268,872) | (39,268,872) | |||||||
Share based payments | 222,639 | 222,639 | |||||||
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 | ||||||
Balance at Jun. 30, 2022 | $ 43,223,609 | $ 129,761 | 4,426,638 | (25,979,581) | 21,800,427 | ||||
Balance (in Shares) at Jun. 30, 2022 | 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) | |||||||
Excess fair value over net assets acquired – listing fee | 2,265,284 | 2,265,284 | |||||||
Eliminate CFVI’s historical accumulated deficit | (39,268,872) | (39,268,872) | |||||||
Share based payments | 188,667 | 188,667 | |||||||
Loss for the year | (1,858,452) | (1,858,452) | |||||||
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 | ||||||
Balance at Dec. 31, 2022 | $ 741,013 | $ 16,766 | $ 10,578 | 367,649,123 | (28,782,701) | 339,634,779 | |||
Balance (in Shares) at Dec. 31, 2022 | 111,467,763 | 167,662,214 | 105,782,403 | ||||||
Issuance and contingently issuable Class A Common Stock in connection with Callin acquisition | $ 149 | 14,664,682 | 14,664,831 | ||||||
Issuance and contingently issuable Class A Common Stock in connection with Callin acquisition (in Shares) | 981,243 | ||||||||
Issuance costs in connection with Callin acquisition | (40,478) | (40,478) | |||||||
Holdback of Class A Common Stock for the repayment of domain name loan in connection with the acquisition of Locals Technology Inc. | $ (3) | (391,232) | (391,235) | ||||||
Holdback of Class A Common Stock for the repayment of domain name loan in connection with the acquisition of Locals Technology Inc. (in Shares) | (26,731) | ||||||||
Issuance of Class A Common Stock upon vesting of restricted stock units | $ 54 | 54 | |||||||
Issuance of Class A Common Stock upon vesting of restricted stock units (in Shares) | 536,113 | ||||||||
Net share settlement on restricted stock units | $ (35) | (2,068,604) | (2,068,639) | ||||||
Net share settlement on restricted stock units (in Shares) | (347,825) | ||||||||
Share based payments | 10,491,037 | 10,491,037 | |||||||
Loss for the year | (87,143,235) | (87,143,235) | |||||||
Balance at Sep. 30, 2023 | $ 741,178 | $ 16,766 | $ 10,578 | 390,304,528 | (115,925,936) | 275,147,114 | |||
Balance (in Shares) at Sep. 30, 2023 | 112,610,563 | 167,662,214 | 105,782,403 | ||||||
Balance at Jun. 30, 2023 | $ 741,169 | $ 16,766 | $ 10,578 | 387,851,901 | (86,904,894) | 301,715,520 | |||
Balance (in Shares) at Jun. 30, 2023 | 112,488,121 | 167,662,214 | 105,782,403 | ||||||
Issuance and contingently issuable Class A Common Stock in connection with Callin acquisition | $ 2 | 143,714 | 143,716 | ||||||
Issuance and contingently issuable Class A Common Stock in connection with Callin acquisition (in Shares) | 14,386 | ||||||||
Holdback of Class A Common Stock for the repayment of domain name loan in connection with the acquisition of Locals Technology Inc. | $ (3) | (391,232) | (391,235) | ||||||
Holdback of Class A Common Stock for the repayment of domain name loan in connection with the acquisition of Locals Technology Inc. (in Shares) | (26,731) | ||||||||
Issuance of Class A Common Stock upon vesting of restricted stock units | $ 45 | 45 | |||||||
Issuance of Class A Common Stock upon vesting of restricted stock units (in Shares) | 437,987 | ||||||||
Net share settlement on restricted stock units | $ (35) | (1,621,006) | (1,621,041) | ||||||
Net share settlement on restricted stock units (in Shares) | (303,200) | ||||||||
Share based payments | 4,321,151 | 4,321,151 | |||||||
Loss for the year | (29,021,042) | (29,021,042) | |||||||
Balance at Sep. 30, 2023 | $ 741,178 | $ 16,766 | $ 10,578 | $ 390,304,528 | $ (115,925,936) | $ 275,147,114 | |||
Balance (in Shares) at Sep. 30, 2023 | 112,610,563 | 167,662,214 | 105,782,403 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities | ||
Net loss for the period | $ (87,143,235) | $ (10,459,326) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 3,077,705 | 924,974 |
Share-based compensation | 10,491,037 | 222,639 |
Non-cash portion interest expense | 33,255 | 28,145 |
Non-cash portion of operating lease costs | 481,542 | 383,915 |
Change in fair value of warrants | (643,195) | (5,715,500) |
Change in fair value of contingent consideration | (1,709,173) | |
Total Adjustments | (75,412,064) | (14,615,153) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,785,330) | (6,047,258) |
Prepaid expenses and other | (4,952,942) | (3,048,405) |
Accounts payable and accrued liabilities | 16,375,555 | 6,059,222 |
Deferred revenue | 6,446,972 | 338,725 |
Income taxes payable | 256,095 | |
Operating lease liabilities | (502,923) | (342,870) |
Total operating activities | (59,830,732) | (17,399,644) |
Investing activities | ||
Purchase of property and equipment | (11,008,811) | (5,830,881) |
Purchase of intangible assets | (910,399) | |
Purchase of marketable securities | (1,135,200) | |
Sale and maturities of marketable securities | 1,100,000 | |
Cash acquired in connection with Callin acquisition | 1,000,989 | |
Total investing activities | (10,953,421) | (5,830,881) |
Financing activities | ||
Taxes paid from net share settlement for share-based compensation | (462,658) | |
Repayment of Sponsor loan in connection with Qualifying Transaction | (2,173,353) | |
Repurchase of Class C Common Stock | (11,000,000) | |
Proceeds from Qualifying Transaction | 399,807,596 | |
Proceeds from other liabilities | 250,000 | |
Share issuance costs | (40,478) | (53,866,750) |
Total financing activities | (503,136) | 333,017,493 |
Effect of exchange rate changes on cash and cash equivalents | 1,882 | 45,707 |
Decrease in cash and cash equivalents during the period | (71,285,407) | 309,832,675 |
Cash and cash equivalents, beginning of period | 337,169,279 | 46,847,375 |
Cash and cash equivalents, end of period | 265,883,872 | 356,680,050 |
Supplemental disclosure on cash flow information: | ||
Cash paid for income taxes | 32,601 | 4,831 |
Cash paid for interest | 4,212 | 54 |
Cash paid for lease liabilities | 611,639 | 421,923 |
Non-cash investing and financing activities: | ||
Property and equipment in accounts payable and accrued liabilities | 1,522,938 | 341,895 |
Settlement of loan receivable in exchange for Class A Common Stock | 391,235 | |
Non-cash consideration related to the acquisition of Callin (Note 3) | 18,226,572 | |
Recognition of operating right-of-use assets in exchange for operating lease liabilities | $ 969,473 | $ 368,831 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Overview and Basis of Presentation [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 located at 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 under the symbol “RUM” and “RUMBW”, respectively. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated interim financial statements (the “financial statements”) are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the results of the Company and its wholly-owned subsidiaries. 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 the Company’s annual consolidated financial statements for the year ended December 31, 2022 (“Annual Financial Statements”). These financial statements have been prepared using the same accounting policies that were described in Note 3 to the Annual Financial Statements. 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 share-based compensation awards; estimates in the determination of the fair value of assets acquired and liabilities assumed in connection with business combinations; 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Right-of-Use Assets and Lease Liabilities The Company has elected the practical expedient to not recognize right-of-use assets and lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the commencement date. Share-Based Compensation The Company issued equity awards such as stock options and restricted stock units for certain of its employees, advisory board members, directors, officers and consultants. The Company measures all share-based compensation awards using a fair value-based measure. For awards with a market condition, the market condition is taken into consideration in the fair value-based measure, whereas service and performance conditions are taken into consideration in determining the share-based compensation expense. For equity awards granted that have only a service condition, the Company recognizes the share-based compensation expense on a straight-line basis over the requisite service period. The vesting period for the equity awards granted is determined by the Company’s board of directors and the typical vesting period for equity awards with service conditions range from ten months to four years. The requisite service period for Rumble’s equity awards subject only to service conditions is coterminous with the vesting period specific to those equity awards. For equity awards with either a market condition or a performance condition, the Company determines the fair value of each tranche of the award, and then recognizes the share-based compensation expense associated with each tranche of the award over the requisite service period for that tranche. For equity awards with a performance condition, the Company assesses the likelihood of the performance condition underlying an award being met, and recognizes a share-based compensation expense associated with that award only if it is probable the performance condition will be met. Where the performance condition underlying an award is a change in control, the Company considers the performance condition to be probable only when it occurs. Forfeitures are accounted for when they occur. Business Combinations The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs. The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration is measured at fair value at the acquisition date. For contingent consideration that do not meet all the criteria for equity classification, such contingent consideration are required to be recorded at their initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the condensed consolidated interim statements of operations in the period of change. When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date Accounting Standards Adopted Accounting Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance was subsequently amended by ASU 2018-19, Codification Improvements, ASU 2019-04, Codification Improvements, ASU 2019-05, Targeted Transition Relief, ASU 2019-10, Effective Dates, and ASU 2019-11, Codification Improvements. These ASUs are effective for Smaller Reporting Companies for fiscal years beginning after December 15, 2022, including interim periods therein. The Company adopted this ASU effective January 1, 2023. The adoption did not have a material impact on the condensed consolidated interim financial statements. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations On May 15, 2023 (the “Acquisition Date”), the Company acquired 100% of the outstanding equity of Callin Corp. (“Callin”), a podcasting and live streaming platform. Callin creates a seamless experience for its users to create, discover, and consume live and recorded content. The Company has determined that Callin meets the definition of a business and has accounted for the acquisition as a business combination. A provisional estimate of the fair value of the assets acquired and the liabilities assumed by the Company in connection with the acquisition is as follows: Total consideration $ 18,226,572 Net assets acquired: Cash $ 1,000,989 Accounts receivable 10,939 Prepaid expenses 200,651 Property and equipment 37,841 Intangible assets 7,758,000 Accounts payable, accruals, and other liabilities (1,137,814 ) Deferred tax liability (1,629,180 ) Total net assets acquired $ 6,241,426 Goodwill $ 11,985,146 The provisional estimate of fair value of the consideration consists of the following: Fair Value Shares issued $ 6,055,409 Shares to be issued 3,747,209 Replacement awards 15,578 Contingent consideration (liability) – retention payments 3,491,741 Contingent consideration (equity) – milestone 1 2,490,152 Contingent consideration (equity) – milestone 2 2,356,483 Contingent consideration payable 70,000 Total consideration $ 18,226,572 Under the terms of the acquisition agreement, the Company is required to issue upfront share consideration of 981,243 shares of Class A Common Stock to the preferred shareholders and SAFE note holders of Callin, of which 606,147 shares had been issued as of September 30, 2023. The fair value of the Company’s Class A Common Stock on the acquisition date was $9.99 per share. In addition, the Company issued rights to four payments of 375,000 contingently issuable shares of Class A Common Stock to the common shareholders, series FF preferred shareholders, option holders and continuing employees of Callin contingent on the following conditions being met: ● Retention payment 1: Services are provided by a selling shareholder for 12 months; ● Retention payment 2: Services are provided by a selling shareholder for 24 months; ● Milestone payment 1: Within 12 months, certain feature development and technical performance criteria are achieved, and the acquired technology is integrated into the Company’s existing software and ● Milestone payment 2: Within 24 months, certain feature development and technical performance criteria are achieved. In assessing what is part of the business combination, the Company has determined that because the two retention payments are conti The following table shows the breakdown of the contingently issuable shares: Number of Contingent consideration 903,689 Share-based compensation (Note 13) 596,311 Total contingently issuable shares 1,500,000 The fair value of the contingent consideration has been estimated as follows: Retention payments 1 and 2 The Company has determined that retention payments 1 and 2 are one unit of account requiring the Company to issue a variable number of shares that is not indexed to the Company’s stock. As a result, the consideration that is contingent on one of the selling shareholder’s providing services has been classified as a liability. The contingent consideration is classified Level 3 in the fair value hierarchy. The key inputs into the fair value determination are the expected number of shares to be issued and the share price on the acquisition date. At the acquisition date, management estimated the number of shares to be issued is 349,523. The Company has recognized a change in fair value of this contingent consideration of $1,709,173 due to the change in the Company’s stock price and the probability of each contingency being met during the period between the acquisition date and the period end. Milestone payments 1 and 2 The Company has determined that milestone payments 1 and 2 are separate units of account because a fixed number of shares will be issued if each contingency is met, and meeting one contingency is not dependent on the other. The key inputs into the fair value determination are the probability of each contingency being met, and the share price on the acquisition date. Due to the complexity of the valuation process and short period between the acquisition date and the period end, the identification and measurement of the assets acquired, and liabilities assumed, as well as the measurement of consideration and contingent consideration is provisional and is subject to adjustment upon the completion of the valuation process and analysis of resulting tax effects. The Company will finalize the accounting for the acquisition no later than one year from the acquisition date and will reflect these adjustments in the reporting period in which the adjustments are determined as required by ASC 805. Differences between these provisional estimates and the final acquisition accounting may occur and these differences could have a material impact on the Company’s future financial position and results of operations. During the three months ended September 30, 2023, the Company adjusted certain provisional amounts recognized at the acquisition date. An adjustment was made to increase upfront share consideration by $143,716 with a corresponding adjustment to goodwill. The acquired goodwill relates to Callin’s workforce and synergies that are expected to be realized upon the integration of Callin’s technology with the Rumble platform. Such synergies will include the ability to leverage the creator relationships that Rumble has secured to date and will allow for a greater ability to establish brand recognition and monetization of the Callin platform in the future. The goodwill is not expected to be deductible for tax purposes. Acquisition-related transaction costs incurred by the Company in the three and nine months ended September 30, 2023 were $130,833 and $835,035, respectively. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contracts with Customers [Abstract] | |
Revenue from Contracts with Customers | 4. Revenue from Contracts with Customers The following table presents revenues disaggregated by type: Three months ended Nine months ended September 30 September 30 2023 2022 2023 2022 Advertising $ 11,513,208 $ 9,208,678 $ 46,089,475 $ 13,965,884 Licensing and other 6,468,942 1,774,504 14,482,104 5,461,375 Total revenues $ 17,982,150 $ 10,983,182 $ 60,571,579 $ 19,427,259 Deferred Revenue Deferred revenue recorded is expected to be fully recognized within 12 months of the balance sheet date. The deferred revenue balance as of September 30, 2023 was $7,487,591 (December 31, 2022 - $1,040,619). |
Cash, Cash Equivalents, and Mar
Cash, Cash Equivalents, and Marketable Securities | 9 Months Ended |
Sep. 30, 2023 | |
Cash, Cash Equivalents, and Marketable Securities [Abstract] | |
Cash, Cash Equivalents, and Marketable Securities | 5 Cash, Cash Equivalents, and Marketable Securities Cash and cash equivalents consist of the following: September 30, 2023 Contracted Maturity Balance Cash Demand $ 15,379,169 Treasury bills and money market funds Demand 250,504,703 $ 265,883,872 December 31, 2022 Contracted Maturity Balance Cash Demand $ 3,519,674 Treasury bills and money market funds Demand 333,649,605 $ 337,169,279 Cash and cash equivalents are carried at amortized cost, which approximates their fair market value. Marketable securities consist of term deposits of $1,135,200 as of September 30, 2023 (December 31, 2022 - $1,100,000). The Company did not have any long-term investments as of September 30, 2023 or December 31, 2022. As of September 30, 2023, the Company had a guarantee/ standby letter of credit for $1,362,500 which will be used for the running of the day-to-day business operations (December 31, 2022 - $1,257,500). |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment September 30, December 31, 2023 2022 Computer hardware $ 18,947,592 $ 8,866,157 Furniture and fixtures 109,304 100,921 Leasehold improvements 1,878,404 921,570 20,935,300 9,888,648 Accumulated depreciation (3,056,802 ) (1,044,416 ) Net carrying value $ 17,878,498 $ 8,844,232 Depreciation expense on property and equipment for the three and nine months ended September 30, 2023 was $793,389 and $2,012,386, respectively (three and nine months ended September 30, 2022 - $296,197 and $582,400) |
Right-of-Use Assets and Lease L
Right-of-Use Assets and Lease Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Right-of-Use Assets and Lease Liabilities [Abstract] | |
Right-of-Use Assets and Lease Liabilities | 7. Right-of-Use Assets and Lease Liabilities The Company leases several facilities under non-cancelable operating leases with no right of renewal. Our leases have original lease periods expiring between 2023 and 2027. The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. September 30, 2023 December 31, Accumulated Accumulated Cost Depreciation Cost Depreciation Right-of-use assets $ 2,896,409 $ (1,052,024 ) $ 1,926,936 $ (570,482 ) Net book value $ 1,844,385 $ 1,356,454 Operating lease costs for the three and nine months ended September 30, 2023 were $222,696 and $552,706, respectively (three and nine months ended September 30, 2022 - $153,166 and $412,063) and are included in general and administration expenses in the condensed consolidated interim statement of operations. As of September 30, 2023, the weighted-average remaining lease term and weighted-average incremental borrowing rate for the operating leases were 2.79 years and 6.25%, respectively (December 31, 2022 – 3.59 years and 2.43%). The following shows the undiscounted cash flows for the remaining years under the lease arrangement as of September 30, 2023. 2023 $ 207,689 2024 712,393 2025 626,282 2026 480,067 2027 26,052 2,052,483 Less: imputed interest * (130,450 ) 1,922,033 Current portion $ 670,789 Long-term portion $ 1,251,244 * Imputed interest represents the difference between undiscounted cash flows and discounted cash flows |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets [Abstract] | |
Intangible Assets | 8. Intangible Assets September 30, 2023 Gross Accumulated Net Carrying Amount Intellectual property $ 461,663 $ (93,522 ) $ 368,141 Domain name 500,448 (77,678 ) 422,770 Brand 1,284,000 (248,269 ) 1,035,731 Technology 9,233,000 (1,152,251 ) 8,080,749 Internal-use software 1,066,648 (159,653 ) 906,995 $ 12,545,759 $ (1,731,373 ) $ 10,814,386 December 31, 2022 Gross Accumulated Net Intellectual property $ 123,143 $ (71,019 ) $ 52,124 Domain name 500,448 (52,656 ) 447,792 Brand 1,284,000 (151,969 ) 1,132,031 Technology 1,475,000 (349,151 ) 1,125,849 Internal-use software 494,769 (41,260 ) 453,509 $ 3,877,360 $ (666,055 ) $ 3,211,305 Amortization expense related to intangible assets for the three and nine months ended September 30, 2023 was $559,682 and $1,065,319, respectively (three and nine months ended September 30, 2022 - $114,491 and $342,574). For intangible assets held as of September 30, 2023, estimated future amortization expense is as follows: 2023 $ 562,924 2024 2,266,765 2025 2,244,261 2026 2,190,110 2027 1,908,001 Thereafter 1,642,325 $ 10,814,386 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill [Abstract] | |
Goodwill | 9. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Changes in the carrying amount of goodwill for the nine months ended September 30, 2023 were as follows: Balance, December 31, 2022 $ 662,899 Acquisitions 11,985,146 Balance, September 30, 2023 $ 12,648,045 |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2023 | |
Warrant Liability [Abstract] | |
Warrant Liability | 10. Warrant Liability Warrant liability consists of warrants issued by the Company in public offerings, private placements, and forward purchase contracts. As of September 30, 2023, the number of warrants outstanding and weighted-average exercise price were 8,050,000 warrants and $11.50, respectively (December 31, 2022 - 8,050,000 and $11.50). The warrants are exercisable and will expire September 16, 2027, or earlier upon redemption or liquidation. All the Company’s warrants that are classified as liabilities are publicly traded and are classified as Level 1 in the fair value hierarchy. The change in fair value of the warrants are as follows: Balance, December 31, 2022 $ 10,062,500 Change in fair value 6,842,500 Balance, June 30, 2023 $ 16,905,000 Change in fair value (7,485,695 ) Balance, September 30, 2023 $ 9,419,305 |
Other Liability
Other Liability | 9 Months Ended |
Sep. 30, 2023 | |
Other Liability [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, and are non-interest bearing, and have been treated as a long-term liability. As of September 30, 2023, an amount of $500,000 related to these expenses is recorded in other liability (December 31, 2022 - $500,000). |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Shareholders’ Equity [Abstract] | |
Shareholders’ Equity | 12. Shareholders’ Equity Common and Preference Shares Authorized The Company is authorized to issue 1,000,000,000 shares as of September 30, 2023 and December 31, 2022, 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 Issued and outstanding The following shares of common stock are issued and outstanding at: September 30, 2023 December 31, 2022 Number Amount Number Amount Class A Common Stock 112,610,563 $ 741,178 111,467,763 $ 741,013 Class C Common Stock 167,662,214 16,766 167,662,214 16,766 Class D Common Stock 105,782,403 10,578 105,782,403 10,578 Balance 386,055,180 $ 768,522 384,912,380 $ 768,357 Certain shareholders are eligible to receive up to an aggregate of 78,376,354 additional shares of the Company’s Class A Common Stock (inclusive of ExchangeCo shares exchangeable for 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 will expire September 16, 2027. If there is a change in control prior to September 16, 2027 resulting 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 these shareholders. The shares are currently being held in escrow until the contingency is met. In connection with the business combination described in Note 3, the Company has held 375,096 shares of Class A Common Stock and will be released upon receipt of customary documentation from the applicable former Callin shareholders. In addition, 504,695 shares of Class A Common Stock are contingently issuable based on the satisfaction of the contingencies described in Note 3. |
Share-Based Compensation Expens
Share-Based Compensation Expense | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation Expense [Abstract] | |
Share-Based Compensation Expense | 13. Share-Based Compensation Expense Share-based compensation expenses are summarized as follows: Three months ended Nine months ended September 30 2023 2022 2023 2022 Restricted stock units $ 2,025,557 $ 171,681 $ 6,231,103 $ 171,681 Stock options 1,237,565 16,986 2,693,771 50,958 Rights to contingent consideration 1,058,030 - 1,566,163 - $ 4,321,152 $ 188,667 $ 10,491,037 $ 222,639 Restricted Stock Units The following table reflects the continuity of restricted stock units (“RSUs”) transactions: Nine months ended Number Weighted Outstanding, beginning of year 1,548,098 $ 11.62 Granted 634,341 8.59 Vested (536,113 ) 11.23 Forfeited (8,033 ) 9.03 Outstanding, end of period 1,638,293 $ 10.59 The total unrecognized compensation cost for the RSUs issued is $14,843,463 which is expected to be recognized over a weighted-average period of 1.89 years. Stock Options During the nine months ended September 30, 2023, the Company issued stock options that were subject to certain performance or service conditions. The grant date fair values of the options issued on various dates were in the range of $4.67 to $9.23 per option. The fair value of the options was determined using either a Black-Scholes option pricing model or a Monte Carlo simulation methodology that included simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The following assumptions were made: Share price $7.16-$10.36 Exercise price $7.16-$10.36 Risk-free interest rate 3.42%-4.24% Volatility 95%-97% Expected life 10 years Dividend rate 0.00% The Company estimated the volatility by reference to comparable companies that are publicly traded. The following table reflects the continuity of stock option transactions: Nine months ended September 30, 2023 Service Conditions Performance Conditions Number Weighted Exercise Price Number Weighted Exercise Price Outstanding, beginning of year 58,607,457 $ 0.22 - $ - Granted 1,452,937 9.41 358,249 9.42 Forfeited (36,949 ) 9.45 - - Outstanding, end of period 60,023,445 $ 0.43 358,249 $ 9.42 Vested and exercisable 57,874,192 $ 0.10 - $ - 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 will expire September 16, 2027. If there is a change in control prior to September 16, 2027 resulting 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. The total unrecognized compensation cost for options with a service only condition and options with a performance condition as of September 30, 2023 was $12,921,320 and $3,000,000, respectively. For the options with a service only condition, the cost is expected to be recognized over a weighted average period of 2.22 years. As of September 30, 2023, the Company has determined that it is not probable that the conditions related to the performance-based stock options will be met, and therefore, the Company has not recognized the related expense in the condensed consolidated interim statement of operations. The weighted average fair value of the outstanding options with a service only condition and options with a performance condition as of September 30, 2023 was $0.97 and $8.37, respectively. Rights to Contingent Consideration In connection with the acquisition of Callin as described in Note 3, the Company was required to replace unvested options, unvested series FF preferred shares, and restricted common stock held by continuing employees of Callin with a right to receive contingent consideration. If the underlying contingencies are met, the obligation will be satisfied by the issuance of shares of Class A Common Stock. In addition, as described in Note 3, two of the contingent consideration tranches are dependent on one selling shareholder providing services to the Company. Where rights to receive contingent consideration were issued to replace unvested awards of the acquired company, the Company has allocated an amount to consideration based on the fair value of the original award at the acquisition date. The amount allocated is based on the period of time vested as of the acquisition date in relation to the greater of the vesting period of the original award and the total service requirement as per the below. The difference between the fair value of the new award on the acquisition date and the amount allocated to consideration is post-combination expense, as laid out below: Fair value Allocated to consideration $ 15,578 Allocated to post-combination services 5,941,563 Total fair value of rights $ 5,957,141 The portion of the fair value allocated to post-combination services will be recognized in the consolidated statement of operations over the remaining service period. Service Performance Outstanding, beginning of year - - Granted 351,063 245,248 Forfeited - - Outstanding, end of period 351,063 245,248 During the three and nine months ended September 30, 2023, share-based compensation expense of $1,058,030 and $1,566,163 was recognized in the condensed consolidated interim statement of operations related to the rights to contingent consideration (three and nine months ended September 30, 2022 - $ nil nil |
Loss per Share
Loss per Share | 9 Months Ended |
Sep. 30, 2023 | |
Loss per Share [Abstract] | |
Loss per Share | 14. 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 during the three and nine months ended September 30, 2023 and 2022. Shares of Class D Common Stock do not share in earnings and not participating securities (i.e. 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, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Commitments The Company has minimum contractual cash commitments of approximately $130 million as of September 30, 2023, which are primarily related to programming and content, leases, and other service arrangements. The majority of these commitments will be paid over five years commencing in 2023. In addition to the minimum contractual cash commitments, the Company has programming and content agreements that have variable cost arrangements. These future costs are dependent upon many factors and are difficult to anticipate, however, these costs may be substantial. Legal Proceedings 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, 2023 and December 31, 2022, there were no material indemnification claims that were probable or reasonably possible. As of September 30, 2023, Rumble had received notification of several 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; (2) a patent infringement lawsuit against the Company and (3) 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 claims and considers that the likelihood that it will be required to make a payment to plaintiffs to be remote. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 16. Fair Value Measurements Credit and Concentration 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, cash equivalents, marketable securities and accounts receivable. The Company’s cash, cash equivalents, and marketable securities 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 months ended September 30, 2023, one customer accounted for $5,751,157 or 32% of revenue (three months ended September 30, 2022 - $5,808,768 or 53%). For the nine months ended September 30, 2023, one customer accounted for $29,762,071 or 49% of revenue (nine months ended September 30, 2022 - $5,808,768 or 30%). As of September 30, 2023, one customer accounted for 36% of accounts receivable (December 31, 2022 - 66%), which has been collected in the month of October 2023. The allowance for credit losses at September 30, 2023 was $ nil nil |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. Related Party Transactions The Company’s related parties include directors, shareholders and key management. Compensation to related parties totaled $3,251,238 and $9,535,624 for the three and nine months ended September 30, 2023, respectively (three and nine months ended September 30, 2022 - $1,443,254 and $2,438,843). Of such amounts, the Company awarded share-based compensation to related parties amounting to $1,980,511 and $5,802,382 for the three and nine months ended September 30, 2023, respectively (three and nine months ended September 30, 2022 - $174,950 and $180,852). The Company incurred related party expenses for personnel services of $709,101 and $1,978,136 during the three and nine months ended September 30, 2023 respectively (three and nine months ended September 30, 2022 - $422,598 and $1,181,965). As of September 30, 2023, accounts payable for personnel services was $211,844 (December 31, 2022 - $174,351). As of October 25, 2021, the Company was owed $390,000 from related parties pursuant to a loan carrying an interest rate of 0.19% per annum. The loan was originally incurred in connection with the purchase of a Company subsidiary’s domain name. During the three months ended September 30, 2023, the outstanding loan was repaid in full through the holdback and surrender of 26,731 shares of Class A Common Stock which the borrower was otherwise entitled to receive. There were no other related party transactions during these periods. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Information [Abstract] | |
Segment Information | 18. Segment Information Disclosure requirements about segments of an enterprise establish standards for reporting information regarding operating segments in the condensed consolidated interim 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 2023 2022 2023 2022 United States $ 15,861,360 $ 10,748,228 $ 55,659,103 $ 18,887,940 Canada 401,102 109,074 697,985 266,303 Other 1,719,688 125,880 4,214,491 273,016 $ 17,982,150 $ 10,983,182 $ 60,571,579 $ 19,427,259 The Company tracks assets by physical location. Long-lived assets consists of property and equipment, net, and are shown below: September 30, December 31, United States $ 17,497,670 $ 8,401,351 Canada 380,828 442,881 $ 17,878,498 $ 8,844,232 |
Reclassifications of Previously
Reclassifications of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2023 | |
Reclassifications of Previously Issued Financial Statements [Abstract] | |
Reclassifications of Previously Issued Financial Statements | 19. Reclassifications of Previously Issued Financial Statements Certain amounts for prior periods have been reclassified in the condensed consolidated interim financial statements to conform to the current year presentation. There has been no impact on previously reported net loss or shareholders’ equity from such reclassifications. The following table summarizes the impact of the reclassification adjustments on the Company’s condensed consolidated interim statement of operations for the three and nine months ended September 30, 2022 as included in the Form 10-Q filed with the SEC on November 14, 2022. As previously Adjustments As reclassified Condensed consolidated statements of operations for the three months ended: September 30, 2022 Cost of revenues $ 7,489,884 $ (7,489,884 ) $ - Cost of services (content, hosting, and other) - 12,287,183 12,287,183 General and administrative 2,545,408 316,379 2,861,787 Research and development 1,717,892 6,455 1,724,347 Sales and marketing 6,547,045 (5,086,868 ) 1,460,177 Share-based compensation 188,667 (188,667 ) - Foreign exchange loss (gain) 24,980 (24,980 ) - Amortization and depreciation 257,394 152,994 410,388 Interest income (expense), net 210,548 1,180 211,728 Other income (expense) - (24,980 ) (24,980 ) Income tax (expense) recovery 3,588 (3,588 ) - Condensed consolidated statements of operations for the nine months ended: September 30, 2022 Cost of revenues $ 14,671,468 $ (14,671,468 ) $ - Cost of services (content, hosting, and other) - 20,213,175 20,213,175 General and administrative 5,577,028 587,378 6,164,406 Research and development 3,701,790 19,366 3,721,156 Sales and marketing 9,626,375 (6,204,071 ) 3,422,304 Share-based compensation 222,639 (222,639 ) - Foreign exchange loss (gain) 49,548 (49,548 ) - Amortization and depreciation 625,369 299,605 924,974 Interest income (expense), net 231,999 2,535 234,534 Other income (expense) - (49,548 ) (49,548 ) Income tax (expense) recovery (18,811 ) 18,811 - |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events On October 3, 2023, the Company acquired 100% of the equity of North River Project Inc. (“North River”), an entity that holds intellectual property in exchange for a cash payment of C$10,000,000 Canadian Dollars upon closing and future contingent cash payments up to an amount of C$10,000,000 Canadian Dollars. On the date of acquisition, C$10,000,000 Canadian Dollars was equivalent to approximately $7,293,000 United States Dollars based on the exchange rate of such date of C$1.3711: U.S.$1.00. The amount of the Company’s contingent payment obligation may change over time when expressed in United States Dollars due to fluctuations in the Canadian Dollar-United States Dollar exchange rate. The Company’s management reviewed all material events through November 13, 2023, and there were no material subsequent events other than those disclosed above. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Right-of-Use Assets and Lease Liabilities | Right-of-Use Assets and Lease Liabilities The Company has elected the practical expedient to not recognize right-of-use assets and lease liabilities for short-term leases, which are those leases with a term of twelve months or less at the commencement date. |
Share-Based Compensation | Share-Based Compensation The Company issued equity awards such as stock options and restricted stock units for certain of its employees, advisory board members, directors, officers and consultants. The Company measures all share-based compensation awards using a fair value-based measure. For awards with a market condition, the market condition is taken into consideration in the fair value-based measure, whereas service and performance conditions are taken into consideration in determining the share-based compensation expense. For equity awards granted that have only a service condition, the Company recognizes the share-based compensation expense on a straight-line basis over the requisite service period. The vesting period for the equity awards granted is determined by the Company’s board of directors and the typical vesting period for equity awards with service conditions range from ten months to four years. The requisite service period for Rumble’s equity awards subject only to service conditions is coterminous with the vesting period specific to those equity awards. For equity awards with either a market condition or a performance condition, the Company determines the fair value of each tranche of the award, and then recognizes the share-based compensation expense associated with each tranche of the award over the requisite service period for that tranche. For equity awards with a performance condition, the Company assesses the likelihood of the performance condition underlying an award being met, and recognizes a share-based compensation expense associated with that award only if it is probable the performance condition will be met. Where the performance condition underlying an award is a change in control, the Company considers the performance condition to be probable only when it occurs. Forfeitures are accounted for when they occur. |
Business Combinations | Business Combinations The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs. The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration is measured at fair value at the acquisition date. For contingent consideration that do not meet all the criteria for equity classification, such contingent consideration are required to be recorded at their initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the condensed consolidated interim statements of operations in the period of change. When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date |
Accounting Standards Adopted | Accounting Standards Adopted Accounting Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance was subsequently amended by ASU 2018-19, Codification Improvements, ASU 2019-04, Codification Improvements, ASU 2019-05, Targeted Transition Relief, ASU 2019-10, Effective Dates, and ASU 2019-11, Codification Improvements. These ASUs are effective for Smaller Reporting Companies for fiscal years beginning after December 15, 2022, including interim periods therein. The Company adopted this ASU effective January 1, 2023. The adoption did not have a material impact on the condensed consolidated interim financial statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of the Assets Acquired and the Liabilities | A provisional estimate of the fair value of the assets acquired and the liabilities assumed by the Company in connection with the acquisition is as follows: Total consideration $ 18,226,572 Net assets acquired: Cash $ 1,000,989 Accounts receivable 10,939 Prepaid expenses 200,651 Property and equipment 37,841 Intangible assets 7,758,000 Accounts payable, accruals, and other liabilities (1,137,814 ) Deferred tax liability (1,629,180 ) Total net assets acquired $ 6,241,426 Goodwill $ 11,985,146 |
Schedule of Estimate of Fair Value | The provisional estimate of fair value of the consideration consists of the following: Fair Value Shares issued $ 6,055,409 Shares to be issued 3,747,209 Replacement awards 15,578 Contingent consideration (liability) – retention payments 3,491,741 Contingent consideration (equity) – milestone 1 2,490,152 Contingent consideration (equity) – milestone 2 2,356,483 Contingent consideration payable 70,000 Total consideration $ 18,226,572 |
Schedule of Contingently Issuable Shares | The following table shows the breakdown of the contingently issuable shares: Number of Contingent consideration 903,689 Share-based compensation (Note 13) 596,311 Total contingently issuable shares 1,500,000 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contracts with Customers [Abstract] | |
Schedule of Revenues Disaggregated | The following table presents revenues disaggregated by type: Three months ended Nine months ended September 30 September 30 2023 2022 2023 2022 Advertising $ 11,513,208 $ 9,208,678 $ 46,089,475 $ 13,965,884 Licensing and other 6,468,942 1,774,504 14,482,104 5,461,375 Total revenues $ 17,982,150 $ 10,983,182 $ 60,571,579 $ 19,427,259 |
Cash, Cash Equivalents, and M_2
Cash, Cash Equivalents, and Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Cash, Cash Equivalents, and Marketable Securities [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents consist of the following: September 30, 2023 Contracted Maturity Balance Cash Demand $ 15,379,169 Treasury bills and money market funds Demand 250,504,703 $ 265,883,872 December 31, 2022 Contracted Maturity Balance Cash Demand $ 3,519,674 Treasury bills and money market funds Demand 333,649,605 $ 337,169,279 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | September 30, December 31, 2023 2022 Computer hardware $ 18,947,592 $ 8,866,157 Furniture and fixtures 109,304 100,921 Leasehold improvements 1,878,404 921,570 20,935,300 9,888,648 Accumulated depreciation (3,056,802 ) (1,044,416 ) Net carrying value $ 17,878,498 $ 8,844,232 |
Right-of-Use Assets and Lease_2
Right-of-Use Assets and Lease Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Right-of-Use Assets and Lease Liabilities [Abstract] | |
Schedule of Right of Use Assets and Lease Liabilities | The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. September 30, 2023 December 31, Accumulated Accumulated Cost Depreciation Cost Depreciation Right-of-use assets $ 2,896,409 $ (1,052,024 ) $ 1,926,936 $ (570,482 ) Net book value $ 1,844,385 $ 1,356,454 |
Schedule of Undiscounted Cash Flows for the Remaining Years Under the Lease Arrangement | The following shows the undiscounted cash flows for the remaining years under the lease arrangement as of September 30, 2023. 2023 $ 207,689 2024 712,393 2025 626,282 2026 480,067 2027 26,052 2,052,483 Less: imputed interest * (130,450 ) 1,922,033 Current portion $ 670,789 Long-term portion $ 1,251,244 * Imputed interest represents the difference between undiscounted cash flows and discounted cash flows |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | September 30, 2023 Gross Accumulated Net Carrying Amount Intellectual property $ 461,663 $ (93,522 ) $ 368,141 Domain name 500,448 (77,678 ) 422,770 Brand 1,284,000 (248,269 ) 1,035,731 Technology 9,233,000 (1,152,251 ) 8,080,749 Internal-use software 1,066,648 (159,653 ) 906,995 $ 12,545,759 $ (1,731,373 ) $ 10,814,386 December 31, 2022 Gross Accumulated Net Intellectual property $ 123,143 $ (71,019 ) $ 52,124 Domain name 500,448 (52,656 ) 447,792 Brand 1,284,000 (151,969 ) 1,132,031 Technology 1,475,000 (349,151 ) 1,125,849 Internal-use software 494,769 (41,260 ) 453,509 $ 3,877,360 $ (666,055 ) $ 3,211,305 |
Schedule of Estimated Future Amortization Expense | For intangible assets held as of September 30, 2023, estimated future amortization expense is as follows: 2023 $ 562,924 2024 2,266,765 2025 2,244,261 2026 2,190,110 2027 1,908,001 Thereafter 1,642,325 $ 10,814,386 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill [Abstract] | |
Schedule of Fair Value of the Net Tangible and Intangible Assets | Changes in the carrying amount of goodwill for the nine months ended September 30, 2023 were as follows: Balance, December 31, 2022 $ 662,899 Acquisitions 11,985,146 Balance, September 30, 2023 $ 12,648,045 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrant Liability [Abstract] | |
Schedule of Change in Fair Value of the Warrants | All the Company’s warrants that are classified as liabilities are publicly traded and are classified as Level 1 in the fair value hierarchy. The change in fair value of the warrants are as follows: Balance, December 31, 2022 $ 10,062,500 Change in fair value 6,842,500 Balance, June 30, 2023 $ 16,905,000 Change in fair value (7,485,695 ) Balance, September 30, 2023 $ 9,419,305 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Shareholders’ Equity [Abstract] | |
Schedule of Common Stock Issued and Outstanding | The following shares of common stock are issued and outstanding at: September 30, 2023 December 31, 2022 Number Amount Number Amount Class A Common Stock 112,610,563 $ 741,178 111,467,763 $ 741,013 Class C Common Stock 167,662,214 16,766 167,662,214 16,766 Class D Common Stock 105,782,403 10,578 105,782,403 10,578 Balance 386,055,180 $ 768,522 384,912,380 $ 768,357 |
Share-Based Compensation Expe_2
Share-Based Compensation Expense (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation Expense [Abstract] | |
Schedule of Share-Based Compensation Expenses | Share-based compensation expenses are summarized as follows: Three months ended Nine months ended September 30 2023 2022 2023 2022 Restricted stock units $ 2,025,557 $ 171,681 $ 6,231,103 $ 171,681 Stock options 1,237,565 16,986 2,693,771 50,958 Rights to contingent consideration 1,058,030 - 1,566,163 - $ 4,321,152 $ 188,667 $ 10,491,037 $ 222,639 |
Schedule of Restricted Stock Units and Stock Option Transactions | The following table reflects the continuity of restricted stock units (“RSUs”) transactions: Nine months ended Number Weighted Outstanding, beginning of year 1,548,098 $ 11.62 Granted 634,341 8.59 Vested (536,113 ) 11.23 Forfeited (8,033 ) 9.03 Outstanding, end of period 1,638,293 $ 10.59 Nine months ended September 30, 2023 Service Conditions Performance Conditions Number Weighted Exercise Price Number Weighted Exercise Price Outstanding, beginning of year 58,607,457 $ 0.22 - $ - Granted 1,452,937 9.41 358,249 9.42 Forfeited (36,949 ) 9.45 - - Outstanding, end of period 60,023,445 $ 0.43 358,249 $ 9.42 Vested and exercisable 57,874,192 $ 0.10 - $ - |
Schedule of Weighted Average Fair Value of the Outstanding Options | The fair value of the options was determined using either a Black-Scholes option pricing model or a Monte Carlo simulation methodology that included simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The following assumptions were made: Share price $7.16-$10.36 Exercise price $7.16-$10.36 Risk-free interest rate 3.42%-4.24% Volatility 95%-97% Expected life 10 years Dividend rate 0.00% |
Schedule of Fair Value of New Award on the Acquisition Date and the Amount Allocated to Consideration | The difference between the fair value of the new award on the acquisition date and the amount allocated to consideration is post-combination expense, as laid out below: Fair value Allocated to consideration $ 15,578 Allocated to post-combination services 5,941,563 Total fair value of rights $ 5,957,141 |
Schedule of Portion of the Fair Value Allocated to Post-Combination Service | The portion of the fair value allocated to post-combination services will be recognized in the consolidated statement of operations over the remaining service period. Service Performance Outstanding, beginning of year - - Granted 351,063 245,248 Forfeited - - Outstanding, end of period 351,063 245,248 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Information [Abstract] | |
Schedule of Revenue by Geographic Region | The following presents the revenue by geographic region: Three months ended Nine months ended September 30 September 30 2023 2022 2023 2022 United States $ 15,861,360 $ 10,748,228 $ 55,659,103 $ 18,887,940 Canada 401,102 109,074 697,985 266,303 Other 1,719,688 125,880 4,214,491 273,016 $ 17,982,150 $ 10,983,182 $ 60,571,579 $ 19,427,259 |
Schedule of Long-Lived Assets | The Company tracks assets by physical location. Long-lived assets consists of property and equipment, net, and are shown below: September 30, December 31, United States $ 17,497,670 $ 8,401,351 Canada 380,828 442,881 $ 17,878,498 $ 8,844,232 |
Reclassifications of Previous_2
Reclassifications of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Reclassifications of Previously Issued Financial Statements [Abstract] | |
Schedule of Condensed Consolidated Interim Statement of Operations | The following table summarizes the impact of the reclassification adjustments on the Company’s condensed consolidated interim statement of operations for the three and nine months ended September 30, 2022 as included in the Form 10-Q filed with the SEC on November 14, 2022. As previously Adjustments As reclassified Condensed consolidated statements of operations for the three months ended: September 30, 2022 Cost of revenues $ 7,489,884 $ (7,489,884 ) $ - Cost of services (content, hosting, and other) - 12,287,183 12,287,183 General and administrative 2,545,408 316,379 2,861,787 Research and development 1,717,892 6,455 1,724,347 Sales and marketing 6,547,045 (5,086,868 ) 1,460,177 Share-based compensation 188,667 (188,667 ) - Foreign exchange loss (gain) 24,980 (24,980 ) - Amortization and depreciation 257,394 152,994 410,388 Interest income (expense), net 210,548 1,180 211,728 Other income (expense) - (24,980 ) (24,980 ) Income tax (expense) recovery 3,588 (3,588 ) - Condensed consolidated statements of operations for the nine months ended: September 30, 2022 Cost of revenues $ 14,671,468 $ (14,671,468 ) $ - Cost of services (content, hosting, and other) - 20,213,175 20,213,175 General and administrative 5,577,028 587,378 6,164,406 Research and development 3,701,790 19,366 3,721,156 Sales and marketing 9,626,375 (6,204,071 ) 3,422,304 Share-based compensation 222,639 (222,639 ) - Foreign exchange loss (gain) 49,548 (49,548 ) - Amortization and depreciation 625,369 299,605 924,974 Interest income (expense), net 231,999 2,535 234,534 Other income (expense) - (49,548 ) (49,548 ) Income tax (expense) recovery (18,811 ) 18,811 - |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | May 15, 2023 | |
Business Combinations (Details) [Line Items] | |||
Consideration share (in Shares) | 903,689 | ||
Acquisition per share (in Dollars per share) | $ 9.99 | ||
Contingently issuable shares (in Shares) | 375,000 | ||
Number of share issued (in Shares) | 349,523 | ||
Contingent consideration | $ 1,709,173 | $ 1,709,173 | |
Share consideration | 143,716 | 143,716 | |
Acquisition transaction costs | $ 130,833 | $ 835,035 | |
Class A Common Stock [Member] | |||
Business Combinations (Details) [Line Items] | |||
Consideration share (in Shares) | 981,243 | ||
Callin [Member] | |||
Business Combinations (Details) [Line Items] | |||
Acquired percentage | 100% | ||
Share issued (in Shares) | 606,147 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of Fair Value of the Assets Acquired and the Liabilities | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule Of Fair Value Of The Assets Acquired And The Liabilities Abstract | |
Total consideration | $ 18,226,572 |
Net assets acquired: | |
Cash | 1,000,989 |
Accounts receivable | 10,939 |
Prepaid expenses | 200,651 |
Property and equipment | 37,841 |
Intangible assets | 7,758,000 |
Accounts payable, accruals, and other liabilities | (1,137,814) |
Deferred tax liability | (1,629,180) |
Total net assets acquired | 6,241,426 |
Goodwill | $ 11,985,146 |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of Estimate of Fair Value | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule Of Estimate Of Fair Value [Abstract] | |
Shares issued | $ 6,055,409 |
Shares to be issued | 3,747,209 |
Replacement awards | 15,578 |
Contingent consideration (liability) – retention payments | 3,491,741 |
Contingent consideration (equity) – milestone 1 | 2,490,152 |
Contingent consideration (equity) – milestone 2 | 2,356,483 |
Contingent consideration payable | 70,000 |
Total consideration | $ 18,226,572 |
Business Combinations (Detail_4
Business Combinations (Details) - Schedule of Contingently Issuable Shares | 9 Months Ended |
Sep. 30, 2023 shares | |
Schedule Of Contingently Issuable Shares [Abstract] | |
Contingent consideration | 903,689 |
Share-based compensation (Note 13) | 596,311 |
Total contingently issuable shares | 1,500,000 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue from Contracts with Customers [Abstract] | ||
Deferred revenue | $ 7,487,591 | $ 1,040,619 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Revenues Disaggregated [Abstract] | ||||
Advertising | $ 11,513,208 | $ 9,208,678 | $ 46,089,475 | $ 13,965,884 |
Licensing and other | 6,468,942 | 1,774,504 | 14,482,104 | 5,461,375 |
Total revenues | $ 17,982,150 | $ 10,983,182 | $ 60,571,579 | $ 19,427,259 |
Cash, Cash Equivalents, and M_3
Cash, Cash Equivalents, and Marketable Securities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Cash, Cash Equivalents, and Marketable Securities (Details) [Line Items] | ||
Term deposits | $ 1,135,200 | $ 1,100,000 |
Issuance of credit amount | 15,379,169 | 3,519,674 |
Letter of Credit [Member] | ||
Cash, Cash Equivalents, and Marketable Securities (Details) [Line Items] | ||
Issuance of credit amount | $ 1,362,500 | $ 1,257,500 |
Cash, Cash Equivalents, and M_4
Cash, Cash Equivalents, and Marketable Securities (Details) - Schedule of Cash and Cash Equivalents - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule Of Cash And Cash Equivalents Abstract | ||
Cash,Contracted Maturity | Demand | Demand |
Cash, Balance | $ 15,379,169 | $ 3,519,674 |
Treasury bills and money market funds,Contracted Maturity | Demand | Demand |
Treasury bills and money market funds, Balance | $ 250,504,703 | $ 333,649,605 |
Cash, Cash Equivalents | $ 265,883,872 | $ 337,169,279 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 793,389 | $ 296,197 | $ 2,012,386 | $ 582,400 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $ 20,935,300 | $ 9,888,648 |
Accumulated depreciation | (3,056,802) | (1,044,416) |
Net carrying value | 17,878,498 | 8,844,232 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 18,947,592 | 8,866,157 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 109,304 | 100,921 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $ 1,878,404 | $ 921,570 |
Right-of-Use Assets and Lease_3
Right-of-Use Assets and Lease Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Right-of-Use Assets and Lease Liabilities [Abstract] | |||||
Operating expenses | $ 222,696 | $ 153,166 | $ 552,706 | $ 412,063 | |
Weighted-average remaining lease term | 2 years 9 months 14 days | 2 years 9 months 14 days | 3 years 7 months 2 days | ||
Weighted-average incremental borrowing rate | 6.25% | 6.25% | 2.43% |
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, 2023 | Dec. 31, 2022 | |
Schedule of Right of Use Assets and Lease Liabilities [Abstract] | ||
Cost, Right-of-use assets | $ 2,896,409 | $ 1,926,936 |
Accumulated Depreciation, Right-of-use assets | (1,052,024) | (570,482) |
Accumulated Depreciation, Net book value | $ 1,844,385 | $ 1,356,454 |
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, 2023 USD ($) | |
Schedule of Undiscounted Cash Flows for the Remaining Years Under the Lease Arrangement [Abstract] | ||
2023 | $ 207,689 | |
2024 | 712,393 | |
2025 | 626,282 | |
2026 | 480,067 | |
2027 | 26,052 | |
Total | 2,052,483 | |
Less: imputed interest | (130,450) | [1] |
Total right of use assets and lease liabilities | 1,922,033 | |
Current portion | 670,789 | |
Long-term portion | $ 1,251,244 | |
[1] Imputed interest represents the difference between undiscounted cash flows and discounted cash flows |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Intangible Assets [Abstract] | ||||
Amortization expense | $ 559,682 | $ 114,491 | $ 1,065,319 | $ 342,574 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 12,545,759 | $ 3,877,360 |
Accumulated Amortization | (1,731,373) | (666,055) |
Net Carrying Amount | 10,814,386 | 3,211,305 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 461,663 | 123,143 |
Accumulated Amortization | (93,522) | (71,019) |
Net Carrying Amount | 368,141 | 52,124 |
Domain name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 500,448 | 500,448 |
Accumulated Amortization | (77,678) | (52,656) |
Net Carrying Amount | 422,770 | 447,792 |
Brand [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,284,000 | 1,284,000 |
Accumulated Amortization | (248,269) | (151,969) |
Net Carrying Amount | 1,035,731 | 1,132,031 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,233,000 | 1,475,000 |
Accumulated Amortization | (1,152,251) | (349,151) |
Net Carrying Amount | 8,080,749 | 1,125,849 |
Internal-use software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,066,648 | 494,769 |
Accumulated Amortization | (159,653) | (41,260) |
Net Carrying Amount | $ 906,995 | $ 453,509 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Estimated Future Amortization Expense | Sep. 30, 2023 USD ($) |
Schedule Of Estimated Future Amortization Expense Abstract | |
2023 | $ 562,924 |
2024 | 2,266,765 |
2025 | 2,244,261 |
2026 | 2,190,110 |
2027 | 1,908,001 |
Thereafter | 1,642,325 |
Net | $ 10,814,386 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of Fair Value of the Net Tangible and Intangible Assets | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule of Fair Value of the Net Tangible and Intangible Assets [Abstract] | |
Balance, December 31, 2022 | $ 662,899 |
Acquisitions | 11,985,146 |
Balance, September 30, 2023 | $ 12,648,045 |
Warrant Liability (Details)
Warrant Liability (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Warrant Liability [Abstract] | ||
Warrants issued | 8,050,000 | 8,050,000 |
Per share value | $ 11.5 | $ 11.5 |
Warrant Liability (Details) - S
Warrant Liability (Details) - Schedule of Change in Fair Value of the Warrants - Fair Value, Inputs, Level 1 [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | |
Schedule of Change in Fair Value of the Warrants [Abstract] | |||
Balance | $ 16,905,000 | $ 10,062,500 | $ 10,062,500 |
Change in fair value | (7,485,695) | 6,842,500 | |
Balance | $ 9,419,305 | $ 16,905,000 | $ 9,419,305 |
Other Liability (Details)
Other Liability (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Other Liability [Abstract] | ||
Other liability | $ 500,000 | $ 500,000 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Shareholders’ Equity (Details) [Line Items] | ||
Shares authorized | 1,000,000,000 | 1,000,000,000 |
Additional shares | 78,376,354 | |
Stock price per share (in Dollars per share) | $ 17.5 | |
Target percentage | 100% | |
Shares issuable of contingencies | 504,695 | |
Class D Common Stock [Member] | ||
Shareholders’ Equity (Details) [Line Items] | ||
Common stock shares issued | 110,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | |
Preferred Stock [Member] | ||
Shareholders’ Equity (Details) [Line Items] | ||
Preferred stock, shares issued | 20,000,000 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | |
Class A Common Stock [Member] | ||
Shareholders’ Equity (Details) [Line Items] | ||
Common stock shares issued | 700,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | |
Stock price per share (in Dollars per share) | $ 15 | |
Target percentage | 50% | |
Common stock, share issued | 375,096 | |
Class C Common Stock [Member] | ||
Shareholders’ Equity (Details) [Line Items] | ||
Common stock shares issued | 170,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | |
Sponsor [Member] | Class A Common Stock [Member] | ||
Shareholders’ Equity (Details) [Line Items] | ||
Qualifying transaction, description | The term will expire September 16, 2027. If there is a change in control prior to September 16, 2027 resulting in a per share price equal to or in excess of the $15.00 and $17.50 share price milestones not previously met, then the Company shall issue the earnout shares to these shareholders. The shares are currently being held in escrow until the contingency is met. |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - Schedule of Common Stock Issued and Outstanding - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Shareholders’ Equity (Details) - Schedule of Common Stock Issued and Outstanding [Line Items] | ||
Number of common shares | 386,055,180 | 384,912,380 |
Amount of common shares | $ 768,522 | $ 768,357 |
Class A Common Stock [Member] | ||
Shareholders’ Equity (Details) - Schedule of Common Stock Issued and Outstanding [Line Items] | ||
Number of common shares | 112,610,563 | 111,467,763 |
Amount of common shares | $ 741,178 | $ 741,013 |
Class C Common Stock [Member] | ||
Shareholders’ Equity (Details) - Schedule of Common Stock Issued and Outstanding [Line Items] | ||
Number of common shares | 167,662,214 | 167,662,214 |
Amount of common shares | $ 16,766 | $ 16,766 |
Class D Common Stock [Member] | ||
Shareholders’ Equity (Details) - Schedule of Common Stock Issued and Outstanding [Line Items] | ||
Number of common shares | 105,782,403 | 105,782,403 |
Amount of common shares | $ 10,578 | $ 10,578 |
Share-Based Compensation Expe_3
Share-Based Compensation Expense (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Expense (Details) [Line Items] | ||
Weighted-average period | 1 year 5 months 12 days | |
Target percentage | 100% | |
Expiration date | Sep. 16, 2027 | |
Total unrecognized compensation cost | $ 12,921,320 | |
Weighted-average period | 2 years 2 months 19 days | |
Fair value of the outstanding option (in Dollars per share) | $ 0.97 | |
Recognized share-based compensation expense | $ 1,566,163 | |
Total unrecognized compensation | $ 2,702,342 | |
Minimum [Member] | ||
Share-Based Compensation Expense (Details) [Line Items] | ||
Grant date fair values of per option (in Dollars per share) | $ 4.67 | |
Excess share price milestone (in Dollars per share) | 15 | |
Maximum [Member] | ||
Share-Based Compensation Expense (Details) [Line Items] | ||
Grant date fair values of per option (in Dollars per share) | 9.23 | |
Excess share price milestone (in Dollars per share) | $ 17.5 | |
Class A Common Stock [Member] | ||
Share-Based Compensation Expense (Details) [Line Items] | ||
Aggregate shares (in Shares) | 28,587,396 | |
Target percentage | 50% | |
Class A Common Stock [Member] | Minimum [Member] | ||
Share-Based Compensation Expense (Details) [Line Items] | ||
Common stock, per share (in Dollars per share) | $ 15 | |
Class A Common Stock [Member] | Maximum [Member] | ||
Share-Based Compensation Expense (Details) [Line Items] | ||
Common stock, per share (in Dollars per share) | $ 17.5 | |
Equity Option [Member] | ||
Share-Based Compensation Expense (Details) [Line Items] | ||
Target percentage | 100% | |
Total unrecognized compensation cost | $ 3,000,000 | |
Fair value of the outstanding option (in Dollars per share) | $ 8.37 | |
Equity Option [Member] | Class A Common Stock [Member] | ||
Share-Based Compensation Expense (Details) [Line Items] | ||
Target percentage | 50% | |
Share-Based Compensation [Member] | ||
Share-Based Compensation Expense (Details) [Line Items] | ||
Recognized share-based compensation expense | $ 1,058,030 | |
Rights to Contingent Consideration [Member] | ||
Share-Based Compensation Expense (Details) [Line Items] | ||
Weighted-average period | 1 year 4 months 2 days | |
Total unrecognized compensation | $ 1,673,059 | |
RSU [Member] | ||
Share-Based Compensation Expense (Details) [Line Items] | ||
Unrecognized compensation cost | $ 14,843,463 | |
Weighted-average period | 1 year 10 months 20 days |
Share-Based Compensation Expe_4
Share-Based Compensation Expense (Details) - Schedule of Share-Based Compensation Expenses - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Expense (Details) - Schedule of Share-Based Compensation Expenses [Line Items] | ||||
Share based payments | $ 4,321,152 | $ 188,667 | $ 10,491,037 | $ 222,639 |
Restricted stock units [Member] | ||||
Share-Based Compensation Expense (Details) - Schedule of Share-Based Compensation Expenses [Line Items] | ||||
Share based payments | 2,025,557 | 171,681 | 6,231,103 | 171,681 |
Stock Options [Member] | ||||
Share-Based Compensation Expense (Details) - Schedule of Share-Based Compensation Expenses [Line Items] | ||||
Share based payments | 1,237,565 | 16,986 | 2,693,771 | 50,958 |
Rights to Contingent Consideration [Member] | ||||
Share-Based Compensation Expense (Details) - Schedule of Share-Based Compensation Expenses [Line Items] | ||||
Share based payments | $ 1,058,030 | $ 1,566,163 |
Share-Based Compensation Expe_5
Share-Based Compensation Expense (Details) - Schedule of Restricted Stock Units and Stock Option Transactions | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Service Conditions Number [Member] | Stock Options [Member] | |
Share-Based Compensation Expense (Details) - Schedule of Restricted Stock Units and Stock Option Transactions [Line Items] | |
Number, Outstanding, beginning of year | shares | 58,607,457 |
Number, Granted | shares | 1,452,937 |
Number, Forfeited | shares | (36,949) |
Number, Outstanding, end of period | shares | 60,023,445 |
Number, Vested and exercisable | shares | 57,874,192 |
Service Conditions Weighted Average Exercise Price [Member] | Stock Options [Member] | |
Share-Based Compensation Expense (Details) - Schedule of Restricted Stock Units and Stock Option Transactions [Line Items] | |
Weighted Average Exercise Price, Outstanding, beginning of year | $ / shares | $ 0.22 |
Weighted Average Exercise Price, Granted | $ / shares | 9.41 |
Weighted Average Exercise Price, Forfeited | $ / shares | 9.45 |
Weighted Average Exercise Price, Outstanding, end of period | $ / shares | 0.43 |
Weighted Average Exercise Price, Vested and exercisable | $ / shares | $ 0.1 |
Performance Conditions Number [Member] | Stock Options [Member] | |
Share-Based Compensation Expense (Details) - Schedule of Restricted Stock Units and Stock Option Transactions [Line Items] | |
Number, Outstanding, beginning of year | shares | |
Number, Granted | shares | 358,249 |
Number, Outstanding, end of period | shares | 358,249 |
Number, Vested and exercisable | shares | |
Performance Conditions Weighted Average Exercise Price [Member] | Stock Options [Member] | |
Share-Based Compensation Expense (Details) - Schedule of Restricted Stock Units and Stock Option Transactions [Line Items] | |
Weighted Average Exercise Price, Outstanding, beginning of year | $ / shares | |
Weighted Average Exercise Price, Granted | $ / shares | 9.42 |
Weighted Average Exercise Price, Outstanding, end of period | $ / shares | 9.42 |
Weighted Average Exercise Price, Vested and exercisable | $ / shares | |
Restricted Stock Units [Member] | Number [Member] | |
Share-Based Compensation Expense (Details) - Schedule of Restricted Stock Units and Stock Option Transactions [Line Items] | |
Number, Outstanding, beginning of year | shares | 1,548,098 |
Number, Granted | shares | 634,341 |
Number, Vested | shares | (536,113) |
Number, Forfeited | shares | (8,033) |
Number, Outstanding, end of period | shares | 1,638,293 |
Restricted Stock Units [Member] | Weighted Average Grant Date Fair Value [Member] | |
Share-Based Compensation Expense (Details) - Schedule of Restricted Stock Units and Stock Option Transactions [Line Items] | |
Weighted Average Grant Date Fair Value, Outstanding, beginning of year | $ / shares | $ 11.62 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 8.59 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 11.23 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 9.03 |
Weighted Average Grant Date Fair Value, Outstanding, end of period | $ / shares | $ 10.59 |
Share-Based Compensation Expe_6
Share-Based Compensation Expense (Details) - Schedule of Weighted Average Fair Value of the Outstanding Options | 9 Months Ended |
Sep. 30, 2023 $ / shares | |
Share-Based Compensation Expense (Details) - Schedule of Weighted Average Fair Value of the Outstanding Options [Line Items] | |
Expected life | 10 years |
Dividend rate | 0% |
Minimum [Member] | |
Share-Based Compensation Expense (Details) - Schedule of Weighted Average Fair Value of the Outstanding Options [Line Items] | |
Share price (in Dollars per share) | $ 7.16 |
Exercise price (in Dollars per share) | $ 7.16 |
Risk-free interest rate | 3.42% |
Volatility | 95% |
Maximum [Member] | |
Share-Based Compensation Expense (Details) - Schedule of Weighted Average Fair Value of the Outstanding Options [Line Items] | |
Share price (in Dollars per share) | $ 10.36 |
Exercise price (in Dollars per share) | $ 10.36 |
Risk-free interest rate | 4.24% |
Volatility | 97% |
Share-Based Compensation Expe_7
Share-Based Compensation Expense (Details) - Schedule of Fair Value of New Award on the Acquisition Date and the Amount Allocated to Consideration | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule of Fair Value of New Award on the Acquisition Date and the Amount Allocated to Consideration [Abstract] | |
Allocated to consideration | $ 15,578 |
Allocated to post-combination services | 5,941,563 |
Total fair value of rights | $ 5,957,141 |
Share-Based Compensation Expe_8
Share-Based Compensation Expense (Details) - Schedule of Portion of the Fair Value Allocated to Post-Combination Service | 9 Months Ended |
Sep. 30, 2023 shares | |
Service Conditions [Member] | |
Condensed Statement of Income Captions [Line Items] | |
Outstanding, beginning of year | |
Granted | 351,063 |
Forfeited | |
Outstanding, end of period | 351,063 |
Performance Conditions [Member] | |
Condensed Statement of Income Captions [Line Items] | |
Outstanding, beginning of year | |
Granted | 245,248 |
Forfeited | |
Outstanding, end of period | 245,248 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Commitments and Contingencies [Abstract] | |
Cash commitments | $ 130 |
Share redemption | $ 419 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 15 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | |
Fair Value Measurements (Details) [Line Items] | |||||
Revenue | $ 5,751,157 | $ 5,808,768 | $ 5,808,768 | ||
Percentage of revenue | 32% | 36% | 30% | 66% | 53% |
Allowance for credit losses | |||||
One customer [Member] | |||||
Fair Value Measurements (Details) [Line Items] | |||||
Revenue | $ 29,762,071 | ||||
Percentage of revenue | 49% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 25, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | ||||||
Related parties amount | $ 3,251,238 | $ 1,443,254 | $ 9,535,624 | $ 2,438,843 | ||
Share-based compensation | 1,980,511 | 174,950 | 5,802,382 | 180,852 | ||
Incurred related party expenses | $ 709,101 | $ 422,598 | 1,978,136 | $ 1,181,965 | ||
Accounts payable | $ 211,844 | $ 174,351 | ||||
Related parties carrying amount | $ 390,000 | |||||
Interest rate, percentage | 0.19% | |||||
Common Class A [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Stock Surrendered During Period, Shares (in Shares) | 26,731 |
Segment Information (Details)
Segment Information (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Information [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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Information (Details) - Schedule of Revenue by Geographic Region [Line Items] | ||||
Revenue | $ 17,982,150 | $ 10,983,182 | $ 60,571,579 | $ 19,427,259 |
United States [Member] | ||||
Segment Information (Details) - Schedule of Revenue by Geographic Region [Line Items] | ||||
Revenue | 15,861,360 | 10,748,228 | 55,659,103 | 18,887,940 |
Canada [Member] | ||||
Segment Information (Details) - Schedule of Revenue by Geographic Region [Line Items] | ||||
Revenue | 401,102 | 109,074 | 697,985 | 266,303 |
Other [Member] | ||||
Segment Information (Details) - Schedule of Revenue by Geographic Region [Line Items] | ||||
Revenue | $ 1,719,688 | $ 125,880 | $ 4,214,491 | $ 273,016 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of Long-Lived Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets, net | $ 17,878,498 | $ 8,844,232 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets, net | 17,497,670 | 8,401,351 |
Canada [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets, net | $ 380,828 | $ 442,881 |
Reclassifications of Previous_3
Reclassifications of Previously Issued Financial Statements (Details) - Schedule of Condensed Consolidated Interim Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
As previously reported [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Cost of revenues | $ 7,489,884 | $ 14,671,468 |
Cost of services (content, hosting, and other) | ||
General and administrative | 2,545,408 | 5,577,028 |
Research and development | 1,717,892 | 3,701,790 |
Sales and marketing | 6,547,045 | 9,626,375 |
Share-based compensation | 188,667 | 222,639 |
Foreign exchange loss (gain) | 24,980 | 49,548 |
Amortization and depreciation | 257,394 | 625,369 |
Interest income (expense), net | 210,548 | 231,999 |
Other income (expense) | ||
Income tax (expense) recovery | 3,588 | (18,811) |
Adjustments [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Cost of revenues | (7,489,884) | (14,671,468) |
Cost of services (content, hosting, and other) | 12,287,183 | 20,213,175 |
General and administrative | 316,379 | 587,378 |
Research and development | 6,455 | 19,366 |
Sales and marketing | (5,086,868) | (6,204,071) |
Share-based compensation | (188,667) | (222,639) |
Foreign exchange loss (gain) | (24,980) | (49,548) |
Amortization and depreciation | 152,994 | 299,605 |
Interest income (expense), net | 1,180 | 2,535 |
Other income (expense) | (24,980) | (49,548) |
Income tax (expense) recovery | (3,588) | 18,811 |
As reclassified [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Cost of revenues | ||
Cost of services (content, hosting, and other) | 12,287,183 | 20,213,175 |
General and administrative | 2,861,787 | 6,164,406 |
Research and development | 1,724,347 | 3,721,156 |
Sales and marketing | 1,460,177 | 3,422,304 |
Share-based compensation | ||
Foreign exchange loss (gain) | ||
Amortization and depreciation | 410,388 | 924,974 |
Interest income (expense), net | 211,728 | 234,534 |
Other income (expense) | (24,980) | (49,548) |
Income tax (expense) recovery |
Subsequent Events (Details)
Subsequent Events (Details) - Oct. 03, 2023 - Subsequent Event [Member] | USD ($) | CAD ($) | CAD ($) |
Subsequent Events (Details) [Line Items] | |||
Cash | $ 10,000,000 | ||
Contingent cash payments | $ 10,000,000 | ||
Date of acquisition | $ 7,293,000 | $ 10,000,000 | |
Exchange rate | $ 1 | $ 1.3711 | |
North River Project Inc [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Acquired equity percentage | 100% | 100% |