Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 | |
Document Information Line Items | |
Entity Registrant Name | RUMBLE INC. |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | On October 19, 2022, the registrant filed a Registration Statement on Form S-1 (Registration No. 333-267936), which was subsequently amended on October 19, 2022 and November 4, 2022 and declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2022 (the “Registration Statement”). On April 14, 2023, the registrant filed a post-effective amendment to update the Registration Statement to include information contained in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 30, 2023, and certain other information in such post-effective amendment.This post-effective amendment is being filed to update the Registration Statement to include information contained in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 27, 2024, and certain other information contained in the registrant’s definitive proxy statement, as filed with the SEC on April 24, 2024.No additional securities are being registered under this post-effective amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement. |
Entity Central Index Key | 0001830081 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 85-1087461 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 80,963,451 | $ 39,384,284 |
Expenses | ||
Cost of services (content, hosting and other) | 146,156,734 | 43,745,518 |
General and administrative | 37,125,296 | 16,086,254 |
Research and development | 15,721,663 | 6,342,851 |
Sales and marketing | 13,427,021 | 6,137,860 |
Acquisition-related transaction costs | 1,151,318 | 1,116,056 |
Amortization and depreciation | 4,850,812 | 1,556,056 |
Changes in fair value of contingent consideration | (1,922,381) | |
Total expenses | 216,510,463 | 74,984,595 |
Loss from operations | (135,547,012) | (35,600,311) |
Interest income | 13,594,463 | 3,019,456 |
Other income (expense) | (125,511) | (49,067) |
Changes in fair value of warrant liability | 2,365,895 | 21,010,500 |
Loss before income taxes | (119,712,165) | (11,619,422) |
Income tax recovery | 215,428 | |
Deferred tax recovery | 3,291,703 | |
Net loss | $ (116,420,462) | $ (11,403,994) |
Loss per share – basic (in Dollars per share) | $ (0.58) | $ (0.05) |
Weighted-average number of common shares used in computing net loss per share - basic (in Shares) | 201,442,321 | 242,443,272 |
Share-based compensation expense included in expenses: | ||
Cost of services (content, hosting, and other) | $ 3,994,180 | $ 249,781 |
General and administrative | 10,686,099 | 1,582,678 |
Research and development | 1,016,627 | 55,479 |
Sales and marketing | 437,808 | 45,465 |
Total share-based compensation expense | $ 16,134,714 | $ 1,933,403 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Loss per share – diluted | $ (0.58) | $ (0.05) |
Weighted-average number of common shares used in computing net loss per share - diluted | 201,442,321 | 242,443,272 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 218,338,658 | $ 337,169,279 |
Marketable securities | 1,135,200 | 1,100,000 |
Accounts receivable | 5,440,447 | 4,748,189 |
Prepaid expenses and other | 13,090,072 | 9,342,691 |
Total current assets | 238,004,377 | 352,360,159 |
Other non-current assets | 1,626,802 | 547,589 |
Property and equipment, net | 19,689,987 | 8,844,232 |
Right-of-use assets, net | 2,473,903 | 1,356,454 |
Intangible assets, net | 23,262,428 | 3,211,305 |
Goodwill | 10,655,391 | 662,899 |
Total assets | 295,712,888 | 366,982,638 |
Current liabilities | ||
Accounts payable and accrued liabilities | 24,713,203 | 14,324,696 |
Deferred revenue | 7,003,891 | 1,040,619 |
Income taxes payable | 934 | |
Lease liabilities | 975,844 | 583,186 |
Contingent consideration | 863,643 | |
Total current liabilities | 33,556,581 | 15,949,435 |
Lease liabilities, long-term | 1,630,837 | 835,924 |
Contingent consideration, net of current portion | 705,717 | |
Warrant liability | 7,696,605 | 10,062,500 |
Other liability | 500,000 | 500,000 |
Total liabilities | 44,089,740 | 27,347,859 |
Shareholders’ equity | ||
Preferred shares ($0.0001 par value per share, 20,000,000 shares authorized, no shares issued or outstanding) | ||
Common shares ($0.0001 par value per share, 700,000,000 Class A shares authorized, 114,926,700 and 111,467,763 shares issued and outstanding, as of December 31, 2023 and 2022, respectively; 170,000,000 Class C authorized, 165,353,621 and 167,662,214 shares issued and outstanding, as of December 31, 2023 and 2022, respectively; 110,000,000 Class D authorized, 105,782,403 and 105,782,403 shares issued and outstanding, as of December 31, 2023 and 2022, respectively) | 768,523 | 768,357 |
Accumulated deficit | (145,203,163) | (28,782,701) |
Additional paid-in capital | 396,057,788 | 367,649,123 |
Shareholders’ equity | 251,623,148 | 339,634,779 |
Total liabilities and shareholders’ equity | $ 295,712,888 | $ 366,982,638 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 20,000,000 | 20,000,000 |
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Common shares, par value (in Dollars per share) | $ 0.0001 | |
Class A Common Stock | ||
Common shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 700,000,000 | 700,000,000 |
Common shares, shares issued | 114,926,700 | 111,467,763 |
Common shares, shares outstanding | 114,926,700 | 111,467,763 |
Class C Common Stock | ||
Common shares, par value (in Dollars per share) | $ 0.0001 | |
Common shares, shares authorized | 170,000,000 | 170,000,000 |
Common shares, shares issued | 165,353,621 | 167,662,214 |
Common shares, shares outstanding | 165,353,621 | 167,662,214 |
Class D Common Stock | ||
Common shares, shares authorized | 110,000,000 | 110,000,000 |
Common shares, shares issued | 105,782,403 | 105,782,403 |
Common shares, shares outstanding | 105,782,403 | 105,782,403 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity - USD ($) | Common Stock Class A | Common Stock Class C | Common Stock Class D | Common Stock Legacy Rumble Class A | Common Stock Legacy Rumble Class B | Common Stock Class B | 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 | $ 4,897 | $ 16,876 | $ (60,537,812) | $ (129,761) | 60,645,800 | ||||
Issuance of Class A and C Common Stock in exchange for Legacy Rumble Class A and B common shares (in Shares) | 48,970,404 | 168,762,214 | (8,726,050) | (135,220) | |||||
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 | (54,091,750) | (54,091,750) | |||||||
Excess fair value over net assets acquired – listing fee | (2,265,284) | (2,265,284) | |||||||
Eliminate CFVI’s historical accumulated deficit | (37,003,588) | (37,003,588) | |||||||
Share-based compensation | 1,933,403 | 1,933,403 | |||||||
Loss for the year | (11,403,994) | (11,403,994) | |||||||
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 of Class A Common Stock in connection with Callin acquisition | $ 149 | 14,664,682 | 14,664,831 | ||||||
Issuance of 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 | $ 55 | 55 | |||||||
Issuance of Class A Common Stock upon vesting of restricted stock units (in Shares) | 551,522 | ||||||||
Issuance of Class A Common Stock in exchange for Class C Common Stock | $ 231 | $ (231) | |||||||
Issuance of Class A Common Stock in exchange for Class C Common Stock (in Shares) | 2,308,593 | (2,308,593) | |||||||
Net share settlement on restricted stock units | $ (35) | (2,107,536) | (2,107,571) | ||||||
Net share settlement on restricted stock units (in Shares) | (355,690) | ||||||||
Issuance of Class A Common Stock in exchange for CFVI Class B common shares (in Shares) | 7,500,000 | ||||||||
Share-based compensation | 16,283,229 | 16,283,229 | |||||||
Loss for the year | (116,420,462) | (116,420,462) | |||||||
Balance at Dec. 31, 2023 | $ 741,410 | $ 16,535 | $ 10,578 | $ 396,057,788 | $ (145,203,163) | $ 251,623,148 | |||
Balance (in Shares) at Dec. 31, 2023 | 114,926,700 | 165,353,621 | 105,782,403 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities | ||
Net loss for the period | $ (116,420,462) | $ (11,403,994) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 4,850,812 | 1,556,056 |
Share-based compensation | 16,283,229 | 1,933,403 |
Non-cash portion interest expense | 58,815 | 36,621 |
Amortization on right-of-use assets | 788,799 | 528,220 |
Change in fair value of warrants | (2,365,895) | (21,010,500) |
Change in fair value of contingent consideration | (1,922,381) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (674,981) | (2,935,399) |
Prepaid expenses and other | (4,990,778) | (9,500,432) |
Accounts payable and accrued liabilities | 9,612,728 | 7,996,298 |
Deferred revenue | 5,963,272 | 1,010,605 |
Deferred taxes | (3,323,744) | |
Operating lease liabilities | (770,727) | (496,835) |
Net cash used in operating activities | (92,911,313) | (32,285,957) |
Investing activities | ||
Purchase of property and equipment | (14,572,933) | (8,544,398) |
Purchase of intangible assets | (2,915,085) | (494,769) |
Purchase of marketable securities | (1,135,200) | (1,100,000) |
Sale of marketable securities | 1,100,000 | |
Cash acquired in connection with Callin acquisition | 1,000,989 | |
Acquisition of North River, net of cash acquired | (7,249,085) | |
Net cash used in investing activities | (23,771,314) | (10,139,167) |
Financing activities | ||
Taxes paid from net share settlement for share-based compensation | (2,107,516) | |
Proceeds from other liabilities | 250,000 | |
Proceeds from Qualifying Transaction | 399,807,596 | |
Repurchase of Class C Common Stock | (11,000,000) | |
Repayment of Sponsor loan in connection with Qualifying Transaction | (2,173,353) | |
Share issuance costs | (40,478) | (54,091,750) |
Net cash (used in) provided by financing activities | (2,147,994) | 332,792,493 |
Effect of exchange rate changes on cash and cash equivalents | (45,465) | |
(Decrease) increase in cash and cash equivalents during the period | (118,830,621) | 290,321,904 |
Cash and cash equivalents, beginning of period | 337,169,279 | 46,847,375 |
Cash and cash equivalents, end of period | 218,338,658 | 337,169,279 |
Supplemental cash flow information: | ||
Cash paid for income taxes | 31,974 | 5,180 |
Cash paid for interest | 4,212 | 54 |
Cash paid for lease liabilities | 770,727 | 841,756 |
Non-cash investing and financing activities: | ||
Property and equipment in accounts payable and accrued liabilities | 123,946 | 621,045 |
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 | $ 1,906,248 | $ 228,886 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Overview and Basis of Presentation [Abstract] | |
Overview and Basis of Presentation | 1. Nature of Operations On December 1, 2021, Rumble Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Legacy Rumble”) and CF Acquisition VI, a Delaware corporation (“CFVI”) entered into a business agreement (the “Business Combination Agreement”). On September 16, 2022, pursuant to the terms of the Business Combination Agreement, Legacy Rumble and CFVI announced the completion of a transaction whereby CFVI was renamed Rumble Inc. and Legacy Rumble was renamed Rumble Canada Inc. (the “Qualifying Transaction”). Refer to Note 12 Qualifying Transaction for further detail. Rumble Inc. (“Rumble” or “the Company”) is a high growth, video sharing platform and cloud services provider designed to help content creators manage, distribute, and monetize their content by connecting them with brands, publishers, and directly to their subscribers and followers. 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 (“Nasdaq”) under the symbol “RUM” and “RUMBW”, respectively. Basis of Presentation The accompanying consolidated 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 Basis of Consolidation These consolidated financial statements include the accounts of the Company and all subsidiaries. Subsidiaries are entities in which the Company has a controlling voting interest or is the primary beneficiary of a variable interest entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de -consolidated 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: allowance for credit losses; valuation of share -based -lived |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Foreign Currency The functional currencies of the Company and its foreign subsidiaries are the U.S. dollar. Transactions denominated in currencies other than the U.S. dollar are remeasured using end -of-period Fair Value Measurements The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants. Fair value measurement is based on a hierarchy of observable or unobservable inputs. The standard describes three levels of inputs that may be used to measure fair value. Level 1 — Inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date; Level 2 — Inputs to the valuation methodology other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and the fair value can be determined through the use of models or other valuation methodologies; and Level 3 — Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity of the asset and liability and the reporting entity makes estimates and assumptions relating to the pricing of the asset or liability, including assumptions regarding risk. This includes certain cash flow pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company may measure eligible assets and liabilities at fair value, with changes in value recognized in profit and loss. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company evaluates the estimated fair value of financial instruments using available market information and management’s estimates. The use of different market assumptions and/or estimation methodologies could have a significant impact on the estimated fair value amounts. Our financial instruments include cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued liabilities, lease liabilities, warrant liability, contingent consideration, and other liabilities, approximate fair value. Concentration Risk A meaningful portion of the Company’s revenue (and a substantial portion of the Company’s net cash from operations that it can freely access) is attributable to service agreements with a several customers. See Note 18 for further details. Revenue Recognition The Company derives revenues primarily from: • • Revenues are recognized when the control of promised services is transferred to a customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales tax and other similar taxes are excluded from revenues. In order to recognize revenue, the Company applies the following five (5) steps: 1. 2. 3. 4. 5. Advertising fees The Company generates advertising fees by delivering digital video and display advertisements as well as cost -per-message-read -party -per-message-read The Company recognizes revenue from video and display advertisements when a user engages with the advertisement, such as an impression, click, or purchase. For cost -per-message-read Other services and cloud Other services include: subscription fees earned primarily from consumer product offerings such as Locals and badges; revenues generated from content that is licensed by third -parties -per-view Subscription services are recognized over time for the duration of the contract. Under bulk license agreements, the Company’s obligations include hosting the content libraries for access and searching by the customer, updating the libraries with new content provided by the content owner, and making videos selected by the customer available for download, throughout the term of the contract. These services are billed based on the access to the content regardless of the number of videos downloaded. All of these services are highly interdependent as the customer’s ability to derive its intended benefit from the contract depends on the entity transferring both the access to the content library over time and making the videos available as and when required by the customer for download. These services therefore constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term. The predominant item in the single performance obligation is a license providing a right to access the content library throughout the license period. For these arrangements, the Company recognizes the total fixed fees under the contract as revenue ratably over the term of the contract as the performance obligation is satisfied, as this best depicts the pattern of control transfer. For license agreements related to the Rumble Player, the Company’s obligations include providing access to the current version the Rumble Player throughout the term of the contract. As part of this arrangement, the customer is required to use the most current version of the player and therefore, the utility of the player to the customer is significantly affected by Rumble’s ongoing activities to maintain and support the player. Revenue is therefore recognized ratably over the term of the contract. The Company generates revenue through the licensing of content to third -party -party -party -based Fees from tipping features are recognized at a point in time when a user tips on the platform. Revenues related to platform hosting are recognized over time as the Company provides access to the platform and varies based on the subscription fees generated by the content creator. The Company allocates variable fees earned from these arrangements to those distinct performance obligations where pricing practices are consistent with the allocation objective. Cloud services are generally provided on either a consumption or subscription basis. Revenues related to cloud services provided on a consumption basis are recognized when the customer utilizes the services, based on the quantity of services consumed at the amount which we have the right to invoice for services performed. Revenues related to cloud services provided on a subscription basis are recognized ratably over the contract term as the customer receives and consumes the benefits of the cloud services. Costs to Obtain a Contract The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of these costs to be longer than one year. As of December 31, 2023, the Company had capitalized $4,172,570 related to content costs which are included within prepaid expenses and other on the consolidated balance sheets (2022 – $507,392). Amortization of contract acquisition costs was $6,994,890 for year ended December 31, 2023 and was included within cost of services (content, hosting and other) on the consolidated statements of operations (2022 – $225,415). There were no asset impairment charges for contract acquisition costs for the periods noted above. Principal vs Agent In our arrangements, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). The Company controls the advertising inventory before it is transferred to the customer and therefore is the principal in the transaction. Control is evidenced by the Company’s ability to monetize the advertising inventory before it is transferred to the customer. The Company is also acting as the principal in licensing, cloud, and subscription transactions, as it has control over both the content that is monetized as well as the platform over which the content is displayed. Further, the Company manages the monetization of content and is the only party to the contract with its customers. As it relates to revenues earned from platform hosting, we present revenue on a net basis as the Company is acting as the agent providing a platform for content creators to post content and interact with end users. Practical Expedients and Exemptions The Company does not disclose the transaction price allocated to unsatisfied performance obligations for contracts with an original expected length of one year or less and for contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed. Costs of Services (Exclusive of Amortization and Depreciation) Costs of services primarily consist of costs related to obtaining, supporting and hosting the Company’s product offerings. These costs primarily include: • • -party Deferred Revenue The Company records amounts that have been invoiced to its clients in either deferred revenue or revenue depending on whether the revenue recognition criteria described above have been met. Deferred revenue includes payments received in advance of performance under the contract. Advertising Expenses Advertising costs are expensed as incurred and are included in sales and marketing expense on the consolidated statements of operations. During the year ended December 31, 2023, the Company incurred advertising expenses of $4,550,742 (2022 – $1,666,912). Internal Use Software and Website Development Costs The Company capitalizes certain costs incurred in developing software programs or websites to be used solely to meet internal needs and cloud -based five Costs related to the preliminary project stage, post -implementation Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined on the basis of the difference between the tax bases of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. A valuation allowance is established for deferred tax assets for which realization is uncertain. Uncertain tax positions are accounted for using a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that the company has taken or expects to take on a tax return. This applies to income taxes and is not intended to be applied by analogy to other taxes, such as sales taxes, value -add The Company records the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. Any liabilities for which the Company expects to make cash payments within the next twelve months are classified as “short term”. Share-Based Compensation The Company issues equity awards such as stock options and restricted stock units to certain of its employees, advisory board members, directors, officers and consultants. For awards with a market condition, the market condition is taken into consideration in the fair value -based -based For equity awards granted to employees that have only a service condition, the Company recognizes the share -based -line 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 -based Forfeitures are accounted for when they occur. Loss per Share The Company calculates basic and diluted net loss per common share by dividing the net loss by the number of weighted average common shares outstanding during the period. The Company has excluded other potentially dilutive shares, which include warrants to purchase common shares and outstanding stock options, from the number of common shares outstanding as their inclusion in the computation for all periods would be anti -dilutive Cash, Cash Equivalents, and Marketable Securities Cash and cash equivalents primarily consist of cash on deposit with banks and amounts held in treasury bills and money market funds. Cash equivalents are carried at amortized cost, which approximates their fair market value. The Company considers all marketable securities with original maturities of three three Marketable securities are being accounted for as held -to-maturity twelve Accounts Receivable and Allowance for Current Expected Credit Losses Accounts receivable includes current outstanding invoices billed to customers due under customary trade terms. The term between invoicing and when payment is due is not significant. The accounts receivable balance as of December 31, 2021 was $1,344,654. The Company maintains an allowance for current expected credit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes are classified in general and administrative expense in the consolidated statements of operations. Collectability is assessed by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when specific customers are identified with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, customer -specific Volatility in market conditions and evolving credit trends are difficult to predict and may cause variability and volatility that may have a material impact on the allowance for credit losses in future periods. The allowance for credit losses at December 31, 2023 was $ nil nil Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight -line Useful Lives Computer hardware 3 – 5 years Furniture and fixtures 3 – 5 years Leasehold improvements Lesser of useful life or term of lease Expenditures for maintenance and repairs are expensed as incurred. Right-of-Use Assets and Lease Liabilities Right -of-use Most of our leases contain lease and non -lease -lease -lease Right -of-use Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. When determining the probability of exercising such options, we consider contract -based -based -based As most of our leases do not provide an implicit rate, the incremental borrowing rate is used based on the information available at the commencement date in determining the present value of lease payments. The Company determines the incremental borrowing rate as the interest rate the Company would pay to borrow over a similar term the funds necessary to obtain an asset of a similar value to the right -of-use Operating lease costs are recognized on a straight -line The Company has elected the practical expedient to not recognize right -of-use -term Intangible Assets Intangible assets with finite lives consist of intellectual property, internal -use Intangible assets are amortized on a straight -line two fifteen Impairment of Long-Lived Assets and Finite Lived Intangible Assets The Company reviews long -lived Goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For its annual goodwill impairment test in all periods to date, the Company has determined it has one reporting unit and the fair value of its reporting unit has been determined by the Company’s enterprise value. The Company performs its annual goodwill impairment test during the fourth fiscal quarter. For its annual impairment test performed on October 1, 2023, the Company completed an assessment and determined that there was no impairment of goodwill. Warrant Liability The Company accounts for warrants by first assessing whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own shares of common stock and whether the warrant holders count potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the warrants and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that do not meet all the criteria for equity classification, such warrants are required to be as a liability initially at their fair value on the date of issuance, and subsequently remeasured to fair value on each balance sheet date thereafter. Changes in the estimated fair value of liability -classified The Company accounts for all its warrants as a liability as the warrants do not meet the criteria for equity classification. 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 Any contingent consideration is measured at fair value at the acquisition date. Contingent consideration that does not meet all the criteria for equity classification is initially recorded at its fair value at the acquisition date, and subsequently remeasured to fair value on each balance sheet date thereafter. Changes in the estimated fair value of liability -classified 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. Asset Acquisitions The Company accounts for asset acquisitions by allocating the consideration to the acquired assets and liabilities on a relative fair value basis. Working capital items are recognized at their stated amounts. The Company has elected an accounting policy to recognize any contingent consideration obligation in an asset acquisition when the contingency is resolved, and the consideration becomes payable. The contingent consideration will be included in the cost allocated to the acquired assets if and when the contingency is resolved. New Standards or Amendments Adopted The Company adopted the following new standards or amendments effective January 1, 2023: • -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, ASU 2019 -11 , Codification Improvements and 2020 -03 , Codification Improvements There was no impact on the financial statements as a result of the adoption of the above standards. New Standards or Amendments Not Yet Effective The following amendments to existing standards have been issued up to and including the date of issuance of these financial statements, however are not yet effective for the Company: Effective for years beginning after December 15, 2023: • -03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Effective for periods beginning after December 31, 2023) • -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (applicable to convertible instruments (Effective for periods beginning after December 31, 2023) • -07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures The Company is in the process of assessing the impact of the new accounting standards on its consolidated financial statements. Effective for years beginning after December 15, 2024: • -09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The Company is still evaluating the impact of implementing the above improvements to its consolidated financial statements. Prior Period Reclassifications Certain amounts in expenses and other income (expenses) in prior periods have been reclassified to conform with current period presentation. The reclassification has no impact on net loss, loss per share or total shareholders’ equity. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Acquisitions [Abstract] | |
Acquisitions | 3. Acquisition of Callin Corp. 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. 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 Software and technology 9,352,000 Accounts payable, accruals, and other liabilities (1,137,814 ) Deferred tax liability (1,230,526 ) Total net assets acquired $ 8,234,080 Goodwill $ 9,992,492 The 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 963,337 shares had been issued as of December 31, 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 each consisting 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: • • • • In assessing what is part of the business combination, the Company has determined that because the two retention payments are contingent on a selling shareholder providing services post -combination -combination -combination 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 probability of achieving the milestones, which impacts 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 $1,922,381 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. As of December 31, 2023, milestone payment 1 was met resulting in the issuance of 375,000 Class A Common Stock. During the year ended December 31, 2023, the Company adjusted certain provisional amounts recognized at the acquisition date related to the finalization of the valuation report and the income tax provision in the fourth quarter of 2023. An adjustment was made to increase upfront share consideration by $143,716 as well as an increase to intangible assets and deferred tax liability of $1,594,000 and $398,654, respectively. The corresponding adjustment was reflected in 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 The acquired business contributed revenues of $ nil Acquisition of North River Project Inc. On October 3, 2023, the Company acquired 100% of the outstanding equity of North River Project Inc. (“North River”), for $10,000,000 Canadian Dollars ($7,293,000 US Dollars) in cash upfront and future contingent cash payments of up to $10,000,000 Canadian Dollars. The Company has determined that North River does not meet the definition of a business and has accounted for the acquisition as an asset acquisition. The contingent consideration contains two payments each consisting of $5,000,000 Canadian Dollars upon the completion of feature development and integration of the acquired technology into the Company’s existing software within a 5 -year The Company allocated the consideration as follows: Fair Value Software and technology $ 9,000,740 Assembled workforce 366,188 Net working capital (14,808 ) Deferred tax liability (2,059,120 ) Total consideration $ 7,293,000 The acquired software and technology was assigned a useful life of 5 years and the assembled workforce was assigned a useful life of 2 years. The assets are recorded in intangible assets, net on the Company’s consolidated balance sheets. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contracts with Customers [Abstract] | |
Revenue from Contracts with Customers | 4. The following table presents revenues disaggregated by type: For the year ended 2023 2022 Advertising $ 60,026,091 $ 31,139,398 Other services and cloud 20,937,360 8,244,886 Total revenues $ 80,963,451 $ 39,384,284 The Company recognizes revenue either at a point in time, or over time, depending upon the characteristics of the contract. During the year ended December 31, 2023, revenue recognized at a point in time compared to over time was $21,741,274 and $59,222,177, respectively. During the year ended December 31, 2022, revenue recognized at a point in time compared to over time was $15,391,170 and $23,993,114, respectively. Deferred Revenue Deferred revenue recorded at December 31, 2023 is expected to be fully recognized by December 31, 2024. The deferred revenue balance as of December 31, 2023 was $7,003,891. The deferred revenue balance as of December 31, 2022 was $1,040,619, of which $881,596 was recognized as revenues for the year ended December 31, 2023. The deferred revenue balance as of December 31, 2021 was $30,014, of which $30,014 was recognized as revenues for the year ended December 31, 2022. |
Cash, Cash Equivalents, and Mar
Cash, Cash Equivalents, and Marketable Securities | 12 Months Ended |
Dec. 31, 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 as of December 31, 2023 and 2022 consist of the following: Contracted 2023 2022 Balance Balance Cash Demand $ 11,632,839 $ 3,519,674 Treasury bills and money market funds Demand 206,705,819 333,649,605 $ 218,338,658 $ 337,169,279 Marketable securities consist of term deposits of $1,135,200 as at December 31, 2023 (2022 – $1,100,000). The Company did not have any long -term As of December 31, 2023, the Company entered into a guarantee/standby letter of credit in the amount of $1,362,500 which will be used towards the issuance of credit for running the day -to-day |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Property and Equipment | 6. 2023 2022 Computer hardware $ 21,969,345 $ 8,866,157 Furniture and fixtures 121,077 100,921 Leasehold improvements 1,911,901 921,570 24,002,323 9,888,648 Accumulated depreciation (4,312,336 ) (1,044,416 ) Net carrying value $ 19,689,987 $ 8,844,232 Depreciation expense on property and equipment for the year ended December 31, 2023 was $3,267,920 (2022 – $987,014). |
Right-of-Use Assets and Lease L
Right-of-Use Assets and Lease Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Right-of-Use Assets and Lease Liabilities [Abstract] | |
Right-of-Use Assets and Lease Liabilities | 7. The Company leases several facilities and data centers under non -cancelable Cost 2023 Cost 2022 Accumulated Accumulated Right-of-use assets $ 3,833,184 $ 1,359,281 $ 1,926,936 $ 570,482 Net book value $ 2,473,903 $ 1,356,454 Operating lease costs for the year ended December 31, 2023 were $848,849 (2022 – $564,842) and are included in general and administration expenses in the consolidated statements of operations. As of December 31, 2023, the weighted -average -average The following shows the future minimum lease payments for the remaining years under the lease arrangement as of December 31, 2023. 2024 $ 1,095,344 2025 984,848 2026 695,056 2027 43,719 2,818,967 Less: imputed interest* 212,386 2,606,581 Current portion $ 975,844 Long-term portion $ 1,630,737 ____________ * |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
Intangible Assets | 8. 2023 Weighted- Gross Accumulated Net Intellectual property 4.74 $ 461,663 $ 101,023 $ 360,640 Domain name 12.42 500,448 86,019 414,429 Brand 7.83 1,284,000 280,369 1,003,631 Software and technology 4.68 20,894,389 1,618,906 19,275,483 Internal software development 4.18 2,004,684 116,854 1,887,830 Assembled workforce 1.75 366,188 45,773 320,415 $ 25,511,372 $ 2,248,944 $ 23,262,428 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 Software and technology 1,969,769 390,411 1,579,358 $ 3,877,360 $ 666,055 $ 3,211,305 Amortization expense related to intangible assets for the year ended December 31, 2023 was $1,582,889 (2022 – $569,042). For intangible assets held as of December 31, 2023, future amortization expense is as follows: 2024 $ 5,127,906 2025 5,019,093 2026 4,717,638 2027 4,366,324 2028 3,422,223 Thereafter 609,244 $ 23,262,428 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill [Abstract] | |
Goodwill | 9. 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. The following table summarizes the changes in the carrying amount of goodwill: Balance, December 31, 2022 $ 662,899 Acquisitions 9,992,492 Balance, December 31, 2023 $ 10,655,391 There was no |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | 10. The Company is subject to income tax in the U.S. and Canada through its wholly owned subsidiary, Rumble Canada Inc. Rumble Inc.’s federal statutory tax rate is 21% (2022 – 21%) The difference between the tax calculated on income before income tax according to the statutory tax rate and the amount of the income tax included in the income tax expense is reconciled as follows: 2023 2022 Loss before income taxes $ (119,712,165 ) $ (11,619,422 ) Statutory income tax rate 21 % 21 % Income tax recovery at statutory income tax rate (25,139,555 ) (2,440,079 ) Non-deductible expenses 420,174 245,566 Change in the fair value of warrant liability (943,421 ) (4,412,205 ) Difference in jurisdictional tax rates (4,891,708 ) (1,549,371 ) Tax restructuring — 693,725 Other 194,426 (165,724 ) Change in valuation allowance 27,068,381 7,412,660 $ (3,291,703 ) $ (215,428 ) The Company recorded an income tax benefit of $3,291,703 for the year ended December 31, 2023, which is primarily a result of a deferred tax liability created through the acquisitions of Callin and North River and can be used to realize certain deferred tax assets against which we had previously recorded a full valuation allowance. Deferred Tax Assets (Liabilities) 2023 2022 Deferred income tax assets: Loss carryforwards $ 45,792,765 $ 17,125,566 Tangible assets — 271,227 Share-based compensation 3,627,277 398,881 R&D and other cost pool carryforwards 2,229,569 — Other 129,636 161,452 Gross deferred income tax assets 51,779,247 17,957,126 Valuation allowance (45,273,417 ) (16,650,521 ) Total deferred income tax assets, net of valuation allowance 6,505,830 1,306,605 Deferred income tax liabilities: Tangible assets (3,208,381 ) — Intangible assets (3,297,449 ) (1,306,605 ) Total deferred income tax liabilities (6,505,830 ) (1,306,605 ) Net deferred income tax assets and liabilities $ — $ — The Company has assessed the realizability of the net deferred tax assets by considering the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. In making such a determination, the Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations. A significant piece of objective negative evidence evaluated was the cumulative tax loss incurred by the Company over the three year period ended December 31, 2023. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. After consideration of all these factors, the Company has recorded a full valuation allowance against the net deferred tax assets. As at December 31, 2023, a valuation allowance has been taken against the net deferred tax assets of $45,273,417 (December 31, 2022 – $16,650,521). Deferred income taxes have not been recorded on the basis differences for investments in consolidated subsidiaries as these basis differences are indefinitely reinvested or will reverse in a non -taxable As at December 31, 2023, the Company has US federal and state net loss carryforwards of $78,563,194 (December 31, 2022 – $47,341,455) and Canadian federal and provincial non -capital -capital 2039 $ 85,753 2041 4,595,332 2042 21,012,477 2043 81,887,052 Indefinite 78,563,194 Utilization of net operating loss carryforwards may be subject to limitations in the event of a change in ownership as defined under U.S. IRC Section 382, and similar state provisions. An “ownership change” is generally defined as a cumulative change in the ownership interest of significant stockholders of more than 50 percentage points over a three -year The Company operates in a number of tax jurisdictions and is subject to examination of its income tax returns by tax authorities in those jurisdictions who may challenge any item on these returns. The Company has accumulated loss carryforwards each year since inception in both the US and Canada which are open to audit examination until such time that the year in which they are utilized becomes statute barred. Because the tax matters challenged by tax authorities are typically complex, the ultimate outcome of these challenges is uncertain. The Company recognizes the effects of uncertain tax positions in the consolidated financial statements after determining that it is more -likely-than-not |
Other Liability
Other Liability | 12 Months Ended |
Dec. 31, 2023 | |
Other Liability [Abstract] | |
Other Liability | 11. The Company has received certain amounts from a third party to assist with certain operating expenditures of the Company. These amounts are to be repaid upon settlement of those expenditures, are non -interest -term |
Qualifying Transaction
Qualifying Transaction | 12 Months Ended |
Dec. 31, 2023 | |
Qualifying Transaction [Abstract] | |
Qualifying Transaction | 12. On December 1, 2021, Legacy Rumble entered into the Business Combination Agreement, which among other things, provided for the exchange of all of the issued and outstanding shares of Legacy Rumble for the shares of Class A Common Stock and Class C Common Stock and exchangeable shares in a wholly -owned On September 16, 2022 (the “Closing Date”), pursuant to the terms of the Business Combination Agreement, Legacy Rumble and CFVI announced the completion of a transaction whereby CFVI was renamed Rumble Inc and Legacy Rumble was renamed Rumble Canada Inc. References herein to “CFVI” and “Legacy Rumble” are to CFVI and Rumble Inc, respectively, prior to the consummation of the Qualifying Transaction, and references to the “Company” or “Rumble” are to Rumble Inc following consummation of the Qualifying Transaction. Consideration for the Qualifying Transaction pursuant to the terms of the Business Combination Agreement, and in exchange for their respective shares of capital stock of Legacy Rumble, was as follows: • non -economic • -Electing -Electing The “Arrangement Consideration” means $3,186,384,663, representing the sum of $3,150,000,000, plus the cash and cash equivalents balance held by Legacy Rumble as of the date of the Qualifying Transaction (net of outstanding indebtedness), plus the aggregate exercise price of all outstanding options to purchase Legacy Rumble stock. The “Price Per Company Share” is obtained by dividing (i) the Arrangement Consideration by (ii) the number of outstanding shares of capital stock of Legacy Rumble (calculated on a fully diluted basis in accordance with the Business Combination Agreement). The Company Exchange Ratio was determined to be 24.5713:1.0000. In addition, under the Business Combination Agreement: • • “Option Earnout Fraction” means the difference between (i) the Company Exchange Ratio divided by the Option Exchange Ratio minus (ii) 1.00. “Option Exchange Ratio” means the quotient obtained by dividing (x) by (y), where: (x) is the quotient, expressed as a dollar number, obtained by dividing (i) the sum of (a) $2,136,384,663, representing the sum of $2,100,000,000 plus the cash and cash equivalents balance held by Legacy Rumble as of the date of the Qualifying Transaction (net of debt), plus the aggregate exercise price of all outstanding options to purchase shares of Legacy Rumble capital stock, by (ii) the number of outstanding shares of Legacy Rumble capital stock (calculated on a fully diluted basis in accordance with the Business Combination Agreement); and (y) $10.00. In addition, for an aggregate purchase price of $1,000,000, upon the closing of the Qualifying Transaction and pursuant to a subscription agreement entered into between Christopher Pavlovski, Legacy Rumble’s CEO and founder (“Mr. Pavlovski”) and CFVI, the Company issued and sold to Mr. Pavlovski a number of shares of Class D common stock, par value $0.0001 per share, of the Company (“Class D Common Stock”), a new class of non -economic The Company also issued, as of the date of the closing of the Qualifying Transaction, 1,875,000 shares of Class A Common Stock (par value $188) in connection with the forward purchase contract. Further, upon the closing of the Qualifying Transaction, the Company consummated a private investment in public equity (“PIPE”) via the issuance of 8,300,000 shares of Class A Common Stock (par value $0.0001 per share) for aggregate proceeds of $83,000,000. While CFVI was the legal acquirer of Legacy Rumble, Legacy Rumble was identified as the acquirer for accounting purposes. The Qualifying Transaction is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, CFVI is treated as the acquired company for financial reporting purposes and Legacy Rumble is treated as the acquiror. This determination is primarily based on the facts that subsequent to the Qualifying Transaction, the Legacy Rumble shareholders hold a majority of the voting rights in the combined company (Rumble or the Company), Legacy Rumble will collectively hold voting power giving them the right to appoint the majority of the directors in Rumble, Legacy Rumble comprises all of the ongoing operations of the combined company, Legacy Rumble comprises all of the senior management of the combined company, and Legacy Rumble is significantly larger than CFVI in terms of revenue, total assets (excluding cash) and employees. Accordingly, for accounting purposes, the Qualifying Transaction was treated as the equivalent of Legacy Rumble issuing shares for the net assets of CFVI, accompanied by a recapitalization. The net assets of CFVI were stated at historical costs. No goodwill or other intangible assets were recorded. Operations prior to the Qualifying Transaction are those of Legacy Rumble. In connection with the Qualifying Transaction, the Company received $399,807,596 in gross proceeds. The number of shares of the Company’s common stock outstanding immediately following the consummation of the Qualifying Transaction was: Class A Class C Class D Total CFVI Public Shareholders 29,969,311 — — 29,969,311 Sponsor Related Parties and Other Holders of Founder’s Shares 10,075,000 — — 10,075,000 Rumble Shareholders 63,123,452 167,662,214 105,782,403 336,568,069 PIPE Investors 8,300,000 — — 8,300,000 Closing shares 111,467,763 167,662,214 105,782,403 384,912,380 Details of the Qualifying Transaction are summarized as follows: Fair value of shares issued by Rumble $ 353,039,304 Net assets acquired: Cash $ 300,797,018 Prepaid expenses 221,016 Accounts payable, accruals, and other liabilities (256,095 ) Warrant liability (29,625,500 ) FPA liability (8,362,419 ) 262,774,020 PIPE escrow proceeds 83,000,000 Sponsor FPA proceeds 15,000,000 Class D Common Stock proceeds 1,000,000 Shares repurchase of Class C Common Stock (11,000,000 ) $ 350,774,020 Excess fair value over net assets acquired – listing fee $ 2,265,284 The excess fair value over net assets acquired was recorded as a reduction to additional paid -in -in During the year ended December 31, 2022, there was a change in ownership structure of the subsidiaries within the Company. Rumble Inc purchased Locals Technology Inc. and Rumble USA Inc. from Rumble Canada Inc on October 19, 2022 and December 31, 2022, respectively. There is no change in the group structure of the Company due to this change in ownership. |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders’ Equity [Abstract] | |
Shareholders’ Equity | 13. The Company is authorized to issue 1,000,000,000 shares, consisting of: (i) (ii) (iii) (iv) The following shares of common stock are issued and outstanding at: 2023 2022 Number Amount Number Amount Class A Common Stock 114,926,700 741,410 111,467,763 $ 741,013 Class C Common Stock 165,353,621 16,535 167,662,214 16,766 Class D Common Stock 105,782,403 10,578 105,782,403 10,578 Balance 386,062,724 768,523 384,912,380 $ 768,357 Class A Common Stock Authorized The Company is authorized to issue 700,000,000 shares with a par value of $0.0001 per share. Issued and outstanding The holders of shares of Class A Common Stock are entitled to one vote for each share of Class A Common Stock held at any meeting of shareholders of the Company. The holders of Class A Common Stock are entitled to receive dividends and other distributions declared or paid by the Company. The holders of Class A Common Stock are entitled to receive the remaining property of the Company upon liquidation, dissolution, or winding -up -up Number Balance December 31, 2022 111,467,763 Issuance of Class A Common Stock in connection with Callin acquisition 981,243 Issuance of Class A Common Stock upon vesting of stock awards, net share settlement on restricted stock units 195,832 Issuance of Class A Common Stock in exchange for Class C Common Shares 2,308,593 Holdback of Class A Common Stock for the repayment of domain name loan in connection with the acquisition of Locals Technology Inc. (26,731 ) Balance December 31, 2023 114,926,700 Former holders of the Legacy Rumble’s common shares are eligible to receive up to an aggregate of 105,000,000 additional shares of the Company’s Class A Common Stock, of which 76,412,604 shares are currently held in escrow and 28,587,396 shares will be issued when the contingency is met. Similarly, the Sponsor’s common shares are eligible to receive up to an aggregate of 1,973,750 additional shares of the Company’s Class A Common Stock and will be issued when the contingency is met. The holders are eligible to the shares 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 Number Balance December 31, 2021 — Issuance of Class A Common Stock in exchange for Legacy Rumble Class A and B common shares 48,970,404 Issuance of Class A Common Stock in exchange for Legacy Rumble warrants 14,153,048 Issuance of Class A and B Common Stock in connection with the Qualifying Transaction 10,875,000 Issuance of Class A Common Stock in exchange for CFVI Class B common shares 7,500,000 Issuance of Class A Common Stock in connection with public shares 29,969,311 Balance December 31, 2022 111,467,763 On September 16, 2022, in connection with the Qualifying Transaction, the following transactions occurred with regards to Class A Common Stock: • -Electing • • • • Class C Common Stock Authorized The Company is authorized to issue 170,000,000 shares with a par value of $0.0001 per share. Issued and outstanding The holders of shares of Class C Common Stock are entitled to one vote for each share of Class C Common Stock held at any meeting of shareholders of the Company. The holders of Class C Common Stock are not entitled to receive dividends and other distributions declared or paid by the Company. The holders of shares of Class C Common Stock are not entitled to receive the remaining property of Company upon liquidation, dissolution, or winding -up -up Number Balance December 31, 2022 167,662,214 Issuance of Class A Common Stock in exchange for Class C Common Shares (2,308,593 ) Balance December 31, 2023 165,353,621 During the year ended December 31, 2023, Electing Shareholders exchanged (on a 1 -for-1 Number Balance December 31, 2021 — Issuance of C Common Stock in exchange for Legacy Rumble Class A and B common shares 168,762,214 Repurchase of Class C Common Stock in the Key Individual Subscription Agreement (1,100,000 ) Balance December 31, 2022 167,662,214 On September 16, 2022, in connection with the Qualifying Transaction, the following transactions occurred with regards to Class C Common Stock: • • Class D Common Stock Authorized The Company is authorized to issue 110,000,000 shares with a par value of $0.0001 per share. Issued and outstanding The holders of shares of Class D Common Stock are entitled to 11.2663 votes for each share of Class D Common Stock held at any meeting of shareholders of the Company. The holders of shares of Class D Common Stock are not entitled to receive dividends and other distributions declared or paid by the Company. The holders of shares of Class D Common Stock are not entitled to receive the remaining property of Company upon liquidation, dissolution, or winding -up -up Number Balance December 31, 2021 — Issuance of Class D Common Stock in the Key Individual Subscription Agreement 105,782,403 Balance December 31, 2022 and 2023 105,782,403 For an aggregate price of $1,000,000, upon closing of the Qualifying Transaction, the Company issued and sold to Mr. Pavlovski 105,782,403 shares of the Company’s Class D Common Stock. |
Share-Based Compensation Expens
Share-Based Compensation Expense | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Expense [Abstract] | |
Share-Based Compensation Expense | 14. The Company’s stock award plans consist of: Rumble Inc. Amended and Restated Stock Option Plan The Company maintains a long -term As of December 31, 2023, there were 58,165,382 shares of Class A Common Stock reserved for future issuance under the Stock Option Plan Rumble Inc. 2022 Stock Incentive Plan The Rumble Inc. 2022 Stock Incentive Plan (the “Stock Incentive Plan”) was approved by the board of directors and the stockholders of the Company, and became effective, on September 16, 2022. The Company initially reserved 27,121,733 shares of Common Stock for issuance under the Stock Incentive Plan, subject to a ten -year As of December 31, 2023, there were 31,655,077 shares of Class A Common Stock reserved for future issuance under the Stock Incentive Plan Share -based 2023 2022 Restricted stock units $ 8,463,373 $ 1,713,277 Stock options 5,193,301 220,126 Rights to contingent consideration 2,478,040 — $ 16,134,714 $ 1,933,403 Restricted Stock Units The following table reflects the continuity of unvested restricted stock units (“RSUs”) transactions: Number Weighted Outstanding, December 31, 2022 1,548,098 $ 11.62 Granted 646,433 8.51 Vested (551,522 ) 11.21 Forfeited (11,671 ) 9.01 Outstanding, December 31, 2023 1,631,338 $ 10.55 The total unrecognized compensation cost for the RSUs issued is $12,613,413 which is expected to be recognized over a weighted -average The following table reflects additional information related to RSUs activity: 2023 2022 Grant date fair value of RSUs $ 22,916,836 $ 17,993,839 Stock Options The fair value of the options was determined using either a Black -Scholes -neutral -based 2023 2022 Share price $2.68 – $9.23 $9.44 – $11.13 Exercise price $4.63 – $10.36 $10.60 – $12.49 Risk-free interest rate 3.42% – 4.94% 3.72% Volatility 88% – 97% 95% Expected life 4 – 10 years 10 years Dividend rate 0.00% 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: Service Conditions Number Weighted Weighted Outstanding, December 31, 2022 58,607,457 $ 0.22 Granted 6,446,585 5.70 Forfeited (49,203 ) 8.31 Outstanding, December 31, 2023 65,004,839 $ 0.50 15.31 Vested and exercisable, December 31, 2023 58,137,272 $ 0.10 15.31 Performance Conditions Number Weighted Weighted Outstanding, December 31, 2022 — $ — Granted 358,249 9.42 Forfeited — — Outstanding, December 31, 2023 358,249 $ 9.42 9.30 Vested and exercisable, December 31, 2023 — $ — 9.30 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A Common Stock for those stock options that had exercise prices lower than the fair value of the Company’s Class A Common Stock. As of December 31, 2023, the aggregate intrinsic value of options outstanding was $255,088,661 and the aggregate intrinsic value of the options vested and exercisable was $254,992,826. The total unrecognized compensation cost for options with a service only condition and options with a performance condition as of December 31, 2023 was $24,586,179 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 1.72 years. As of December 31, 2023, the Company has 2,592,616 stock options outstanding included within the service condition awards that have market based vesting conditions 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 As of December 31, 2023, the Company has determined that it is not probable that the conditions related to the performance -based The weighted average grant date fair value of the outstanding options with a service only condition and options with a performance condition as of December 31, 2023 was $1.11 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 Fair value Allocated to consideration $ 15,578 Allocated to post-combination services 5,941,563 Total fair value of rights $ 5,957,141 During the year ended December 31, 2023, share -based nil As of December 31, 2023, there was $2,169,365 and $1,240,239 of total unrecognized compensation cost related to rights with a service only condition, and rights with a performance condition, respectively. That cost is expected to be recognized over a weighted average period of 1.20 and 1.33 years, respectively. |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2023 | |
Loss per Share [Abstract] | |
Loss per Share | 15. Basic loss per share is computed by dividing net loss attributable to the Company by the weighted -average -economic -average 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 | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 16. Commitments The Company has non -cancelable 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 December 31, 2023 and 2022, there were no material indemnification claims that were probable or reasonably possible. As of December 31, 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, which later settled without any payment to the plaintiff; and 3) two putative class action lawsuits alleging violations of the Video Privacy Protection Act, one of which was dismissed voluntarily, the other of which was dismissed by a federal district court, then voluntarily dismissed on appeal without any exchange of consideration. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 17. The following table summarizes the liabilities measured at fair value on a recurring basis: 2023 Level 1 Level 2 Level 3 Warrant Liability Marketable Securities Contingent Consideration December 31, 2022 $ 10,062,500 $ 1,100,000 $ — Recognized in the Callin acquisition — — 3,491,741 Change in fair value (2,365,895 ) 35,200 (1,922,381 ) December 31, 2023 $ 7,696,605 $ 1,135,200 $ 1,569,360 2022 Level 1 Level 2 Level 3 Warrant Liability Marketable Securities Contingent Consideration December 31, 2021 $ — $ — $ — Issued term deposits — 1,100,000 — Issued in the Qualifying Transaction 31,073,000 — — Change in fair value (21,010,500 ) — — December 31, 2022 $ 10,062,500 $ 1,100,000 $ — Warrant liability Warrant liability consists of warrants issued by the Company in public offerings, private placements, and forward purchase contracts. As of December 31, 2023, the number of warrants outstanding and weighted -average Contingent consideration The contingent consideration liability arose during the year from the Callin acquisition, refer to Note 3 for additional details. The decrease in fair value during the year is attributable to changes in the Company’s stock price. |
Credit and Concentration Risks
Credit and Concentration Risks | 12 Months Ended |
Dec. 31, 2023 | |
Credit and Concentration Risks [Abstract] | |
Credit and Concentration Risks | 18. 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. We maintain cash balances that exceed the insured limits by the Federal Deposit Insurance Corporation and the Canada Deposit Insurance Corporation. The Company is exposed to credit risk in the event of default by its customers. Accounts receivables are recorded at the invoiced amount, do not bear interest, and do not require collateral. For the year ended December 31, 2023, one customer accounted for $36,973,000 or 46% of revenue (2022 – $17,686,000 or 45%). As of December 31, 2023, one customer accounted for 35% of accounts receivable (2022 – 66%), which has been collected in the month of January 2024. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. The Company’s related parties include directors, shareholders and key management. Compensation to related parties totaled $13,008,425 for the year ended December 31, 2023 (2022 – $7,060,916), of which the Company paid share -based The Company has a vendor relationship with Cosmic Inc. and Kosmik Development Skopje doo (“Cosmic”) to provide content moderation and software development services. Cosmic is controlled by Mr. Pavlovski and Mr. Milnes, each of whom holds a significant number of Rumble shares. The Company incurred related party expenses for these services of $2,849,600 during the year ended December 31, 2023 (2022 – $1,692,960). 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 year ended December 31, 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 | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information [Abstract] | |
Segment Information | 20. Disclosure requirements about segments of an enterprise establish standards for reporting information regarding operating segments in annual financial statements. These requirements include presenting selected information for each segment. Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision -maker -maker -maker The following presents the revenue by geographic region: 2023 2022 United States $ 74,439,470 $ 37,412,270 Canada 1,042,983 502,221 Other 5,480,998 1,469,793 $ 80,963,451 $ 39,384,284 The Company tracks assets by physical location. Long -lived 2023 2022 United States $ 19,334,231 $ 8,401,351 Canada 355,756 442,881 $ 19,689,987 $ 8,844,232 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. In accordance with ASC 855, the Company’s management reviewed all material events through March 27 th |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Foreign Currency | Foreign Currency The functional currencies of the Company and its foreign subsidiaries are the U.S. dollar. Transactions denominated in currencies other than the U.S. dollar are remeasured using end -of-period |
Fair Value Measurements | Fair Value Measurements The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants. Fair value measurement is based on a hierarchy of observable or unobservable inputs. The standard describes three levels of inputs that may be used to measure fair value. Level 1 — Inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date; Level 2 — Inputs to the valuation methodology other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and the fair value can be determined through the use of models or other valuation methodologies; and Level 3 — Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity of the asset and liability and the reporting entity makes estimates and assumptions relating to the pricing of the asset or liability, including assumptions regarding risk. This includes certain cash flow pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company may measure eligible assets and liabilities at fair value, with changes in value recognized in profit and loss. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company evaluates the estimated fair value of financial instruments using available market information and management’s estimates. The use of different market assumptions and/or estimation methodologies could have a significant impact on the estimated fair value amounts. Our financial instruments include cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued liabilities, lease liabilities, warrant liability, contingent consideration, and other liabilities, approximate fair value. |
Concentration Risk | Concentration Risk A meaningful portion of the Company’s revenue (and a substantial portion of the Company’s net cash from operations that it can freely access) is attributable to service agreements with a several customers. See Note 18 for further details. |
Revenue Recognition | Revenue Recognition The Company derives revenues primarily from: • • Revenues are recognized when the control of promised services is transferred to a customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales tax and other similar taxes are excluded from revenues. In order to recognize revenue, the Company applies the following five (5) steps: 1. 2. 3. 4. 5. Advertising fees The Company generates advertising fees by delivering digital video and display advertisements as well as cost -per-message-read -party -per-message-read The Company recognizes revenue from video and display advertisements when a user engages with the advertisement, such as an impression, click, or purchase. For cost -per-message-read Other services and cloud Other services include: subscription fees earned primarily from consumer product offerings such as Locals and badges; revenues generated from content that is licensed by third -parties -per-view Subscription services are recognized over time for the duration of the contract. Under bulk license agreements, the Company’s obligations include hosting the content libraries for access and searching by the customer, updating the libraries with new content provided by the content owner, and making videos selected by the customer available for download, throughout the term of the contract. These services are billed based on the access to the content regardless of the number of videos downloaded. All of these services are highly interdependent as the customer’s ability to derive its intended benefit from the contract depends on the entity transferring both the access to the content library over time and making the videos available as and when required by the customer for download. These services therefore constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term. The predominant item in the single performance obligation is a license providing a right to access the content library throughout the license period. For these arrangements, the Company recognizes the total fixed fees under the contract as revenue ratably over the term of the contract as the performance obligation is satisfied, as this best depicts the pattern of control transfer. For license agreements related to the Rumble Player, the Company’s obligations include providing access to the current version the Rumble Player throughout the term of the contract. As part of this arrangement, the customer is required to use the most current version of the player and therefore, the utility of the player to the customer is significantly affected by Rumble’s ongoing activities to maintain and support the player. Revenue is therefore recognized ratably over the term of the contract. The Company generates revenue through the licensing of content to third -party -party -party -based Fees from tipping features are recognized at a point in time when a user tips on the platform. Revenues related to platform hosting are recognized over time as the Company provides access to the platform and varies based on the subscription fees generated by the content creator. The Company allocates variable fees earned from these arrangements to those distinct performance obligations where pricing practices are consistent with the allocation objective. Cloud services are generally provided on either a consumption or subscription basis. Revenues related to cloud services provided on a consumption basis are recognized when the customer utilizes the services, based on the quantity of services consumed at the amount which we have the right to invoice for services performed. Revenues related to cloud services provided on a subscription basis are recognized ratably over the contract term as the customer receives and consumes the benefits of the cloud services. Costs to Obtain a Contract The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of these costs to be longer than one year. As of December 31, 2023, the Company had capitalized $4,172,570 related to content costs which are included within prepaid expenses and other on the consolidated balance sheets (2022 – $507,392). Amortization of contract acquisition costs was $6,994,890 for year ended December 31, 2023 and was included within cost of services (content, hosting and other) on the consolidated statements of operations (2022 – $225,415). There were no asset impairment charges for contract acquisition costs for the periods noted above. Principal vs Agent In our arrangements, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). The Company controls the advertising inventory before it is transferred to the customer and therefore is the principal in the transaction. Control is evidenced by the Company’s ability to monetize the advertising inventory before it is transferred to the customer. The Company is also acting as the principal in licensing, cloud, and subscription transactions, as it has control over both the content that is monetized as well as the platform over which the content is displayed. Further, the Company manages the monetization of content and is the only party to the contract with its customers. As it relates to revenues earned from platform hosting, we present revenue on a net basis as the Company is acting as the agent providing a platform for content creators to post content and interact with end users. Practical Expedients and Exemptions The Company does not disclose the transaction price allocated to unsatisfied performance obligations for contracts with an original expected length of one year or less and for contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed. |
Costs of Services (Exclusive of Amortization and Depreciation) | Costs of Services (Exclusive of Amortization and Depreciation) Costs of services primarily consist of costs related to obtaining, supporting and hosting the Company’s product offerings. These costs primarily include: • • -party |
Deferred Revenue | Deferred Revenue The Company records amounts that have been invoiced to its clients in either deferred revenue or revenue depending on whether the revenue recognition criteria described above have been met. Deferred revenue includes payments received in advance of performance under the contract. |
Advertising Expenses | Advertising Expenses Advertising costs are expensed as incurred and are included in sales and marketing expense on the consolidated statements of operations. During the year ended December 31, 2023, the Company incurred advertising expenses of $4,550,742 (2022 – $1,666,912). |
Internal Use Software and Website Development Costs | Internal Use Software and Website Development Costs The Company capitalizes certain costs incurred in developing software programs or websites to be used solely to meet internal needs and cloud -based five Costs related to the preliminary project stage, post -implementation |
Income Taxes | Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined on the basis of the difference between the tax bases of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. A valuation allowance is established for deferred tax assets for which realization is uncertain. Uncertain tax positions are accounted for using a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that the company has taken or expects to take on a tax return. This applies to income taxes and is not intended to be applied by analogy to other taxes, such as sales taxes, value -add The Company records the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. Any liabilities for which the Company expects to make cash payments within the next twelve months are classified as “short term”. |
Share-Based Compensation | Share-Based Compensation The Company issues equity awards such as stock options and restricted stock units to certain of its employees, advisory board members, directors, officers and consultants. For awards with a market condition, the market condition is taken into consideration in the fair value -based -based For equity awards granted to employees that have only a service condition, the Company recognizes the share -based -line 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 -based Forfeitures are accounted for when they occur. |
Loss per Share | Loss per Share The Company calculates basic and diluted net loss per common share by dividing the net loss by the number of weighted average common shares outstanding during the period. The Company has excluded other potentially dilutive shares, which include warrants to purchase common shares and outstanding stock options, from the number of common shares outstanding as their inclusion in the computation for all periods would be anti -dilutive |
Cash, Cash Equivalents, and Marketable Securities | Cash, Cash Equivalents, and Marketable Securities Cash and cash equivalents primarily consist of cash on deposit with banks and amounts held in treasury bills and money market funds. Cash equivalents are carried at amortized cost, which approximates their fair market value. The Company considers all marketable securities with original maturities of three three Marketable securities are being accounted for as held -to-maturity twelve |
Accounts Receivable and Allowance for Current Expected Credit Losses | Accounts Receivable and Allowance for Current Expected Credit Losses Accounts receivable includes current outstanding invoices billed to customers due under customary trade terms. The term between invoicing and when payment is due is not significant. The accounts receivable balance as of December 31, 2021 was $1,344,654. The Company maintains an allowance for current expected credit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes are classified in general and administrative expense in the consolidated statements of operations. Collectability is assessed by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when specific customers are identified with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, customer -specific Volatility in market conditions and evolving credit trends are difficult to predict and may cause variability and volatility that may have a material impact on the allowance for credit losses in future periods. The allowance for credit losses at December 31, 2023 was $ nil nil |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight -line Useful Lives Computer hardware 3 – 5 years Furniture and fixtures 3 – 5 years Leasehold improvements Lesser of useful life or term of lease Expenditures for maintenance and repairs are expensed as incurred. |
Right-of-Use Assets and Lease Liabilities | Right-of-Use Assets and Lease Liabilities Right -of-use Most of our leases contain lease and non -lease -lease -lease Right -of-use Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. When determining the probability of exercising such options, we consider contract -based -based -based As most of our leases do not provide an implicit rate, the incremental borrowing rate is used based on the information available at the commencement date in determining the present value of lease payments. The Company determines the incremental borrowing rate as the interest rate the Company would pay to borrow over a similar term the funds necessary to obtain an asset of a similar value to the right -of-use Operating lease costs are recognized on a straight -line The Company has elected the practical expedient to not recognize right -of-use -term |
Intangible Assets | Intangible Assets Intangible assets with finite lives consist of intellectual property, internal -use Intangible assets are amortized on a straight -line two fifteen |
Impairment of Long-Lived Assets and Finite Lived Intangible Assets | Impairment of Long-Lived Assets and Finite Lived Intangible Assets The Company reviews long -lived |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For its annual goodwill impairment test in all periods to date, the Company has determined it has one reporting unit and the fair value of its reporting unit has been determined by the Company’s enterprise value. The Company performs its annual goodwill impairment test during the fourth fiscal quarter. For its annual impairment test performed on October 1, 2023, the Company completed an assessment and determined that there was no impairment of goodwill. |
Warrant Liability | Warrant Liability The Company accounts for warrants by first assessing whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own shares of common stock and whether the warrant holders count potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the warrants and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that do not meet all the criteria for equity classification, such warrants are required to be as a liability initially at their fair value on the date of issuance, and subsequently remeasured to fair value on each balance sheet date thereafter. Changes in the estimated fair value of liability -classified The Company accounts for all its warrants as a liability as the warrants do not meet the criteria for equity classification. |
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 Any contingent consideration is measured at fair value at the acquisition date. Contingent consideration that does not meet all the criteria for equity classification is initially recorded at its fair value at the acquisition date, and subsequently remeasured to fair value on each balance sheet date thereafter. Changes in the estimated fair value of liability -classified 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. |
Asset acquisitions | Asset Acquisitions The Company accounts for asset acquisitions by allocating the consideration to the acquired assets and liabilities on a relative fair value basis. Working capital items are recognized at their stated amounts. The Company has elected an accounting policy to recognize any contingent consideration obligation in an asset acquisition when the contingency is resolved, and the consideration becomes payable. The contingent consideration will be included in the cost allocated to the acquired assets if and when the contingency is resolved. |
Accounting Standards Adopted | New Standards or Amendments Adopted The Company adopted the following new standards or amendments effective January 1, 2023: • -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, ASU 2019 -11 , Codification Improvements and 2020 -03 , Codification Improvements There was no impact on the financial statements as a result of the adoption of the above standards. |
New Standards or Amendments Not Yet Effective | New Standards or Amendments Not Yet Effective The following amendments to existing standards have been issued up to and including the date of issuance of these financial statements, however are not yet effective for the Company: Effective for years beginning after December 15, 2023: • -03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Effective for periods beginning after December 31, 2023) • -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (applicable to convertible instruments (Effective for periods beginning after December 31, 2023) • -07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures The Company is in the process of assessing the impact of the new accounting standards on its consolidated financial statements. Effective for years beginning after December 15, 2024: • -09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The Company is still evaluating the impact of implementing the above improvements to its consolidated financial statements. |
Prior Period Reclassifications | Prior Period Reclassifications Certain amounts in expenses and other income (expenses) in prior periods have been reclassified to conform with current period presentation. The reclassification has no impact on net loss, loss per share or total shareholders’ equity. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight -line Useful Lives Computer hardware 3 – 5 years Furniture and fixtures 3 – 5 years Leasehold improvements Lesser of useful life or term of lease |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Acquisitions [Abstract] | |
Schedule of Fair Value of the Assets Acquired and the Liabilities | 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 Software and technology 9,352,000 Accounts payable, accruals, and other liabilities (1,137,814 ) Deferred tax liability (1,230,526 ) Total net assets acquired $ 8,234,080 Goodwill $ 9,992,492 Fair Value Software and technology $ 9,000,740 Assembled workforce 366,188 Net working capital (14,808 ) Deferred tax liability (2,059,120 ) Total consideration $ 7,293,000 |
Schedule of Estimate of Fair Value | The 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) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contracts with Customers [Abstract] | |
Schedule of Revenues Disaggregated | The following table presents revenues disaggregated by type: For the year ended 2023 2022 Advertising $ 60,026,091 $ 31,139,398 Other services and cloud 20,937,360 8,244,886 Total revenues $ 80,963,451 $ 39,384,284 |
Cash, Cash Equivalents, and M_2
Cash, Cash Equivalents, and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash, Cash Equivalents, and Marketable Securities [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents as of December 31, 2023 and 2022 consist of the following: Contracted 2023 2022 Balance Balance Cash Demand $ 11,632,839 $ 3,519,674 Treasury bills and money market funds Demand 206,705,819 333,649,605 $ 218,338,658 $ 337,169,279 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | 2023 2022 Computer hardware $ 21,969,345 $ 8,866,157 Furniture and fixtures 121,077 100,921 Leasehold improvements 1,911,901 921,570 24,002,323 9,888,648 Accumulated depreciation (4,312,336 ) (1,044,416 ) Net carrying value $ 19,689,987 $ 8,844,232 |
Right-of-Use Assets and Lease_2
Right-of-Use Assets and Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 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. Cost 2023 Cost 2022 Accumulated Accumulated Right-of-use assets $ 3,833,184 $ 1,359,281 $ 1,926,936 $ 570,482 Net book value $ 2,473,903 $ 1,356,454 |
Schedule of Future Minimum Lease Payments | The following shows the future minimum lease payments for the remaining years under the lease arrangement as of December 31, 2023. 2024 $ 1,095,344 2025 984,848 2026 695,056 2027 43,719 2,818,967 Less: imputed interest* 212,386 2,606,581 Current portion $ 975,844 Long-term portion $ 1,630,737 * |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | 2023 Weighted- Gross Accumulated Net Intellectual property 4.74 $ 461,663 $ 101,023 $ 360,640 Domain name 12.42 500,448 86,019 414,429 Brand 7.83 1,284,000 280,369 1,003,631 Software and technology 4.68 20,894,389 1,618,906 19,275,483 Internal software development 4.18 2,004,684 116,854 1,887,830 Assembled workforce 1.75 366,188 45,773 320,415 $ 25,511,372 $ 2,248,944 $ 23,262,428 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 Software and technology 1,969,769 390,411 1,579,358 $ 3,877,360 $ 666,055 $ 3,211,305 |
Schedule of Estimated Future Amortization Expense | For intangible assets held as of December 31, 2023, future amortization expense is as follows: 2024 $ 5,127,906 2025 5,019,093 2026 4,717,638 2027 4,366,324 2028 3,422,223 Thereafter 609,244 $ 23,262,428 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in the carrying amount of goodwill: Balance, December 31, 2022 $ 662,899 Acquisitions 9,992,492 Balance, December 31, 2023 $ 10,655,391 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Income Tax Expense | The difference between the tax calculated on income before income tax according to the statutory tax rate and the amount of the income tax included in the income tax expense is reconciled as follows: 2023 2022 Loss before income taxes $ (119,712,165 ) $ (11,619,422 ) Statutory income tax rate 21 % 21 % Income tax recovery at statutory income tax rate (25,139,555 ) (2,440,079 ) Non-deductible expenses 420,174 245,566 Change in the fair value of warrant liability (943,421 ) (4,412,205 ) Difference in jurisdictional tax rates (4,891,708 ) (1,549,371 ) Tax restructuring — 693,725 Other 194,426 (165,724 ) Change in valuation allowance 27,068,381 7,412,660 $ (3,291,703 ) $ (215,428 ) 2023 2022 Deferred income tax assets: Loss carryforwards $ 45,792,765 $ 17,125,566 Tangible assets — 271,227 Share-based compensation 3,627,277 398,881 R&D and other cost pool carryforwards 2,229,569 — Other 129,636 161,452 Gross deferred income tax assets 51,779,247 17,957,126 Valuation allowance (45,273,417 ) (16,650,521 ) Total deferred income tax assets, net of valuation allowance 6,505,830 1,306,605 Deferred income tax liabilities: Tangible assets (3,208,381 ) — Intangible assets (3,297,449 ) (1,306,605 ) Total deferred income tax liabilities (6,505,830 ) (1,306,605 ) Net deferred income tax assets and liabilities $ — $ — |
Schedule of Canadian Non-Capital Loss Carry Forwards | The Canadian non -capital 2039 $ 85,753 2041 4,595,332 2042 21,012,477 2043 81,887,052 Indefinite 78,563,194 |
Qualifying Transaction (Tables)
Qualifying Transaction (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Qualifying Transaction [Abstract] | |
Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction | The number of shares of the Company’s common stock outstanding immediately following the consummation of the Qualifying Transaction was: Class A Class C Class D Total CFVI Public Shareholders 29,969,311 — — 29,969,311 Sponsor Related Parties and Other Holders of Founder’s Shares 10,075,000 — — 10,075,000 Rumble Shareholders 63,123,452 167,662,214 105,782,403 336,568,069 PIPE Investors 8,300,000 — — 8,300,000 Closing shares 111,467,763 167,662,214 105,782,403 384,912,380 |
Schedule of the Details Qualifying Transaction | Details of the Qualifying Transaction are summarized as follows: Fair value of shares issued by Rumble $ 353,039,304 Net assets acquired: Cash $ 300,797,018 Prepaid expenses 221,016 Accounts payable, accruals, and other liabilities (256,095 ) Warrant liability (29,625,500 ) FPA liability (8,362,419 ) 262,774,020 PIPE escrow proceeds 83,000,000 Sponsor FPA proceeds 15,000,000 Class D Common Stock proceeds 1,000,000 Shares repurchase of Class C Common Stock (11,000,000 ) $ 350,774,020 Excess fair value over net assets acquired – listing fee $ 2,265,284 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders’ Equity [Abstract] | |
Schedule of Common Stock Issued and Outstanding | The following shares of common stock are issued and outstanding at: 2023 2022 Number Amount Number Amount Class A Common Stock 114,926,700 741,410 111,467,763 $ 741,013 Class C Common Stock 165,353,621 16,535 167,662,214 16,766 Class D Common Stock 105,782,403 10,578 105,782,403 10,578 Balance 386,062,724 768,523 384,912,380 $ 768,357 |
Schedule of the Company Among Its Shareholders for the Purpose of Winding-Up of its Affairs Subject to the Rights of the Preferred Shares | The holders of shares of Class A Common Stock are entitled to one vote for each share of Class A Common Stock held at any meeting of shareholders of the Company. The holders of Class A Common Stock are entitled to receive dividends and other distributions declared or paid by the Company. The holders of Class A Common Stock are entitled to receive the remaining property of the Company upon liquidation, dissolution, or winding -up -up Number Balance December 31, 2022 111,467,763 Issuance of Class A Common Stock in connection with Callin acquisition 981,243 Issuance of Class A Common Stock upon vesting of stock awards, net share settlement on restricted stock units 195,832 Issuance of Class A Common Stock in exchange for Class C Common Shares 2,308,593 Holdback of Class A Common Stock for the repayment of domain name loan in connection with the acquisition of Locals Technology Inc. (26,731 ) Balance December 31, 2023 114,926,700 Number Balance December 31, 2021 — Issuance of Class A Common Stock in exchange for Legacy Rumble Class A and B common shares 48,970,404 Issuance of Class A Common Stock in exchange for Legacy Rumble warrants 14,153,048 Issuance of Class A and B Common Stock in connection with the Qualifying Transaction 10,875,000 Issuance of Class A Common Stock in exchange for CFVI Class B common shares 7,500,000 Issuance of Class A Common Stock in connection with public shares 29,969,311 Balance December 31, 2022 111,467,763 Number Balance December 31, 2022 167,662,214 Issuance of Class A Common Stock in exchange for Class C Common Shares (2,308,593 ) Balance December 31, 2023 165,353,621 Number Balance December 31, 2021 — Issuance of C Common Stock in exchange for Legacy Rumble Class A and B common shares 168,762,214 Repurchase of Class C Common Stock in the Key Individual Subscription Agreement (1,100,000 ) Balance December 31, 2022 167,662,214 Number Balance December 31, 2021 — Issuance of Class D Common Stock in the Key Individual Subscription Agreement 105,782,403 Balance December 31, 2022 and 2023 105,782,403 |
Share-Based Compensation Expe_2
Share-Based Compensation Expense (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Expense [Abstract] | |
Schedule of Share-Based Compensation Expenses | Share -based 2023 2022 Restricted stock units $ 8,463,373 $ 1,713,277 Stock options 5,193,301 220,126 Rights to contingent consideration 2,478,040 — $ 16,134,714 $ 1,933,403 |
Schedule of Unvested Restricted Stock Units (“RSUs”) Transactions | The following table reflects the continuity of unvested restricted stock units (“RSUs”) transactions: Number Weighted Outstanding, December 31, 2022 1,548,098 $ 11.62 Granted 646,433 8.51 Vested (551,522 ) 11.21 Forfeited (11,671 ) 9.01 Outstanding, December 31, 2023 1,631,338 $ 10.55 |
Schedule of Additional Information Related to RSUs Activity | The following table reflects additional information related to RSUs activity: 2023 2022 Grant date fair value of RSUs $ 22,916,836 $ 17,993,839 |
Schedule of Stock Option Transactions | The fair value of the options was determined using either a Black -Scholes -neutral -based 2023 2022 Share price $2.68 – $9.23 $9.44 – $11.13 Exercise price $4.63 – $10.36 $10.60 – $12.49 Risk-free interest rate 3.42% – 4.94% 3.72% Volatility 88% – 97% 95% Expected life 4 – 10 years 10 years Dividend rate 0.00% 0.00% |
Schedule of Stock Option Transactions | The following table reflects the continuity of stock option transactions: Service Conditions Number Weighted Weighted Outstanding, December 31, 2022 58,607,457 $ 0.22 Granted 6,446,585 5.70 Forfeited (49,203 ) 8.31 Outstanding, December 31, 2023 65,004,839 $ 0.50 15.31 Vested and exercisable, December 31, 2023 58,137,272 $ 0.10 15.31 Performance Conditions Number Weighted Weighted Outstanding, December 31, 2022 — $ — Granted 358,249 9.42 Forfeited — — Outstanding, December 31, 2023 358,249 $ 9.42 9.30 Vested and exercisable, December 31, 2023 — $ — 9.30 |
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 Fair value Allocated to consideration $ 15,578 Allocated to post-combination services 5,941,563 Total fair value of rights $ 5,957,141 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis | The following table summarizes the liabilities measured at fair value on a recurring basis: 2023 Level 1 Level 2 Level 3 Warrant Liability Marketable Securities Contingent Consideration December 31, 2022 $ 10,062,500 $ 1,100,000 $ — Recognized in the Callin acquisition — — 3,491,741 Change in fair value (2,365,895 ) 35,200 (1,922,381 ) December 31, 2023 $ 7,696,605 $ 1,135,200 $ 1,569,360 2022 Level 1 Level 2 Level 3 Warrant Liability Marketable Securities Contingent Consideration December 31, 2021 $ — $ — $ — Issued term deposits — 1,100,000 — Issued in the Qualifying Transaction 31,073,000 — — Change in fair value (21,010,500 ) — — December 31, 2022 $ 10,062,500 $ 1,100,000 $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information [Abstract] | |
Schedule of Revenue by Geographic Region | The following presents the revenue by geographic region: 2023 2022 United States $ 74,439,470 $ 37,412,270 Canada 1,042,983 502,221 Other 5,480,998 1,469,793 $ 80,963,451 $ 39,384,284 |
Schedule of Long-Lived Assets | The Company tracks assets by physical location. Long -lived 2023 2022 United States $ 19,334,231 $ 8,401,351 Canada 355,756 442,881 $ 19,689,987 $ 8,844,232 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Capitalized Contract Cost, Net | $ 4,172,570 | $ 507,392 | |
Amortization of Acquisition Costs | 6,994,890 | 225,415 | |
Accrued Advertising | $ 4,550,742 | 1,666,912 | |
Estimated useful lives | 5 years | ||
Probability Percent | 50% | ||
Tax benefit of percentage | 50% | ||
Date of maturity | 3 years | ||
Accounts Receivable, Sale | $ 1,344,654 | ||
Allowance for credit losses | |||
Investment Contracts [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Date of maturity | 12 years | 12 years | |
Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Estimated useful lives | 2 years | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Estimated useful lives | 15 years | ||
Marketable securities [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Date of maturity | 3 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment | Dec. 31, 2023 |
Public Utility, Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Lesser of useful life or term of lease |
Minimum [Member] | Computer hardware | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Minimum [Member] | Furniture and fixtures | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Maximum [Member] | Computer hardware | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Maximum [Member] | Furniture and fixtures | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Acquisitions (Details)
Acquisitions (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 CAD ($) shares | Oct. 03, 2023 USD ($) | Oct. 03, 2023 CAD ($) | May 15, 2023 | |
Acquisitions (Details) [Line Items] | |||||
Acquisition per share (in Dollars per share) | $ / shares | $ 9.99 | ||||
Contingently issuable shares (in Shares) | shares | 375,000 | 375,000 | |||
Number of share issued (in Shares) | shares | 349,523 | 349,523 | |||
Contingent consideration | $ 1,922,381 | ||||
Share consideration | 143,716 | ||||
Intangible assets | 1,594,000 | ||||
Deferred tax liabilities | 398,654 | ||||
Acquisition transaction costs | 835,035 | ||||
Revenues | |||||
Net loss | 1,269,185 | ||||
Outstanding equity | $ 7,293,000 | $ 10,000,000 | |||
Cash payments | 5,000,000 | $ 10,000,000 | |||
Acquisition amount | $ 0 | ||||
Callin [Member] | |||||
Acquisitions (Details) [Line Items] | |||||
Acquired percentage | 100% | ||||
Share issued (in Shares) | shares | 963,337 | 963,337 | |||
Acquisition of North River Project Inc [Member] | |||||
Acquisitions (Details) [Line Items] | |||||
Acquired percentage | 100% | 100% | |||
Class A Common Stock [Member] | |||||
Acquisitions (Details) [Line Items] | |||||
Consideration share (in Shares) | shares | 981,243 | 981,243 | |||
Issuance of stock | $ 375,000 |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of Fair Value of the Assets Acquired and the Liabilities - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | May 31, 2023 | Dec. 31, 2022 | |
Schedule of Fair Value of the Assets Acquired and the Liabilities [Abstract] | |||
Total consideration | $ 18,226,572 | $ 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 | 9,352,000 | ||
Accounts payable, accruals, and other liabilities | (1,137,814) | ||
Deferred tax liability | (1,230,526) | ||
Total net assets acquired | 8,234,080 | ||
Goodwill | 9,992,492 | ||
Software and technology | 9,000,740 | ||
Assembled workforce | 366,188 | ||
Net working capital | $ 7,249,085 | (14,808) | |
Deferred tax liability | (2,059,120) | ||
Total consideration | $ 7,293,000 |
Acquisitions (Details) - Sche_2
Acquisitions (Details) - Schedule of Estimate of Fair Value - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | May 31, 2023 | |
Schedule of Estimate of Fair Value [Abstract] | ||
Shares issued (in Shares) | 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 | $ 18,226,572 |
Acquisitions (Details) - Sche_3
Acquisitions (Details) - Schedule of Contingently Issuable Shares | 12 Months Ended |
Dec. 31, 2023 shares | |
Schedule of Contingently Issuable Shares [Abstract] | |
Contingent consideration | 903,689 |
Share-based compensation | 596,311 |
Total contingently issuable shares | 1,500,000 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contracts with Customers (Details) [Line Items] | |||
Revenue recognized | $ 21,741,274 | $ 15,391,170 | |
Deferred revenue balance | 7,003,891 | 30,014 | $ 30,014 |
Deferred revenue | 881,596 | 1,040,619 | |
Transferred over Time [Member] | |||
Revenue from Contracts with Customers (Details) [Line Items] | |||
Revenue recognized | $ 59,222,177 | $ 23,993,114 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details) - Schedule of Revenues Disaggregated - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Revenues Disaggregated [Abstract] | ||
Advertising | $ 60,026,091 | $ 31,139,398 |
Other services and cloud | 20,937,360 | 8,244,886 |
Total revenues | $ 80,963,451 | $ 39,384,284 |
Cash, Cash Equivalents, and M_3
Cash, Cash Equivalents, and Marketable Securities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Cash, Cash Equivalents, and Marketable Securities [Line Items] | ||
Term deposits | $ 1,135,200 | $ 1,100,000 |
Letter of Credit [Member] | ||
Cash, Cash Equivalents, and Marketable Securities [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 ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Cash and Cash Equivalents [Abstract] | ||
Cash,Contracted Maturity | Demand | |
Cash, Balance | $ 11,632,839 | $ 3,519,674 |
Treasury bills and money market funds,Contracted Maturity | Demand | |
Treasury bills and money market funds, Balance | $ 206,705,819 | 333,649,605 |
Cash, Cash Equivalents | $ 218,338,658 | $ 337,169,279 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property and Equipment [Abstract] | ||
Property and equipment | $ 3,267,920 | $ 987,014 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $ 24,002,323 | $ 9,888,648 |
Accumulated depreciation | (4,312,336) | (1,044,416) |
Net carrying value | 19,689,987 | 8,844,232 |
Computer Hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 21,969,345 | 8,866,157 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 121,077 | 100,921 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $ 1,911,901 | $ 921,570 |
Right-of-Use Assets and Lease_3
Right-of-Use Assets and Lease Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Right-of-Use Assets and Lease Liabilities [Abstract] | ||
Operating expenses | $ 848,849 | $ 564,842 |
Weighted-average incremental borrowing rate | 7.52% | 2.35% |
Weighted-average remaining lease term | 2 years 7 months 24 days | 3 years 3 months 3 days |
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 ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Right of Use Assets and Lease Liabilities [Abstract] | ||
Cost, Right-of-use assets | $ 3,833,184 | $ 1,926,936 |
Accumulated Depreciation, Right-of-use assets | 1,359,281 | 570,482 |
Accumulated Depreciation, Net book value | $ 2,473,903 | $ 1,356,454 |
Right-of-Use Assets and Lease_5
Right-of-Use Assets and Lease Liabilities (Details) - Schedule of Future Minimum Lease Payments | Dec. 31, 2023 USD ($) | |
Schedule of Future Minimum Lease Payments [Abstract] | ||
2024 | $ 1,095,344 | |
2025 | 984,848 | |
2026 | 695,056 | |
2027 | 43,719 | |
Total | 2,818,967 | |
Less: imputed interest | 212,386 | [1] |
Total right of use assets and lease liabilities | 2,606,581 | |
Current portion | 975,844 | |
Long-term portion | $ 1,630,737 | |
[1]Imputed interest represents the difference between undiscounted cash flows and cash flows |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets [Abstract] | ||
Amortization expense | $ 1,582,889 | $ 569,042 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Lives (in years) | 5 years | |
Gross Carrying Amount | $ 25,511,372 | $ 3,877,360 |
Accumulated Amortization | 2,248,944 | 666,055 |
Net Carrying Amount | $ 23,262,428 | 3,211,305 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Lives (in years) | 4 years 8 months 26 days | |
Gross Carrying Amount | $ 461,663 | 123,143 |
Accumulated Amortization | 101,023 | 71,019 |
Net Carrying Amount | $ 360,640 | 52,124 |
Domain name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Lives (in years) | 12 years 5 months 1 day | |
Gross Carrying Amount | $ 500,448 | 500,448 |
Accumulated Amortization | 86,019 | 52,656 |
Net Carrying Amount | $ 414,429 | 447,792 |
Brand [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Lives (in years) | 7 years 9 months 29 days | |
Gross Carrying Amount | $ 1,284,000 | 1,284,000 |
Accumulated Amortization | 280,369 | 151,969 |
Net Carrying Amount | $ 1,003,631 | 1,132,031 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Lives (in years) | 4 years 8 months 4 days | |
Gross Carrying Amount | $ 20,894,389 | 1,969,769 |
Accumulated Amortization | 1,618,906 | 390,411 |
Net Carrying Amount | $ 19,275,483 | $ 1,579,358 |
Internal-use software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Lives (in years) | 4 years 2 months 4 days | |
Gross Carrying Amount | $ 2,004,684 | |
Accumulated Amortization | 116,854 | |
Net Carrying Amount | $ 1,887,830 | |
Assembled Workforce [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Lives (in years) | 1 year 9 months | |
Gross Carrying Amount | $ 366,188 | |
Accumulated Amortization | 45,773 | |
Net Carrying Amount | $ 320,415 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Estimated Future Amortization Expense - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Estimated Future Amortization Expense Abstract | ||
2024 | $ 5,127,906 | |
2025 | 5,019,093 | |
2026 | 4,717,638 | |
2027 | 4,366,324 | |
2028 | 3,422,223 | |
Thereafter | 609,244 | |
Net | $ 23,262,428 | $ 3,211,305 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Abstract] | ||
Impairment of goodwill |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of Goodwill | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Fair Value of the Net Tangible and Intangible Assets [Abstract] | |
Balance, December 31, 2022 | $ 662,899 |
Acquisitions | 9,992,492 |
Balance, December 31, 2023 | $ 10,655,391 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes (Details) [Line Items] | ||
Federal statutory tax rate | 21% | 21% |
Income tax benefit | $ 3,291,703 | |
Net deferred tax assets | 45,273,417 | 16,650,521 |
Federal state loss carry forward | 78,563,194 | 47,341,455 |
Loss carryforwards | $ 107,580,614 | $ 25,468,713 |
Canadian federal [Member] | ||
Income Taxes (Details) [Line Items] | ||
Carry forwards expire | 20 years |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Tax Expense - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Income Tax Expense Abstract | ||
Loss before income taxes | $ (119,712,165) | $ (11,619,422) |
Statutory income tax rate | 21% | 21% |
Income tax recovery at statutory income tax rate | $ (25,139,555) | $ (2,440,079) |
Non-deductible expenses | 420,174 | 245,566 |
Change in the fair value of warrant liability | (943,421) | (4,412,205) |
Difference in jurisdictional tax rates | (4,891,708) | (1,549,371) |
Tax restructuring | 693,725 | |
Other | 194,426 | (165,724) |
Change in valuation allowance | 27,068,381 | 7,412,660 |
Total | (3,291,703) | (215,428) |
Deferred income tax assets: | ||
Loss carryforwards | 45,792,765 | 17,125,566 |
Tangible assets | 271,227 | |
Share-based compensation | 3,627,277 | 398,881 |
R&D and other cost pool carryforwards | 2,229,569 | |
Other | 129,636 | 161,452 |
Gross deferred income tax assets | 51,779,247 | 17,957,126 |
Valuation allowance | (45,273,417) | (16,650,521) |
Total deferred income tax assets, net of valuation allowance | 6,505,830 | 1,306,605 |
Deferred income tax liabilities: | ||
Tangible assets | (3,208,381) | |
Intangible assets | (3,297,449) | (1,306,605) |
Total deferred income tax liabilities | (6,505,830) | (1,306,605) |
Net deferred income tax assets and liabilities |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Canadian Non-Capital Loss Carry Forwards | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
2039 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount of non capital loss | $ 85,753 |
2041 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount of non capital loss | 4,595,332 |
2042 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount of non capital loss | 21,012,477 |
2043 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount of non capital loss | 81,887,052 |
Indefinite [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount of non capital loss | $ 78,563,194 |
Other Liability (Details)
Other Liability (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liability [Abstract] | ||
Other liability | $ 500,000 | $ 500,000 |
Qualifying Transaction (Details
Qualifying Transaction (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 16, 2022 | |
Qualifying Transaction [Line Items] | |||
Company price per share (in Dollars per share) | $ 10 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Common stock par value | $ 16,876 | ||
Arrangement consideration | $ 3,186,384,663 | ||
Company exchange ratio | 1% | ||
Arrangement consideration value | $ 2,136,384,663 | ||
Cash and cash equivalents balance | 2,100,000,000 | ||
Purchase price | $ 1,000,000 | ||
Company carrying value votes per share (in Dollars per share) | $ 11.2663 | ||
Voting power percentage | 85% | ||
Share issued (in Shares) | 6,055,409 | ||
Gross proceeds | $ 399,807,596 | ||
Share issuance costs | $ 40,478 | $ 54,091,750 | |
Insurance Contracts Acquired in Business Combination [Member] | |||
Qualifying Transaction [Line Items] | |||
Company price per share (in Dollars per share) | $ 10 | ||
Maximum [Member] | |||
Qualifying Transaction [Line Items] | |||
Company exchange ratio | 24.5713% | ||
Minimum [Member] | |||
Qualifying Transaction [Line Items] | |||
Company exchange ratio | 1% | ||
Additional Paid-in Capital [Member] | |||
Qualifying Transaction [Line Items] | |||
Share issuance costs | $ 54,091,750 | ||
Class C [Member] | |||
Qualifying Transaction [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Company share issued (in Shares) | 165,353,621 | 167,662,214 | |
Class C [Member] | Maximum [Member] | |||
Qualifying Transaction [Line Items] | |||
Company exchange ratio | 24.5713% | ||
Class C [Member] | Minimum [Member] | |||
Qualifying Transaction [Line Items] | |||
Company exchange ratio | 1% | ||
Class C [Member] | Common Stock [Member] | |||
Qualifying Transaction [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Issuance of share (in Shares) | 168,762,214 | ||
Class A [Member] | |||
Qualifying Transaction [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Issuance of share (in Shares) | 31,655,077 | ||
Cash and cash equivalents balance | $ 3,150,000,000 | ||
Share issued (in Shares) | 1,875,000 | ||
Forward purchase contract | $ 188 | ||
Company share issued (in Shares) | 114,926,700 | 111,467,763 | |
Aggregate proceeds value | $ 83,000,000 | ||
Class A [Member] | Common Stock [Member] | |||
Qualifying Transaction [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Issuance of share (in Shares) | 48,970,404 | ||
Common stock par value | $ 4,897 | ||
Common stock company par value | $ 731,281 | ||
Company share issued (in Shares) | 48,970,404 | ||
Class A [Member] | Legacy Rumble [Member] | |||
Qualifying Transaction [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Class A [Member] | Legacy Rumble [Member] | Common Stock [Member] | |||
Qualifying Transaction [Line Items] | |||
Issuance of share (in Shares) | 14,153,048 | ||
Class A [Member] | Private Investment in Public Equity [Member] | |||
Qualifying Transaction [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Company share issued (in Shares) | 8,300,000 | ||
Number of Common Stock Class D [Member] | |||
Qualifying Transaction [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 |
Qualifying Transaction (Detai_2
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction - Common Stock [Member] | Dec. 31, 2023 shares |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | 384,912,380 |
CFVI Public Shareholders [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | 29,969,311 |
Sponsor Related Parties and Other Holders of Founder’s Shares [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | 10,075,000 |
Rumble Shareholders [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | 336,568,069 |
PIPE Investors [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | 8,300,000 |
Class A [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | 111,467,763 |
Class A [Member] | CFVI Public Shareholders [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | 29,969,311 |
Class A [Member] | Sponsor Related Parties and Other Holders of Founder’s Shares [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | 10,075,000 |
Class A [Member] | Rumble Shareholders [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | 63,123,452 |
Class A [Member] | PIPE Investors [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | 8,300,000 |
Class C [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | 167,662,214 |
Class C [Member] | CFVI Public Shareholders [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | |
Class C [Member] | Sponsor Related Parties and Other Holders of Founder’s Shares [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | |
Class C [Member] | Rumble Shareholders [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | 167,662,214 |
Class C [Member] | PIPE Investors [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | |
Class D [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | 105,782,403 |
Class D [Member] | CFVI Public Shareholders [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | |
Class D [Member] | Sponsor Related Parties and Other Holders of Founder’s Shares [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | |
Class D [Member] | Rumble Shareholders [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares | 105,782,403 |
Class D [Member] | PIPE Investors [Member] | |
Qualifying Transaction (Details) - Schedule of Number of Shares of the Company’s Common Stock Outstanding Immediately Following the Consummation of the Qualifying Transaction [Line Items] | |
Closing shares |
Qualifying Transaction (Detai_3
Qualifying Transaction (Details) - Schedule of the Details Qualifying Transaction | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of the Details Qualifying Transaction [Abstract] | |
Fair value of shares issued by Rumble | $ 353,039,304 |
Net assets acquired: | |
Cash | 300,797,018 |
Prepaid expenses | 221,016 |
Accounts payable, accruals, and other liabilities | (256,095) |
Warrant liability | (29,625,500) |
FPA liability | (8,362,419) |
Total | 262,774,020 |
PIPE escrow proceeds | 83,000,000 |
Sponsor FPA proceeds | 15,000,000 |
Class D Common Stock proceeds | 1,000,000 |
Shares repurchase of Class C Common Stock | (11,000,000) |
Total | 350,774,020 |
Excess fair value over net assets acquired – listing fee | $ 2,265,284 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 16, 2022 | |
Shareholders’ Equity (Details) [Line Items] | |||
Common stock par value (in Dollars per share) | $ 0.0001 | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Additional shares | 1,973,750 | ||
Target percentage | 100% | ||
Warrant held | 14,153,048 | ||
Company exchange ratio | 1% | ||
Purchase price (in Dollars) | $ 11,000,000 | ||
Votes value (in Dollars per share) | $ 11.2663 | ||
Mr. Pavlovski [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Purchase price (in Dollars) | $ 1,000,000 | ||
Minimum [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Company exchange ratio | 1% | ||
Maximum [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Company exchange ratio | 24.5713% | ||
Common Stock [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Shares authorized | 1,000,000,000 | ||
Class A [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Shares authorized | 700,000,000 | 700,000,000 | 700,000 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Additional shares | 105,000,000 | ||
Share held (in Dollars) | $ 76,412,604 | ||
Target percentage | 50% | ||
Common stock shares issued | 114,926,700 | 111,467,763 | |
Class A [Member] | Sponsor [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 the holders. | ||
Class A [Member] | CFVI [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Common stock shares issued | 1,875,000 | ||
Class A [Member] | Minimum [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Closing price (in Dollars per share) | $ 15 | ||
Class A [Member] | Maximum [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Closing price (in Dollars per share) | $ 17.5 | ||
Class A [Member] | Private Investment in Public Equity [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Common stock shares issued | 8,300,000 | ||
Class C [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Shares authorized | 170,000,000 | 170,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | ||
Common stock shares issued | 165,353,621 | 167,662,214 | |
Company repurchased shares | 1,100,000 | ||
Purchase price (in Dollars) | $ 11,000,000 | ||
Class C [Member] | Mr. Pavlovski [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Common stock par value (in Dollars per share) | $ 0.0001 | ||
Class C [Member] | Minimum [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Company exchange ratio | 1% | ||
Class C [Member] | Maximum [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Company exchange ratio | 24.5713% | ||
Class D Common Stock [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Shares authorized | 110,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | ||
Purchase price (in Dollars) | $ 11,000,000 | ||
Votes value (in Dollars per share) | $ 11.2663 | ||
Class D Common Stock [Member] | Mr. Pavlovski [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Common stock shares issued | 105,782,403 | ||
Purchase price (in Dollars) | $ 1,000,000 | ||
Common Stock [Member] | Class A [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Shares authorized | 700,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | ||
Common stock shares issued | 28,587,396 | ||
Common stock shares issued | 48,970,404 | ||
Common stock were exchanged | 7,500,000 | 7,500,000 | |
Issuance of class A common stock in connection with public shares | 29,969,311 | 29,969,311 | |
Common Stock [Member] | Class C [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Shares authorized | 170,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | ||
Issuance of class C common stock (in Dollars) | $ 168,762,214 | ||
Company repurchased shares | 1,100,000 | ||
Common Stock [Member] | Class D Common Stock [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Shares authorized | 110,000,000 | ||
Preferred Stock [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Shares authorized | 20,000,000 | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - Schedule of Common Stock Issued and Outstanding - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Shareholders’ Equity (Details) - Schedule of Common Stock Issued and Outstanding [Line Items] | ||
Number of common shares | 386,062,724 | 384,912,380 |
Amount of common shares | $ 768,523 | $ 768,357 |
Class A Common Stock [Member] | ||
Shareholders’ Equity (Details) - Schedule of Common Stock Issued and Outstanding [Line Items] | ||
Number of common shares | 114,926,700 | 111,467,763 |
Amount of common shares | $ 741,410 | $ 741,013 |
Class C Common Stock [Member] | ||
Shareholders’ Equity (Details) - Schedule of Common Stock Issued and Outstanding [Line Items] | ||
Number of common shares | 165,353,621 | 167,662,214 |
Amount of common shares | $ 16,535 | $ 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 |
Shareholders_ Equity (Details_2
Shareholders’ Equity (Details) - Schedule of the Company Among Its Shareholders for the Purpose of Winding-Up of its Affairs Subject to the Rights of the Preferred Shares - Common Stock [Member] - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A [Member] | ||
Shareholders’ Equity (Details) - Schedule of the Company Among Its Shareholders for the Purpose of Winding-Up of its Affairs Subject to the Rights of the Preferred Shares [Line Items] | ||
Balance (in Shares) | 111,467,763 | |
Common Stock in exchange for Legacy Rumble Class A and B common shares | 48,970,404 | |
Issuance of Class A Common Stock in exchange for Legacy Rumble warrants | 14,153,048 | |
Issuance of Class A and B Common Stock in connection with the Qualifying Transaction | 10,875,000 | |
Issuance of Class A Common Stock in exchange for CFVI Class B common shares | 7,500,000 | 7,500,000 |
Issuance of Class A Common Stock in connection with public shares | 29,969,311 | 29,969,311 |
Issuance of Class A Common Stock in connection with Callin acquisition | 981,243 | |
Issuance of Class A Common Stock upon vesting of stock awards, net share settlement on restricted stock units | 195,832 | |
Issuance of Class A Common Stock in exchange for Class C Common Shares | 2,308,593 | |
Holdback of Class A Common Stock for the repayment of domain name loan in connection with the acquisition of Locals Technology Inc. | (26,731) | |
Balance (in Shares) | 114,926,700 | 111,467,763 |
Class C [Member] | ||
Shareholders’ Equity (Details) - Schedule of the Company Among Its Shareholders for the Purpose of Winding-Up of its Affairs Subject to the Rights of the Preferred Shares [Line Items] | ||
Balance (in Shares) | 167,662,214 | |
Common Stock in exchange for Legacy Rumble Class A and B common shares | 168,762,214 | |
Repurchase of Class C Common Stock in the Key Individual Subscription Agreement | (1,100,000) | |
Issuance of Class A Common Stock in exchange for Class C Common Shares | (2,308,593) | |
Balance (in Shares) | 165,353,621 | 167,662,214 |
Class D [Member] | ||
Shareholders’ Equity (Details) - Schedule of the Company Among Its Shareholders for the Purpose of Winding-Up of its Affairs Subject to the Rights of the Preferred Shares [Line Items] | ||
Balance (in Shares) | ||
Issuance of Class D Common Stock in the Key Individual Subscription Agreement | 105,782,403 | |
Balance (in Shares) | 105,782,403 |
Share-Based Compensation Expe_3
Share-Based Compensation Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 16, 2022 | |
Share-Based Compensation Expense (Details) [Line Items] | |||
Aggregate intrinsic value | $ 255,088,661 | ||
Aggregate intrinsic value of vested and exercisable | 254,992,826 | ||
Total unrecognized compensation cost | $ 24,586,179 | ||
Target percentage | 100% | ||
Fair value of the outstanding option (in Dollars per share) | $ 1.11 | ||
Deferred Compensation Arrangement with Individual, Compensation Expense | $ 2,478,040 | ||
Recognized share-based compensation expense | 3,627,277 | $ 398,881 | |
Total unrecognized compensation | $ 2,169,365 | ||
Weighted-average | 1 year 2 months 12 days | ||
Weighted-average period | 1 year 8 months 19 days | ||
Share-Based Compensation [Member] | |||
Share-Based Compensation Expense (Details) [Line Items] | |||
Recognized share-based compensation expense | |||
Rights to Contingent Consideration [Member] | |||
Share-Based Compensation Expense (Details) [Line Items] | |||
Total unrecognized compensation | $ 1,240,239 | ||
Weighted-average period | 1 year 3 months 29 days | ||
RSU [Member] | |||
Share-Based Compensation Expense (Details) [Line Items] | |||
Unrecognized compensation cost | $ 12,613,413 | ||
Weighted-average | 1 year 7 months 17 days | ||
Equity Option [Member] | |||
Share-Based Compensation Expense (Details) [Line Items] | |||
Total unrecognized compensation cost | $ 3,000,000 | ||
Target percentage | 100% | ||
Fair value of the outstanding option (in Dollars per share) | $ 8.37 | ||
Class A Common Stock [Member] | |||
Share-Based Compensation Expense (Details) [Line Items] | |||
Aggregate shares (in Shares) | 31,655,077 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in Shares) | 2,592,616 | ||
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 | ||
Class A Common Stock [Member] | Equity Option [Member] | |||
Share-Based Compensation Expense (Details) [Line Items] | |||
Aggregate shares (in Shares) | 58,165,382 | ||
Target percentage | 50% | ||
Common Stock [Member] | |||
Share-Based Compensation Expense (Details) [Line Items] | |||
Company share issued (in Shares) | 27,121,733 |
Share-Based Compensation Expe_4
Share-Based Compensation Expense (Details) - Schedule of Share-Based Compensation Expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Share Based Compensation Expenses [Abstract] | ||
Restricted stock units | $ 8,463,373 | $ 1,713,277 |
Stock options | 5,193,301 | 220,126 |
Rights to contingent consideration | 2,478,040 | |
Total share-based compensation expense | $ 16,134,714 | $ 1,933,403 |
Share-Based Compensation Expe_5
Share-Based Compensation Expense (Details) - Schedule of Unvested Restricted Stock Units (“RSUs”) Transactions - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Expense (Details) - Schedule of Unvested Restricted Stock Units (“RSUs”) Transactions [Line Items] | |
Number, Outstanding beginning | shares | 1,548,098 |
Weighted Average Grant Date Fair Value, Outstanding beginning | $ / shares | $ 11.62 |
Number, Outstanding ending | shares | 1,631,338 |
Weighted Average Grant Date Fair Value, Outstanding ending | $ / shares | $ 10.55 |
Number, Granted | shares | 646,433 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 8.51 |
Number, Vested | shares | (551,522) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 11.21 |
Number, Forfeited | shares | (11,671) |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 9.01 |
Share-Based Compensation Expe_6
Share-Based Compensation Expense (Details) - Schedule of Additional Information Related to RSUs Activity - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Expense (Details) - Schedule of Additional Information Related to RSUs Activity [Line Items] | ||
Grant date fair value of RSUs | $ 22,916,836 | $ 17,993,839 |
Share-Based Compensation Expe_7
Share-Based Compensation Expense (Details) - Schedule of Weighted Average Fair Value of the Outstanding Options - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Expense (Details) - Schedule of Weighted Average Fair Value of the Outstanding Options [Line Items] | ||
Risk-free interest rate | 3.72% | |
Volatility | 95% | |
Expected life | 10 years | |
Dividend rate | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Expense (Details) - Schedule of Weighted Average Fair Value of the Outstanding Options [Line Items] | ||
Share price | $ 2.68 | $ 9.44 |
Exercise price | $ 4.63 | 10.6 |
Risk-free interest rate | 3.42% | |
Volatility | 88% | |
Expected life | 4 years | |
Maximum [Member] | ||
Share-Based Compensation Expense (Details) - Schedule of Weighted Average Fair Value of the Outstanding Options [Line Items] | ||
Share price | $ 9.23 | 11.13 |
Exercise price | $ 10.36 | $ 12.49 |
Risk-free interest rate | 4.94% | |
Volatility | 97% | |
Expected life | 10 years |
Share-Based Compensation Expe_8
Share-Based Compensation Expense (Details) - Schedule of Stock Option Transactions | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Service Conditions [Member] | |
Share-Based Compensation Expense (Details) - Schedule of Stock Option Transactions [Line Items] | |
Number, Outstanding, beginning | shares | 58,607,457 |
Weighted Average Exercise Price, Outstanding, beginning | $ / shares | $ 0.22 |
Number, Granted | shares | 6,446,585 |
Weighted Average Exercise Price, Granted | $ / shares | $ 5.7 |
Weighted Average Remaining Contractual Term (in years), Granted | |
Number, Forfeited | shares | (49,203) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 8.31 |
Weighted Average Remaining Contractual Term (in years), Forfeited | |
Number, Outstanding ending | shares | 65,004,839 |
Weighted Average Exercise Price, Outstanding, ending | $ / shares | $ 0.5 |
Weighted Average Remaining Contractual Term (in years), Outstanding, ending | 15 years 3 months 21 days |
Number, Vested and exercisable | shares | 58,137,272 |
Weighted Average Exercise Price, Vested and exercisable | $ / shares | $ 0.1 |
Weighted Average Remaining Contractual Term (in years), Vested and exercisable | 15 years 3 months 21 days |
Performance Conditions [Member] | |
Share-Based Compensation Expense (Details) - Schedule of Stock Option Transactions [Line Items] | |
Number, Outstanding, beginning | shares | |
Weighted Average Exercise Price, Outstanding, beginning | $ / shares | |
Weighted Average Remaining Contractual Term (in years), Outstanding, beginning | |
Number, Granted | shares | 358,249 |
Weighted Average Exercise Price, Granted | $ / shares | $ 9.42 |
Weighted Average Remaining Contractual Term (in years), Granted | |
Number, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Remaining Contractual Term (in years), Forfeited | |
Number, Outstanding ending | shares | 358,249 |
Weighted Average Exercise Price, Outstanding, ending | $ / shares | $ 9.42 |
Weighted Average Remaining Contractual Term (in years), Outstanding, ending | 9 years 3 months 18 days |
Number, Vested and exercisable | shares | |
Weighted Average Exercise Price, Vested and exercisable | $ / shares | |
Weighted Average Remaining Contractual Term (in years), Vested and exercisable | 9 years 3 months 18 days |
Share-Based Compensation Expe_9
Share-Based Compensation Expense (Details) - Schedule of Fair Value of New Award on the Acquisition Date and the Amount Allocated to Consideration | 12 Months Ended |
Dec. 31, 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 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Commitments and Contingencies [Abstract] | |
Commitments amount | $ 113 |
Damages alleged amount | $ 419 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Measurements [Abstract] | ||
Number of warrants outstanding | 8,050,000 | 8,050,000 |
Weighted-average exercise price | $ 11.5 | $ 11.5 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on a Recurring Basis - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrant Liability [Member] | Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | ||
Balance as of Beginning | $ 10,062,500 | |
Issued term deposits | ||
Issued in the Qualifying Transaction | 31,073,000 | |
Recognized in the Callin acquisition | ||
Change in fair value | (2,365,895) | (21,010,500) |
Balance as of Ending | 7,696,605 | 10,062,500 |
Marketable Securities [Member] | Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | ||
Balance as of Beginning | 1,100,000 | |
Issued term deposits | 1,100,000 | |
Issued in the Qualifying Transaction | ||
Recognized in the Callin acquisition | ||
Change in fair value | 35,200 | |
Balance as of Ending | 1,135,200 | 1,100,000 |
Contingent Consideration [Member] | Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | ||
Balance as of Beginning | ||
Issued term deposits | ||
Issued in the Qualifying Transaction | ||
Recognized in the Callin acquisition | 3,491,741 | |
Change in fair value | (1,922,381) | |
Balance as of Ending | $ 1,569,360 |
Credit and Concentration Risks
Credit and Concentration Risks (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Credit and Concentration Risks (Details) [Line Items] | ||
Credit risk amount (in Dollars) | $ 36,973,000 | $ 17,686,000 |
Customer Concentration Risk [Member] | One Customer [Member] | Revenue Benchmark [Member] | ||
Credit and Concentration Risks (Details) [Line Items] | ||
Concentration risk, percentage | 46% | |
Customer Concentration Risk [Member] | One Customer [Member] | Accounts Receivable [Member] | ||
Credit and Concentration Risks (Details) [Line Items] | ||
Concentration risk, percentage | 35% | |
Customer Concentration Risk [Member] | Two Customer [Member] | Revenue Benchmark [Member] | ||
Credit and Concentration Risks (Details) [Line Items] | ||
Concentration risk, percentage | 45% | |
Customer Concentration Risk [Member] | Two Customer [Member] | Accounts Receivable [Member] | ||
Credit and Concentration Risks (Details) [Line Items] | ||
Concentration risk, percentage | 66% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Oct. 25, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | |||
Related parties amount | $ 13,008,425 | $ 7,060,916 | |
Share-based compensation | 8,046,363 | 1,569,754 | |
Incurred related party expenses | $ 2,849,600 | $ 1,692,960 | |
Related parties carrying amount | $ 390,000 | ||
Interest rate, percentage | 0.19% | ||
Class A Common Stock [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Surrender of shares (in Shares) | 26,731 |
Segment Information (Details)
Segment Information (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information [Abstract] | |
Number of operating segment | 1 |
Segment Information (Details) -
Segment Information (Details) - Schedule of Revenue by Geographic Region - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Information (Details) - Schedule of Revenue by Geographic Region [Line Items] | ||
Revenue | $ 80,963,451 | $ 39,384,284 |
United States [Member] | ||
Segment Information (Details) - Schedule of Revenue by Geographic Region [Line Items] | ||
Revenue | 74,439,470 | 37,412,270 |
Canada [Member] | ||
Segment Information (Details) - Schedule of Revenue by Geographic Region [Line Items] | ||
Revenue | 1,042,983 | 502,221 |
Other [Member] | ||
Segment Information (Details) - Schedule of Revenue by Geographic Region [Line Items] | ||
Revenue | $ 5,480,998 | $ 1,469,793 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of Long-Lived Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets, net | $ 19,689,987 | $ 8,844,232 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets, net | 19,334,231 | 8,401,351 |
Canada [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets, net | $ 355,756 | $ 442,881 |