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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Rumble Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
78137L105 (CUSIP Number) |
Wojciech Hlibowicki c/o Rumble Inc, 444 Gulf of Mexico Dr Longboat Key, FL, 34228 9412100196 Russell L. Leaf 444 Gulf of Mexico Dr, Longboat Key, FL, 34228 2127288000 Sean M. Ewen 444 Gulf of Mexico Dr, Longboat Key, FL, 34228 2127288000 Willkie Farr & Gallagher LLP 444 Gulf of Mexico Dr, Longboat Key, FL, 34228 2127288000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 78137L105 |
| 1 |
Name of reporting person
Wojciech Hlibowicki | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,271,833.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
2.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
With respect to Boxes 7, 9 and 11: Includes (i) 1,522,031 shares of Class A Common Stock (as defined below) of the Issuer (as defined below) issuable upon the exchange of exchangeable shares in 1000045728 Ontario Inc., a corporation formed under the laws of the Province of Ontario, Canada, and an indirect, wholly owned subsidiary of the Issuer (ExchangeCo, and such shares, the ExchangeCo Shares), all of which have been placed in escrow pursuant to the terms of the Business Combination Agreement, dated December 1, 2021 (the Business Combination Agreement), by and between CF Acquisition Corp. VI (n/k/a Rumble Inc.) (CF VI) and Rumble Inc. (n/k/a Rumble Canada Inc.) (Rumble Canada), and are subject to vesting conditions and forfeiture pursuant to the terms of the Business Combination Agreement and (ii) 6,745,208 shares of Class A Common Stock issuable upon the exercise of options, of which 3,538,343 shares of Class A Common Stock issuable upon the exercise of such options are subject to vesting conditions and forfeiture pursuant to the terms of the Business Combination Agreement. Excludes 1,522,031 shares of Class C Common Stock, par value $0.0001 per share, of the Issuer (the Class C Common Stock), which are issued in tandem with each ExchangeCo Share, with each such share of Class C Common Stock intended to give the holder thereof the same voting rights as one share of Class A Common Stock, but are otherwise non-economic. Excludes 43,955 shares of Class A Common Stock issuable upon the settlement of RSUs that vest more than 60 days after February 7, 2025 and 188,912 shares of Class A Common Stock issuable upon the exercise of options that vest more than 60 days after February 7, 2025.
With respect to Box 13: Percentage based on 338,236,492 shares of Class A Common Stock issued and outstanding (inclusive of all shares of Class A Common Stock issuable upon exchange of the ExchangeCo Shares and which also includes shares of Class A Common Stock and ExchangeCo Shares held in escrow pursuant to the terms of the Business Combination Agreement) as of February 11, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Rumble Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
444 Gulf of Mexico Dr, Longboat Key,
FLORIDA
, 34228. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") is filed in relation to the shares of the Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of Rumble Inc., a Delaware corporation (the "Issuer"), and amends the Schedule 13D filed by the Reporting Person on September 26, 2022 (the "Original 13D" and, together with Amendment No. 1 thereto filed on December 20, 2023, Amendment No. 2 thereto filed on December 26, 2024, and this Amendment No. 3, the "Schedule 13D"). The principal executive offices of the Issuer are located at 444 Gulf of Mexico Drive, Longboat Key, Florida 34228. Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed by Wojciech Hlibowicki (the "Reporting Person"). | |
| (b) | The principal business address of the Reporting Person is c/o Rumble Inc., 444 Gulf of Mexico Drive, Longboat Key, Florida 34228. | |
| (c) | The Reporting Person's principal occupation or employment is Chief Technology Officer of the Issuer. The name, principal business and address of the corporation or other organization in which such employment is conducted is Rumble Canada Inc., an indirect, wholly owned subsidiary of the Issuer, 218 Adelaide Street West, Suite 400, Toronto, Ontario, M5H 1W7, Canada. | |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of Canada. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is amended and supplemented to incorporate the information included in Item 4 by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented to include the following:
The Reporting Person (a) (i) exchanged (on a 1-for-1 basis) 3,096,802 ExchangeCo Shares for shares of Class A Common Stock and (ii) exercised options for 3,817,165 shares of Class A Common Stock and (b) immediately sold such shares of Class A Common Stock at a price of $7.50 per share to the Issuer in the Issuer' s self-tender offer that closed on February 7, 2025. In connection with the exchange of 3,096,802 ExchangeCo Shares, an equivalent number of voting, non-economic shares of Class C Common Stock held by the Reporting Person were cancelled by the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person beneficially owns 8,271,833 shares of Class A Common Stock (as determined and described in note 1 above), which represent 2.4% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described in note 2 above). | |
| (b) | The Reporting Person has sole power to vote and sole power to dispose of 8,271,833 shares of Class A Common Stock. | |
| (c) | No transactions in the Issuer's capital stock were effected during the past 60 days by the Reporting Person except as set forth in Item 3 above and Item 6 below. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
See Item 4. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Not applicable. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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