United States securities and exchange commission logo
July 29, 2022
Howard W. Lutnick
Chief Executive Officer
CF Acquisition Corp. VI
110 East 59th Street
New York, NY 10022
Re: CF Acquisition
Corp. VI
Amendment No. 3 to
Registration Statement on Form S-4
Filed July 15, 2022
File No. 333-262725
Dear Mr. Lutnick:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
8, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed on July 15,
2022
Summary of the Proxy Statement/Prospectus, page 26
1. Highlight the unique
nature of the combined company's proposed share structure and the
associated risks. For
example, disclose that because the number of votes per share of
Class D common stock
will not be determined until after the shareholder vote,
shareholders will not
be able to assess certain aspects of the ownership structure.
Additionally, disclose
how the number of shareholder redemptions will impact the votes
per share of the Class
D common stock and could affect the CEO's future ability to receive
an increased economic
benefit from selling his Class A and C shares while
maintaining control of
the Company through the super-voting Class D shares.
Howard W. Lutnick
FirstName LastNameHoward W. Lutnick
CF Acquisition Corp. VI
Comapany
July NameCF Acquisition Corp. VI
29, 2022
July 29,
Page 2 2022 Page 2
FirstName LastName
Certain Forecasted Information for Rumble, page 141
2. We note your response to prior comment 6. You disclose that the Future
Illustrative
Valuation Analysis was prepared using the information regarding Rumble
s advertising
revenue potential provided to CF VI by Rumble and made available to
the CF VI Board
which represented "a range at the lower end of the potential
advertising revenue estimates
provided by Rumble." The assumption for Rumble's U.S. Monthly ARPU is
disclosed
as between 38 and 76 percent of the leading streaming platform's
estimated U.S. Monthly
ARPU. Please clarify how you determined this range was at the "lower
end" of the
potential revenue estimates. Disclose any separate "potential
advertising revenue
estimates provided by Rumble" that were relied upon by the Board or
CF&Co. or advise.
We also note your disclosure that the estimates provided by Rumble
included certain
discounts, based on the revised footnote. To help investors understand
the impact of the
discounts, include the actual U.S. MAUs and Monthly ARPU estimates
provided or
advise.
3. We note your response to prior comment 7. Advise if there were any
general
macroeconomic assumptions used to produce the analyses, further to our
prior comment
asking about the reference to "assumptions concerning general business
and economic
conditions" on page 143. Include any specific assumptions in your
disclosure.
General
4. We note your response to prior comment 9. We further note your
disclosure on page 201
highlighting Rumble's "consistent and user-friendly moderation policy"
as part of its
competitive differentiation. Given the disclosure about the existing
content moderation
policies, revise your disclosure about Rumble's Terms of Service on
page 205 to describe
the proposed changes and the removal and appeals process. Revise your
risk factor
disclosure on page 60 to clarify whether Rumble currently has a
formalized removal and
appeals process and discuss the potential impact of any new processes.
Additionally,
discuss the specific risks to Rumble's business if the proposed
changes are not viewed
favorably by creators or users.
5. We note your response to prior comment 18 and revised disclosure on
page 81. Please
revise your risk factor to address Mr. Pavlovski's control (as
defined in the applicable
CFIUS regulations) over the post-business combination entity.
Howard W. Lutnick
FirstName LastNameHoward W. Lutnick
CF Acquisition Corp. VI
Comapany
July NameCF Acquisition Corp. VI
29, 2022
July 29,
Page 3 2022 Page 3
FirstName LastName
You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3572 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Patrick Faller, Staff
Attorney, at (202) 551-4438 or Joshua Shainess, Legal Branch Chief, at (202)
551-7951 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Javad Husain