United States securities and exchange commission logo
November 1, 2022
Christopher Pavlovski
Chief Executive Officer
Rumble Inc.
444 Gulf of Mexico Dr
Longboat Key, FL 34228
Re: Rumble Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 19,
2022
File No. 333-267936
Dear Christopher Pavlovski:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Amendment No. 1 to Registration Statement on Form S-1 filed October 19,
2022
Cover Page
1. For each of the
securities being registered for resale, disclose the price that the selling
securityholders paid
for such securities.
2. Disclose the exercise
price(s) of the warrants compared to the market price of the
underlying securities.
Based on the market price of your Class A Common Stock on
October 18, 2022, your
warrants appear to be out of the money. If the warrants are out the
money, please disclose
the likelihood that warrant holders will not exercise their warrants.
Provide similar
disclosure in the prospectus summary, risk factors, MD&A and use of
proceeds section and
disclose that cash proceeds associated with the exercises of the
warrants are dependent
on the stock price. As applicable, describe the impact on your
liquidity and update
the discussion on the ability of your company to fund your operations
Christopher Pavlovski
FirstName
Rumble Inc.LastNameChristopher Pavlovski
Comapany 1,
November NameRumble
2022 Inc.
November
Page 2 1, 2022 Page 2
FirstName LastName
on a prospective basis with your current cash on hand.
Risk Factors, page 8
3. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase
price of the securities
being registered for resale and the percentage that these shares
currently represent of the
total number of shares outstanding. Also disclose that even though the
current trading
price is below the SPAC IPO price, the private investors have an
incentive to sell because
they will still profit on sales because of the lower price that they
purchased their shares
than the public investors.
General
4. Please file a dated legal opinion as an exhibit to the registration
statement.
5. Revise your prospectus to disclose the price that each selling
securityholder paid for the
securities being registered for resale. Highlight any differences in
the current trading
price, the prices that the Sponsor, PIPE Investors, and other selling
securityholders acquired their shares and warrants, and the price that
the public
securityholders acquired their shares and warrants. Disclose that
while the Sponsor, PIPE
Investors, and other selling securityholders may experience a positive
rate of return based
on the current trading price, the public securityholders may not
experience a similar rate
of return on the securities they purchased due to differences in the
purchase prices and the
current trading price. Please also disclose the potential profit the
selling securityholders
will earn based on the current trading price. Lastly, please include
appropriate risk factor
disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for us
to review any amendment prior to the requested effective date of the
registration statement.
Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan
Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
Christopher Pavlovski
Rumble Inc.
FirstName
November 1, LastNameChristopher
2022 Pavlovski
Comapany
Page 3 NameRumble Inc.
November 1, 2022 Page 3
cc: Sean M. Ewen
FirstName LastName