# Rumble, Inc. (RUM) 10-Q SEC filing - Q3 FY2025

- Filed: Nov 10, 2025
- Fiscal quarter: Q3 FY2025
- Calendar quarter: Q3 2025
- Accession: 0001213900-25-108230
- OpenCapital page: https://www.opencapital.sh/filings/0001213900-25-108230
- Markdown URL: https://www.opencapital.sh/filings/0001213900-25-108230.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1830081/0001213900-25-108230-index.htm

## Filing documents

- [10-Q (ea0264231-10q_rumble.htm)](https://www.sec.gov/Archives/edgar/data/1830081/000121390025108230/ea0264231-10q_rumble.htm)
- [CERTIFICATION (ea026423101ex31-1_rumble.htm)](https://www.sec.gov/Archives/edgar/data/1830081/000121390025108230/ea026423101ex31-1_rumble.htm)
- [CERTIFICATION (ea026423101ex31-2_rumble.htm)](https://www.sec.gov/Archives/edgar/data/1830081/000121390025108230/ea026423101ex31-2_rumble.htm)
- [CERTIFICATION (ea026423101ex32-1_rumble.htm)](https://www.sec.gov/Archives/edgar/data/1830081/000121390025108230/ea026423101ex32-1_rumble.htm)
- [CERTIFICATION (ea026423101ex32-2_rumble.htm)](https://www.sec.gov/Archives/edgar/data/1830081/000121390025108230/ea026423101ex32-2_rumble.htm)

---

## 10-Q

SEC source: [ea0264231-10q_rumble.htm](https://www.sec.gov/Archives/edgar/data/1830081/000121390025108230/ea0264231-10q_rumble.htm)

**UNITED
STATES**

**SECURITIES
AND EXCHANGE COMMISSION**

**Washington,
D.C. 20549**

**FORM 10-Q**

(Mark
One)

☒ **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For
the quarterly period ended September 30, 2025**

☐ **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For
the transition period from _________ to _________**

**Commission
File Number: 001-40079**

**RUMBLE INC.**

(Exact name of registrant as specified in its charter)

**Delaware** **80-0984597**

(State or other jurisdiction of    incorporation or organization) (I.R.S. Employer    Identification No.)

**444 Gulf of Mexico Dr    Longboat Key, FL 34228**

(Address of Principal Executive Offices, including zip code)

**(941) 210-0196**

(Registrant’s telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act:

**Title of each class** **Trading Symbol(s)** **Name of each exchange on    which registered**

Class A common stock, par value $0.0001 per share RUM The Nasdaq Global Market

Warrants to purchase one share of Class A common stock RUMBW The Nasdaq Global Market

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer ☐ Accelerated filer

☒ Non-accelerated filer ☒ Smaller reporting company

☒ Emerging growth company

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of November 5, 2025, the registrant had issued and outstanding (i)
215,380,826 shares of Class A common stock, par value $0.0001 per share, (ii) 123,690,477 shares of Class C common stock, par value $0.0001
per share, and (iii) 95,791,120 shares of Class D common stock, par value $0.0001 per share.

**RUMBLE
INC.**

**Quarterly
Report on Form 10-Q**

**TABLE
OF CONTENTS**

|  |  | **Page** |
| --- | --- | --- |
| [PART 1 - FINANCIAL INFORMATION](#a_001) |  | 1 |
| Item 1. | [Unaudited Condensed Consolidated Financial Statements](#a_002) | 1 |
|  | [Unaudited Condensed Consolidated Statements of Operations](#a_003) | 3 |
|  | [Unaudited Condensed Consolidated Balance Sheets](#a_004) | 4 |
|  | [Unaudited Condensed Consolidated Statements of Shareholder’s Equity (Deficit)](#a_005) | 5 |
|  | [Unaudited Condensed Consolidated Statements of Cash Flows](#a_006) | 7 |
|  | [Notes to Unaudited Condensed Consolidated Financial Statements](#a_007) | 8 |
| Item 2. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#a_008) | 28 |
| Item 3. | [Quantitative and Qualitative Disclosures About Market Risk](#a_009) | 43 |
| Item 4. | [Control and Procedures](#a_010) | 44 |
| [PART II - OTHER INFORMATION](#a_011) |  | 45 |
| Item 1A. | [Risk Factors](#a_012) | 47 |
| Item 2. | [Unregistered Sales of Equity Securities and Use of Proceeds](#a_013) | 50 |
| Item 6. | [Exhibits](#a_014) | 50 |
| [SIGNATURES](#a_015) |  | 51 |

i

**CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS**

This
Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements regarding, among other things,
our plans, strategies and prospects, both business and financial. These statements are based on the beliefs and assumptions of our management.
Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable,
we cannot provide assurance that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently
subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning
possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Investors should read statements that contain these words carefully because they
discuss future expectations, contain projects of future results of operations or financial condition; or state other “forward-looking”
information. Forward-looking statements are based on information available as of the date of this Quarterly Report and may involve significant
judgments and assumptions, known and unknown risks and uncertainties and other factors, many of which are outside our control. There
may be events in the future that management is not able to predict accurately or over which we have no control. We do not undertake any
obligation to update to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the
date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or
otherwise, except as may be required under applicable laws. The risk factors and cautionary language contained in this Quarterly Report
provide examples of risks, uncertainties, and events that may cause actual results to differ materially from the expectations described
in such forward-looking statements, including, among other things:

- our ability to grow and  manage future growth profitably over time, maintain relationships with customers, compete within our industry and retain key employees;
- the possibility that we  may be adversely impacted by economic, business, and/or competitive factors;
- our limited operating history  makes it difficult to evaluate our business and prospects;
- our recent and rapid growth  may not be indicative of future performance;
- we may not continue to  grow or maintain our active user base, and may not be able to achieve or maintain profitability;
- risks relating to our ability  to attract new advertisers, or the potential loss of existing advertisers or the reduction of or failure by existing advertisers  to maintain or increase their advertising budgets;
- our cloud business may  not achieve success, and, as a result, our business, financial condition and results of operations could be adversely affected;
- negative media campaigns  may adversely impact our financial performance, results of operations, and relationships with our business partners, including content  creators and advertisers;
- spam activity, including  inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement  of our performance indicators;
- we collect, store, and  process large amounts of user video content and personal information of our users and subscribers. If our security measures are breached,  our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content  or using our services, our business and operating results could be harmed, and we could face governmental investigations and legal  claims from users and subscribers;
- our bitcoin treasury strategy  exposes us to various risks associated with holding bitcoin;

ii

- the operation of our crypto  wallet exposes us to significant regulatory, operational, security, and market risks that could adversely affect our business, financial  condition, results of operations, and reputation;
- we may fail to comply with  applicable privacy laws, subjecting us to liability and damages;
- we are exposed to significant  regulatory, operational, compliance, privacy, and legal risks related to age verification and child online safety laws implemented  in various U.S. states and foreign jurisdictions;
- our cloud services business  operates in a highly regulated environment, subject to a complex and rapidly evolving array of domestic and international laws, regulations,  and industry standards governing data privacy, cybersecurity, data localization, and cross-border data transfers;
- we are subject to cybersecurity  risks and interruptions or failures in our information technology systems and as we grow and gain recognition, we will likely need  to expend additional resources to enhance our protection from such risks. Notwithstanding our efforts, a cyber incident could occur  and result in information theft, data corruption, operational disruption and/or financial loss;
- we may be found to have  infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations;
- we may face liability for  hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of Section  230 of the Communications Decency Act of 1996 (“Section 230”);
- we may face negative publicity  for removing, or declining to remove, certain content, regardless of whether such content violated any law;
- paid endorsements by our  content creators may expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely affect our business,  financial condition and results of operations;
- our traffic growth, engagement,  and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers  and standards, including mobile operating systems, networks, and standards that we do not control;
- our business depends on  continued and unimpeded access to our content and services on the internet. If we or those who engage with our content experience  disruptions in internet service, or if internet service providers are able to block, degrade or charge for access to our content  and services, we could incur additional expenses and the loss of traffic and advertisers;
- we face significant market  competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business and  operating results could be harmed;
- we rely on data from third  parties to calculate certain of our performance metrics. Real or perceived inaccuracies in such metrics may harm our reputation and  negatively affect our business;
- changes to our existing  content and services could fail to attract traffic and advertisers or fail to generate revenue;
- we derive the majority  of our revenue from advertising. The failure to attract new advertisers, the loss of existing advertisers, or the reduction of or  failure by existing advertisers to maintain or increase their advertising budgets would adversely affect our business;
- we depend on third-party  vendors, including internet service providers, advertising networks, and data centers, to provide core services;
- hosting and delivery costs  may increase unexpectedly;

iii

- we have offered and intend  to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements  may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable  content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely  impact our financial performance, results of operations and liquidity;
- we may be unable to develop  or maintain effective internal controls;
- we have identified material  weaknesses in our internal control over financial reporting as of December 31, 2024. If we are unable to remediate these material  weaknesses, we may not be able to accurately or timely report our financial condition or results of operations;
- potential diversion of  management’s attention and consumption of resources as a result of acquisitions of other companies and success in integrating  and otherwise achieving the benefits of recent and potential acquisitions;
- we may fail to maintain  adequate operational and financial resources or raise additional capital or generate sufficient cash flows;
- changes in tax rates, changes  in tax treatment of companies engaged in e-commerce, the adoption of new tax legislation, or exposure to additional tax liabilities  may adversely impact our financial results;
- compliance obligations  imposed by new privacy laws, laws regulating online video sharing platforms, other online platforms, and online speech in certain  jurisdictions in which we operate, or industry practices may adversely affect our business;
- the occurrence of any event, change or other circumstances that could give rise to the termination of our business combination agreement with Northern Data AG (“Northern Data”) could adversely affect our future business;
- our business could be adversely impacted by uncertainty related to the proposed business combination with Northern Data, whether or not the business combination is completed;
- the anticipated benefits of the proposed business combination with Northern Data may not be realized fully or at all or may take longer to realize than expected; and
- other risks and uncertainties indicated in this Quarterly Report and in other filings that we have made or will make with the Securities and Exchange Commission (the “SEC”), including the risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.

iv

**PART
I - FINANCIAL INFORMATION**

**ITEM
1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**Rumble
Inc.**

**Condensed
Consolidated Interim Financial Statements**

**(Expressed
in U.S. Dollars)**

**For
the three and nine months ended September 30, 2025 and 2024**

1

**Rumble
Inc.**

**Condensed
Consolidated Interim Financial Statements**

**(Expressed
in U.S. Dollars)**

**For
the three and nine months ended September 30, 2025 and 2024**

| Condensed Consolidated Interim Financial Statements | Contents |
| --- | --- |
| Condensed Consolidated Interim Statements of Operations | 3 |
| Condensed Consolidated Interim Balance Sheets | 4 |
| Condensed Consolidated Interim Statements of Shareholders’ Equity (Deficit) | 5 |
| Condensed Consolidated Interim Statements of Cash Flows | 7 |
| Notes to the Condensed Consolidated Interim Financial Statements | 8-27 |

2

Rumble
Inc.

Condensed
Consolidated Interim Statements of Operations

(Expressed
in U.S. Dollars)

(Unaudited)

| Line item | Three months ended September 30, 2025 | Three months ended September 30, 2024 | Nine months ended September 30, 2025 | Nine months ended September 30, 2024 |
| --- | --- | --- | --- | --- |
| Revenues | $24,762,445 | $25,056,904 | $73,553,866 | $65,259,903 |
| Expenses |  |  |  |  |
| Cost of services (content, hosting, and other) | $25,219,331 | $36,428,951 | $81,797,812 | $103,949,438 |
| General and administrative | 10,492,008 | 9,710,935 | 38,792,062 | 29,448,330 |
| Research and development | 4,455,354 | 4,650,688 | 14,070,349 | 14,497,709 |
| Sales and marketing | 5,076,937 | 3,955,552 | 16,607,389 | 13,527,043 |
| Acquisition-related transaction costs | 5,236,796 | - | 7,624,901 | - |
| Amortization and depreciation | 3,880,492 | 3,128,242 | 10,775,361 | 9,118,603 |
| Changes in fair value of digital assets | (1,456,388) | - | (4,949,413) | - |
| Changes in fair value of contingent consideration | - | - | - | 1,354,357 |
| Total expenses | 52,904,530 | 57,874,368 | 164,718,461 | 171,895,480 |
| Loss from operations | (28,142,085) | (32,817,464) | (91,164,595) | (106,635,577) |
| Interest income | 2,896,649 | 1,949,898 | 7,979,880 | 6,646,015 |
| Other income (expense) | 46,901 | (304) | (476) | (73,881) |
| Changes in fair value of derivative | - | - | 9,700,000 | - |
| Changes in fair value of warrant liability | 8,936,773 | (756,700) | 24,379,616 | (1,480,395) |
| Loss before income taxes | (16,261,762) | (31,624,570) | (49,105,575) | (101,543,838) |
| Income tax benefit (expense) | - | 85,157 | (31,310) | (66,315) |
| Net loss | $(16,261,762) | $(31,539,413) | $(49,136,885) | $(101,610,153) |
| Loss per share – basic and diluted | $(0.06) | $(0.15) | $(0.19) | $(0.50) |
| Weighted-average number of common shares used in computing net loss per share - basic and diluted | 260,529,688 | 204,972,162 | 252,722,453 | 203,660,885 |
| Share-based compensation expense included in expenses: |  |  |  |  |
| Cost of services (content, hosting, and other) | $971,476 | $2,405,375 | $3,534,489 | $5,332,489 |
| General and administrative | 3,020,892 | 3,139,578 | 12,256,088 | 10,176,965 |
| Research and development | 909,444 | 361,752 | 2,450,885 | 1,299,092 |
| Sales and marketing | 481,879 | 251,060 | 1,206,326 | 669,495 |
| Total share-based compensation expense | $5,383,691 | $6,157,765 | $19,447,788 | $17,478,041 |

The accompanying notes are an integral part of these condensed consolidated
interim financial statements.

3

Rumble
Inc.

Condensed
Consolidated Interim Balance Sheets

(Expressed
in U.S. Dollars)

(Unaudited)

| Line item | September 30, 2025 | December 31, 2024 |
| --- | --- | --- |
| Assets |  |  |
| Current assets |  |  |
| Cash and cash equivalents | $269,757,150 | $114,018,900 |
| Accounts receivable, net | 12,576,138 | 9,778,941 |
| Prepaid expenses and other | 4,748,926 | 12,329,789 |
|  | 287,082,214 | 136,127,630 |
| Other non-current assets | 1,289,830 | 402,475 |
| Digital assets | 24,049,413 | - |
| Property and equipment, net | 16,719,825 | 17,068,076 |
| Right-of-use assets, net | 2,199,418 | 1,753,100 |
| Intangible assets, net | 25,178,209 | 29,306,135 |
| Goodwill | 10,655,391 | 10,655,391 |
|  | $367,174,300 | $195,312,807 |
| Liabilities and Shareholders’ Equity (Deficit) |  |  |
| Current liabilities |  |  |
| Accounts payable and accrued liabilities | $30,545,284 | $18,223,372 |
| Deferred revenue | 15,641,367 | 12,812,984 |
| Lease liabilities | 1,325,202 | 1,000,643 |
| Derivative liability | - | 184,699,998 |
|  | 47,511,853 | 216,736,997 |
| Lease liabilities, net of current portion | 920,130 | 799,910 |
| Warrant liability | 16,011,686 | 40,391,302 |
| Other liability | 500,000 | 500,000 |
|  | 64,943,669 | 258,428,209 |
| Commitments and contingencies (Note 14) |  |  |
| Shareholders’ equity (deficit) |  |  |
| 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, 215,380,893 and 118,808,857 shares issued and outstanding, as of September 30, 2025 and December 31, 2024, respectively; 170,000,000 Class C shares (and corresponding ExchangeCo Share) authorized, 123,690,470 and 165,153,621 shares issued and outstanding, as of September 30, 2025 and December 31, 2024, respectively; 110,000,000 Class D shares authorized, 95,791,120 and 105,782,403 shares issued and outstanding, as of September 30, 2025 and December 31, 2024, respectively) | 773,404 | 768,892 |
| Accumulated deficit | (532,702,827) | (483,565,942) |
| Additional paid-in capital | 834,160,054 | 419,681,648 |
|  | 302,230,631 | (63,115,402) |
|  | $367,174,300 | $195,312,807 |

The accompanying notes are an integral part of these condensed consolidated
interim financial statements.

4

Rumble
Inc.

Condensed
Consolidated Interim Statements of Shareholders’ Equity (Deficit)

(Expressed
in U.S. Dollars)

(Unaudited)

_For the three months ended September 30, 2025_

| Line item | Number of Common Stock / Class A | Number of Common Stock / Class C (and corresponding Exchange Co Share) | Number of Common Stock / Class D | Class A | Class C | Class D | Additional Paid-in Capital | Accumulated Deficit | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance June 30, 2025 | 215,171,066 | 123,690,470 | 95,791,120 | $751,435 | $12,369 | $9,579 | $829,888,680 | $(516,441,065) | $314,220,998 |
| Issuance of Class A Common Stock upon exercise of stock options and vesting of restricted stock units | 209,827 | - | - | 21 | - | - | 232,788 | - | 232,809 |
| Net share settlement on restricted stock units | - | - | - | - | - | - | (1,515,580) | - | (1,515,580) |
| Share-based compensation | - | - | - | - | - | - | 5,554,166 | - | 5,554,166 |
| Loss for the period | - | - | - | - | - | - | - | (16,261,762) | (16,261,762) |
| Balance September 30, 2025 | 215,380,893 | 123,690,470 | 95,791,120 | $751,456 | $12,369 | $9,579 | $834,160,054 | $(532,702,827) | $302,230,631 |

_For the nine months ended September 30, 2025_

| Line item | Number of Common Stock / Class A | Number of Common Stock / Class C (and corresponding Exchange Co Share) | Number of Common Stock / Class D | Class A | Class C | Class D | Additional Paid-in Capital | Accumulated Deficit | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance December 31, 2024 | 118,808,857 | 165,153,621 | 105,782,403 | $741,799 | $16,515 | $10,578 | $419,681,648 | $(483,565,942) | $(63,115,402) |
| Issuance of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share) | 41,463,151 | (41,463,151) | - | 4,146 | (4,146) | - | - | - | - |
| Cancellation of Class D Common Stock | - | - | (9,991,283) | - | - | (999) | 999 | - | - |
| Issuance of Class A Common Stock | 33,333,333 | - | - | 3,333 | - | - | 424,996,665 | - | 424,999,998 |
| Issuance of Class A Common Stock upon exercise of stock options and warrants as well as vesting of restricted stock units | 21,759,556 | - | - | 2,176 | - | - | 2,195,243 | - | 2,197,419 |
| Net share settlement on restricted stock units | - | - | - | - | - | - | (3,260,193) | - | (3,260,193) |
| Issuance of Class A Common Stock under ESPP | 15,996 | - | - | 2 | - | - | 129,372 | - | 129,374 |
| Share issuance costs | - | - | - | - | - | - | (29,429,791) | - | (29,429,791) |
| Share-based compensation | - | - | - | - | - | - | 19,846,111 | - | 19,846,111 |
| Loss for the period | - | - | - | - | - | - | - | (49,136,885) | (49,136,885) |
| Balance September 30, 2025 | 215,380,893 | 123,690,470 | 95,791,120 | $751,456 | $12,369 | $9,579 | $834,160,054 | $(532,702,827) | $302,230,631 |

The accompanying notes are an integral part of these condensed consolidated
interim financial statements.

5

Rumble
Inc.

Condensed
Consolidated Interim Statements of Shareholders’ Equity

(Expressed
in U.S. Dollars)

(Unaudited)

_For the three months ended September 30, 2024_

| Line item | Number of Common Stock / Class A | Number of Common Stock / Class C (and corresponding Exchange Co Share) | Number of Common Stock / Class D | Class A | Class C | Class D | Additional Paid-in Capital | Accumulated Deficit | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance June 30, 2024 | 118,015,270 | 165,153,621 | 105,782,403 | $741,719 | $16,515 | $10,578 | $407,174,201 | $(215,273,903) | $192,669,110 |
| Issuance of Class A Common Stock upon exercise of stock options and vesting of restricted stock units | 487,445 | - | - | 49 | - | - | 896 | - | 945 |
| Net share settlement on restricted stock units | - | - | - | - | - | - | (1,127,010) | - | (1,127,010) |
| Share-based compensation | - | - | - | - | - | - | 6,138,429 | - | 6,138,429 |
| Loss for the period | - | - | - | - | - | - | - | (31,539,413) | (31,539,413) |
| Balance September 30, 2024 | 118,502,715 | 165,153,621 | 105,782,403 | $741,768 | $16,515 | $10,578 | $412,186,516 | $(246,813,316) | $166,142,061 |

_For the nine months ended September 30, 2024_

| Line item | Number of Common Stock / Class A | Number of Common Stock / Class C (and corresponding Exchange Co Share) | Number of Common Stock / Class D | Class A | Class C | Class D | Additional Paid-in Capital | Accumulated Deficit | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance December 31, 2023 | 114,926,700 | 165,353,621 | 105,782,403 | $741,410 | $16,535 | $10,578 | $396,057,788 | $(145,203,163) | $251,623,148 |
| Issuance of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share) | 200,000 | (200,000) | - | 20 | (20) | - | - | - | - |
| Issuance of Class A Common Stock in connection with Callin acquisition | 845,570 | - | - | 85 | - | - | 2,739,184 | - | 2,739,269 |
| Issuance of Class A Common Stock upon exercise of stock options and vesting of restricted stock units | 2,530,445 | - | - | 253 | - | - | 295,473 | - | 295,726 |
| Net share settlement on restricted stock units | - | - | - | - | - | - | (1,915,138) | - | (1,915,138) |
| Share-based compensation | - | - | - | - | - | - | 15,009,209 | - | 15,009,209 |
| Loss for the period | - | - | - | - | - | - | - | (101,610,153) | (101,610,153) |
| Balance September 30, 2024 | 118,502,715 | 165,153,621 | 105,782,403 | $741,768 | $16,515 | $10,578 | $412,186,516 | $(246,813,316) | $166,142,061 |

The accompanying notes are an integral part of these condensed consolidated
interim financial statements.

6

Rumble
Inc.

Condensed
Consolidated Interim Statements of Cash Flows

(Expressed
in U.S. Dollars)

(Unaudited)

| For the nine months ended September 30, | 2025 | 2024 |
| --- | --- | --- |
| Cash flows provided by (used in) |  |  |
| Operating activities |  |  |
| Net loss for the period | $(49,136,885) | $(101,610,153) |
| Adjustments to reconcile net loss to net cash used in operating activities: |  |  |
| Amortization and depreciation | 10,775,361 | 9,118,603 |
| Share-based compensation | 19,447,788 | 14,666,835 |
| Non-cash lease expense | 864,361 | 805,679 |
| Net trade and barter revenue and expense | 1,310,795 | 1,327,605 |
| Change in fair value of derivative | (9,700,000) | - |
| Change in fair value of warrants | (24,379,616) | 1,480,395 |
| Change in fair value of contingent consideration | - | 1,354,357 |
| Change in fair value of digital assets | (4,949,413) | - |
| Loss on disposal of property and equipment | 6,627 | - |
| Loss on lease termination | 925 | - |
| Changes in operating assets and liabilities: |  |  |
| Accounts receivable | (2,797,197) | (5,864,270) |
| Prepaid expenses and other | 6,642,470 | (1,384,211) |
| Accounts payable and accrued liabilities | 10,208,952 | 976,194 |
| Deferred revenue | 1,517,588 | 4,263,094 |
| Deferred tax liability | - | 1,030,757 |
| Operating lease liabilities | (815,788) | (817,540) |
| Net cash used in operating activities | (41,004,032) | (74,652,655) |
| Investing activities |  |  |
| Purchase of property and equipment | (1,774,932) | (2,654,913) |
| Purchase of intangible assets | (2,019,595) | (4,700,559) |
| Purchase of marketable securities | - | (1,202,290) |
| Sale and maturities of marketable securities | - | 1,135,200 |
| Purchase of digital assets | (19,100,000) | - |
| Cash paid to non-accredited investors in connection with Callin acquisition | - | (204,846) |
| Cash paid in connection with North River acquisition | - | (3,654,500) |
| Net cash used in investing activities | (22,894,527) | (11,281,908) |
| Financing activities |  |  |
| Taxes paid from net share settlement for share-based compensation | (3,260,193) | (1,915,138) |
| Proceeds from the exercise of warrants and stock options | 2,197,419 | 295,726 |
| Proceeds from issuance of Class A Common Stock under ESPP | 129,374 | - |
| Proceeds from issuance of Class A Common Stock | 775,000,000 | - |
| Repurchase of Class A Common Stock | (525,000,000) | - |
| Share issuance costs | (29,429,791) | - |
| Net cash provided by (used in) financing activities | 219,636,809 | (1,619,412) |
| Increase/ (decrease) in cash and cash equivalents during the period | 155,738,250 | (87,553,975) |
| Cash and cash equivalents, beginning of period | 114,018,900 | 218,338,658 |
| Cash and cash equivalents, end of period | $269,757,150 | $130,784,683 |
| Supplemental cash flow information |  |  |
| Cash paid for income taxes | $33,755 | $71,864 |
| Cash paid for interest | - | 278 |
| Cash paid for lease liabilities | 805,308 | 945,354 |
| Non-cash investing and financing activities: |  |  |
| Class A Common Stock issued to settle contingent consideration liability | - | 1,404,753 |
| Property and equipment in accounts payable and accrued liabilities | 2,112,958 | 49,343 |
| Recognition of operating right-of-use assets in exchange of operating lease Liabilities, net of derecognition of terminated leases | 1,119,786 | 317,003 |
| Share-based compensation capitalized related to intangible assets | 398,323 | 342,374 |

The accompanying notes are an integral part of these condensed consolidated
interim financial statements.

7

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**1.** **Overview and Basis of Presentation**

**Nature
of Operations**

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 unaudited condensed consolidated interim financial statements (the “financial statements”) are prepared in accordance
with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the results of the
Company and its wholly-owned subsidiaries. Any reference in these notes to applicable guidance is meant to refer to the authoritative
guidance found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”). All
intercompany balances and transactions have been eliminated upon consolidation. These financial statements are presented in U.S. dollars,
which is the functional currency of the Company.

These
financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended
December 31, 2024 (the “Annual Financial Statements”). These financial statements have been prepared using the same accounting
policies that were described in Note 2 to the Annual Financial Statements.

**Use
of Estimates**

The
preparation of these financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and
assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of
the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. On an ongoing
basis, the Company evaluates the estimates used, which include but are not limited to: allowance for credit losses; valuation of share-based
compensation awards; estimates in the determination of the fair value of assets acquired and liabilities assumed in connection with acquisitions;
fair value of financial instruments including digital assets, contingent consideration, warrant liability, and derivative; discount rate
in determining lease liabilities; valuation of long-lived assets and their associated useful lives, valuation of goodwill; the realization
of tax assets, estimates of tax liabilities, and valuation of deferred taxes; and estimates in the determination of the fair value of
non-cash consideration earned in trade and barter transactions. These estimates, judgments, and assumptions are reviewed periodically
and the impact of any revisions are reflected in the financial statements in the period in which such revisions are made. Actual results
could differ materially from those estimates, judgments, or assumptions, and such differences could be material to the Company’s
consolidated financial position and results of operations.

8

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**2.** **Summary of Significant Accounting Policies**

**Digital
Assets**

The
Company’s digital assets consist solely of our investment in bitcoin. We retain ownership of and control over our digital assets
and use third-party custodial services to secure it. The cost basis of our digital assets is calculated using the first-in, first-out
(FIFO) method.

Digital
assets purchased are initially recorded at cost, including capitalizing any transaction costs or fees, and subsequently, remeasured at
fair value based on the exchange quoted price each reporting period, with changes in fair value recognized on the condensed consolidated
interim statements of operations.

**Trade
and Barter Transactions**

The
Company engages in trade and barter transactions whereby the Company and its counterparty exchange media campaigns or other promotional
services. The Company reviews each transaction to ensure the advertising it receives has economic substance and records revenue in an
amount equal to the fair value of the products and services received unless this is not reasonable to estimate, in which case the consideration
is measured based on the standalone selling price of the advertising inventory promised or delivered to the customer. Trade and barter
revenue is recognized when the performance obligation is fulfilled and follows the same pattern of recognition as the Company’s
normal advertising revenue. Trade and barter expense is recorded when goods or services are consumed. Trade and barter revenue was $1,570,332
and $1,672,395 for the three months ended September 30, 2025 and 2024, respectively. Trade and barter expenses were $nil and $nil for
the three months ended September 30, 2025 and 2024, respectively. Trade and barter revenue was $1,689,205 and $1,672,395 for the nine
months ended September 30, 2025 and 2024, respectively. Trade and barter expenses were $3,000,000 and $3,000,000 for the nine months
ended September 30, 2025 and 2024, respectively. The trade and barter expense is recorded in sales and marketing expense in the condensed
consolidated interim statement of operations.

**Recent
Accounting Pronouncements**

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:

- Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.
- Accounting  Standards Updates 2025-01 and 2024-03, Income statement – Reporting Comprehensive Income  – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement  Expense. The amendments in this update require public business entities to disclose, on an  annual and interim basis, disaggregated information about certain income statement expense  line items in the notes to the financial statements. Public business entities are required  to apply the guidance prospectively and may elect to apply it retrospectively. This ASU is  effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal  years beginning after December 15, 2027.

9

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**2.** **Summary of Significant Accounting Policies (Continued)**

**Recent
Accounting Pronouncements (Continued)**

- Accounting  Standards Updates 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement  of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides all entities  with a practical expedient to assume that current conditions as of the balance sheet date  do not change for the remaining life of the assets. This ASU is effective for fiscal years  beginning after December 15, 2025, including interim periods within those fiscal years. Early  adoption is permitted in both interim and annual reporting periods in which financial statements  have not yet been issued or made available for issuance.
- Accounting  Standards Updates 2025-06, Intangibles—Goodwill and Other—Internal-Use Software  (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This  ASU removes all references to software development project stages so that the guidance is  neutral to different software development methods, including methods that entities may use  to develop software in the future. Therefore, this ASU requires that an entity capitalize  software costs when both: management has authorized and committed to funding the software  project; and it is probable that the project will be completed and the software will be used  to perform the function intended (referred to as the “probable-to-complete recognition  threshold”). In evaluating the probable-to-complete recognition threshold, an entity  is required to consider whether there is significant uncertainty associated with the development  activities of the software. This ASU is effective for fiscal years beginning after December  15, 2027, and interim reporting periods within those annual reporting periods. Early adoption  is permitted as of the beginning of an annual reporting period.

The
Company is still evaluating the potential impact of implementing the above amendments to its consolidated financial statements.

**3.** **Revenue from Contracts with Customers**

The
following table presents revenues disaggregated by type:

| Line item | Three months ended September 30 / 2025 | Three months ended September 30 / 2024 | Nine months ended September 30 / 2025 | Nine months ended September 30 / 2024 |
| --- | --- | --- | --- | --- |
| Audience Monetization | $21,346,462 | $21,849,447 | $62,759,229 | $56,941,453 |
| Other Initiatives | 3,415,983 | 3,207,457 | 10,794,637 | 8,318,450 |
| Total revenues | $24,762,445 | $25,056,904 | $73,553,866 | $65,259,903 |

10

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**3.** **Revenue from Contracts with Customers (Continued)**

The
Company recognizes revenue either at a point in time, or over time, depending upon the characteristics of the contract.

| Line item | Three months ended September 30 / 2025 | Three months ended September 30 / 2024 | Nine months ended September 30 / 2025 | Nine months ended September 30 / 2024 |
| --- | --- | --- | --- | --- |
| Point in time | $10,239,797 | $10,052,336 | $28,818,332 | $23,870,130 |
| Over time | 14,522,648 | 15,004,568 | 44,735,534 | 41,389,773 |
| Total revenues | $24,762,445 | $25,056,904 | $73,553,866 | $65,259,903 |

**Deferred
Revenue**

Deferred
revenue recorded at September 30, 2025 is expected to be fully recognized by September 30, 2026. The deferred revenue balance was $15,641,367
and $12,812,984 as of September 30, 2025 and December 31, 2024, respectively.

**4**. **Cash and Cash Equivalents**

Cash
and cash equivalents consist of the following:

| Line item | Contracted / Maturity | As of September 30, 2025 / Balance | As of December 31, 2024 / Balance |
| --- | --- | --- | --- |
| Cash | Demand | $10,418,336 | $7,344,275 |
| Treasury bills, money market funds and term deposits | Demand | 259,338,814 | 106,674,625 |
|  |  | $269,757,150 | $114,018,900 |

As
of September 30, 2025 and December 31, 2024, 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 Company’s day-to-day business operations.

11

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**5.** **Digital Assets**

The
Company’s digital assets holdings as of September 30, 2025 and December 31, 2024 consist of the following:

| Line item | Units | As of September 30, 2025 / Cost Basis | As of September 30, 2025 / Fair Value | Units | As of December 31, 2024 / Cost Basis | As of December 31, 2024 / Fair Value |
| --- | --- | --- | --- | --- | --- | --- |
| Bitcoin | 210.82 | $19,100,000 | $24,049,413 | - | - | - |
|  |  | $19,100,000 | $24,049,413 |  | - | - |

The
following table presents a reconciliation of the Company’s digital asset holdings:

| December 31, 2024 | Bitcoin / - |
| --- | --- |
| Purchase of digital assets | 19,100,000 |
| Change in fair value | 4,949,413 |
| September 30, 2025 | $24,049,413 |

**6.** **Property and Equipment**

| Line item | As of September 30, 2025 | As of December 31, 2024 |
| --- | --- | --- |
| Computer hardware | $28,083,033 | $24,577,345 |
| Furniture and fixtures | 254,557 | 123,417 |
| Leasehold improvements | 2,171,773 | 1,942,799 |
|  | 30,509,363 | 26,643,561 |
| Accumulated depreciation | (13,789,538) | (9,575,485) |
| Net carrying value | $16,719,825 | $17,068,076 |

Depreciation
expense on property and equipment was $1,645,227 and $1,389,867 for the three months ended September 30, 2025 and 2024, respectively.
Depreciation expense on property and equipment was $4,229,514 and $3,896,161 for the nine months ended September 30, 2025 and 2024, respectively.

12

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**7.** **Right-of-Use Assets and Lease Liabilities**

The
Company leases several facilities and data centers under non-cancelable operating leases. Our leases have original lease periods expiring
between 2025 and 2027. The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.

| Line item | As of September 30, 2025 / Cost | As of September 30, 2025 / Accumulated / Depreciation | As of December 31, 2024 / Cost | As of December 31, 2024 / Accumulated / Depreciation |
| --- | --- | --- | --- | --- |
| Right-of-use assets | $5,229,708 | $(3,030,290) | $4,109,922 | $(2,356,822) |
| Net book value |  | $2,199,418 |  | $1,753,100 |

Operating
lease costs for the three months ended September 30, 2025 and 2024 was $376,563 and $312,788, respectively. Operating lease costs for
the nine months ended September 30, 2025 and 2024 was $926,166 and $950,156, respectively. These costs are included in general and administrative
expenses in the condensed consolidated interim statements of operations.

Supplemental
balance sheet information related to the operating lease liabilities is as follows:

| Line item | As of September 30, 2025 | As of December 31, 2024 |
| --- | --- | --- |
| Weighted-average remaining lease term | 1.78 years | 1.85 years |
| Weighted-average discount rate | 7.67% | 7.26% |

The
following shows the future minimum lease payments for the remaining years under the lease arrangement as of September 30, 2025.

| 2025 | 386,986 |
| --- | --- |
| 2026 | 1,424,879 |
| 2027 | 626,122 |
|  | 2,437,987 |
| Less: imputed interest | (192,655) |
|  | 2,245,332 |
| Current portion | $1,325,202 |
| Long-term portion | $920,130 |

**\*** Imputed interest represents the difference between future cash flows and discounted cash flows.

13

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**8.** **Intangible Assets**

| Line item | Gross Carrying Amount | As of September 30, 2025 / Accumulated Amortization | As of September 30, 2025 / Net Carrying Value |
| --- | --- | --- | --- |
| Intellectual property | $462,047 | $(230,726) | $231,321 |
| Domain name | 500,448 | (145,112) | 355,336 |
| Brand | 1,284,000 | (505,069) | 778,931 |
| Software and technology | 30,325,084 | (12,609,893) | 17,715,191 |
| Internal software development | 8,994,147 | (2,896,717) | 6,097,430 |
| Assembled workforce | 726,222 | (726,222) | - |
|  | $42,291,948 | $(17,113,739) | $25,178,209 |

| Line item | Gross Carrying Amount | As of December 31, 2024 / Accumulated Amortization | As of December 31, 2024 / Net Carrying Value |
| --- | --- | --- | --- |
| Intellectual property | $461,663 | $(179,563) | $282,100 |
| Domain name | 500,448 | (120,089) | 380,359 |
| Brand | 1,284,000 | (408,769) | 875,231 |
| Software and technology | 30,314,958 | (8,063,413) | 22,251,545 |
| Internal software development | 6,586,351 | (1,341,784) | 5,244,567 |
| Assembled workforce | 726,222 | (453,889) | 272,333 |
|  | $39,873,642 | $(10,567,507) | $29,306,135 |

Amortization
expense related to intangible assets was $2,235,265 and $1,738,375 for the three months ended September 30, 2025 and 2024, respectively.
Amortization expense related to intangible assets was $6,545,847 and $5,222,442 for the nine months ended September 30, 2025 and 2024,
respectively.

For
intangible assets held as of September 30, 2025, future amortization expense is as follows:

| Remainder of 2025 | 2,154,821 |
| --- | --- |
| 2026 | 8,410,247 |
| 2027 | 7,712,295 |
| 2028 | 5,804,683 |
| 2029 | 583,100 |
| Thereafter | 513,063 |
|  | $25,178,209 |

14

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**9.** **Derivative Liability**

On
December 20, 2024, the Company announced that it had entered into a definitive agreement (the “Transaction Agreement”) for
a strategic investment of $775 million (the “Transaction”) from Tether Investments Limited (n/k/a Tether Investments S.A.
de C.V.) (“Tether”) in exchange for 103,333,333 shares of Class A Common Stock. The Class A Common Stock has a par value
of $0.0001 per share. The purchase price of the Class A Common Stock in the Transaction was $7.50 per share.

In
connection with the Transaction Agreement, the Company executed support agreements with certain members of key management to provide
a backstop to the anticipated tender offer and ensure 70,000,000 shares would be tendered and available for repurchase when the Transaction
closed.

On
January 3, 2025, the Company commenced a tender offer to purchase up to 70,000,000 shares of the Company’s Class A Common Stock
using proceeds from the Transaction.

The
Company accounted for the Transaction and support agreements as one unit of account, which met the definition of a derivative.

On
February 7, 2025, the Transaction closed, which resulted in the Company settling the derivative by issuing 103,333,333 shares to Tether
in exchange for $775,000,000 in cash proceeds and repurchasing 70,000,000 shares from existing shareholders for $525,000,000 in cash.
The net proceeds of $250,000,000, together with the fair value of the derivative on that date of $174,999,998, were recorded in additional
paid-in capital, net of transaction costs of $29,429,791. The Company recognized a gain on fair value of the derivative of $nil and $9,700,000
during the three and nine months ended September 30, 2025.

**10.** **Other Liability**

The
Company has received certain amounts from a third party to assist with certain operating expenditures of the Company. These amounts are
to be repaid upon settlement of those expenditures, are non-interest bearing, and have been treated as a long-term liability. As of September
30, 2025 and December 31, 2024, an amount of $500,000 related to these expenses was recorded in other liability.

15

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**11.** **Shareholders’ Equity (Deficit)**

The
Company has 1,000,000,000 authorized shares, consisting of:

| (i) | 700,000,000 shares of Class A Common Stock with a par value of $0.0001 per share; |
| --- | --- |
| (ii) | 170,000,000 shares of Class C Common Stock with a par value of $0.0001 per share; |
| (iii) | 110,000,000 shares of Class D Common Stock with a par value of $0.0001 per share; and |
| (iv) | 20,000,000 shares of preferred stock with a par value of $0.0001 per share. |

The
following shares of common stock are issued and outstanding as of September 30, 2025 and December 31, 2024, respectively:

| Line item | As of September 30, 2025 / Number | As of September 30, 2025 / Amount | As of December 31, 2024 / Number | As of December 31, 2024 / Amount |
| --- | --- | --- | --- | --- |
| Class A Common Stock | 215,380,893 | $751,456 | 118,808,857 | $741,799 |
| Class C Common Stock (and its corresponding ExchangeCo Share) | 123,690,470 | 12,369 | 165,153,621 | 16,515 |
| Class D Common Stock | 95,791,120 | 9,579 | 105,782,403 | 10,578 |
| Balance | 434,862,483 | $773,404 | 389,744,881 | $768,892 |

Former
holders of Legacy Rumble’s (as defined below) 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 if and 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, which will be issued if and 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 period. The term will expire on 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.

16

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**12.** **Share-Based Compensation Expense**

The
Company’s stock award plans consist of:

*Rumble
Inc. Amended and Restated Stock Option Plan*

The
Company maintains a long-term incentive plan, the Rumble Inc. Amended and Restated Stock Option Plan (the “Stock Option Plan”).
The Stock Option Plan governs the terms and conditions of the outstanding awards previously granted under the Stock Option Plan, as well
as all options to purchase Legacy Rumble Class A common shares or Legacy Rumble Class B common shares which were converted into options
to purchase shares of Class A Common Stock in connection with the business combination (the “Business Combination”) contemplated
by that certain business combination agreement, dated December 1, 2021, by and between CF Acquisition Corp. VI, a Delaware corporation,
and Rumble Inc., a corporation formed under the laws of the Province of Ontario Canada (“Legacy Rumble”).

*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 evergreen feature.

*Rumble
Inc. 2024 Employee Stock Purchase Plan*

The
Rumble Inc. 2024 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) was approved by the board of directors
and the stockholders of the Company, and became effective on March 26, 2024. The Company initially reserved 1,500,000 shares of Common
Stock for issuance under the Employee Stock Purchase Plan.

17

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**12.** **Share-Based Compensation Expense (Continued)**

**Restricted
Stock Units**

The
following table reflects the continuity of unvested restricted stock units (“RSUs”) transactions:

| Line item | Service Conditions / Number | Service Conditions / Weighted Average Grant Date Fair Value |
| --- | --- | --- |
| Outstanding, December 31, 2024 | 2,226,775 | $8.24 |
| Granted | 884,758 | 8.03 |
| Vested | (1,208,852) | 11.97 |
| Forfeited | (112,097) | 8.50 |
| Cancelled | - | - |
| Outstanding, September 30, 2025 | 1,790,584 | $7.39 |

During
the nine months ended September 30, 2025, the Company modified the terms of RSU awards by accelerating vesting of all unvested RSUs for
certain officers and directors. The Company recorded an incremental share-based compensation expense of $nil and $nil for the three months
ended September 30, 2025 and 2024, respectively. The Company recorded an incremental share-based compensation expense of $1,053,989 and
$nil for the nine months ended September 30, 2025 and 2024, respectively.

| Line item | Market Conditions / Number | Market Conditions / Weighted Average Grant Date Fair Value |
| --- | --- | --- |
| Outstanding, December 31, 2024 | 676,243 | $2.48 |
| Granted | - | - |
| Vested | - | - |
| Forfeited | - | - |
| Cancelled | (276,243) | 2.10 |
| Outstanding, September 30, 2025 | 400,000 | $2.74 |

As
of September 30, 2025, the Company has RSUs outstanding that have market-based vesting conditions if the closing price of the Company’s
Class A Common Stock is greater than or equal to a specified price for a period of 20 trading days during any 30 trading-day period.

| Outstanding, December 31, 2024 | Performance Conditions / Number / - | Performance Conditions / Weighted Average Grant Date Fair Value / - |
| --- | --- | --- |
| Granted | 161,551 | 8.51 |
| Vested | - | - |
| Forfeited | - | - |
| Cancelled | - | - |
| Outstanding, September 30, 2025 | 161,551 | $8.51 |

18

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**12.** **Share-Based Compensation Expense (Continued)**

**Restricted
Stock Units (Continued)**

As
of September 30, 2025, the Company has determined that it is not probable that the conditions related to the performance-based restricted
stock units will be met, and therefore, the Company has not recognized the related expense in the condensed consolidated interim statements
of operations.

The
following table reflects additional information related to RSUs:

_As of September 30, 2025_

| Line item | Service Conditions | Market Conditions | Performance Conditions |
| --- | --- | --- | --- |
| Unrecognized compensation cost | $8,593,885 | $483,441 | $1,374,799 |
| Weighted-average service period for unrecognized compensation cost | 1.98 years | 0.71 years |  |
| Grant date fair value of RSUs | $13,227,820 | $1,097,541 | $1,374,799 |

**Stock
Options**

The
following table reflects the continuity of stock option transactions:

| Line item | Service Conditions / Number | Service Conditions / Weighted Average Exercise Price |
| --- | --- | --- |
| Outstanding, December 31, 2024 | 62,285,572 | $0.28 |
| Granted | 2,462,417 | 4.74 |
| Exercised | (20,942,878) | 6.34 |
| Forfeited | (237,444) | 7.16 |
| Cancelled | (20,007) | 9.87 |
| Outstanding, September 30, 2025 | 43,547,660 | $1.50 |
| Vested and exercisable | 37,802,256 | $0.62 |

During
the nine months ended September 30, 2025, the Company modified the terms of stock option awards of certain officers and directors who
experienced changes in employment, by accelerating vesting of all unvested options and/or extending the post-termination exercise period.
The Company recorded an incremental share-based compensation expense of $nil and $nil for the three months ended September 30, 2025 and
2024, respectively. The Company recorded an incremental share-based compensation expense of $2,805,952 and $nil for the nine months ended
September 30, 2025 and 2024, respectively.

19

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**12.** **Share-Based Compensation Expense (Continued)**

**Stock
Options (Continued)**

| Line item | Performance Conditions / Number | Performance Conditions / Weighted Average Exercise Price |
| --- | --- | --- |
| Outstanding, December 31, 2024 | 580,139 | $7.13 |
| Granted | - | - |
| Vested | - | - |
| Exercised | - | - |
| Forfeited | - | - |
| Cancelled | - | - |
| Outstanding, September 30, 2025 | 580,139 | $7.13 |
| Vested and exercisable | - | - |

As
of September 30, 2025, the Company has determined that it is not probable that the conditions related to the performance-based stock
options will be met, and therefore, the Company has not recognized the related expense in the condensed consolidated interim statement
of operations.

The
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 September 30, 2025, the aggregate intrinsic value of options outstanding was $256,590,193 and the aggregate
intrinsic value of the options vested and exercisable was $253,711,676.

The
following table reflects additional information related to options:

_As of September 30, 2025_

| Line item | Service Conditions | Performance Conditions |
| --- | --- | --- |
| Unrecognized compensation cost | $21,202,937 | $2,453,988 |
| Weighted-average service period for unrecognized compensation cost | 0.45 years |  |
| Weighted-average grant date fair value of options outstanding | $1.05 per share | $4.23 per share |

20

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**12.** **Share-Based Compensation Expense (Continued)**

**Employee
Stock Purchase Plan**

The
first offering period of the Company’s Employee Stock Purchase Plan began on January 1, 2025. The Employee Stock Purchase Plan
allows eligible employees to purchase shares of the Company’s Class A Common Stock at a discount through payroll deductions of
up to 15%, subject to any plan limitations. The Employee Stock Purchase Plan provides for six-month offering periods. The offering periods
are scheduled to start on the first trading day on or after January 1 and July 1, and end on the last trading day on or before June 30
and December 31, respectively. Employees are able to purchase shares at 90% of the lower of the fair market value of the Company’s
Class A Common Stock on the first trading day of the offering period or the last trading day of the purchase period.

The
fair value of the Employee Stock Purchase Plan was determined using the Black-Scholes option pricing model. The following table reflects
the assumptions made:

_For the nine months ended September 30, 2025_

|  |  |
| --- | --- |
| Share price | $9.16-$12.40 |
| Risk-free interest rate | 4.25%-4.29% |
| Volatility | 53%-65% |
| Expected life | 0.50 years |
| Dividend rate | 0.00% |

Share-based
compensation expense recognized in the condensed consolidated interim statements of operations related to the Employee Stock Purchase
Plan was $17,054 and $nil for the three months ended September 30, 2025 and 2024, respectively. Share-based compensation expense recognized
in the condensed consolidated interim statements of operations related to the Employee Stock Purchase Plan was $59,515 and $nil for the
nine months ended September 30, 2025 and 2024, respectively.

As
of September 30, 2025, the Company’s employees purchased 15,996 shares of Class A Common Stock under the Employee Stock Purchase
Plan.

**Rights
to Contingent Consideration**

Share-based
compensation expense recognized in the condensed consolidated interim statements of operations related to the rights to contingent consideration
was $nil and $220,378 for the three months ended September 30, 2025 and 2024, respectively. Share-based compensation expense recognized
in the condensed consolidated interim statements of operations related to the rights to contingent consideration was $nil and $2,254,159
for the nine months ended September 30, 2025 and 2024, respectively.

21

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**13.** **Loss per Share**

When
taken together, an ExchangeCo Share and a share of Class C Common Stock are economically similar to a share of Class A Common Stock.
As a result, the Company computed basic loss per share by dividing net loss attributable to the Company by the weighted-average number
of Class A and ExchangeCo Shares issued and outstanding, excluding those held in escrow, as these are contingently issuable shares and
have been excluded from the calculation during the three and nine months ended September 30, 2025, and 2024. Shares of Class D Common
Stock do not share in earnings and are not participating securities (i.e., non-economic shares) and therefore, have been excluded from
the calculation of weighted-average number of shares outstanding.

Diluted
loss per share is computed giving effect to all potentially dilutive shares. Diluted loss per share for all periods presented is the
same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive.

**14.** **Commitments and Contingencies**

*Commitments*

The
Company has non-cancelable contractual commitments of approximately $38 million as of September 30, 2025, which are primarily related
to programming and content, leases, and other service arrangements. The majority of commitments will be paid over two years commencing
in 2025.

*Legal
Proceedings*

In
the normal course of business, to facilitate transactions in services and products, the Company indemnifies certain parties. The Company
has agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual
property infringement or other claims made against certain parties. Several of these agreements limit the time within which an indemnification
claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers
and directors, and its bylaws contain similar indemnification obligations to its agents.

Furthermore,
many of the Company’s agreements with its customers and partners require the Company to indemnify them for certain intellectual
property infringement claims against them, which would increase costs as a result of defending such claims, and may require that we pay
significant damages if there were an adverse ruling in any such claims. Customers and partners may discontinue the use of the Company’s
services and technologies as a result of injunctions or otherwise, which could result in loss of revenues and adversely impact the business.

It
is not possible to make a reasonable estimate of the maximum potential amount under these indemnification agreements due to the unique
facts and circumstances involved in each particular agreement. As of September 30, 2025, there were no material indemnification claims
that were probable or reasonably possible.

As
of September 30, 2025, Rumble was defending 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 approximately $419.0 million.

The
Company is defending the claims and considers the likelihood that it will be required to make a payment to plaintiffs to be remote.

22

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**15.** **Fair Value Measurements**

The
following table summarizes the assets and liabilities measured at fair value on a recurring basis:

| Line item | Level 1 / Digital Assets | Level 2 / Warrant Liability | Level 3 / Derivative Liability |
| --- | --- | --- | --- |
| December 31, 2024 | - | $40,391,302 | $184,699,998 |
| Purchase of digital assets | 19,100,000 | - | - |
| Change in fair value | 4,949,413 | (24,379,616) | (9,700,000) |
| Settlement of derivative liability | - | - | (174,999,998) |
| September 30, 2025 | $24,049,413 | $16,011,686 | - |

*Digital
Assets*

Digital
assets arose from our bitcoin investment. Changes in fair value of digital assets reflect gains or losses arising from the remeasurement
of our bitcoin investment based on an exchanged quoted price. Refer to Note 5.

*Warrant
Liability*

Warrant
liability consists of warrants issued by the Company in public offerings, private placements, and forward purchase contracts. As of September
30, 2025 and December 31, 2024, the number of warrants outstanding was 8,046,073 and 8,046,076, respectively, with a weighted-average
exercise price of $11.50. The warrants are exercisable and will expire on September 16, 2027, or earlier upon redemption or liquidation.
All warrants are publicly traded.

*Derivative
Liability*

The
derivative liability relates to the net new shares from the Tether transaction. As of the settlement date on February 7, 2025, the fair
value of the derivative was $174,999,998, determined as the difference between the value of the net new shares based on the settlement
date share price of $12.75 and the forward price of $7.50.

**16.** **Credit and Concentration Risks**

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 and accounts receivable.

The
Company’s cash and cash equivalents 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.

23

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**16.** **Credit and Concentration Risks (Continued)**

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 three and nine months ended September 30, 2025, no single customer represented
10% or more of the Company’s total revenue. For the three and nine months ended September 30, 2024, one customer accounted for
$3,192,053 and $11,671,470, or 13% and 18% of revenue, respectively. As of September 30, 2025 and December 31, 2024, no
single customer represented 10% or more of the total accounts receivable.

**17.** **Related Party Transactions**

The
Company’s related parties include directors, shareholders and key management.

Compensation
to related parties totaled $3,557,939 and $3,595,041 for the three months ended September 30, 2025 and 2024, respectively. Of the total
compensation, the Company paid share-based compensation to key management amounting to $2,845,956 and $2,458,338 for the three months
ended September 30, 2025 and 2024, respectively. Compensation to related parties totaled $17,151,750 and $10,725,648 for the nine months
ended September 30, 2025 and 2024, respectively. Of the total compensation, the Company paid share-based compensation to key management
amounting to $11,816,744 and $7,311,243 for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025
and December 31, 2024, accounts receivable from key management personnel were $1,573,630 and $727,903, respectively.

The
Company has a customer relationship with Tether Operations S.A. de C.V., an affiliate of a significant shareholder of the Company. The
Company recognized revenue of $nil for the three months ended September 30, 2025. The Company recognized revenue of $987,500 for the
nine months ended September 30, 2025. These transactions were conducted in the ordinary course of business and on terms consistent with
those offered to unaffiliated customers.

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 Chris Pavlovski, our Chairman and Chief Executive Officer, and Ryan Milnes,
a member of our board of directors, each of whom holds a significant number of Rumble shares. The Company incurred related party expenses
for these services of $829,617 and $882,605 during the three months ended September 30, 2025 and 2024, respectively. The Company incurred
related party expenses for these services of $2,391,651 and $2,546,215 during the nine months ended September 30, 2025 and 2024, respectively.
Accounts payable and accrued liabilities for personnel services were $273,936 and $249,545 as of September 30, 2025 and December 31,
2024, respectively.

As
discussed in Note 9, on December 20, 2024, the Company entered into support agreements with related parties to ensure that 70,000,000 shares
of Class A Common Stock would be tendered and available for purchase if there were insufficient shares tendered by the public to satisfy
the tender requirements in the Tether Agreement. On February 7, 2025, the Company repurchased 69,938,983 shares of Class A
Common Stock from related parties with whom it had executed support agreements for $7.50 per share.

There
were no other related party transactions during these periods.

24

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**18.** **Segment and Geographic Information**

The
Company operates as one operating segment. The Company’s chief operating decision maker (“CODM”) is its chief executive
officer, who reviews financial information presented on a consolidated basis to make decisions regarding how to allocate resources and
assess performance. The CODM assesses performance and decides how to allocate resources based on net loss and is reported on the consolidated
statements of operations as consolidated net loss. Net loss is used to monitor budget versus actual results in an effort to refine forecasts,
control costs, and pricing strategies. The CODM does not evaluate operating segments using asset information.

The
following presents selected financial information with respect to the Company’s single operating segment:

| Line item | Three months ended September 30 / 2025 | Three months ended September 30 / 2024 | Nine months ended September 30 / 2025 | Nine months ended September 30 / 2024 |
| --- | --- | --- | --- | --- |
| Revenues | $24,762,445 | $25,056,904 | $73,553,866 | $65,259,903 |
| Expenses |  |  |  |  |
| Programming and content | $20,061,029 | $33,914,072 | $65,885,846 | $90,779,580 |
| Other cost of services | 5,158,302 | 4,514,879 | 15,911,966 | 13,169,858 |
| General and administrative | 10,492,008 | 9,710,935 | 38,792,062 | 29,448,330 |
| Research and development | 4,455,354 | 4,650,688 | 14,070,349 | 14,497,709 |
| Sales and marketing | 5,076,937 | 3,955,552 | 16,607,389 | 13,527,043 |
| Acquisition-related transaction costs | 5,236,796 | - | 7,624,901 | - |
| Amortization and depreciation | 3,880,492 | 3,128,242 | 10,775,361 | 9,118,603 |
| Changes in fair value of digital assets | (1,456,388) | - | (4,949,413) | - |
| Changes in fair value of contingent consideration | - | - | - | 1,354,357 |
| Total expenses | 52,904,530 | 57,874,368 | 164,718,461 | 171,895,480 |
| Loss from operations | (28,142,085) | (32,817,464) | (91,164,595) | (106,635,577) |
| Interest income | 2,896,649 | 1,949,898 | 7,979,880 | 6,646,015 |
| Other income (expense) | 46,901 | (304) | (476) | (73,881) |
| Changes in fair value of derivative | - | - | 9,700,000 | - |
| Changes in fair value of warrant liability | 8,936,773 | (756,700) | 24,379,616 | (1,480,395) |
| Loss before income taxes | (16,261,762) | (31,624,570) | (49,105,575) | (101,543,838) |
| Income tax benefit (expense) | - | 85,157 | (31,310) | (66,315) |
| Net loss | $(16,261,762) | $(31,539,413) | $(49,136,885) | $(101,610,153) |

25

Rumble
Inc.

Notes
to the Condensed Consolidated Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

For
the three and nine months ended September 30, 2025 and 2024

**18.** **Segment and Geographic Information (Continued)**

The
following presents revenue by geographic region:

| Line item | Three months ended / September 30 / 2025 | Three months ended / September 30 / 2024 | Nine months ended / September 30 / 2025 | Nine months ended / September 30 / 2024 |
| --- | --- | --- | --- | --- |
| United States | $23,116,540 | $23,583,664 | $67,422,048 | $62,155,441 |
| Canada | 229,141 | 488,490 | 993,779 | 921,473 |
| Other | 1,416,764 | 984,750 | 5,138,039 | 2,182,989 |
|  | $24,762,445 | $25,056,904 | $73,553,866 | $65,259,903 |

The
Company tracks assets by physical location. Long lived assets consists of property and equipment, net, and are shown below:

| Line item | As of September 30, 2025 | As of December 31, 2024 |
| --- | --- | --- |
| United States | $16,376,718 | $16,837,694 |
| Canada | 343,107 | 230,382 |
|  | $16,719,825 | $17,068,076 |

**19.** **Subsequent Events**

On November 10, 2025, the Company signed
a business combination agreement with Northern Data AG (“Northern Data”), a German stock corporation (*Aktiengesellschaft*)
incorporated under the laws of Germany. Subject to the terms and conditions of the agreement, the Company will submit a voluntary public
exchange offer to all shareholders of Northern Data. Each Northern Data stockholder that tenders will receive 2.0281 newly issued Class
A Rumble shares in exchange for each Northern Data share (the “Exchange Ratio”) (with customary settlement mechanisms for
fractional shares).

Tether, along with shareholders affiliated
with Northern Data’s co-CEO and another significant shareholder, collectively representing 72% of the outstanding shares of Northern
Data, have committed to exchange their Northern Data shares at the same Exchange Ratio that applies to the exchange offer, contemporaneously
with the closing of the exchange offer.

The acceptance period is expected to
commence in the second quarter of 2026, and the transaction is expected to close in the second quarter of 2026, subject to satisfaction
of closing conditions and regulatory approvals.

In addition to the business combination,
the Company has entered into a significant GPU agreement with Tether, representing an initial commitment by Tether to purchase up to $150
million of GPU services over a two-year period following the closing of our voluntary public exchange offer for Northern Data.

26

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three and nine months ended September 30, 2025 and 2024

**19.** **Subsequent Events (Continued)**

The Company also announced a $100 million
advertising commitment from Tether ($USDT), representing $50 million per year over a two year period. This commitment is not contingent
upon the completion of the business combination.

The Company’s management reviewed
all material events through November 10, 2025, and there were no material subsequent events other than those disclosed above.

27

**ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

*The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with Rumble Inc.’s
(“Rumble” or the “Company”) unaudited condensed consolidated interim financial statements and the related notes
included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related
notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. This discussion contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors
that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the
sections titled “1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere
in this Quarterly Report and those discussed in our other filings with the SEC. Additionally, our historical results are not necessarily
indicative of the results that may be expected in any future period. Amounts are presented in U.S. dollars.*

**Overview**

We
are a high growth, video sharing and cloud services provider platform designed to help content creators manage, distribute, and monetize
their content by connecting them with brands, publishers, and directly to their subscribers and followers. Our registered office is 444
Gulf of Mexico Drive, Longboat Key, Florida, 34228. Our shares of Class A common stock and warrants are traded on The Nasdaq Global Market
(“Nasdaq”) under the symbols “RUM” and “RUMBW”, respectively.

**Significant
Events and Transactions**

On
December 20, 2024, the Company announced that it had entered into a definitive agreement for a strategic investment of $775 million from
Tether, the largest company in the digital assets industry and the most widely used dollar stablecoin across the world. The transaction
closed on February 7, 2025, with Tether purchasing 103,333,333 shares of Class A common stock at a price per share of $7.50, totaling
$775 million in gross proceeds to Rumble. As part of the closing of the transaction, the Company completed a tender offer to purchase
70,000,000 shares of its Class A common stock at a price of $7.50 per share (the “Tender Offer”) for a total of $525 million,
excluding fees and expenses related to the Tender Offer. The Company will use $250 million of the proceeds, less transaction costs, to
support growth initiatives.

On November 10, 2025, the Company and Northern Data signed a business combination agreement. Refer to Note 19, Subsequent Events, to our
condensed consolidated interim financial statements included elsewhere in this Quarterly Report.

**Revenues**

We
generate revenues from Audience Monetization and Other Initiatives.

Audience
Monetization includes advertising fees on the Rumble platform; subscription fees earned primarily from consumer product offerings such
as Rumble Premium; Locals and badges; revenues generated from content that is licensed by third parties; pay-per-view; and fees from
tipping and platform hosting fees. Advertising fees are generated by delivering digital video and display advertisements as well as cost-per-message-read
advertisements. Digital video and display advertisements are placed on Rumble websites or mobile applications. Customers pay for advertisements
either directly or through relationships with advertising agencies or resellers, based on the number of impressions delivered or the
number of actions, such as clicks or purchases, taken by our users.

Other
Initiatives includes digital advertisements that are placed on Rumble’s network of third-party publisher websites or mobile applications;
and cloud. Cloud includes consumption-based fees, subscriptions for infrastructure and professional services.

Refer
to Note 2, Summary of Significant Accounting Policies, to the Company’s annual consolidated financial statements for the year
ended December 31, 2024 (the “Annual Financial Statements”)

28

**Expenses**

Expenses
primarily include cost of services, general and administrative, research and development, sales and marketing, acquisition-related transaction
costs, amortization and depreciation, change in fair value of digital assets, and changes in fair value of contingent consideration.
The most significant components of our expenses on an ongoing basis are programming and content, service provider costs, and staffing-related
costs.

We
expect to continue to invest substantial resources to support our growth and anticipate that each of the following categories of expenses
will increase in absolute dollar amounts for the foreseeable future.

*Cost
of Services (Exclusive of Amortization and Depreciation)*

Cost
of services consists of costs related to obtaining, supporting and hosting the Company’s product offerings. These costs primarily
include:

- Programming  and content costs related to compensation, including share-based compensation, from whom  video and other content are licensed. These costs are paid to these providers based on revenues  generated or in fixed amounts. In certain circumstances, we incur additional costs related  to incentivizing top content creators to promote and join our platform; and
- Other  cost of services, such as third-party service provider costs, including data center and networking  costs, as well as payment processing fees and costs paid to publishers.

*General
and Administrative Expenses*

General
and administrative expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for
our executives and certain other employees. General and administrative expenses also include legal and professional fees, business insurance
costs, operating lease costs and other costs. As a public company, we expect to continue to incur material costs related to compliance
with applicable laws and regulations, including audit and accounting fees, legal, insurance, investor relations and other costs.

*Research
and Development Expenses*

Research
and development expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our
employees on our engineering and development teams. Research and development expenses also include consultant fees related to our development
activities to originate, develop and enhance our platforms.

*Sales
and Marketing Expenses*

Sales
and marketing expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our
employees associated with our sales and marketing functions. Sales and marketing expenses also include consultant fees and direct marketing
costs related to the promotion of our platforms and solutions. We expect our sales and marketing expenses to increase over time as we
promote our platform and brand, increase marketing activities, and grow domestic and international operations.

*Acquisition-related
Transaction Costs*

Acquisition-related
transaction costs consist of professional fees and other expenses incurred in connection with acquisition-related initiatives.

*Amortization
and Depreciation*

Amortization
and depreciation represent the recognition of costs of assets used in operations, including property and equipment and intangible assets,
over their estimated service lives.

29

*Change
in Fair Value of Digital Assets*

Changes
in fair value of digital assets reflect gains or losses arising from the remeasurement of our bitcoin investment.

*Change
in Fair Value of Contingent Consideration*

Certain
contingent consideration associated with the Callin acquisition does not meet the criteria for equity classification, and must be recorded
as a liability in accordance with guidance contained in ASC 815-40, *Derivatives and Hedging Contracts in Entity’s Own Equity* (“ASC 815-40”). Because the contingent consideration meets the definition of a liability under ASC 815, *Derivatives and
Hedging* (“ASC 815”), it is measured at fair value at inception and at each reporting date in accordance with the guidance
in ASC 820, *Fair Value Measurement* (“ASC 820”), with any subsequent changes in fair value recognized in the consolidated
statement of operations in the applicable period of change

**Non-Operating
Income and Other Items**

*Interest
Income*

Interest
income consists of interest earned on our cash, cash equivalents, and marketable securities. We invest in highly liquid securities such
as money market funds, treasury bills and term deposits.

*Other
Income (Expense)*

Other
income (expense) consists of miscellaneous income earned and expenses incurred outside of the normal course of business as well as foreign
exchange gains and losses on transactions denominated in currencies other than the U.S. dollar.

*Change
in Fair Value of Warrant Liability*

We
account for our outstanding warrants in accordance with ASC 815-40, under which the warrants issued in connection with the Business Combination
do not meet the criteria for equity classification, and must be recorded as liabilities. As these warrants meet the definition of a liability
under ASC 815, they are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, with
any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable period of change.

*Change
in Fair Value of Derivative*

The
forward purchase contracts in connection with the Tether transaction do not meet the criteria for equity classification and must be recorded
as a liability in accordance with guidance contained in ASC 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC
815-40”). Because the derivative meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”),
it is measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement
(“ASC 820”), with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable
period of change.

*Income
Tax (Expense) Benefit*

Income
tax (expense) benefit consists of the estimated federal, state, and foreign income taxes incurred in the U.S. and other jurisdictions
in which we operate.

30

**Key
Business Metrics**

To
analyze our business performance, determine financial forecasts and help develop long-term strategic plans, we review the key business
metrics described below.

*Monthly
Active Users (“MAUs”)*

We
use MAUs as a measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis. MAUs
represent the total web, mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base
calculated from data provided by Google, a third-party analytics provider. Google defines “active users” as the “[n]umber
of distinct users who visited your website or application.”1 We have used the Google analytics systems since we first
began publicly reporting MAU statistics, and the resulting data have not been independently verified.

As
of July 1, 2023, Universal Analytics (“UA”), Google’s analytics platform on which we historically relied for calculating
MAUs using company-set parameters, was phased out by Google and ceased processing data. At that time, Google Analytics 4 (“GA4”)
succeeded UA as Google’s next-generation analytics platform, which has been used to determine MAUs since the third quarter of 2023
and which we expect to continue to use to determine MAUs in future periods. Although Google has disclosed certain information regarding
the transition to GA4,2 Google does not currently make available sufficient information relating to its new GA4 algorithm
for us to determine the full effect of the switch from UA to GA4 on our reported MAUs. Because Google has publicly stated that metrics
in UA “may be more or less similar” to metrics in GA4, and that “[i]t is not unusual for there to be apparent discrepancies”
between the two systems,3 we are unable to determine whether the transition from UA to GA4 has had a positive or negative
effect, or the magnitude of such effect, if any, on our reported MAUs. It is therefore possible that MAUs that we reported based on the
UA methodology (“MAUs (UA)”) for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4
methodology (“MAUs (GA4)”) in subsequent periods.

MAUs
(GA4) represent the total web, mobile app, and connected TV users of Rumble for each month,4 which allows us to measure our
total user base calculated from data provided by Google.5 Connected TV users were not counted within MAUs within MAUs (UA)
for periods prior to July 1, 2023, and we believe the number of such users was immaterial in those prior periods. We also believe that
fewer than 1 million MAUs in the current period are from connected TV, making them similarly immaterial. Google’s parameters for
measuring “active users” appear to exclude many, but not all, users who access content on Rumble through “embedded”
videos on domains other than rumble.com, and we are unable to determine the exact number of users who access “embedded” content
within our total number of MAUs. In addition, MAUs (GA4) may rely on statistical sampling and may be based on estimates of data that
Google is missing “due to factors such as cookie consent.”6 In general, the implementation of a cookie consent
banner, which is required under the laws of certain jurisdictions, may disproportionately affect certain user demographics or geographic
regions, potentially leading to uneven reporting of MAUs.

As
with our earlier MAU reporting, there is a potential for minor overlap in the resulting data due to users who access Rumble’s content
through the web, our mobile apps, and connected TVs in a given measurement period; however, given that we believe this minor overlap
to be immaterial, we do not separately track or report “unique users” as distinct from MAUs. Our reported MAUs have not historically
included users of Locals. However, starting in mid-May 2024, Locals users began using Rumble’s single sign-on technology to access
their accounts, which we expect will reduce the number of Locals users not included in our MAU reporting. We also do not separately report
the number of users who register for accounts in any given period, which is different from MAUs.

1 Google, “[UA→GA4] Comparing Metrics: Google Analytics 4 vs. Universal Analytics, https://support.google.com/analytics/answer/11986666#zippy=%2Cin-this-article (last accessed Oct. 8, 2025) [hereinafter: “Google, Comparing Metrics.”] (providing the technical criteria Google uses to calculate active users).

2 *Id*.

3 *Id*.

4 During the measurement period, Rumble was available on the following connected TV systems: Roku, Android TV, Amazon Fire, LG, and Samsung TVs.

5 Google provides additional information on its definition of an “active user,” *see* Google, Comparing Metrics.

6 According to the GA4 dashboard, “[a]s of August 26, 2023, Analytics is estimating data that’s missing due to factors such as cookie consent.”

31

Like
many other major online platforms, we rely on significant paid advertising in order to attract users to our platform; however, we cannot
be certain that all or substantially all activity that results from such advertising is genuine. Spam activity, including inauthentic
and fraudulent user activity, if undetected, may contribute to some amount of overstatement of our performance indicators, including
reporting of MAUs by Google. We continually seek to improve our ability to estimate the total number of spam-generated users, and we
eliminate material activity that is substantially likely to be spam from the calculation of our MAUs. We will not, however, succeed in
identifying and removing all spam.

Our
MAUs (GA4) were 47 million on average in the third quarter of 2025, a decrease of 8% from the second quarter of 2025. We believe that
the decrease continues to be in part the result of a slowdown of news and political commentary outside of a U.S. election cycle, combined
with seasonality related to content creators who do not create content during the summer months.

*Average
Revenue Per User (“ARPU”)*

We
use ARPU as a measure of our ability to monetize our user base. Quarterly ARPU is calculated as quarterly Audience Monetization revenue
divided by MAUs for the relevant quarter (as reported by Google Analytics). ARPU does not include Other Initiatives revenue.

ARPU
was $0.45 in the third quarter of 2025, an increase of 7% from the second quarter of 2025. The increase from the second quarter of 2025
is attributable to similar audience monetization revenue that came from fewer MAUs.

32

We
regularly review, have adjusted in the past, and may in the future adjust our processes for calculating our key business metrics to improve
their accuracy, including through the application of new data or technologies or product changes that may allow us to identify previously
undetected spam activity. As a result of such adjustments, our key business metrics may not be comparable period-over-period.

**Results
of Operations**

The
following table sets forth our results of operations data for the periods presented:

***Comparisons
for three months ended September 30, 2025 and 2024:***

The
following table sets forth our unaudited condensed consolidated interim statements of operations for the three months ended September
30, 2025 and 2024 and the dollar and percentage change between the two periods:

| For the three months ended September 30, | 2025 | 2024 | Variance ($) | Variance (%) |
| --- | --- | --- | --- | --- |
| Revenues | $24,762,445 | $25,056,904 | $(294,459) | (1 |
| Expenses |  |  |  |  |
| Cost of services (content, hosting and other) | $25,219,331 | $36,428,951 | $(11,209,620) | (31 |
| General and administrative | 10,492,008 | 9,710,935 | 781,073 | 8% |
| Research and development | 4,455,354 | 4,650,688 | (195,334) | (4 |
| Sales and marketing | 5,076,937 | 3,955,552 | 1,121,385 | 28% |
| Acquisition-related transaction costs | 5,236,796 | - | 5,236,796 | *NM |
| Amortization and depreciation | 3,880,492 | 3,128,242 | 752,250 | 24% |
| Changes in fair value of digital assets | (1,456,388) | - | (1,456,388) | *NM |
| Total expenses | 52,904,530 | 57,874,368 | (4,969,838) | (9 |
| Loss from operations | (28,142,085) | (32,817,464) | 4,675,379 | (14 |
| Interest income | 2,896,649 | 1,949,898 | 946,751 | 49% |
| Other income (expense) | 46,901 | (304) | 47,205 | (15,528 |
| Change in fair value of warrant liability | 8,936,773 | (756,700) | 9,693,473 | (1,281 |
| Loss before income taxes | (16,261,762) | (31,624,570) | 15,362,808 | (49 |
| Income tax expense | - | 85,157 | (85,157) | (100 |
| Net loss | $(16,261,762) | $(31,539,413) | $15,277,651 | (48 |

\* NM - Percentage change not meaningful.

33

*Revenues*

Revenues
decreased by $0.3 million to $24.8 million in the three months ended September 30, 2025 compared to the three months ended September
30, 2024, of which $0.5 million was attributable to a reduction in Audience Monetization revenues, offset by a $0.2 million increase
in Other Initiatives revenues. The decrease in Audience Monetization revenues was due to a $4.9 million reduction in advertising revenue,
offset by a $3.7 million increase in subscription fees as well as $0.7 million from licensing, tipping fees, and platform hosting fees.
We are continuing to see progress in the uptake of new brands, but we are still at the early stages of that process. The increase in
Other Initiatives revenue was due to a $0.1 million increase in cloud services offered and a $0.1 million increase in advertising inventory
being monetized by our publisher network.

*Cost
of Services*

Cost
of services decreased by $11.2 million to $25.2 million in the three months ended September 30, 2025 compared to the three months ended
September 30, 2024. The decrease was due to a reduction in programming and content costs of $11.9 million, offset by an increase in other
costs of services of $0.7 million.

*General
and Administrative Expenses*

General
and administrative expenses increased by $0.8 million to $10.5 million in the three months ended September 30, 2025 compared to the three
months ended September 30, 2024. The increase was driven by a $1.2 million rise in administrative expenses, reflecting higher professional
fees and other administrative services, offset by a decrease in payroll and related expenses of $0.4 million.

*Research
and Development Expenses*

Research
and development expenses decreased by $0.2 million to $4.5 million in the three months ended September 30, 2025 compared to the three
months ended September 30, 2024. The decrease resulted from a $0.2 million in costs associated with computer software, hardware, and
other expenditures used in research and development-related activities.

*Sales
and Marketing Expenses*

Sales
and marketing expenses increased by $1.1 million to $5.1 million in the three months ended September 30, 2025 compared to the three months
ended September 30, 2024. The increase was due to a rise in marketing and public relations activities of $0.9 million and an increase
in payroll and related expenses of $0.2 million.

*Acquisition-related
Transaction Costs*

Acquisition-related
transaction costs increased by $5.2 million to $5.2 million in the three months ended September 30, 2025 compared to the three months
ended September 30, 2024. The increase was driven by professional fees and other expenses incurred in connection with acquisition-related
initiatives. These costs reflect the Company’s continued evaluation of strategic opportunities to support growth.

*Amortization
and Depreciation*

Amortization
and depreciation increased by $0.8 million to $3.9 million in the three months ended September 30, 2025 compared to the three months
ended September 30, 2024. The increase was due to an increase of $0.3 million from depreciation on our property and equipment as we continue
to build out our infrastructure, as well as an increase in amortization from intangible assets of $0.5 million.

34

*Change
in Fair Value of Digital Assets*

Change
in fair value of digital assets expense decreased by $1.5 million to $1.5 million, resulting in a gain of $1.5 million for the three
months ended September 30, 2025 compared to the three months ended September 30, 2024. The change in fair value of digital assets reflects
the remeasurement of our Bitcoin investment to its fair value at each reporting period. There were no investments in Bitcoin during the
three months ended September 30, 2024.

*Interest
Income*

Interest
income increased by $0.9 million to $2.9 million in the three months ended September 30, 2025 compared to the three months ended September
30, 2024. The increase was due to the Company’s investment in money market funds, treasury bills and term deposits.

*Other
Income (Expense)*

Other
income increased by $47.2 thousand to $46.9 thousand for the three months ended September 30, 2025 compared to the three months ended
September 30, 2024. The increase was driven by foreign currency rate fluctuations, as the majority of our cash balance was held in U.S.
dollars, our functional currency, as of September 30, 2025.

*Change
in Fair Value of Warrant Liability*

Change
in fair value of warrant liability increased by $9.7 million, resulting in a gain of $8.9 million in the three months ended September
30, 2025. The warrant liability arose in connection with the warrants offered as part of the Business Combination. As these warrants
meet the classification of a financial liability in accordance with ASC 815-40, the related warrant liability is measured at its fair
value, determined in accordance with ASC 820, at each reporting period. The fair value of this warrant liability was measured using the
fair value of the Company’s warrants listed on the Nasdaq. The decrease in the change in fair value of warrant liability is directly
attributable to changes in the trading price of Rumble’s warrants.

*Income
Tax Expense*

Income
tax expense decreased by $85.2 thousand to $nil in the three months ended September 30, 2025 compared to the three months ended September
30, 2024.

35

***Comparisons
for nine months ended September 30, 2025 and 2024:***

The
following table sets forth our unaudited condensed consolidated interim statements of operations for the nine months ended September
30, 2025 and 2024 and the dollar and percentage change between the two periods:

| For the nine months ended September 30, | 2025 | 2024 | Variance ($) | Variance (%) |
| --- | --- | --- | --- | --- |
| Revenues | $73,553,866 | $65,259,903 | $8,293,963 | 13% |
| Expenses |  |  |  |  |
| Cost of services (content, hosting and other) | $81,797,812 | $103,949,438 | $(22,151,626) | (21 |
| General and administrative | 38,792,062 | 29,448,330 | 9,343,732 | 32% |
| Research and development | 14,070,349 | 14,497,709 | (427,360) | (3 |
| Sales and marketing | 16,607,389 | 13,527,043 | 3,080,346 | 23% |
| Acquisition-related transaction costs | 7,624,901 | - | 7,624,901 | *NM |
| Amortization and depreciation | 10,775,361 | 9,118,603 | 1,656,758 | 18% |
| Changes in fair value of digital assets | (4,949,413) | - | (4,949,413) | *NM |
| Changes in fair value of contingent consideration | - | 1,354,357 | (1,354,357) | (100 |
| Total expenses | 164,718,461 | 171,895,480 | (7,177,019) | (4 |
| Loss from operations | (91,164,595) | (106,635,577) | 15,470,982 | (15 |
| Interest income | 7,979,880 | 6,646,015 | 1,333,865 | 20% |
| Other expense | (476) | (73,881) | 73,405 | (99 |
| Change in fair value of warrant liability | 24,379,616 | (1,480,395) | 25,860,011 | (1,747 |
| Change in fair value of derivative | 9,700,000 | - | 9,700,000 | *NM |
| Loss before income taxes | (49,105,575) | (101,543,838) | 52,438,263 | (52 |
| Income tax expense | (31,310) | (66,315) | 35,005 | (53 |
| Net loss | $(49,136,885) | $(101,610,153) | $52,473,268 | (52 |

\* NM - Percentage change not  meaningful.

*Revenues*

Revenues
increased by $8.3 million to $73.6 million in the nine months ended September 30, 2025 compared to the nine months ended September 30,
2024, of which $5.8 million was attributable to an increase in Audience Monetization revenues, in addition to higher Other Initiatives
revenues of $2.5 million. The increase in Audience Monetization revenues was driven by $11.8 million in higher subscription fees and
$2.5 million from licensing, tipping fees, and platform hosting fees, offset by an $8.5 million decrease in advertising. We are continuing
to see progress in the uptake of new brands, but we are still at the early stages of that process. The increase in Other Initiative revenue
was due to a $1.2 million increase in cloud services offered and a $1.3 million increase in advertising inventory being monetized by
our publisher network.

*Cost
of Services*

Cost
of services decreased by $22.2 million to $81.8 million in the nine months ended September 30, 2025 compared to the nine months ended
September 30, 2024. The decrease was due to a reduction in programming and content costs of $25.1 million, offset by an increase in other
costs of services of $2.9 million.

*General
and Administrative Expenses*

General
and administrative expenses increased by $9.3 million to $38.8 million in the nine months ended September 30, 2025 compared to the nine
months ended September 30, 2024. The increase was due to an increase of $5.4 million in payroll and related expenses and $3.9 million
in other administrative expenses. The increase in payroll and related expense is driven by: a one-time $4.8 million increase in compensation
costs related to the departures of an executive and director; a one-time $2.3 million increase in payroll taxes associated with stock
options exercised related to the tender offer stemming from the strategic investment from Tether; and an increase in share-based compensation
related to previously and newly granted restricted stock units and stock options for certain employees and executives; offset by a $2.3
million decrease in share-based compensation related to the recognition of contingent shares issued in connection with the Callin acquisition
that were accounted for as a post-combination expense. The increase in other administrative expenses of $3.9 million was due to a rise
in expenses related to public company-related costs, including legal, accounting, and other administrative services.

36

*Research
and Development Expenses*

Research
and development expenses decreased by $0.4 million to $14.1 million in the nine months ended September 30, 2025 compared to the
nine months ended September 30, 2024. The decrease resulted from a $0.6 million reduction in costs associated with computer software,
hardware, and other expenditures used in research and development-related activities, offset by an increase in payroll and related expenses
of $0.2 million.

*Sales
and Marketing Expenses*

Sales
and marketing expenses increased by $3.1 million to $16.6 million in the nine months ended September 30, 2025 compared to the nine months
ended September 30, 2024. The increase was due to a rise in marketing and public relations activities of $2.7 million and an increase
in payroll and related expenses of $1.0 million, offset by a reduction in consulting services of $0.6 million.

*Acquisition-related
Transaction Costs*

Acquisition-related
transaction costs increased by $7.6 million to $7.6 million in the nine months ended September 30, 2025 compared to the nine months ended
September 30, 2024. The increase was primarily driven by professional fees and other expenses incurred in connection with acquisition-related
initiatives. These costs reflect the Company’s continued evaluation of strategic opportunities to support growth.

*Amortization
and Depreciation*

Amortization
and depreciation increased by $1.7 million to $10.8 million in the nine months ended September 30, 2025 compared to the nine months ended
September 30, 2024. The increase was due to an increase of $1.3 million from depreciation on our property and equipment as we continue
to build out our infrastructure, as well as an increase in amortization from intangible assets of $0.4 million.

*Change
in Fair Value of Digital Assets*

Change
in fair value of digital assets expense decreased by $4.9 million to $4.9 million for the nine months ended September 30, 2025 compared
to the nine months ended September 30, 2024. The change in fair value of digital assets reflects the remeasurement of our Bitcoin investment
to its fair value at each reporting period. There were no investments in Bitcoin during the nine months ended September 30, 2024.

*Change
in Fair Value of Contingent Consideration*

Change
in fair value of contingent consideration decreased by $1.4 million to $nil for the nine months ended September 30, 2025. The contingent
consideration liability arose in connection with the Callin acquisition and the fair value of this contingent consideration was measured
using the fair value of the expected number of shares to be issued and the Company’s share price at closing. The change in fair
value of contingent consideration for the nine months ended September 30, 2025 was directly attributable to changes in the Company’s
share price since the closing and the probability of contingencies being met. No comparable change occurred following the derecognition
and reclassification of the contingent consideration to equity on May 15, 2024.

*Interest
Income*

Interest
income increased by $1.3 million to $8.0 million in the nine months ended September 30, 2025 compared to the nine months ended September
30, 2024. The increase was due to the Company’s investment in money market funds, treasury bills and term deposits.

37

*Other
Expense*

Other
expenses decreased by $73.4 thousand to an immaterial amount for the nine months ended September 30, 2025 compared to the nine months
ended September 30, 2024. The decrease was driven by foreign currency rate fluctuations, as the majority of our cash balance was held
in U.S. dollars, our functional currency, as of September 30, 2025.

*Change
in Fair Value of Warrant Liability*

Change
in fair value of warrant liability increased by $25.9 million, resulting in a gain of $24.4 million in the nine months ended September
30, 2025. The warrant liability arose in connection with the warrants offered as part of the Business Combination. As these warrants
meet the classification of a financial liability in accordance with ASC 815-40, the related warrant liability is measured at its fair
value, determined in accordance with ASC 820, at each reporting period. The fair value of this warrant liability was measured using the
fair value of the Company’s warrants listed on the Nasdaq. The increase in the change in fair value of warrant liability is directly
attributable to changes in the trading price of Rumble’s warrants.

*Change
in Fair Value of Derivative*

Change
in fair value of derivative increased by $9.7 million, resulting in a gain of $9.7 million in the nine months ended September 30, 2025.
The derivative arose in connection with the forward purchase contracts related to the Tether transaction. As the forward purchase contracts
meet the classification of a financial liability in accordance with ASC 815-40, the related derivative is measured at its fair value,
determined in accordance with ASC 820, at each reporting period. The fair value of this forward purchase contract was measured using
a Monte Carlo simulation methodology that includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing
model. The increase relates to the revaluation of the forward purchase contracts in connection with the Tether transaction.

*Income
Tax Expense*

Income
tax expense decreased by $35.0 thousand to $31.3 thousand in the nine months ended September 30, 2025 compared to the nine months ended
September 30, 2024.

**Liquidity
and Capital Resources**

Our
principal sources of liquidity are cash generated from operating activities and funds previously raised. The primary short-term requirements
for liquidity and capital are to fund general working capital and capital expenditures.

As
of September 30, 2025, our cash and cash equivalents balance was $269.8 million. Cash and cash equivalents consist of cash on deposit
with banks and amounts held in money market funds, treasury bills, and term deposits.

As
of September 30, 2025, our digital asset holdings were valued at $24.0 million and consisted of 210.82 bitcoin. Our corporate treasury
diversification strategy of allocating a portion of the Company’s excess cash reserves to bitcoin emphasizes our belief in bitcoin
as a valuable tool for strategic planning and is designed to accelerate the Company’s expansion into cryptocurrency.

As
we have consistently stated, we are using a substantial portion of funds to acquire content by providing economic incentives to a small
number of content creators. As of September 30, 2025, we are party to programming and content agreements with a minimum contractual cash
commitment of $32 million. A significant amount of these minimum contractual cash commitments will be paid over 12 to 36 months, commencing
in 2025.

38

The
following table presents a summary of the unaudited condensed consolidated interim statement of cash flows for the nine months ended
September 30, 2025 and 2024:

| Net cash provided by (used in): | Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | Variance ($) |
| --- | --- | --- | --- |
| Operating activities | $(41,004,032) | $(74,652,655) | $33,648,623 |
| Investing activities | (22,894,527) | (11,281,908) | (11,612,619) |
| Financing activities | 219,636,809 | (1,619,412) | 221,256,222 |

*Operating
Activities*

Net
cash used in operating activities for the nine months ended September 30, 2025 primarily consisted of net loss adjusted for certain non-cash
items, including $39.0 million in gains from the changes in fair value of warrants, derivatives and digital assets, partially offset
by a $19.5 million change in share-based compensation, $10.8 million in changes in amortization and depreciation, $1.3 million in changes
in trade and barter revenue and expense, as well as changes in operating assets and liabilities. The decrease in net cash used in operating
activities during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was due to changes in
net loss adjusted for certain non-cash items, offset in part by changes in operating assets and liabilities.

*Investing
Activities*

Net
cash used in investing activities for the nine months ended September 30, 2025 consisted of $19.1 million in purchases of digital assets
and $3.8 million in purchases of property plant and equipment and intellectual property. The increase in net cash used in investing activities
during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was due to the investment in digital
assets, offset by a decrease in purchases of property, equipment and intangible assets. Additionally, the cash paid to non-accredited
investors related to the Callin acquisition and cash paid in connection with the North River acquisition in the nine months ended September
30, 2024 contributed to the decrease in net cash used in investing activities.

*Financing
Activities*

Net
cash provided by financing activities for the nine months ended September 30, 2025 consisted of the issuance of $775.0 million in shares
of Class A Common Stock and a corresponding $525.0 million share repurchase completed in connection with the tender offer, both related
to the strategic investment from Tether. The transaction incurred $29.4 million in share issuance costs. Additionally, the net cash provided
by financing activities includes $2.3 million from proceeds related to stock options exercised and employee stock purchase plan contributions,
offset by $3.3 million in taxes paid from the net share settlement of share-based compensation. The increase in net cash provided by
financing activities compared to the nine months ended September 30, 2024 was due to the proceeds from the strategic investment from
Tether as well as the proceeds from stock options exercised and employee stock purchase plan contributions. These inflows were partially
offset by the share repurchases in connection with the tender offer and taxes paid from the net share settlement of share-based compensation.

**Summary
of Quarterly Results**

Information
for the most recent quarters presented are as follows:

| Line item | Sep 30, 2025 | June 30, 2025 | Mar 31, 2025 | Dec 31, 2024 |
| --- | --- | --- | --- | --- |
| Total revenue | $24,762,445 | $25,084,631 | $23,706,790 | $30,228,287 |
| Net loss | $(16,261,762) | $(30,224,930) | $(2,650,193) | $(236,752,626) |

| Line item | Sep 30, 2024 | Jun 30, 2024 | Mar 31, 2024 | Dec 31, 2023 |
| --- | --- | --- | --- | --- |
| Total revenue | $25,056,904 | $22,469,543 | $17,733,456 | $20,391,872 |
| Net loss | $(31,539,413) | $(26,780,700) | $(43,290,040) | $(29,277,227) |

39

**Non-GAAP
Financial Measures**

To
supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial
measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may
be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding
of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented
in accordance with GAAP. We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net income (loss) excluding interest
income (expense), net, other income (expense), net, provision for income taxes, depreciation and amortization, share-based compensation
expense, acquisition-related transaction costs, change in fair value of warrants, change in fair value of digital assets, change in fair
value of contingent consideration, and change in the fair value of derivative. The Company’s management believes that it is important
to consider Adjusted EBITDA, in addition to net income (loss), as it helps identify trends in our business that could otherwise be masked
by the effect of the gains and losses that are included in net income (loss) but excluded from Adjusted EBITDA.

Adjusted
EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There
are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest GAAP equivalent. As a result
of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss)
and our other financial results presented in accordance with GAAP. The following table presents a reconciliation of net income (loss),
the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA:

**Reconciliation
of Adjusted EBITDA**

| Line item | Three months ended September 30, 2025 | Three months ended September 30, 2024 | Nine months ended September 30, 2025 | Nine months ended September 30, 2024 |
| --- | --- | --- | --- | --- |
| Net loss | $(16,261,762) | $(31,539,413) | $(49,136,885) | $(101,610,153) |
| Adjustments: |  |  |  |  |
| Amortization and depreciation | 3,880,492 | 3,128,242 | 10,775,361 | 9,118,603 |
| Share-based compensation expense | 5,383,691 | 6,157,765 | 19,447,788 | 17,478,041 |
| Interest income | (2,896,649) | (1,949,898) | (7,979,880) | (6,646,015) |
| Other (income) expense | (46,901) | 304 | 476 | 73,881 |
| Income tax (benefit) expense | - | (85,157) | 31,310 | 66,315 |
| Change in fair value of warrants liability | (8,936,773) | 756,700 | (24,379,616) | 1,480,395 |
| Change in fair value of digital assets | (1,456,388) | - | (4,949,413) | - |
| Change in fair value of contingent consideration | - | - | - | 1,354,357 |
| Change in fair value of derivative | - | - | (9,700,000) | - |
| Acquisition-related transaction costs | 5,236,796 | - | 7,624,901 | - |
| Adjusted EBITDA | $(15,097,494) | $(23,531,457) | $(58,265,958) | $(78,684,576) |

**Critical
Accounting Policies and Estimates**

We
prepare our unaudited condensed consolidated interim financial statements in accordance with accounting principles generally accepted
in the United States of America. The preparation of the unaudited condensed consolidated interim financial statements also requires
us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related
disclosures. We evaluate our estimates on a continuous basis. We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management.
To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial
condition, results of operations and cash flows will be affected.

40

We
believe that the following key accounting policies require significant judgments and estimates used in the preparation of our unaudited
condensed consolidated interim financial statements. Critical accounting policies and estimates are those that we consider the most important
to the portrayal of our financial condition and results of operations because they require our most difficult, subjective or complex
judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. Accordingly, we
believe that these are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.

For
further information on the summary of significant accounting policies and the effect on our unaudited condensed consolidated interim
financial statements, see Note 2, Summary of Significant Accounting Policies, to the Annual Financial Statements.

***Share-based
Compensation***

The
Company issues equity awards such as stock options and restricted stock units to certain of its employees, directors, officers and consultants.
We account for equity awards by recognizing the fair value of share-based compensation expense on a straight-line basis over the service
period of the award.

For
equity awards with a service condition, the fair value is estimated on the grant date using the Black-Scholes option pricing model, which
takes into account the following inputs: stock price, expected term, volatility, and risk-free interest rate.

For
equity awards with a market condition, the fair value is estimated on the grant date using a Monte Carlo simulation methodology that
includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. Changes in the estimated inputs
or using other option valuation methods may result in materially different option values and share-based compensation expense.

For
equity awards with a performance condition, the Company assesses the likelihood of the performance condition underlying an award being
met and recognizes a share-based compensation expense associated with that award only if it is probable the performance condition will
be met. Where the performance condition underlying an award is a change in control, the Company considers the performance condition to
be probable only when it occurs.

***Income
Taxes***

The
Company is subject to income taxes in the United States and other foreign jurisdictions. Significant judgment is required in determining
our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting
principles and complex tax laws.

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 income tax positions. The Company reviews its nexus in various tax jurisdictions
and the Company’s tax positions related to all open tax years for events that could change the status of its tax liability, if
any, or require an additional liability to be recorded. Such events may be the resolution of issues raised by a taxing authority, expiration
of the statute of limitations for a prior open tax year or new transactions for which a tax position may be deemed to be uncertain. Those
positions, for which management’s assessment is that there is more than a 50 percent probability of sustaining the position
upon challenge by a taxing authority based upon its technical merits, are subjected to the measurement criteria.

41

***Trade
and Barter Transactions***

The
Company engages in trade and barter transactions whereby the Company and its counterparty exchange media campaigns or other promotional
services. The Company reviews each transaction to ensure the advertising it receives has economic substance and records revenue in an
amount equal to the fair value of the products and services received unless this is not reasonable to estimate, in which case the consideration
is measured based on the standalone selling price of the advertising inventory promised or delivered to the customer. Trade and barter
revenue is recognized when the performance obligation is fulfilled and follows the same pattern of recognition as the Company’s
normal advertising revenue. Trade and barter expense is recorded when goods or services are consumed. The trade and barter expense is
recorded in sales and marketing expenses in the unaudited condensed consolidated interim statements of operations.

***Arrangement
to Sell Shares to Tether (Unit of Account)***

The
Company applied judgment in determining whether the support agreements and agreement to sell shares to Tether were a single unit or multiple
units of account. Given that the agreements were entered into contemporaneously and in contemplation of one another, the closing of the
support agreements was contingent on the close of the sale of shares to Tether, and the agreements relate to the same underlying risk
(the price risk of the Company’s shares), the Company determined that the overall arrangement was one unit of account. As a result,
the arrangement is accounted for as a derivative, initially and subsequently measured at fair value with changes through net loss. See
Note 15 for information regarding the estimation of the fair value of the derivative.

**New
Accounting Pronouncements**

See
Note 2, Summary of Significant Accounting Policies, to our Annual Financial Statements for the years ended December 31, 2024 and
2023.

**JOBS
Act Accounting Election**

We
are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised
accounting standards until such time as those standards apply to private companies. We intend to elect to adopt new or revised accounting
standards under private company adoption timelines. Accordingly, the timing of our adoption of new or revised accounting standards will
not be the same as other public companies that are not emerging growth companies or that have opted out of using such extended transition
period and our financial statements may not be comparable to the financial statements of public companies that comply with such new or
revised accounting standards.

42

**ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

We
are exposed to certain market risks as part of our ongoing business operations.

*Credit
and Concentration Risk*

We
are exposed to credit risk on our cash, cash equivalents, and accounts receivable. We place cash and cash equivalents with financial
institutions with high credit standing, and we place excess cash in money market funds, treasury bills, and term deposits. We are exposed
to credit risk on our accounts receivable in the event of default by a customer. We bill our customers under customary payment terms
and review customers for their creditworthiness. The term between invoicing and payment due date is not significant. For the three and
nine months ended September 30, 2025, no single customer represented 10% or more of the Company’s total revenue. For the three
and nine months ended September 30, 2024, one customer accounted for $3,192,053 and $11,671,470 or 13% and 18% of
revenue, respectively. As of September 30, 2025 and December 31, 2024, no single customer represented 10% or more of the total accounts
receivable.

*Interest
Rate Risk*

We
are exposed to interest rate risk on our cash and cash equivalents. As of September 30, 2025, we had cash and cash equivalents of $269.8 million,
consisting of investments in money market funds, treasury bills, and term deposits for which the fair market value would be affected
by changes in the general level of interest rates. However, due to the short-term maturities and the low-risk profile of our investments,
an immediate 10% change in interest rates would not have a material effect on the fair market value of our cash, cash equivalents and
marketable securities.

43

## Item 3.
Defaults Upon Senior Securities.**

Not
applicable.

## Item 4. Control and Procedures

**ITEM
4. CONTROLS AND PROCEDURES**

*Evaluation
of Disclosure Controls and Procedures*

Our
management, with the participation of our principal executive officer and principal financial officer, have reviewed and evaluated the
effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report. Based
on this review and evaluation, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure
controls and procedures were effective to ensure that information required by us in reports that we file or submit under the Exchange
Act is (i) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and (ii) accumulated
and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely
decisions regarding required disclosure.

*Changes
in Internal Controls over Financial Reporting*

There
were no changes in our internal control over financial reporting during the period covered by this Quarterly Report that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As
previously reported in our Annual Report on Form 10-K, we identified material weaknesses in our internal control over financial reporting
as of December 31, 2024, corresponding to the control activities component of internal control under the COSO Framework. Specifically,
we did not adequately design certain key controls at a sufficient level of precision, including account reconciliation, to address relevant
financial reporting risks including inadequate design of procedures to ensure completeness and accuracy of the accounting for content
creator agreements, and associated assets, liabilities and expenses. See Item 9A “Controls and Procedures” of the Annual
Report on Form 10-K for further information. We and our Board of Directors are committed to maintaining a strong internal control environment.
Management, with the oversight of the audit committee of our Board of Directors have evaluated the material weaknesses and have implemented
a remediation plan to address the material weaknesses and enhance our control environment. To date, we have taken and are continuing
to take steps to strengthen our internal control over financial reporting through the continued hiring of additional appropriately skilled
finance and accounting personnel with the requisite technical knowledge and skills. With the additional skilled personnel, we are taking
appropriate and reasonable steps to remediate these material weaknesses through formalization of accounting policies and controls around
content creator agreements, and retention of external accounting advisors for complex accounting transactions. We will not be able to
fully remediate material weaknesses until these steps have been completed and have been operating effectively for a sufficient period
of time.

44

**PART
II - OTHER INFORMATION**

**ITEM
1. LEGAL PROCEEDINGS.**

We
are, and from time to time may become, involved in various legal proceedings arising in the normal course of our business activities,
such as copyright infringement and tort claims arising from user-uploaded content, patent infringement claims, breach of contract claims,
government demands, putative class actions based upon consumer protection or privacy laws and other matters. The amounts that may be
recovered in such matters may be subject to insurance coverage.

In
January 2021, we filed an antitrust lawsuit against Google in the U.S. District Court for the Northern District of California, alleging
that Google unlawfully gives an advantage to its YouTube platform over Rumble in search engine results and in the mobile phone market.
The court heard argument on Google’s motion for summary judgment in February 2025. The trial was scheduled for July 7, 2025. On
May 21, 2025, the court granted Google’s motion for summary judgment on statute of limitations grounds and dismissed the case.
The Company has filed a notice of appeal to the U.S. Court of Appeals for the Ninth Circuit. The Company’s appeal brief was filed
on September 10, 2025. Google’s opposition brief [is due November 10, 2025] and the Company’s reply is due December 1, 2025.

In
addition, in May 2024, we filed a second antitrust lawsuit against Google in the U.S. District Court for the Northern District of California
related to Google’s monopolization of the online advertising market. This lawsuit is separate and distinct from the self-preferencing
lawsuit filed in January 2021. In August 2024, we filed an amended complaint, and in September 2024, Google filed a motion to dismiss.
In December 2024, the U.S. Judicial Panel on Multidistrict Litigation (JPML) transferred the case to the existing proceeding, In re:
Google Digital Advertising Antitrust Litigation (JPML No. 3010). After common questions of fact are resolved in the Multidistrict Litigation
proceeding, this case would be transferred back to the Northern District of California for trial. A second amended complaint was filed
in April 2025. Google sought leave to file a motion to dismiss, which motion was filed on August 1, 2025. The Company’s response
to such motion to dismiss was filed on October 3, 2025.

In
January 2022, we received notification of a lawsuit filed by Kosmayer Investment Inc. (“KII”) against Rumble and Mr. Pavlovski
in the Ontario Superior Court of Justice, alleging fraudulent misrepresentation in connection with KII’s decision to redeem its
shares of Rumble in August 2020. KII is seeking rescission of such redemption such that, following such rescission, KII would own 20%
of the issued and outstanding shares of Rumble or, in the alternative, damages for the lost value of the redeemed shares, which KII has
alleged to be worth $419.0 million (based on the value ascribed to the shares of Rumble in the Business Combination), together with other
damages including punitive damages and costs. Although we believe that the allegations are meritless and intend to vigorously defend
against them, the result or impact of such claims is uncertain, and could result in, among other things, damages, and/or awards of attorneys’
fees or expenses. A mediation session was held in April 2025. No settlement was reached. The case remains in discovery.

Along
with co-plaintiff Eugene Volokh, in December 2022, we filed a lawsuit in the U.S. District Court for the Southern District of New York
to block the enforcement of New York State’s Social Media Law. In February 2023, the court granted our motion for a preliminary
injunction, halting enforcement of the law. The New York Attorney General appealed that decision to the U.S. Court of Appeals for the
Second Circuit. In a 2-1 decision, the court held that if the law were interpreted our way, it would be unconstitutional; that said,
they believe a different interpretation of the law is possible and have certified the questions to state high court to interpret the
law, putting off federal appellate ruling on constitutionality. The injunction remains in place while the state court reviews.

In
August 2024, we filed an antitrust lawsuit in the U.S. District Court for the Northern District of Texas against the World Federation
of Advertisers, WPP plc, and GroupM Worldwide LLC alleging a conspiracy to withhold advertising revenue from Rumble and other digital
media platforms. The lawsuit seeks a declaration that the defendants’ conduct is illegal, a permanent injunction against the conduct,
damages, interest, and legal fees, among other relief. In September 2024, we filed an amended complaint, which added Diageo plc as a
defendant. The defendants filed a motion to dismiss on February 21, 2025. Our answer was filed on April 15, 2025, and the defendants’
response was filed on June 17, 2025. GroupM subsequently filed a motion to transfer the case to the U.S. District Court for the Southern
District of New York. On August 13, 2025, the court granted the defendants’ motion to dismiss on the grounds of lack of personal
jurisdiction.

45

In
October 2024, plaintiff David Stebbins filed a lawsuit in the U.S. District Court for the District of Delaware naming Rumble and an unaffiliated
entity doing business as “The Specter Report” as defendants. Mr. Stebbins, who is not represented by counsel, alleges six
counts of copyright infringement and one count of slander and seeks injunctive relief and $900,000 in damages from Rumble. We have not
yet been formally served with the lawsuit and believe that the allegations are meritless. The court dismissed the case against the Company
in May 2025. The plaintiff appealed to the U.S. Court of Appeals for the Third Circuit.

In
November 2024, we filed a lawsuit against the California Attorney General and Secretary of State in the U.S. District Court for the Eastern
District of California to enjoin the enforcement of AB 2655, a recently enacted state law regulating online platforms. The law would
require online platforms to receive reports about posts related to elections, public officials, and candidates for office that are deemed
“materially deceptive,” then remove or label the content. Our lawsuit was consolidated with similar lawsuits filed by other
affected online platforms and content creators, and the state of California has agreed to enjoin the enforcement of the law during the
initial phases of the litigation. The plaintiffs’ summary judgment motions were filed on March 7, 2025. A further stay of enforcement
was issued by the court through October 25, 2025. The summary judgment hearing took place on August 5, 2025. The judge granted our summary
judgment motion from the bench. He ruled that Section 230 preempted all of AB 2655 and subsequently issued a permanent injunction against
the enforcement of AB 2655. The state of California has appealed.

In
February 2025, we filed a complaint and a request for a Temporary Restraining Order (“TRO”) in the U.S. District Court for
the Middle District of Florida against Brazilian Supreme Court Justice Alexandre de Moraes related to content blocking orders issued
by him against Rumble. The court denied, without prejudice, Rumble’s motion for a TRO on the grounds that the matter was not ripe
for judicial review. The court noted that Justice Moraes’s pronouncements and directives had not been properly served on Rumble,
that Rumble was not obligated to comply with such pronouncements and directives, and that no U.S. entity was required to enforce them.
We filed an amended complaint on June 6, 2025. We filed a request to supplement the amended complaint on July 13, 2025 in response to
a new illegal blocking order from Justice Moraes and filed a further amended complaint on July 16, 2025, which is being served via the
Hague Service Convention..

In
April 2025, along with Rebel News, we filed a lawsuit in the Ontario Superior Court of Justice against Canada, Canada Lands Company,
Ya’ara Saks, et al alleging that the defendants tried to block two lawful and peaceful public gatherings celebrating free speech
in the Toronto area in 2024 because they disagreed with the political points of view of the organizers (Rebel News) and participants.
We alleged that the officials tried to thwart the events by imposing unreasonably high charges for security measures that were not needed
and designed only to prevent the events from taking place. Various motions have been filed by the defendants in an effort to remove certain
parties from the action. A notice of discontinuance (without prejudice) was filed by Rebel News and the Company in respect of His Majesty
the King in Right of Canada and The Attorney General of Canada.

In
June 2025, we were served with a lawsuit from an individual named Michael Goldstein, alleging that the Company violated the California
Invasion of Privacy Act by improperly disclosing personally identifiable information by way of the Facebook Pixel. The case was brought
in California state court. The case was moved to federal court in the U.S. District Court for the Central District of California. The
Company filed a motion to dismiss on August 18, 2025. The plaintiff responded on September 18, 2025, to which the Company replied on
October 9, 2025. As with prior privacy-related lawsuits, we believe that the plaintiff’s allegations are meritless.

46

**ITEM
1A. RISK FACTORS.**

Except
as set forth below, there have been no material changes to the risk factors described under the caption “Risk Factors” in
our Annual Report on Form 10-K for the year ended December 31, 2024. You should carefully consider the risks, uncertainties and cautionary
statements described therein, together with the other disclosures in this Quarterly Report on Form 10-Q and in our other public filings
with the SEC. Any such risks and uncertainties, as well as risks and uncertainties not currently known to us or that we currently deem
to be immaterial, may materially adversely affect our business, financial condition and operating results.

**Risks
Related to Our Business**

***Prolonged
or escalating trade disputes could materially and adversely affect our business, financial condition, and results of operations.***

Our
business, operations, and financial condition may be adversely affected by ongoing trade disputes, including tariffs, trade restrictions,
and other protectionist measures imposed by governments globally. While we do not directly engage in the importation or exportation of
goods, we operate within a complex global ecosystem that is highly sensitive to disruptions caused by trade conflicts. These disputes
could lead to increased costs, supply chain disruptions, and reduced demand for our products and services, even though our operations
are primarily service-based. Trade disputes may result in higher costs for hardware, components, or software services provided by our
suppliers, who may face tariffs or other trade barriers and are likely to pass these costs on to us. Additionally, trade disputes may
disrupt the global supply chains on which our partners or customers rely, potentially reducing advertising spend and delaying the development,
deployment, or adoption of our cloud technology solutions. Trade disputes may also contribute to broader economic uncertainty, including
inflationary pressures, currency fluctuations, or reduced global investment in advertising and technology, leading to decreased demand
for our advertising and cloud offerings, as customers seek to reduce costs. Geopolitical tensions arising from trade conflicts could
also result in regulatory changes, such as export controls or data localization requirements, which may increase our compliance costs
or restrict our ability to operate in certain markets.

The
unpredictable nature, duration, and severity of trade disputes make it difficult to mitigate their impact fully. Prolonged or escalating
trade disputes could materially and adversely affect our business, financial condition, and results of operations.

***The
operation of our crypto wallet exposes us to significant regulatory, operational, security, and market risks that could adversely affect
our business, financial condition, results of operations, and reputation.***

The
operation of the Rumble Wallet, our recently launched non-custodial crypto wallet, which enables users to hold multiple cryptocurrencies,
engage in tipping on our video platform, and utilize on- and off-ramps through partnership with a third-party crypto exchange, exposes
us to significant regulatory, operational, security, and market risks that could adversely affect our business, financial condition,
results of operations, and reputation.

The
cryptocurrency industry is subject to extensive and evolving regulatory scrutiny in the United States and internationally, including
from federal agencies and state financial regulators. Our crypto wallet and associated features, even though non-custodial in nature
(meaning we do not hold or control users’ private keys or assets), may be deemed to involve money transmission, securities activities,
or other regulated financial services, particularly in connection with tipping functionality and integrations with third-party exchanges
for fiat-to-crypto conversions. Changes in laws, regulations, or interpretations, such as classifications of certain cryptocurrencies
as securities, enhanced know-your-customer (KYC) or anti-money laundering (AML) requirements, or restrictions on non-custodial wallets,
could require us to obtain licenses, modify our offerings, or cease operations in certain jurisdictions. Non-compliance, whether actual
or alleged, could result in investigations, enforcement actions, fines, penalties, or litigation, which may be costly and time-consuming
to defend. For example, if regulators view our tipping feature as facilitating unregistered securities transactions or unlicensed money
services, we could face significant liabilities.

47

Our
reliance on a partnership with an existing crypto exchange for on- and off-ramp services introduces dependency risks. The exchange may
experience operational disruptions, security breaches, regulatory issues, or insolvency, which could interrupt our users’ ability
to deposit or withdraw funds, leading to user dissatisfaction, loss of trust, and potential claims against us. We have limited control
over the exchange’s compliance, performance, or risk management practices, and any failures on the exchange’s part could
be attributed to us by users or regulators, harming our brand and exposing us to liability.

Security
vulnerabilities remain a critical concern, despite the non-custodial design. Our video platform’s integration with the wallet could
be targeted by cyberattacks, phishing schemes, or exploits aimed at users’ devices or our software interfaces, potentially resulting
in unauthorized access, theft of user assets, or data breaches. User errors, such as loss of private keys or exposure to scams, could
also lead to financial losses for which users might seek to hold us responsible through lawsuits or negative publicity.

Competition
in the crypto wallet space is significant, with established players offering similar non-custodial solutions. If our wallet fails to
achieve sufficient user adoption due to usability issues, lack of supported cryptocurrencies, or superior alternatives, we may incur
substantial development and marketing costs without corresponding benefits. Moreover, broader market events, such as crypto market crashes,
exchange failures (such as the FTX bankruptcy), or increased regulatory crackdowns, could reduce overall interest in cryptocurrencies,
diminishing the value of our wallet features and potentially leading to impairment of related investments or assets. Any of these risks
could result in increased operating expenses, loss of users, damage to our reputation, or material adverse effects on our financial performance.

**Risks
Related to the Legal and Regulatory Environment in Which We Operate**

***Transition
to Large Accelerated Filer status will require additional resources and expose us to additional risks.***

As
a result of our public float exceeding the threshold established by the SEC, we will become a large accelerated filer as of December
31, 2025. This transition will subject us to more stringent reporting and compliance obligations, including shorter deadlines for filing
periodic reports, such as our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and increased scrutiny of our internal controls
over financial reporting under Section 404 of the Sarbanes-Oxley Act. Compliance with these heightened requirements will require significant
additional resources, including increased management time and attention, as well as higher legal, accounting, and other professional
fees. The transition to large accelerated filer status may strain our financial and operational resources, particularly if we are unable
to scale our systems, processes, and internal controls effectively to meet these obligations. Any failure to comply with these requirements
in a timely or accurate manner could result in regulatory penalties, reputational harm, or a loss of investor confidence, which could
adversely affect our stock price and our ability to raise capital in the future. Additionally, the increased demands of compliance may
divert management’s focus from other strategic and operational priorities, potentially impacting our business performance.

***We
are exposed to significant regulatory, operational, compliance, privacy, and legal risks related to age verification and child online
safety laws implemented in various U.S. states and foreign jurisdictions.***

The
implementation and enforcement of age verification and child online safety laws in various U.S. states and foreign jurisdictions present
significant regulatory, operational, compliance, privacy, and legal risks to our business as a video services provider, which could adversely
affect our MAUs, revenue, reputation, and financial condition. Numerous laws, regulations, and legally-binding codes, such as the Children’s
Online Privacy Protection Act, California’s Age Appropriate Design Code, the CCPA, other U.S. state comprehensive privacy laws,
the EU and UK General Data Protection Regulation, the EU’s Digital Services Act, the UK’s Online Safety Act and the UK Age
Appropriate Design Code, impose various obligations on companies that process minors’ data and/or provide online services, or other
interactive platforms used by children, including prohibiting showing minors advertising, requiring age verification, limiting the use
of minors’ personal information, requiring certain consents to process such data and extending certain rights to children and their
parents with respect to that data. These new laws may result in restrictions on the use of certain of our products or services by teens,
may prohibit us from offering certain of our products or services to teens, and may decrease daily active users or user engagement in
various jurisdictions. These laws may be, and in some cases already have been, subject to legal challenges and changing interpretations
which may further complicate our efforts to comply with laws applicable to us. Some of these obligations have wide ranging applications,
including for services that do not intentionally target child users (defined in some circumstances as a user under the age of 18 years
old). The resulting patchwork of regulations is rapidly evolving, with potential for additional jurisdictions to adopt similar measures,
creating inconsistent and overlapping obligations.

48

We
have already implemented a minimum age of 17 for registered users on our video platform and require users to provide their date of birth,
further to that requirement. However, compliance with these new laws may require us to implement additional measures and complex age
verification technologies, such as biometric checks, third-party ID verification, or parental consent mechanisms, which could involve
substantial development, integration, and ongoing maintenance costs, decrease our advertising and subscription revenue, and increase
legal risk and compliance costs for us and our third-party partners, any of which could seriously harm our business. These systems may
generally deter users from using our platform and create risks of inaccurate age determinations, user circumvention, or over-blocking
of legitimate adult users, potentially resulting in reduced user acquisition, engagement, and retention, particularly among younger demographics
that represent a significant portion of our growth. Non-compliance, whether due to technical failures, differing jurisdictional interpretations,
or delays in implementation, could lead to investigations, enforcement actions, substantial fines, class-action lawsuits, or injunctions
restricting our operations in affected regions. If we challenge these laws, as a defendant or through industry-wide challenges, we could
be negatively impacted by protracted legal battles, adverse rulings, or requirements to fundamentally alter our platform’s features,
content moderation, or user experience. Additionally, varying international standards may force us to create region-specific versions
of our platform, increasing operational complexity and costs while potentially fragmenting our global user community.

Broader
market reactions, such as user backlash against perceived privacy intrusions or reduced platform accessibility, could erode trust in
our brand and lead to competitive disadvantages if rivals adapt more effectively. We may incur significant expenses for legal counsel,
technology upgrades, and compliance programs, and there is no assurance that these measures will fully mitigate the risks. The materialization
of any of these factors could have a substantial negative impact on our business and results of operations.

**Risks Related to Business Combinations**

On November 10, 2025, we signed
a business combination agreement with Northern Data. Refer to Note 19, Subsequent Events, to our condensed consolidated interim financial
statements included elsewhere in this Quarterly Report for more details. The following are a number of risks we face in connection with
this proposed business combination.

***The occurrence of any event, change or other
circumstances that could give rise to the termination of our business combination agreement with Northern Data could adversely affect
our future business.***

There are significant risks
and uncertainties associated with our proposed business combination with Northern Data. The occurrence of certain events, changes or any
other circumstances could give rise to the termination of the business combination agreement and cause the business combination not to
be completed. Failure to complete the proposed business combination with Northern Data would prevent us from realizing its anticipated
benefits to our business.

***Our business could be adversely impacted
by uncertainty related to the proposed business combination with Northern Data, whether or not the business combination is completed.***

Whether or not the proposed
business combination with Northern Data is completed, the announcement and pendency of the business combination could impact our business,
which could have an adverse effect on our financial condition, results of operations and the success of the business combination, including:

- that the proposed business combination disrupts our current business plans and operations;
- our management’s attention being directed toward the completion of the business combination and transaction-related considerations and being diverted away from our day-to-day business operations and the execution of our current business plans; and
- incurring transaction costs, such as legal, financing and accounting fees, and other costs, fees, expenses and charges related to the business combination, whether or not the business combination is completed.

***The anticipated benefits of the proposed
business combination with Northern Data may not be realized fully or at all or may take longer to realize than expected.***

There can be no assurance
that we will realize the full benefits that we currently expect from the proposed business combination with Northern Data or that these
benefits will be achieved within the anticipated time frame. Failure to achieve these anticipated benefits could result in increased costs,
decreases in the amount of expected revenues and diversion of management’s time and energy and could materially adversely affect
our business, financial condition and results of operations.

49

**ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**

None.

## Item 5.
Other Information.**

During
the quarter ended September 30, 2025, none of our directors or Section 16 officers adopted or terminated a “Rule 10b5-1 trading
arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

**ITEM
6. EXHIBITS.**

The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

| Exhibit No. | Description |
| --- | --- |
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. |
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. |
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |

\* Filed herewith

50

**SIGNATURES**

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

**RUMBLE INC.**

Date: November 10, 2025 /s/ Chris Pavlovski

Name: Chris Pavlovski

Title: Chief Executive Officer  and Chairman

Date: November 10, 2025 /s/ Brandon Alexandroff

Name: Brandon Alexandroff

Title: Chief Financial Officer

51

---

## CERTIFICATION

SEC source: [ea026423101ex31-1_rumble.htm](https://www.sec.gov/Archives/edgar/data/1830081/000121390025108230/ea026423101ex31-1_rumble.htm)

**Exhibit
31.1**

**CERTIFICATIONS**

I,
Chris Pavlovski, certify that:

1. I have reviewed this Quarterly  Report on Form 10-Q of Rumble Inc.;

2. Based  on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary  to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to  the period covered by this report;

3. Based  on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material  respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in  this report;

4. The  registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures  (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed  such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others  within those entities, particularly during the period in which this report is being prepared;

(b) Designed  such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our  supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements  for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated  the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about  the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;  and

(d) Disclosed  in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s  most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,  or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The  registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial  reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing  the equivalent functions):

(a) All  significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are  reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;  and

(b) Any fraud, whether or not  material, that involves management or other employees who have a significant role in the registrant’s internal control over  financial reporting.

Date: November 10, 2025 /s/  Chris Pavlovski

Chris Pavlovski

Chief Executive Officer and Chairman

---

## CERTIFICATION

SEC source: [ea026423101ex31-2_rumble.htm](https://www.sec.gov/Archives/edgar/data/1830081/000121390025108230/ea026423101ex31-2_rumble.htm)

**Exhibit
31.2**

**CERTIFICATIONS**

I,
Brandon Alexandroff, certify that:

1. I have reviewed this Quarterly  Report on Form 10-Q of Rumble Inc.;

2. Based  on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary  to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to  the period covered by this report;

3. Based  on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material  respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in  this report;

4. The  registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures  (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed  such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others  within those entities, particularly during the period in which this report is being prepared;

(b) Designed  such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our  supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements  for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated  the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about  the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;  and

(d) Disclosed  in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s  most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,  or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The  registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial  reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing  the equivalent functions):

(a) All  significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are  reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;  and

(b) Any  fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s  internal control over financial reporting.

Date: November 10, 2025 /s/  Brandon Alexandroff

Brandon Alexandroff

Chief Financial Officer

---

## CERTIFICATION

SEC source: [ea026423101ex32-1_rumble.htm](https://www.sec.gov/Archives/edgar/data/1830081/000121390025108230/ea026423101ex32-1_rumble.htm)

**Exhibit
32.1**

**CERTIFICATION**

In
connection with the Quarterly Report on Form 10-Q of Rumble Inc. (the “Company”) for the period ended September
30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Chris Pavlovski, Chief
Executive Officer and Chairman of the Board of Directors of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The  Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The  information contained in the Report fairly presents, in all material respects, the financial condition and results of operations  of the Company.

Date: November 10, 2025 /s/  Chris Pavlovski

Chris Pavlovski

Chief Executive Officer and Chairman

---

## CERTIFICATION

SEC source: [ea026423101ex32-2_rumble.htm](https://www.sec.gov/Archives/edgar/data/1830081/000121390025108230/ea026423101ex32-2_rumble.htm)

**Exhibit
32.2**

**CERTIFICATION**

In
connection with the Quarterly Report on Form 10-Q of Rumble Inc. (the “Company”) for the period ended September
30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Brandon Alexandroff, Chief
Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

1. The  Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The  information contained in the Report fairly presents, in all material respects, the financial condition and results of operations  of the Company.

Date: November 10, 2025 /s/  Brandon Alexandroff

Brandon Alexandroff

Chief Financial Officer