RUM Group Inc. (RUM)

Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations

The following “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the “Business”
section and Rumble Inc.’s (“Rumble” or the “Company”) consolidated financial statements as of and for the
years ended December 31, 2024 and 2023 (“consolidated financial statements”) and other information included elsewhere in this
Annual Report. 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 Annual 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 with more than 400 million users. As
part of the transaction, which closed on February 7, 2025, Tether purchased 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 expenses, to support growth initiatives.

40

Refer to Note 11, Derivative
Liability, to our consolidated financial statements included elsewhere in this Annual Report.

Revenues

We generate revenues primarily
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 consolidated financial statements.

Expenses

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

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:

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.

41

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 transaction expenses related to acquisitions.

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.

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 Expense

Other expense consists of
miscellaneous income earned outside of normal company revenue as well as foreign exchange gains and losses related to 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 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.

42

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 Benefit (Expense)

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

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

43

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 account, which we expect will
reduce the number of Locals users not included in our Rumble 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.

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.

MAUs (GA4) were 68 million
on average in the fourth quarter of 2024, an increase of 1% from the third quarter of 2024. The increase in MAUs was primarily driven
by increased interest in politics during the final stretch of the U.S. presidential election campaign, offset in part by reduced MAU
activity during the December holiday season.

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.

44

ARPU
was $0.39 in the fourth quarter of 2024, an increase of 18% from the third quarter of 2024. The increase from the third quarter is attributable
to higher advertising revenue and subscription revenue.

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 consolidated statements of operations for the years ended December 31, 2024 and 2023 and the dollar
and percentage change between the two periods:

45

Revenues

Revenues
increased by $14.5 million to $95.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023, of which
$10.3 million was attributable to an increase in Audience Monetization revenues and $4.2 million was attributable to higher Other Initiatives.
The increase in Audience Monetization revenues was mainly due to higher revenue from subscriptions, tipping fees, licensing, platform
hosting and advertising. The increase in Other Initiative revenue was mostly due to more advertising inventory being monetized by our
publisher network and an increase in cloud services offered.

Cost
of Services

Cost
of services decreased by $7.7 million to $138.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.
The decrease was primarily due to a reduction in programming and content costs of $9.5 million, offset by an increase of $1.8 million
in other cost of services including payment processing fees and costs paid to publishers.

General
and Administrative Expenses

General
and administrative expenses decreased by $0.5 million to $36.6 million in the year ended December 31, 2024 compared to the year ended
December 31, 2023. The decrease was mainly driven by a reduction in administrative expenses of $2.8 million and share-based compensation
of $1.1 million, offset by an increase in payroll and related expenses of $3.4 million. The decrease of $2.8 million in administrative
expenses was primarily due to lower expenses related to public company-related costs, legal, insurance, and other administrative services.
The decrease in share-based compensation was related to the recognition of contingent shares issued in connection with the Callin acquisition
that was accounted for as a post-combination expense as well as the expense of previously and newly granted restricted stock units and
stock options for certain employees and executives.

Research
and Development Expenses

Research
and development expenses increased by $3.2 million to $18.9 million in the year ended December 31, 2024 compared to the year ended December
31, 2023. The increase was due to an increase of $2.7 million in payroll and related expenses, and an increase of $0.5 million in other
expenses .

Sales
and Marketing Expenses

Sales
and marketing expenses increased by $3.9 million to $17.3 million in the year ended December 31, 2024 compared to the year ended December
31, 2023. The increase was due to an increase of $2.7 million in payroll and related expenses, $0.4 million in consulting services, and
$0.8 million in other marketing and public relations activities.

Acquisition-Related
Transaction Costs

Acquisition-related
transaction costs decreased by $1.2 million to $nil in the year ended December 31, 2024 compared to the year ended December 31, 2023.
Acquisition-related transaction costs for the year ended December 31, 2023 consisted of transaction costs incurred related to acquisitions
completed in 2023.

Amortization
and Depreciation

Amortization
and depreciation increased by $8.8 million to $13.6 million in the year ended December 31, 2024 compared to the year ended December 31,
2023. The increase was due to an increase of $2.0 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 $6.8 million.

46

Change
in Fair Value of Contingent Consideration

Change
in fair value of contingent consideration increased by $3.3 million to $1.4 million in the year ended December 31, 2024 compared to the
year ended December 31, 2023. 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 was directly attributable to changes in the Company’s
share price since the closing and the probability of contingencies being met.

Interest
Income

Interest
income decreased by $5.5 million to $8.1 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The
decrease was due to our reduced investment in money market funds, treasury bills, and term deposits.

Other
Expense

Other expense increased by an immaterial amount in the year ended December
31, 2024 compared to the year ended December 31, 2023. The increase was primarily due to lower foreign currency rate fluctuation as we
maintained the majority of our cash balance in U.S. dollars, which is our functional currency, as of December 31, 2024.

Change
in Fair Value of Warrant Liability

Change
in fair value of warrant liability decreased by $35.1 million resulting in a loss of $32.7 million in the year ended December 31, 2024.
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 was directly attributable to changes in
the trading price of Rumble’s warrants.

Change
in Fair Value of Derivative

Change in fair value of derivative
decreased by $184.7 million resulting in a loss of $184.7 million in the year ended December 31, 2024. 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 contracts were measured using a Monte Carlo simulation methodology
that includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The decrease relates to the
revaluation of the forward purchase contracts in connection with the Tether transaction.

Income
Tax Benefit

Income
tax benefit decreased by $1.3 million to $2.0 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.

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.

47

As
of December 31, 2024, our cash and cash equivalents balance was $114.0 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
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, including sports leagues. As of December 31, 2024, we had entered into programming and content agreements
with a minimum contractual cash commitment of $30 million. A significant amount of these minimum contractual cash commitments will be
paid over 12 to 24 months, commencing in 2025.

The
following table presents a summary of the consolidated statement of cash flows for the years ended December 31, 2024 and 2023:

Operating
Activities

Net cash used in operating
activities for the year ended December 31, 2024 primarily consisted of net loss adjusted for certain non-cash items, including a $218.7
million loss on the change in fair value of warrants, contingent consideration and derivative, $21.5 million change in share-based compensation,
$13.6 million change in amortization and depreciation, $1.0 million changes in non-cash lease expenses, as well as changes in operating
assets and liabilities. The decrease in net cash used in operating activities during the year ended December 31, 2024 compared to the
year ended December 31, 2023 was mostly due to changes in net loss adjusted for certain non-cash items, offset by changes in operating
assets and liabilities.

Investing
Activities

Net cash used in investing
activities for the year ended December 31, 2024 consisted of $7.2 million in purchases of property, equipment, and intangible assets,
$9.6 million in cash paid in connection with the acquisitions of Callin and North River, and $1.1 million in the sale of marketable securities.
The decrease in net cash used in investing activities during the year ended December 31, 2024 compared to the year ended December 31,
2023 was mainly driven by decreases in purchases of property and equipment and marketable securities, which were partially offset by
a rise in spending on intangible assets. Additionally, the reduction in net cash used was due to cash payments made to non-accredited
investors related to the Callin acquisition during the year ended December 31, 2024 as well as cash acquired in connection with the Callin
acquisition during the year ended December 31, 2023.

Financing
Activities

Net
cash used in financing activities for the year ended December 31, 2024 consisted of $2.0 million in taxes paid from the net share settlement
of share-based compensation and $0.4 million in share issuance costs, offset by $0.7 million from proceeds related to stock options exercised.
The decrease in net cash used in financing activities was due to a decrease in taxes paid from the net share settlement of share-based
compensation as well as an increase in proceeds from stock options exercised in the year ended December 31, 2024 compared to net cash
used in the year ended December 31, 2023. The reduction in net cash used was offset by an increase in share issuance costs.

48

Summary
of Quarterly Results

Information
for the most recent quarters presented are as follows:

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 expense, change in fair value of warrants, 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:

49

Reconciliation
of Adjusted EBITDA

Critical
Accounting Policies and Estimates

We
prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of
America (“US GAAP”). The preparation of consolidated 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.

We
believe the following key accounting policies require significant judgments and estimates used in the preparation of our consolidated
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 consolidated financial statements, see Note
2, Summary of Significant Accounting Policies, to the consolidated financial statements.

Acquisitions
(Business Combination vs Asset Acquisition)

The
Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying
a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable
asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies
its judgment to determine whether the acquired net assets meet the definition of a business by considering if the set includes an acquired
input, process, and the ability to create outputs.

50

Valuation
of Intangible Assets

The
Company acquired intangible assets in connection with the acquisitions of Callin and North River. A valuation was performed to determine
the estimated fair value of identifiable intangible assets related to the acquisition. Judgment is required to estimate the fair value
of these identifiable intangible assets. We may use quoted market prices, prices for similar assets, present value techniques, and other
valuation techniques such as the depreciated replacement cost and relief from royalty methods to prepare these estimates. We may need
to make estimates of future cash flows and discount rates as well as other assumptions in order to implement these valuation techniques.
Due to the degree of judgment involved in our estimation techniques, our estimate may result in a significant difference in the estimation
of fair value.

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.

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 expense in the consolidated statement of operations.

51

Arrangement
to Sell Shares to Tether (Unit of Account)

The Company applied judgement 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 17 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 consolidated 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.

Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations

The following “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the “Business”
section and Rumble Inc.’s (“Rumble” or the “Company”) consolidated financial statements as of and for the
years ended December 31, 2023 and 2022 (“consolidated financial statements”) and other information included elsewhere in this
Annual Report. 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 Annual 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 1, 2021, CF Acquisition
Corp. VI, a Delaware corporation (“CFVI”), and Rumble Inc., a corporation formed under the laws of the Province of Ontario,
Canada (“Legacy Rumble”), entered into a business combination agreement (the “Business Combination”). On September
16, 2022, CFVI and Legacy Rumble consummated the business combination contemplated by the business combination agreement. In
connection with the consummation of the Business Combination, CFVI changed its name from CF Acquisition Corp. VI to Rumble Inc. and
Legacy Rumble changed its name from Rumble Inc. to Rumble Canada Inc. Refer to Note 12, Qualifying Transaction, to the Company’s
annual consolidated financial statements for the year ended December 31, 2023.

35

On May 15, 2023, the Company
acquired 100% of the outstanding equity of Callin Corp. (“Callin”), a podcasting and live streaming platform. Refer to Note 3,
Acquisitions, to our consolidated financial statements included elsewhere in this Annual Report.

On October 3, 2023, the Company
acquired 100% of the outstanding equity of North River Project Inc. (“North River”), an entity that holds intellectual property.
Refer to Note 3, Acquisitions, to our consolidated financial statements included elsewhere in this Annual Report.

Revenues

We generate revenues primarily
from advertising fees, other services and cloud.

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 and third-party publisher 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 services include: subscription
fees earned primarily from consumer product offerings such as Locals and badges; revenues generated from content that is licensed by third-parties;
pay-per-view; fees from tipping and platform hosting fees. Cloud includes consumption-based fees, subscriptions for infrastructure and
professional services.

Refer to Note 2, Summary
of Significant Accounting Policies, to the consolidated financial statements.

Expenses

Expenses primarily include
cost of services, general and administrative, research and development, sales and marketing, acquisition-related transaction costs, amortization
and depreciation, and changes in fair value of contingent consideration. The most significant component 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

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

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.

36

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 transaction expenses related to the Business Combination and other acquisitions.

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.

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 outside
of normal company revenue as well as foreign exchange gains and losses relates to 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 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.

37

Income and Deferred Tax Recovery (Expense)

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

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

38

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 do not include users of Locals. We also do not separately
report the number of users who register for accounts in any given period, which is different from MAUs.

Like many other major social
media companies, 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.

MAUs (GA4) were 67 million
on average in the fourth quarter of 2023, an increase of 16% from the third quarter of 2023. We believe the growth from the third quarter
of 2023 is attributable to increased interest in geopolitical events, high profile seasonal sporting events and increased interest in
certain Rumble content creators.

Estimated Minutes Watched Per Month (“MWPM”)

We use estimated MWPM as a
measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis and the intensity
of users’ engagement with the platform. Estimated MWPM represents the monthly average of minutes watched per user within a quarterly
period, which helps us measure user engagement. Estimated MWPM is calculated by converting actual bandwidth consumption into minutes watched,
using our management’s best estimate of video resolution quality mix and various encoding parameters. We continually seek to improve
our best estimates based on our observations of creator and user behavior on the Rumble platform, which changes based on the introduction
of new product features, including livestreaming. We are currently limited, however, in our ability to collect data from certain aspects
of our systems. These limits may result in errors that are difficult to quantify, especially as the proportion of livestreaming on the
Rumble platform increases over time, and as we improve the quality of various video formats by increasing bit rates.

Bandwidth consumption includes
video traffic across the entire Rumble platform (website, apps, embedded video, connected TV, RAC, etc.). In addition, our management
believes bandwidth consumption includes a nominal amount of non-video traffic on the Rumble and Locals platforms and a potentially significant
amount of consumption of Rumble videos outside of the Rumble video player and Rumble apps, due in part to intentional user circumvention
of the Rumble platform that, despite our continuous efforts, we are unable to eliminate. Combined, the bandwidth consumption for this
traffic may be material and difficult to quantify, resulting in an inability for us to monetize a potentially significant portion of our
estimated MWPM.

39

Estimated MWPM was 10.5 billion
on average in the fourth quarter of 2023, a decrease of 5% from the fourth quarter of 2022 and a decrease of 2% from the third quarter
of 2023. We believe the decline from the fourth quarter of 2022 and third quarter of 2023 is due to a portion of our bandwidth consumption
moving from third-party service providers’ content delivery networks (“CDNs”) to our own proprietary CDN beginning in
the second half of the third quarter of 2023. Based on preliminary testing, our own CDN indicates less bandwidth consumption than one
of our service providers’ CDNs for comparable user activity. Because we calculate estimated MWPM by converting bandwidth consumption
into minutes watched, consumption measured through our own CDN yields a lower estimated MWPM than when measured through that service provider’s
CDN.

Hours of Uploaded Video Per Day

We use the amount of hours of uploaded video per
day as a measure of content creation to help us understand the volume of content being created and uploaded to us on a daily basis. Hours
of uploaded video per day were 12,520 on average in the fourth quarter of 2023, representing an increase of 21% from the fourth quarter
of 2022 and a 20% decrease from the third quarter of 2023. We believe the growth from the fourth quarter of 2022 is due to our expanding
pool of content creators and increased user watch time as a result of livestreaming and continued improvement of user experience. We believe
that the decrease from the third quarter of 2023 is related to YouTube’s decision in the fourth quarter of 2023, to disable the
ability of its users to utilize our tool that automatically imports videos from creators’ YouTube channels to their Rumble channels,
commonly known as the “YouTube sync” tool. We provided additional information about this issue in a current report on Form
8-K, filed with the SEC on January 16, 2024.

40

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 consolidated statements of operations for the years ended December 31, 2023 and 2022 and the dollar and percentage change between
the two periods:

41

Revenues

Revenues increased by $41.6 million
to $81.0 million in the year ended December 31, 2023 compared to the year ended December 31, 2022, of which $28.9 million is attributable
to higher advertising revenue and $12.7 million is attributable to higher revenue from other services and cloud. The increase in advertising
revenue was driven by an increase in consumption as well as the introduction of new advertising solutions for creators, publishers and
advertisers, including host read advertising and our online advertising management exchange (“Rumble Advertising Center” or
“RAC”), both of which we started to build and test in the second half of 2022 and continued to scale testing throughout 2023.
The increase in revenue from other services and cloud was driven mainly by subscriptions, content licensing, tipping features, and cloud
services offered.

Cost of Services

Cost of services increased
by $102.4 million to $146.2 million in the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was
due to an increase in programming and content costs of $98.9 million, hosting expenses of $2.7 million, and other service costs of $0.8
million.

General and Administrative Expenses

General and administrative expenses increased by $21.0 million
to $37.1 million in the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was due to an increase
in payroll and related expenses of $9.0 million, share-based compensation of $2.5 million related to the recognition of contingent shares
issued in connection with the Callin acquisition that were accounted for as post-combination expense, as well as a $9.5 million increase
in other administrative expenses, most of which are public company-related, including accounting, legal, investor relations, insurance,
and other administrative services.

Research and Development Expenses

Research and development expenses increased by $9.4 million to
$15.7 million in the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was due to an increase in
payroll and related expenses of $7.4 million, as well as a $2.0 million increase in costs related to computer hardware, software, and
other expenses used in research and development related activity.

Sales and Marketing Expenses

Sales and marketing expenses
increased by $7.3 million to $13.4 million in the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase
was due to a $2.6 million increase in staffing-related and consulting service costs as well as a $4.7 million increase in other marketing
and public relations activities.

Acquisition-related transaction costs

Acquisition-related transaction costs increased by $35.3 thousand to
$1.2 million in the year ended December 31, 2023 compared to the year ended December 31, 2022. Acquisition-related transaction costs for
the year ended December 31, 2023 consisted of $1.2 million related to the Callin and North River acquisitions in 2023. For the year ended
December 31, 2022, acquisition-related transaction costs consisted of $1.1 million, which included legal and other professional fees related
to the Business Combination.

42

Amortization and Depreciation

Amortization and depreciation
increased by $3.3 million to $4.8 million in the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase
was due to an increase of $2.2 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 $1.1 million.

Change in Fair Value of Contingent Consideration

Change in fair value of contingent
consideration increased by $1.9 million resulting in a gain of $1.9 million in the year ended December 31, 2023. 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 Company’s share price at closing. The gain from the change in fair value
of contingent consideration can be directly attributable to changes in the Company’s share price since the closing.

Interest Income

Interest income increased
by $10.6 million to $13.6 million in the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was due
to carrying a higher balance of cash, cash equivalents, and marketable securities as a result of the Business Combination. The funds were
invested in money market funds, treasury bills, and term deposits.

Other Income (Expense)

Other expense increased by
$76.4 thousand to $0.1 million in the year ended December 31, 2023 compared to the year ended December 31, 2022.

Change in Fair Value of Warrant Liability

Change in fair value of warrant
liability decreased by $18.6 million resulting in a gain of $2.4 million in the year ended December 31, 2023. 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 Recovery

Income tax recovery decreased
by $0.2 million to $nil in the year ended December 31, 2023 compared to the year ended December 31, 2022.

Deferred Tax Recovery

Deferred tax recovery increased by $3.3 million to $3.3 million in
the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was mainly driven by the recognition of deferred
tax liabilities of Callin and North River as of the acquisition date, which were subsequently reversed resulting in a deferred tax benefit.

Liquidity and Capital Resources

Since the completion of our
Business Combination in September 2022, we have financed operations primarily through cash generated from operating activities and the
funds raised from our Business Combination. The primary short-term requirements for liquidity and capital are to fund general working
capital and capital expenditures.

43

As of December 31, 2023, our cash, cash equivalents, and marketable
securities balance was $219.5 million. Cash, cash equivalents, and marketable securities consist of cash on deposit with banks and
amounts held in money market funds, treasury bills, and term deposits.

As
we have consistently stated, we intend to use a substantial portion of funds that we have raised to acquire content by providing economic
incentives to a small number of content creators, including sports leagues. This content acquisition strategy will allow us to enter key
content verticals and secure top content creators in those verticals before we have full monetization capabilities in place. Our focus
in 2023 was to grow users and usage consumption and experiment with monetization levers, which may not maximize profitability in the immediate
term, but which we believe positions our business for the long term. As a result, we expect this strategy will require us to consume a
significant portion of our capital raised. As of December 31, 2023, we had entered into programming and content agreements with a minimum
contractual cash commitment of $106 million. A significant amount of these minimum contractual cash commitments will be paid over 12 to
36 months, commencing in 2024. In addition to the minimum contractual cash commitments, we have programming and content agreements that
have variable cost arrangements. These future costs are dependent upon many factors and are difficult to anticipate, however, these costs
may be substantial.

The following table presents
a summary of the consolidated statement of cash flows for the years ended December 31, 2023 and 2022:

Operating Activities

Net cash used in operating
activities for the year ended December 31, 2023 primarily consisted of net loss adjusted for certain non-cash items, including a $4.3
million gain on the change in fair value of warrants and contingent consideration, offset by a $16.3 million change in share-based compensation,
$5.6 million change in amortization and depreciation as well as changes in operating assets and liabilities. The increase in net cash
used in operating activities during the year ended December 31, 2023 compared to the year ended December 31, 2022 was mostly due to an
increase in expenses partially offset by changes in revenue and operating assets and liabilities.

Investing Activities

Net cash used in investing activities for the year ended December 31,
2023 consisted of $24.8 million in purchases of property, equipment, and intangible assets, offset by $1.0 million in cash acquired in
connection with the Callin acquisition. The increase in net cash used in investing activities during the year ended December 31, 2023
compared to the year ended December 31, 2022, was mostly due to an increase in purchases of property, equipment, and intangible assets,
which includes assets acquired from North River of $7.2 million, offset by cash acquired in connection with the Callin acquisition.

Financing Activities

Net cash used in financing activities for the year ended December 31,
2023 mainly consisted of $2.1 million in taxes paid from net share settlement of share-based compensation. The increase in net cash used
in financing activities was mainly due to the taxes paid from the net share settlement of share-based compensation in the year ended December
31, 2023 compared to the receipt of cash proceeds, net of transactions costs, from the Business Combination in the year ended December
31, 2022.

44

Summary of Quarterly Results

Information for the most recent quarters presented are as follows:

Critical Accounting Policies and Estimates

We prepare our consolidated
financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
The preparation of consolidated 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.

We believe the following key
accounting policies require significant judgments and estimates used in the preparation of our consolidated 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. We believe the following key accounting policies require significant judgments
and estimates used in the preparation of our consolidated financial. 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 consolidated financial statements, see Note 2, Summary of Significant
Accounting Policies, to the consolidated financial statements.

Acquisitions (Business Combination vs Asset
Acquisition)

The Company evaluates whether
acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine
whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar
identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgment to determine
whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and
the ability to create outputs.

Valuation of Intangible Assets

The Company acquired intangible
assets in connection with acquisitions of Callin and North River. A valuation was performed to determine the estimated fair value of identifiable
intangible assets related to the acquisition. Judgment is required to estimate the fair value of these identifiable intangible assets.
We may use quoted market prices, prices for similar assets, present value techniques, and other valuation techniques such as the depreciated
replacement cost and relief from royalty methods to prepare these estimates. We may need to make estimates of future cash flows and discount
rates as well as other assumptions in order to implement these valuation techniques. Due to the degree of judgment involved in our estimation
techniques, our estimate may result in significant difference in the estimation of fair value.

45

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.

New Accounting Pronouncements

See Note 2, Summary of
Significant Accounting Policies, to our consolidated financial statements for the years ended December 31, 2023 and 2022.

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.

Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations

The following “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the “Business”
section and Rumble Inc.’s (“Rumble” or the “Company”) consolidated financial statements as of and for the
years ended December 31, 2022 and 2021 (“consolidated financial statements”) and other information included elsewhere in this
Annual Report. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” to “we,” “our,” “Rumble” and “the Company”
refer to the business and operations of Rumble Canada Inc. and its consolidated subsidiaries prior to the Business Combination (as defined
below) and to Rumble Inc. and its consolidated subsidiaries following the consummation of the Business Combination. 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 Annual 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 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

As previously announced, on
December 1, 2021, CF Acquisition Corp. VI, a Delaware corporation (“CFVI”), and Rumble Inc., a corporation formed under the
laws of the Province of Ontario, Canada (“Legacy Rumble”), entered into a business combination agreement (the “Business
Combination”). On September 16, 2022, CFVI and Legacy Rumble consummated the business combination contemplated by the business combination
agreement. In connection with the consummation of the Business Combination, CFVI changed its name
from CF Acquisition Corp. VI to Rumble Inc. and Legacy Rumble changed its name from Rumble Inc. to Rumble Canada Inc.

Refer to Note 2, Significant
Events and Transactions, to the consolidated financial statements.

Revenues

We generate revenues primarily
from advertising and licensing fees. The revenues are generated by delivering content either via our own or third-party platforms. As
with the past two years, our focus remains on growing users and usage consumption — and not maximizing revenue —
while continuing to experiment with various levers to grow revenue.

Advertising fees are generated
by delivering both display advertisements and cost-per-message-read advertisements. Display advertisements are placed on Rumble and third-party
publisher websites or mobile applications. Customers pay for advertisements either directly or through their 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. The Company recognizes revenue from display advertisements when a user engages with the advertisement, such as an impression, click,
or purchase. For cost-per-message-read advertising, customers pay to have their products or services promoted by a content creator and
advertising revenue is recognized when the performance obligation is fulfilled, usually when the message is read.

Licensing fees are charged
on a per video or on a flat-fee per month basis. Licensing fee revenue is recognized as the related performance obligations are satisfied
in line with the nature of the intellectual property being licensed.

34

Other revenues include fees
earned from tipping features within the Company’s platform as well as certain cloud, subscription, platform hosting, and professional
services. Fees from tipping features are recognized at a point in time when a user tips on the platform. Both cloud and subscription services
are recognized over time for the duration of the contract. Revenues related to platform hosting are recognized over time as the Company
provides access to the platform. Professional service revenues have stand-alone functionality to the customer and are recognized at a
point in time as services are provided or earned.

Refer to Note 3, Summary
of Significant Accounting Policies, to the consolidated financial statements.

Expenses

Expenses primarily include
costs of services, general and administrative, research and development, sales and marketing, finance costs, share-based compensation,
foreign exchange gain or loss, and amortization and depreciation. The most significant component 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

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

General and Administrative Expenses

General and administrative expenses
consist primarily of salaries, employee benefits and bonuses related to our executives, finance team, and administrative employees. It
also includes legal and professional fees, business insurance costs, operating lease costs and other costs. As a public company, we expect
to continue to incur additional audit, tax, accounting, legal and other costs related to compliance with applicable securities and other
regulations, as well as additional insurance, investor relations and other costs.

Research and Development Expenses

Research and development expenses
consist primarily of salaries, employee benefits, employee bonuses and 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 costs related to salaries, employee benefits, employee bonuses, consultant fees, direct marketing costs related to the promotion
of our platforms/solutions. Sales and marketing expenses are expected to increase over time as we promote our platform, increase marketing
activities, grow domestic and international operations, and continues to build brand awareness.

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.

35

Finance Costs

Finance costs consist of transaction
expenses related to the Business Combination and other financing rounds.

Change in Fair Value of Warrant Liability

We account for our outstanding
warrants in accordance with guidance in ASC 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC
815-40”), under which the warrants issued in connection with the public offerings, private placements, and forward purchase contract
(“FPA”) entered into with CFAC Holdings VI, LLC (such contract, the “FPA”) 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, Derivatives
and Hedging (“ASC 815”), they are measured at fair value at inception and 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 statement
of operations in the period of change.

Change in Fair Value of Option Liability

Change in the fair value
of option liability relates to the May 14, 2021, issuance of Class A preferred shares of Legacy Rumble, which included the right to exercise
options for an additional 172,070 Class A common shares of Legacy Rumble subject to certain conditions. The grant date fair value was
determined based on the maximum discount available to these Class A preferred shareholders and the probability of the conditions attached
to this option being met. The change in fair value of this option liability is on account of the re-assessment of the probability of
the conditions attached to this option at each reporting period. The option liability associated with these Class A preferred shares
of Legacy Rumble was exercised on November 24, 2021.

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 and app users of Rumble for each month,
which allows us to measure our total user base calculated from data provided by third-party analytics providers using company-set parameters.
The analytics systems and the resulting data have not been independently verified. There is a potential for minor overlap in the resulting
data due to users who access Rumble’s content from both the web and the app 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. MAUs
do not include embedded video, certain connected TV users, or users of the Locals platform. Like many other major social media companies,
we rely on 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,
from time to time, to some amount of overstatement of our performance indicators, including reporting of MAUs by our third-party analytics
provider. 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.

MAUs were 80 million on average
in the fourth quarter of 2022, an increase of 142% from the fourth quarter of 2021. This growth is attributable to: our growing pool of
content, content creators and formats; our value proposition as competing platforms continue to censor and cancel the voices of creators;
and increased activity due to U.S. mid-term elections.

36

Minutes Watched Per Month (“MWPM”)

We use MWPM as a measure of
audience engagement to help us understand the volume of users engaged with our content on a monthly basis and the intensity of users’
engagement with the platform. MWPM represents the monthly average of minutes watched per user within a quarterly period, which helps us
measure user engagement. MWPM is calculated by converting actual bandwidth consumption into minutes watched, using our management’s
best estimate of video resolution quality mix and various encoding parameters. Bandwidth consumption includes video traffic across the
entire Rumble platform (website, apps, embedded video, connected TV, etc.), as well as what our management believes is a nominal amount
of non-video traffic. Starting in the second quarter of 2022 we began transitioning a portion of Locals’ bandwidth consumption to
our infrastructure. While this currently represents an immaterial amount of consumption, we expect this to grow in the coming quarters.

MWPM was 11.1 billion on average
in the fourth quarter of 2022, an increase of 31% from the fourth quarter of 2021. This growth is attributable to: our growing pool of
content creators; our value proposition as competing platforms continue to censor and cancel the voices of creators; and a number of new
platform features.

37

Hours of Uploaded Video Per Day

We use the amount of hours
of uploaded video per day as a measure of content creation to help us understand the volume of content being created and uploaded
to us on a daily basis.

Hours of uploaded video per
day were 10,373 on average in the fourth quarter 2022, an increase of 216% from the fourth quarter of 2021. This growth is attributable
to: our growing pool of content creators; our value proposition as competing platforms continue to censor and cancel the voices of creators;
and a number of new platform features.

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 the year ended December 31, 2022 and 2021:

The following table sets forth
our consolidated statements of comprehensive loss for the year ended December 31, 2022 and 2021 and the dollar and percentage change
between the two periods:

NM*- Percentage change not meaningful.

38

Revenues

Revenues increased by $29.9 million to $39.4 million in the year ended
December 31, 2022, compared to the year ended December 31, 2021, of which $24.3 million is attributable to higher advertising and $5.6
million is attributable to higher licensing and other revenue. The increase in advertising revenue was driven by an increase in consumption
as well the introduction of new advertising solutions for creators, publishers and advertisers, including host read advertising and our
online advertising management exchange (“Rumble Advertising Center” or “RAC”), both of which we started to build
and test in the second half of 2022. The increase in licensing and other revenue was driven by tipping features within our platform as
well as certain cloud, subscription, platform hosting fees, provision of one-time content, and professional services.

Cost of Services

Cost of services increased
by $35.9 million to $43.7 million in the year ended December 31, 2022, compared to the year ended December 31, 2021. The increase
was due to an increase in programming and content costs of $30.0 million, hosting expenses of $4.7 million, and other service costs of
$1.2 million.

General and Administrative Expenses

General and administrative expense
increased by $11.4 million to $14.5 million in the year ended December 31, 2022, compared to the year ended December 31, 2021. The
increase was due to a $4.4 million increase in staffing-related costs, as well as a $7.0 million increase in other administrative
expenses, most of which are public company-related and include accounting, legal, investor relations, insurance and other administrative
services.

Research and Development Expenses

Research and development expense
increased by $4.7 million to $6.3 million in the year ended December 31, 2022, compared to the year ended December 31, 2021. The
increase was due to a $3.2 million increase in staffing-related costs, as well as a $1.5 million increase in costs related to computer
software, hardware and other administrative expenses.

Sales and Marketing Expenses

Sales and marketing expense increased
by $3.2 million to $6.1 million in the year ended December 31, 2022, compared to the year ended December 31, 2021. The increase was due
to a $1.6 million increase in staffing-related and consulting services cost, as well as a $1.6 million increase in other marketing
and public relations activities.

Finance Costs

Finance costs decreased by $1.8 million to $1.1 million in the year
ended December 31, 2022, compared to the year ended December 31, 2021. Finance costs for the year ended December 31, 2022 consisted of
$1.1 million in transaction costs, which included legal and other professional fees related to the Business Combination. For the year
ended December 31, 2021, finance costs consisted of $2.9 million related to transaction costs on the issuances of Legacy Rumble Class A
preferred shares and Class A common shares. Additionally, the transaction costs allocated to the debt component of Class A preferred
shares of Legacy Rumble and the Option Liability were recorded as finance costs. Refer to Note 13, Temporary Equity, to the consolidated
financial statements for more details.

Share-based Compensation

Share-based compensation increased
by $0.3 million to $1.7 million in the year ended December 31, 2022, compared to the year ended December 31, 2021, due to the vesting
conditions of certain previously and newly granted restricted stock units and stock options.

39

Foreign Exchange Loss

Foreign exchange loss increased
by $41.9 thousand to $49.1 thousand in the year ended December 31, 2022, compared to year ended December 31, 2021. The increase was primarily
due to higher foreign currency rate fluctuation as we maintained the majority of our cash balance in its functional currency as of December
31, 2022.

Amortization and Depreciation

Amortization and depreciation
increased by $1.4 million to $1.6 million in the year ended December 31, 2022, compared to the year ended December 31, 2021 as we commenced
building out our infrastructure subsequent to Q2 2021.

Interest Income

Interest income increased by
$3.0 million to $3.0 million in the year ended December 31, 2022, compared to the year ended December 31, 2021. The increase was primarily
due to carrying a higher balance in cash, cash equivalents, and marketable securities which was the result of the Business Combination
in 2022.

Other Income (Expense)

Other income decreased by $0.2
million to $0 in the year ended December 31, 2022, compared to the year ended December 31, 2021. The decrease was related to the settlement
of litigation during the year ended December 31, 2021. There was no comparable income in the year ended December 31, 2022.

Change in Fair Value of Warrant Liability

Change in fair value of warrant
liability increased by $21.0 million to $21.0 million in the year ended December 31, 2022. The increase relates to the issuance of 8,050,000
warrants in connection with the public offerings, private placements, and FPA. 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 (Level 1 fair value hierarchy input). Refer to Note 2, Significant Events and Transactions, of the consolidated financial
statements.

Change in Fair Value of Option Liability

Change in fair value of the
option liability decreased by $3.2 million to $0 in the year ended December 31, 2022. The decrease is measured in reference to the issuance
of Legacy Rumble’s 606,360 Class A preferred shares, which allowed the holders of these preferred shares to purchase additional
common shares of Legacy Rumble at a discount of 30%, subject to certain conditions. The total fair value of this financing arrangement
was determined to be $35.7 million due to the upper limit on the discount price provided to the investors. Gross proceeds of $25.0 million
were allocated between the Class A preferred shares of Legacy Rumble and the option liability by first determining the fair value of the
option liability at $7.5 million using a probability weighted scenario over the likelihood of this option to be exercised, with the remaining
$17.5 million allocated to equity (using a residual value method). Change in the fair value of the option liability in the amount of $1.1
million was calculated based on an update of management’s estimate related to the likelihood of the option to purchase additional
common shares being exercised (Level 3 fair value hierarchy input). The option liability associated with these Class A preferred shares
of Legacy Rumble was exercised on November 24, 2021.

Income Tax Recovery

Income tax recovery increased
by $216.0 thousand to $215.4 thousand in the year ended December 31, 2022, compared to the year ended December 31, 2021.

Deferred Tax Recovery

Deferred tax recovery decreased by $128.5 thousand
to zero in the year ended December 31, 2022, compared to the year ended December 31, 2021.

40

Liquidity and Capital Resources

We have historically financed
operations primarily through cash generated from operating activities and most recently through proceeds from financings. The primary
short-term requirements for liquidity and capital are to fund general working capital and capital expenditures.

As of December 31, 2022, our
cash, cash equivalents, and marketable securities balance was $338.3 million. Cash, cash equivalents, and marketable securities consist
of cash on deposit with banks and amounts held in money market funds, treasury bills, and term deposits. The existing cash, cash equivalents,
and marketable securities are sufficient to fund our liquidity needs for at least the next 12 months. At this time, we do not anticipate
the need to raise additional capital as a result of the completion of the Business Combination on September 16, 2022. Our present focus
is to grow users and usage consumption, experiment with monetization levers, and not to maximize revenue and profitability in the immediate
term. This business strategy could have a negative impact on our liquidity.

The following table shows our
cash flows from operating activities, investing activities and financing activities for the stated periods:

Operating Activities

Net cash used in operating
activities for the year ended December 31, 2022 was $32.3 million compared to $5.3 million for the year ended December 31, 2021. The increase
was from an overall increase in expenses and prepaid expenses as a result of business growth coupled with a partial offset from an increase
in accounts payable and accrued liabilities.

Investing Activities

Net cash used in investing
activities for the year ended December 31, 2022 was $10.1 million compared to $1.6 million provided for the year ended December 31,
2021. Investing activities for the year ended December 31, 2022, consisted of $8.5 million used in the purchases of capital assets, $1.1
million used in purchase of marketable securities and $0.5 million used in the purchase of intellectual property. Investing activities
for the year ended December 31, 2021, consisted of $1.3 million used in the purchases of capital assets and $0.5 million used in the purchase
of intellectual property, offset by $3.4 million in cash acquired on the acquisition of Locals Technology Inc.

Financing Activities

Net cash provided by financing activities for the year ended December
31, 2022 was $332.8 million compared to $49.1 million provided for the year ended December 31, 2021. Financing activities in the year
ended December 31, 2022, mostly consisted of the cash proceeds, net of transaction costs, from the Business Combination. Financing activities
in the year ended December 31, 2021, mostly consisted of the cash proceeds, net of transaction costs, from the issuance of Legacy Rumble
Class A preferred shares and Class A common shares.

41

Summary of Quarterly Results

Information for the most recent quarters presented are as follows:

Critical Accounting Policies and Significant Management Estimates

We prepare our consolidated
financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
The preparation of consolidated 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 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. We believe that the accounting policies discussed
below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving
our management’s judgments and estimates. 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.

We believe that the accounting
policies described below involve a significant degree of judgment and complexity. 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, see Note 3,
Summary of Significant Accounting Policies to our consolidated financial statements included elsewhere in this Annual Report.

Revenues

On January 1, 2018, we
adopted ASC Topic 606, Revenue from Contracts with Customers. To determine revenue recognition for contractual arrangements
that we determine are within the scope of ASC 606, we perform the following five steps: (1) identify each contract with a customer;
(2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction
price to performance obligations in the contract; and (5) recognize revenue when (or as) the relevant performance obligation is satisfied.
We only apply the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled to
in exchange for the goods or services we provide to the customer.

We generate revenues primarily
from advertising and licensing fees. The revenues are generated by delivering content either via our own or third-party platforms.

Advertising fees are generated
by delivering both display advertisements and cost-per-message-read advertisements. Display advertisements are placed on Rumble and third-party
publisher websites or mobile applications. Customers pay for advertisements either directly or through their 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. The Company recognizes revenue from display advertisements when a user engages with the advertisement, such as an impression, click,
or purchase. For cost-per-message-read advertising, customers pay to have their products or services promoted by a content creator and
advertising revenue is recognized when the performance obligation is fulfilled, usually when the message is read.

42

Licensing fees are charged
on a per video or on a flat-fee per month basis. Licensing fee revenue is recognized as the related performance obligations are satisfied
in line with the nature of the intellectual property being licensed.

Other revenues include fees
earned from tipping features within the Company’s platform as well as certain cloud, subscription, platform hosting, and professional
services. Fees from tipping features are recognized at a point in time when a user tips on the platform. Both cloud and subscription services
are recognized over time for the duration of the contract. Revenues related to platform hosting are recognized over time as the Company
provides access to the platform. Professional service revenues have stand-alone functionality to the customer and are recognized at a
point in time as services are provided or earned.

Share-Based Compensation Expense

Stock Options

We estimate the fair value
of stock options granted to employees and directors using the Black-Scholes option-pricing model (“BSM”). The grant date fair
value of stock options is recognized as share-based compensation expense on a straight-line basis over the requisite service period. Forfeitures
are accounted for when they occur.

BSM considers several variables
and assumptions in estimating the fair value of stock-based awards. These variables include:

Fair value of common stock:    Because
Legacy Rumble Class A common shares (also referred to as “Rumble’s common stock” below) were not publicly traded
prior to the closing of the Business Combination, we estimated the fair value of our common stock in 2019, 2020 and 2021 using Level 3
inputs as defined in the ASC 820 fair value hierarchy. Our board of directors considers numerous objective and subjective factors to determine
the fair value of our common stock as discussed in “Common Stock Valuations” below. Fair value of Rumble’s Class
A common shares following the closing of the Business Combination is determined based on the Nasdaq closing price of the Company’s
Class A common stock as at the date of measurement.

Expected Term:    The
expected term represents the period that our stock-based awards are expected to be outstanding and was determined to be the contractual
term of the options.

Expected Volatility:    Since
we have only a limited trading history of our common stock, the expected volatility was derived from the average historical stock volatilities
of several public companies within our industry that we consider to be comparable to our business over a period equivalent to the expected
term of the stock option grants.

Risk-Free Interest Rate:    The
risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with the remaining term equivalent
to the expected term.

Expected Dividend:    We
have not paid any dividends in our history and do not expect to pay any dividends over the life of the options and, therefore, have estimated
the dividend yield to be zero.

Common Stock Valuations

Prior to the closing of the
Business Combination, given the absence of a public trading market for our common stock and in accordance with the American Institute
of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation,
our board of directors determined the best estimate of fair value of our common stock exercising reasonable judgment and considering numerous
objective and subjective factors. These factors included:

43

Our board of directors determined
the fair value of our common stock by first determining the enterprise value of our business, and then using the enterprise value to derive
the per share value of our common stock.

The enterprise value of our
business was estimated by considering several factors, including estimates using the market approach. The market approach was estimated
based on the projected value of comparable public companies in a similar line of business that are publicly traded. In addition to the
market approach described above, our board of directors factored in recent arms-length transactions such as the closest round of equity
financing preceding the date of valuation.

After determining our enterprise
value, an allocation of the enterprise value is assigned to each of our various classes of shares with consideration of the different
rights associated with each share class, including liquidation preferences, seniority of shares, and conversion rights. The value attributed
to common shares through this allocation determines the per share value of our common stock. The BSM implementation of the option pricing
method treats the rights of holders of various classes of securities (common shares, preferred shares, warrants, and options) as call
options on any value of the Company above a series of break points. The values of the break points were calculated by reviewing the liquidation
preferences of preferred shares (including seniority of any series of preferred shares), the participation rights of preferred shares
(including any caps on such participation), and the strike prices of warrants and options.

Application of these approaches
involves the use of estimates, judgments and assumptions that are highly complex and subjective, such as those regarding discount rates,
market multiples, the selection of comparable companies and the probability of possible future events. Changes in any or all of these
estimates and assumptions, or the relationships between those assumptions, impact our valuations as of each valuation date and may have
a material impact on the valuation of our common stock.

For valuations after the completion
of the Business Combination, our board of directors determines the fair value of each share of underlying Class A common stock based
on the closing price of Class A common Stock as reported on the date of grant.

Warrants

Measurement of the Company’s
warrants issued to purchase shares of Class A common stock post-closing of the Business Combination is based on the Nasdaq closing price
of the Company’s warrants as at the date of measurement. Warrants issued to purchase common stock of Legacy Rumble prior to the
closing of the Business Combination were freestanding financial instruments classified as equity, and measured using the BSM option pricing
model, which included assumptions related to the inputs of exercise price, fair value of the underlying common stock, risk-free interest
rate, expected term, expected volatility, and expected dividend yield, which were all determined in the same manner as our stock options
detailed in the above “Stock Based Compensation Expense” section. As the outstanding warrants (prior to the closing
of the Business Combination) were also subject to a performance condition, management assessed the probability of the performance condition
being met at each reporting date. These Legacy Rumble warrants were exchanged for 14,153,048 shares of Class A common stock of the Company
as part of the Business Combination, for a par value of $731,281.

44

New Accounting Pronouncements

See Note 3, Summary of
Significant Accounting Policies, to our consolidated financial statements for the year ended December 31, 2022 and 2021.

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.

Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.

References to the “Company,”
“us,” “our” or “we” refer to CF Acquisition Corp. VI.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited
financial statements and related notes included herein.

Cautionary Note Regarding Forward-Looking Statements

All statements other than
statements of historical fact included in this Report including, without limitation, statements under this “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy
and the plans and objectives of management for future operations, are forward- looking statements. When used in this Report, words such
as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions,
as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based
on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.
Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed
in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s
behalf are qualified in their entirety by this paragraph.

The following discussion and
analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes
thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements that involve risks and uncertainties.

Overview

We are a blank check company
incorporated in Delaware on April 17, 2020 for the purpose of effecting an initial business combination. Our sponsor is CFAC Holdings
VI, LLC.

Although we are not limited
to a particular industry or sector for purpose of consummating an initial business combination, we are focusing our search on companies
operating in the financial services, healthcare, real estate services, technology and software industries. We are an early stage and emerging
growth company and, as such, subject to all of the risks associated with early stage and emerging growth companies.

Our Registration Statement
for our initial public offering became effective on February 18, 2021. On February 23, 2021, we consummated the initial public offering
of 30,000,000 units, at a purchase price of $10.00 per unit, generating gross proceeds of $300,000,000. Each unit consists of one share
of Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class
A common stock at a price of $11.50. Each warrant will become exercisable 30 days after the completion of the initial business combination
and will expire 5 years after the completion of the initial business combination, or earlier upon redemption or liquidation.

Simultaneously with the closing
of our initial public offering, we consummated the sale of 700,000 units at a price of $10.00 per private placement unit to the sponsor
in a private placement, generating gross proceeds of $7,000,000.

Following the closing of the
initial public offering and sale of private placement units on February 23, 2021, an amount of $300,000,000 ($10.00 per unit) from the
net proceeds of the sale of the units in the initial public offering and the sale of the private placement units was placed in a trust
account located in the United States at J.P. Morgan Chase Bank, N.A., with Continental acting as trustee, which may be invested only in
U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days
or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of
paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion
of an initial business combination and (ii) the distribution of the trust account, as described below.

24

We have until February 23,
2023 (24 months from the closing of the initial public offering), or a later date approved by our stockholders in accordance with the
Charter, to consummate an initial business combination (the “Combination Period”). If we are unable to complete an initial
business combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account
and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject
in the case of clauses (ii) and (iii) to our obligations under Delaware law to provide for claims of creditors and the requirements of
other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire
worthless if we fail to complete an initial business combination within the Combination Period.

Liquidity and Capital
Resources

As of both December 31, 2021
and 2020, we had $25,000 of cash in our operating account. As of December 31, 2021 and 2020, we had a working capital deficit of approximately
$2,516,000 and $157,000, respectively. For the year ended December 31, 2021, we had approximately $23,000 of interest income from the
trust account available to pay taxes (less up to $100,000 of interest to pay dissolution expenses).

Our liquidity needs through
December 31, 2021 have been satisfied through a contribution of $25,000 from the sponsor in exchange for the issuance of the founder shares,
a loan of approximately $151,000 from the sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the
consummation of the private placement with the sponsor not held in the trust account, and the Sponsor Loan (as defined below). We fully
repaid the Pre-IPO Note upon completion of the initial public offering. In addition, in order to finance transaction costs in connection
with an initial business combination, the sponsor has committed up to $1,750,000 to be provided to us to fund our expenses relating to
investigating and selecting a target business and other working capital requirements after the initial public offering and prior to our
initial business combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, the sponsor or an affiliate of the
sponsor, or certain of our officers and directors may, but are not obligated to, provide us additional loans. As of December 31, 2021
and 2020, there was approximately $949,000 and $0 outstanding, respectively, under the Sponsor Loan.

Based on the foregoing, management
believes that we will have sufficient working capital and borrowing capacity from the sponsor to meet our needs through the earlier of
the consummation of an initial business combination or one year from the date of this Report. Over this time period, we will be using
these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on
prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring,
negotiating and consummating the initial business combination.

Results of Operations

Our entire activity from inception
through December 31, 2021 related to our formation, the preparation for the initial public offering, and since the closing of the initial
public offering, to locating and completing a suitable initial business combination. We have neither engaged in any operations nor generated
any revenues to date. We will not generate any operating revenues until after completion of our initial business combination. We will
generate non-operating income in the form of interest income on investments held in the trust account. We expect to incur increased expenses
as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence
expenses.

For the year ended December
31, 2021 we had a net loss of approximately $17,908,000, which consisted of approximately $10,418,000 of loss from the change in fair
value of warrant liability, approximately $4,453,000 of loss from the change in fair value of FPS liability, approximately $2,756,000
of general and administrative expenses, approximately $202,000 of franchise tax expense, and approximately $102,000 of administrative
expenses paid to the sponsor, partially offset by approximately $23,000 of interest income on investments held in the trust account.

For the
period from inception to December 31, 2020, we had a net loss of approximately $1,300, which consisted of approximately $1,300 of general
and administrative expenses.

Contractual Obligations

Business Combination Marketing Agreement

We engaged CF&Co., an
affiliate of the sponsor, as an advisor in connection with the initial business combination to assist us in holding meetings with our
stockholders to discuss any potential initial business combination and
the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities and assist
us with our press releases and public filings in connection with the initial business combination. We will pay CF&Co. a cash fee for
such services upon the consummation of the initial business combination in an amount of $10,500,000, which is equal to 3.5% of the gross
proceeds of the initial public offering.

25

Related Party Loans

In order to finance transaction
costs in connection with an intended initial business combination, the sponsor has committed up to $1,750,000 in the Sponsor Loan to be
provided to us to fund expenses relating to investigating and selecting a target business and other working capital requirements, including
$10,000 per month for office space, administrative and shared personnel support services that will be paid to the sponsor, after the initial
public offering and prior to our initial business combination. As of December 31, 2021 and 2020, we had borrowed approximately $949,000
and $0, respectively, under the Sponsor Loan.

The sponsor pays expenses
on our behalf and we reimburse the sponsor for such expenses paid on our behalf. As of December 31, 2021 and 2020, we had accounts payable
outstanding to the sponsor for such expenses paid on our behalf of approximately $557,000 and $106,000, respectively.

Critical Accounting Policies and Estimates

We have identified the following
as our critical accounting polices:

Use of Estimates

The preparation of our financial
statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our consolidated
financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the
time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable
under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis.
To the extent actual experience differs from the assumptions used, our consolidated balance sheets, consolidated statements of operations,
consolidated statements of stockholders’ equity (deficit) and consolidated statements of cash flows could be materially affected.
We believe that the following accounting policies involve a higher degree of judgment and complexity.

Going Concern

In connection with our going
concern considerations in accordance with guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards
Codification (“ASC”) 205-40, Presentation of Financial Statements – Going Concern, we have until February 23,
2023 to consummate an initial business combination. Our mandatory liquidation date, if an initial business combination is not consummated,
raises substantial doubt about our ability to continue as a going concern. our financial statements included in this Report do not include
any adjustments related to the recovery of the recorded assets or the classification of the liabilities should we be unable to continue
as a going concern. In the event of a mandatory liquidation, within ten business days, we will redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held
in the trust account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares.

Emerging Growth Company

Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a
standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard.

26

Warrant and FPS Liability

We account for our outstanding
public warrants and private placement warrants and the FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging - Contracts
in Entity’s Own Equity, under which the warrants and the FPS do not meet the criteria for equity classification and must be
recorded as liabilities. As both the public and private placement warrants and the FPS meet the definition of a derivative under ASC 815,
Derivatives and Hedging, they are measured at fair value at inception and at each reporting date in accordance with the guidance
in ASC 820, Fair Value Measurement, with any subsequent changes in fair value recognized in the consolidated statement of operations
in the period of change.

Class A Common Stock Subject to Possible Redemption

We account for our Class A
common stock subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity.
Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value.
Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that
are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control)
are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. All
of the public shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence
of uncertain future events. Accordingly, as of December 31, 2021 and December 31, 2020, 30,000,000 and 0 shares of Class A common stock
subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ equity section of our
consolidated balance sheets. We recognize any subsequent changes in redemption value immediately as they occur and adjust the carrying
value of redeemable shares of Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing
of the initial public offering, we recognized the accretion from initial book value to redemption amount value of redeemable Class A common
stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the
carrying value of redeemable shares of Class A common stock also resulted in charges against Additional paid-in capital and Accumulated
deficit.

Net Loss Per Share of Common Stock

We comply with the accounting
and disclosure requirements of ASC 260, Earnings Per Share. Net loss per share of common stock is computed by dividing net loss
applicable to stockholders by the weighted average number of shares of common stock outstanding for the applicable periods. We apply the
two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded
from earnings per share as the redemption value approximates fair value.

We have not considered the
effect of the warrants to purchase an aggregate of 7,675,000 shares of Class A common stock sold in the initial public offering and the
concurrent private placement in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the
treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock
for the periods presented.

See Note 2—Summary of
Significant Accounting Policies to our consolidated financial statements in Part IV, Item 15 of this Report for additional information
regarding these critical accounting policies and other significant accounting policies.

Factors That May Adversely Affect Our Results of Operations

Our results of operations
and our ability to complete an initial business combination, including the Rumble Business Combination, may be adversely affected by various
factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business
could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation,
increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19
pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the
Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent
to which they may negatively impact our business and our ability to complete an initial business combination, including the Rumble Business
Combination.

Off-Balance Sheet Arrangements and Contractual Obligations

As of December 31, 2021,
we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did
not have any commitments or contractual obligations.