RUM Group Inc. (RUM) FY 2021 MD&A

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.

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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.

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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.

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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.