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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): November 15, 2024

 

Rumble Inc.
(Exact name of registrant as specified in its charter)

 

Delaware   001-40079   85-1087461
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification Number)

 

444 Gulf of Mexico Dr

Longboat Key, FL 34228
(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (941) 210-0196

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock, par value $0.0001 per share   RUM   The Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share   RUMBW   The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

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

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 15, 2024, the Board of Directors (the “Board”) of Rumble Inc. (the “Company”) appointed Jerry Naumoff to serve as a director on the Board, effective immediately. The Board has determined that Mr. Naumoff is “independent” under the rules of The Nasdaq Stock Market and the rules and regulations under the U.S. Securities Exchange Act of 1934, as amended.

 

There is no arrangement or understanding between Mr. Naumoff and any other person pursuant to which he was selected as a director, nor are there any transactions between the Company and Mr. Naumoff or any of his immediate family members (within the meaning of Item 404 of Regulation S-K) that require disclosure pursuant to Item 404(a) of Regulation S-K. Mr. Naumoff’s son is a non-executive, salaried employee of the Company.

 

The Board has appointed Mr. Naumoff to serve on the Board’s Audit Committee. Mr. Naumoff will participate in the Company’s standard non-employee director compensation program, as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 24, 2024.

 

- 1 -

 

 

SIGNATURES

 

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

 

  Rumble Inc.
   
Date: November 18, 2024 By: /s/ Michael Ellis
  Name:  Michael Ellis
  Title: General Counsel and Corporate Secretary

 

- 2 -

 

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Nov. 15, 2024
Document Type 8-K
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Document Period End Date Nov. 15, 2024
Entity File Number 001-40079
Entity Registrant Name Rumble Inc.
Entity Central Index Key 0001830081
Entity Tax Identification Number 85-1087461
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 444 Gulf of Mexico Dr
Entity Address, City or Town Longboat Key
Entity Address, State or Province FL
Entity Address, Postal Zip Code 34228
City Area Code 941
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Class A common stock, par value $0.0001 per share  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol RUM
Security Exchange Name NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol RUMBW
Security Exchange Name NASDAQ
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