Statement of Ownership (sc 13g)
2022年9月28日 - 1:32AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Rumble
Inc.
(Name of Issuer)
Class
A Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
78137L105
(CUSIP
Number)
September
16, 2022
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐ | Rule
13d-1(b) |
|
| |
|
☒ | Rule
13d-1(c) |
|
| |
|
☐ | Rule
13d-1(d) |
* | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 78137L105 | 13G | Page
2 of 6 Pages |
1 |
NAME
OF REPORTING PERSON
Daniel
John Bongino (1) |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐ |
3 |
SEC
USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
|
6 |
SHARED
VOTING POWER
15,885,353(2) |
|
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
15,885,353(2) |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,885,353(2)
|
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%(3)
|
|
12 |
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
|
|
(1) | The
record holder is Bongino Inc. By virtue of Daniel John Bongino’s 100% ownership of
Bongino Inc., he may be deemed to beneficially own the shares. |
| |
(2) | Includes
5,234,653 shares of Class A Common Stock (as defined below) that have been placed in escrow
pursuant to the terms of the Business Combination Agreement, dated December 1, 2021 (the
“Business Combination Agreement”), by and between CF Acquisition Corp. VI (n/k/a
Rumble Inc.) and Rumble Inc. (n/k/a Rumble Canada Inc.), and are subject to vesting conditions
and forfeiture pursuant to the terms of the Business Combination Agreement. |
| |
(3) | Percentage
based on 280,229,977 shares of Class A Common
Stock issued and outstanding (inclusive of all shares of Class A Common Stock issuable upon
exchange of the ExchangeCo Shares (as defined below) and which also includes shares of Class
A Common Stock and ExchangeCo Shares placed in escrow pursuant to the terms of the Business
Combination Agreement) as of September 16, 2022, as reported in the Issuer’s Current
Report on Form 8-K filed on September 22, 2022. For purposes of the foregoing calculation,
the issued and outstanding Class A Common Stock also includes 1,100,000 shares of Class
A Common Stock issuable upon vesting of restricted stock units granted to Christopher Pavlovski.
“ExchangeCo Shares” means exchangeable shares in 1000045728 Ontario Inc., a
corporation formed under the laws of the Province of Ontario, Canada, and an indirect, wholly
owned subsidiary of the Issuer. |
CUSIP No. 78137L105 | 13G | Page
3 of 6 Pages |
1 |
NAME
OF REPORTING PERSON
Bongino
Inc.(1) |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐ |
3 |
SEC
USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
|
6 |
SHARED
VOTING POWER
15,885,353(2) |
|
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
15,885,353(2) |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,885,353(2)
|
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%(3)
|
|
12 |
TYPE
OF REPORTING PERSON
CO |
|
|
|
|
|
|
(1) |
The record holder is Bongino Inc. By virtue of Daniel
John Bongino’s 100% ownership of Bongino Inc., he may be deemed to beneficially own the shares. |
|
|
(2) |
Includes 5,234,653 shares of Class A Common Stock that
have been placed in escrow, and are subject to vesting conditions and forfeiture, pursuant to the terms of the Business Combination
Agreement. |
|
|
(3) |
Percentage based on 280,229,977
shares of Class A Common Stock issued and outstanding (inclusive of all shares of Class A Common Stock issuable upon exchange
of the ExchangeCo Shares and which also includes shares of Class A Common Stock and ExchangeCo Shares placed in escrow pursuant to
the terms of the Business Combination Agreement) as of September 16, 2022, as reported in the Issuer’s Current Report on Form
8-K filed on September 22, 2022. For purposes of the foregoing calculation, the issued and outstanding Class A Common Stock
also includes 1,100,000 shares of Class A Common Stock issuable upon vesting of restricted stock units granted to Christopher
Pavlovski. |
CUSIP No. 78137L105 | 13G | Page
4 of 6 Pages |
Item
1.
Rumble
Inc. (the “Issuer”)
(b) | Address
of Issuer’s Principal Executive Offices |
444
Gulf of Mexico Drive
Longboat
Key, FL 34228
Item
2.
(a) | Name
of Person Filing
Bongino
Inc. and Daniel John Bongino |
| |
(b) | Address
of Principal Business Office or, if none, Residence |
2239
SW MANELE PLACE
PALM
CITY, FL 34990
(c) | Citizenship
United
States |
| |
(d) | Title
of Class of Securities
Class
A Common Stock, Par Value $0.0001 Per Share (the “Class A Common Stock”) |
| |
(e) | CUSIP
Number
78137L105 |
| Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a: |
| (a) | ☐
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
| (b) | ☐
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| (c) | ☐
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| (d) | ☐
Investment company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8). |
| (e) | ☐
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ☐
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☐
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ☐
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813). |
| (i) | ☐
Church plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| (j) | ☐
Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
| (k) | ☐
Group in accordance with §240.13d-1(b)(1)(ii)(K). |
| If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution: ______________ . |
CUSIP No. 78137L105 | 13G | Page
5 of 6 Pages |
| (a) | Amount
beneficially owned: 15,885,353 shares consisting of shares of Class A Common Stock held of
record by Bongino Inc, but may be beneficially owned by Daniel John Bongino. |
| | |
| (b) | Percent
of class: 5.7% (based on 280,229,977 issued and outstanding shares of Class A Common Stock
as determined and described in note 3 above). |
| | |
| (c) | Number
of shares as to which the person has: |
| (i) | Sole
power to vote or to direct the vote: 0 |
| (ii) | Shared
power to vote or to direct the vote: 15,885,353 |
| (iii) | Sole
power to dispose or to direct the disposition of: 0 |
| (iv) | Shared
power to dispose or to direct the disposition of: 15,885,353 |
| Item
5. | Ownership
of Five Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐.
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person.
Not
Applicable |
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
Not
Applicable
| Item
8. | Identification
and Classification of Members of the Group.
Not
Applicable |
| Item
9. | Notice
of Dissolution of Group.
Not
Applicable |
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely
in connection with a nomination under § 240.14a-11.
CUSIP No. 78137L105 | 13G | Page
6 of 6 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
September 26, 2022
|
Bongino Inc. |
|
|
|
By: |
/s/
Daniel John Bongino |
|
|
Name: |
Daniel John Bongino |
|
|
Title: |
President |
|
/s/ Daniel John Bongino |
|
Name: Daniel John Bongino |
CF Acquisition Corporati... (NASDAQ:CFVI)
過去 株価チャート
から 11 2024 まで 12 2024
CF Acquisition Corporati... (NASDAQ:CFVI)
過去 株価チャート
から 12 2023 まで 12 2024
Real-Time news about CF Acquisition Corporation VI (ナスダック市場): 0 recent articles
その他のRumble Inc.ニュース記事