Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2024

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

For the transition period from _________ to _________

Commission File Number: 001-40079

RUMBLE INC.

(Exact name of registrant as specified in its charter)

Delaware		85-1087461
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

444 Gulf of Mexico Dr
Longboat Key, FL 34228

(Address of Principal Executive Offices, including zip code)

(941) 210-0196

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	RUM	The Nasdaq Global Market
Warrants to purchase one share of Class A common stock	RUMBW	The Nasdaq Global Market

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

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

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

	☐ Large accelerated filer	☐ Accelerated filer
	☒ Non-accelerated filer	☒ Smaller reporting company
		☒ Emerging growth company

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

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

As of August 8, 2024, the registrant had issued and outstanding (i) 118,077,296 shares of Class A common stock, par value $0.0001 per share, (ii) 165,153,628 shares of Class C common stock, par value $0.0001 per share, and (iii) 105,782,403 shares of Class D common stock, par value $0.0001 per share.

RUMBLE INC.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
PART 1 - FINANCIAL INFORMATION		1

Item 1.	Unaudited Condensed Consolidated Financial Statements	1

	Unaudited Condensed Consolidated Statements of Operations	3

	Unaudited Condensed Consolidated Balance Sheets	4

	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity	5

	Unaudited Condensed Consolidated Statements of Cash Flows	7

	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Control and Procedures	38

PART II - OTHER INFORMATION		39

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 6.	Exhibits	43

SIGNATURES		44

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

●

our ability to grow and manage future growth profitably over time, maintain relationships with customers, compete within our industry and retain key employees;

●

the possibility that we may be adversely impacted by economic, business, and/or competitive factors;

●

our limited operating history makes it difficult to evaluate our business and prospects;

●

our recent and rapid growth may not be indicative of future performance;

●

we may not continue to grow or maintain our active user base, and we may not be able to achieve or maintain profitability;

●

risks relating to our ability to attract new advertisers, or the potential loss of existing advertisers or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets;

●

Rumble Cloud, our recently launched cloud business may not achieve success, and, as a result, our business, financial condition and results of operations could be adversely affected;

●

negative media campaigns may adversely impact our financial performance, results of operations, and relationships with our business partners, including content creators and advertisers;

●

spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute to some amount of overstatement of our performance indicators, including reporting of MAUs by Google;

●

we collect, store, and process large amounts of user video content and personal information of our users and subscribers. If our security measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face governmental investigations and legal claims from users and subscribers;

●

we may fail to comply with applicable privacy laws;

●

we are subject to cybersecurity risks and interruptions or failures in our information technology systems and as we grow and gain recognition, we will likely need to expend additional resources to enhance our protection from such risks. Notwithstanding our efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss;

●

we may be found to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations;

●

we may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of Section 230 of the Communications Decency Act of 1996 (“Section 230”);

●

we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violated any law;

●

paid endorsements by our content creators may expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely affect our business, financial condition and results of operations;

●

our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control;

●

our business depends on continued and unimpeded access to our content and services on the internet. If we or those who engage with our content experience disruptions in internet service, or if internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers;

●

we face significant market competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could be harmed;

●

we rely on data from third parties to calculate certain of our performance metrics. Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business;

●

changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue;

●

we derive the majority of our revenue from advertising. The failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets would adversely affect our business;

●

we depend on third-party vendors, including internet service providers, advertising networks, and data centers, to provide core services;

iii

●

hosting and delivery costs may increase unexpectedly;

	●	we have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity;

	●	we may be unable to develop or maintain effective internal controls;

●

potential diversion of management’s attention and consumption of resources as a result of acquisitions of other companies and success in integrating and otherwise achieving the benefits of recent and potential acquisitions;

●

we may fail to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

●

changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new tax legislation, or exposure to additional tax liabilities may adversely impact our financial results;

●

compliance obligations imposed by new privacy laws, laws regulating social media platforms and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business; and

●

other risks and uncertainties indicated in this Quarterly Report and in other filings that we have made or will make with the Securities and Exchange Commission (the “SEC”), including the risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.

PART I - FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Rumble Inc.

Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

For the three and six months ended June 30, 2024 and 2023

Rumble Inc.

Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

For the three and six months ended June 30, 2024 and 2023

	Contents
Condensed Consolidated Interim Financial Statements
Condensed Consolidated Interim Statements of Operations	3
Condensed Consolidated Interim Balance Sheets	4
Condensed Consolidated Interim Statements of Shareholders’ Equity	5
Condensed Consolidated Interim Statements of Cash Flows	7
Notes to the Condensed Consolidated Interim Financial Statements	8-22

Rumble Inc.

Condensed Consolidated Interim Statements of Operations

(Expressed in U.S. Dollars)

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2024			2023			2024			2023

Revenues	$	22,469,543		$	24,974,054		$	40,202,999		$	42,589,429

Expenses
Cost of services (content, hosting, other)	$	35,692,133		$	40,849,816		$	67,520,487		$	66,864,181
General and administrative		10,415,016			9,199,183			19,737,395			17,794,279
Research and development		5,319,230			4,348,760			9,847,022			6,966,419
Sales and marketing		6,274,749			3,697,312			9,571,491			7,032,877
Acquisition-related transaction costs		-			704,202			-			704,202
Amortization and depreciation		3,564,219			1,043,560			5,990,361			1,724,634
Changes in fair value of contingent consideration		17,768			(373,996	)		1,354,357			(373,996	)

Total expenses		61,283,115			59,468,837			114,021,113			100,712,596

Loss from operations		(38,813,572	)		(34,494,783	)		(73,818,114	)		(58,123,167	)
Interest income		2,174,166			3,570,423			4,696,118			6,878,350
Other expense		(3,869	)		(2,495	)		(73,577	)		(18,401	)
Changes in fair value of warrant liability		10,014,200			1,489,250			(723,695	)		(6,842,500	)

Loss before income taxes		(26,629,075	)		(29,437,605	)		(69,919,268	)		(58,105,718	)
Income tax expense		(151,625	)		(16,475	)		(151,472	)		(16,475	)

Net loss	$	(26,780,700	)	$	(29,454,080	)	$	(70,070,740	)	$	(58,122,193	)

Loss per share – basic and diluted	$	(0.13	)	$	(0.15	)	$	(0.35	)	$	(0.29	)
Weighted-average number of common shares used in computing net loss per share - basic and diluted		204,091,819			201,257,144			202,998,041			201,006,921

Share-based compensation expense included in expenses:
Cost of services (content, hosting, and other)	$	2,538,203		$	689,732		$	2,927,113		$	1,198,807
General and administrative		3,061,516			2,743,507			7,037,387			4,438,058
Research and development		666,468			298,176			937,340			365,274
Sales and marketing		291,194			129,261			418,435			167,747
Total share-based compensation expense	$	6,557,381		$	3,860,676		$	11,320,275		$	6,169,886

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

Rumble Inc.

Condensed Consolidated Interim Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited)

	June 30, 2024			December 31, 2023
Assets

Current assets
Cash and cash equivalents	$	153,103,502		$	218,338,658
Marketable securities		1,135,200			1,135,200
Accounts receivable		10,093,581			5,440,447
Prepaid expenses and other		18,888,144			13,090,072
		183,220,427			238,004,377

Other non-current assets		646,089			1,626,802
Property and equipment, net		18,974,584			19,689,987
Right-of-use assets, net		2,503,733			2,473,903
Intangible assets, net		27,197,853			23,262,428
Goodwill		10,655,391			10,655,391
	$	243,198,077		$	295,712,888

Liabilities and Shareholders’ Equity

Current liabilities
Accounts payable and accrued liabilities	$	24,848,092		$	24,713,203
Deferred revenue		13,109,111			7,003,891
Deferred tax liability		1,030,757			-
Lease liabilities		1,229,177			975,844
Contingent consideration		-			863,643
		40,217,137			33,556,581

Lease liabilities, long-term		1,391,530			1,630,837
Contingent consideration, net of current portion		-			705,717
Warrant liability		8,420,300			7,696,605
Other liability		500,000			500,000
		50,528,967			44,089,740
Commitments and contingencies (Note 13)

Shareholders’ equity
Preferred shares ($0.0001 par value per share, 20,000,000 shares authorized, no shares issued or outstanding)		-			-
Common shares ($0.0001 par value per share, 700,000,000 Class A shares authorized, 118,015,270 and 114,926,700 shares issued and outstanding, as of June 30, 2024 and December 31, 2023, respectively; 170,000,000 Class C authorized, 165,153,621 and 165,353,621shares issued and outstanding, as of June 30, 2024 and December 31, 2023, respectively; 110,000,000 Class D authorized, 105,782,403 and 105,782,403 shares issued and outstanding, as of June 30, 2024 and December 31, 2023, respectively)		768,812			768,523
Accumulated deficit		(215,273,903	)		(145,203,163	)
Additional paid-in capital		407,174,201			396,057,788
		192,669,110			251,623,148
	$	243,198,077		$	295,712,888

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

Rumble Inc.

Condensed Consolidated Interim Statements of Shareholders’ Equity

(Expressed in U.S. Dollars)

(Unaudited)

For the three months ended June 30, 2024
	Number of Common Stock												Additional Paid-in			Accumulated
	Class A		Class C		Class D		Class A		Class C		Class D		Capital			Deficit			Total
Balance March 31, 2024		115,126,700		165,153,621		105,782,403	$	741,430	$	16,515	$	10,578	$	398,420,787		$	(188,493,203	)	$	210,696,107
Issuance of Class A Common Stock in connection with Callin acquisition		845,570		-		-		85		-		-		2,739,184			-			2,739,269
Issuance of Class A Common Stock upon exercise of stock options and vesting of restricted stock units		2,043,000		-		-		204		-		-		294,577			-			294,781
Net share settlement on restricted stock units		-		-		-		-		-		-		(788,128	)		-			(788,128	)
Share-based compensation		-		-		-		-		-		-		6,507,781			-			6,507,781
Loss for the period		-		-		-		-		-		-		-			(26,780,700	)		(26,780,700	)
Balance June 30, 2024		118,015,270		165,153,621		105,782,403	$	741,719	$	16,515	$	10,578	$	407,174,201		$	(215,273,903	)	$	192,669,110

For the six months ended June 30, 2024
	Number of Common Stock														Additional Paid-in			Accumulated
	Class A		Class C			Class D		Class A		Class C			Class D		Capital			Deficit			Total
Balance December 31, 2023		114,926,700		165,353,621			105,782,403	$	741,410	$	16,535		$	10,578	$	396,057,788		$	(145,203,163	)	$	251,623,148
Issuance of Class A Common Stock in exchange for Class C Common Stock		200,000		(200,000	)		-		20		(20	)		-		-			-			-
Issuance of Class A Common Stock in connection with Callin acquisition		845,570		-			-		85		-			-		2,739,184			-			2,739,269
Issuance of Class A Common Stock upon exercise of stock options and vesting of restricted stock units		2,043,000		-			-		204		-			-		294,577			-			294,781
Net share settlement on restricted stock units		-		-			-		-		-			-		(788,128	)		-			(788,128	)
Share-based compensation		-		-			-		-		-			-		8,870,780			-			8,870,780
Loss for the period		-		-			-		-		-			-		-			(70,070,740	)		(70,070,740	)
Balance June 30, 2024		118,015,270		165,153,621			105,782,403	$	741,719	$	16,515		$	10,578	$	407,174,201		$	(215,273,903	)	$	192,669,110

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

Rumble Inc.

Condensed Consolidated Interim Statements of Shareholders’ Equity

(Expressed in U.S. Dollars)

(Unaudited)

For the three months ended June 30, 2023
	Number of Common Stock													Additional Paid-in			Accumulated
	Class A			Class C		Class D		Class A		Class C		Class D		Capital			Deficit			Total
Balance March 31, 2023		111,467,763			167,662,214		105,782,403	$	741,013	$	16,766	$	10,578	$	369,958,333		$	(57,450,814	)	$	313,275,876
Issuance of Class A Common Stock in connection with the Callin acquisition		966,857			-		-		147		-		-		14,520,968			-			14,521,115
Issuance costs in connection with Callin acquisition		-			-		-		-		-		-		(40,478	)		-			(40,478	)
Issuance of Class A Common Stock upon vesting of restricted stock units		94,145			-		-		9		-		-		(9	)		-			-
Net share settlement on restricted stock units		(44,625	)		-		-		-		-		-		(447,589	)		-			(447,589	)
Share-based compensation		-			-		-		-		-		-		3,860,676			-			3,860,676
Loss for the period		-			-		-		-		-		-		-			(29,454,080	)		(29,454,080	)
Balance June 30, 2023		112,484,140			167,662,214		105,782,403	$	741,169	$	16,766	$	10,578	$	387,851,901		$	(86,904,894	)	$	301,715,520

For the six months ended June 30, 2023
	Number of Common Stock													Additional Paid-in			Accumulated
	Class A			Class C		Class D		Class A		Class C		Class D		Capital			Deficit			Total
Balance December 31, 2022		111,467,763			167,662,214		105,782,403	$	741,013	$	16,766	$	10,578	$	367,649,123		$	(28,782,701	)	$	339,634,779
Issuance of issuable Class A Common Stock in connection with the Callin acquisition		966,857			-		-		147		-		-		14,520,968			-			14,521,115
Issuance costs in connection with Callin acquisition		-			-		-		-		-		-		(40,478	)		-			(40,478	)
Issuance of Class A Common Stock upon vesting of restricted stock units		94,145			-		-		9		-		-		(9	)		-			-
Net share settlement on restricted stock units		(44,625	)		-		-		-		-		-		(447,589	)		-			(447,589	)
Share-based compensation		-			-		-		-		-		-		6,169,886			-			6,169,886
Loss for the period		-			-		-		-		-		-		-			(58,122,193	)		(58,122,193	)
Balance June 30, 2023		112,484,140			167,662,214		105,782,403	$	741,169	$	16,766	$	10,578	$	387,851,901		$	(86,904,894	)	$	301,715,520

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

Rumble Inc.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited)

For the six months ended June 30,	2024			2023

Cash flows provided by (used in)
Operating activities
Net loss for the period	$	(70,070,740	)	$	(58,122,193	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation		5,990,361			1,724,634
Share-based compensation		8,605,289			5,722,297
Non-cash interest expense		51,888			13,487
Non-cash marketing expense		3,000,000			-
Amortization on right-of-use assets		535,930			290,863
Change in fair value of warrants		723,695			6,842,500
Change in fair value of contingent consideration		1,354,357			(373,996	)

Changes in operating assets and liabilities:
Accounts receivable		(4,653,134	)		(2,102,138	)
Prepaid expenses and other		(4,845,637	)		(6,681,846	)
Accounts payable and accrued liabilities		155,289			10,980,889
Deferred revenue		3,105,220			7,486,791
Deferred tax liability		1,030,757			-
Operating lease liabilities		(575,345	)		(306,116	)
Net cash used in operating activities		(55,592,070	)		(34,524,828	)

Investing activities
Purchase of property and equipment		(1,790,891	)		(7,684,880	)
Purchase of intangible assets		(3,499,502	)		(356,779	)
Cash acquired in connection with Callin acquisition		-			1,000,989
Cash paid to non-accredited investors in connection with Callin acquisition		(204,846	)		-
Cash paid in connection with North River acquisition		(3,654,500	)		-
Net cash used in investing activities		(9,149,739	)		(7,040,670	)

Financing activities
Taxes paid from net share settlement for share-based compensation		(788,128	)		-
Proceeds from exercise of stock options		294,781			-
Share issuance costs		-			(40,478	)
Net cash used in financing activities		(493,347	)		(40,478	)
Decrease in cash and cash equivalents during the period		(65,235,156	)		(41,605,976	)

Cash and cash equivalents, beginning of period		218,338,658			337,169,279
Cash and cash equivalents, end of period	$	153,103,502		$	295,563,303

Supplemental cash flow information
Cash paid for income taxes	$	146,865		$	16,475
Cash paid for interest		-			4,212
Cash paid for lease liabilities		535,930			392,141

Non-cash investing and financing activities:
Non-cash consideration related to the acquisition of Callin (Note 3)		-			18,226,572
Class A Common Stock issued to settle contingent consideration liability		1,404,753			-
Property and equipment in accounts payable and accrued liabilities		863,860			2,567,031
Recognition of operating right-of-use assets in exchange of operating lease liabilities		565,760			-
Share-based compensation capitalized related to intangible assets		265,490			-

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

Rumble Inc.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

For the three and six months ended June 30, 2024 and 2023

1.	Overview and Basis of Presentation

Nature of Operations

On December 1, 2021, Rumble Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Legacy Rumble”) and CF Acquisition VI, a Delaware corporation (“CFVI”) entered into a business agreement (the “Business Combination Agreement”). On September 16, 2022, pursuant to the terms of the Business Combination Agreement, Legacy Rumble and CFVI announced the completion of a transaction whereby CFVI was renamed Rumble Inc. and Legacy Rumble was renamed Rumble Canada Inc.

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

Basis of Presentation

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

These financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2023 (“Annual Financial Statements”). These financial statements have been prepared using the same accounting policies that were described in Note 2 to the Annual Financial Statements.

Use of Estimates

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

Rumble Inc.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

For the three and six months ended June 30, 2024 and 2023

Summary of Significant Accounting Policies

Trade and Barter Transactions

The Company engages in trade and barter transactions whereby the Company and its counterparty exchange media campaigns or other promotional services. The Company reviews each transaction to ensure the advertising it receives has economic substance and records revenue in an amount equal to the fair value of the products and services received unless this is not reasonable to estimate, in which case the consideration is measured based on the standalone selling price of the advertising inventory promised or delivered to the customer. Trade and barter revenue is recognized when the performance obligation is fulfilled and follows the same pattern of recognition as the Company’s normal advertising revenue. Trade and barter expense is recorded when goods or services are consumed. Trade and barter revenue for the three and six months ended June 30, 2024 and 2023 were $nil and $nil, respectively. Trade and barter expenses for the three and six months ended June 30, 2024 and 2023 were $3,000,000 and $nil, respectively. The trade and barter expense is recorded in sales and marketing expense in the condensed consolidated interim statement of operations.

Prior Period Reclassifications

Certain amounts in expenses and other income (expenses) in prior periods have been reclassified to conform with current period presentation. The reclassification has no impact on net loss, loss per share or total shareholders’ equity.

Acquisitions

Acquisition of Callin Corp.

On May 15, 2023 (the “Acquisition Date”), the Company acquired 100% of the outstanding equity of Callin Corp. (“Callin”), a podcasting and live streaming platform. Callin creates a seamless experience for its users to create, discover, and consume live and recorded content. The Company has determined that Callin meets the definition of a business and has accounted for the acquisition as a business combination. The fair value of the assets acquired and the liabilities assumed by the Company in connection with the acquisition is as follows:

Total consideration	$	18,226,572

Net assets acquired:
Cash	$	1,000,989
Accounts receivable		10,939
Prepaid expenses		200,651
Property and equipment		37,841
Software and technology		9,352,000
Accounts payable, accruals, and other liabilities		(1,137,814	)
Deferred tax liability		(1,230,526	)
Total net assets acquired	$	8,234,080

Goodwill	$	9,992,492

Rumble Inc.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

For the three and six months ended June 30, 2024 and 2023

Acquisitions (Continued)

Acquisition of Callin Corp. (Continued)

The fair value of the consideration consists of the following:

	Fair Value
Shares issued	$	6,055,409
Shares to be issued		3,747,209
Replacement awards		15,578
Contingent consideration (liability) – retention payments		3,491,741
Contingent consideration (equity) – milestone 1		2,490,152
Contingent consideration (equity) – milestone 2		2,356,483
Contingent consideration payable		70,000
Total consideration	$	18,226,572

Under the terms of the acquisition agreement, the Company is required to issue upfront share consideration of 981,243 shares of Class A Common Stock to the preferred shareholders and SAFE note holders of Callin. The fair value of the Company’s Class A Common Stock on the acquisition date was $9.99 per share. In addition, the Company issued rights to four payments each consisting of 375,000 contingently issuable shares of Class A Common Stock to the common shareholders, series FF preferred shareholders, option holders and continuing employees of Callin contingent on the following conditions being met:

●

Retention payment 1: Services are provided by a selling shareholder for 12 months;

●

Retention payment 2: Services are provided by a selling shareholder for 24 months;

●

Milestone payment 1: Within 12 months, certain feature development and technical performance criteria are achieved, and the acquired technology is integrated into the Company’s existing software and

●

Milestone payment 2: Within 24 months, certain feature development and technical performance criteria are achieved.

In assessing what is part of the business combination, the Company has determined that because the two retention payments are contingent on a selling shareholder providing services post-combination, the portion of those tranches earned by the party providing services should be reflected in the Company’s financial statements as post-combination expense. In addition, where future services are required by employees in order to earn rights to the contingent consideration, such rights are being accounted for either entirely as post-combination expense or as replacement awards where the rights replace unvested options or restricted series FF preferred shares that were originally granted by Callin. Rights to contingent consideration held by non-accredited investors will be settled in cash at $8.92 per share. For the remainder, the four tranches of contingently issuable shares have been accounted for as contingent consideration.

The following table shows the breakdown of the contingently issuable shares:

	Number of Shares
Contingent consideration		903,689
Share-based compensation (Note 11)		596,311
Total contingently issuable shares		1,500,000

Rumble Inc.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

For the three and six months ended June 30, 2024 and 2023

Acquisitions (Continued)

Acquisition of Callin Corp. (Continued)

During the three and six months ended June 30, 2024, certain of the contingently issuable shares were issued. Refer to Note 11 for the share-based compensation and below for the impact on contingent consideration.

The fair value of the contingent consideration has been estimated as follows:

Retention payments 1 and 2

At the acquisition date, the Company determined that retention payments 1 and 2 are one unit of account requiring the Company to issue a variable number of shares that is not indexed to the Company’s stock. As a result, the consideration that is contingent on one of the selling shareholder’s providing services has been classified as a liability. The contingent consideration is classified Level 3 in the fair value hierarchy. The key inputs into the fair value determination are the probability of achieving the milestones, which impacts the expected number of shares to be issued, and the share price on the acquisition date. At the acquisition date, management estimated the number of shares to be issued is 349,523.

On May 15, 2024, retention payment 1 was met resulting in the issuance of 196,469 shares of Class A Common Stock and a cash payment of $106,026. Retention payment 2 was reclassified to equity because the number of shares to be issued if the contingency is met is now fixed. As a result, the Company recognized $1,334,516 in equity and $184,448 in accounts payable and accrued liabilities.

The Company has recognized a change in fair value for the retention payment 1 and 2 contingent consideration of $17,768 and $1,354,357 due to the change in the Company’s stock price and the probability of each contingency being met for the three and six months ended June 30, 2024, respectively.

Milestone payments 1 and 2

The Company has determined that milestone payments 1 and 2 are separate units of account because a fixed number of shares will be issued if each contingency is met, and meeting one contingency is not dependent on the other. The key inputs into the fair value determination are the probability of each contingency being met, and the share price on the acquisition date. As of June 30, 2024, milestone payments 1 and 2 were met resulting in the issuance of 513,330 shares of Class A Common Stock and a cash payment of $98,820.

The acquired goodwill relates to Callin’s workforce and synergies that are expected to be realized upon the integration of Callin’s technology with the Rumble platform. Such synergies will include the ability to leverage the creator relationships that Rumble has secured to date and will allow for a greater ability to establish brand recognition and monetization of the Callin platform in the future. The goodwill is not expected to be deductible for tax purposes.

Acquisition of North River Project Inc.

On October 3, 2023, the Company acquired 100% of the outstanding equity of North River Project Inc. (“North River”), for $10,000,000 Canadian Dollars ($7,293,000 US Dollars) in cash upfront and future contingent cash payments of up to $10,000,000 Canadian Dollars. The contingent consideration contains two payments each consisting of $5,000,000 Canadian Dollars upon the completion of feature development and integration of the acquired technology into the Company’s existing software within a 5-year period. The Company has elected to account for the contingent consideration at the point in time in which the payments have been met. During the six months ended June 30, 2024, one of the milestones was achieved and consequently the Company made a cash payment of $5,000,000 Canadian Dollars ($3,654,500 US Dollars) to the former North River equityholders.

Rumble Inc.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

For the three and six months ended June 30, 2024 and 2023

3.	Acquisitions (Continued)

Acquisition of North River Project Inc. (Continued)

The Company allocated the contingent payment to the acquired assets based on their relative fair value on the date of acquisition as follows:

	Fair Value
Software and technology	$	4,500,536
Assembled workforce		184,721
Deferred tax liability		(1,030,757	)
Total consideration	$	3,654,500

The additions were allocated to the cost basis of the acquired assets and the Company recognized a cumulative catch up on the amortization expense in the amount of $744,351 during the three and six months ended June 30, 2024.

The acquired software and technology was assigned a useful life of 5 years and the assembled workforce was assigned a useful life of 2 years. The assets are recorded in intangible assets in the Company’s condensed consolidated interim balance sheet.

Revenue from Contracts with Customers

The following table presents revenues disaggregated by type:

	Three months ended				Six months ended
	June 30				June 30
	2024		2023		2024		2023

Audience Monetization	$	19,742,569	$	22,796,394	$	35,092,007	$	38,583,692
Other Initiatives		2,726,974		2,177,660		5,110,992		4,005,737
Total revenues	$	22,469,543	$	24,974,054	$	40,202,999	$	42,589,429

Audience Monetization

Audience Monetization includes: advertising fees on the Rumble platform; 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; 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.

Rumble Inc.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

For the three and six months ended June 30, 2024 and 2023

Revenue from Contracts with Customers (Continued)

Other Initiatives

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.

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

	Three months ended				Six months ended
	June 30				June 30
	2024		2023		2024		2023

Point in time	$	7,304,391	$	5,439,110	$	13,817,795	$	10,515,698
Over time		15,165,152		19,534,944		26,385,204		32,073,731
Total revenues	$	22,469,543	$	24,974,054	$	40,202,999	$	42,589,429

Deferred Revenue

Deferred revenue recorded at June 30, 2024 is expected to be fully recognized by June 30, 2025. The deferred revenue balance was $13,109,111 and $7,003,891 as of June 30, 2024 and December 31, 2023, respectively.

Cash, Cash Equivalents, and Marketable Securities

Cash and cash equivalents as of June 30, 2024 and December 31, 2023 consist of the following:

	Contracted	June 30, 2024		December 31, 2023
	Maturity	Balance		Balance

Cash	Demand	$	7,135,586	$	11,632,839
Treasury bills and money market funds	Demand		145,967,916		206,705,819
		$	153,103,502	$	218,338,658

Marketable securities consist of term deposits of $1,135,200 and $1,135,200 as at June 30, 2024 and December 31, 2023, respectively. The Company did not have any long-term investments as at June 30, 2024 or December 31, 2023.

As of June 30, 2024 and December 31, 2023, the Company entered into a guarantee/ standby letter of credit in the amount of $1,362,500 which will be used towards the issuance of credit for running the Company’s day-to-day business operations.

Rumble Inc.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

For the three and six months ended June 30, 2024 and 2023

Property and Equipment

	June 30,			December 31,
	2024			2023
Computer hardware	$	23,747,540		$	21,969,345
Furniture and fixtures		123,417			121,077
Leasehold improvements		1,922,257			1,911,901
		25,793,214			24,002,323
Accumulated depreciation		(6,818,630	)		(4,312,336	)
Net carrying value	$	18,974,584		$	19,689,987

Depreciation expense on property and equipment was $1,385,177 and $688,926 for the three months ended June 30, 2024 and 2023, respectively. Depreciation expense on property and equipment was $2,506,294 and $1,218,997 for the six months ended June 30, 2024 and 2023, respectively.

Right-of-Use Assets and Lease Liabilities

The Company leases several facilities and data centers under non-cancelable operating leases. Our leases have original lease periods expiring between 2024 and 2027. The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.

	June 30, 2024					December 31, 2023
			Accumulated					Accumulated
	Cost		Depreciation			Cost		Depreciation
Right-of-use assets	$	4,398,944	$	(1,895,211	)	$	3,833,184	$	(1,359,281	)
Net book value			$	2,503,733				$	2,473,903

Operating lease costs for the three months ended June 30, 2024 and 2023 was $314,855 and $177,192, respectively. Operating lease costs for the six months ended June 30, 2024 and 2023 was $637,368 and $330,010, respectively. These costs are included in general and administrative expenses in the condensed consolidated interim statement of operations.

Weighted-average remaining lease term and discount rate were as follows:

	June 30, 2024	December 31, 2023
Weighted-average remaining lease term	2.24 years	2.65 years
Weighted-average discount rate	7.67%	7.52%

Rumble Inc.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

For the three and six months ended June 30, 2024 and 2023

Right-of-Use Assets and Lease Liabilities (Continued)

The following shows the future minimum lease payments for the remaining years under the lease arrangement as of June 30, 2024.

2024	$	682,697
2025		1,264,859
2026		803,372
2027		49,241
		2,800,169
Less: imputed interest		(179,462	)
		2,620,707
Current portion	$	1,229,177
Long-term portion	$	1,391,530

Imputed interest represents the difference between undiscounted cash flows and cash flows

Intangible Assets

	June 30, 2024
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intellectual property	$	461,663	$	(138,594	)	$	323,069
Domain name		500,448		(102,700	)		397,748
Brand		1,284,000		(344,569	)		939,431
Software and technology		25,708,337		(4,401,269	)		21,307,068
Internal software development		4,425,507		(539,288	)		3,886,219
Assembled workforce		550,909		(206,591	)		344,318
	$	32,930,864	$	(5,733,011	)	$	27,197,853

	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intellectual property	$	461,663	$	(101,023	)	$	360,640
Domain name		500,448		(86,019	)		414,429
Brand		1,284,000		(280,369	)		1,003,631
Software and technology		20,894,389		(1,618,906	)		19,275,483
Internal software development		2,004,684		(116,854	)		1,887,830
Assembled workforce		366,188		(45,773	)		320,415
	$	25,511,372	$	(2,248,944	)	$	23,262,428

Rumble Inc.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

For the three and six months ended June 30, 2024 and 2023

Intangible Assets (Continued)

Amortization expense related to intangible assets was $2,179,042 and $354,634 for the three months ended June 30, 2024 and 2023, respectively. Amortization expense related to intangible assets was $3,484,067 and $505,637 for the six months ended June 30, 2024 and 2023, respectively.

For intangible assets held as of June 30, 2024, future amortization expense is as follows:

2024	$	3,393,561
2025		6,662,718
2026		6,191,391
2027		5,719,073
2028		4,514,614
Thereafter		716,496
	$	27,197,853

9.	Other Liability

The Company has received certain amounts from a third party to assist with certain operating expenditures of the Company. These amounts are to be repaid upon settlement of those expenditures, are non-interest bearing, and have been treated as a long-term liability. As of June 30, 2024 and December 31, 2023, an amount of $500,000 related to these expenses was recorded in other liability.

10.

Shareholders’ Equity

The Company is authorized to issue 1,000,000,000 shares, consisting of:

(i)

700,000,000 shares of Class A Common Stock with a par value of $0.0001 per share;

(ii)

170,000,000 shares of Class C Common Stock with a par value of $0.0001 per share;

(iii)

110,000,000 shares of Class D Common Stock with a par value of $0.0001 per share; and

(iv)

20,000,000 shares of preferred stock with a par value of $0.0001 per share.

The following shares of common stock are issued and outstanding at:

	June 30, 2024				December 31, 2023
	Number		Amount		Number		Amount

Class A Common Stock		118,015,270	$	741,719		114,926,700	$	741,410
Class C Common Stock		165,153,621		16,515		165,353,621		16,535
Class D Common Stock		105,782,403		10,578		105,782,403		10,578

Balance		388,951,294	$	768,812		386,062,724	$	768,523

Rumble Inc.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

For the three and six months ended June 30, 2024 and 2023

10.

Shareholders’ Equity (Continued)

Former holders of Legacy Rumble’s common shares are eligible to receive up to an aggregate of 105,000,000 additional shares of the Company’s Class A Common Stock, of which 76,412,604 shares are currently held in escrow and 28,587,396 shares will be issued if and when the contingency is met. Similarly, the Sponsor’s common shares are eligible to receive up to an aggregate of 1,973,750 additional shares of the Company’s Class A Common Stock, which will be issued if and when the contingency is met. The holders are eligible to the shares if the closing price of the Company’s Class A Common Stock is greater than or equal to $15.00 and $17.50, respectively (with 50% released at each target, or if the latter target is reached first, 100%) for a period of 20 trading days during any 30 trading-day period. The term will expire September 16, 2027. If there is a change in control prior to September 16, 2027 resulting in a per share price equal to or in excess of the $15.00 and $17.50 share price milestones not previously met, then the Company shall issue the earnout shares to the holders.

11.

Share-Based Compensation Expense

The Company’s stock award plans consist of:

Rumble Inc. Amended and Restated Stock Option Plan

The Company maintains a long-term incentive plan, the Rumble Inc. Amended and Restated Stock Option Plan (the “Stock Option Plan”). The Stock Option Plan governs the terms and conditions of the outstanding awards previously granted under the Stock Option Plan, as well as all options to purchase Legacy Rumble Class A common shares or Legacy Rumble Class B common shares which were converted into options to purchase shares of Class A Common Stock in connection with the Business Combination.

As of June 30, 2024, there were 58,165,382 shares of Class A Common Stock reserved for future issuance under the Stock Option Plan.

Rumble Inc. 2022 Stock Incentive Plan

The Rumble Inc. 2022 Stock Incentive Plan (the “Stock Incentive Plan”) was approved by the board of directors and the stockholders of the Company, and became effective, on September 16, 2022. The Company initially reserved 27,121,733 shares of Common Stock for issuance under the Stock Incentive Plan, subject to a ten-year an evergreen feature.

As of June 30, 2024, there were 36,361,367 shares of Class A Common Stock reserved for future issuance under the Stock Incentive Plan.

Restricted Stock Units

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

	Number			Weighted Average Grant Date Fair Value
Outstanding, December 31, 2023		1,631,338		$	10.55
Granted		2,022,310			7.09
Vested		(596,491	)		8.25
Forfeited		(13,965	)		7.56
Outstanding, June 30, 2024		3,043,192		$	8.71

Rumble Inc.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

For the three and six months ended June 30, 2024 and 2023

11.

Share-Based Compensation Expense (Continued)

Restricted Stock Units (Continued)

The total unrecognized compensation cost for the RSUs issued is $19,005,429 which is expected to be recognized over a weighted-average period of 1.44 years.

Stock Options

The following table reflects the continuity of stock option transactions:

	Six months ended June 30, 2024
	Service Conditions					Performance Conditions
	Number			Weighted Average Exercise Price		Number		Weighted Average Exercise Price
Outstanding, beginning of year		65,004,839		$	0.50		358,249	$	9.42
Granted		3,024,565			6.66		-		-
Exercised		(1,576,968	)		0.19		-		-
Forfeited		(5,121,178	)		4.77		-		-
Outstanding, end of period		61,331,258		$	0.73		358,249	$	9.42

Vested and exercisable		58,496,862		$	0.19		-	$	-

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A Common Stock for those stock options that had exercise prices lower than the fair value of the Company’s Class A Common Stock. As of June 30, 2024, the aggregate intrinsic value of options outstanding was $307,965,480 and the aggregate intrinsic value of the options vested and exercisable was $307,933,668.

The total unrecognized compensation cost for options with a service only condition and options with a performance condition as of June 30, 2024 was $20,352,825 and $3,000,000, respectively. For the options with a service only condition, as of June 30, 2024, the cost is expected to be recognized over a weighted average period of 2.77 years.

As of June 30, 2024, the Company has determined that it is not probable that the conditions related to the performance-based stock options will be met, and therefore, the Company has not recognized the related expense in the consolidated statement of operations.

The weighted average grant date fair value of the outstanding options with a service only condition and options with a performance condition as of June 30, 2024 was $1.12 and $8.37, respectively.

Rights to Acquisition Related Post-Combination Expense

As described in Note 3, share-based compensation expense relates to rights to contingent consideration that were accounted for as post-combination expense. Share-based compensation expense recognized in the condensed consolidated interim statement of operations related to the rights to contingent consideration was $310,201 and $508,133 for the three months ended June 30, 2024 and 2023, respectively. Share-based compensation expense recognized in the condensed consolidated interim statement of operations related to the rights to contingent consideration was $2,033,781 and $508,133 for the six months ended June 30, 2024 and 2023, respectively.

Rumble Inc.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

For the three and six months ended June 30, 2024 and 2023

11.

Share-Based Compensation Expense (Continued)

Rights to Acquisition Related Post-Combination Expense (Continued)

As discussed in Note 3, certain milestones were met during the three and six months ended June 30, 2024. As a result, 135,771 shares of Class A Common Stock were issued and $2,284,085 of cash was paid to settle the rights to contingent consideration.

As of June 30, 2024, there was $790,966 of total unrecognized compensation cost related to rights with a service only condition. That cost is expected to be recognized over a weighted-average period of 0.87 years.

12.

Loss per Share

Basic loss per share is computed by dividing net loss attributable to the Company by the weighted-average number of Class A and Class C Common Stock issued and outstanding, excluding those held in escrow as these are contingently issuable shares and have been excluded from the calculation during the three and six months ended June 30, 2024 and 2023. Shares of Class D Common Stock do not share in earnings and not participating securities (i.e., non-economic shares) and therefore, have been excluded from the calculation of weighted-average number of shares outstanding.

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

13.

Commitments and Contingencies

Commitments

The Company has non-cancelable contractual commitments of approximately $62 million as of June 30, 2024, which are primarily related to programming and content, leases, and other service arrangements. The majority of commitments will be paid over three years commencing in 2024.

Legal Proceedings

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

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

Rumble Inc.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

For the three and six months ended June 30, 2024 and 2023

13.

Commitments and Contingencies (Continued)

It is not possible to make a reasonable estimate of the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. As of June 30, 2024, there were no material indemnification claims that were probable or reasonably possible.

As of June 30, 2024, Rumble was defending a lawsuit against the Company and one of its shareholders seeking a variety of relief including rescission of a share redemption sale agreement with the Company or damages alleged to be worth $419.0 million.

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

14.

Fair Value Measurements

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

Level 1

Level 2

Level 3

Warrant Liability

Marketable Securities

Contingent Consideration

December 31, 2023

7,696,605

1,135,200

1,569,360

Change in fair value

723,695

1,354,357

Settlement by issuance of shares

(1,404,753

)

Reclassification to equity

(1,334,516

)

Reclassification to accounts payable and accrued liabilities

(184,448

)

June 30, 2024

8,420,300

1,135,200

Warrant liability

Warrant liability consists of warrants issued by the Company in public offerings, private placements, and forward purchase contracts. As of June 30, 2024 and December 31, 2023, the number of warrants outstanding and weighted-average exercise price were 8,050,000 warrants and $11.50, respectively. The warrants are exercisable and will expire on September 16, 2027, or earlier upon redemption or liquidation. All warrants are publicly traded.

Contingent consideration

The contingent consideration liability arose in May 2023 from the Callin acquisition. Refer to Note 3. The increase in fair value during the year is attributable to changes in the Company’s stock price and the increased probability of each contingency being met. On May 15, 2024, the contingent consideration liability was derecognized. One of the contingent payments was settled through the issuance of shares and the remaining contingent payment was reclassified to equity and accounts payable.

Rumble Inc.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

For the three and six months ended June 30, 2024 and 2023

15.

Credit and Concentration Risks

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to credit risk resulting from the possibility that a customer or counterparty to a financial instrument defaults on their financial obligations or if there is a concentration of transactions carried out with the same counterparty. Financial instruments that potentially subject the Company to concentrations of credit risk include cash, cash equivalents, marketable securities and accounts receivable.

The Company’s cash, cash equivalents, and marketable securities are held in reputable banks in its country of domicile and management believes the risk of loss to be remote. We maintain cash balances that exceed the insured limits by the Federal Deposit Insurance Corporation and the Canada Deposit Insurance Corporation.

The Company is exposed to credit risk in the event of default by its customers. Accounts receivables are recorded at the invoiced amount, do not bear interest, and do not require collateral. For the three months ended June 30, 2024 and 2023, one customer accounted for $5,803,843 and $14,596,739 or 26% and 58% of revenue, respectively. For the six months ended June 30, 2024 and 2023, one customer accounted for $8,479,419 and $23,765,265 or 21% and 56% of revenue, respectively. As of June 30, 2024, one customer accounted for 14% of accounts receivable. As of December 31, 2023, one customer accounted for 35% of accounts receivable.

16.

Related Party Transactions

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

Compensation to related parties totaled $3,785,461 and $3,349,257 for the three months ended June 30, 2024 and 2023, respectively. Of the total compensation, the Company paid share-based compensation to key management amounting to $2,650,673 and $2,119,457 for the three months ended June 30, 2024 and 2023, respectively. Compensation to related parties totaled $7,130,608 and $6,284,386 for the six months ended June 30, 2024 and 2023, respectively. Of the total compensation, the Company paid share-based compensation to key management amounting to $4,852,905 and $3,821,871 for the six months ended June 30, 2024 and 2023, respectively.

The Company has a vendor relationship with Cosmic Inc. and Kosmik Development Skopje doo (“Cosmic”) to provide content moderation and software development services. Cosmic is controlled by Chris Pavlovski, our Chairman and Chief Executive Officer, and Ryan Milnes, a member of our board of directors, each of whom holds a significant number of Rumble shares. The Company incurred related party expenses for these services of $884,131 and $704,386 during the three months ended June 30, 2024 and 2023, respectively. The Company incurred related party expenses for these services of $1,663,609 and $1,269,035 during the six months ended June 30, 2024 and 2023, respectively.

There were no other related party transactions during these periods.

Rumble Inc.

Notes to the Condensed Consolidated Interim Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

For the three and six months ended June 30, 2024 and 2023

17.

Segmented Information

Disclosure requirements about segments of an enterprise establish standards for reporting information regarding operating segments in the condensed consolidated interim financial statements. These requirements include presenting selected information for each segment. Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding how to allocate resources and assess performance. The Company’s chief decision maker is its chief executive officer. The Company and its chief decision maker view the Company’s operations and manage its business as one operating segment.

The following presents the revenue by geographic region:

	Three months ended				Six months ended
	June 30				June 30
	2024		2023		2024		2023

United States	$	20,850,168	$	23,642,456	$	37,808,444	$	39,797,744
Canada		939,213		232,371		1,121,494		296,883
Other		680,162		1,099,227		1,273,061		2,494,802
	$	22,469,543	$	24,974,054	$	40,202,999	$	42,589,429

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

	June 30, 2024		December 31, 2023

United States	$	18,683,144	$	19,334,231
Canada		291,440		355,756
	$	18,974,584	$	19,689,987

18.

Subsequent Events

The Company’s management reviewed all material events through August 12, 2024, and there were no material subsequent events other than those disclosed above.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated interim financial statements and the related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report and those discussed in our other filings with the SEC. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period. Amounts are presented in U.S. dollars.

Overview

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

Revenues

We generate revenues primarily from two types of revenue: Audience Monetization and Other Initiatives.

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

Refer to Note 2, Summary of Significant Accounting Policies, to the Company’s annual consolidated financial statements for the year ended December 31, 2023 (“Annual 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 (Exclusive of Amortization and Depreciation)

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

●

Programming and content costs related to compensation to content providers, including share-based compensation, from whom video and other content are licensed. These costs are paid to these providers based on revenues generated, or in fixed amounts. In certain circumstances, we incur additional costs related to incentivizing top content creators to promote and join our platform; and

●

Other cost of services such as third-party service provider costs, including data center and networking, and costs paid to publishers.

General and Administrative Expenses

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

Research and Development Expenses

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

Sales and Marketing Expenses

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

Acquisition-related Transaction Costs

Acquisition-related transaction costs consist of transaction expenses related to the Callin acquisition.

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 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.

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.

Google, “[UA→GA4] Comparing Metrics: Google Analytics 4 vs. Universal Analytics, https://support.google.com/analytics/answer/11986666#zippy=%2Cin-this-article (last accessed Mar. 15, 2024) [hereinafter: “Google, Comparing Metrics.”] (providing the technical criteria Google uses to calculate active users).

² Id.

³ Id.

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

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 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 53 million on average in the second quarter of 2024, an increase of 6% from the first quarter of 2024. We believe that the increase from the first quarter of 2024 is attributable to an increased interest in political news in the second quarter of 2024.

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

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

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

Average Revenue Per User (“ARPU”)

Beginning with the second quarter of 2024, 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.

ARPU was $0.37 in the second quarter of 2024, an increase of 19% from the first quarter of 2024. The increase from the first quarter of 2024 is attributable to higher sponsorship revenue.

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 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.

Estimated MWPM was 8.5 billion on average in the second quarter of 2024, a decrease of 1% from the first quarter of 2024. We believe that the decrease from the first quarter of 2024 was due to our bandwidth consumption moving from third-party service providers’ content delivery networks (“CDNs”) to our own proprietary CDN, offset by an increased interest in political news in the second quarter of 2024. 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.

As described above, we introduced a new key business metric, ARPU, this quarter that we believe better reflects the focus of our management team given the current stage of our business. Accordingly, this is the last quarter we plan to report estimated MWPM.

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 13,342 on average in the second quarter of 2024, representing an increase of 7% from the first quarter of 2024. We believe that the increase from the first quarter of 2024 is attributable to an increased interest in political news in the second quarter of 2024.

As previously disclosed, we believe hours of uploaded video per day have been depressed by 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.

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

Results of Operations

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

Comparisons for three months ended June 30, 2024 and 2023:

The following table sets forth our unaudited condensed consolidated interim statements of operations for the three months ended June 30, 2024 and 2023 and the dollar and percentage change between the two periods:

For the three months ended June 30,	2024			2023			Variance ($)			Variance (%)

Revenues	$	22,469,543		$	24,974,054		$	(2,504,511	)		(10	)%

Expenses
Cost of services (content, hosting and other)	$	35,692,133		$	40,849,816		$	(5,157,683	)		(13	)%
General and administrative		10,415,016			9,199,183			1,215,833			13	%
Research and development		5,319,230			4,348,760			970,470			22	%
Sales and marketing		6,274,749			3,697,312			2,577,437			70	%
Acquisition-related transaction costs		-			704,202			(704,202	)		(100	)%
Amortization and depreciation		3,564,219			1,043,560			2,520,659			242	%
Changes in fair value of contingent consideration		17,768			(373,996	)		391,764			(105	)%
Total expenses		61,283,115			59,468,837			1,814,278			3	%
Loss from operations		(38,813,572	)		(34,494,783	)		(4,318,789	)		13	%
Interest income		2,174,166			3,570,423			(1,396,257	)		(39	)%
Other expense		(3,869	)		(2,495	)		(1,374	)		55	%
Change in fair value of warrant liability		10,014,200			1,489,250			8,524,950			572	%
Loss before income taxes		(26,629,075	)		(29,437,605	)		2,808,530			(10	)%
Income tax expense		(151,625	)		(16,475	)		(135,150	)		820	%
Net loss	$	(26,780,700	)	$	(29,454,080	)	$	2,673,380			(9	)%

Revenues

Revenues decreased by $2.5 million to $22.5 million in the three months ended June 30, 2024 compared to the three months ended June 30, 2023, of which $3.0 million was attributable to a decrease in Audience Monetization revenues, offset by higher Other Initiatives revenues of $0.5 million. The decrease in Audience Monetization was due to decreases in advertising fees offset by increases in subscription and tipping fees. The increase in revenue from Other Initiatives was mostly due to more advertising inventory being monetized by our publisher network.

Cost of Services

Cost of services decreased by $5.2 million to $35.7 million in the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease was due to a decrease in programming and content costs of $5.6 million, offset by an increase in other cost of services of $0.4 million.

General and Administrative Expenses

General and administrative expenses increased by $1.2 million to $10.4 million in the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase was due to an increase in payroll and related expenses of $1.1 million as well as an increase in other administrative expenses of $0.1 million which was mainly driven by public company-related costs, including accounting, investor relations, and other administrative services.

Research and Development Expenses

Research and development expenses increased by $1.0 million to $5.3 million in the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase was due to an increase in payroll and related expenses of $1.1 million, offset by a $0.1 million decrease in costs related to computer software and hardware, and other expenses used in research and development related activity.

Sales and Marketing Expenses

Sales and marketing expenses increased by $2.6 million to $6.3 million in the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase was due to an increase in marketing and public relations activities of $1.8 million as well as payroll and related expenses of $0.8 million.

Acquisition-related Transaction Costs

Acquisition-related transaction costs decreased by $0.7 million to $nil in the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Acquisition-related transaction costs for the three months ended June 30, 2023 consisted of transaction costs incurred that were related to acquisitions completed in 2023.

Amortization and Depreciation

Amortization and depreciation increased by $2.5 million to $3.6 million in the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase was due to an increase of $1.0 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 $1.5 million.

Change in Fair Value of Contingent Consideration

Change in fair value of contingent consideration increased by $0.4 million resulting in a loss of $18 thousand for the three months ended June 30, 2024. 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/loss from the change in fair value of contingent consideration can be 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 $1.4 million to $2.2 million in the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease was due to the fact that the Company invested less in money market funds, treasury bills, and term deposits.

Other Expense

Other expense increased by an immaterial amount for the three months ended June 30, 2024 compared to the three months ended June 30, 2023.

Change in Fair Value of Warrant Liability

Change in fair value of warrant liability increased by $8.5 million resulting in a gain of $10.0 million in the three months ended June 30, 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 is directly attributable to changes in the trading price of Rumble’s warrants.

Income Tax Expense

Income tax expense increased by $0.1 million to $0.2 million in the three months ended June 30, 2024 compared to the three months ended June 30, 2023.

Comparisons for six months ended June 30, 2024 and 2023:

The following table sets forth our unaudited condensed consolidated interim statements of operations for the six months ended June 30, 2024 and 2023 and the dollar and percentage change between the two periods:

For the six months ended June 30,	2024			2023			Variance ($)			Variance (%)

Revenues	$	40,202,999		$	42,589,429		$	(2,386,430	)		(6	)%

Expenses
Cost of services (content, hosting and other)	$	67,520,487		$	66,864,181		$	656,306			1	%
General and administrative		19,737,395			17,794,279			1,943,116			11	%
Research and development		9,847,022			6,966,419			2,880,603			41	%
Sales and marketing		9,571,491			7,032,877			2,538,614			36	%
Acquisition-related transaction costs		-			704,202			(704,202	)		(100	)%
Amortization and depreciation		5,990,361			1,724,634			4,265,727			247	%
Changes in fair value of contingent consideration		1,354,357			(373,996	)		1,728,353			(462	)%
Total expenses		114,021,113			100,712,596			13,308,517			13	%
Loss from operations		(73,818,114	)		(58,123,167	)		(15,694,947	)		27	%
Interest income		4,696,118			6,878,350			(2,182,232	)		(32	)%
Other expense		(73,577	)		(18,401	)		(55,176	)		300	%
Change in fair value of warrant liability		(723,695	)		(6,842,500	)		6,118,805			(89	)%
Loss before income taxes		(69,919,268	)		(58,105,718	)		(11,813,550	)		20	%
Income tax expense		(151,472	)		(16,475	)		(134,997	)		819	%
Net loss	$	(70,070,740	)	$	(58,122,193	)	$	(11,948,547	)		21	%

Revenues

Revenues decreased by $2.4 million to $40.2 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, of which $3.5 million was attributable to a decrease in Audience Monetization revenues, offset by higher Other Initiatives revenues of $1.1 million. The decrease in Audience Monetization was due to decreases in advertising fees offset by increases in subscription and tipping fees. The increase in revenue from Other Initiatives was mostly due to more advertising inventory being monetized by our publisher network.

Cost of Services

Cost of services increased by $0.7 million to $67.5 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase was due to an increase in other cost of services of $1.1 million offset by a decrease in programming and content costs of $0.4 million.

General and Administrative Expenses

General and administrative expenses increased by $1.9 million to $19.7 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase was due to an increase in payroll and related expenses of $0.9 million, share-based compensation of $2.6 million, offset by a decrease in other administrative expenses of $1.6 million. The $2.6 million increase in share-based compensation was related to the recognition of contingent shares issued in connection with the Callin acquisition that were 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. The remaining $1.6 million decrease in other administrative expenses was mainly driven by public company-related costs, including accounting, legal, investor relations, and other administrative services.

Research and Development Expenses

Research and development expenses increased by $2.9 million to $9.8 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase was due to an increase in payroll and related expenses of $2.8 million, as well as a $0.1 million increase in costs related to computer software and hardware, and other expenses used in research and development related activity.

Sales and Marketing Expenses

Sales and marketing expenses increased by $2.5 million to $9.6 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase was due to an increase of $1.5 million in payroll and related expenses, $0.5 million in consulting services, and $0.5 million due to other marketing and public relations activities.

Acquisition-related Transaction Costs

Acquisition-related transaction costs decreased by $0.7 million to $nil in the six months ended June 30, 2024 compared to the six months ended June 30, 2023. Acquisition-related transaction costs for the six months ended June 30, 2023 consisted of transaction costs incurred that were related to acquisitions completed in 2023.

Amortization and Depreciation

Amortization and depreciation increased by $4.3 million to $6.0 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase was due to an increase of $1.3 million from depreciation on our property and equipment as we continue to build out our infrastructure as well as an increase in amortization from intangible assets of $3.0 million.

Change in Fair Value of Contingent Consideration

Change in fair value of contingent consideration increased by $1.7 million resulting in a loss of $1.4 million for the six months ended June 30, 2024. 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 and the probability of contingencies being met.

Interest Income

Interest income decreased by $2.2 million to $4.7 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease was due to the fact that the Company invested less in money market funds, treasury bills, and term deposits.

Other Expense

Other expense increased by an immaterial amount for the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

Change in Fair Value of Warrant Liability

Change in fair value of warrant liability decreased by $6.1 million resulting in a loss of $0.7 million in the six months ended June 30, 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 is directly attributable to changes in the trading price of Rumble’s warrants.

Income Tax Expense

Income tax expense increased by $0.1 million to $0.2 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

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.

As of June 30, 2024, our cash, cash equivalents, and marketable securities balance was $154.2 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 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 June 30, 2024, we had entered into programming and content agreements with a minimum contractual cash commitment of $55 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 unaudited condensed consolidated interim statement of cash flows for the six months ended June 30, 2024 and 2023:

	Six months ended June 30,						Variance
Net cash provided by (used in):	2024			2023			($)
Operating activities	$	(55,592,070	)	$	(34,524,828	)	$	(21,067,242	)
Investing activities		(9,149,739	)		(7,040,670	)		(2,109,069	)
Financing activities		(493,347	)		(40,478	)		(452,869	)

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2024 primarily consisted of net loss adjusted for certain non-cash items, including a $2.0 million loss on the change in fair value of warrants and contingent consideration, $8.6 million change in share-based compensation, $6.6 million changes in amortization and depreciation, $3.0 million changes in non-cash marketing expense, as well as changes in operating assets and liabilities. The increase in net cash used in operating activities during the six months ended June 30, 2024 compared to the six months ended June 30, 2023 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 six months ended June 30, 2024 consisted of $5.3 million in purchases of property, equipment, and intangible assets as well as $3.8 million in cash paid in connection with the acquisitions of Callin and North River. The increase in net cash used in investing activities during the six months ended June 30, 2024 compared to the six months ended June 30, 2023 was due to an increase in purchases of intangible assets, offset by a decrease in purchases of property and equipment. Additionally, the increase in net cash used was related to cash paid to non-accredited investors related to the Callin acquisition and cash paid in connection with the North River acquisition in the six months ended June 30, 2024 as well as cash acquired in connection with the Callin acquisition in the six months ended June 30, 2023.

Financing Activities

Net cash used in financing activities for the six months ended June 30, 2024 consisted of $0.8 million in taxes paid from the net share settlement of share-based compensation, offset by $0.3 million from proceeds related to stock options exercised. The increase in net cash used in financing activities was due to the taxes paid from the net share settlement of share-based compensation, offset by proceeds from stock options exercised in the six months ended June 30, 2024 compared to net cash used related to share issuance costs incurred in the six months ended June 30, 2023.

Summary of Quarterly Results

Information for the most recent quarters presented are as follows:

	June 30, 2024			Mar 31, 2024			Dec 31, 2023			Sep 30, 2023
Total revenue	$	22,469,543		$	17,733,456		$	20,391,872		$	17,982,150
Net loss	$	(26,780,700	)	$	(43,290,040	)	$	(29,277,227	)	$	(29,021,042	)

	Jun 30, 2023			Mar 31, 2023			Dec 31, 2022			Sep 30, 2022
Total revenue	$	24,974,054		$	17,615,375		$	19,957,025		$	10,983,182
Net loss	$	(29,454,080	)	$	(28,668,113	)	$	(944,668	)	$	(1,858,452	)

Critical Accounting Policies and Estimates

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

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

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

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 condensed consolidated interim statement of operations.

New Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies, to our Annual 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Credit and Concentration Risk

We are exposed to credit risk on our cash, cash equivalents, marketable securities, and accounts receivable. We place cash, cash equivalents, and marketable securities with financial institutions with high credit standing, and we place excess cash in money market funds, treasury bills, and deposits. We are exposed to credit risk on our accounts receivable in the event of default by a customer. We bill our customers under customary payment terms and review customers for their creditworthiness. The term between invoicing and payment due date is not significant. A meaningful portion of our revenue is attributable to service agreements with one customer. For the three months ended June 30, 2024 and 2023, one customer accounted for $5,803,843 and $14,596,739 or 26% and 58% of revenue, respectively. For the six months ended June 30, 2024 and 2023, one customer accounted for $8,479,419 and $23,765,265 or 21% and 56% of revenue, respectively. As of June 30, 2024, one customer accounted for 14% of accounts receivable. As of December 31, 2023, one customer accounted for 35% of accounts receivable.

Interest Rate Risk

We are exposed to interest rate risk on our cash, cash equivalents and marketable securities. As of June 30, 2024, we had cash, cash equivalents and marketable securities of $154.2 million, consisting of investments in money market funds, treasury bills, and term deposits for which the fair market value would be affected by changes in the general level of interest rates. However, due to the short-term maturities and the low-risk profile of our investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of our cash, cash equivalents and marketable securities.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls over Financial Reporting

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

On January 2022, we received notification of a lawsuit filed by Kosmayer Investment Inc. (“KII”) against Rumble and Mr. Pavlovski in the Ontario Superior Court of Justice, alleging fraudulent misrepresentation in connection with KII’s decision to redeem its shares of Rumble in August 2020. The case remains in discovery. KII is seeking rescission of such redemption such that, following such rescission, KII would own 20% of the issued and outstanding shares of Rumble or, in the alternative, damages for the lost value of the redeemed shares, which KII has alleged to be worth $419.0 million (based on the value ascribed to the shares of Rumble in the Business Combination), together with other damages including punitive damages and costs. The case remains in discovery. Although we believe that the allegations are meritless and intend to vigorously defend against them, the result or impact of such claim is uncertain, and could result in, among other things, damages, and/or awards of attorneys’ fees or expenses.

In January 2021, we filed an antitrust lawsuit against Google in the United States District Court for the Northern District of California, alleging that Google unlawfully gives an advantage to its YouTube platform over Rumble in search engine results and in the mobile phone market. In June 2021, Google filed a partial motion to dismiss the lawsuit and a motion to strike; in July 2022, the court denied Google’s motion. Summary judgment motions are due in October 2024.

In addition in May 2024, we filed a second antitrust lawsuit against Google, also in the United States District Court for the Northern District of California, related to Google’s monopolization of the online advertising market. Google’s answer to our complaint is due in August 2024. This lawsuit is separate and distinct from the self-preferencing lawsuit filed in January 2021.

Along with co-plaintiff Eugene Volokh, in December 2022, we filed a lawsuit in the U.S. District Court for the Southern District of New York to block the enforcement of New York State’s Social Media Law. In February 2023, the court granted our motion for a preliminary injunction, halting enforcement of the law. The New York Attorney General appealed that decision to the U.S. Court of Appeals for the Second Circuit, where the appeal remains pending.

In November 2023, we filed a defamation lawsuit in the U.S. District Court for the Middle District of Florida against Nandini Jammi and Claire Atkin, co-founders of an organization that targets news outlets and platforms that do not adhere to their political worldview. The lawsuit seeks actual, presumed, and punitive damages against Jammi and Atkin for their defamatory statements about Rumble, in addition to all costs and fees associated with the case. We have also asked the court to prohibit the defendants from repeating their false statements. In May 2024, the defendants filed a motion to dismiss for failure to state a claim. That motion is pending before the court.

In August 2024, we filed an antitrust lawsuit in the U.S. District Court for the Northern District of Texas against the World Federation of Advertisers, WPP plc, and GroupM Worldwide LLC alleging a conspiracy to withhold advertising revenue from Rumble and other digital media platforms. The lawsuit seeks a declaration that the defendants’ conduct is illegal, a permanent injunction against the conduct, damages, interest, and legal fees, among other relief.

ITEM 1A. RISK FACTORS.

Except as set forth below, there have been no material changes to the risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. You should carefully consider the risks, uncertainties and cautionary statements described therein, together with the other disclosures in this Quarterly Report on Form 10-Q and in our other public filings with the SEC. Any such risks and uncertainties, as well as risks and uncertainties not currently known to us or that we currently deem to be immaterial, may materially adversely affect our business, financial condition and operating results.

Risks Relating to Our Business

We have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity.

Our user base and user engagement growth are directly driven by the content available on our platform. We have acquired and expect to continue to acquire content by providing economic incentives, including minimum guaranteed earnings, to a limited number of content creators, including sports leagues. These incentives have included and may continue to include equity grants and cash payments. This content acquisition strategy is intended to allow us to enter key content verticals and secure top content creators in those verticals before we have full monetization capabilities in place. Our present focus is 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 of June 30, 2024, we had entered into programming and content agreements with a minimum contractual cash commitment of $55 million. 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. To the extent our revenue and/or user growth assumptions associated with any particular creator do not meet our expectations, our financial performance, results of operations and liquidity may be negative impacted, since a failure to achieve these expectations is not expected to reduce our fixed payment obligations to any such creator.

In addition, when these programming and content agreements expire, content creators may choose to leave the Rumble video platform in favor of competing platforms, especially if competing platforms offer superior monetization opportunities. Creators may choose to leave our platform for other monetization-related reasons. For example, we currently do not apportion revenues related to Rumble Premium, our subscription service that provides users ad-free access to our content, among content creators. The loss of a material portion of our existing content creators could result in reductions to our user base and material harm to our business and results of operations.

Our recently launched cloud services business may not achieve success, and, as a result, our business, financial condition and results of operations could be adversely affected.

Our recent expansion into the cloud service business may not be successful and involves various risks relating to this business that may negatively affect our operating results, including:

●

our ability to derive an optimal pricing model that enables us to derive sufficient value from our customers while attracting new customers and retaining existing customers;

●

our reliance on third-party providers for data center space and colocation services and on public cloud providers to prevent service disruptions;

●

the intense competition that we face, including from companies with longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources than we have;

●

our ability to attract and retain highly qualified personnel, particularly software and cloud engineers and sales and customer experience personnel;

●

the possibility that we may be unable to maintain and improve our platform performance, especially during peak usage times;

●

the possibility that we may underestimate or overestimate our data center capacity requirements and our capital expenditures on data centers, servers and equipment;

●

our ability to obtain standard industry security certifications for our platform and products;

●

our exposure to possible liability and harm to our reputation if the security of our cloud is breached, resulting in the exposure of our customers’ data, including personal information, to cyber criminals and other nefarious actors;

●

the possibility that we may be unable to maintain the compatibility of our platform with third-party applications that our customers use in their businesses; and

●

our ability to respond to rapid technological changes with new solutions and services offerings.

The occurrence of any of these factors, or our inability to successfully mitigate the results of the associated impact, could also damage our reputation, negatively impact our relationship with our customers, and otherwise materially harm our business, results of operations, and financial condition.

Risks related to our e-commerce business may result in our broader business, financial condition and results of operations being adversely affected.

We recently launched partnerships through which we sell Rumble-branded products through our online store, and we plan to expand such product partnerships in the future. This expansion involves various risks that may negatively affect our operating results, including:

●

expansion into new brands, products, services, and technologies will subject us to additional reputational, business, legal, regulatory and financial risks;

●

inability to build and maintain strong brands, including due to unfavorable customer feedback and negative publicity;

●

notwithstanding agreements by our partners to assume liability for the Rumble-branded products they place in our online store, we may be subject to product liability and similar claims and regulatory actions if products sold through our store result in harm, personal injury, death, or environmental or property damage;

●

risks related to additional tax liabilities and collection obligations;

●

market competition could adversely affect prices and demand for the Rumble-branded products we distribute;

●

disruptions in our supply chain and other factors affecting the availability and distribution of our products could adversely impact our business; and

●

risks related to online transactions and payment methods.

The occurrence of any of these factors, or our inability to successfully mitigate the results of the associated impact, could also damage our reputation, negatively impact our relationships with our customers, and otherwise materially harm our business, results of operations, and financial condition.

We derive the majority of our revenue from advertising. The failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets may adversely affect our business and operating results.

For the years ended December 31, 2023 and 2022, advertising revenue represents 74% and 79% of total revenue. In addition, a substantial portion of our revenue is derived one advertiser accounting for approximately 46% and 45% of our revenue for the years ended December 31, 2023 and 2022, respectively. As is common in our industry, our advertisers do not have long-term advertising commitments with us. In addition, many of our advertisers purchase advertising services through one of several large advertising agency holding companies. Our revenue could be harmed by the loss of, or a deterioration in our relationship with, any of our largest advertisers or with any advertising agencies or the holding companies that control them. Advertising agencies and potential new advertisers may view our advertising products and services as experimental and unproven, and we may need to devote additional time and resources to educate them about our products and services. Advertisers may cease doing business with us, or they may reduce the prices they are willing to pay to advertise with us, if we do not deliver ads in an effective manner, or if they do not believe that their investment in advertising with us will generate a competitive return relative to alternatives, including online, mobile, and traditional advertising platforms. Advertisers may refuse to advertise on our platform due to a perceived risk to their brand safety standards, especially given the concentration of news and political content on our platform. We believe that our access to certain advertisers has been, and may continue to be, inhibited by the apparent political bias of these companies, some of whom we believe may exercise near monopolistic control over the advertising industry. In response, we recently filed an antitrust lawsuit alleging a conspiracy to withhold advertising revenue from Rumble and other digital media platforms. Our actions to counter these efforts, whether through litigation or publicity campaigns, may not be successful. Any of the foregoing developments may adversely affect our business and operating results.

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

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety DisclosureS.

Not applicable.

Item 5. Other Information.

Not applicable.

ITEM 6. EXHIBITS.

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

Exhibit No.		Description
3.1		Second Amended and Restated Certificate of Incorporation of Rumble Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 30, 2023).
3.2		Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Rumble Inc., dated June 14, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 18, 2024).
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith

SIGNATURES

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

	RUMBLE INC.

Date: August 12, 2024		/s/ Chris Pavlovski
	Name:	Chris Pavlovski
	Title:	Chief Executive Officer and Chairman

Date: August 12, 2024		/s/ Brandon Alexandroff
	Name:	Brandon Alexandroff
	Title:	Chief Financial Officer

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Exhibit 31.1

CERTIFICATIONS

I, Chris Pavlovski, certify that:

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

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

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

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

control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

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

(b)

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

(c)

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

(d)

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

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

(a)

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

(b)

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

Date: August 12, 2024	/s/ Chris Pavlovski
	Chris Pavlovski
	Chief Executive Officer and Chairman

Exhibit 31.2

CERTIFICATIONS

I, Brandon Alexandroff, certify that:

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

control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

(b)

(c)

(d)

(a)

(b)

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

Date: August 12, 2024	/s/ Brandon Alexandroff
	Brandon Alexandroff
	Chief Financial Officer

Exhibit 32.1

CERTIFICATION

In connection with the Quarterly Report on Form 10-Q of Rumble Inc. (the “Company”) for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Chris Pavlovski, Chief Executive Officer and Chairman of the Board of Directors of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: August 12, 2024	/s/ Chris Pavlovski
	Chris Pavlovski
	Chief Executive Officer and Chairman

Exhibit 32.2

CERTIFICATION

In connection with the Quarterly Report on Form 10-Q of Rumble Inc. (the “Company”) for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Brandon Alexandroff, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: August 12, 2024	/s/ Brandon Alexandroff
	Brandon Alexandroff
	Chief Financial Officer

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 08, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	RUMBLE INC.
Entity Central Index Key	0001830081
Entity File Number	001-40079
Entity Tax Identification Number	85-1087461
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
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
Entity Phone Fax Numbers [Line Items]
City Area Code	(941)
Local Phone Number	210-0196
Class A common stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	RUM
Security Exchange Name	NASDAQ
Warrants to purchase one share of Class A common stock
Entity Listings [Line Items]
Title of 12(b) Security	Warrants to purchase one share of Class A common stock
Trading Symbol	RUMBW
Security Exchange Name	NASDAQ
Class A Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		118,077,296
Class C Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		165,153,628
Class D Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		105,782,403

Condensed Consolidated Interim Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenues	$ 22,469,543	$ 24,974,054	$ 40,202,999	$ 42,589,429
Expenses
Cost of services (content, hosting, other)	35,692,133	40,849,816	67,520,487	66,864,181
General and administrative	10,415,016	9,199,183	19,737,395	17,794,279
Research and development	5,319,230	4,348,760	9,847,022	6,966,419
Sales and marketing	6,274,749	3,697,312	9,571,491	7,032,877
Acquisition-related transaction costs		704,202		704,202
Amortization and depreciation	3,564,219	1,043,560	5,990,361	1,724,634
Changes in fair value of contingent consideration	17,768	(373,996)	1,354,357	(373,996)
Total expenses	61,283,115	59,468,837	114,021,113	100,712,596
Loss from operations	(38,813,572)	(34,494,783)	(73,818,114)	(58,123,167)
Interest income	2,174,166	3,570,423	4,696,118	6,878,350
Other expense	(3,869)	(2,495)	(73,577)	(18,401)
Changes in fair value of warrant liability	10,014,200	1,489,250	(723,695)	(6,842,500)
Loss before income taxes	(26,629,075)	(29,437,605)	(69,919,268)	(58,105,718)
Income tax expense	(151,625)	(16,475)	(151,472)	(16,475)
Net loss	$ (26,780,700)	$ (29,454,080)	$ (70,070,740)	$ (58,122,193)
Loss per share – basic (in Dollars per share)	$ (0.13)	$ (0.15)	$ (0.35)	$ (0.29)
Weighted-average number of common shares used in computing net loss per share - basic (in Shares)	204,091,819	201,257,144	202,998,041	201,006,921
Share-based compensation expense included in expenses:
Total share-based compensation expense	$ 6,557,381	$ 3,860,676	$ 11,320,275	$ 6,169,886
Cost of services (content, hosting, and other)
Share-based compensation expense included in expenses:
Total share-based compensation expense	2,538,203	689,732	2,927,113	1,198,807
General and administrative
Share-based compensation expense included in expenses:
Total share-based compensation expense	3,061,516	2,743,507	7,037,387	4,438,058
Research and development
Share-based compensation expense included in expenses:
Total share-based compensation expense	666,468	298,176	937,340	365,274
Sales and marketing
Share-based compensation expense included in expenses:
Total share-based compensation expense	$ 291,194	$ 129,261	$ 418,435	$ 167,747

Condensed Consolidated Interim Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Loss per share – diluted	$ (0.13)	$ (0.15)	$ (0.35)	$ (0.29)
Weighted-average number of common shares used in computing net loss per share - diluted	204,091,819	201,257,144	202,998,041	201,006,921

Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 153,103,502	$ 218,338,658
Marketable securities	1,135,200	1,135,200
Accounts receivable	10,093,581	5,440,447
Prepaid expenses and other	18,888,144	13,090,072
Total current assets	183,220,427	238,004,377
Other non-current assets	646,089	1,626,802
Property and equipment, net	18,974,584	19,689,987
Right-of-use assets, net	2,503,733	2,473,903
Intangible assets, net	27,197,853	23,262,428
Goodwill	10,655,391	10,655,391
Total assets	243,198,077	295,712,888
Current liabilities
Accounts payable and accrued liabilities	24,848,092	24,713,203
Deferred revenue	13,109,111	7,003,891
Deferred tax liability	1,030,757
Lease liabilities	1,229,177	975,844
Contingent consideration		863,643
Total current liabilities	40,217,137	33,556,581
Lease liabilities, long-term	1,391,530	1,630,837
Contingent consideration, net of current portion		705,717
Warrant liability	8,420,300	7,696,605
Other liability	500,000	500,000
Total liabilities	50,528,967	44,089,740
Commitments and contingencies (Note 13)
Shareholders’ equity
Preferred shares ($0.0001 par value per share, 20,000,000 shares authorized, no shares issued or outstanding)
Common shares ($0.0001 par value per share, 700,000,000 Class A shares authorized, 118,015,270 and 114,926,700 shares issued and outstanding, as of June 30, 2024 and December 31, 2023, respectively; 170,000,000 Class C authorized, 165,153,621 and 165,353,621shares issued and outstanding, as of June 30, 2024 and December 31, 2023, respectively; 110,000,000 Class D authorized, 105,782,403 and 105,782,403 shares issued and outstanding, as of June 30, 2024 and December 31, 2023, respectively)	768,812	768,523
Accumulated deficit	(215,273,903)	(145,203,163)
Additional paid-in capital	407,174,201	396,057,788
Shareholders’ equity	192,669,110	251,623,148
Total liabilities and shareholders’ equity	$ 243,198,077	$ 295,712,888

Condensed Consolidated Interim Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Preferred shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares authorized	20,000,000	20,000,000
Preferred shares, shares issued
Preferred shares, shares outstanding
Class A Common Stock
Common shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	700,000,000	700,000,000
Common shares, shares issued	118,015,270	114,926,700
Common shares, shares outstanding	118,015,270	114,926,700
Class C Common Stock
Common shares, shares authorized	170,000,000	170,000,000
Common shares, shares issued	165,153,621	165,353,621
Common shares, shares outstanding	165,153,621	165,353,621
Class D Common Stock
Common shares, shares authorized	110,000,000	110,000,000
Common shares, shares issued	105,782,403	105,782,403
Common shares, shares outstanding	105,782,403	105,782,403

Condensed Consolidated Interim Statements of Shareholders’ Equity (Unaudited) - USD ($)	Common Stock Class A	Common Stock Class C	Common Stock Class D	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 741,013	$ 16,766	$ 10,578	$ 367,649,123	$ (28,782,701)	$ 339,634,779
Balance (in Shares) at Dec. 31, 2022	111,467,763	167,662,214	105,782,403
Issuance of Class A Common Stock in connection with Callin acquisition	$ 147			14,520,968		14,521,115
Issuance of Class A Common Stock in connection with Callin acquisition (in Shares)	966,857
Issuance costs in connection with Callin acquisition				(40,478)		(40,478)
Issuance of Class A Common Stock upon exercise of stock options and vesting of restricted stock units	$ 9			(9)
Issuance of Class A Common Stock upon exercise of stock options and vesting of restricted stock units (in Shares)	94,145
Net share settlement on restricted stock units				(447,589)		(447,589)
Net share settlement on restricted stock units (in Shares)	(44,625)
Share-based compensation				6,169,886		6,169,886
Loss for the period					(58,122,193)	(58,122,193)
Balance at Jun. 30, 2023	$ 741,169	$ 16,766	$ 10,578	387,851,901	(86,904,894)	301,715,520
Balance (in Shares) at Jun. 30, 2023	112,484,140	167,662,214	105,782,403
Balance at Mar. 31, 2023	$ 741,013	$ 16,766	$ 10,578	369,958,333	(57,450,814)	313,275,876
Balance (in Shares) at Mar. 31, 2023	111,467,763	167,662,214	105,782,403
Issuance of Class A Common Stock in connection with Callin acquisition	$ 147			14,520,968		14,521,115
Issuance of Class A Common Stock in connection with Callin acquisition (in Shares)	966,857
Issuance costs in connection with Callin acquisition				(40,478)		(40,478)
Issuance of Class A Common Stock upon exercise of stock options and vesting of restricted stock units	$ 9			(9)
Issuance of Class A Common Stock upon exercise of stock options and vesting of restricted stock units (in Shares)	94,145
Net share settlement on restricted stock units				(447,589)		(447,589)
Net share settlement on restricted stock units (in Shares)	(44,625)
Share-based compensation				3,860,676		3,860,676
Loss for the period					(29,454,080)	(29,454,080)
Balance at Jun. 30, 2023	$ 741,169	$ 16,766	$ 10,578	387,851,901	(86,904,894)	301,715,520
Balance (in Shares) at Jun. 30, 2023	112,484,140	167,662,214	105,782,403
Balance at Dec. 31, 2023	$ 741,410	$ 16,535	$ 10,578	396,057,788	(145,203,163)	251,623,148
Balance (in Shares) at Dec. 31, 2023	114,926,700	165,353,621	105,782,403
Issuance of Class A Common Stock in exchange for Class C Common Stock	$ 20	$ (20)
Issuance of Class A Common Stock in exchange for Class C Common Stock (in Shares)	200,000	(200,000)
Issuance of Class A Common Stock in connection with Callin acquisition	$ 85			2,739,184		2,739,269
Issuance of Class A Common Stock in connection with Callin acquisition (in Shares)	845,570
Issuance of Class A Common Stock upon exercise of stock options and vesting of restricted stock units	$ 204			294,577		294,781
Issuance of Class A Common Stock upon exercise of stock options and vesting of restricted stock units (in Shares)	2,043,000
Net share settlement on restricted stock units				(788,128)		(788,128)
Share-based compensation				8,870,780		8,870,780
Loss for the period					(70,070,740)	(70,070,740)
Balance at Jun. 30, 2024	$ 741,719	$ 16,515	$ 10,578	407,174,201	(215,273,903)	192,669,110
Balance (in Shares) at Jun. 30, 2024	118,015,270	165,153,621	105,782,403
Balance at Mar. 31, 2024	$ 741,430	$ 16,515	$ 10,578	398,420,787	(188,493,203)	210,696,107
Balance (in Shares) at Mar. 31, 2024	115,126,700	165,153,621	105,782,403
Issuance of Class A Common Stock in connection with Callin acquisition	$ 85			2,739,184		2,739,269
Issuance of Class A Common Stock in connection with Callin acquisition (in Shares)	845,570
Issuance of Class A Common Stock upon exercise of stock options and vesting of restricted stock units	$ 204			294,577		294,781
Issuance of Class A Common Stock upon exercise of stock options and vesting of restricted stock units (in Shares)	2,043,000
Net share settlement on restricted stock units				(788,128)		(788,128)
Share-based compensation				6,507,781		6,507,781
Loss for the period					(26,780,700)	(26,780,700)
Balance at Jun. 30, 2024	$ 741,719	$ 16,515	$ 10,578	$ 407,174,201	$ (215,273,903)	$ 192,669,110
Balance (in Shares) at Jun. 30, 2024	118,015,270	165,153,621	105,782,403

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities
Net loss for the period	$ (70,070,740)	$ (58,122,193)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation	5,990,361	1,724,634
Share-based compensation	8,605,289	5,722,297
Non-cash interest expense	51,888	13,487
Non-cash marketing expense	3,000,000
Amortization on right-of-use assets	535,930	290,863
Change in fair value of warrants	723,695	6,842,500
Change in fair value of contingent consideration	1,354,357	(373,996)
Changes in operating assets and liabilities:
Accounts receivable	(4,653,134)	(2,102,138)
Prepaid expenses and other	(4,845,637)	(6,681,846)
Accounts payable and accrued liabilities	155,289	10,980,889
Deferred revenue	3,105,220	7,486,791
Deferred tax liability	1,030,757
Operating lease liabilities	(575,345)	(306,116)
Net cash used in operating activities	(55,592,070)	(34,524,828)
Investing activities
Purchase of property and equipment	(1,790,891)	(7,684,880)
Purchase of intangible assets	(3,499,502)	(356,779)
Cash acquired in connection with Callin acquisition		1,000,989
Cash paid to non-accredited investors in connection with Callin acquisition	(204,846)
Cash paid in connection with North River acquisition	(3,654,500)
Net cash used in investing activities	(9,149,739)	(7,040,670)
Financing activities
Taxes paid from net share settlement for share-based compensation	(788,128)
Proceeds from exercise of stock options	294,781
Share issuance costs		(40,478)
Net cash used in financing activities	(493,347)	(40,478)
Decrease in cash and cash equivalents during the period	(65,235,156)	(41,605,976)
Cash and cash equivalents, beginning of period	218,338,658	337,169,279
Cash and cash equivalents, end of period	153,103,502	295,563,303
Supplemental cash flow information
Cash paid for income taxes	146,865	16,475
Cash paid for interest		4,212
Cash paid for lease liabilities	535,930	392,141
Non-cash investing and financing activities:
Non-cash consideration related to the acquisition of Callin (Note 3)		18,226,572
Class A Common Stock issued to settle contingent consideration liability	1,404,753
Property and equipment in accounts payable and accrued liabilities	863,860	2,567,031
Recognition of operating right-of-use assets in exchange of operating lease liabilities	565,760
Share-based compensation capitalized related to intangible assets	$ 265,490

Overview and Basis of Presentation

6 Months Ended

Jun. 30, 2024

Overview and Basis of Presentation [Abstract]

Overview and Basis of Presentation

1.	Overview and Basis of Presentation

Nature of Operations

Basis of Presentation

Use of Estimates

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Trade and Barter Transactions

Prior Period Reclassifications

Acquisitions

6 Months Ended

Jun. 30, 2024

Acquisitions [Abstract]

Acquisitions

Acquisitions

Acquisition of Callin Corp.

Total consideration	$	18,226,572

Net assets acquired:
Cash	$	1,000,989
Accounts receivable		10,939
Prepaid expenses		200,651
Property and equipment		37,841
Software and technology		9,352,000
Accounts payable, accruals, and other liabilities		(1,137,814	)
Deferred tax liability		(1,230,526	)
Total net assets acquired	$	8,234,080

Goodwill	$	9,992,492

The fair value of the consideration consists of the following:

	Fair Value
Shares issued	$	6,055,409
Shares to be issued		3,747,209
Replacement awards		15,578
Contingent consideration (liability) – retention payments		3,491,741
Contingent consideration (equity) – milestone 1		2,490,152
Contingent consideration (equity) – milestone 2		2,356,483
Contingent consideration payable		70,000
Total consideration	$	18,226,572

●

Retention payment 1: Services are provided by a selling shareholder for 12 months;

●

Retention payment 2: Services are provided by a selling shareholder for 24 months;

●

Milestone payment 2: Within 24 months, certain feature development and technical performance criteria are achieved.

The following table shows the breakdown of the contingently issuable shares:

	Number of Shares
Contingent consideration		903,689
Share-based compensation (Note 11)		596,311
Total contingently issuable shares		1,500,000

The fair value of the contingent consideration has been estimated as follows:

Retention payments 1 and 2

Milestone payments 1 and 2

Acquisition of North River Project Inc.

The Company allocated the contingent payment to the acquired assets based on their relative fair value on the date of acquisition as follows:

	Fair Value
Software and technology	$	4,500,536
Assembled workforce		184,721
Deferred tax liability		(1,030,757	)
Total consideration	$	3,654,500

Revenue from Contracts with Customers

6 Months Ended

Jun. 30, 2024

Revenue from Contracts with Customers [Abstract]

Revenue from Contracts with Customers

Revenue from Contracts with Customers

The following table presents revenues disaggregated by type:

	Three months ended				Six months ended
	June 30				June 30
	2024		2023		2024		2023

Audience Monetization	$	19,742,569	$	22,796,394	$	35,092,007	$	38,583,692
Other Initiatives		2,726,974		2,177,660		5,110,992		4,005,737
Total revenues	$	22,469,543	$	24,974,054	$	40,202,999	$	42,589,429

Audience Monetization

Other Initiatives

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

	Three months ended				Six months ended
	June 30				June 30
	2024		2023		2024		2023

Point in time	$	7,304,391	$	5,439,110	$	13,817,795	$	10,515,698
Over time		15,165,152		19,534,944		26,385,204		32,073,731
Total revenues	$	22,469,543	$	24,974,054	$	40,202,999	$	42,589,429

Deferred Revenue

Cash, Cash Equivalents, and Marketable Securities

6 Months Ended

Jun. 30, 2024

Cash, Cash Equivalents, and Marketable Securities [Abstract]

Cash, Cash Equivalents, and Marketable Securities

Cash, Cash Equivalents, and Marketable Securities

Cash and cash equivalents as of June 30, 2024 and December 31, 2023 consist of the following:

	Contracted	June 30, 2024		December 31, 2023
	Maturity	Balance		Balance

Cash	Demand	$	7,135,586	$	11,632,839
Treasury bills and money market funds	Demand		145,967,916		206,705,819
		$	153,103,502	$	218,338,658

Property and Equipment

6 Months Ended

Jun. 30, 2024

Property and Equipment [Abstract]

Property and Equipment

Property and Equipment

	June 30,			December 31,
	2024			2023
Computer hardware	$	23,747,540		$	21,969,345
Furniture and fixtures		123,417			121,077
Leasehold improvements		1,922,257			1,911,901
		25,793,214			24,002,323
Accumulated depreciation		(6,818,630	)		(4,312,336	)
Net carrying value	$	18,974,584		$	19,689,987

Right-of-Use Assets and Lease Liabilities

6 Months Ended

Jun. 30, 2024

Right-of-Use Assets and Lease Liabilities [Abstract]

Right-of-Use Assets and Lease Liabilities

Right-of-Use Assets and Lease Liabilities

	June 30, 2024					December 31, 2023
			Accumulated					Accumulated
	Cost		Depreciation			Cost		Depreciation
Right-of-use assets	$	4,398,944	$	(1,895,211	)	$	3,833,184	$	(1,359,281	)
Net book value			$	2,503,733				$	2,473,903

Weighted-average remaining lease term and discount rate were as follows:

	June 30, 2024	December 31, 2023
Weighted-average remaining lease term	2.24 years	2.65 years
Weighted-average discount rate	7.67%	7.52%

The following shows the future minimum lease payments for the remaining years under the lease arrangement as of June 30, 2024.

2024	$	682,697
2025		1,264,859
2026		803,372
2027		49,241
		2,800,169
Less: imputed interest		(179,462	)
		2,620,707
Current portion	$	1,229,177
Long-term portion	$	1,391,530

Imputed interest represents the difference between undiscounted cash flows and cash flows

Intangible Assets

6 Months Ended

Jun. 30, 2024

Intangible Assets [Abstract]

Intangible Assets

Intangible Assets

	June 30, 2024
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intellectual property	$	461,663	$	(138,594	)	$	323,069
Domain name		500,448		(102,700	)		397,748
Brand		1,284,000		(344,569	)		939,431
Software and technology		25,708,337		(4,401,269	)		21,307,068
Internal software development		4,425,507		(539,288	)		3,886,219
Assembled workforce		550,909		(206,591	)		344,318
	$	32,930,864	$	(5,733,011	)	$	27,197,853

	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intellectual property	$	461,663	$	(101,023	)	$	360,640
Domain name		500,448		(86,019	)		414,429
Brand		1,284,000		(280,369	)		1,003,631
Software and technology		20,894,389		(1,618,906	)		19,275,483
Internal software development		2,004,684		(116,854	)		1,887,830
Assembled workforce		366,188		(45,773	)		320,415
	$	25,511,372	$	(2,248,944	)	$	23,262,428

For intangible assets held as of June 30, 2024, future amortization expense is as follows:

2024	$	3,393,561
2025		6,662,718
2026		6,191,391
2027		5,719,073
2028		4,514,614
Thereafter		716,496
	$	27,197,853

Other Liability

6 Months Ended

Jun. 30, 2024

Other Liability [Abstract]

Other Liability

9.	Other Liability

Shareholders’ Equity

6 Months Ended

Jun. 30, 2024

Shareholders’ Equity [Abstract]

Shareholders’ Equity

10.

Shareholders’ Equity

The Company is authorized to issue 1,000,000,000 shares, consisting of:

(i)

700,000,000 shares of Class A Common Stock with a par value of $0.0001 per share;

(ii)

170,000,000 shares of Class C Common Stock with a par value of $0.0001 per share;

(iii)

110,000,000 shares of Class D Common Stock with a par value of $0.0001 per share; and

(iv)

20,000,000 shares of preferred stock with a par value of $0.0001 per share.

The following shares of common stock are issued and outstanding at:

	June 30, 2024				December 31, 2023
	Number		Amount		Number		Amount

Class A Common Stock		118,015,270	$	741,719		114,926,700	$	741,410
Class C Common Stock		165,153,621		16,515		165,353,621		16,535
Class D Common Stock		105,782,403		10,578		105,782,403		10,578

Balance		388,951,294	$	768,812		386,062,724	$	768,523

Share-Based Compensation Expense

6 Months Ended

Jun. 30, 2024

Share-Based Compensation Expense [Abstract]

Share-Based Compensation Expense

11.

Share-Based Compensation Expense

The Company’s stock award plans consist of:

Rumble Inc. Amended and Restated Stock Option Plan

As of June 30, 2024, there were 58,165,382 shares of Class A Common Stock reserved for future issuance under the Stock Option Plan.

Rumble Inc. 2022 Stock Incentive Plan

As of June 30, 2024, there were 36,361,367 shares of Class A Common Stock reserved for future issuance under the Stock Incentive Plan.

Restricted Stock Units

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

	Number			Weighted Average Grant Date Fair Value
Outstanding, December 31, 2023		1,631,338		$	10.55
Granted		2,022,310			7.09
Vested		(596,491	)		8.25
Forfeited		(13,965	)		7.56
Outstanding, June 30, 2024		3,043,192		$	8.71

The total unrecognized compensation cost for the RSUs issued is $19,005,429 which is expected to be recognized over a weighted-average period of 1.44 years.

Stock Options

The following table reflects the continuity of stock option transactions:

	Six months ended June 30, 2024
	Service Conditions					Performance Conditions
	Number			Weighted Average Exercise Price		Number		Weighted Average Exercise Price
Outstanding, beginning of year		65,004,839		$	0.50		358,249	$	9.42
Granted		3,024,565			6.66		-		-
Exercised		(1,576,968	)		0.19		-		-
Forfeited		(5,121,178	)		4.77		-		-
Outstanding, end of period		61,331,258		$	0.73		358,249	$	9.42

Vested and exercisable		58,496,862		$	0.19		-	$	-

The weighted average grant date fair value of the outstanding options with a service only condition and options with a performance condition as of June 30, 2024 was $1.12 and $8.37, respectively.

Rights to Acquisition Related Post-Combination Expense

Loss Per Share

6 Months Ended

Jun. 30, 2024

Loss Per Share [Abstract]

Loss per Share

12.

Loss per Share

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies [Abstract]

Commitments and Contingencies

13.

Commitments and Contingencies

Commitments

Legal Proceedings

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

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Measurements [Abstract]

Fair Value Measurements

14.

Fair Value Measurements

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

Level 1

Level 2

Level 3

Warrant Liability

Marketable Securities

Contingent Consideration

December 31, 2023

7,696,605

1,135,200

1,569,360

Change in fair value

723,695

1,354,357

Settlement by issuance of shares

(1,404,753

)

Reclassification to equity

(1,334,516

)

Reclassification to accounts payable and accrued liabilities

(184,448

)

June 30, 2024

8,420,300

1,135,200

Warrant liability

Contingent consideration

Credit and Concentration Risks

6 Months Ended

Jun. 30, 2024

Credit and Concentration Risks [Abstract]

Credit and Concentration Risks

15.

Credit and Concentration Risks

Related Party Transactions

6 Months Ended

Jun. 30, 2024

Related Party Transactions

16.

Related Party Transactions

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

There were no other related party transactions during these periods.

Segmented Information

6 Months Ended

Jun. 30, 2024

Segmented Information [Abstract]

Segmented Information

17.

Segmented Information

The following presents the revenue by geographic region:

	Three months ended				Six months ended
	June 30				June 30
	2024		2023		2024		2023

United States	$	20,850,168	$	23,642,456	$	37,808,444	$	39,797,744
Canada		939,213		232,371		1,121,494		296,883
Other		680,162		1,099,227		1,273,061		2,494,802
	$	22,469,543	$	24,974,054	$	40,202,999	$	42,589,429

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

	June 30, 2024		December 31, 2023

United States	$	18,683,144	$	19,334,231
Canada		291,440		355,756
	$	18,974,584	$	19,689,987

Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

18.

Subsequent Events

The Company’s management reviewed all material events through August 12, 2024, and there were no material subsequent events other than those disclosed above.

Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (26,780,700)	$ (29,454,080)	$ (70,070,740)	$ (58,122,193)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)	6 Months Ended
Accounting Policies, by Policy (Policies)	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Trade and Barter Transactions	Trade and Barter Transactions The Company engages in trade and barter transactions whereby the Company and its counterparty exchange media campaigns or other promotional services. The Company reviews each transaction to ensure the advertising it receives has economic substance and records revenue in an amount equal to the fair value of the products and services received unless this is not reasonable to estimate, in which case the consideration is measured based on the standalone selling price of the advertising inventory promised or delivered to the customer. Trade and barter revenue is recognized when the performance obligation is fulfilled and follows the same pattern of recognition as the Company’s normal advertising revenue. Trade and barter expense is recorded when goods or services are consumed. Trade and barter revenue for the three and six months ended June 30, 2024 and 2023 were $nil and $nil, respectively. Trade and barter expenses for the three and six months ended June 30, 2024 and 2023 were $3,000,000 and $nil, respectively. The trade and barter expense is recorded in sales and marketing expense in the condensed consolidated interim statement of operations.
Prior Period Reclassifications	Prior Period Reclassifications Certain amounts in expenses and other income (expenses) in prior periods have been reclassified to conform with current period presentation. The reclassification has no impact on net loss, loss per share or total shareholders’ equity.

Acquisitions (Tables)

6 Months Ended

Jun. 30, 2024

Acquisitions [Abstract]

Schedule of Fair Value of the Assets Acquired and the Liabilities

The fair value of the assets acquired and the liabilities assumed by the Company in connection with the acquisition is as follows:

Total consideration	$	18,226,572

Net assets acquired:
Cash	$	1,000,989
Accounts receivable		10,939
Prepaid expenses		200,651
Property and equipment		37,841
Software and technology		9,352,000
Accounts payable, accruals, and other liabilities		(1,137,814	)
Deferred tax liability		(1,230,526	)
Total net assets acquired	$	8,234,080

Goodwill	$	9,992,492

Schedule of Fair Value of the Consideration

The fair value of the consideration consists of the following:

	Fair Value
Shares issued	$	6,055,409
Shares to be issued		3,747,209
Replacement awards		15,578
Contingent consideration (liability) – retention payments		3,491,741
Contingent consideration (equity) – milestone 1		2,490,152
Contingent consideration (equity) – milestone 2		2,356,483
Contingent consideration payable		70,000
Total consideration	$	18,226,572

Schedule of Contingently Issuable Shares

The following table shows the breakdown of the contingently issuable shares:

	Number of Shares
Contingent consideration		903,689
Share-based compensation (Note 11)		596,311
Total contingently issuable shares		1,500,000

Revenue from Contracts with Customers (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contracts with Customers [Abstract]

Schedule of Revenues Disaggregated

The following table presents revenues disaggregated by type:

	Three months ended				Six months ended
	June 30				June 30
	2024		2023		2024		2023

Audience Monetization	$	19,742,569	$	22,796,394	$	35,092,007	$	38,583,692
Other Initiatives		2,726,974		2,177,660		5,110,992		4,005,737
Total revenues	$	22,469,543	$	24,974,054	$	40,202,999	$	42,589,429

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

	Three months ended				Six months ended
	June 30				June 30
	2024		2023		2024		2023

Point in time	$	7,304,391	$	5,439,110	$	13,817,795	$	10,515,698
Over time		15,165,152		19,534,944		26,385,204		32,073,731
Total revenues	$	22,469,543	$	24,974,054	$	40,202,999	$	42,589,429

Cash, Cash Equivalents, and Marketable Securities (Tables)

6 Months Ended

Jun. 30, 2024

Cash, Cash Equivalents, and Marketable Securities [Abstract]

Schedule of Cash and Cash Equivalents

Cash and cash equivalents as of June 30, 2024 and December 31, 2023 consist of the following:

	Contracted	June 30, 2024		December 31, 2023
	Maturity	Balance		Balance

Cash	Demand	$	7,135,586	$	11,632,839
Treasury bills and money market funds	Demand		145,967,916		206,705,819
		$	153,103,502	$	218,338,658

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2024

Property and Equipment [Abstract]

Schedule of Property and Equipment

	June 30,			December 31,
	2024			2023
Computer hardware	$	23,747,540		$	21,969,345
Furniture and fixtures		123,417			121,077
Leasehold improvements		1,922,257			1,911,901
		25,793,214			24,002,323
Accumulated depreciation		(6,818,630	)		(4,312,336	)
Net carrying value	$	18,974,584		$	19,689,987

Right-of-Use Assets and Lease Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Right-of-Use Assets and Lease Liabilities [Abstract]

Schedule of Leases Several Facilities

The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.

	June 30, 2024					December 31, 2023
			Accumulated					Accumulated
	Cost		Depreciation			Cost		Depreciation
Right-of-use assets	$	4,398,944	$	(1,895,211	)	$	3,833,184	$	(1,359,281	)
Net book value			$	2,503,733				$	2,473,903

Schedule of Weighted-Average Remaining Lease Term and Discount Rate

Weighted-average remaining lease term and discount rate were as follows:

	June 30, 2024	December 31, 2023
Weighted-average remaining lease term	2.24 years	2.65 years
Weighted-average discount rate	7.67%	7.52%

Schedule of Future Minimum Lease Payments

The following shows the future minimum lease payments for the remaining years under the lease arrangement as of June 30, 2024.

2024	$	682,697
2025		1,264,859
2026		803,372
2027		49,241
		2,800,169
Less: imputed interest		(179,462	)
		2,620,707
Current portion	$	1,229,177
Long-term portion	$	1,391,530

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2024

Intangible Assets [Abstract]

Schedule of Intangible Assets

	June 30, 2024
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intellectual property	$	461,663	$	(138,594	)	$	323,069
Domain name		500,448		(102,700	)		397,748
Brand		1,284,000		(344,569	)		939,431
Software and technology		25,708,337		(4,401,269	)		21,307,068
Internal software development		4,425,507		(539,288	)		3,886,219
Assembled workforce		550,909		(206,591	)		344,318
	$	32,930,864	$	(5,733,011	)	$	27,197,853

	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intellectual property	$	461,663	$	(101,023	)	$	360,640
Domain name		500,448		(86,019	)		414,429
Brand		1,284,000		(280,369	)		1,003,631
Software and technology		20,894,389		(1,618,906	)		19,275,483
Internal software development		2,004,684		(116,854	)		1,887,830
Assembled workforce		366,188		(45,773	)		320,415
	$	25,511,372	$	(2,248,944	)	$	23,262,428

Schedule of Estimated Future Amortization Expense

For intangible assets held as of June 30, 2024, future amortization expense is as follows:

2024	$	3,393,561
2025		6,662,718
2026		6,191,391
2027		5,719,073
2028		4,514,614
Thereafter		716,496
	$	27,197,853

Shareholders’ Equity (Tables)

6 Months Ended

Jun. 30, 2024

Shareholders’ Equity [Abstract]

Schedule of Common Stock Issued and Outstanding

The following shares of common stock are issued and outstanding at:

	June 30, 2024				December 31, 2023
	Number		Amount		Number		Amount

Class A Common Stock		118,015,270	$	741,719		114,926,700	$	741,410
Class C Common Stock		165,153,621		16,515		165,353,621		16,535
Class D Common Stock		105,782,403		10,578		105,782,403		10,578

Balance		388,951,294	$	768,812		386,062,724	$	768,523

Share-Based Compensation Expense (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Compensation Expense [Abstract]

Schedule of Unvested Restricted Stock Units (“RSUs”) Transactions

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

	Number			Weighted Average Grant Date Fair Value
Outstanding, December 31, 2023		1,631,338		$	10.55
Granted		2,022,310			7.09
Vested		(596,491	)		8.25
Forfeited		(13,965	)		7.56
Outstanding, June 30, 2024		3,043,192		$	8.71

Schedule of Stock Option Transactions

The following table reflects the continuity of stock option transactions:

	Six months ended June 30, 2024
	Service Conditions					Performance Conditions
	Number			Weighted Average Exercise Price		Number		Weighted Average Exercise Price
Outstanding, beginning of year		65,004,839		$	0.50		358,249	$	9.42
Granted		3,024,565			6.66		-		-
Exercised		(1,576,968	)		0.19		-		-
Forfeited		(5,121,178	)		4.77		-		-
Outstanding, end of period		61,331,258		$	0.73		358,249	$	9.42

Vested and exercisable		58,496,862		$	0.19		-	$	-

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Measurements [Abstract]

Schedule of Liabilities Measured at Fair Value on a Recurring Basis

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

Level 1

Level 2

Level 3

Warrant Liability

Marketable Securities

Contingent Consideration

December 31, 2023

7,696,605

1,135,200

1,569,360

Change in fair value

723,695

1,354,357

Settlement by issuance of shares

(1,404,753

)

Reclassification to equity

(1,334,516

)

Reclassification to accounts payable and accrued liabilities

(184,448

)

June 30, 2024

8,420,300

1,135,200

Segmented Information (Tables)

6 Months Ended

Jun. 30, 2024

Segment Information [Abstract]

Schedule of Revenue by Geographic Region

The following presents the revenue by geographic region:

	Three months ended				Six months ended
	June 30				June 30
	2024		2023		2024		2023

United States	$	20,850,168	$	23,642,456	$	37,808,444	$	39,797,744
Canada		939,213		232,371		1,121,494		296,883
Other		680,162		1,099,227		1,273,061		2,494,802
	$	22,469,543	$	24,974,054	$	40,202,999	$	42,589,429

Schedule of Long-Lived Assets

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

	June 30, 2024		December 31, 2023

United States	$	18,683,144	$	19,334,231
Canada		291,440		355,756
	$	18,974,584	$	19,689,987

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Trade and barter revenue
Trade and barter expense	$ 3,000,000		$ 3,000,000

Acquisitions (Details)				3 Months Ended		6 Months Ended
Acquisitions (Details)	May 15, 2024 USD ($) shares	Oct. 03, 2023 USD ($)	Oct. 03, 2023 CAD ($)	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 CAD ($) shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 shares	May 15, 2023
Acquisitions [Line Items]
Contingently issuable shares (in Shares) \| shares						375,000	375,000
Investor settle cash (in Dollars per share) \| $ / shares				$ 8.92		$ 8.92
Number of share issued (in Shares) \| shares						349,523	349,523
Cash payments	$ 106,026
Accounts payable and accrued liabilities	1,334,516					$ (1,137,814)
Change in fair value contingent consideration				$ 17,768	$ (373,996)	1,354,357		$ (373,996)
Amount of outstanding equity						2,356,483
Amortization expense				$ 744,351		$ 744,351
Software and Technology [Member]
Acquisitions [Line Items]
Acquired average useful life						5 years	5 years
Assembled Workforce [Member]
Acquisitions [Line Items]
Acquired average useful life						2 years	2 years
Accounts Payable [Member]
Acquisitions [Line Items]
Accounts payable and accrued liabilities	$ 184,448
Callin [Member]
Acquisitions [Line Items]
Acquired percentage										100.00%
Milestones [Member]
Acquisitions [Line Items]
Share issued (in Shares) \| shares						513,330	513,330
North River Project Inc. [Member]
Acquisitions [Line Items]
Cash payments						$ 3,654,500	$ 5,000,000
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage			100.00%
Amount of outstanding equity		$ 7,293,000	$ 10,000,000
Cash payment of future contingent (in Dollars)			$ 10,000,000
North River Project Inc. [Member] \| Software and Technology [Member]
Acquisitions [Line Items]
Acquired average useful life		5 years	5 years
Class A Common Stock [Member]
Acquisitions [Line Items]
Acquisition per share (in Dollars per share) \| $ / shares						$ 9.99
Common stock, shares issued (in Shares) \| shares	196,469			118,015,270		118,015,270			114,926,700
Cash payments						$ 98,820
Class A Common Stock [Member] \| Acquisition agreement [Member]
Acquisitions [Line Items]
Share issued (in Shares) \| shares						981,243	981,243
Payment One [Member]
Acquisitions [Line Items]
Contingent consideration amount (in Dollars)			$ 5,000,000
Payment Two [Member]
Acquisitions [Line Items]
Contingent consideration amount (in Dollars)			$ 5,000,000

Acquisitions (Details) - Schedule of Fair Value of the Assets Acquired and the Liabilities - USD ($)		6 Months Ended
	May 15, 2024	Jun. 30, 2024
Schedule of Fair Value of the Assets Acquired and the Liabilities [Abstract]
Total consideration		$ 18,226,572
Net assets acquired:
Cash		1,000,989
Accounts receivable		10,939
Prepaid expenses		200,651
Property and equipment		37,841
Software and technology		9,352,000
Accounts payable, accruals, and other liabilities	$ 1,334,516	(1,137,814)
Deferred tax liability		(1,230,526)
Total net assets acquired		8,234,080
Goodwill		$ 9,992,492

Acquisitions (Details) - Schedule of Fair Value of the Consideration	6 Months Ended
	Jun. 30, 2024 USD ($) shares
Schedule of Estimate of Fair Value [Abstract]
Shares issued (in Shares) \| shares	6,055,409
Shares to be issued	$ 3,747,209
Replacement awards	15,578
Contingent consideration (liability) – retention payments	3,491,741
Contingent consideration (equity) – milestone 1	2,490,152
Contingent consideration (equity) – milestone 2	2,356,483
Contingent consideration payable	70,000
Total consideration	$ 18,226,572

Acquisitions (Details) - Schedule of Contingently Issuable Shares	6 Months Ended
	Jun. 30, 2024 shares
Schedule of Contingently Issuable Shares [Abstract]
Contingent consideration	903,689
Share-based compensation (Note 11)	596,311
Total contingently issuable shares	1,500,000

Revenue from Contracts with Customers (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Revenue from Contracts with Customers [Line Items]
Deferred revenue	$ 13,109,111	$ 7,003,891

Revenue from Contracts with Customers (Details) - Schedule of Revenues Disaggregated - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenues	$ 22,469,543	$ 24,974,054	$ 40,202,999	$ 42,589,429
Audience Monetization [Member]
Disaggregation of Revenue [Line Items]
Total revenues	19,742,569	22,796,394	35,092,007	38,583,692
Other Initiatives [Member]
Disaggregation of Revenue [Line Items]
Total revenues	2,726,974	2,177,660	5,110,992	4,005,737
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Total revenues	7,304,391	5,439,110	13,817,795	10,515,698
Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Total revenues	$ 15,165,152	$ 19,534,944	$ 26,385,204	$ 32,073,731

Cash, Cash Equivalents, and Marketable Securities (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Cash, Cash Equivalents, and Marketable Securities [Line Items]
Marketable securities	$ 1,135,200	$ 1,135,200
Issuance of credit	$ 1,362,500	$ 1,362,500

Cash, Cash Equivalents, and Marketable Securities (Details) - Schedule of Cash and Cash Equivalents - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Schedule of Cash and Cash Equivalents [Abstract]
Cash,Contracted Maturity	Demand
Cash, Balance	$ 7,135,586	$ 11,632,839
Treasury bills and money market funds,Contracted Maturity	Demand
Treasury bills and money market funds, Balance	$ 145,967,916	206,705,819
Cash, Cash Equivalents	$ 153,103,502	$ 218,338,658

Property and Equipment (Details) - USD ($)	3 Months Ended		6 Months Ended
Property and Equipment (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property and Equipment [Abstract]
Depreciation expense on property and equipment	$ 1,385,177	$ 688,926	$ 2,506,294	$ 1,218,997

Property and Equipment (Details) - Schedule of Property and Equipment - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Property and Equipment [Line Items]
Property, Plant and Equipment	$ 25,793,214	$ 24,002,323
Accumulated depreciation	(6,818,630)	(4,312,336)
Net carrying value	18,974,584	19,689,987
Computer Hardware [Member]
Schedule of Property and Equipment [Line Items]
Property, Plant and Equipment	23,747,540	21,969,345
Furniture and Fixtures [Member]
Schedule of Property and Equipment [Line Items]
Property, Plant and Equipment	123,417	121,077
Leasehold Improvements [Member]
Schedule of Property and Equipment [Line Items]
Property, Plant and Equipment	$ 1,922,257	$ 1,911,901

Right-of-Use Assets and Lease Liabilities (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Right-of-Use Assets and Lease Liabilities [Abstract]
Operating lease costs	$ 314,855	$ 177,192	$ 637,368	$ 330,010

Right-of-Use Assets and Lease Liabilities (Details) - Schedule of Leases Several Facilities - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Schedule of Leases Several Facilities [Abstract]
Cost, Right-of-use assets	$ 4,398,944	$ 3,833,184
Accumulated Depreciation, Right-of-use assets	(1,895,211)	(1,359,281)
Accumulated Depreciation, Net book value	$ 2,503,733	$ 2,473,903

Right-of-Use Assets and Lease Liabilities (Details) - Schedule of Weighted-Average Remaining Lease Term and Discount Rate	Jun. 30, 2024	Dec. 31, 2023
Schedule of Weighted-Average Remaining Lease Term and Discount Rate [Abstract]
Weighted-average remaining lease term	2 years 2 months 26 days	2 years 7 months 24 days
Weighted-average discount rate	7.67%	7.52%

Right-of-Use Assets and Lease Liabilities (Details) - Schedule of Future Minimum Lease Payments - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Future Minimum Lease Payments [Abstract]
2024	$ 682,697
2025	1,264,859
2026	803,372
2027	49,241
Total	2,800,169
Less: imputed interest	(179,462)
Total right of use assets and lease liabilities	2,620,707
Current portion	1,229,177	$ 975,844
Long-term portion	$ 1,391,530	$ 1,630,837

Intangible Assets (Details) - USD ($)	3 Months Ended		6 Months Ended
Intangible Assets (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Intangible Assets [Abstract]
Amortization expense related to intangible assets	$ 2,179,042	$ 354,634	$ 3,484,067	$ 505,637

Intangible Assets (Details) - Schedule of Intangible Assets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Intangible Assets [Line Items]
Gross Carrying Amount	$ 32,930,864	$ 25,511,372
Accumulated Amortization	(5,733,011)	(2,248,944)
Net Carrying Amount	27,197,853	23,262,428
Intellectual Property [Member]
Schedule of Intangible Assets [Line Items]
Gross Carrying Amount	461,663	461,663
Accumulated Amortization	(138,594)	(101,023)
Net Carrying Amount	323,069	360,640
Domain name [Member]
Schedule of Intangible Assets [Line Items]
Gross Carrying Amount	500,448	500,448
Accumulated Amortization	(102,700)	(86,019)
Net Carrying Amount	397,748	414,429
Brand [Member]
Schedule of Intangible Assets [Line Items]
Gross Carrying Amount	1,284,000	1,284,000
Accumulated Amortization	(344,569)	(280,369)
Net Carrying Amount	939,431	1,003,631
Software and Technology [Member]
Schedule of Intangible Assets [Line Items]
Gross Carrying Amount	25,708,337	20,894,389
Accumulated Amortization	(4,401,269)	(1,618,906)
Net Carrying Amount	21,307,068	19,275,483
Internal Software Development [Member]
Schedule of Intangible Assets [Line Items]
Gross Carrying Amount	4,425,507	2,004,684
Accumulated Amortization	(539,288)	(116,854)
Net Carrying Amount	3,886,219	1,887,830
Assembled Workforce [Member]
Schedule of Intangible Assets [Line Items]
Gross Carrying Amount	550,909	366,188
Accumulated Amortization	(206,591)	(45,773)
Net Carrying Amount	$ 344,318	$ 320,415

Intangible Assets (Details) - Schedule of Estimated Future Amortization Expense - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Estimated Future Amortization Expense [Abstract]
2024	$ 3,393,561
2025	6,662,718
2026	6,191,391
2027	5,719,073
2028	4,514,614
Thereafter	716,496
Net	$ 27,197,853	$ 23,262,428

Other Liability (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Other Liability [Abstract]
Other liability	$ 500,000	$ 500,000

Shareholders’ Equity (Details) - $ / shares	6 Months Ended
Shareholders’ Equity (Details) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Shareholders’ Equity [Line Items]
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Additional shares	76,412,604
Target percentage	100.00%
Price of per share (in Dollars per share)	$ 15
Share price (in Dollars per share)	$ 17.5
Common Stock [Member]
Shareholders’ Equity [Line Items]
Common stock, shares authorized	1,000,000,000
Class A Common Stock [Member]
Shareholders’ Equity [Line Items]
Common stock, shares authorized	700,000,000	700,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Additional shares	105,000,000
Target percentage	50.00%
Class A Common Stock [Member] \| Sponsor [Member]
Shareholders’ Equity [Line Items]
Qualifying transaction, description	The term will expire September 16, 2027. If there is a change in control prior to September 16, 2027 resulting in a per share price equal to or in excess of the $15.00 and $17.50 share price milestones not previously met, then the Company shall issue the earnout shares to the holders.
Class A Common Stock [Member] \| Minimum [Member]
Shareholders’ Equity [Line Items]
Closing price (in Dollars per share)	$ 15
Class A Common Stock [Member] \| Maximum [Member]
Shareholders’ Equity [Line Items]
Closing price (in Dollars per share)	$ 17.5
Class C Common Stock [Member]
Shareholders’ Equity [Line Items]
Common stock, shares authorized	170,000,000	170,000,000
Class D Common Stock [Member]
Shareholders’ Equity [Line Items]
Common stock, shares authorized	110,000,000
Common stock par value (in Dollars per share)	$ 0.0001
Common Stock [Member] \| Class A Common Stock [Member]
Shareholders’ Equity [Line Items]
Escrow shares	28,587,396
Common Stock [Member] \| Class C Common Stock [Member]
Shareholders’ Equity [Line Items]
Common stock par value (in Dollars per share)	$ 0.0001
Preferred Stock [Member]
Shareholders’ Equity [Line Items]
Preferred stock, shares authorized	20,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001
Sponsor [Member]
Shareholders’ Equity [Line Items]
Additional shares	1,973,750

Shareholders’ Equity (Details) - Schedule of Common Stock Issued and Outstanding - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Common Stock Issued and Outstanding [Line Items]
Number of common shares	388,951,294	386,062,724
Amount of common shares	$ 768,812	$ 768,523
Class A Common Stock [Member]
Schedule of Common Stock Issued and Outstanding [Line Items]
Number of common shares	118,015,270	114,926,700
Amount of common shares	$ 741,719	$ 741,410
Class C Common Stock [Member]
Schedule of Common Stock Issued and Outstanding [Line Items]
Number of common shares	165,153,621	165,353,621
Amount of common shares	$ 16,515	$ 16,535
Class D Common Stock [Member]
Schedule of Common Stock Issued and Outstanding [Line Items]
Number of common shares	105,782,403	105,782,403
Amount of common shares	$ 10,578	$ 10,578

Share-Based Compensation Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
Share-Based Compensation Expense (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	May 15, 2024	Dec. 31, 2023
Share-Based Compensation Expense (Details) [Line Items]
Weighted-average			10 months 13 days
Aggregate intrinsic value	$ 307,965,480		$ 307,965,480
Aggregate intrinsic value of vested and exercisable	$ 307,933,668		307,933,668
Unrecognized compensation cost			$ 20,352,825
Weighted-average period			2 years 9 months 7 days
Fair value of the outstanding option (in Dollars per share)	$ 1.12		$ 1.12
Rights to contingent consideration	$ 310,201	$ 508,133	$ 2,033,781	$ 508,133
Cash paid	$ 7,135,586		7,135,586			$ 11,632,839
Total unrecognized compensation			790,966
RSU [Member]
Share-Based Compensation Expense (Details) [Line Items]
Unrecognized compensation cost			$ 19,005,429
Weighted-average			1 year 5 months 8 days
Equity Option [Member]
Share-Based Compensation Expense (Details) [Line Items]
Unrecognized compensation cost			$ 3,000,000
Fair value of the outstanding option (in Dollars per share)	$ 8.37		$ 8.37
Class A Common Stock [Member]
Share-Based Compensation Expense (Details) [Line Items]
Aggregate shares (in Shares)	36,361,367		36,361,367
Common stock shares (in Shares)	118,015,270		118,015,270		196,469	114,926,700
Cash paid	$ 2,284,085		$ 2,284,085
Class A Common Stock [Member] \| Share-Based Compensation [Member]
Share-Based Compensation Expense (Details) [Line Items]
Common stock shares (in Shares)	135,771		135,771
Class A Common Stock [Member] \| Equity Option [Member]
Share-Based Compensation Expense (Details) [Line Items]
Aggregate shares (in Shares)	58,165,382		58,165,382
Common Stock [Member]
Share-Based Compensation Expense (Details) [Line Items]
Company share issued (in Shares)	27,121,733		27,121,733

Share-Based Compensation Expense (Details) - Schedule of Unvested Restricted Stock Units (“RSUs”) Transactions - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Share-Based Compensation Expense (Details) - Schedule of Unvested Restricted Stock Units (“RSUs”) Transactions [Line Items]
Number, Outstanding beginning \| shares	1,631,338
Weighted Average Grant Date Fair Value, Outstanding beginning \| $ / shares	$ 10.55
Number, Outstanding ending \| shares	3,043,192
Weighted Average Grant Date Fair Value, Outstanding ending \| $ / shares	$ 8.71
Number, Granted \| shares	2,022,310
Weighted Average Grant Date Fair Value, Granted \| $ / shares	$ 7.09
Number, Vested \| shares	(596,491)
Weighted Average Grant Date Fair Value, Vested \| $ / shares	$ 8.25
Number, Forfeited \| shares	(13,965)
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	$ 7.56

Share-Based Compensation Expense (Details) - Schedule of Stock Option Transactions	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Service Conditions [Member]
Share-Based Compensation Expense (Details) - Schedule of Stock Option Transactions [Line Items]
Number, Outstanding Beginning \| shares	65,004,839
Weighted Average Exercise Price, Outstanding Beginning \| $ / shares	$ 0.5
Number, Outstanding ending \| shares	61,331,258
Weighted Average Exercise Price, Outstanding, ending \| $ / shares	$ 0.73
Number, Vested and exercisable \| shares	58,496,862
Weighted Average Exercise Price, Vested and exercisable \| $ / shares	$ 0.19
Number, Granted \| shares	3,024,565
Weighted Average Exercise Price, Granted \| $ / shares	$ 6.66
Number, Exercised \| shares	(1,576,968)
Weighted Average Exercise Price, Exercised \| $ / shares	$ 0.19
Number, Forfeited \| shares	(5,121,178)
Weighted Average Exercise Price, Forfeited \| $ / shares	$ 4.77
Performance Conditions [Member]
Share-Based Compensation Expense (Details) - Schedule of Stock Option Transactions [Line Items]
Number, Outstanding Beginning \| shares	358,249
Weighted Average Exercise Price, Outstanding Beginning \| $ / shares	$ 9.42
Number, Outstanding ending \| shares	358,249
Weighted Average Exercise Price, Outstanding, ending \| $ / shares	$ 9.42
Number, Vested and exercisable \| shares
Weighted Average Exercise Price, Vested and exercisable \| $ / shares
Number, Granted \| shares
Weighted Average Exercise Price, Granted \| $ / shares
Number, Exercised \| shares
Weighted Average Exercise Price, Exercised \| $ / shares
Number, Forfeited \| shares
Weighted Average Exercise Price, Forfeited \| $ / shares

Commitments and Contingencies (Details) $ in Millions	6 Months Ended
Commitments and Contingencies (Details) $ in Millions	Jun. 30, 2024 USD ($)
Commitments and Contingencies [Abstract]
Commitments amount	$ 62.0
Damages alleged amount	$ 419.0

Fair Value Measurements (Details)	Jun. 30, 2024 $ / shares shares
Fair Value Measurements [Abstract]
Number of warrants outstanding \| shares	8,050,000
Weighted-average exercise price \| $ / shares	$ 11.5

Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on a Recurring Basis	6 Months Ended
	Jun. 30, 2024 USD ($)
Warrant Liability [Member] \| Level 1 [Member]
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items]
Beginning Balance	$ 7,696,605
Change in fair value	723,695
Settlement by issuance of shares
Reclassification to equity
Reclassification to accounts payable and accrued liabilities
Ending Balance	8,420,300
Marketable Securities [Member] \| Level 2 [Member]
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items]
Beginning Balance	1,135,200
Change in fair value
Settlement by issuance of shares
Reclassification to equity
Reclassification to accounts payable and accrued liabilities
Ending Balance	1,135,200
Contingent Consideration [Member] \| Level 3 [Member]
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items]
Beginning Balance	1,569,360
Change in fair value	1,354,357
Settlement by issuance of shares	(1,404,753)
Reclassification to equity	(1,334,516)
Reclassification to accounts payable and accrued liabilities	(184,448)
Ending Balance

Credit and Concentration Risks (Details) - Customer Concentration Risk [Member] - One Customer [Member] - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Accounts Receivable [Member]
Credit and Concentration Risks [Line Items]
Accounts receivables (in Dollars)	$ 5,803,843	$ 14,596,739	$ 8,479,419	$ 23,765,265
Concentration risk, percentage			14.00%		35.00%
Revenue Benchmark [Member]
Credit and Concentration Risks [Line Items]
Concentration risk, percentage	26.00%	58.00%	21.00%	56.00%

Related Party Transactions (Details) - USD ($)	3 Months Ended		6 Months Ended
Related Party Transactions (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transactions [Line Items]
Compensation expenses	$ 6,557,381	$ 3,860,676	$ 11,320,275	$ 6,169,886
Related party expenses	884,131	704,386	1,663,609	1,269,035
Related Party [Member]
Related Party Transactions [Line Items]
Compensation expenses	3,785,461	3,349,257	7,130,608	6,284,386
Share based compensation	$ 2,650,673	$ 2,119,457	$ 4,852,905	$ 3,821,871

Segmented Information (Details)	6 Months Ended
Segmented Information (Details)	Jun. 30, 2024 segment
Segmented Information [Abstract]
Number of operating segment	1

Segmented Information (Details) - Schedule of Revenue by Geographic Region - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Revenue by Geographic Region [Line Items]
Revenue by geographic region	$ 22,469,543	$ 24,974,054	$ 40,202,999	$ 42,589,429
United States [Member]
Schedule of Revenue by Geographic Region [Line Items]
Revenue by geographic region	20,850,168	23,642,456	37,808,444	39,797,744
Canada [Member]
Schedule of Revenue by Geographic Region [Line Items]
Revenue by geographic region	939,213	232,371	1,121,494	296,883
Other [Member]
Schedule of Revenue by Geographic Region [Line Items]
Revenue by geographic region	$ 680,162	$ 1,099,227	$ 1,273,061	$ 2,494,802

Segmented Information (Details) - Schedule of Long-Lived Assets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Long-Lived Assets [Line Items]
Property and equipment, net	$ 18,974,584	$ 19,689,987
United States [Member]
Schedule of Long-Lived Assets [Line Items]
Property and equipment, net	18,683,144	19,334,231
Canada [Member]
Schedule of Long-Lived Assets [Line Items]
Property and equipment, net	$ 291,440	$ 355,756