0001213900-22-059043.txt : 20220926 0001213900-22-059043.hdr.sgml : 20220926 20220926191042 ACCESSION NUMBER: 0001213900-22-059043 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220916 FILED AS OF DATE: 20220926 DATE AS OF CHANGE: 20220926 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ramolo Claudio CENTRAL INDEX KEY: 0001947633 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40079 FILM NUMBER: 221267011 MAIL ADDRESS: STREET 1: 444 GULF OF MEXICO DR. CITY: LONGBOAT KEY STATE: FL ZIP: 34228 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rumble Inc. CENTRAL INDEX KEY: 0001830081 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 851087461 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-938-5000 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: CF Acquisition Corp. VI DATE OF NAME CHANGE: 20201027 3 1 ownership.xml X0206 3 2022-09-16 0 0001830081 Rumble Inc. RUM 0001947633 Ramolo Claudio 444 GULF OF MEXICO DR LONGBOAT KEY FL 34228 0 1 0 0 Chief Content Officer Class C Common Stock, par value $0.0001 per share 2173220 D Exchangeable Shares Class A Common Stock, par value $0.0001 per share 2173220 D Stock Option (Right to Buy) 0.03 2022-09-16 2040-09-01 Class A Common Stock, par value $0.0001 per share 11401066 D Includes 716,134 shares of Class C Common Stock that are subject to the vesting and forfeiture requirements specified in the Business Combination Agreement (the "BCA"), dated as of December 1, 2021, by and between CF Acquisition Corp. VI (n/k/a Rumble Inc.) (the "Company") and Rumble Inc. (n/k/a Rumble Canada Inc.) ("Rumble Canada"). Consists of Exchangeable Shares issued by 1000045728 Ontario Inc., a corporation formed under the laws of the Province of Ontario, Canada, and an indirect subsidiary of the Company. Includes 716,134 Exchangeable Shares that are subject to the vesting and forfeiture requirements specified in the BCA. Each Exchangeable Share is exchangeable at the election of the holder thereof for one share of Class A Common Stock of the Company. The Exchangeable Shares are currently exercisable and have no expiration date. Consists of Stock Options that Mr. Ramolo received in exchange for his outstanding options in Rumble Canada pursuant to the terms of the BCA. Includes 3,756,960 "earnout" Stock Options that are subject to the vesting and forfeiture requirements specified in the BCA. Exhibit 24 - Power of Attorney /s/ Michael Ellis, as Attorney-in-Fact 2022-09-26 EX-24 2 ea166289ex24_rumbleinc.htm POWER OF ATTORNEY

Exhibit 24

 

POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints Michael Ellis and Sergey Milyukov, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

 

(1)execute for and on behalf of the undersigned, in the undersigned’s capacity as an executive officer and/or director of Rumble Inc. (the “Company”), a Form ID, Forms 3, 4, 5, 13D, and 13G, as applicable, and any other documents necessary to facilitate the filing of reports in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, Forms 3, 4, 5, 13D and 13G, as applicable, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form ID, Forms 3, 4, 5, 13D and 13G, as applicable, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of September, 2022.

 

/s/ Claudio Ramolo  
Signature  

 

Printed Name:  Claudio Ramolo