424B3 1 f424b30822_cfacquisition6.htm PROSPECTUS

PROSPECTUS

  

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-262725

CF Acquisition Corp. VI

______________

To the Stockholders of CF Acquisition Corp. VI:

You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of CF Acquisition Corp. VI, which is referred to as “CF VI,” on Thursday, September 15, 2022, at 10:00 a.m. Eastern Time. The meeting will be held virtually over the Internet by means of a live webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at https://www.cstproxy.com/cfacquisitioncorpvi/2022. At the Special Meeting, the stockholders of CF VI will be asked to consider and vote upon the following proposals (the “Proposals”):

(1)     to adopt and approve the Business Combination Agreement dated December 1, 2021 (as the terms and conditions therein may be amended, modified or waived from time to time, the “Business Combination Agreement”), by and between CF VI and Rumble Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Rumble”), and to approve the transactions contemplated thereby, including an arrangement under Section 182 of the Business Corporations Act (Ontario) on the terms and subject to the conditions set forth in a plan of arrangement (“the “Plan of Arrangement”), to be submitted to the Ontario Superior Court of Justice (Commercial List) (such transactions, collectively, the “Business Combination”);

(2)     to consider and vote upon a proposal to elect six directors to serve on the board of directors of CF VI following the Business Combination (such entity, the “Combined Entity”), to serve until the next annual meeting of stockholders following the date of this proxy statement/prospectus and until their respective successors are duly elected and qualified;

(3)     to approve separate proposals, for purposes of complying with The Nasdaq Stock Market Listing Rule 5635, the issuance of (i) up to 63,245,836 shares of Class A Common Stock, 168,956,526 shares of Class C Common Stock and 106,428,676 shares of Class D Common Stock, in each case pursuant to the Business Combination Agreement, and up to an additional 168,956,526 shares of Class A Common Stock issuable upon conversion of ExchangeCo Exchangeable Shares issued pursuant to the Business Combination Agreement, and (ii) up to 8,500,000 shares of Class A Common Stock pursuant to the PIPE Investment;

(4)     to approve the Stock Incentive Plan of the Combined Entity (the “Stock Incentive Plan”) in connection with the Business Combination;

(5)     to approve separate proposals to amend and restate CF VI’s current amended and restated certificate of incorporation (the “CF VI Charter”) to adopt certain material differences that will be in effect upon consummation of the Business Combination; and

(6)     to approve a proposal to adjourn the Special Meeting to a later date or dates, if it is determined by CF VI that additional time is necessary or appropriate to complete the Business Combination or for any other reason.

The Board of Directors of CF VI (the “CF VI Board”) has fixed the close of business on July 25, 2022 as the record date for the Special Meeting (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. Stockholders should carefully read the accompanying Notice of Special Meeting and proxy statement/prospectus for a more complete statement of the Proposals to be considered at the Special Meeting.

The CF VI Board has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that our stockholders vote “FOR” each of the Proposals presented to CF VI Stockholders. When you consider the CF VI Board’s recommendation of these proposals, you should keep in mind that the directors and officers of CF VI have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of the Sponsor and CF VI’s Officers and Directors in the Business Combination” in the accompanying proxy statement/prospectus.

Pursuant to the CF VI Charter, CF VI public stockholders have redemption rights in connection with the Business Combination. CF VI public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of CF VI Class A Common Stock for cash. This means that public stockholders who hold shares of CF VI Class A Common Stock on or before September 13, 2022 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of CF VI Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting.

 

By Order of the CF VI Board,
   

/s/ Howard W. Lutnick
   

Howard W. Lutnick
Chairman and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated August 11, 2022 and is first being mailed to the stockholders of CF VI on or about August 15, 2022.

 

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CF Acquisition Corp. VI
110 East 59th Street
New York, NY 10022

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF CF ACQUISITION CORP. VI
TO BE HELD ON SEPTEMBER 15, 2022

TO THE STOCKHOLDERS OF CF ACQUISITION CORP. VI:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of CF Acquisition Corp. VI, a Delaware corporation (“CF VI,” and after consummation of the Business Combination (as defined below), the “Combined Entity”), will be held on September 15, 2022, at 10:00 a.m. Eastern Time, as a virtual meeting. The meeting will be held virtually over the Internet by means of a live webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at https://www.cstproxy.com/cfacquisitioncorpvi/2022. At the Special Meeting, CF VI Stockholders will be asked to consider and vote upon the following proposals:

(1)     The Business Combination Proposal — To approve and adopt the Business Combination Agreement, dated December 1, 2021 (as the terms and conditions therein may be amended, modified or waived from time to time, the “Business Combination Agreement”), by and between CF VI and Rumble Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Rumble”), and approve the transactions contemplated thereby, including a plan of arrangement to be submitted to the Ontario Superior Court of Justice (Commercial List) under Section 182 of the Business Corporations Act (Ontario) (collectively, the “Business Combination”).

We refer to this proposal as the “Business Combination Proposal.” Copies of the Business Combination Agreement and certain other agreements to be entered into pursuant to the Business Combination Agreement are attached to the proxy statement/prospectus as Annexes A, E, G and H.

(2)     The Director Election Proposal — To consider and vote upon a proposal to elect six directors to serve on the board of directors of CF VI following the Business Combination (the “Combined Entity Board”), to serve until the next annual meeting of stockholders following the date of this proxy statement/prospectus and until their respective successors are duly elected and qualified. We refer to this proposal as the “Director Election Proposal.”

(3)     The Nasdaq Proposals — To approve separate proposals, for purposes of complying with The Nasdaq Stock Market Listing Rule 5635 (the “Nasdaq Listing Rule”), the issuance of (i) up to 63,245,836 shares of Class A common stock, par value $0.0001 per share, of CF VI (the “CF VI Class A Common Stock” or the “Class A Common Stock”), 168,956,526 shares of Class C common stock, par value $0.0001 per share, of CF VI (the “Class C Common Stock”) and 106,428,676 shares of Class D common stock, par value $0.0001 per share, of CF VI (the “Class D Common Stock”), in each case pursuant to the Business Combination Agreement and up to an additional 168,956,526 shares of Class A Common Stock issuable upon conversion of the ExchangeCo Exchangeable Shares issued pursuant to the Business Combination Agreement, and (ii) up to 8,500,000 shares of Class A Common Stock pursuant to the PIPE Investment. We refer to this proposal as the “Nasdaq Proposals.”

(4)     The Stock Incentive Plan Proposal — To approve and adopt the Stock Incentive Plan of the Combined Entity (the “Stock Incentive Plan”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex D. We refer to this proposal as the “Stock Incentive Plan Proposal.”

(5)     The Charter Amendment Proposals — To consider and vote upon separate proposals to approve the following material differences between the CF VI Charter and the proposed amended and restated certificate of incorporation of the Combined Entity (the “Combined Entity Charter”) that will be in effect upon the closing of the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex B:

•        to change CF VI’s name to “Rumble Inc.”;

•        to eliminate the CF VI Class B Common Stock as a class of common stock of CF VI;

 

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•        to create the Class C Common Stock and Class D Common Stock;

•        to increase the authorized shares of CF VI “blank check” preferred stock and Class A Common Stock;

•        to provide that holders of the Class A Common Stock and Class C Common Stock will be entitled to one vote per share and the holders of the Class D Common Stock will be entitled to a number of votes per share that represent, upon Closing and when taking into account the shares of Class A Common Stock (if any) and Class C Common Stock to be issued to Mr. Pavlovski at Closing, 85% of the voting power of the Combined Entity on a fully-diluted basis;

•        to provide that the Class C Common Stock are only issuable in connection with the exchange of Rumble Shares for ExchangeCo Exchangeable Shares and shares of Class C Common Stock pursuant to the Arrangement or in respect of stock splits, stock dividends and the like;

•        to provide that the Class A Common Stock are entitled to dividends and distributions ratably with other Participating Shares (as defined in the Combined Entity Charter) and that the Class C Common Stock and Class D Common Stock are not entitled to dividends or distributions except in the limited circumstances set forth in the Combined Entity Charter;

•        to provide for the mandatory redemption of the Class C Common Stock and Class D Common Stock on the terms set forth in the Combined Entity Charter;

•        to provide for certain transfer restrictions with respect to the Class C Common Stock and Class D Common Stock as set forth in the Combined Entity Charter;

•        to permit that stockholders can act by written consent to the extent the Qualified Stockholders together with their “Permitted Transferees” own more than 66.66% of the voting power of the capital stock of the Combined Entity;

•        to eliminate certain restrictions on business combinations with affiliated parties; and

•        to approve all other changes including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the Closing.

We refer to these proposals collectively as the “Charter Amendment Proposals.”

(6)     The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if it is determined by CF VI that additional time is necessary or appropriate to complete the Business Combination or for any other reason. We refer to this proposal as the “Adjournment Proposal” and, together with the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposals, the Stock Incentive Plan Proposal and the Charter Amendment Proposals, collectively as the “Proposals.”

Only holders of record of CF VI Common Stock at the close of business on July 25, 2022 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. Please note that you will not be able to attend the Special Meeting in person. In light of the ongoing COVID-19 pandemic and to protect the health of CF VI Stockholders, management, employees and the community, the Special Meeting will be held virtually conducted via live webcast. You will be able to attend the Special Meeting by visiting https://www.cstproxy.com/cfacquisitioncorpvi/2022. CF VI recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the meeting starts.

Pursuant to the CF VI Charter, CF VI is providing its public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of CF VI Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two (2) business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds (including interest but less taxes payable) of the IPO. For illustrative purposes, based on funds in the Trust Account of approximately $300.3 million on June 30, 2022, the estimated per share redemption price would have been approximately $10.01. CF VI public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of CF VI Class A Common Stock for cash. This means that public stockholders who hold shares of CF VI Class A Common Stock on or before September 13, 2022, (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of CF VI Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the

 

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Special Meeting. A public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 15% or more of the shares of CF VI Class A Common Stock included in the CF VI Units sold in the IPO. Holders of our outstanding CF VI Public Warrants and CF VI Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding CF VI Units must separate the underlying CF VI Public Shares and CF VI Public Warrants prior to exercising redemption rights with respect to the CF VI Public Shares.

The Sponsor and CF VI’s officers and directors have agreed to waive their redemption rights with respect to any shares of CF VI Common Stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor owns 21.4% of the issued and outstanding shares of CF VI Common Stock. The Sponsor and CF VI’s officers and directors have agreed to vote any shares of CF VI Common Stock owned by them in favor of the Business Combination Proposal.

The approval of each of the Business Combination Proposal and the Charter Amendment Proposals requires the affirmative vote of a majority of the issued and outstanding shares of CF VI Common Stock as of the Record Date. The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the shares of CF VI Common Stock present via the virtual meeting platform or represented by proxy and voted thereon at the Special Meeting. The approval of the Nasdaq Proposals, the Stock Incentive Plan Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of CF VI Common Stock present via the virtual meeting platform or represented by proxy and voted thereon at the Special Meeting. The CF VI Board has already approved the Business Combination. Upon consummation of the Business Combination, for purposes of Nasdaq, the Combined Entity will be a “controlled company.” Under the Nasdaq rules, controlled companies are companies of which more than 50% of the voting power for the election of directors is held by an individual, group, or another company. Upon completion of the Business Combination, Mr. Pavlovski will hold 85% of the voting power of the Combined Entity’s capital stock on a fully-diluted basis through his ownership of a special class of “high vote” Class D Common Stock. Such shares of Class D Common Stock to be issued to Mr. Pavlovski will be the only issued and outstanding shares of Class D Common Stock. While a multiple class share structure has been used in many other founder-backed public companies (where the founder(s) are granted “high vote” shares to ensure the founder(s) continue to control a majority of the voting power of the public company) and the rationale for the multiple class structure is the same in connection with the Business Combination (i.e., to enable the founder to protect his or her long-term plan and vision for the company, notwithstanding potential short-term pressures of the public markets), the Combined Entity’s share class structure is unique in that Mr. Pavlovski will be issued a fixed number of shares of Class D Common Stock, but the number of votes per share of Class D Common Stock will not be known until the redemption deadline has expired (i.e., two business days before the Special Meeting). The number of votes per share of Class D Common Stock will be determined based on the number of shares being redeemed to ensure that Mr. Pavlovski has 85% of the voting power of the Combined Entity on a fully diluted basis immediately after the Closing. This means that the fewer the number of redemptions, the higher number of votes per share will be assigned to a share of Class D Common Stock at Closing.

As of June 30, 2022, there was approximately $300.3 million in the Trust Account. Each redemption of shares of CF VI Class A Common Stock by CF VI’s public stockholders will decrease the amount in the Trust Account. Net tangible assets will be maintained at a minimum of $5,000,001 immediately prior to or upon consummation of the Business Combination.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, you may call Morrow Sodali LLC, CF VI’s proxy solicitor, at (800) 662-5200 or (203) 658-9400 (banks and brokers) or email at CFVI.info@investor.morrowsodali.com.

 

By Order of the CF VI Board
   

/s/ Howard W. Lutnick

August 11, 2022

  

Howard W. Lutnick
Chairman and Chief Executive Officer

 

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TABLE OF CONTENTS

 

Page

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

  

10

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

  

26

SUMMARY RISK FACTORS

  

47

SELECTED HISTORICAL FINANCIAL INFORMATION OF RUMBLE

  

49

SELECTED HISTORICAL FINANCIAL INFORMATION OF CF VI

  

51

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION

  

52

RISK FACTORS

  

56

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

  

87

SPECIAL MEETING OF CF VI STOCKHOLDERS

  

108

THE BUSINESS COMBINATION PROPOSAL

  

115

THE DIRECTOR ELECTION PROPOSAL

  

158

THE NASDAQ PROPOSALS

  

159

STOCK INCENTIVE PLAN PROPOSAL

  

161

CHARTER AMENDMENT PROPOSALS

  

169

THE ADJOURNMENT PROPOSAL

  

178

INFORMATION ABOUT CF VI

  

179

CF VI’S MANAGEMENT

  

185

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CF VI

  

192

INFORMATION ABOUT RUMBLE

  

197

INFORMATION ABOUT RUMBLE’S MANAGEMENT

  

208

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  

210

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF RUMBLE

  

216

MANAGEMENT OF THE COMBINED ENTITY FOLLOWING THE BUSINESS COMBINATION

  

230

BENEFICIAL OWNERSHIP OF SECURITIES

  

232

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

  

239

PRICE RANGE AND DIVIDENDS OF SECURITIES

  

242

INDEX TO FINANCIAL STATEMENTS

  

F-1

Annex A    Business Combination Agreement

  

A-1

Annex B    Post-Closing Charter

  

B-1

Annex C    Post-Closing Bylaws

  

C-1

Annex D    Stock Incentive Plan

  

D-1

Annex E    Sponsor Support Agreement

  

E-1

Annex F    Form of PIPE Subscription Agreement

  

F-1

Annex G    Form of Shareholder Support Agreement

  

G-1

Annex H    Form of Lock-Up Agreement

  

H-1

Annex I    Proxy Card

  

I-1

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FREQUENTLY USED TERMS

“501(c) Organization” means an entity that is exempt from taxation under Section 501(c)(3) or Section 501(c)(4) of the Internal Revenue Code (or any successor provision thereto) or an equivalent or analogous provision of the laws of any jurisdiction other than the United States.

“Arrangement” means an arrangement under Section 182 of the OBCA on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations.

“Arrangement Effective Time” means 12:01 a.m. (Eastern Time) on the Closing Date, or such other time on the Closing Date as CF VI and Rumble agree to in writing before the Closing Date.

“Aggregate Exercise Price” means the sum of the exercise prices of all Rumble Options, whether vested or unvested, outstanding immediately prior to the Arrangement Effective Time.

“Arrangement Consideration” means the sum of $3,150,000,000 plus the Rumble Closing Cash plus the Aggregate Exercise Price.

“Base Option Shares” means a number of shares of Class A Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of Rumble Class A Common Shares or Rumble Class B Common Shares subject to the relevant Rumble Option immediately prior to the Arrangement Effective Time and (y) the Option Exchange Ratio.

“CallCo” means 1000045707 Ontario Inc., a corporation formed under the laws of the Province of Ontario, Canada and a direct subsidiary of CF VI.

“Cantor” means Cantor Fitzgerald L.P., a Delaware limited partnership and an affiliate of the Sponsor, CF&Co. and, prior to the consummation of the Business Combination, CF VI.

“Cash and Cash Equivalents” means (a) U.S. dollars or Canadian dollars, including all money held in checking or savings accounts or held as demand deposits, and (b) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States or Canada, in each case maturing within one year from the date of the Business Combination Agreement.

“CF&Co.” means Cantor Fitzgerald & Co., a New York general partnership.

“CF VI Available Cash” means the amount of cash available to CF VI as of the Closing, from (a) the PIPE Investments (including the amount paid pursuant to the Forward Purchase Contract) that has been funded to CF VI and (b) the cash available in the Trust Account after deducting the aggregate amount payable from the Trust Account to CF VI Stockholders that have validly exercised their CF VI Share Redemption.

“CF VI Bylaws” means the bylaws of CF VI, as amended and/or restated from time to time.

“CF VI Capital Stock” means, collectively, the CF VI Common Stock and the preferred stock of CF VI, par value $0.0001 per share.

“CF VI Charter” means the Amended and Restated Certificate of Incorporation of CF VI, dated February 18, 2021, as amended and/or restated from time to time.

“CF VI Class A Common Stock” or “Class A Common Stock” means Class A common stock of CF VI, par value $0.0001 per share.

“CF VI Class B Common Stock” means Class B common stock of CF VI, par value $0.0001 per share.

“CF VI Common Stock” means, collectively, the CF VI Class A Common Stock and the CF VI Class B Common Stock.

“CF VI Governing Documents” means, collectively, the CF VI Charter and CF VI Bylaws.

“CF VI Placement Shares” means the shares of CF VI Class A Common Stock underlying the CF VI Placement Units.

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“CF VI Placement Units” means the CF VI Units issued to the Sponsor in the CF VI Private Placement.

“CF VI Placement Warrants” means the CF VI Warrants underlying the CF VI Placement Units.

“CF VI Private Placement” means the private placement that closed concurrently with the closing of the IPO, on February 23, 2021, pursuant to which CF VI issued and sold to the Sponsor 700,000 CF VI Placement Units, at a purchase price of $10.00 per CF VI Placement Unit, generating gross proceeds of $7.0 million.

“CF VI Private Warrants” means the CF VI Placement Warrants and the Warrants to be issued and sold pursuant to the Forward Purchase Contract.

“CF VI Public Shares” means the shares of CF VI Class A Common Stock sold as part of the CF VI Units in the IPO.

“CF VI Public Warrants” means the CF VI Warrants sold as part of the CF VI Units in the IPO.

“CF VI Share Redemption” means the election of an eligible (as determined in accordance with the CF VI Charter) holder of shares of CF VI Class A Common Stock to redeem all or a portion of the shares of CF VI Class A Common Stock held by such holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit in the Trust Account (including any interest earned on the funds held in the Trust Account, but net of taxes payable and up to $100,000 to pay dissolution expenses) (as determined in accordance with the CF VI Governing Documents) in connection with the Proposals.

“CF VI Stockholders” means any holder of any shares of CF VI Capital Stock.

“CF VI Transaction Expenses” means any out-of-pocket fees and expenses paid or payable by CF VI or Sponsor as a result of or in connection with the negotiation, documentation and consummation of the Business Combination, including (A) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (B) transfer taxes, and (C) any and all filing fees paid to any governmental authority in connection with the Business Combination, but excluding, for purposes of calculating the CF VI Transaction Expenses Cap, (i) fees and expenses set forth in clauses (B) and (C), (ii) any fees and expenses incurred in connection with an extraordinary event not contemplated in estimating the CF VI Transaction Expenses for a standard business combination of the type contemplated by the Business Combination Agreement, and (iii) any fees and expenses paid or payable by CF VI or the Sponsor but incurred for the benefit of Rumble, as further described in the Business Combination Agreement.

“CF VI Transaction Expenses Cap” means $30.0 million.

“CF VI Units” means units of CF VI, each unit comprising one share of CF VI Class A Common Stock and one-quarter of one CF VI Warrant.

“CF VI Warrants” or “Warrants” means warrants to purchase shares of CF VI Class A Common Stock.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the Business Combination is consummated.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Entity Bylaws” means the amended and restated bylaws of the Combined Entity.

“Cosmic” means Cosmic Inc. and Kosmik Development Skopje doo (also referred to as Cosmic Development), collectively.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, workplace safety or similar applicable law promulgated by any governmental authority, including the Centers for Disease Control and Prevention, Health Canada and the World Health Organization, in each case, in connection with or in response to COVID-19, including the CARES Act and Families First Act.

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“Dissenting Shares” means all Rumble Shares that are outstanding immediately prior to the Arrangement Effective Time and that are held by Rumble Shareholders who have not voted in favor of the Arrangement nor consented thereto in writing and who have given a notice of election to dissent pursuant to section 185 of the OBCA and otherwise complied with all of the provisions of the OBCA relevant to the exercise and perfection of dissenters’ rights with respect to such Rumble Shares.

“Electing Shareholders” means a Rumble Shareholder that is (a) a resident of Canada for purposes of the Tax Act and not exempt from tax under Part I of the Tax Act; or (b) a partnership, any member of which is a resident of Canada for purposes of the Tax Act and not exempt from tax under Part I of the Tax Act, and who has duly elected, in accordance with the Plan of Arrangement, to receive ExchangeCo Exchangeable Shares in exchange for his, her or its Rumble Shares pursuant to the Plan of Arrangement.

“Escrow Portion” means the quotient of (a) 105,000,000 divided by (b) the Arrangement Consideration divided by $10.00.

“Exchange Agreement” means the exchange and support agreement to be entered into pursuant to the Plan of Arrangement among CF VI, ExchangeCo, CallCo and the persons who hold ExchangeCo Shares.

“ExchangeCo” means 1000045728 Ontario Inc., a corporation formed by CF VI under the laws of the Province of Ontario, Canada and an indirect subsidiary of CF VI.

“ExchangeCo Exchangeable Shares” means exchangeable shares of ExchangeCo, ‎exchangeable for shares of Class A Common Stock pursuant to the terms of the Exchange ‎Agreement, the ExchangeCo governing documents and CF VI Governing Documents.

“ExchangeCo Shares” means, collectively, the common shares of ExchangeCo and the ExchangeCo Exchangeable Shares.

“Exchanged Rumble Option” means an option to purchase (1) a Base Option Share and (2) the related Tandem Option Earnout Shares.

“Final Order” means the final order of the Ontario Superior Court of Justice (Commercial List) (the “Court”) pursuant to section 182 of the OBCA, approving the Arrangement, as such order may be amended by the Court with the consent of CF VI and Rumble, or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended, on appeal, provided that any such amendment is reasonably acceptable to each of CF VI and Rumble.

“Forward Purchase Contract” means the Forward Purchase Contract, dated as of February 18, 2021, by and between Sponsor and CF VI.

“Forward Purchase Investment” means the investment pursuant to the Forward Purchase Contract pursuant to which the Sponsor has agreed to purchase the Forward Purchase Securities for an aggregate purchase price of $15.0 million.

“Forward Purchase Securities” means (a) 1,875,000 shares of Class A Common Stock (the “Forward Purchase Shares”) and (b) 375,000 Warrants (the “Forward Purchase Warrants”) being purchased pursuant to the Forward Purchase Contract.

“Founder Shares” means the 7,500,000 shares of CF VI Class B Common Stock owned by the Sponsor and the two independent directors of CF VI that own shares of CF VI Class B Common Stock (including any shares of Class A Common Stock issued upon conversion of such shares).

“Fully-Diluted Rumble Shares” means the total number of issued and outstanding Rumble Shares as of immediately prior to the Arrangement Effective Time determined on a fully-diluted basis (a) assuming exercise of all outstanding Rumble Options, whether vested or unvested, (b) assuming exercise of the Rumble Warrant and (c) treating Rumble Class A Preferred Shares on an as-converted to Rumble Class A Common Shares basis.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

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“Interim Order” means the interim order of the Court as set forth in the Business Combination Agreement and made pursuant to 182 of the OBCA, providing for, among other things, the calling and holding of the Rumble Shareholders Meeting, as the same may be amended by the Court with the consent of Rumble and CF VI, such consent not to be unreasonably withheld, conditioned or delayed.

“IPO” means CF VI’s initial public offering of CF VI Units, which was consummated on February 23, 2021.

“JOBS Act” means Jumpstart Our Business Startups Act of 2012.

“Key Rumble Shareholder” means the key shareholders of Rumble, listed in the disclosure schedules to the Business Combination Agreement.

“Minimum Cash Amount” means $125,000,000.

“Non-Electing Shareholders” means a Rumble Shareholder who is not an Electing Shareholder.

“OBCA” means the Business Corporations Act (Ontario).

“Option Earnout Fraction” means the difference between (i) the Rumble Exchange Ratio divided by the Option Exchange Ratio minus (ii) 1.00.

“Option Exchange Ratio” means the exchange ratio used for the exchange of Rumble Options, calculated as follows: the quotient obtained by dividing (x) by (y), where:

(x) is the quotient, expressed as a dollar number, obtained by dividing (i) the sum of (a) $2,100,000,000 plus (b) the Rumble Closing Cash, plus (c) the Aggregate Exercise Price, by (ii) the Fully-Diluted Rumble Shares; and

(y) is $10.00.

“Other Holders of Founder Shares” means the two independent directors of CF VI that own shares of CF VI Class B Common Stock, who collectively own 20,000 Founder Shares.

“Permitted COVID-19 Measures” means any COVID-19 Measures (a) to the extent referring to actions prior to the date of the Business Combination Agreement, implemented by Rumble or CF VI prior to the date of the Business Combination Agreement and disclosed to the other party prior to the date of the Business Combination Agreement, if material, or (b) reasonably implemented by Rumble or CF VI following the date of the Business Combination Agreement in good faith and with respect to which, if material, such party provides at least one (1) business day’s prior written notice to the other party.

“Permitted Transferee” means: (A) with respect to any person, (i) any family member of such person, (ii) any affiliate of such person, (iii) any affiliate of any family member of such person, or (iv) if such person is a natural person, (a) by virtue of laws of descent and distribution upon death of such individual or (b) in accordance with a qualified domestic relations order; and (B) with respect to any Qualified Stockholder, (i) the persons referred to in clause (A) with respect to such Qualified Stockholder and (ii) any Qualified Transferee of such Qualified Stockholder.

“PIPE Investors” means those persons who are participating in the PIPE Investment pursuant to a PIPE Subscription Agreement entered into with CF VI as of the date of the Business Combination Agreement or following such date in accordance with the Business Combination Agreement.

“PIPE Investment” means a private investment in CF VI in the aggregate amount of $85,000,000 by the PIPE Investors purchasing, pursuant to subscription agreements (the “PIPE Subscription Agreements”), an aggregate of 8,500,000 shares of Class A Common Stock at a price per share equal to $10.00 (ten dollars) at the Closing together with the Forward Purchase Investment (and such offering of shares of Class A Common Stock, the “PIPE Offering”).

“Plan of Arrangement” means the Plan of Arrangement in substantially the form attached to the Business Combination Agreement, subject to any amendments or variations to such plan made in accordance with the terms thereof or made at the direction of the Court in the Final Order with the prior written consent of Rumble and CF VI, each acting reasonably.

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“Price per Rumble Share” means the quotient, expressed as a dollar number, obtained by dividing the Arrangement Consideration by the Fully-Diluted Rumble Shares.

“Qualified Class D Transferee” means (i) a person which Christopher Pavlovski owns and has control over 100% of the voting shares or (ii) a Permitted Transferee of Mr. Pavlovski for so long as Mr. Pavlovski retains sole voting power over the Class D Common Stock held by such Permitted Transferee.

“Qualified Stockholder” means Mr. Pavlovski or a Qualified Transferee of Mr. Pavlovski.

“Qualified Transfer” means any transfer of share of common stock: (i) by a Qualified Stockholder to one or more family members of such Qualified Stockholder or any Qualified Entity (as defined in the Combined Entity Charter) of such Qualified Stockholder; (ii) by a Qualified Entity of a Qualified Stockholder to such Qualified Stockholder or one or more family members of such Qualified Stockholder or any other Qualified Entity of such Qualified Stockholder; (iii) by a Qualified Stockholder to a 501(c) Organization or a Supporting Organization as well as any transfer by a 501(c) Organization to a Supporting Organization of which such 501(c) Organization (x) is a supported organization (within the meaning of Section 509(f)(3) of the Internal Revenue Code (or any successor provision thereto)), and (y) has the power to appoint a majority of the board of directors.

“Qualified Transferee” means a transferee of shares of common stock received in a transfer that constitutes a Qualified Transfer.

“Rumble Arrangement Resolution” means a special resolution of the holders of Rumble Class A Common Shares and Rumble Class A Preferred Shares, voting as a single class on an as-converted to Rumble Class A Common Shares basis, in respect of the Arrangement to be considered at the Rumble Shareholders Meeting.

“Rumble Articles” means the articles of incorporation of Rumble, dated September 18, 2013, as amended pursuant to articles of amendment dated September 4, 2020, April 9, 2021, May 14, 2021, and October 25, 2021, as further amended and/or restated from time to time.

“Rumble Board” means the board of the directors of Rumble.

“Rumble Bylaws” means the amended and restated bylaws of Rumble adopted on May 14, 2021, as further amended or restated from time to time.

“Rumble Class A Common Shares” means the Class A Common Shares in the capital of Rumble.

“Rumble Class A Preferred Shares” means the Class A Preferred Shares in the capital of Rumble.

“Rumble Class B Common Shares” means the Class B Common Shares in the capital of Rumble.

“Rumble Closing Cash” means (a) all Cash and Cash Equivalents of the Rumble Companies as of 12:01 a.m. (Eastern Time) on the Closing Date less (b) any indebtedness for borrowed money incurred by the Rumble Companies that has not been repaid as of the Closing and in each case as determined in accordance with GAAP; provided, that for purposes of the definition of Arrangement Consideration, in no event will the Rumble Closing Cash be less than $0.

“Rumble Exchange Ratio” means the quotient obtained by dividing the Price per Rumble Share by $10.00 (ten dollars).

“Rumble Options” means the options granted under the Rumble Stock Plan to purchase Rumble Class A Common Shares or Rumble Class B Common Shares.

“Rumble Required Approval” means, unless varied by the Interim Order, approval by the affirmative vote of the holders of (a) at least a majority of the Rumble Class A Common Shares and Rumble Class A Preferred Shares, present in person or represented by proxy and entitled to vote at the Rumble Shareholders Meeting, voting as a single class on an as-converted to Rumble Class A Common Shares basis, and (b) at least 66 2/3% of the votes cast at the Rumble Shareholders Meeting by the holders of the Rumble Class A Common Shares and Rumble Class A Preferred Shares, present in person or represented by proxy and entitled to vote at the Rumble Shareholders Meeting, voting as a single class on an as-converted to Rumble Class A Common Shares basis, pursuant to the terms and subject to the conditions of the Plan of Arrangement, applicable law and the Rumble Articles and Rumble Bylaws.

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“Rumble Securities” means, collectively, the Rumble Shares, Rumble Options and the Rumble Warrant.

“Rumble Shareholder” means any holder of any Rumble Shares.

“Rumble Shareholders Meeting” means the meeting of the Rumble Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Business Combination Agreement, that is to be convened as provided by the Interim Order to consider, and if deemed advisable approve, the Rumble Arrangement Resolution.

“Rumble Shares” means, collectively, the Rumble Class A Preferred Shares, the Rumble Class A Common Shares and the Rumble Class B Common Shares.

“Rumble Stock Plan” means the Amended and Restated Stock Option Plan of Rumble, as approved by the Rumble Board on October 21, 2021, as further amended and/or restated from time to time.

“Rumble Transaction Expenses” means any out-of-pocket fees and expenses payable by the Rumble Companies (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers; (b) any change in control bonus, transaction bonus, retention bonus, termination or severance payment or payment relating to terminated options, warrants or other equity appreciation, phantom equity, profit participation or similar rights, in any case, to be made to any current or former employee, independent contractor, director or officer of any of the Rumble Companies at or after the Closing pursuant to any agreement to which any of the Rumble Companies is a party prior to the Closing which become payable (including if subject to continued employment) as a result of the execution of the Business Combination Agreement or the consummation of the Transactions; and (c) any and all filing fees paid to governmental authorities in connection with the Transactions.

“Rumble Warrant” means the outstanding and unexercised warrant to purchase certain Rumble Class B Common Shares, dated as of May 12, 2021 and effective as of May 11, 2021, by and between Rumble and the warrant holder party thereto, as such warrant is modified and supplemented pursuant to that certain letter agreement, dated as of May 12, 2021, by and among Rumble, the warrant holder party thereto, and the stockholders of Rumble party thereto.

“Sponsor” means CFAC Holdings VI, LLC, a Delaware limited liability company.

“Sponsor Related Parties” means the Sponsor, and certain officers and employees of Cantor and its affiliates (and family members of such persons) who are participating in the PIPE Investment.

“Supporting Organization” means an entity that is exempt from taxation under Section 501(c)(3) or Section 501(c)(4) and described in Section 509(a)(3) of the Internal Revenue Code (or any successor provision thereto).

“Tandem Option Earnout Share” means for each Base Option Share, a fraction of a share of Class A Common Stock, equal to the difference between (A) the Rumble Exchange Ratio divided by the Option Exchange Ratio minus (B) 1.00.

“Tax Act” means the Income Tax Act (Canada).

“Trading Market” means the national stock exchange on which the shares of Class A Common Stock are listed for trading, which will be either Nasdaq or NYSE.

“Transactions” means, collectively, the Arrangement and the other transactions contemplated by the Business Combination Agreement, the Plan of Arrangement or any of the ancillary agreements.

“Transmittal Documents” means all letters of transmittal sent to Rumble Shareholders pursuant to Section 2.11(a) of the Business Combination Agreement, and such other documents as may be reasonably requested by CF VI or the person appointed by CF VI to act as the depositary and exchange agent, in connection therewith.

“Trust Account” means the trust account of CF VI for the benefit of CF VI’s public stockholders.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of CF VI and Rumble. These statements are based on the beliefs and assumptions of the management of CF VI and Rumble. Although CF VI and Rumble believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither CF VI nor Rumble can assure you that either 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 “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “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. Forward-looking statements in this proxy statement/prospectus include, but are not limited to, statements about:

•        the benefits from the Business Combination;

•        CF VI’s ability to consummate the Business Combination or, if CF VI does not complete the Business Combination, any other initial business combination;

•        any satisfaction or waiver (if applicable) of the conditions to the Business Combination including, among other things: the satisfaction or waiver of certain customary closing conditions, including, among others, the existence of no material adverse effect at CF VI or Rumble, the receipt of the Interim Order and the Final Order, and the receipt of certain stockholder approvals contemplated by this proxy statement/prospectus;

•        the occurrence of any other event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

•        the ability to maintain the listing of the Class A Common Stock on Nasdaq following the Business Combination;

•        the Combined Entity’s future financial performance following the Business Combination, including any expansion plans and opportunities;

•        the Combined Entity’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination or any other initial business combination;

•        changes in the Combined Entity’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans;

•        the implementation, market acceptance and success of the Combined Entity’s business model;

•        the Combined Entity’s ability to scale in a cost-effective manner;

•        CF VI’s officers and directors allocating their time to other businesses and potentially having conflicts of interest with CF VI’s business or in approving the Business Combination;

•        CF VI’s public securities’ potential liquidity and trading;

•        the ability of CF VI and Rumble to consummate the PIPE Investment or raise additional financing concurrently with the consummation of the Business Combination or otherwise in the future; and

•        the use of proceeds not held in the Trust Account or available to CF VI from interest income on the Trust Account balance.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of

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any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that CF VI or Rumble “believes,” and similar statements reflect only such party’s beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either CF VI or Rumble has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause CF VI’s actual results to differ include:

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination;

•        the outcome of any legal proceedings that may be instituted against CF VI, Rumble or others following announcement of the Business Combination and the transactions contemplated thereby;

•        the inability to complete the transactions contemplated by the Business Combination due to the failure to obtain approval of the stockholders of CF VI or Rumble or other conditions to closing in the Business Combination Agreement;

•        the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the Business Combination;

•        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the ability of the Combined Entity to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees;

•        costs related to the proposed Business Combination;

•        the possibility that CF VI or Rumble may be adversely impacted by other economic, business, and/or competitive factors;

•        the significant uncertainty created by the COVID-19 pandemic;

•        Rumble’s limited operating history makes it difficult to evaluate its business and prospects;

•        Rumble’s recent and rapid growth may not be indicative of future performance;

•        Rumble may not continue to grow or maintain its active user base, and may not be able to achieve or maintain profitability;

•        Rumble collects, stores, and processes large amounts of user video content and personal information of its users and subscribers. If Rumble’s security measures are breached, its sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing its content or using its services, its business and operating results could be harmed, and it could face legal claims from users and subscribers;

•        Rumble may fail to comply with applicable privacy laws;

•        Rumble is subject to cybersecurity risks and interruptions or failures in Rumble’s information technology systems and as it grows and gains recognition, it will likely need to expend additional resources to enhance Rumble’s protection from such risks. Notwithstanding Rumble’s efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss;

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•        Rumble may be found to have infringed on the intellectual property of others, which could expose Rumble to substantial losses or restrict its operations;

•        Rumble 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;

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

•        Rumble’s 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 it does not control;

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

•        Rumble faces significant market competition, and if Rumble is unable to compete effectively with its competitors for traffic and advertising spend, its business and operating results could be harmed;

•        changes to Rumble’s existing content and services could fail to attract traffic and advertisers or fail to generate revenue;

•        Rumble depends on third-party vendors, including Internet service providers, advertising networks, and data centers, to provide core services;

•        hosting and delivery costs may increase unexpectedly;

•        changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities may adversely impact Rumble’s financial results;

•        compliance obligations imposed by new privacy laws, laws regulating social media platforms and online speech in the U.S. and Canada, or industry practices may adversely affect Rumble’s business;

•        the novel coronavirus that causes the disease known as COVID-19 has caused a global health crisis that has caused significant economic and social disruption, and its impact on Rumble’s business is uncertain; and

•        other risks and uncertainties indicated in this proxy statement/prospectus, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC by CF VI.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting of CF VI Stockholders. The following questions and answers do not include all the information that is important to CF VI Stockholders. We urge the CF VI Stockholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q:     Why am I receiving this proxy statement/prospectus?

A:     CF VI and Rumble have agreed to the Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. The Business Combination Agreement provides that upon the Arrangement Effective Time, among other things:

•        for each Rumble Share held by an Electing Rumble Shareholder, the Electing Rumble Shareholder will receive a number of ExchangeCo Exchangeable Shares equal to the Rumble Exchange Ratio, and will concurrently subscribe, for nominal value, for a corresponding number of shares of Class C Common Stock;

•        for each Rumble Share held by a Non-Electing Shareholder, the Non-Electing Shareholder will receive a number of shares of Class A Common Stock equal to the Rumble Exchange Ratio;

•        all outstanding Rumble Options will be exchanged for options to purchase a number of shares of Class A Common Stock;

•        the Rumble Warrant will be exchanged for a number of shares of Class A Common Stock equal to the product (rounded down to the nearest whole number) of the number of Rumble Shares subject to the Rumble Warrant and the Rumble Exchange Ratio; and

•        for an aggregate purchase price of $1.0 million, pursuant to a subscription agreement to be entered into between Mr. Pavlovski and CF VI, the Combined Entity will issue and sell to Mr. Pavlovski a fixed number of shares of Class D Common Stock having a certain number of “super-voting” rights per share (such number of votes per share to be determined after expiry of the redemption deadline (i.e., two business days before the Special Meeting), based on the number of shares being redeemed) such that, after taking into account the shares of Class A Common Stock (if any) and Class C Common Stock to be issued to Mr. Pavlovski at Closing, upon Closing, Mr. Pavlovski will have 85% of the voting power of the Combined Entity on a fully-diluted basis. Such shares of Class D Common Stock to be issued to Mr. Pavlovski will be the only issued and outstanding shares of Class D Common Stock.

Upon consummation of the Business Combination, each share of Class A Common Stock (of CF VI) that is outstanding and not subject to redemption will continue to be one share of Class A Common Stock (of the Combined Entity), and each share of CF VI Class B Common Stock that is outstanding will be exchanged for one share of Class A Common Stock of the Combined Entity.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting, along with important information about CF VI, Rumble, and the business of the Combined Entity and its subsidiaries following consummation of the Business Combination. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q:     What proposals are CF VI Stockholders being asked to vote upon?

A:     At the Special Meeting, CF VI is asking holders of CF VI Common Stock to consider and vote upon the following proposals:

•        The Business Combination Proposal — To approve and adopt the Business Combination Agreement, by and between CF VI and Rumble, and approve the transactions contemplated thereby. Copies of the Business Combination Agreement and certain other agreements to be entered into pursuant to the Business Combination Agreement are attached to this proxy statement/prospectus as Annexes A, E, G and H. See the section entitled “The Business Combination Proposal.”

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•        The Director Election Proposal — To consider and vote upon a proposal to elect six directors to serve on the Combined Entity Board following the Business Combination, to serve until the next annual meeting of stockholders following the date of this proxy statement/prospectus and until their respective successors are duly elected and qualified. See the section entitled the “Director Election Proposal.”

•        The Nasdaq Proposals — To approve separate proposals, for purposes of complying with the Nasdaq Listing Rule, the issuance of (i) up to 63,245,836 shares of Class A Common Stock, 168,956,526 shares of Class C Common Stock and 106,428,676 shares of Class D Common Stock, in each case pursuant to the Business Combination Agreement, and up to an additional 168,956,526 shares of Class A Common Stock issuable upon conversion of the ExchangeCo Exchangeable Shares issued pursuant to the Business Combination Agreement, and (ii) up to 8,500,000 shares of Class A Common Stock pursuant to the PIPE Investment. See the section entitled “The Nasdaq Proposals.”

•        The Stock Incentive Plan Proposal — To approve and adopt the Stock Incentive Plan Proposal, a copy of which is attached to this proxy statement/prospectus as Annex D.

•        The Charter Amendment Proposals — To consider and vote upon separate proposals to approve certain material differences between the CF VI Charter and the Combined Entity Charter that will be in effect upon the closing of the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex B. See the section entitled “The Charter Amendment Proposals.”

•        The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates if it is determined by CF VI that additional time is necessary or appropriate to complete the Business Combination or for any other reason.

CF VI will hold the Special Meeting of CF VI Stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. CF VI Stockholders should read it carefully.

The vote of CF VI Stockholders is important. CF VI Stockholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     What are the material differences, if any, in the terms and price of securities issued at the time of the IPO as compared to the securities that will be issued as part of the PIPE Investment at the Closing? Will Sponsor or any of its directors, officers or affiliates participate in the PIPE Investment?

A:     CF VI issued the CF VI Units in the IPO at an offering price of $10.00 per CF VI Unit, with each CF VI Unit consisting of one share of CF VI Class A Common Stock and one-fourth of one CF VI Warrant. In connection with the Closing, the PIPE Investors will purchase Class A Common Stock at $10.00 per share as part of the PIPE Investment and will therefore hold the same security as the holders of CF VI Class A Common Stock immediately after the Business Combination.

The Sponsor has agreed to invest $7.59 million in the PIPE Investment on the same terms as the other PIPE Investors, and a number of officers and employees of Cantor and its affiliates (and family members of such persons) have agreed to invest approximately $15.68 million in the PIPE Investment, also on the same terms as the other PIPE Investors. Upon closing of the IPO, the Sponsor entered into the Forward Purchase Contract pursuant to which the Sponsor will invest an additional $15.0 million in exchange for 1,875,000 shares of Class A Common Stock and 375,000 Warrants, which (assuming a $10.00 share price and a warrant price of $0.99, which was the closing price of a CF VI Warrant on the day prior to announcement of the Business Combination) would represent a discount of approximately 21.5% to the price being paid by the PIPE Investors for the PIPE Shares being issued. No other director, officer or affiliate of CF VI will participate in the PIPE Investment.

Q:     How many votes per share is each class of the Combined Entity’s Common Stock entitled?

A:     Except as otherwise set forth in the Combined Entity Charter, upon the Closing voting for each class of the Combined Entity’s Common Stock is as follows:

•        each holder of record of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders are generally entitled to vote;

•        each holder of record of Class C Common Stock is entitled to one vote for each share of Class C Common Stock held of record by such holder on all matters on which stockholders are generally entitled to vote; and

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•        each holder of record of Class D Common Stock is entitled to a number of votes per share of Class D Common Stock held of record by such holder on all matters on which stockholders are generally entitled to vote (such number of votes per share which, when combined with the number of shares of Class A Common Stock and Class C Common Stock issued to Mr. Pavlovski at Closing, will result in Mr. Pavlovski holding 85% of the voting power of the Combined Entity on a fully-diluted basis). For illustrative purposes, based on the “no redemptions,” “intermediate redemptions” and “maximum redemptions” scenarios described under the question entitled “What equity stake will holders of CF VI Public Shares, holders of Rumble Shares, the Sponsor Related Parties and Other Holders of Founder Shares, and the PIPE Investors hold in the Combined Entity upon completion of the Business Combination?”, it is anticipated that each share of Class D Common Stock would be entitled to 11.250, 10.518 and 9.786 votes per share, respectively.

Q:     What are the risks associated with the “high vote”, multiple class share structure?

A:     As the beneficial owner of all of the shares of “high vote” Class D Common Stock of the Combined Entity upon the closing of the Business Combination, Chris Pavlovski, who will become the CEO of the Combined Entity upon the closing of the Business Combination, will initially be able to exercise voting rights with respect to 85% of the voting power of the Combined Entity’s outstanding capital stock. This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of the Combined Entity’s assets that the Combined Entity’s other stockholders support, or conversely this concentrated control could result in the consummation of such a transaction that the Combined Entity’s other stockholders do not support. See “Risk Factors” for a more detailed discussion of these risks.

The share class structure of the Combined Entity is unique in that the number of votes per share of Class D Common Stock will be determined after expiry of the redemption deadline (i.e., two business days before the Special Meeting), based on the number of shares being redeemed to ensure that Mr. Pavlovski has 85% of the voting power of the Combined Entity on a fully diluted basis immediately after the Closing. This means that the fewer the number of redemptions, the higher number of votes per share will be assigned to a share of Class D Common Stock. Because Mr. Pavlovski is required to forfeit (via redemption) a corresponding number of shares of Class D Common Stock upon any transfer of shares of Class A Common Stock or ExchangeCo Exchangeable Shares held by Mr. Pavlovski (other than certain “permitted transfers” or transfers in connection with the repurchase under the Share Repurchase Agreement), the higher the number of votes per share assigned to the Class D Common Stock, the greater the number of votes Mr. Pavlovski will forfeit upon third party transfers of Class A Common Stock or ExchangeCo Exchangeable Shares following the Closing. See “Summary of the Proxy Statement/Prospectus — Transaction Agreements — Business Combination Agreement” for further information and illustrative examples.

The “high vote” Class D share structure may allow Mr. Pavlovski to continue to control or effectively control the voting of the Combined Entity, even if he holds only a small economic interest. Consequently, in the event Mr. Pavlovski liquidates a significant portion of his economic interest in the Combined Entity following the Closing, Mr. Pavlovski may no longer be incentivized (or incentivized to the same extent) to exercise his voting control in a manner that will maximize the economic value of the Combined Entity.

Q:     What is the treatment of the Rumble Options in connection with the Business Combination?

A:     Each Rumble Option, whether vested or unvested, will cease to represent an option to purchase Rumble Shares and will be exchanged for an Exchanged Rumble Option based on the Option Exchange Ratio. Each Exchanged Rumble Option will entitle the holder to purchase one Base Option Share, together with a fraction of a Tandem Option Earnout Share equal to the Option Earnout Fraction. The aggregate exercise price per Base Option Share together with the related fraction of the Tandem Option Earnout Share (the “Exercise Price”) will be equal to (A) the exercise price per Rumble Share of the Rumble Option immediately prior to the Arrangement Effective Time, divided by (B) the Option Exchange Ratio (rounded up to the nearest whole cent). Following the Arrangement Effective Time, upon exercise of any Exchanged Rumble Option by delivery of the Exercise Price, the holder thereof will receive one Base Option Share and, provided the Tandem Option Earnout Shares have not been forfeited, the related fraction of a Tandem Option Earnout Share, in each case in the form of Class A Common Stock; provided, that no fractional shares of Class A Common Stock will be

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issued upon exercise or settlement of any Exchanged Rumble Options and the number of shares of Class A Common Stock issued upon exercise of Exchanged Rumble Options will be rounded down to the next lowest whole number, with all exercises that are effectuated by the holder of Exchanged Rumble Options at any one time being aggregated before any such reduction is effectuated. Tandem Option Earnout Shares will be treated substantially the same as the Forfeiture Escrow Shares and will, from and after the date such Tandem Option Earnout Shares are delivered to the escrow agent upon exercise of any Exchanged Rumble Option, be subject to the same treatment (including, without limiting the generality of the foregoing, with respect to any dividends, voting rights, release and/or forfeiture) as if such Tandem Option Earnout Shares were Forfeiture Escrow Shares.

Q:     What are the material terms of the Forfeiture Escrow Shares and Tandem Option Earnout Shares?

A:     At Closing, the Escrow Portion of the aggregate shares of Class A Common Stock, shares of Class C Common Stock and ExchangeCo Exchangeable Shares issued in connection with the Arrangement to the Rumble Shareholders in exchange for their Rumble Shares will be set aside in escrow accounts (the “Forfeiture Escrow Accounts,” and the shares in the Forfeiture Escrow Accounts, the “Forfeiture Escrow Shares”). The Forfeiture Escrow Shares will be held in escrow for five years after the Closing (such period, the “Escrow Period”), at which time, if not earned and released to the Rumble Shareholders in accordance with the terms of the Business Combination Agreement, such Forfeiture Escrow Shares will be released to the Combined Entity for cancellation. The Forfeiture Escrow Shares will be earned and released to the Rumble Shareholders upon the closing price of the Class A Common Stock equaling or exceeding targets of $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 during the Escrow Period (the “Earnout Terms”). In addition, the Forfeiture Escrow Shares are subject to early vesting in the event of a change of control transaction during the Escrow Period involving payments per share (including the Forfeiture Escrow Shares vested) exceeding the same target levels set forth above (i.e., if the change of control payments are over $15.00, then 50% of the Forfeiture Escrow Shares will be earned and released and if the change of control payments are over $17.50, then all of the Forfeiture Escrow Shares will be earned and released).

Subject to payment of the applicable exercise price of Exchanged Rumble Options, the holders thereof will receive corresponding Tandem Option Earnout Shares as summarized above, which will be treated substantially the same as the Forfeiture Escrow Shares and will, from and after the date such Tandem Option Earnout Shares are delivered to the escrow agent upon exercise of any Exchanged Rumble Option, be subject to the same treatment (including, without limiting the generality of the foregoing, with respect to any dividends, voting rights, release and/or forfeiture) as if such Tandem Option Earnout Shares were Forfeiture Escrow Shares.

Q:     What equity stake will holders of CF VI Public Shares, holders of Rumble Shares, the Sponsor Related Parties and Other Holders of Founder Shares, and the PIPE Investors hold in the Combined Entity upon completion of the Business Combination?

A:     The following table sets forth the anticipated ownership of the Combined Entity upon the Closing of the Business Combination assuming a share price of $10.00 per share, $15.00 per share and $17.50 per share, in each case assuming no redemptions, intermediate redemptions, and maximum redemptions (as each such scenario is described below). The ownership percentages reflected in the table are based upon the number of Rumble Shares and shares of CF VI Common Stock issued and outstanding as of March 31, 2022 (and assumes a March 31, 2022 Closing Date), and are subject to the following additional assumptions:

•        all Rumble Options have been exercised in full for all Base Option Shares (but not Tandem Earnout Option Shares) and the Rumble Warrant has been exercised in full;

•        all ExchangeCo Exchangeable Shares have converted into shares of Class A Common Stock;

•        all of the PIPE Investors have funded their commitments; and

•        no issuance of additional securities by CF VI prior to Closing.

The table also includes the one-time grant of 1.1 million restricted shares of Class A Common Stock to be issued to Mr. Pavlovski upon the Closing of the Business Combination.

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For purposes of the table:

No Redemptions:    This scenario assumes that no CF VI Stockholders exercise redemption rights in connection with the approval of the Business Combination with respect to their CF VI Public Shares (and accordingly, a maximum of 1,963,750 shares of CF VI Class B Common Stock held by the Sponsor will be subject to forfeiture and cancellation based on the earnout in the Sponsor Support Agreement).

Intermediate Redemptions:    This scenario assumes that CF VI Stockholders exercise redemption rights with respect to approximately 13,750,000 CF VI Public Shares (approximately 46% of the issued, outstanding and unredeemed CF VI Public Shares, or 50% of the shares that can be redeemed under the maximum redemption scenario) in connection with the approval of the Business Combination, at a price of $10.00 per share (and accordingly, a maximum of 2,723,169 shares of CF VI Class B Common Stock held by the Sponsor will be subject to forfeiture and cancellation based on the terms set forth in the Sponsor Support Agreement).

Maximum Redemptions:    This scenario assumes that CF VI Stockholders exercise redemption rights with respect to 27,500,000 CF VI Public Shares (approximately 92% of the issued, outstanding and unredeemed CF VI Public Shares) in connection with the approval of the Business Combination, at a price of $10.00 per share (and accordingly, a maximum of 3,482,588 shares of CF VI Class B Common Stock held by the Sponsor will be subject to forfeiture and cancellation based on the terms set forth in the Sponsor Support Agreement). This maximum redemption scenario reflects the maximum number of shares of CF VI Class A Common Stock that may be redeemed and still allow CF VI to meet the Minimum Cash Amount.

$10.00 per share:    This scenario assumes no vesting of the Forfeiture Escrow Shares or the Sponsor’s shares subject to forfeiture and cancellation under the Sponsor Support Agreement (and accordingly, the corresponding cancellation of any such shares).

$15.00 per share:    This scenario assumes vesting of 50% of the Forfeiture Escrow Shares and the Sponsor’s shares subject to forfeiture and cancellation under the Sponsor Support Agreement (which such vesting will occur if the closing price of a share of Class A Common Stock exceeds $15.00 for any 20 trading days within any 30 trading-day period during the 5 years after the Closing and, for a portion of the Sponsor’s shares, if certain other provisions are satisfied) and exercise of all of the CF VI Warrants.

$17.50 per share:    This scenario assumes vesting of all of the Forfeiture Escrow Shares and the Sponsor’s shares subject to forfeiture and cancellation under the Sponsor Support Agreement (which such vesting will occur if the closing price of a share of Class A Common Stock exceeds $15.00 and $17.50 for any 20 trading days within any 30 trading-day period during the 5 years after the Closing for a portion of the Sponsor’s shares, if certain other provisions are satisfied), and exercise of all of the CF VI Warrants.

If any of these assumptions are not correct, these percentages will be different.

 

$10.00 per share(3)

  

$15.00 per share(4)

  

$17.50 per share(5)
   

No
redemptions

  

Intermediate
redemptions

  

Max
redemptions

  

No
redemptions

  

Intermediate
redemptions

  

Max
redemptions

  

No
redemptions

  

Intermediate
redemptions

  

Max
redemptions

Shares

    

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

CF VI Public Shares

  

30,000,000

 

  

16,250,000

 

  

2,500,000

 

  

30,000,000

 

  

16,250,000

 

  

2,500,000

 

  

30,000,000

 

  

16,250,000

 

  

2,500,000

 

Sponsor Related Parties and Other Holders of Founder Shares(1)

  

10,437,750

 

  

9,678,331

 

  

8,918,912

 

  

11,969,625

 

  

11,589,916

 

  

11,210,206

 

  

12,951,500

 

  

12,951,500

 

  

12,951,500

 

PIPE Investors(2)

  

6,173,500

 

  

6,173,500

 

  

6,173,500

 

  

6,173,500

 

  

6,173,500

 

  

6,173,500

 

  

6,173,500

 

  

6,173,500

 

  

6,173,500

 

Rumble Shareholders

  

215,595,168

 

  

215,595,168

 

  

215,595,168

 

  

268,095,168

 

  

268,095,168

 

  

268,095,168

 

  

320,595,168

 

  

320,595,168

 

  

320,595,168

 

Holders of CF VI Public Warrants

  

—

 

  

—

 

  

—

 

  

7,500,000

 

  

7,500,000

 

  

7,500,000

 

  

7,500,000

 

  

7,500,000

 

  

7,500,000

 
   

262,206,418

 

  

247,696,999

 

  

233,187,580

 

  

323,738,293

 

  

309,608,583

 

  

295,478,874

 

  

377,220,168

 

  

363,470,168

 

  

349,720,168

 
     

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

Ownership

    

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

CF VI Public Shares

  

11.4

%

  

6.6

%

  

1.1

%

  

9.3

%

  

5.2

%

  

0.8

%

  

8.0

%

  

4.5

%

  

0.7

%

Sponsor Related Parties and Other Holders of Founder Shares(1)

  

4.0

%

  

3.9

%

  

3.8

%

  

3.7

%

  

3.7

%

  

3.8

%

  

3.4

%

  

3.6

%

  

3.7

%

PIPE Investors(2)

  

2.4

%

  

2.5

%

  

2.6

%

  

1.9

%

  

2.0

%

  

2.1

%

  

1.6

%

  

1.7

%

  

1.8

%

Rumble Shareholders

  

82.2

%

  

87.0

%

  

92.5

%

  

82.8

%

  

86.6

%

  

90.7

%

  

85.0

%

  

88.2

%

  

91.7

%

Holders of CF VI Public Warrants

  

0.0

%

  

0.0

%

  

0.0

%

  

2.3

%

  

2.4

%

  

2.5

%

  

2.0

%

  

2.1

%

  

2.1

%
   

100.0

%

  

100.0

%

  

100.0

%

  

100.0

%

  

100.0

%

  

100.0

%

  

100.0

%

  

100.0

%

  

100.0

%

__________

(1)      Sponsor Related Parties consist of the Sponsor and officers and employees of Cantor and its affiliates (and family members of such persons), and Other Holders of Founder Shares consist of two of the independent directors of CF VI. Includes 759,000

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PIPE Shares being issued and sold to the Sponsor, 1,567,500 PIPE Shares being issued and sold to officers and employees of Cantor and its affiliates (and family members of such persons), the Founder Shares held by the two CF VI independent directors that own Founder Shares and, to the extent applicable, the shares of CF VI Common Stock issuable upon exercise of the CF VI Placement Warrants and the Warrants being issued and sold pursuant to the Forward Purchase Contract.

(2)      Excludes 759,000 PIPE Shares being issued and sold to the Sponsor and 1,567,500 PIPE Shares being issued and sold to officers and employees of Cantor and its affiliates (and family members of such persons), which such shares are reflected in the “Sponsor Related Parties and Other Holders of Founder Shares” row above.

(3)      With respect to the Rumble Shareholders, excludes 76,410,222 Forfeiture Escrow Shares and 28,589,778 Tandem Option Earnout Shares (because, at a $10.00 share price, such shares will not vest under the applicable earnout thresholds). Includes 58,703,028 Base Option Shares issued upon the exercise in full of all Rumble Options (because, at a $10.00 share price, such options are all in-the-money).

(4)      With respect to the Rumble Shareholders, excludes 38,205,111 Forfeiture Escrow Shares and 14,294,889 Tandem Option Earnout Shares (because, at a $15.00 share price, 50% of such shares would vest under the applicable earnout thresholds, subject to the provisions described in the section entitled “The Business Combination Proposal — The Business Combination Agreement — Forfeiture or Earnout of Forfeiture Escrow Shares and Tandem Option Earnout Shares”). Includes 58,703,028 Base Option Shares issued upon the exercise in full of all Rumble Options (because, at a $15.00 share price, such options are all in-the-money).

(5)      With respect to the Rumble Shareholders, includes all 76,410,222 Forfeiture Escrow Shares and 28,589,778 Tandem Option Earnout Shares (because, at a $17.50 share price, all of such shares would vest under the applicable earnout thresholds, subject to the provisions described in the section entitled “The Business Combination Proposal — The Business Combination Agreement — Forfeiture or Earnout of Forfeiture Escrow Shares and Tandem Option Earnout Shares”). Includes 58,703,028 Base Option Shares issued upon the exercise in full of all Rumble Options (because, at a $17.50 share price, such options are all in-the-money).

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Business Combination Agreement, including but not limited to:

•        the approval by the CF VI Stockholders of each of the Proposals included in this proxy statement/prospectus;

•        Rumble obtaining executed counterparts to the Shareholder Support Agreement from all the Key Rumble Shareholders together holding at least 85% of the Fully-Diluted Rumble Shares and the Lock-Up Agreement from the Key Rumble Shareholders and certain other holders of Rumble Securities together holding at least 95% of the Fully-Diluted Rumble Shares; and

•        CF VI and Rumble obtaining the requisite regulatory approvals, including the Interim Order and the Final Order having been granted on terms consistent with the Business Combination Agreement.

For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “The Business Combination Proposal — The Business Combination Agreement.”

Q:     Why is CF VI providing its stockholders with the opportunity to vote on the Business Combination?

A:     Under the CF VI Charter, holders of the CF VI Public Shares must have the opportunity to have their CF VI Public Shares redeemed upon the consummation of CF VI’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, CF VI has elected to provide its stockholders with the opportunity to have their CF VI Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, CF VI is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their CF VI Public Shares in connection with the Closing.

Q:     Are there any arrangements to help ensure that there will be sufficient funds to consummate the Business Combination?

A:     Yes. On December 1, 2021, CF VI entered into the PIPE Subscription Agreements with the PIPE Investors, including the Sponsor, pursuant to which the PIPE Investors agreed to purchase, and CF VI agreed to issue and sell to the PIPE Investors, an aggregate of 8,500,000 shares of CF VI Class A Common Stock, for a purchase price of $10.00 per share and gross proceeds to CF VI of $85.0 million. Further, upon closing of the IPO, CF VI and the Sponsor entered into the Forward Purchase Contract pursuant to which the Sponsor will invest an additional $15.0 million for the Forward Purchase Securities, comprised of 1,875,000 shares of Class A

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Common Stock and 375,000 Warrants to purchase shares of Class A Common Stock for $11.50 per share. The closings of the PIPE Investment and the transactions contemplated by the Forward Purchase Contract are contingent upon, among other customary closing conditions, the substantially concurrent Closing.

The proceeds from the Trust Account (net of any amounts used to fund redemptions), the PIPE Investment and the Forward Purchase Investment will be used to pay any loans owed by CF VI to the Sponsor, for any unpaid transaction or administrative expenses of CF VI and Rumble, and any remainder will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. In addition, CF VI and/or Rumble may seek to arrange for additional third-party financing which may be in the form of debt (including bank debt or convertible notes) or equity, the proceeds of which would be used for a variety of purposes.

Q:     How many votes do I have at the Special Meeting?

A:     CF VI Stockholders are entitled to one vote at the Special Meeting for each share of CF VI Common Stock held of record as of July 25, 2022, the Record Date for the Special Meeting. As of the close of business on the Record Date, there were 38,200,000 shares of CF VI Common Stock issued and outstanding.

Q:     What vote is required to approve the Proposals presented at the Special Meeting?

A:     The approval of the Business Combination Proposal and the Charter Amendment Proposals requires the affirmative vote of a majority of the issued and outstanding shares of CF VI Common Stock as of the Record Date. Accordingly, a CF VI Stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Amendment Proposals.

The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the shares of CF VI Common Stock present via the virtual meeting platform or represented by proxy and voted thereon at the Special Meeting. The approval of the Nasdaq Proposals, the Stock Incentive Plan Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of CF VI Common Stock present via the virtual meeting platform or represented by proxy and voted thereon at the Special Meeting. A CF VI stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting will have no effect on the outcome of the vote on the Director Election Proposal, the Nasdaq Proposals, the Stock Incentive Plan Proposal or the Adjournment Proposal.

The Sponsor and our directors and officers have agreed to vote their shares in favor of the Business Combination Proposal. As a result, we would need only 10,900,001, or approximately 36.3%, of the 30,000,000 CF VI Public Shares, to be voted in favor of the Business Combination in order to have the Business Combination approved.

Q:     Are the Proposals conditioned on one another?

A:     The Director Election Proposal, the Nasdaq Proposals, the Stock Incentive Plan Proposal and the Charter Amendment Proposals are subject to and conditioned on the approval of the Business Combination Proposal. Unless the Business Combination Proposal is approved, the Director Election Proposal, the Nasdaq Proposals, the Stock Incentive Plan Proposal and the Charter Amendment Proposals will not be presented to the CF VI Stockholders at the Special Meeting.

The Business Combination Proposal is subject to and conditioned on the approval of the Director Election Proposal, the Nasdaq Proposals, the Stock Incentive Plan Proposal and each of the Charter Amendment Proposals.

The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal or any of the other Proposals (except for the Adjournment Proposal) does not receive the requisite vote for approval, we will not consummate the Business Combination. If CF VI does not consummate the Business Combination and fails to complete an initial business combination by February 23, 2023 (or a later date approved by CF VI Stockholders pursuant to the CF VI Charter), CF VI will be required to dissolve and

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liquidate the Trust Account by returning the then remaining funds in such account to its public stockholders in accordance with the CF VI Charter, subject to payment of CF VI’s tax obligations and up to $100,000 of dissolution expenses.

Q:     What constitutes a quorum at the Special Meeting?

A:     Holders of a majority in voting power of CF VI Common Stock issued and outstanding and entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the meeting chair has the power to adjourn the Special Meeting. As of the Record Date, 19,100,001 shares of CF VI Common Stock would be required to achieve a quorum.

Q:     How will the Sponsor and CF VI’s directors and officers vote?

A:     The Sponsor and CF VI’s officers and directors have agreed to vote any shares of CF VI Common Stock held by them in favor of the initial business combination, including the Business Combination. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor and CF VI’s officers and directors had agreed to vote their shares of CF VI Common Stock in accordance with the majority of the votes cast by CF VI’s public stockholders.

As a result, we would need only 10,900,001 or approximately 36.3%, of the 30,000,000 CF VI Public Shares, to be voted in favor of the Business Combination in order to have the Business Combination approved.

Q:     What interests do CF VI’s current officers and directors have in the Business Combination?

A:     The Sponsor and CF VI’s officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. These interests include:

•        the CF VI Charter provides that the doctrine of corporate opportunity will not apply with respect to any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have, except as set forth in the CF VI Charter. In the course of their other business activities, CF VI’s officers and directors may have, or may become, aware of other investment and business opportunities which may be appropriate for presentation to CF VI as well as the other entities with which they are affiliated. CF VI’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any pre-existing fiduciary obligation will be presented the opportunity before CF VI is presented with it. CF VI does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target;

•        unless CF VI consummates an initial business combination, the Sponsor (and CF VI’s officers and directors) will not receive reimbursement for any out-of-pocket expenses incurred by them on behalf of CF VI, to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account (which such unreimbursed expenses amounted to $189,662 as of June 30, 2022, all of which were repaid to the Sponsor on July 1, 2022);

•        the fact that the Sponsor has made outstanding loans to CF VI in the aggregate amount of $2,173,353 as of June 30, 2022 (which consists of $1,750,000 outstanding under the Sponsor Loan and $423,353 outstanding under the Working Capital Loans), which amount CF VI will be unable to repay to the Sponsor to the extent that the amount of such loans exceeds the amount of available proceeds not deposited in the Trust Account if an initial business combination is not completed;

•        the 700,000 CF VI Placement Units (comprised of 700,000 CF VI Placement Shares and 175,000 CF VI Placement Warrants) purchased by the Sponsor for $7.0 million will be worthless if a business combination is not consummated;

•        the Sponsor has agreed that the 700,000 CF VI Placement Units, and the underlying 700,000 CF VI Placement Shares and 175,000 CF VI Placement Warrants, will not be sold or transferred by it until 30 days after CF VI has completed a business combination, subject to limited exceptions;

•        the fact that the Sponsor paid $25,000, or approximately $0.001 per share, for the Founder Shares (of which it currently holds 7,480,000), which such Founder Shares, if unrestricted and freely tradeable, would be valued at approximately $74.9 million, based on the closing price of CF VI Class A Common Stock on

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August 9, 2022, and that such shares will be worthless if a business combination is not consummated and that Sponsor and its affiliates can earn a positive rate of return on their investment even if CF VI’s public stockholders experience a negative return following the consummation of the Business Combination;

•        the fact that the Sponsor has agreed not to redeem any of the Founder Shares or CF VI Placement Shares in connection with a stockholder vote to approve a proposed initial business combination;

•        if CF VI does not complete an initial business combination by February 23, 2023 (or a later date approved by CF VI Stockholders pursuant to the CF VI Charter), the proceeds from the sale of the CF VI Placement Units of $7.0 million will be included in the liquidating distribution to CF VI’s public stockholders and the CF VI Placement Warrants will expire worthless;

•        the fact that upon completion of the Business Combination, a business combination marketing fee of $10.5 million, $15.0 million of M&A advisory fees (which may be reduced if the CF VI Transaction Expenses exceed the CF VI Transaction Expenses Cap, as further described in “Certain Relationships and Related Party Transactions — CF VI — Engagement Letters”), and approximately $1.7 million of placement agent fees will be payable to CF&Co., an affiliate of CF VI and the Sponsor;

•        if the Trust Account is liquidated, including in the event CF VI is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify CF VI to ensure that the proceeds in the Trust Account are not reduced below $10.00 per CF VI Public Share by the claims of prospective target businesses with which CF VI has entered into an acquisition agreement or claims of any third-party for services rendered or products sold to CF VI, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the fact that the Sponsor has agreed to invest $7.59 million in the PIPE Investment and a number of officers and employees of Cantor and its affiliates (and family members of such persons) have agreed to invest approximately $15.68 million in the PIPE Investment (which investments are on the same terms as the other PIPE Investors);

•        the fact that in connection with the IPO, the Sponsor agreed, upon the closing of CF VI’s initial business combination, to invest $15.0 million in exchange for the Forward Purchase Securities (comprised of 1,875,000 shares of Class A Common Stock and 375,000 Warrants), which (assuming a $10.00 share price and a warrant price of $0.99, which was the closing price of a CF VI Warrant on the day prior to announcement of the Business Combination) would represent a discount of approximately 21.5% to the price being paid by the PIPE Investors for the PIPE Shares being issued;

•        the fact that two of CF VI’s independent directors own an aggregate of 20,000 Founder Shares that were transferred by the Sponsor at no cost, which if unrestricted and freely tradeable would be valued at $200,400, based on the closing price of CF VI Class A Common Stock on August 9, 2022, and that such shares will be worthless if a business combination is not consummated; and

•        the fact that CF VI’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the business combination and pursuant to the Business Combination Agreement.

Other than arising out of the proposed Business Combination and related transactions, none of CF VI, the Sponsor, or their respective affiliates has ever had, or currently has, any interest in, or affiliation with, Rumble. The existence of the differing, additional and/or conflicting interests described above may have influenced the decision of CF VI’s officers and directors to enter into the Business Combination Agreement and CF VI’s directors in making their recommendation that you vote in favor of the approval of the Business Combination. In particular, the existence of the interests described above may incentivize CF VI’s officers and directors to complete an initial business combination, even if on terms less favorable to CF VI Stockholders compared to liquidating CF VI, because, among other things, if CF VI is liquidated without completing an initial business combination, the Sponsor’s Founder Shares and CF VI Placement Units and the CF VI independent directors’ Founder Shares would be worthless (which, if unrestricted and freely tradable, would be worth an aggregate of approximately $82.4 million based on the closing price of CF VI Class A Common Stock and CF VI Units on August 9, 2022), out-of-pocket expenses advanced by the Sponsor and loans made by the Sponsor to CF VI would not be repaid to the extent such amounts exceed cash held by CF VI outside of the Trust Account (which

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such expenses and loans, as of May 31, 2022, amounted to $2,124,331), and CF&Co. would not receive the business combination marketing fee of $10.5 million, the M&A advisory fee of $15.0 million (which may be reduced, as further described in “Certain Relationships and Related Party Transactions — CF VI — Engagement Letters”) and the placement agent fees amounting to approximately $1.7 million (equal to up to approximately $27.2 million, in the aggregate). Upon completion of the Business Combination, it is not anticipated that any persons associated with CF VI will be employed by or provide services to the Combined Entity, and there have been no conversations regarding the same. As of the date of this proxy statement/prospectus, there is no formal or informal agreement for CF&Co. to be retained by the Combined Entity after Closing.

CF VI’s management determined that, in light of the potential conflicting interests described above with respect to the Sponsor and its affiliates, the independent directors of CF VI should separately review and consider the potential conflicts of interest with respect to the Sponsor and its affiliates arising out of the proposed business combination and the proposed terms in respect thereof. Accordingly, CF VI’s independent directors on the CF VI Audit Committee reviewed and considered such interests and, after taking into account the factors they deemed applicable (including the potential conflicting interests), unanimously approved the Business Combination Agreement and the transactions contemplated therein.

Q:     Did the CF VI Board obtain a fairness opinion (or any similar report or appraisal) in determining whether or not to proceed with the Business Combination?

A:     No. The CF VI Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination. However, CF VI’s management, the members of the CF VI Board and the other representatives of CF VI have experience in evaluating the operating and financial merits of technology companies and reviewed certain financial information of Rumble and other relevant financial information selected based on the experience and the professional judgment of CF VI’s management team, which enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the CF VI Board in valuing Rumble’s business and assume the risk that the CF VI Board may not have properly valued such business.

Q:     What factors did the CF VI Board consider in determining whether or not to proceed with the Business Combination?

A:     The CF VI Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, (1) Rumble’s expanding user base and engagement, (2) Rumble’s differentiated, neutral platform, (3) the growth potential of Rumble’s business as it develops its business plan and expands its offerings, (4) an attractive valuation if Rumble is successful in achieving its goal, and (5) the continuity of Rumble’s management team following completion of the Business Combination.

The CF VI Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination including, but not limited to: macroeconomic risks generally, structure and competition in the video distribution and social media industry, a large and growing use of different platforms for viewing videos, risks that Rumble’s business plan may not be achieved, risks related to the terms of the PIPE Investment, and risks related to CF VI’s valuation of Rumble’s business and in particular, the lack of a fairness opinion (and any similar report or appraisal). See the sections titled “The Business Combination Proposal — The CF VI Board’s Reasons for the Approval of the Business Combination.”

Q:     What happens if I sell my shares of CF VI Class A Common Stock before the Special Meeting?

A:     The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of CF VI Class A Common Stock after the Record Date, but before the date of the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of CF VI Class A Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting.

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Q:     Why are ExchangeCo Exchangeable Shares being offered to Canadian residents pursuant to the Business Combination?

A:     As part of the Business Combination, Canadian resident holders of Rumble Shares will be entitled to elect to receive ExchangeCo Exchangeable Shares, rather than Class A Common Stock, for their Rumble Shares, in order to defer Canadian income tax on any capital gain otherwise arising on the exchange of their Rumble Shares for Class A Common Stock. Each ExchangeCo Exchangeable Share will be convertible into one share of Class A Common Stock, as described under “The Business Combination Proposal — The Business Combination Agreement — General; Structure of the Business Combination; Closing.”

Q:     What happens if CF VI Stockholders vote against the Business Combination Proposal?

A:     Pursuant to the CF VI Charter, if the Business Combination Proposal is not approved and CF VI does not otherwise consummate an alternative business combination by February 23, 2023 (or a later date approved by CF VI Stockholders pursuant to the CF VI Charter), CF VI will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public stockholders of CF VI, subject to payment of CF VI’s tax obligations and up to $100,000 of dissolution expenses.

Q:     How do the CF VI Public Warrants differ from the CF VI Private Warrants and what are the related risks to any holders of CF VI Public Warrants following the Business Combination?

A:     The CF VI Private Warrants are identical to the CF VI Public Warrants in all material respects, except that the CF VI Private Warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination and they will not be redeemable by the Combined Entity so long as they are held by the Sponsor or its Permitted Transferees. The Sponsor, or its Permitted Transferees, has the option to exercise the CF VI Private Warrants on a cashless basis. If the CF VI Private Warrants are held by holders other than the Sponsor or its Permitted Transferees, the CF VI Private Warrants will be redeemable by the Combined Entity in all redemption scenarios and exercisable by the holders on the same basis as the CF VI Public Warrants.

Following the Business Combination, the Combined Entity may redeem the Warrants (other than the CF VI Private Warrants so long as they are held by the Sponsor or its Permitted Transferee) prior to their exercise at a time that is disadvantageous to the holder, thereby significantly impairing the value of the Warrants. The Combined Entity will have the ability to redeem outstanding Warrants (other than with respect to the CF VI Private Warrants as described herein) at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading-day period ending on the third trading day prior to the date on which a notice of redemption is sent to the holders of the Warrants. The Combined Entity will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the Class A Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Combined Entity, if the Combined Entity has elected to require the exercise of Warrants on a cashless basis, the Combined Entity will not redeem the Warrants as described above if the issuance of Class A Common Stock issuable upon exercise of the Warrants is not exempt from registration or qualification under applicable state securities laws or the Combined Entity is unable to effect such registration or qualification. Redemption of the outstanding Warrants could force you (i) to exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Warrants at the then current market price when you might otherwise wish to hold your Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants. The closing price for the CF VI Class A Common Stock as of August 9, 2022 was $10.02; to date, the CF VI closing price has never exceeded the $18.00 threshold that, if exceeded for 20 trading days within any 30 trading-day period following the Closing, would trigger the right to redeem the Warrants.

The Combined Entity may only call the Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each registered holder pursuant to the terms of the CF VI Warrant Agreement, provided that holders will be able to exercise their Warrants prior to the time of redemption and, at the election of the Combined Entity, any such exercise may be required to be on a cashless basis.

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Q:     Do I have redemption rights?

A:     Pursuant to the CF VI Charter, holders of CF VI Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the CF VI Charter. As of June 30, 2022, based on funds in the Trust Account of approximately $300.3 million, this would have amounted to approximately $10.01 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of CF VI Class A Common Stock for cash. Such a holder will be entitled to receive cash for its CF VI Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to CF VI’s transfer agent prior to the Special Meeting. See the section titled “Special Meeting of CF VI Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash. In connection with the IPO, the Sponsor and CF VI’s officers and directors agreed to waive any redemption rights with respect to any shares of CF VI Common Stock held by them in connection with the completion of the Business Combination. Such waivers are standard in transactions of this type and the Sponsor and CF VI’s officers and directors did not receive separate consideration for the waiver.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights regardless of whether you vote or, if you vote, irrespective of whether you vote “FOR” or “AGAINST,” or abstain from voting on the Business Combination Proposal or any other Proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the trading market.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time, on September 13, 2022 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your CF VI Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

Please also affirmatively certify in your request to Continental Stock Transfer & Trust Company for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of CF VI Class A Common Stock. A holder of the CF VI Public Shares, together with any of its affiliates any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 15% or more of the CF VI Public Shares, which we refer to as the “15% threshold.” Accordingly, all CF VI Public Shares in excess of the 15% threshold beneficially owned by a CF VI public stockholder or group will not be redeemed for cash. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is CF VI’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, CF VI does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with CF VI’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to CF VI’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that CF VI’s transfer agent return the shares (physically or electronically). You may make such request by contacting CF VI’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

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Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     CF VI expects that a U.S. holder (as defined below in “United States Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the Trust Account in exchange for all of its CF VI Public Shares will generally be treated as selling such shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes, or as integrated with the Business Combination. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “United States Federal Income Tax Considerations.”

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:     If I am a CF VI Warrant holder, can I exercise redemption rights with respect to my CF VI Warrants?

A:     No. The holders of CF VI Warrants have no redemption rights with respect to CF VI Warrants.

Q:     If I am a holder of CF VI Units, can I exercise redemption rights with respect to my CF VI Units?

A:     No. Holders of outstanding CF VI Units must separate the underlying CF VI Public Shares and CF VI Public Warrants prior to exercising redemption rights with respect to the CF VI Public Shares.

If you hold CF VI Units registered in your own name, you must deliver the certificate for such CF VI Units to Continental Stock Transfer & Trust Company, CF VI’s transfer agent, with written instructions to separate such CF VI Units into CF VI Public Shares and CF VI Public Warrants. This must be completed far enough in advance to permit the mailing of the CF VI Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the CF VI Public Shares from the CF VI Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your CF VI Units, you must instruct such nominee to separate your CF VI Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, CF VI’s transfer agent. Such written instructions must include the number of CF VI Units to be split and the nominee holding such CF VI Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant CF VI Units and a deposit of an equal number of CF VI Public Shares and CF VI Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the CF VI Public Shares from the CF VI Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your CF VI Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No. There are no appraisal rights available to holders of CF VI Common Stock, CF VI Units or CF VI Warrants in connection with the Business Combination.

Q:     What happens to the funds deposited in the Trust Account upon consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be released to:

•        pay CF VI Stockholders who properly exercise their redemption rights;

•        pay the $10.5 million business combination marketing fee and the $15.0 million M&A advisory fee to CF&Co. (which may be reduced if the CF VI Transaction Expenses exceed the CF VI Transaction Expenses Cap, as further described in “Certain Relationships and Related Party Transactions — CF VI — Engagement Letters”) and the $2.55 million placement fee to the placement agents (including $1.7 million payable to CF&Co.);

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•        pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by CF VI or Rumble in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement;

•        repay any loans owed by CF VI to the Sponsor for any CF VI Transaction Expenses or other administrative expenses incurred by CF VI; and

•        provide for general corporate purposes of the Combined Entity including, but not limited to, working capital for operations.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Business Combination Agreement may be terminated. See the section titled “The Business Combination Proposal — The Business Combination Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, CF VI is unable to complete the Business Combination or another initial business combination transaction by February 23, 2023 (or a later date approved by CF VI Stockholders pursuant to the CF VI Charter), the CF VI Charter provides that CF VI will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the CF VI Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay taxes payable and up to $100,000 for dissolution expenses, by (B) the total number of then outstanding CF VI Public Shares, which redemption will completely extinguish rights of the public stockholders of CF VI (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the CF VI Board in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the Delaware General Corporate Law (the “DGCL”) to provide for claims of creditors and other requirements of applicable law.

CF VI expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to CF VI’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding CF VI Warrants. Accordingly, the CF VI Warrants will expire worthless.

Q:     When is the Business Combination expected to be completed?

A:     The Closing is expected to take place on (a) the third business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal — Conditions to the Closing” (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) or (b) such other date as agreed to by the parties to the Business Combination Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Business Combination Agreement may be terminated by CF VI and/or Rumble upon the occurrence of certain events. For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

Q:     When and where is the Special Meeting?

A:     The Special Meeting will be held at 10:00 a.m. Eastern Time, on September 15, 2022, as a virtual meeting. The meeting will be held virtually over the Internet by means of a live webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at https://www.cstproxy.com/cfacquisitioncorpvi/2022.

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Q:     How can I attend the Special Meeting virtually?

A:     CF VI is pleased to conduct the Special Meeting virtually via the Internet through a live webcast and online shareholder tools. CF VI is offering CF VI Stockholders the ability to attend the Special Meeting virtually due to the continuing impact of the COVID-19 pandemic and to support the health and well-being of CF VI Stockholders. However, CF VI also believes a virtual format facilitates stockholder attendance and participation by leveraging technology to allow CF VI to communicate more effectively and efficiently with its stockholders. This format empowers CF VI Stockholders around the world to participate at no cost. CF VI will use the virtual format to enhance stockholder access and participation and protect stockholder rights.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of CF VI. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares of CF VI through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you are a holder of record of CF VI Common Stock on July 25, 2022, the Record Date, you may vote with respect to the Proposals at the Special Meeting via the virtual meeting platform, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote via the virtual meeting platform, obtain a proxy from your broker, bank or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:     At the Special Meeting, CF VI will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Amendment Proposals, but will have no effect on the Director Election Proposal, the Nasdaq Proposals, the Stock Incentive Plan Proposal or the Adjournment Proposal. Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by CF VI without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each Proposal presented to the stockholders at the Special Meeting. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:     If I am not going to attend the Special Meeting, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to nondiscretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. CF VI believes the Proposals presented to the stockholders will be considered nondiscretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

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Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. Stockholders may send a later-dated, signed proxy card to CF VI’s secretary at the address set forth below so that it is received by CF VI’s secretary prior to the Special Meeting or attend the Special Meeting and vote via the virtual meeting platform. Stockholders also may revoke their proxy by sending a notice of revocation to CF VI’s secretary, which must be received by CF VI’s secretary prior to the Special Meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     CF VI will pay the cost of soliciting proxies for the Special Meeting. CF VI has engaged Morrow Sodali LLC, which we refer to as “Morrow,” to assist in the solicitation of proxies for the Special Meeting. CF VI has agreed to pay a fee of $35,000, plus disbursements. CF VI will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. CF VI will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of CF VI Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the CF VI Common Stock and in obtaining voting instructions from those owners. CF VI’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the Business Combination or the Proposals, or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact:

CF Acquisition Corp. VI

110 East 59th Street

New York, New York 10022

Tel: (212) 938-5000

E-mail: CFVI@cantor.com

You may also contact our proxy solicitor at:

Morrow Sodali LLC

Tel: (800) 662-5200 (banks and brokers can call (203) 658-9400)

E-mail: CFVI.info@investor.morrowsodali.com

To obtain timely delivery, CF VI Stockholders must request the materials no later than September 8, 2022 (five business days prior to the date of the Special Meeting).

You may also obtain additional information about CF VI from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your CF VI Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to CF VI’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section titled “Questions and Answers about the Proposals,” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Unless otherwise indicated or the context otherwise requires, references in this Summary of the Proxy Statement/Prospectus to the “Combined Entity” refer to CF VI and its consolidated subsidiaries (including Rumble) after giving effect to the Business Combination. References to “CF VI” refer to CF Acquisition Corp. VI and references to “Rumble” refer to Rumble Inc.

Unless otherwise specified, all share calculations assume no exercise of redemption rights by the CF VI public stockholders and do not include any shares of Common Stock issuable upon the exercise of the Warrants.

Information About the Parties to the Business Combination

CF Acquisition Corp. VI

CF VI is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. CF VI Class A Common Stock, CF VI Units, and CF VI Warrants are currently listed on Nasdaq under the symbols “CFVI,” “CFVIU” and “CFVIW,” respectively. The mailing address of CF VI’s principal executive officer is 110 East 59th Street, New York, NY 10022.

For more information about CF VI, see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CF VI” and “Information About CF VI.”

Rumble Inc.

Rumble is a high growth, video sharing 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. The mailing address of Rumble’s principal executive office is 218 Adelaide Street West, Suite 400, Toronto, Ontario, Canada M5H 1W7. For more information about Rumble, see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Rumble” and “Information Related to Rumble.”

The Proposals to be Voted on by CF VI Stockholders

The Business Combination Proposal

CF VI Stockholders will be asked to approve and adopt the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination. CF VI and Rumble have agreed to the Business Combination under the terms of the Business Combination Agreement, dated as of December 1, 2021 (as the terms and conditions therein may be amended, modified or waived from time to time, the “Business Combination Agreement”). Pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement and the Plan of Arrangement, at the Arrangement Effective Time, the parties shall effect the Business Combination. For more information about the Business Combination Agreement and the Business Combination, see the section titled “The Business Combination Proposal.”

The Director Election Proposal

CF VI Stockholders will be asked to consider and vote upon a proposal to elect six directors to serve on the Combined Entity Board following the Business Combination, to serve until the next annual meeting of stockholders following the date of this proxy statement/prospectus and until their respective successors are duly elected and qualified. See the section entitled the “Director Election Proposal.”

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The Nasdaq Proposals

CF VI Stockholders will be asked to approve separate proposals, for purposes of complying with the Nasdaq Listing Rule, the issuance of (i) up to 63,245,836 shares of Class A Common Stock, 168,956,526 shares of Class C Common Stock and 106,428,676 shares of Class D Common Stock, in each case pursuant to the Business Combination Agreement, and up to an additional 168,956,526 of Class A Common Stock issuable upon conversion of the ExchangeCo Exchangeable Shares issued pursuant to the Business Combination Agreement, and (ii) up to 8,500,000 shares of Class A Common Stock pursuant to the PIPE Investment. For more, see the section entitled the “Nasdaq Proposals.”

Stock Incentive Plan Proposal

CF VI Stockholders will be asked to approve and adopt the Stock Incentive Plan of the Combined Entity, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D. For more, see the “Stock Incentive Plan Proposal.”

The Charter Amendment Proposals

CF VI Stockholders will be asked to consider and vote upon separate proposals to approve the following material differences between the CF VI Charter and the Combined Entity Charter that will be in effect upon the closing of the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex B. For more, see the “Charter Amendment Proposals.”

The Adjournment Proposal

CF VI Stockholders will be asked to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates if it is determined by CF VI that additional time is necessary or appropriate to complete the Business Combination or for any other reason. For more, see “The Adjournment Proposal.”

Transaction Agreements

Business Combination Agreement

CF VI and Rumble have agreed to the terms of the Business Combination as set forth in the Business Combination Agreement that is described in this proxy statement/prospectus. The Business Combination Agreement provides for, among other things, the following:

In exchange for their respective shares of capital stock of Rumble:

•        for each Rumble Share held by the Electing Shareholders, such Electing Shareholder will receive a number of ExchangeCo Shares equal to the Rumble Exchange Ratio, and such Electing Shareholders shall concurrently subscribe for nominal value for a corresponding number of shares of Class C Common Stock; and

•        for each Rumble Share held by the Non-Electing Shareholders, such Non-Electing Shareholder will receive a number of shares of Class A Common Stock equal to the Rumble Exchange Ratio.

In addition, under the Business Combination Agreement and the Plan of Arrangement:

•        all outstanding options to purchase Rumble Shares will be exchanged for the Exchanged Rumble Options; and

•        the outstanding warrant to purchase Rumble Shares will be exchanged for a number of shares of Class A Common Stock equal to the product (rounded down to the nearest whole number) of the number of shares of Rumble capital stock subject to the warrant and the Rumble Exchange Ratio.

In addition, for an aggregate purchase price of $1.0 million, upon the Closing and pursuant to a subscription agreement to be entered into between Mr. Pavlovski and CF VI, the Combined Entity will issue and sell to Mr. Pavlovski a fixed number of shares of Class D Common Stock having a certain number of “super-voting” rights per share (such number of votes per share to be determined following expiry of the redemption deadline (i.e., two business days before the Special Meeting), based on the number of shares being redeemed) such that, after taking into account the shares of Class A Common Stock (if any) and Class C Common Stock to be issued to Mr. Pavlovski at

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Closing, upon Closing, Mr. Pavlovski will have 85% of the voting power of the Combined Entity on a fully-diluted basis. Such shares of Class D Common Stock to be issued to Mr. Pavlovski will be the only issued and outstanding shares of Class D Common Stock. While a multiple class share structure has been used in many other founder-backed public companies (where the founder(s) are granted “high vote” shares to ensure the founder(s) continue to control a majority of the voting power of the public company) and the rationale for the multiple class structure is the same in connection with the Business Combination (i.e., to enable the founder to protect his or her long-term plan and vision for the company, notwithstanding potential short-term pressures of the public markets), the Combined Company’s share class structure is unique in that Mr. Pavlovski will be issued a fixed number of shares of Class D Common Stock, but the number of votes per share of Class D Common Stock will not be known until expiry of the redemption deadline. The number of votes per share of Class D Common Stock will be determined based on the number of shares being redeemed to ensure that Mr. Pavlovski has 85% of the voting power of the Combined Entity on a fully diluted basis immediately after the Closing. This means that the fewer the number of redemptions, the higher number of votes per share will be assigned to a share of Class D Common Stock at Closing. As described below, because Mr. Pavlovski is required to forfeit (via redemption) a corresponding number of shares of Class D Common Stock upon any transfer of shares of Class A Common Stock or ExchangeCo Exchangeable Shares held by Mr. Pavlovski (other than certain “permitted transfers” or transfers in connection with the repurchase under the Share Repurchase Agreement), the higher the number of votes per share assigned to the Class D Common Stock at Closing, the greater the number of votes Mr. Pavlovski will forfeit upon third party transfers of Class A Common Stock or ExchangeCo Exchangeable Shares following the Closing. The table below provides illustrative scenarios to show how Mr. Pavlovski’s control of the Combined Entity will fluctuate depending on the number of votes assigned to each share of Class D Common Stock (which depends on the number of redemptions) and the rate at which he disposes of his shares of Class A Common Stock and Class C Common Stock after the closing of the Business Combination. Although, while in the “no redemptions” scenario (where the shares of Class D Common Stock are assigned a higher number of votes per share) Mr. Pavlovksi will forfeit a greater number of votes upon third party transfers of shares of Class A Common Stock or ExchangeCo Exchangeable Shares, Mr. Pavlovski’s voting control of the Combined Entity will be not be materially different following such transfer than it would have been had Mr. Pavlovski made the same transfer in the corresponding “intermediate redemptions” or “maximum redemptions” scenarios, primarily because of the countervailing impact of fewer shares being outstanding in such applicable redemption scenarios.

Illustrative Voting Control Analysis — Chris Pavlovski

(shares and number of votes in millions)

 

No Redemptions Scenario – 
11.250x Class D Voting Weight
   

Chris Pavlovski % Voting Control(5)
   

85.00%

  

75.00%

  

65.00%

  

55.00%

  

>50.00%

Number of Shares of Class A Common Stock Beneficially Owned(1)

  

141.04

 

  

99.75

 

  

77.26

 

  

63.12

 

  

57.87

 

% Shares Retained from Initial Beneficial Ownership at Closing(2)

  

100.0

%

  

70.7

%

  

54.8

%

  

44.8

%

  

41.0

%

Class D Common Stock Beneficially Owned(3)

  

106.43

 

  

65.14

 

  

42.65

 

  

28.51

 

  

23.26

 

Total Number of Votes of Class D Common Stock(4)

  

1,197.32

 

  

732.83

 

  

479.81

 

  

320.74

 

  

261.68

 
 

Intermediate Redemptions Scenario – 
10.518x Class D Voting Weight
   

Chris Pavlovski % Voting Control(5)
   

85.00%

  

75.00%

  

65.00%

  

55.00%

  

>50.00%

Number of Shares of Class A Common Stock Beneficially Owned(1)

  

141.04

 

  

100.19

 

  

77.69

 

  

63.44

 

  

58.13

 

% Shares Retained from Initial Beneficial Ownership at Closing(2)

  

100.0

%

  

71.0

%

  

55.1

%

  

45.0

%

  

41.2

%

Class D Common Stock Beneficially Owned(3)

  

106.43

 

  

65.58

 

  

43.08

 

  

28.83

 

  

23.52

 

Total Number of Votes of Class D Common Stock(4)

  

1,119.41

 

  

689.77

 

  

453.11

 

  

303.23

 

  

247.38

 

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Maximum Redemption Scenario – 
9.786x Class D Voting Weight
   

Chris Pavlovski % Voting Control(5)
   

85.00%

  

75.00%

  

65.00%

  

55.00%

  

>50.00%

Number of Shares of Class A Common Stock Beneficially Owned(1)

  

141.04

 

  

100.68

 

  

78.16

 

  

63.80

 

  

58.42

 

% Shares Retained from Initial Beneficial Ownership at Closing(2)

  

100.0

%

  

71.4

%

  

55.4

%

  

45.2

%

  

41.4

%

Class D Common Stock Beneficially Owned(3)

  

106.43

 

  

66.07

 

  

43.55

 

  

29.19

 

  

23.81

 

Total Number of Votes of Class D Common Stock(4)

  

1,041.49

 

  

646.55

 

  

426.17

 

  

285.65

 

  

233.00

 

____________

Notes:

(1)      See “Beneficial Ownership of Securities” for further information, including as to method of calculation of the number of shares of Class A Common Stock beneficially owned. As of the Closing, Mr. Pavlovski will beneficially own 141,038,610 shares. Each successive column illustrates sell-down of shares and resulting voting control of Chris Pavlovski.

(2)      Represents beneficially owned shares retained after each sell-down as a percentage of beneficially owned shares as of closing.

(3)      For each share sold, assumes forfeiture (via redemption) of one share of Class D Common Stock as per the Combined Entity Charter.

(4)      Equal to (in millions) number of shares of Class D Common Stock multiplied by applicable voting weight per share.

(5)      % Voting Control is calculated based on fully-diluted share count as of the Closing (including all shares of Class A Common Stock issuable upon exchange of the ExchangeCo Exchangeable Shares and all Forfeiture Escrow Shares and the Sponsor’s shares subject to forfeiture and cancellation under the Sponsor Support Agreement).

The Combined Entity Charter provides that no shares of Class D Common Stock may be transferred unless each of the following conditions is satisfied: (a) the transfer is made to a Qualified Class D Transferee; (b) concurrent with such transfer, the transferor must transfer to the transferee an equal number of shares of Class A Common Stock and/or ExchangeCo Exchangeable Shares; provided that if the transferor transfers ExchangeCo Exchangeable Shares in connection with this clause (b), then it must also concurrently transfer an equal number of shares of Class C Common Stock to the transferee; and (c) the transferor and the transferee each provide an undertaking in favor of the Combined Entity that they shall ensure that the transferee remains a Qualified Class D Transferee at all times that the transferee owns any shares of Class D Common Stock. In addition, the Class D Common Stock may be transferred (i) pursuant to any liquidation, merger, stock exchange or other similar transaction subsequent to the consummation of the Business Combination which results in all of the Combined Entity’s stockholders exchanging or having the right to exchange their shares of common stock for cash, securities or other property, or (ii) to the Combined Entity in accordance with the redemption provisions set forth in the Combined Entity Charter.

The Combined Entity Charter provides for the mandatory redemption of (i) the number of shares of Class D Common Stock held by a Qualified Stockholder (as defined in the Combined Entity Charter) upon the transfer (other than a “permitted transfer” or a transfer in connection with the repurchase under the Share Repurchase Agreement) by any Qualified Stockholder of a corresponding number of shares of Class A Common Stock or any ExchangeCo Exchangeable Shares held by such holder or in connection with the forfeiture of Forfeiture Escrow Shares held for such holder in accordance with the terms of the Business Combination Agreement; (ii) all shares of Class D Common Stock upon the death or incapacity of Mr. Pavlovski; and (iii) a number of shares of Class D Common Stock held by a Qualified Stockholder corresponding to the number of restricted shares of Class A Common Stock issued to Mr. Pavlovski under his employment agreement as part of his initial equity award that are forfeited and cancelled in accordance with the terms thereof.

The Combined Entity Charter provides that the Combined Entity may not issue any shares of Class D Common Stock except in connection with the subscription for shares of Class D Common Stock by Mr. Pavlovski in connection with the Closing.

Representations, Warranties and Covenants

The Business Combination Agreement contains customary representations and warranties of the parties, which shall not survive the Closing. Many of the representations and warranties are qualified by materiality or Rumble Material Adverse Effect or SPAC Material Adverse Effect (each as defined below).

The Business Combination Agreement also contains pre-closing covenants of the parties, including obligations of the parties to operate their respective businesses in the ordinary course consistent with past practice, and to refrain from taking certain specified actions without the prior written consent of the other party, in each case, subject to certain exceptions and qualifications. The covenants do not survive the Closing (other than those that are to be performed after the Closing).

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CF VI and Rumble agreed, as promptly as practicable after the execution of the Business Combination Agreement, to prepare and (in the case of CF VI) file with the SEC this proxy statement/prospectus in connection with the registration under the Securities Act of the issuance of the Class A Common Stock to be issued to the Rumble Shareholders including those to be issued upon conversion of ExchangeCo Exchangeable Shares, and containing a proxy statement/prospectus for the purpose of CF VI soliciting proxies from the CF VI Stockholders to obtain the CF VI Stockholders’ Approval at the Special Meeting and providing the CF VI Stockholders an opportunity, in accordance with the CF VI Charter, to have their shares of CF VI Class A Common Stock redeemed.

CF VI agreed to take all action within its power so that effective at the Closing, (i) the Combined Entity Board will (A) consist of the individuals designated by Rumble in writing, at least three of whom shall be independent directors in accordance with applicable Nasdaq requirements and (B) comply with all diversity requirements under applicable law, and (ii) the executive officers of Rumble immediately prior to the Closing will be the executive officers of the Combined Entity.

Conditions to the Parties’ Obligations to Consummate the Merger

Under the Business Combination Agreement, the obligations of the parties to consummate (or cause to be consummated) the Business Combination are subject to a number of customary conditions, including, among others, the following: (i) the approval of the Business Combination and the other Proposals required to approve the Business Combination by the CF VI Stockholders, (ii) all specified approvals or consents (including governmental and regulatory approvals) and all waiting or other periods have been obtained or have expired or been terminated, as applicable, (iii) the Interim Order and the Final Order shall have each been granted in form and substance satisfactory to the parties, acting reasonably, and neither the Interim Order nor the Final Order shall have been set aside or modified (whether on appeal or otherwise) in a manner unacceptable to the parties, acting reasonably, (iv) effectiveness of this Proxy/Registration Statement, (v) the shares of Class A Common Stock to be issued in connection with the Business Combination having been approved for listing on Nasdaq, subject to round lot holder requirements, and (vi) CF VI having a minimum of $5,000,001 of net tangible assets upon the Closing (after giving effect to any redemptions and any PIPE Investment).

The obligations of CF VI to consummate (or cause to be consummated) the Business Combination are also subject to, among other things, (i) the representations and warranties of Rumble being true and correct, subject to the materiality standards contained in the Business Combination Agreement, (ii) material compliance by Rumble with its pre-closing covenants, subject to the materiality standards contained in the Business Combination Agreement, (iii) Rumble obtaining executed counterparts to the Shareholder Support Agreement from all the Key Rumble Shareholders together holding at least 85% of the Fully-Diluted Rumble Shares and the Lock-Up Agreement from the Key Rumble Shareholders and certain other holders of Rumble Securities together holding at least 95% of the Fully-Diluted Rumble Shares, and (iv) no Rumble Material Adverse Effect.

In addition, the obligations of Rumble to consummate (and cause to be consummated) the Business Combination are also subject to, among other things, (i) the representations and warranties of CF VI being true and correct, subject to the materiality standards contained in the Business Combination Agreement, (ii) material compliance by CF VI with its pre-closing covenants, subject to the materiality standards contained in the Business Combination Agreement, (iii) no SPAC Material Adverse Effect, and (iv) the CF VI Available Cash being at least $125.0 million.

Termination Rights

The Business Combination Agreement contains certain termination rights, including, among others, the following: (i) upon the mutual written consent of CF VI and Rumble, (ii) if the consummation of the Business Combination is prohibited by law, (iii) if the Closing has not occurred on or before the 270-day anniversary of the date of the Business Combination Agreement, subject to extension as set forth in the Business Combination Agreement, (iv) in connection with a breach of a representation, warranty, covenant or other agreement by a party which is not capable of being cured within 30 days after receipt of notice of such breach, subject to the materiality standards contained in the Business Combination Agreement, (v) by either CF VI or Rumble if the board of directors of the other party publicly changes its recommendation with respect to the Business Combination Agreement or other Proposals, (vi) by either CF VI or Rumble if the Special Meeting is held and the CF VI Stockholders’ Approval is not received, or (vii) by CF VI if the Rumble Required Approval in respect of the Rumble Arrangement Resolution has not been obtained at the Rumble shareholder meeting.

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Neither party to the Business Combination Agreement is required to pay a termination fee or reimburse the other party for its expenses as a result of a termination of the Business Combination Agreement. However, each party will remain liable for willful and material breaches of the Merger Agreement prior to termination.

Trust Account Waiver

Rumble agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account held for CF VI’s public stockholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

Related Agreements

PIPE Subscription Agreements

Contemporaneously with the execution of the Business Combination Agreement, CF VI entered into separate PIPE Subscription Agreements with a number of PIPE Investors, including the Sponsor, pursuant to which the PIPE Investors agreed to purchase, and CF VI agreed to sell to the PIPE Investors, an aggregate of 8.5 million shares of Class A Common Stock for a purchase price of $10.00 per share and an aggregate gross purchase price of $85.0 million, with the Sponsor’s PIPE Subscription Agreement accounting for $7.59 million of such aggregate PIPE Investments.

The closing of the sale of the PIPE Shares pursuant to the PIPE Subscription Agreements is contingent upon, among other customary closing conditions, the substantially concurrent Closing. The purpose of the PIPE Investments is to raise additional capital for use by the Combined Entity following the Closing.

Pursuant to the PIPE Subscription Agreements, CF VI agreed that, within 30 calendar days after the Closing, CF VI will file with the SEC (at CF VI’s sole cost and expense) a registration statement registering the resale of the PIPE Shares, and CF VI shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies CF VI that it will “review” the registration statement) following the Closing and (ii) the second business day after the date CF VI is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review.

Shareholder Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, CF VI, Rumble and certain Rumble Shareholders entered into a Shareholder Support Agreement, pursuant to which, among other things, the Rumble Shareholders party to such agreement agreed (i) to vote their Rumble Shares in favor of the Arrangement and other resolutions needed to consummate the Arrangement and the other Transactions, and, subject to limited exceptions, to not transfer such shares, (ii) to irrevocably waive any dissent rights for Rumble Shares in connection with the Arrangement, (iii) to release Rumble and its subsidiaries from pre-closing claims relating to their capacity as holders of equity securities of Rumble, subject to customary exceptions, and (iv) to consent to the termination of certain existing agreements at Closing. The Rumble Shareholders party to the Shareholder Support Agreement collectively have a sufficient number of votes to approve the Arrangement.

The Shareholder Support Agreement and all of its provisions will terminate and be of no further force or effect upon the earlier of the Closing and termination of the Business Combination Agreement pursuant to its terms. Upon such termination of the Shareholder Support Agreement, all obligations of the parties under the Shareholder Support Agreement will terminate; provided, however, that such termination will not relieve any party thereto from liability arising in respect of any breach of the Shareholder Support Agreement prior to such termination.

Sponsor Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, CF VI entered into a Sponsor Support Agreement with the Sponsor and Rumble, pursuant to which, among other things, the Sponsor agreed (i) to vote its shares of CF VI Capital Stock in favor of the Business Combination Agreement and the Transactions, and to not transfer such shares, (ii) not to redeem any of its shares of CF VI Capital Stock in connection with the Transactions, (iii) to waive its anti-dilution rights with respect to its shares of CF VI Class B Common Stock under the CF VI Charter, (iv) to release CF VI and its subsidiaries from pre-Closing claims, subject to customary exceptions, and (v) to subject (a) certain of its shares of CF VI Common Stock and CF VI Private Warrants to transfer restrictions after Closing, (b) certain of its shares of CF VI Common Stock to certain restrictions and

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potential forfeiture pending the satisfaction of certain earnout targets, and (c) certain of its shares of CF VI Common Stock to certain restrictions and potential forfeiture based on the CF VI Available Cash at Closing and then the satisfaction of certain earnout targets and other conditions set forth in the Sponsor Support Agreement.

The Sponsor Support Agreement and certain of its provisions will terminate and be of no further force or effect upon the earlier to occur of Closing and termination of the Business Combination Agreement pursuant to its terms and, if the Business Combination is terminated pursuant to its terms, all provisions of the Sponsor Support Agreement will terminate and be of no further force or effect. For more, see “The Business Combination Proposal — Related Agreements — Sponsor Support Agreement.”

Key Individual Subscription Agreement

For an aggregate purchase price of $1.0 million, upon the Closing and pursuant to a subscription agreement to be entered into between Mr. Pavlovski and CF VI, CF VI will issue and sell to Mr. Pavlovski a number of shares of Class D Common Stock, a new class of non-economic shares of common stock of CF VI carrying the right to multiple votes per share to be created and issued in connection with the Closing, which shares will provide Mr. Pavlovski with a number of votes, together with any shares of Class A Common Stock and Class C Common Stock held by him as of Closing, such that he will have 85% of the voting rights of the Combined Entity upon Closing.

Share Repurchase Agreement

Concurrently with the execution of the Business Combination Agreement, CF VI entered into the Share Repurchase Agreement with Mr. Pavlovski, pursuant to which CF VI agreed to repurchase from Mr. Pavlovski, upon the Closing, 1.1 million ExchangeCo Shares and redeem a corresponding number of shares of Class C Common Stock, for a total purchase price of $11.0 million or $10.00 per ExchangeCo Share. Of the $11.0 million of proceeds, Mr. Pavlovski intends to reinvest $1.0 million to pay the purchase price for the shares of Class D Common Stock under the Key Individual Subscription Agreement. The closing of the share repurchase is contingent upon (and will take place immediately following) the Closing. For more information regarding the share repurchase, see “The Business Combination Proposal — Background of the Business Combination.”

Lock-Up Agreements

Concurrently with the execution of the Business Combination Agreement, CF VI entered into separate Lock-Up Agreements with Rumble and a number of Rumble Shareholders pursuant to which the securities of CF VI and ExchangeCo held by such holders will be locked-up and subject to transfer restrictions for a period of time following the Closing, as described below, subject to certain customary exceptions, such as transfers to affiliates, gifts or charitable donations, transfers for estate planning purposes, transfers in connection with the exercise of Exchanged Company Options or restricted stock, or for other structuring purposes. The securities held by such Rumble Shareholders will be locked-up until the earlier of: (i) the one (1) year anniversary of the date of the Closing, (ii) the date on which the last reported sale price of Class A Common Stock exceeds $15.00 per share (adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 trading days within any 30 trading-day period commencing at least 150 days after the Closing, and (iii) the date on which CF VI consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Closing which results in all of CF VI Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Forward Purchase Contract

In connection with the closing of the IPO, on February 18, 2021, the Sponsor and CF VI entered into the Forward Purchase Contract, pursuant to which the Sponsor agreed to purchase, and CF VI agreed to issue and sell to the Sponsor, concurrently with the consummation of CF VI’s initial business combination, 1,875,000 shares of Class A Common Stock and 375,000 Warrants, for an aggregate purchase price of $15.0 million. For information regarding transfer restrictions on the Forward Purchase Securities, see “The Business Combination Proposal — Related Agreements — Sponsor Support Agreement.”

Amended and Restated Registration Rights Agreement

Upon Closing of the Business Combination, the Combined Entity, the Sponsor, the two independent directors of CF VI holding Founder Shares (collectively, the “Existing Investors”), and certain Rumble Shareholders (the “New Investors” and together with the Existing Investors, the “Investors”) will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Combined Entity will be obligated to file one or more registration statements to register the resales of Class A Common

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Stock held by the Investors after the Closing. Existing Investors or New Investors, in each case holding a majority of the registrable securities owned by all Existing Investors or New Investors, as applicable, are entitled under the Registration Rights Agreement to make a written demand for registration under the Securities Act of all or part of their registrable securities (up to a maximum of two demand registrations by the Existing Investors, or eight demand registrations by the New Investors). In addition, pursuant to the terms of the Registration Rights Agreement and subject to certain requirements and customary conditions, the Combined Entity must file a registration statement on Form S-1 to register the resale of the registrable securities of the Combined Entity held by the Investors. The Registration Rights Agreement will also provide such Investors with “piggy-back” registration rights, subject to certain requirements and customary conditions.

Executive Officers of the Combined Entity

The executive officers of the Combined Entity upon the Closing will be the executive officers of Rumble immediately prior to the Closing.

Board of Directors of the Combined Entity

Subject to the approval of the Director Election Proposal, the Combined Entity Board will consist of Chris Pavlovski, Ryan Milnes, Robert Arsov, Paul Cappuccio, Nancy Armstrong and Ethan Fallang, with Mr. Pavlovski serving as the Chairman of the Combined Entity Board.

CF VI Board’s Reasons for the Approval of the Business Combination

The CF VI Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the CF VI Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the CF VI Board may have given different weight to different factors. Certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision, the CF VI Board reviewed a summary of the results of the due diligence and analyses conducted by its management, employees of Cantor and CF VI’s advisors. The due diligence conducted by CF VI’s management, employees of Cantor and CF VI’s advisors included:

•        meetings and calls with the management team and advisors of Rumble (including its independent auditor) regarding, among other things, operations, plans and forecasts;

•        review of material contracts and other material matters;

•        financial, tax, legal, insurance, accounting, operational, business and other due diligence;

•        consultation with CF VI management and its legal counsel and financial advisor;

•        review of historical financial performance of Rumble (including audited and unaudited financials) and management projections regarding Rumble’s user base and potential market growth; and

•        financial and valuation analyses of Rumble and the Business Combination utilizing information provided by Rumble and publicly available information presented by CF&Co. to the CF VI Board in CF&Co.’s capacity as M&A advisor to CF VI, as further described in the section entitled “The Business Combination Proposal — Certain Forecasted Information for Rumble”.

The CF VI Board determined that pursuing a potential business combination with Rumble would be an attractive opportunity for CF VI and its stockholders for a number of reasons, including, but not limited to, (1) the belief that Rumble has sustainable competitive advantages with respect to its platform, (2) that Rumble has the opportunity to grow successfully, (3) if Rumble is successful in maintaining its existing user base and attracting new users, Rumble will be able to monetize their use of Rumble’s platform and generate revenues, and (4) that Rumble can be acquired at an attractive valuation to maximize potential returns to CF VI Stockholders.

In addition, based on its review of the industry data and the operational, financial and other relevant information related to Rumble’s business provided by Rumble and presented to the CF VI Board, the factors considered by the CF VI Board included, but were not limited to, the following:

•        Rumble’s Expanding User Base and Engagement.    Rumble’s year over year average monthly active users (“MAUs”) has increased from 1.6 million MAUs in the third quarter of 2020 to 36.2 million MAUs in the third quarter of 2021, with a third quarter of 2021 peak of 44 million MAUs in

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August 2021. In addition, Rumble’s user engagement increased year over year, based on Rumble’s estimates, from 0.2 billion minutes watched per month in the third quarter of 2020 to 7.9 billion minutes watched per month in the third quarter of 2021. Rumble expects its MAUs and user engagement to continue to increase as it expands its business plan and brings more content creators onto its platform.

•        Rumble’s Differentiated Platform.    Rumble maintains a neutral platform where it does not censor its content creators, so long as such content creators comply with its terms of service as described elsewhere in this proxy statement/prospectus. Rumble believes this approach stands opposite to the approaches of its competitors. Rumble believes that its content-neutral policy, together with the proceeds of the Business Combination, will allow it to attract additional content creators in different verticals that will lead to additional increases in its MAUs and user engagement.

•        Rumble’s Existing Operations.    Rumble has built a successful platform that has attracted a large user base. Rumble also has a cost-effective revenue share model that compensates its content creators based on performance. Rumble is also creating its own technological infrastructure to ensure its independence from other technology companies.

•        Rumble’s Business Plan.    Rumble’s business plan is to capitalize on content creator dissatisfaction with existing large social media platforms that are perceived as being biased toward certain content or that otherwise restrict content. Through this dissatisfaction, Rumble also plans to attract content creators in various verticals that will increase its MAUs and user engagement. Rumble also plans to create its own direct advertising network and engage in other ancillary businesses that will increase its revenues.

•        Growth Potential of Rumble’s Business.    Rumble’s revenues have the potential to accelerate rapidly as it develops its business plan and expands its offerings with the proceeds from the Business Combination. Rumble plans to both grow its user base and expand its average revenue per user.

•        Large and Growing Use of Different Platforms for Viewing Videos.    The market for video on demand and video consumption is growing in both the United States and internationally. This increasing potential user engagement enables providers of video on demand and video consumption platforms, including Rumble, to capitalize on significant revenue opportunities.

•        Attractive Valuation.    The CF VI Board’s determination that if Rumble is successful in achieving its goals and expanding its service offerings, increasing its content creator and user base and increasing its average revenue per user, CF VI Stockholders will have acquired their shares in the Combined Entity at an attractive valuation based on the valuation of video distribution, social media and other high growth technology companies. For more, see “The Business Combination Proposal — Certain Forecasted Information for Rumble.”

•        Continuity of Rumble’s Management Team.    Following completion of the Business Combination, the Combined Entity will be led by the same senior management team that led Rumble prior to the Business Combination, which management team has built Rumble from inception and positioned it as a potential leader in the video distribution and social media industry. This management team, who have executed, or will execute at closing of the Business Combination, employment agreements or other restrictive covenant agreements with Rumble, will also be significant shareholders of the Combined Entity and accordingly will be incentivized to remain with Rumble and help Rumble achieve its business plan.

•        Terms and Conditions of the Business Combination Agreement.    The terms and conditions of the Business Combination Agreement and the Business Combination, were, in the opinion of the CF VI Board, the product of arm’s-length negotiations between the parties.

•        Continued Ownership by Rumble Shareholders.    The CF VI Board considered that (i) Rumble Shareholders are converting substantially all of their equity into the Combined Entity, (ii) that Rumble Shareholders will be significant shareholders of the Combined Entity after Closing, and (iii) Rumble Shareholders holding more than 95% of Rumble Shares are entering into Lock-Up Agreements.

•        Additional Investments.    The CF VI Board considered the fact that PIPE Investors agreed to invest $100 million in the aggregate in the Combined Entity at the Closing (including the Sponsor’s $15 million Forward Purchase Investment and additional investments by the Sponsor and a number of officers and employees of Cantor and its affiliates (and family members of such persons)).

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•        Rumble Being an Attractive Target.    The CF VI Board considered the fact that Rumble (i) is of a sufficient size relevant to the public marketplace, (ii) is engaged in a business with significant demand in both the United States and internationally, and (iii) would benefit from the consummation of the Business Combination by becoming a public company and receiving the net proceeds of the Business Combination, which the CF VI Board believed would allow Rumble to accelerate its business plan and improve Rumble’s ability to maximize its future revenues.

In the course of its deliberations, in addition to the various other risks associated with the business of Rumble, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus, the CF VI Board also considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including the following:

•        Macroeconomic Risks Generally.    Macroeconomic uncertainty, including the potential impact of the COVID-19 pandemic, and the effects they could have on the Combined Entity’s revenues and financial performance.

•        Structure and Competition in the Video Distribution and Social Media Industry.    The video distribution and social media industry is led by a small number of very large and well capitalized companies. While a few new companies have entered this industry in recent years and achieved success, the industry is filled with companies that have failed to achieve their desired goals as the ability to significantly grow market share or become profitable can be severely challenging. While Rumble believes it has a significant opportunity to take market share from its competitors, there is no guarantee that it will be successful and it may face significant competition as its user base grows. In addition, Rumble’s largest competitor is a part of one of the largest companies in the world that benefits from integrating numerous services to its customers. Rumble may be unable to achieve the benefits of similar integration.

•        Large and Growing Use of Different Platforms for Viewing Videos.    While the market for video on demand and video consumption is growing in both the United States and internationally, Rumble is not currently generating significant revenues from its user engagement and there is a risk that Rumble will be unable to monetize its user engagement at the level it expects or at all.

•        Risks in Rumble’s Business Plan.    Rumble’s business plan relies on substantial growth of its user base and adoption of its technology by customers, which may not be achieved on its projected timeline or at all, which would negatively impact Rumble’s ability to successfully meet its objectives. In addition, Rumble is pursuing litigation against Google and there is a risk that, even if the litigation is successful, Google could take actions that could have negative ramifications for Rumble’s business. While Rumble is creating its own technological infrastructure to ensure its independence from other technology companies, any such actions from Google could still make it harder for Rumble to achieve its business plan.

•        Business Plan and Projections May Not be Achieved.    The risk that Rumble may not be able to execute on its business plan on time or at all, and realize the increase in its monthly revenue per user which would lead to it exceeding its valuation provided in the Business Combination. In addition, Rumble has historically had a very small number of employees. In order to expand its operations and achieve its business plan, Rumble will be required to hire a significant number of new employees in multiple jurisdictions in a short period of time, which carries risks including, among other things, operational issues, integration and coordination challenges across multiple geographies and ability to source employees that meet Rumble’s expectations.

•        Rumble’s IT Infrastructure.    Historically, Rumble has invested comparatively less capital in its business infrastructure as compared to its competitors and accordingly, its IT infrastructure is likely less developed than that of its competitors. As Rumble increases its footprint in the marketplace, it may become subject to increased cyber-attacks and other difficulties, which could materially impact its financial performance. Rumble will need to make substantial investments into its IT infrastructure to, among other things, better protect itself from potential cyber-attacks such as malware, viruses, ransomware attacks, denial of service attacks, phishing schemes, and other attempts to harm it or its systems.

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•        Potential Losses Due to Rumble Content.    Rumble maintains a content neutral platform. Subject to its terms of service, Rumble does not refuse or remove content on the basis of viewpoint. This neutrality may lead to users uploading content that predominantly represents certain political viewpoints, thereby leading to an inaccurate public perception that Rumble endorses those viewpoints. Therefore, Rumble may face litigation or its business and operations may otherwise be adversely impacted.

•        Risks Related to Use of “Open Source” Software.    Rumble relies on “open source” software. The use and distribution of open source software may entail greater risk than the use of third-party commercial software as open source licensors generally do not provide protections regarding infringement claims or the quality of the code. To the extent that Rumble depends upon the successful operation of the open source software it uses, any undetected errors or defects in this open source software could impair Rumble’s functionality, delay new solution introductions, result in a failure of its platform, and injure its reputation. For example, undetected errors or defects in open source software could render Rumble vulnerable to breaches or security attacks, and, in conjunction, make its systems more vulnerable to data breaches. Furthermore, some open source licenses contain requirements that Rumble make available source code for modifications or derivative works Rumble creates based upon the type of open source software Rumble uses. If Rumble combines its proprietary software with open source software in a specific manner, it could, under some open source licenses, be required to release the source code of its proprietary software to the public. This would allow Rumble competitors to create similar solutions with lower development effort.

•        Rumble’s Data Privacy.    Rumble will need to significantly expand its IT and compliance resources to ensure compliance with all IT and data privacy laws. A failure to be in compliance with all IT and data privacy laws could subject it to large potential fines and other litigation.

•        Rumble’s Relationship with Cosmic.    Cosmic provides content editing and moderation services to Rumble and is owned and controlled by Rumble’s founder and CEO, Christopher Pavlovski, and Ryan Milnes, who owns a significant number of Rumble Shares. As a result, the terms on which Cosmic provides such services to Rumble, as further described in the section entitled “Certain Relationships and Related Person Transactions — Rumble — Cosmic Agreements,” may not be equivalent to the terms on which a third-party would provide such services, or such services may not be provided by Cosmic in a manner equivalent to the manner in which a third-party would provide such services. In addition, given Rumble’s significant reliance on Cosmic to provide content moderation services, if Cosmic is not properly moderating content posted to Rumble, Rumble could be exposed to additional liability as described in “Potential Losses Due to Rumble’s Content” above.

•        Patent and Other IP Risks.    Rumble could be subject to litigation from patent holders alleging that its platform violates their patents and could be required to recreate its platform or open up its software to public use, all at substantial cost and delay.

•        Management Team.    Rumble’s executives operate in different countries, and different jurisdictions within those countries, each with different legal frameworks, which different legal frameworks may or may not be in the best interest of Rumble and which may impact the enforceability of restrictive covenants.

•        Readiness to be a Public Company.    As Rumble has not previously been a public company and its senior executives have not previously been senior executives of a public company, Rumble may not have all the different types of employees necessary for it to timely and accurately prepare financial statements and reports for filing with the SEC. Rumble will be required to significantly expand its financial operations and there is a risk that Rumble will not be able to hire the right people to fill in these gaps by the time of the Closing or that additional issues could arise after the Closing due to its failure to have hired these people in advance of Closing. In addition, as Rumble increases its presence into additional countries, its compliance infrastructure more generally may not be able to keep pace with the increased compliance risks presented by rapid growth.

•        Dilution from Shares of Common Stock to be Issued in the Future.    Pursuant to the Business Combination Agreement, the Rumble Shareholders will be issued the Forfeiture Escrow Shares at Closing. Upon achievement of the earnout milestones, these shares will be earned by the Rumble

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Shareholders and, after expiration of the applicable lock-up period, will be unrestricted and available to be sold, which could have a negative impact on the Combined Entity’s stock price. In addition, pursuant to the Stock Incentive Plan, shares of Common Stock equal to ten percent (10%) of the number of Combined Entity shares outstanding upon Closing (calculated on a fully-diluted basis but excluding the shares issued to Rumble Shareholders that are subject to forfeiture) will be available for issuance to directors, officers and employees of the Combined Entity and its subsidiaries after Closing, subject to an evergreen of 5% for ten years. In addition, upon achievement of either of the earn-out conditions, the number of shares included in the Stock Incentive Plan will be increased by ten percent (10%) of the shares that vest upon achievement of each such condition (including 10% of all Tandem Option Earnout Shares (assuming for this purpose, each Exchanged Company Option has been exercised in full prior to the achievement of such condition)).

•        Shares Available for Sale / Lock-Ups.    The Class A Common Stock issued to the PIPE Investors are not subject to any lock-up and 1,500,000 of the Forward Purchase Shares issued to the Sponsor are subject to a 30 day lock-up. The Combined Entity is required to register such shares of Class A Common Stock promptly after Closing. At least 95% of the shares of Common Stock issued to Rumble Shareholders will be subject to a 12-month lock-up and the shares of Class A Common Stock held by the Sponsor immediately upon Closing (other than 1,500,000 of the Forward Purchase Shares and the PIPE Shares purchased by the Sponsor) will be subject to a 12-month lock-up (in each case subject to early release as described herein). Upon the expiration of any such lock-up and, if applicable, upon the registration of such shares of Class A Common Stock, a substantial number of shares of Class A Common Stock may become available for sale, which could have a negative impact on the Combined Entity’s stock price.

•        No Fairness Opinion.    CF VI did not obtain a fairness opinion (or any similar report or appraisal) in connection with the Business Combination.

•        Liquidation.    The risks and costs to CF VI if the Business Combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in CF VI being unable to effect a business combination within the completion window which would require CF VI to liquidate.

•        CF VI Stockholder Vote and Other Actions.    CF VI Stockholders may object to and challenge the Business Combination and take action that may prevent or delay the Closing, including to vote down the Proposals at the Special Meeting or redeem their shares of CF VI Class A Common Stock.

•        Closing Conditions.    Completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within CF VI’s control.

•        CF VI Stockholders Holding a Minority Position in the Combined Entity.    Existing CF VI Stockholders will hold a minority position in the Combined Entity following completion of the Business Combination, with existing CF VI Stockholders (excluding the Sponsor and PIPE Investors) owning approximately 14.8% of the Combined Entity after Closing, assuming that no shares of Class A Common Stock are redeemed by CF VI Stockholders and excluding any shares issuable upon exercise of options and/or warrants.

•        Control of the Combined Entity by Rumble’s Chief Executive Officer.    Rumble’s founder and Chief Executive Officer, Christopher Pavlovski, is purchasing shares of Class D Common Stock at Closing, which shares will provide Mr. Pavlovski with a number of votes, together with any shares of Class A Common Stock and Class C Common Stock held by him as of Closing, such that he will have 85% of the voting rights of the Combined Entity upon Closing. So long as Mr. Pavlovski or his affiliates hold these shares, Mr. Pavlovski will control the Combined Entity and make all decisions with respect to the operations of the Combined Entity.

•        Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•        Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

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•        Redemptions.    The risk that holders of CF VI Public Shares would exercise their redemption rights, thereby depleting the amount of cash available in the Trust Account.

•        Trading Exchange Listing.    The potential inability to maintain the listing of the Combined Entity’s securities on the Trading Market following the Closing.

•        Valuation.    The risk that the CF VI Board may not have properly valued Rumble’s business.

•        Distraction to Operations.    The risk that the potential diversion of Rumble’s management and employee attention as a result of the Business Combination may adversely affect Rumble’s operations.

In addition to considering the factors described above, the CF VI Board also considered that:

•        Interests of Certain Persons.    The Sponsor and certain officers and directors of CF VI (and certain of their family members) may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of CF VI Stockholders (see section entitled “The Business Combination Proposal — Interests of the Sponsor and CF VI’s Officers and Directors in the Business Combination”). CF VI’s independent directors on the CF VI Audit Committee reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the CF VI Audit Committee, the Business Combination Agreement and the transactions contemplated therein.

After considering the foregoing, the CF VI Board concluded, in its business judgment, that the potential benefits to CF VI and its stockholders relating to the Business Combination outweighed the potentially negative factors and risks relating to the Business Combination.

Organizational Structure

The following diagram illustrates the transaction structure of the Business Combination and the organizational structure of the parties thereto prior to the Closing.

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The following diagram illustrates the organizational structure of the Combined Entity upon consummation of the Business Combination.

Date, Time and Place of Special Meeting

The Special Meeting will be held at 10:00 a.m., Eastern Time, on Thursday, September 15, 2022, as a virtual meeting. The meeting will be held virtually over the Internet by means of a live webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at https://www.cstproxy.com/cfacquisitioncorpvi/2022.

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Record Date; Outstanding Shares of CF VI Common Stock and CF VI Warrants; CF VI Stockholders and CF VI Warrant Holders Entitled to Vote

CF VI has fixed the close of business on July 25, 2022, as the Record Date for determining the CF VI Stockholders entitled to notice of and to attend and vote at the Special Meeting.

As of the close of business on the Record Date there were 38,200,000 shares of CF VI Common Stock outstanding and entitled to vote, consisting of 30,700,000 shares of CF VI Class A Common Stock (further consisting of 30,000,000 CF VI Public Shares and 700,000 CF VI Placement Shares) and 7,500,000 shares of CF VI Class B Common Stock, and 7,675,000 CF VI Warrants, consisting of 7,500,000 CF VI Public Warrants and 175,000 CF VI Placement Warrants.

Each share of CF VI Common Stock is entitled to one vote per share at the Special Meeting. CF VI Warrants have no voting rights at the Special Meeting. The Sponsor and CF VI’s officers and directors own an aggregate of 8,200,000 shares of CF VI Common Stock entitled to vote at the Special Meeting.

Quorum and Required Vote for CF VI Stockholder Proposals

A quorum of CF VI Stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the shares of CF VI Common Stock issued and outstanding and entitled to vote at the Special Meeting is present via the virtual meeting platform or represented by proxy at the Special Meeting. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

The approval of the Business Combination Proposal and the Charter Amendment Proposals requires the affirmative vote of a majority of the issued and outstanding shares of CF VI Common Stock as of the Record Date. Accordingly, a CF VI Stockholder’s failure to vote by proxy or to vote at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Amendment Proposals.

The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the shares of CF VI Common Stock present via the virtual meeting platform or represented by proxy and voted thereon at the Special Meeting. The approval of the Nasdaq Proposals, the Stock Incentive Plan Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of CF VI Common Stock present via the virtual meeting platform or represented by proxy and voted thereon at the Special Meeting. A CF VI Stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention will have no effect on the outcome of the vote on the Director Election Proposal, the Nasdaq Proposals, the Stock Incentive Plan Proposal or the Adjournment Proposal.

The Director Election Proposal, the Nasdaq Proposals, the Stock Incentive Plan Proposal and the Charter Amendment Proposals are subject to and conditioned on the approval of the Business Combination Proposal. Unless the Business Combination Proposal is approved, the Director Election Proposal, the Nasdaq Proposals, the Stock Incentive Plan Proposal and the Charter Amendment Proposals will not be presented to the CF VI Stockholders at the Special Meeting. The Business Combination Proposal is also subject to and conditioned on the approval of the Director Election Proposal, the Nasdaq Proposals, the Stock Incentive Plan Proposal and the Charter Amendment Proposals. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal or any of the other Proposals (except for the Adjournment Proposal) does not receive the requisite vote for approval, we will not then consummate the Business Combination. If CF VI does not consummate the Business Combination and fails to complete an initial business combination by February 23, 2023 (or a later date approved by CF VI Stockholders pursuant to the CF VI Charter), CF VI will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to its public stockholders in accordance with the CF VI Charter, subject to payment of CF VI’s tax obligations and up to $100,000 of dissolution expenses.

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Proxy Solicitation

Proxies may be solicited by telephone, by facsimile, by mail, on the Internet or in person. CF VI has engaged Morrow to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares via the virtual meeting platform if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section titled “Special Meeting of CF VI Stockholders — Revoking Your Proxy.”

Redemption Rights

Under the CF VI Charter, holders of CF VI Class A Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two (2) business days prior to the Closing, including interest (which interest shall be net of taxes payable), by (b) the total number of the then issued and outstanding shares of CF VI Class A Common Stock; provided that CF VI will not redeem any CF VI Public Shares to the extent that such redemption would result in CF VI having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. As of June 30, 2022, this would have amounted to approximately $10.01 per share. Holders of CF VI Class A Common Stock on or before September 13, 2022 (two business before the Special Meeting) may exercise redemption rights whether or not they are holders as of the Record Date and whether or not such shares are voted at the Special Meeting. However, under the CF VI Charter, in connection with an initial business combination, a CF VI public stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert of as a “group” (as defined under Section 13(d)(3) of the Exchange Act), is restricted from seeking redemption rights with respect to more than 15% of the CF VI Public Shares.

If a holder exercises its redemption rights, then such holder will be exchanging its shares of CF VI Class A Common Stock for cash and will no longer own shares of Class A Common Stock. Such a holder will be entitled to receive cash for its CF VI Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to CF VI’s transfer agent in accordance with the procedures described herein. See the section titled “Special Meeting of CF VI Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash. A stockholder holding both CF VI Public Shares and CF VI Public Warrants may redeem its CF VI Public Shares but retain the CF VI Public Warrants.

In connection with the IPO, the Sponsor and CF VI’s officers and directors agreed to waive any redemption rights with respect to any shares of CF VI Common Stock held by them in connection with the completion of the Business Combination. Such waivers are standard in transactions of this type and the Sponsor and CF VI’s officers and directors did not receive separate consideration for the waiver.

Interests of the Sponsor and CF VI’s Officers and Directors in the Business Combination

When you consider the recommendation of the CF VI Board in favor of approval of the Business Combination Proposal and the other Proposals, you should keep in mind that the Sponsor and CF VI’s officers and directors have interests in the Business Combination that are different from or in addition to (and may conflict with), your interests as a CF VI Stockholder. These interests include:

•        the CF VI Charter provides that the doctrine of corporate opportunity will not apply with respect to any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have, except as set forth in the CF VI Charter. In the course of their other business activities, CF VI’s officers and directors may have, or may become, aware of other investment and business opportunities which may be appropriate for presentation to CF VI as well as the other entities with which they are affiliated. CF VI’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any pre-existing fiduciary obligation will be presented the opportunity before CF VI is presented with it. CF VI does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target;

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•        unless CF VI consummates an initial business combination, the Sponsor (and CF VI’s officers and directors) will not receive reimbursement for any out-of-pocket expenses incurred by them on behalf of CF VI, to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account (which such unreimbursed expenses amounted to $189,662 as of June 30, 2022, all of which were repaid to the Sponsor on July 1, 2022);

•        the fact that the Sponsor has made outstanding loans to CF VI in the aggregate amount of $2,173,353 as of June 30, 2022 (which consists of $1,750,000 outstanding under the Sponsor Loan and $423,353 outstanding under the Working Capital Loans), which amount CF VI will be unable to repay to the Sponsor to the extent that the amount of such loans exceeds the amount of available proceeds not deposited in the Trust Account if an initial business combination is not completed;

•        the 700,000 CF VI Placement Units (comprised of 700,000 CF VI Placement Shares and 175,000 CF VI Placement Warrants) purchased by the Sponsor for $7.0 million will be worthless if a business combination is not consummated;

•        the Sponsor has agreed that the 700,000 CF VI Placement Units, and the underlying 700,000 CF VI Placement Shares and 175,000 CF VI Placement Warrants, will not be sold or transferred by it until 30 days after CF VI has completed a business combination, subject to limited exceptions;

•        the fact that the Sponsor paid $25,000, or approximately $0.001 per share, for the Founder Shares (of which it currently holds 7,480,000), which such Founder Shares, if unrestricted and freely tradeable, would be valued at approximately $74.9 million, based on the closing price of CF VI Class A Common Stock on August 9, 2022, and that such shares will be worthless if a business combination is not consummated and that the Sponsor and its affiliates can earn a positive rate of return on their investment even if CF VI’s public stockholders experience a negative return following the consummation of the Business Combination;

•        the fact that the Sponsor has agreed not to redeem any of the Founder Shares or CF VI Placement Shares in connection with a stockholder vote to approve a proposed initial business combination;

•        if CF VI does not complete an initial business combination by February 23, 2023 (or a later date approved by CF VI Stockholders pursuant to the CF VI Charter), the proceeds from the sale of the CF VI Placement Units of $7.0 million will be included in the liquidating distribution to CF VI’s public stockholders and the CF VI Placement Warrants will expire worthless;

•        the fact that upon completion of the Business Combination, a business combination marketing fee of $10.5 million, $15.0 million of M&A advisory fees (which may be reduced if the CF VI Transaction Expenses exceed the CF VI Transaction Expenses Cap, as further described in “Certain Relationships and Related Party Transactions — CF VI — Engagement Letters”), and approximately $1.7 million of placement agent fees will be payable to CF&Co., an affiliate of CF VI and the Sponsor;

•        if the Trust Account is liquidated, including in the event CF VI is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify CF VI to ensure that the proceeds in the Trust Account are not reduced below $10.00 per CF VI Public Share by the claims of prospective target businesses with which CF VI has entered into an acquisition agreement or claims of any third-party for services rendered or products sold to CF VI, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the fact that the Sponsor has agreed to invest $7.59 million in the PIPE Investment and a number of officers and employees of Cantor and its affiliates (and family members of such persons) have agreed to invest approximately $15.68 million in the PIPE Investment (which investments are on the same terms as the other PIPE Investors);

•        the fact that in connection with the IPO, the Sponsor agreed, upon the closing of CF VI’s initial business combination, to invest $15.0 million in exchange for the Forward Purchase Securities (comprised of 1,875,000 shares of Class A Common Stock and 375,000 Warrants), which (assuming a $10.00 share price and a warrant price of $0.99, which was the closing price of a CF VI Warrant on the day prior to announcement of the Business Combination) would represent a discount of approximately 21.5% to the price being paid by the PIPE Investors for the PIPE Shares being issued;

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•        the fact that two of CF VI’s independent directors own an aggregate of 20,000 Founder Shares that were transferred by the Sponsor at no cost, which if unrestricted and freely tradeable would be valued at $200,400, based on the closing price of CF VI Class A Common Stock on August 9, 2022, and that such shares will be worthless if a business combination is not consummated; and

•        the fact that CF VI’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the business combination and pursuant to the Business Combination Agreement.

Other than arising out of the proposed Business Combination and related transactions, none of CF VI, the Sponsor, or their respective affiliates has ever had, or currently has, any interest in, or affiliation with, Rumble. The existence of the differing, additional and/or conflicting interests described above may have influenced the decision of CF VI’s officers and directors to enter into the Business Combination Agreement and CF VI’s directors in making their recommendation that you vote in favor of the approval of the Business Combination. In particular, the existence of the interests described above may incentivize CF VI’s officers and directors to complete an initial business combination, even if on terms less favorable to CF VI Stockholders compared to liquidating CF VI, because, among other things, if CF VI is liquidated without completing an initial business combination, the Sponsor’s Founder Shares and CF VI Placement Units and the CF VI independent directors’ Founder Shares would be worthless (which, if unrestricted and freely tradable, would be worth an aggregate of approximately $82.4 million based on the closing price of CF VI Class A Common Stock and CF VI Units on August 9, 2022), out-of-pocket expenses advanced by the Sponsor and loans made by the Sponsor to CF VI would not be repaid to the extent such amounts exceed cash held by CF VI outside of the Trust Account (which such expenses and loans, as of May 31, 2022, amounted to $2,124,331), and CF&Co. would not receive the business combination marketing fee of $10.5 million, the M&A advisory fee of $15.0 million (which may be reduced, as further described in “Certain Relationships and Related Party Transactions — CF VI — Engagement Letters”) and the placement agent fees amounting to approximately $1.7 million (equal to up to approximately $27.2 million, in the aggregate). Upon completion of the Business Combination, it is not anticipated that any persons associated with CF VI will be employed by or provide services to the Combined Entity, and there have been no conversations regarding the same. As of the date of this proxy statement/prospectus, there is no formal or informal agreement for CF&Co. to be retained by the Combined Entity after Closing.

CF VI’s management determined that, in light of the potential conflicting interests described above with respect to the Sponsor and its affiliates, the independent directors of CF VI should separately review and consider the potential conflicts of interest with respect to the Sponsor and its affiliates arising out of the proposed business combination and the proposed terms in respect thereof. Accordingly, CF VI’s independent directors on the CF VI Audit Committee reviewed and considered such interests and, after taking into account the factors they deemed applicable (including the potential conflicting interests), unanimously approved the Business Combination Agreement and the transactions contemplated therein.

Interests of Rumble’s Officers and Directors in the Business Combination

When you consider the recommendation of the CF VI Board in favor of Business Combination Proposal, you should keep in mind that Rumble’s directors and officers have interests in such proposal that are different from, or in addition to those of CF VI Stockholders generally. These interests include, among other things, the interests listed below:

•        Certain officers of Rumble are expected to become officers of the Combined Entity upon the consummation of the Business Combination. Specifically, the following individuals who are currently officers of Rumble are expected to become officers of the Combined Entity upon the consummation of the Business Combination, serving in the offices set forth opposite their names below:

Name

  

Position

Chris Pavlovski

  

Founder and Chief Executive Officer

Wojciech Hlibowicki

  

Chief Technology Officer

Brandon Alexandroff

  

Chief Financial Officer

Tyler Hughes

  

Chief Operating Officer

Michael Ellis

  

General Counsel and Corporate Secretary

Claudio Ramolo

  

Chief Content Officer

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In addition, the following individuals who are currently members of the Rumble Board are expected to become members of the Combined Entity Board upon the consummation of the Business Combination: Chris Pavlovski, Ryan Milnes, Robert Arsov, Paul Cappuccio and Ethan Fallang.

•        Certain members of the Rumble Board and the officers of Rumble beneficially own, directly or indirectly, Rumble Shares, and will be entitled to receive a portion of the consideration contemplated by the Business Combination Agreement upon the consummation of the Business Combination. See the section entitled “Beneficial Ownership of Securities” for a further discussion of the equity interests of Rumble’s directors and officers in the Business Combination.

•        Certain members of the Rumble Board and officers of Rumble beneficially own Rumble Options, which options will be substituted for Exchanged Rumble Options. The treatment of the Rumble Options in connection with the Business Combination is described in greater detail in the section entitled “The Business Combination Proposal — Conversion/Exchange of Securities,” which description is incorporated by reference herein.

•        Concurrently with the execution of the Business Combination Agreement, CF VI entered into the Share Repurchase Agreement with Mr. Pavlovski, pursuant to which CF VI agreed to repurchase from Mr. Pavlovski, upon the Closing, 1.1 million ExchangeCo Exchangeable Shares for $10.00 per share and redeem a corresponding number of shares of Class C Common Stock for nominal par value per share, for a total purchase price of $11.0 million. The closing of the share repurchase is contingent upon (and will take place immediately following) the Closing. For more information regarding the share repurchase, see “The Business Combination Proposal — Background of the Business Combination.”

•        Upon consummation of the Business Combination, the Combined Entity will enter into an employment agreement with Mr. Pavlovski, which will be immediately effective. Pursuant to such employment agreement, Mr. Pavlovski will receive an initial grant of 1.1 million restricted shares of Class A Common Stock under the Stock Incentive Plan, which will vest in substantially equal annual installments for three years following the Closing, subject to Mr. Pavlovski’s continued employment through each vesting date. For a summary of such employment agreement and restricted share grant see “— Key Compensation Actions in 2022 — Pavlovski Employment Agreement.”

•        Mr. Pavlovski is purchasing shares of Class D Common Stock at Closing, which shares will provide Mr. Pavlovski with a number of votes, together with any shares of Class A Common Stock and Class C Common Stock held by him as of Closing, such that he will have 85% of the voting power of the Combined Entity upon Closing. So long as Mr. Pavlovski or his affiliates hold these shares, Mr. Pavlovski will be able to effectively control matters submitted to the Combined Entity’s stockholders for approval, including the election of directors, amendments of the Combined Entity’s organizational documents and any merger, consolidation or sale of all or substantially all of the Combined Entity’s assets.

Recommendation to CF VI Stockholders

The CF VI Board believes that the Proposals to be presented at the Special Meeting are in the best interests of CF VI and its stockholders and unanimously recommends that the CF VI Stockholders vote “FOR” each of the Proposals.

For more information about the CF VI Board’s recommendation and the proposals, see the sections titled “Special Meeting of CF VI Stockholders — Recommendation of the CF VI Board” beginning on page 109 and “The Business Combination Proposal — CF VI Board’s Reasons for the Approval of the Business Combination” beginning on page 137.

Appraisal/Dissenters’ Rights

CF VI Stockholders do not have appraisal rights in connection with the Proposals, including the Business Combination Proposal.

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Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination, calculated as of June 30, 2022. The tables below reflect the “no redemption”, “intermediate redemption” and “maximum redemption” scenarios described in the section entitled “Questions and Answers About the Proposals — What equity stake will holders of CF VI Public Shares, holders of Rumble Shares, the Sponsor Related Parties and Other Holders of Founder Shares, and the PIPE Investors hold in the Combined Entity upon completion of the Business Combination?”

Assuming No Redemptions

Sources (in millions)

  

Uses (in millions)

Cash and investments held in the Trust Account

  

$

300.3

  

Transaction expenses

  

$

55.0

PIPE Investment

  

$

85.0

  

Cash to Balance Sheet

  

$

345.3

Forward Purchase Investment

  

$

15.0

      

 

 

Total Sources

  

$

400.3

  

Total Uses

  

$

400.3

Assuming Intermediate Redemptions

Sources (in millions)

  

Uses (in millions)

Cash and investments held in the Trust Account

  

$

300.3

  

Transaction expenses

  

$

55.0

PIPE Investment

  

$

85.0

  

Redemptions

  

$

137.6

Forward Purchase Investment

  

$

15.0

  

Cash to Balance Sheet

  

$

207.7 

Total Sources

  

$

400.3

  

Total Uses

  

$

400.3

Assuming Maximum Redemptions

Sources (in millions)

  

Uses (in millions)

Cash and investments held in the Trust Account

  

$

300.3

  

Transaction expenses

  

$

55.0

PIPE Investment

  

$

85.0

  

Redemptions

  

$

275.3

Forward Purchase Investment

  

$

15.0

  

Cash to Balance Sheet

  

$

70.0 

Total Sources

  

$

400.3

  

Total Uses

  

$

400.3

Expected Accounting Treatment of the Business Combination

The Business Combination will be accounted for as a reverse capitalization in accordance with GAAP. Under this method of accounting, CF VI will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the Rumble Shareholders comprising a relative majority of the voting power of the Combined Entity and having the ability to nominate the majority of the governing body of the Combined Entity, Rumble’s senior management comprising the senior management of the Combined Entity and Rumble operations comprising the ongoing operations of the Combined Entity. Accordingly, for accounting purposes, the financial statements of the Combined Entity will represent a continuation of the financial statements of Rumble with the Business Combination treated as the equivalent of Rumble issuing stock for the net assets of CF VI, accompanied by a recapitalization. The net assets of CF VI will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be presented as those of Rumble in future reports of the Combined Entity.

Regulatory Approvals

The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any additional regulatory requirement or approval, except for (i) filings with the State of Delaware, (ii) filings required with the SEC pursuant to the reporting requirements applicable to CF VI, and the requirements of the Securities Act and the Exchange Act to disseminate this proxy statement/prospectus to CF VI Stockholders, and (iii) filings required under the HSR Act in connection with the Business Combination and the expiration or termination of any applicable waiting period, or any extension thereof, under the HSR Act.

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Under the HSR Act and the rules and regulations promulgated thereunder by the FTC, the Business Combination cannot be consummated until notifications have been given and certain information has been furnished to the FTC and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), and certain waiting period requirements have been satisfied. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30 calendar-day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. The parties each filed their respective Pre-Merger Notification and Report Form pursuant to the HSR Act with the Antitrust Division and the FTC on December 29, 2021, and the waiting period expired on January 28, 2022.

Court Approvals

An arrangement under the OBCA requires Court approval. Under the Business Combination Agreement, no later than three (3) business days after the date the registration statement, of which this proxy statement/prospectus forms a part, is declared effective by the SEC, Rumble shall apply in a manner reasonably acceptable to CF VI pursuant to Section 182 of the OBCA and, in cooperation with CF VI, shall prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall provide, among other things, for the calling and holding of the Rumble Shareholder Meeting.

Rumble shall also, in consultation with CF VI, take all steps reasonably necessary or desirable to submit the Arrangement to the Court and shall diligently pursue an application for the Final Order pursuant to Section 182 of the OBCA as soon as reasonably practicable, but in any event not later than five (5) business days after the date on which the Rumble Arrangement Resolution is passed at the Rumble Shareholder Meeting as provided for in the Interim Order.

At the hearing in respect of the Final Order, the Court will decide whether to approve the Arrangement. The Court has broad discretion under the OBCA when making orders with respect to the Arrangement and the Court, in hearing the application for the Final Order, will consider, among other things, the fairness and reasonableness of the Arrangement to Rumble Shareholders and any other affected party as the Court determines appropriate, both from a substantive and a procedural point of view. The Court may approve the Arrangement, either as proposed or as amended, in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court thinks fit.

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SUMMARY RISK FACTORS

In evaluating the proposals to be presented at the Special Meeting, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

Some of the risks related to Rumble’s business are summarized below. References in the summary below to “we,” “us,” “our” and “the Company” generally refer to Rumble.

Risks related to Rumble and the Business Combination

•        Rumble’s limited operating history makes it difficult to evaluate its business and prospects.

•        Rumble’s recent and rapid growth may not be indicative of future performance.

•        Rumble may not continue to grow or maintain its active user base, and may not be able to achieve or maintain profitability.

•        If Rumble combines with CF VI then, concurrent with the Business Combination, it will become subject to risks affecting CF VI’s business.

•        Rumble collects, stores, and processes large amounts of user video content and personal information of its users and subscribers. If Rumble’s security measures are breached, its sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing its content or using its services, its business and operating results could be harmed, and it could face legal claims from users and subscribers.

•        Rumble may fail to comply with applicable privacy laws.

•        Rumble is subject to cybersecurity risks and interruptions or failures in Rumble’s information technology systems and as it grows and gains recognition, it will likely need to expend additional resources to enhance its protection from such risks. Notwithstanding Rumble’s efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss.

•        Rumble may be found to have infringed on the intellectual property of others, which could expose Rumble to substantial losses or restrict its operations.

•        Rumble 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.

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

•        Rumble’s 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 it does not control.

•        Rumble’s business depends on continued and unimpeded access to its content and services on the Internet. If Rumble or those who engage with its content experience disruptions in Internet service, or if Internet service providers are able to block, degrade or charge for access to Rumble’s content and services, Rumble could incur additional expenses and the loss of traffic and advertisers.

•        Rumble faces significant market competition, and if Rumble is unable to compete effectively with its competitors for traffic and advertising spend, its business and operating results could be harmed.

•        Changes to Rumble’s existing content and services could fail to attract traffic and advertisers or fail to generate revenue.

•        Rumble depends on third-party vendors, including Internet service providers, advertising networks, and data centers, to provide core services.

•        Hosting and delivery costs may increase unexpectedly.

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•        Changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities may adversely impact Rumble’s financial results.

•        Compliance obligations imposed by new privacy laws, laws regulating social media platforms and online speech in the U.S. and Canada, or industry practices may adversely affect Rumble’s business.

•        The novel coronavirus that causes the disease known as COVID-19 has caused a global health crisis that has caused significant economic and social disruption, and its impact on Rumble’s business is uncertain.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF RUMBLE

The selected historical consolidated statements of operations data and consolidated statements of cash flows data of Rumble for the three months ended March 31, 2022 and 2021 and the consolidated balance sheet data as of March 31, 2022 are derived from Rumble’s unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. The selected historical consolidated statements of operations data and consolidated statements of cash flows data of Rumble for the years ended December 31, 2021 and 2020, and the historical consolidated balance sheet data as of December 31, 2021 and 2020 are derived from Rumble’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. In Rumble’s management’s opinion, the unaudited interim condensed consolidated financial statements include all adjustments necessary to state fairly Rumble’s financial position as of March 31, 2022 and the results of operations for the three months ended March 31, 2022 and 2021. Rumble’s historical results are not necessarily indicative of the results that may be expected in the future and Rumble’s results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022 or any other period. You should read the following selected historical consolidated financial data together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Rumble” and the consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus.

Statement of Operations Data

 

Three Months Ended 
March 31,
   

2022

  

2021

Consolidated Statement of Operations Data:

  

 

  

 

  

 

  

 

Revenue

  

$

4,044,765

 

  

$

2,332,463

 

Cost of revenues

  

 

3,495,173

 

  

 

1,475,366

 

Gross profit

  

 

549,592

 

  

 

857,097

 

Operating expenses

  

 

  

 

  

 

  

 

General and administrative

  

 

1,429,722

 

  

 

235,227

 

Research and development

  

 

792,332

 

  

 

228,947

 

Sales and marketing

  

 

1,228,386

 

  

 

262,082

 

Finance costs

  

 

810,817

 

  

 

—

 

Foreign exchange loss

  

 

27,577

 

  

 

36,999

 

Depreciation of capital assets

  

 

30,577

 

  

 

—

 

Depreciation of right-of-use assets

  

 

93,688

 

  

 

12,418

 

Amortization of intangible assets

  

 

28,548

 

  

 

—

 

Stock based compensation

  

 

16,986

 

  

 

—

 

Total operating expenses

  

 

4,458,633

 

  

 

775,673

 

Income (loss) from operations

  

 

(3,909,041

)

  

 

81,424

 

Interest income (expense), net

  

 

8,698

 

  

 

(5,622

)

Share of profit of a joint venture

  

 

1,124

 

  

 

—

 

Income (loss) before income tax expense

  

 

(3,899,219

)

  

 

75,802

 

Income tax expense

  

 

(12,975

)

  

 

—

 

Net income (loss)

  

$

(3,912,194

)

  

$

75,802

 

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Statement of Operations Data

 

Year Ended 
December 31,
   

2021

  

2020

Consolidated Statement of Operations Data:

  

 

  

 

  

 

  

 

Revenue

  

$

9,466,363

 

  

$

4,557,553

 
   

 

  

 

  

 

  

 

Expenses

  

 

  

 

  

 

  

 

Cost of revenues, exclusive of depreciation and amortization

  

 

7,198,859

 

  

 

2,713,670

 

General and administrative

  

 

3,036,157

 

  

 

585,760

 

Research and development

  

 

1,622,264

 

  

 

583,707

 

Sales and marketing

  

 

3,524,615

 

  

 

729,393

 

Foreign exchange loss

  

 

7,166

 

  

 

60,132

 

Depreciation of capital assets

  

 

57,402

 

  

 

—

 

Depreciation of right-of-use assets

  

 

95,322

 

  

 

45,261

 

Amortization of intangible assets

  

 

97,013

 

  

 

—

 

Stock based compensation

  

 

1,414,479

 

  

 

1,102,044

 

Total expenses

  

 

17,053,277

 

  

 

5,819,967

 

Loss from operations

  

 

(7,586,914

)

  

 

(1,262,414

)

Interest income (expense), net

  

 

16,443

 

  

 

(3,337

)

Other income

  

 

168,840

 

  

 

7,461

 

Finance costs

  

 

(2,925,499

)

  

 

—

 

Change in fair value of option

  

 

(3,214,286

)

  

 

—

 

Loss before income tax expense

  

 

(13,541,416

)

  

 

(1,258,290

)

Income tax recovery (expense)

  

 

(575

)

  

 

1,604

 

Deferred tax recovery

  

 

128,459

 

  

 

—

 

Net loss

  

$

(13,413,532

)

  

$

(1,256,686

)

Statements of Cash Flow Data

 

Three Months Ended 
March 31,

  

Year ended 
December 31,

2022

  

2021

  

2021

  

2020

Net cash provided/(used) in operating activities

  

$

(3,665,939

)

  

$

251,630

 

  

$

(5,191,671

)

  

$

51,191

 

Net cash provided/(used) in investing activities

  

 

(1,750,949

)

  

 

—

 

  

 

1,579,953

 

  

 

(68,806

)

Net cash provided by/(used) in financing activities

  

 

(51,840

)

  

 

(87,008

)

  

 

49,013,046

 

  

 

(423,517

)

Foreign exchange gain/(loss)

  

 

—

 

  

 

—

 

  

 

—

 

  

 

(119

)

Increase (decrease) in cash and cash equivalents

  

$

(5,468,728

)

  

$

164,622

 

  

$

45,401,328

 

  

$

(441,251

)

Balance Sheet Data

 

  

As of
March 31,
2022

  

As of
December 31,

2021

  

2020

Total assets

  

$

53,767,159

  

$

55,801,181

  

$

2,679,390

 

Total liabilities

  

 

10,505,835

  

 

8,644,649

  

 

3,020,325

 

Temporary Equity

  

 

16,789,203

  

 

16,789,203

  

 

—

 

Total shareholders’ equity/(deficit)

  

$

26,472,121

  

$

30,367,329

  

$

(340,935

)

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SELECTED HISTORICAL FINANCIAL INFORMATION OF CF VI

The following table sets forth selected historical financial information derived from (i) CF VI’s unaudited condensed consolidated financial statements as of March 31, 2022 and for the quarters ended March 31, 2022 and 2021, and (ii) CF VI’s audited consolidated financial statements as of December 31, 2021 and for the year ended December 31, 2021 and for the period from inception (April 17, 2020) through December 31, 2020, included elsewhere in this proxy statement/prospectus. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CF VI” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

Consolidated Balance Sheets

 

March 31,
2022
(Unaudited)

  

December 31,
2021
(Audited)

Cash

  

$

25,000

 

  

$

25,000

 

Cash equivalents held in Trust Account

  

$

300,004,850

 

  

$

300,023,016

 

Total assets

  

$

300,500,589

 

  

$

300,594,647

 

Sponsor Loan – promissory notes

  

$

1,983,691

 

  

$

949,154

 

Total liabilities

  

$

37,418,035

 

  

$

27,430,310

 

Class A common stock subject to possible redemption

  

$

300,000,000

 

  

$

300,000,000

 

Total stockholders’ deficit

  

$

(36,917,446

)

  

$

(26,835,663

)

Condensed Consolidated Statements of Operations (Unaudited)

 

For the Three Months Ended March 31,
   

2022

  

2021

Total expenses

  

$

(656,192

)

  

$

(185,484

)

Interest income on investments held in Trust Account

  

 

7,399

 

  

 

411

 

Change in fair value of warrant liability

  

 

(6,409,393

)

  

 

(198,783

)

Change in fair value of forward purchase securities liability

  

 

(3,038,232

)

  

 

(2,789,394

)

Net loss

  

$

(10,096,418

)

  

$

(3,173,250

)

Weighted average number of shares of common stock outstanding:

  

 

  

 

  

 

  

 

Class A – Public shares

  

 

30,000,000

 

  

 

12,333,333

 

Class A – Private placement

  

 

700,000

 

  

 

287,778

 

Class B – Common stock

  

 

7,500,000

 

  

 

7,500,000

 

Basic and diluted net loss per share of common stock:

  

 

  

 

  

 

  

 

Class A – Public shares

  

$

(0.26

)

  

$

(0.16

)

Class A – Private placement

  

$

(0.26

)

  

$

(0.16

)

Class B – Common stock

  

$

(0.26

)

  

$

(0.16

)

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

For the Three Months Ended March 31,
   

2022

  

2021

Cash Flow Data

  

 

  

 

  

 

  

 

Net cash used in operating activities

  

$

(557,123

)

  

$

—

 

Net cash provided by (used in) investing activities

  

$

25,565

 

  

$

(300,000,000

)

Net cash provided by financing activities

  

$

531,558

 

  

$

300,000,000

 

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial information is being provided to aid you in your analysis of the financial aspects of the Business Combination.

The selected unaudited pro forma condensed combined balance sheet as of March 31, 2022 and the selected unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2022 present the historical financial statements of CF VI and Rumble, adjusted to reflect the Business Combination, and the selected unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 presents the historical financial statements of CF VI, Rumble and Locals Technology Inc. (“Locals”) adjusted to reflect the Business Combination and Rumble’s acquisition of Locals completed on October 25, 2021 (“Locals Acquisition”). The selected unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

The selected unaudited pro forma condensed combined balance sheet as of March 31, 2022 combines the historical balance sheet of CF VI and the historical balance sheet of Rumble, on a pro forma basis as if the Business Combination, summarized below, had been consummated on March 31, 2022. The selected unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2022 and year ended December 31, 2021 combine the historical statements of operations of CF VI and historical statements of operations of Rumble for such periods, and the historical statement of operation for Locals from January 1, 2021 through October 25, 2021, on a pro forma basis as if the Business Combination and Locals Acquisition, summarized below, had been consummated on January 1, 2021.

The selected unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with the complete set of unaudited pro forma condensed combined financial information contained elsewhere in this proxy statement/prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information.”

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Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data:

Three Months Ended March 31, 2022

  

Pro Forma
Combined
(Assuming No
Redemption Scenario)

  

Pro Forma
Combined
(Assuming
Intermediate
Redemption
Scenario)

  

Pro Forma
Combined
(Assuming
Maximum
Redemption
Scenario)

Revenue

  

$

4,044,765

 

  

$

4,044,765

 

  

$

4,044,765

 

Cost of revenues

  

 

3,495,173

 

  

 

3,495,173

 

  

 

3,495,173

 

Gross profit

  

 

549,592

 

  

 

549,592

 

  

 

549,592

 

Operating expenses

  

 

  

 

  

 

  

 

  

 

  

 

General and administrative

  

 

2,922,581

 

  

 

2,922,581

 

  

 

2,922,581

 

Administrative expenses – related party

  

 

30,000

 

  

 

30,000

 

  

 

30,000

 

Franchise tax expense

  

 

50,000

 

  

 

50,000

 

  

 

50,000

 

Research and development

  

 

792,332

 

  

 

792,332

 

  

 

792,332

 

Sales and marketing

  

 

1,228,386

 

  

 

1,228,386

 

  

 

1,228,386

 

Finance costs

  

 

810,817

 

  

 

810,817

 

  

 

810,817

 

Foreign exchange loss

  

 

27,577

 

  

 

27,577

 

  

 

27,577

 

Depreciation of capital assets

  

 

30,577

 

  

 

30,577

 

  

 

30,577

 

Depreciation of right-of-use assets

  

 

93,688

 

  

 

93,688

 

  

 

93,688

 

Amortization of intangible assets

  

 

28,548

 

  

 

28,548

 

  

 

28,548

 

Stock based compensation

  

 

16,986

 

  

 

16,986

 

  

 

16,986

 

Total operating expenses

  

 

6,031,492

 

  

 

6,031,492

 

  

 

6,031,492

 

Loss from operations

  

 

(5,481,900

)

  

 

(5,481,900

)

  

 

(5,481,900

)

Interest income on investments held in Trust Account

  

 

—

 

  

 

—

 

  

 

—

 

Changes in fair value of warrant liability

  

 

(6,722,556

)

  

 

(6,722,556

)

  

 

(6,722,556

)

Changes in fair value of forward purchase securities
liability

  

 

—

 

  

 

—

 

  

 

—

 

Interest income, net

  

 

8,698

 

  

 

8,698

 

  

 

8,698

 

Share of profit of a joint venture

  

 

1,124

 

  

 

1,124

 

  

 

1,124

 

Loss before income tax expense

  

 

(12,194,634

)

  

 

(12,194,634

)

  

 

(12,194,634

)

Income tax expense

  

 

(12,975

)

  

 

(12,975

)

  

 

(12,975

)

Net loss

  

 

(12,207,609

)

  

 

(12,207,609

)

  

 

(12,207,609

)
   

 

  

 

  

 

  

 

  

 

  

 

Weighted average number of shares of common stock outstanding:

  

 

  

 

  

 

  

 

  

 

  

 

Class A – Public shares

  

 

—

 

  

 

—

 

  

 

—

 

Class A – Private placement

  

 

—

 

  

 

—

 

  

 

—

 

Class A – Common stock

  

 

202,770,057

 

  

 

188,260,395

 

  

 

173,750,734

 

Class B – Common stock

  

 

—

 

  

 

—

 

  

 

—

 

Basic and diluted net loss per share:

  

 

  

 

  

 

  

 

  

 

  

 

Class A – Public shares

  

$

—

 

  

$

—

 

  

$

—

 

Class A – Private placement

  

$

—

 

  

$

—

 

  

$

—

 

Class A – Common stock

  

$

(0.06

)

  

$

(0.06

)

  

$

(0.07

)

Class B – Common stock

  

$

—

 

  

$

—

 

  

$

—

 

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Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data:

Year Ended December 31, 2021

  

Pro Forma
Combined
(Assuming No
Redemption Scenario)

  

Pro Forma
Combined
(Assuming
Intermediate
Redemption
Scenario)

  

Pro Forma
Combined
(Assuming
Maximum
Redemption
Scenario)

Revenue

  

$

10,053,274

 

  

$

10,053,274

 

  

$

10,053,274

 

Expenses

  

 

  

 

  

 

  

 

  

 

  

 

Cost of revenues, exclusive of depreciation and amortization

  

 

7,488,494

 

  

 

7,488,494

 

  

 

7,488,494

 

General and administrative

  

 

63,355,349

 

  

 

63,355,349

 

  

 

63,355,349

 

Administrative expenses – related party

  

 

102,143

 

  

 

102,143

 

  

 

102,143

 

Franchise tax expense

  

 

201,515

 

  

 

201,515

 

  

 

201,515

 

Research and development

  

 

2,115,160

 

  

 

2,115,160

 

  

 

2,115,160

 

Sales and marketing

  

 

3,853,056

 

  

 

3,853,056

 

  

 

3,853,056

 

Foreign exchange loss

  

 

7,166

 

  

 

7,166

 

  

 

7,166

 

Depreciation of capital assets

  

 

81,133

 

  

 

81,133

 

  

 

81,133

 

Depreciation of right-of-use assets

  

 

95,322

 

  

 

95,322

 

  

 

95,322

 

Amortization of intangible assets

  

 

442,693

 

  

 

442,693

 

  

 

442,693

 

Stock based compensation

  

 

1,480,760

 

  

 

1,480,760

 

  

 

1,480,760

 

Total expenses

  

 

79,222,791

 

  

 

79,222,791

 

  

 

79,222,791

 

Loss from operations

  

 

(69,169,517

)

  

 

(69,169,517

)

  

 

(69,169,517

)

Interest income on investments held in Trust Account

  

 

—

 

  

 

—

 

  

 

—

 

Changes in fair value of warrant liability

  

 

(10,927,070

)

  

 

(10,927,070

)

  

 

(10,927,070

)

Changes in fair value of forward purchase securities
liability

  

 

—

 

  

 

—

 

  

 

—

 

Interest income, net

  

 

17,672

 

  

 

17,672

 

  

 

17,672

 

Other income

  

 

82,604

 

  

 

82,604

 

  

 

82,604

 

Finance costs

  

 

(2,925,499

)

  

 

(2,925,499

)

  

 

(2,925,499

)

Change in fair value of option

  

 

(3,214,286

)

  

 

(3,214,286

)

  

 

(3,214,286

)

Loss before income tax expense

  

 

(86,136,096

)

  

 

(86,136,096

)

  

 

(86,136,096

)

Income tax expense

  

 

(1,320

)

  

 

(1,320

)

  

 

(1,320

)

Deferred tax recovery

  

 

128,459

 

  

 

128,459

 

  

 

128,459

 

Net loss

  

 

(86,008,957

)

  

 

(86,008,957

)

  

 

(86,008,957

)
   

 

  

 

  

 

  

 

  

 

  

 

Weighted average number of shares of common stock outstanding:

  

 

  

 

  

 

  

 

  

 

  

 

Class A – Public shares

  

 

—

 

  

 

—

 

  

 

—

 

Class A – Private placement

  

 

—

 

  

 

—

 

  

 

—

 

Class A – Common stock

  

 

202,403,390

 

  

 

187,893,728

 

  

 

173,384,067

 

Class B – Common stock

  

 

—

 

  

 

—

 

  

 

—

 

Basic and diluted net loss per share:

  

 

  

 

  

 

  

 

  

 

  

 

Class A – Public shares

  

$

—

 

  

$

—

 

  

$

—

 

Class A – Private placement

  

$

—

 

  

$

—

 

  

$

—

 

Class A – Common stock

  

$

(0.42

)

  

$

(0.46

)

  

$

(0.50

)

Class B – Common stock

  

$

—

 

  

$

—

 

  

$

—

 

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Table of Contents

Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data as of March 31, 2022:

 

Pro Forma
Combined
(Assuming No
Redemption
Scenario)

  

Pro Forma
Combined
(Assuming
Intermediate
Redemption
Scenario)

  

Pro Forma
Combined
(Assuming
Maximum
Redemption
Scenario)

Total assets

  

$

387,301,063

  

$

249,798,638

  

$

112,296,213

Total liabilities

  

$

38,771,479

  

$

38,771,479

  

$

38,771,479

Total shareholders’ equity

  

$

348,529,584

  

$

211,027,159

  

$

73,524,734

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RISK FACTORS

CF VI Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus.

Unless otherwise indicated or the context otherwise requires, references to “we,” “us” or “our” refer to Rumble.

Risks Related to Rumble and the Business Combination

Rumble’s limited operating history makes it difficult to evaluate its business and prospects.

We have a limited operating history, which makes it difficult to evaluate our businesses and prospects or forecast our future results. We are subject to the same risks and uncertainties frequently encountered by companies in rapidly evolving markets. Our financial results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:

•        our ability to maintain and grow traffic, content uploads, and engagement;

•        changes made to social media and other platforms, or changes in the patterns of use of those channels by users;

•        our ability to attract and retain advertisers in a particular period;

•        the number of ads shown to our traffic;

•        the pricing of our advertising products;

•        the diversification and growth of revenue sources beyond current advertising products;

•        the development and introduction of new content, products, or services by us or our competitors;

•        increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to remain competitive;

•        our reliance on key vendor relationships, including our relationship with Cosmic to provide content moderation and software development services, and dependence on a small number of customer relationships;

•        legislation in Canada, the European Union, or other jurisdictions that forces us to change our content moderation policies and practices;

•        our ability to maintain gross margins and operating margins; and

•        system failures or breaches of security or privacy.

Rumble may not continue to grow or maintain its active user base, may not be able to achieve or maintain profitability and may not be able to scale its systems, technology, or infrastructure effectively or grow its business at the same or similar rate as other comparable companies.

While Rumble’s key performance metrics, including MAUs and minutes watched per month have grown in recent periods, this growth rate may not be sustainable and should not be considered indicative of future levels of active viewers and future performance. In addition, Rumble may not realize sufficient revenue to achieve or, if achieved, maintain profitability. As Rumble grows its business, Rumble’s revenue growth rates may slow in future periods due to a number of reasons, which may include slowing demand for its service, increasing competition, a decrease in the growth of its overall market, an inability to scale its systems, technology or infrastructure effectively, and its failure to capitalize on growth opportunities or the maturation of its business. Rumble may incur losses in the future for a number of reasons, including insufficient growth in the level of engagement, a failure to retain its existing level of engagement, and increasing competition, as well as other risks described in these “Risk Factors,” and Rumble may encounter unforeseen expenses, difficulties, complications and delays and other unknown factors. Rumble expects to continue to make investments in the development and expansion of its business, which may not result in increased or sufficient revenue or growth, including relative to other comparable companies, as a result of which Rumble may not be able to achieve or maintain profitability.

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If we fail to maintain adequate operational and financial resources, particularly if we continue to grow rapidly, we may be unable to execute our business plan or maintain high levels of service and customer satisfaction.

We have experienced, and expect to continue to experience, rapid growth, which has placed, and may continue to place, significant demands on our management and our operational and financial resources. Our organizational structure is becoming more complex as we scale our operational, financial, and management controls, as well as our reporting systems and procedures, and expand internationally. As we continue to grow, we face challenges of integrating, developing, training, and motivating a rapidly growing employee base in our various offices in multiple jurisdictions and navigating a complex multinational regulatory landscape. If we fail to manage our anticipated growth and change in a manner that preserves the functionality of our platforms and solutions, the quality of our products and services may suffer, which could negatively affect our brand and reputation and harm our ability to attract customers.

To manage growth in our operations and personnel, we will need to continue to grow and improve our operational, financial, and management controls and our reporting systems and procedures. We will require significant capital expenditures and the allocation of valuable management resources to grow and change in these areas. Our expansion has placed, and our expected future growth will continue to place, a significant drain on our management, customer experience, research and development, sales and marketing, administrative, financial, and other resources.

We anticipate that significant additional investments will be required to scale our operations and increase productivity, to address the needs of our customers, to further develop and enhance our products and services, to expand into new geographic areas and to scale with our overall growth. If additional investments are required due to significant growth, this will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term.

Rumble collects, stores, and processes large amounts of user video content and personal information of its users and subscribers. If Rumble’s security measures are breached, its sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing its content or using its services, its business and operating results could be harmed, and it could face legal claims from users and subscribers.

Rumble collects, stores, and processes large amounts of video content (including videos that are not intended for public consumption) and personal information of its users and subscribers. Rumble also shares such information, where appropriate, with third parties that help it operate its business. Despite Rumble’s efforts, it may fail to properly secure its systems and its user and subscriber data. This could be caused by technical issues (bugs), obsolete technology, human error or internal or external malfeasance, undiscovered vulnerabilities, and could lead to unauthorized disclosure of data, unauthorized changes or data losses. For example, Rumble routinely receives reports from security researchers regarding potential vulnerabilities in its applications. Rumble also relies on open-source software for various functions, which may contain undiscovered security flaws and create additional technical vulnerabilities. In addition, despite Rumble’s ongoing and additional investments in cybersecurity, such improvements and review may not identify abuses of Rumble’s platforms and misuse of user data. The existence of such vulnerabilities, if undetected or detected but not remediated, could result in unauthorized access to Rumble systems or the data of Rumble users.

A data breach could expose Rumble to regulatory actions and litigation. Depending on the circumstances, Rumble may be required to disclose a suspected breach to regulators, affected individuals, and the public. This could lead to regulatory actions, including the possibility of fines, class action or traditional litigation by affected individuals, reputational harm, costly investigation and remedial efforts, the triggering of indemnification obligations under data-protection agreements with subscribers, vendors, and partners, higher premiums for cybersecurity insurance and other insurance policies, and the inability to obtain cybersecurity insurance or other forms of insurance. Given industry trends generally, we expect that the extension or renewal of cybersecurity insurance coverage beyond the current term will be difficult to obtain. The term of our existing cybersecurity coverage recently expired and, while we continue to pursue an extension, renewal or replacement thereof, we do not presently have cybersecurity insurance to compensate for any losses that may result from any breach of security. As a result, our results of operations or financial condition may be materially adversely affected if we are unable to secure an extension, renewal or replacement of our cybersecurity coverage.

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Table of Contents

Rumble may fail to comply with applicable privacy laws.

We are subject to data privacy and security laws and regulations that apply to the collection, transmission, storage, use, processing, destruction, retention and security of personal information, including additional laws or regulations relating to health information. Rumble’s current privacy policies and practices, which are publicly available at https://rumble.com/s/privacy, are designed to comply with privacy and data protection laws in the United States and Canada. These policies and practices inform users how Rumble handles their personal information and, as permitted by law, allow users to change or delete the personal information in their user accounts. The legislative and regulatory landscape for privacy and data protection continues to evolve in jurisdictions worldwide, and these laws may at times be conflicting. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our practices, and our efforts to comply with the evolving data protection rules may be unsuccessful. We must devote significant resources to understanding and complying with this changing landscape. Failure to comply with federal, state, provincial and international laws regarding privacy and security of personal information could expose us to penalties under such laws, orders requiring that we change our practices, claims for damages or other liabilities, regulatory investigations and enforcement action (including fines and criminal prosecution of employees), litigation, significant costs for remediation, and damage to our reputation and loss of goodwill, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Even if we have not violated these laws, government investigations into these issues typically require the expenditure of significant resources and generate negative publicity, which could have a material adverse effect on our business, financial condition, results of operations and prospects. Additionally, if we are unable to properly protect the privacy and security of personal information, including protected health information, we could be found to have breached our contracts with certain third parties.

There are numerous U.S. and Canadian federal, state, and provincial laws and regulations related to the privacy and security of personal information. Determining whether protected information has been handled in compliance with applicable privacy standards and our contractual obligations can be complex and may be subject to changing interpretation. If we fail to comply with applicable privacy laws, we could face civil and criminal penalties. Failing to take appropriate steps to keep consumers’ personal information secure can also constitute unfair acts or practices in or affecting commerce and be construed as a violation of Section 5(a) of the Federal Trade Commission Act (the “FTCA”), 15 U.S.C. § 45(a). The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. In addition, state attorneys general are authorized to bring civil actions seeking either injunctions or damages in response to violations that threaten the privacy of state residents. We cannot be sure how these regulations will be interpreted, enforced or applied to our operations. In addition to the risks associated with enforcement activities and potential contractual liabilities, our ongoing efforts to comply with evolving laws and regulations at the federal and state level may be costly and require ongoing modifications to our policies, procedures and systems.

Internationally, laws, regulations and standards in many jurisdictions apply broadly to the collection, transmission, storage, use, processing, destruction, retention and security of personal information. For example, in the European Union, the collection, transmission, storage, use, processing, destruction, retention and security of personal data is governed by the provisions of the General Data Protection Regulation (the “GDPR”) in addition to other applicable laws and regulations. The GDPR came into effect in May 2018, repealing and replacing the European Union Data Protection Directive, and imposing revised data privacy and security requirements on companies in relation to the processing of personal data of European Union data subjects. The GDPR, together with national legislation, regulations and guidelines of the European Union Member States governing the collection, transmission, storage, use, processing, destruction, retention and security of personal data, impose strict obligations with respect to, and restrictions on, the collection, use, retention, protection, disclosure, transfer and processing of personal data. The GDPR also imposes strict rules on the transfer of personal data to countries outside the European Union that are not deemed to have protections for personal information, including the United States. The GDPR authorizes fines for certain violations of up to 4% of the total global annual turnover of the preceding financial year or €20 million, whichever is greater. Such fines are in addition to any civil litigation claims by data subjects. Separately, Brexit has led and could also lead to legislative and regulatory changes and may increase our compliance costs. As of January 1, 2021, and the expiry of transitional arrangements agreed to between the United Kingdom and the European Union, data processing in the United Kingdom is governed by a United Kingdom version of the GDPR (combining the GDPR and the Data Protection Act 2018), exposing us to two parallel regimes, each of which authorizes similar fines and other potentially divergent enforcement actions for certain violations. On June 28, 2021,

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the European Commission adopted an adequacy decision for the United Kingdom, allowing for the relatively free exchange of personal information between the European Union and the United Kingdom. Other jurisdictions outside the European Union are similarly introducing or enhancing privacy and data security laws, rules and regulations, which could increase our compliance costs and the risks associated with noncompliance. We cannot guarantee that we are, or will be, in compliance with all applicable U.S., Canadian, or other international regulations as they are enforced now or as they evolve.

Rumble operates across many different markets both domestically and internationally which may subject it to cybersecurity, privacy, data security, data protection, and online content laws with uncertain interpretations, as well as impose conflicting obligations on Rumble.

International laws and regulations relating to cybersecurity, privacy, data security, data protection, and online content often are more restrictive than those in the United States. There is no harmonized approach to these laws and regulations globally. Consequently, as Rumble expands internationally from Canada and the United States, we increase our risk of non-compliance with applicable foreign data protection and online content laws, including laws that expose us to civil or criminal penalties in certain jurisdictions for our content moderation decisions. Rumble may need to change and limit the way it uses personal information in operating its business and may have difficulty maintaining a single operating model that is compliant. In addition, various federal, state, provincial, and foreign legislative and regulatory bodies, or self-regulatory organizations, may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding cybersecurity, privacy, data security, data protection and online content. For example, in 2018, California enacted the California Consumer Privacy Act (“CCPA”), which, among other things, requires new disclosures to California consumers and affords such consumers new abilities to opt out of certain sales of information and may restrict the use of cookies and similar technologies for advertising purposes. The CCPA, which became effective on January 1, 2020, was amended on multiple occasions and is the subject of regulations issued by the California Attorney General regarding certain aspects of the law and its application. Moreover, California voters approved the California Privacy Rights Act (the “CPRA”) in November 2020. The CPRA significantly modifies the CCPA, creating obligations relating to consumer data beginning on January 1, 2022, with implementing regulations expected on or before July 1, 2022, and enforcement beginning July 1, 2023. Aspects of the CCPA and CPRA remain unclear, resulting in further uncertainty and potentially requiring us to modify our data practices and policies and to incur substantial additional costs and expenses in an effort to comply. Similar laws have been proposed, and likely will be proposed, in other states and at the federal level, and if passed, such laws may have potentially conflicting requirements that would make compliance challenging. For example, on March 2, 2021, the Virginia Consumer Data Protection Act (“CDPA”) was signed into law. The CDPA becomes effective January 1, 2023 and contains provisions that, in addition to other mandates, require businesses subject to the legislation to conduct data protection assessments in certain circumstances and that require opt-in consent from Virginia consumers to process certain sensitive personal information.

Rumble is subject to cybersecurity risks and interruptions or failures in Rumble’s information technology systems and as it grows and gains recognition, it will likely need to expend additional resources to enhance Rumble’s protection from such risks. Notwithstanding Rumble’s efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss.

Rumble relies on sophisticated information technology systems and infrastructure to support its business. At the same time, cyber incidents, including deliberate attacks, are prevalent and have increased, including due to the possibility that the ongoing conflict between Russia and Ukraine could result in increased cyber-attacks or cybersecurity incidents by state actors or others. Rumble’s technologies, systems and networks and those of its vendors, suppliers and other business partners may become the target of cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or other disruption of business operations. In addition, certain cyber incidents, such as surveillance or vulnerabilities in widely used open source software, may remain undetected for an extended period. Rumble’s systems for protecting against cybersecurity risks may not be sufficient. As the sophistication of cyber incidents continues to evolve, Rumble is and will likely continue to be required to expend additional resources to continue to modify or enhance its protective measures or to investigate and remediate any vulnerability to cyber incidents. Additionally, any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, usage errors by employees, computer viruses, cyber-attacks or other security breaches or similar events.

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The failure of any of Rumble’s information technology systems may cause disruptions in its operations, which could adversely affect its revenues and profitability, and lead to claims related to the disruption of our services from users of the Rumble platform, advertisers, and customers of Rumble’s cloud services.

Inadequate technical and legal intellectual property (IP) protections could prevent Rumble from defending or securing its proprietary technology and IP.

Our success is dependent, in part, upon protecting our proprietary information and technology. We may be unsuccessful in adequately protecting our intellectual property. No assurance can be given that confidentiality, non-disclosure, or invention assignment agreements with employees, consultants, or other parties will not be breached and will otherwise be effective in controlling access to and distribution of our platform or solutions, or certain aspects of our platform or solutions, and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform or solutions. Additionally, certain unauthorized use of our intellectual property may go undetected, or we may face legal or practical barriers to enforcing our legal rights even where unauthorized use is detected.

Current law may not provide for adequate protection of our platform or data. In addition, legal standards relating to the validity, enforceability, and scope of protection of proprietary rights in Internet-related businesses are uncertain and evolving, and changes in these standards may adversely impact the viability or value of our proprietary rights. Some license provisions protecting against unauthorized use, copying, transfer, and disclosure of our platform, or certain aspects of our platform, or our data may be unenforceable under the laws of certain jurisdictions. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. To the extent we expand our international activities, our exposure to unauthorized copying and use of our data or certain aspects of our platform, or our data may increase. Competitors, foreign governments, foreign government-backed actors, criminals, or other third parties may gain unauthorized access to our proprietary information and technology. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our technology and intellectual property.

To protect our intellectual property rights, we will be required to spend significant resources to monitor and protect these rights, and we may or may not be able to detect infringement by our customers or third parties. Litigation has been and may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming, and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our platform or solutions, impair the functionality of our platform or solutions, delay introductions of new features, integrations, and capabilities, result in our substituting inferior or more costly technologies into our platform or solutions, or injure our reputation. In addition, we may be required to license additional technology from third parties to develop and market new features, integrations, and capabilities, and we cannot be certain that we could license that technology on commercially reasonable terms or at all, and our inability to license this technology could harm our ability to compete.

Rumble may be found to have infringed on the IP of others, which could expose Rumble to substantial losses or restrict its operations.

We expect to be subject to legal claims that we have infringed the IP rights of others. To date, we have not fully evaluated the extent to which other parties may bring claims that our technology, including our use of open source software, infringes on the IP rights of others. The availability of damages and royalties and the potential for injunctive relief have increased the costs associated with litigating and settling patent infringement claims. Any claims, whether or not meritorious, could require us to spend significant time, money, and other resources in litigation, pay damages and royalties, develop new IP, modify, design around, or discontinue existing products, services, or features, or acquire licenses to the IP that is the subject of the infringement claims. These licenses, if required, may not be available at all or have acceptable terms. As a result, IP claims against us could have a material adverse effect on our business, prospects, financial condition, operating results and cash flows.

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Rumble may face liability for hosting content that allegedly infringes on third-party copyright laws.

If content providers do not have sufficient rights to the video content or other material that they upload or make available to Rumble, or if such video content or other material infringes or is alleged to infringe the intellectual property rights of third parties, Rumble could be subject to claims from those third parties, which could adversely affect its business, results of operations and financial condition. Although our content policies prohibit users from submitting infringing content to Rumble, and require users to indemnify Rumble for claims related to the violations of the rights of third parties arising from the submission of content to Rumble (including with respect to infringements of IP rights), Rumble does not verify that content providers own or have rights to all of the video content or other material that they upload or make available. As a result, Rumble may face potential liability for copyright or other intellectual property infringement, or other claims. Litigation to defend these claims could be costly and have an adverse effect on Rumble’s business, results of operations and financial condition. Rumble can provide no assurance that it is adequately insured to cover claims related to user content or that its indemnification provisions will be adequate to mitigate all liability that may be imposed on it as a result of claims related to user content.

Rumble 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.

In the United States, Section 230 of the Communications Decency Act generally limits Rumble’s liability for hosting tortious and otherwise illegal content. The immunities conferred by Section 230 could be narrowed or eliminated through amendment, regulatory action or judicial interpretation. In 2018, Congress amended Section 230 to remove immunities for content that promotes or facilitates sex trafficking and prostitution. In 2020, various members of Congress introduced bills to further limit Section 230, and a petition was filed by a Department of Commerce entity with the Federal Communications Commission to commence a rulemaking to further limit Section 230.

Laws like Section 230 generally do not exist outside of the United States, and some countries have enacted laws that require online content providers to remove certain pieces of content within short time frames. For example, in 2020, France enacted a law requiring covered social media networks to remove terror content within one hour upon receiving notice. If Rumble fails to comply with such laws, it could be subject to prosecution or regulatory proceedings. In addition, some countries may decide to ban Rumble’s service based upon a single piece of content.

Rumble may also face liability when it removes content and accounts that it believes are violating its terms of service. While Rumble believes that Section 230 allows it to restrict or remove certain categories of content, its protections may not always end a lawsuit at an early stage, potentially resulting in costly and time-consuming litigation.

User-generated content could affect the quality of Rumble’s services and deter current or potential users from using its platforms, and Rumble may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violated any law.

Individuals and groups may upload controversial content to Rumble’s platform. Removing or failing to remove such content may result in negative publicity, which could harm its efforts to attract and retain users and subscribers. Rumble has also faced criticism from users and subscribers for removing content and terminating accounts in compliance with the Digital Millennium Copyright Act (“DMCA”). Further, Rumble must continually manage and monitor its content and detect content that violates its terms of service. This content moderation service is provided by Cosmic, a key vendor, and we would experience a significant disruption if Cosmic were no longer able or willing to offer us that service. If a significant amount of content that violates its terms of service were not detected and removed by Rumble in a timely manner, or if a significant amount of information was perceived by users or the media to violate Rumble’s terms of service, whether or not such perceptions were accurate, Rumble’s brand, business and reputation could be harmed. This risk increases as the volume of content uploaded by users to Rumble continues to grow. In June 2022, Rumble announced the first phase of an updated content moderation process and released a new set of proposed content policies and removal and appeals process. While Rumble does not currently have a formalized removal and appeals process, the proposed policies are intended to reflect Rumble’s current practices and procedures and ensure a consistent and transparent process. Because the proposed policies are intended to formalize Rumble’s informal practices to date, Rumble does not anticipate that these changes (which are expected to be implemented by the end of 2022) will have a material impact on Rumble’s operations, although Rumble may need to hire personnel and incur additional costs to fully implement the final policies and procedures once adopted and there can be no assurance that the implementation of such policies and procedures will be effective or will be viewed favorably by Rumble’s content creators and other users. In the event Rumble’s content creators and other users do not

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agree with such policies and procedures or their implementation, such creators and other users could decrease their usage of Rumble (or cease using Rumble entirely), which could have a material adverse effect on our business or our results of operations for any period. Additionally, there is a risk that users will upload content that predominantly represents certain political viewpoints, leading to public perceptions that Rumble endorses those viewpoints, regardless of whether or not such perceptions are accurate. There can be no guarantee that current or future negative publicity, complaints, allegations, political controversies, investigations or legal proceedings with respect to Rumble’s content, even if baseless, will not generate adverse publicity that could damage Rumble’s reputation. Any damage to Rumble’s reputation could harm its ability to attract and retain users and subscribers.

Users are increasingly using mobile devices and connected TV applications to access content within digital media and adjacent businesses, and if Rumble is unsuccessful in attracting new users to its mobile and connected TV offerings and expanding the capabilities of its content and other offerings with respect to its mobile and connected TV platforms, Rumble’s revenues could decline.

Rumble’s future success depends in part on the continued growth in the use of its mobile applications and platforms by its users. The use of mobile technology may not continue to grow at historical rates, users may not continue to use mobile technology to access digital media and adjacent businesses, and monetization rates for content on mobile devices and connected TV applications may be lower than monetization rates on traditional desktop platforms. Further, mobile devices may not be accepted as a viable long-term platform for a number of reasons, including actual or perceived lack of security of information and possible disruptions of service or connectivity. In addition, traffic on Rumble’s mobile platforms may not continue to grow if Rumble does not continue to innovate and introduce enhanced products on such platforms, or if users believe that Rumble’s competitors offer superior mobile products. The growth of traffic on Rumble’s mobile products may also slow or decline if its mobile applications are no longer compatible with operating systems such as iOS, Android, Windows or the devices they support. If use of Rumble’s mobile platforms does not continue to grow, Rumble’s business and operating results could be harmed.

Rumble’s 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 it does not control.

We make our content available across a variety of operating systems and through websites. We are dependent on the compatibility of our content with popular devices, streaming tools, desktop and mobile operating systems, connected TV systems, and web browsers that we do not control, such as Mac OS, Windows, Android, iOS, Chrome and Firefox. Any changes in such systems, devices or web browsers that degrade the functionality of our content or give preferential treatment to competitive content could adversely affect usage of our content.

A significant portion of our traffic accesses our content and services through mobile devices and, as a result, our ability to grow traffic, engagement and advertising revenue is increasingly dependent on our ability to generate revenue from content viewed and engaged with on mobile devices. A key element of our strategy is focusing on mobile applications (“apps”) and connected TV apps, and we expect to continue to devote significant resources to the creation and support of developing new and innovative mobile and connected TV products, services and apps. We are dependent on the interoperability of our content and our apps with popular mobile operating systems, streaming tools, networks and standards that we do not control, such as the Android and iOS operating systems. We may not be successful in maintaining or developing relationships with key participants in the mobile and connected TV industries or in developing content that operates effectively with these technologies, systems, tools, networks, or standards. Any changes in such systems, or changes in our relationships with mobile operating system partners, handset and connected TV manufacturers, or mobile carriers, or in their terms of service or policies that reduce or eliminate our ability to distribute and monetize our content, impair access to our content by blocking access through mobile devices, make it hard to readily discover, install, update or access our content and apps on mobile devices and connected TVs, limit the effectiveness of advertisements, give preferential treatment to competitive, or their own, content or apps, limit our ability to measure the effectiveness of branded content, or charge fees related to the distribution of our content or apps could adversely affect the consumption and monetization of our content on mobile devices. Additionally, if the number of platforms for which we develop our product expands, it will result in an increase in our operating expenses. In the event that it is more difficult to access our content or use our apps and services, particularly on mobile devices and connected TVs, or if our users choose not to access our content or use our apps on their mobile devices and connected TVs or choose to use mobile products or connected TVs that

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do not offer access to our content or our apps, or if the preferences of our traffic require us to increase the number of platforms on which our product is made available to our traffic, our traffic growth, engagement, ad targeting and monetization could be harmed and our business and operating results could be adversely affected.

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

Our products and services depend on the ability of users to access our content and services on the Internet. Currently, this access is provided by companies that have significant market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned service providers. Laws or regulations that adversely affect the growth, popularity or use of the Internet, including changes to laws or regulations impacting Internet neutrality, could decrease the demand for our products or offerings, increase our operating costs, require us to alter the manner in which we conduct our business and/or otherwise adversely affect our business. We could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business. For example, paid prioritization could enable Internet service providers, or ISPs, to impose higher fees and otherwise adversely impact our business. Internationally, government regulation concerning the Internet, and in particular, network neutrality, may be developing or may not exist at all. Within such an environment, without network neutrality regulations, we could experience discriminatory or anti-competitive practices that could impede both our and our customers’ domestic and international growth, increase our costs or adversely affect our business.

Rumble faces significant market competition, and if Rumble is unable to compete effectively with its competitors for traffic and advertising spend, its business and operating results could be harmed.

Competition for traffic and engagement with our content, products and services is intense. We compete against many companies to attract and engage traffic, including companies that have greater financial resources and larger user bases, and companies that offer a variety of Internet and mobile device-based content, products and services. As a result, our competitors may acquire and engage traffic at the expense of the growth or engagement of our traffic, which would negatively affect our business. We believe that our ability to compete effectively for traffic depends upon many factors both within and beyond our control, including:

•        the popularity, usefulness and reliability of our content compared to that of our competitors;

•        the timing and market acceptance of our content;

•        the continued expansion and adoption of our content;

•        our ability, and the ability of our competitors, to develop new content and enhancements to existing content;

•        our ability, and the ability of our competitors, to attract, develop and retain influencers and creative talent;

•        the frequency, relative prominence and appeal of the advertising displayed by us or our competitors;

•        public perceptions about the predominance of certain political viewpoints on our platform, regardless of whether those perceptions are accurate;

•        changes mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation, including settlements and consent decrees, some of which may have a disproportionate impact on us;

•        our ability to attract, retain and motivate talented employees;

•        the costs of developing and procuring new content, relative to those of our competitors;

•        acquisitions or consolidation within our industry, which may result in more formidable competitors; and

•        our reputation and brand strength relative to our competitors.

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We also face significant competition for advertiser spend. We compete against online and mobile businesses and traditional media outlets, such as television, radio and print, for advertising budgets. In determining whether to buy advertising, our advertisers will consider the demand for our content, demographics of our traffic, advertising rates, results observed by advertisers, and alternative advertising options. The increasing number of digital media options available, through social networking tools and news aggregation websites, has expanded consumer choice significantly, resulting in traffic fragmentation and increased competition for advertising. In addition, some of our larger competitors have substantially broader content, product or service offerings and leverage their relationships based on other products or services to gain additional share of advertising budgets. We will need to continue to innovate and improve the monetization capabilities of our websites and our mobile products in order to remain competitive. We believe that our ability to compete effectively for advertiser spend depends upon many factors both within and beyond our control, including:

•        the size and composition of our user base relative to those of our competitors;

•        our ad targeting capabilities, and those of our competitors;

•        our ability, and the ability of our competitors, to adapt our respective models to the increasing power and significance of influencers to the advertising community;

•        the timing and market acceptance of our advertising content and advertising products, and those of our competitors;

•        our marketing and selling efforts, and those of our competitors;

•        public perceptions about the predominance of certain political viewpoints on our platform, regardless of whether those perceptions are accurate;

•        the pricing for our advertising products and services relative to those of our competitors;

•        the return our advertisers receive from our advertising products and services, and those of our competitors; and

•        our reputation and the strength of our brand relative to our competitors.

Changes to Rumble’s existing content and services could fail to attract traffic and advertisers or fail to generate revenue.

We may introduce significant changes to our existing content. The success of our new content depends substantially on consumer tastes and preferences that change in often unpredictable ways. If this new content fails to engage traffic and advertisers, we may fail to generate sufficient revenue or operating profit to justify our investments, and our business and operating results could be adversely affected. In addition, we have launched and expect to continue to launch strategic initiatives, which do not directly generate revenue but which we believe will enhance our attractiveness to traffic and advertisers. In the future, we may invest in new content, products, services, and initiatives to generate revenue, but there is no guarantee these approaches will be successful or that the costs associated with these efforts will not exceed the revenue generated. If our strategic initiatives do not enhance our ability to monetize our existing content or enable us to develop new approaches to monetization, we may not be able to maintain or grow our revenue or recover any associated development costs and our operating results could be adversely affected.

Rumble derives a substantial portion of its revenue from advertising and its relationships with a small number of key advertising networks, the loss of which could materially harm its results of operations.

A substantial portion of Rumble’s revenue is generated from a small number of key advertising networks. For the three months ended March 31, 2022, approximately 56% of Rumble’s total revenue derived from two advertising networks, Google AdSense and Decide (formerly known as LockerDome). As a user of Google AdSense, Rumble is subject to Google’s standard terms and conditions under the Google AdSense Online Terms of Service, a copy of which is filed as an exhibit to this Registration Statement on Form S-4 of which this proxy statement/prospectus forms a part, which provide for (i) the creation by Rumble of an AdSense Account; (ii) a grant of permission by Rumble to Google to serve, as applicable, advertisements and other content, Google search boxes and search results

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and related search queries and other links to Rumble’s website; and (iii) the receipt of payment by Rumble, based solely on Google’s accounting, related to the number of valid clicks on ads displayed. As a user of Decide, Rumble is subject to Decide’s standard terms and conditions under its Partner Insertion Order, a copy of which is filed as an exhibit to this Registration Statement on Form S-4 of which this proxy statement/prospectus forms a part, which incorporate the IAB/AAAA General Advertising Provisions, Version 3.0 and provide for applicable payment terms to Rumble based on ad usage. Google AdSense, Decide and other advertising partners may not continue to do business with Rumble, or they may reduce the prices they are willing to pay to advertise with Rumble, if Rumble does not deliver ads in an effective manner, or if they do not believe that their investment in advertising with Rumble will generate a competitive return relative to alternatives. If Rumble’s relationship with any third-party advertiser terminates for any reason, or if the commercial terms of its relationships are changed or do not continue to be renewed on favorable terms, Rumble would need to secure and integrate new advertising partners or develop its own advertising platform, which could negatively impact its revenues and profitability.

Rumble depends on third-party vendors, including Internet service providers and data centers, to provide core services.

Although we are building our own technical infrastructure (see “Information About Rumble — Infrastructure”), Rumble depends on third-party vendors, including Internet service providers and data centers to, among other things, provide customer support, develop software, host videos uploaded by its users, transcode videos (compressing a video file and converting it into a standard format optimized for streaming), stream videos to viewers, and process payments. These vendors provide certain critical services to Rumble’s technical infrastructure that are time-consuming and costly for Rumble to develop independently. Outages in those services would materially affect its video services and its ability to provide cloud services. Outages may expose Rumble to having to offer credits to subscribers, loss of subscribers, and reputational damage. Rumble is unlikely to be able to fully offset these losses with any credits it might receive from its vendors.

New technologies have been developed that are able to block certain online advertisements or impair Rumble’s ability to serve advertising, which could harm its operating results.

New technologies have been developed that could block or obscure the display of or targeting of Rumble’s content. For example, in June 2020, Apple announced plans to require applications using its mobile operating systems to obtain an end-user’s permission to track them or access their device’s advertising identifier for advertising and advertising measurement purposes, as well as other restrictions that could adversely affect Rumble’s ability to serve advertising, which could harm its operating results. Additionally, some providers of consumer mobile devices and web browsers have implemented, or announced plans to implement, means to make it easier for Internet users to prevent the placement of cookies or to block other tracking technologies, which could, if widely adopted, result in the use of third-party cookies and other methods of online tracking becoming significantly less effective and have a significant impact on our ability to monetize our user base.

Rumble’s future business activities in the cloud services space may revolve around a small number of key third-party service providers and a small number of customer relationships, the disruption of which could harm its operating results.

In order to build its cloud services offerings, Rumble has entered into agreements with certain third-party service providers. The success of Rumble’s future business activities in the cloud services space may depend upon such existing third-party providers, some of whom may compete with Rumble in other lines of business. If Rumble’s existing third-party service agreements terminate for any reason, or if the commercial terms of such agreements are changed or do not continue to be renewed on favorable terms, Rumble would need to enter into new third-party service agreements, which could negatively impact its revenues, ability to attract future cloud services customers, public reputation, and profitability.

In addition, Rumble’s initial cloud service offerings revolve around a small number of customer relationships, including our relationship with the Trump Media & Technology Group. If Rumble fails to deliver its product to the desired specifications of these initial customers, or if these initial customers terminate their cloud services agreements for any reason, future customers may doubt Rumble’s ability to offer cloud services, which would negatively impact the company’s revenues, public reputation, and profitability.

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Rumble relies on its existing content providers, and on the recruiting of new content providers, and the loss of a material portion of its existing content providers, or its failure to recruit new providers, may materially harm its business and results of operations.

The loss of a material portion of Rumble’s existing content providers could result in material harm to Rumble’s business and results of operations. In the recent past, Rumble’s ability to recruit and maintain content providers may have been in part due to trends in American politics, where certain commentators have sought a neutral Internet platform. A change in such trends, including possible changes to existing platforms’ moderation policies that make those existing platforms more hospitable to a diverse range of viewpoints, could result in the loss of existing content providers or a failure to recruit new providers, which may materially harm Rumble’s business and results of operation. Additionally, as Rumble expands into international markets, we may fail to recruit new content providers in those markets, limiting the appeal of Rumble to international audiences.

Rumble’s recent and rapid growth may not be indicative of future performance.

The growth Rumble experienced between late 2020 and early 2022 may be partly or largely attributable to increased demand for online video due to social distancing undertaken in response to the COVID-19 pandemic. If, when the COVID-19 pandemic ends, the level of demand for online video returns to pre-pandemic levels, then the growth rates Rumble achieved between late 2020 and early 2022 may not be indicative of growth rates in future periods. In addition, if the COVID-19 pandemic continues, a prolonged economic downturn caused by the COVID-19 pandemic could ultimately reduce demand by reducing businesses’ ability to pay for Rumble’s services.

Rumble has made, and may in the future make, acquisitions, and such acquisitions could disrupt its operations, and may have an adverse effect on its operating results.

In order to expand our business, we have made acquisitions and may continue making similar acquisitions and possibly larger acquisitions as part of our growth strategy. The success of our future growth strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions. Acquisitions are inherently risky, and any acquisitions we complete may not be successful. Our past acquisitions and any mergers and acquisitions that we may undertake in the future involve numerous risks, including, but not limited to, the following:

•        difficulties in integrating and managing the operations, personnel, systems, technologies, and products of the companies we acquire;

•        diversion of our management’s attention from normal daily operations of our business;

•        our inability to maintain the key business relationships and the reputations of the businesses we acquire;

•        uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;

•        our inability to increase revenue from an acquisition;

•        increased costs related to acquired operations and continuing support and development of acquired products;

•        our responsibility for the liabilities of the businesses we acquire;

•        potential goodwill and intangible asset impairment charges and amortization associated with acquired businesses;

•        adverse tax consequences associated with acquisitions;

•        changes in how we are required to account for our acquisitions under U.S. generally accepted accounting principles, including arrangements that we assume from an acquisition;

•        potential negative perceptions of our acquisitions by customers, financial markets or investors;

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•        failure to obtain required approvals from governmental authorities under competition and antitrust laws on a timely basis, if at all, which could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected financial or strategic goals of an acquisition;

•        our inability to apply and maintain our internal standards, controls, procedures and policies to acquired businesses;

•        potential loss of key employees of the companies we acquire;

•        potential security vulnerabilities in acquired products that expose us to additional security risks or delay our ability to integrate the product into our service offerings;

•        difficulties in increasing or maintaining security standards for acquired technology consistent with our other services, and related costs;

•        ineffective or inadequate controls, procedures and policies at the acquired company;

•        inadequate protection of acquired intellectual property rights; and

•        potential failure to achieve the expected benefits on a timely basis or at all.

Additionally, acquisitions or asset purchases made entirely or partially for cash may reduce our cash reserves or require us to incur additional debt under our credit agreements or otherwise. We may seek to obtain additional cash to fund an acquisition by selling equity or debt securities. We may be unable to secure the equity or debt funding necessary to finance future acquisitions on terms that are acceptable to us. If we finance acquisitions by issuing equity or convertible debt securities, our existing stockholders will experience ownership dilution. The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or substantially concurrent acquisitions.

Businesses that we acquire may have greater-than-expected liabilities for which we become responsible.

Businesses that we acquire may have liabilities or adverse operating issues, or both, that we fail to discover through due diligence or the extent of which we underestimate prior to the acquisition. For example, to the extent that any business that we acquire or any prior owners, employees, or agents of any acquired businesses or properties (i) failed to comply with or otherwise violated applicable laws, rules, or regulations; (ii) failed to fulfill or disclose their obligations, contractual or otherwise, to applicable government authorities, their customers, suppliers, or others; or (iii) incurred tax or other liabilities, we, as the successor owner, may be financially responsible for these violations and failures and may suffer harm to our reputation and otherwise be adversely affected. An acquired business may have problems with internal control over financial reporting, which could be difficult for us to discover during our due diligence process and could in turn lead us to have significant deficiencies or material weaknesses in our own internal control over financial reporting. These and any other costs, liabilities and disruptions associated with any of our past acquisitions and any future acquisitions could harm our operating results.

The loss of key personnel, or failure to attract and retain other highly qualified personnel in the future, could harm Rumble’s business.

Our success depends upon our ability to attract and retain our senior officers and to attract and retain additional qualified personnel in the future. The loss of services of members of our senior management team and the uncertain transition of new members of our senior management team may strain our ability to execute our strategic initiatives, or make it more difficult to retain customers, attract or maintain our capital support, or meet other needs of our business. We may incur significant costs to attract and retain qualified personnel, and we may lose new employees to our competitors before we realize the benefit of our investment in recruiting them. If we fail to attract new personnel or if we suffer increases in costs or business operations interruptions as a result of a labor dispute, or fail to retain and motivate our current personnel, we might not be able to operate our business effectively or efficiently, serve our customers properly or maintain the quality of our content and services. We do not maintain key person life insurance policies with respect to our employees.

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Our management team has limited experience managing a public company.

Some members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, results of operations, and financial condition.

Rumble may be exposed to risk if it cannot enhance, maintain, and adhere to its internal controls and procedures.

As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company, and we are still in the process of generating a mature system of internal controls and integration across business systems. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements, and harm our operating results.

Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules, which may result in a breach of the covenants under existing or future financing arrangements. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we or our independent registered public accounting firm continue to report a material weakness in our internal controls over financial reporting. This could materially adversely affect us and lead to a decline in the market price of Rumble’s common stock. See also, “Risks Related to CF VI and the Business Combination — CF VI has previously identified a material weakness in its internal control over financial reporting which was not remediated as of December 31, 2021 or March 31, 2022. If CF VI (or following the Business Combination, the Combined Entity) is unable to maintain an effective system of internal control over financial reporting, CF VI (or following the Business Combination, the Combined Entity) may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence and materially and adversely affect business and operating results.”

The international nature of Rumble’s business may create complexities that limit the company’s future growth.

Because Rumble is a Canada-based multinational company, it may face certain operational and logistical complexities that it might otherwise not face if it were a United States-based company, including the regulatory environment in Canada and the need to attract qualified employees in multiple countries. As Rumble’s operations expand to additional international markets, it will face increasingly complicated legal and regulatory requirements, some of which may be mutually incompatible.

Changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities may adversely impact Rumble’s financial results.

While we are a Canada-based multinational company, holders of CF VI Class A Common Stock will hold their interests in Rumble through the Combined Entity, an entity incorporated in Delaware and subject to tax in the United States. We are subject to taxes in other jurisdictions as well. Our provision for income taxes is based on a jurisdictional mix of earnings, statutory tax rates and enacted tax rules, including transfer pricing. There may also be tax costs associated with distributions from our subsidiaries in various jurisdictions.

Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. As a result, our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation. These changes may adversely impact our effective tax rate and harm our financial position and results of operations.

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We are subject to examination by the U.S. Internal Revenue Service (“IRS”) and other domestic and foreign tax authorities and government bodies. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our income tax and other tax reserves. If our reserves are not sufficient to cover these contingencies, such inadequacy could materially adversely affect our business, prospects, financial condition, operating results, and cash flows.

In addition, due to the global nature of the Internet, it is possible that various states or foreign countries might attempt to impose additional or new regulation on our business or levy additional or new sales, income or other taxes relating to our activities. Tax authorities at the international, federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in e-commerce. New or revised international, federal, state or local tax regulations or court decisions may subject us or our customers to additional sales, income and other taxes. For example, the European Union, certain member states, and other countries, as well as states within the United States, have proposed or enacted taxes on online advertising and marketplace service revenues. The application of existing, new or revised taxes on our business, in particular, sales taxes, VAT and similar taxes would likely increase the cost of doing business online and decrease the attractiveness of selling products over the Internet. Any of these events could have a material adverse effect on our business, financial condition, and operating results.

We are currently under or subject to examination for indirect taxes in various states, municipalities and foreign jurisdictions. Management currently believes we have adequate reserves established for these matters. If a material indirect tax liability associated with prior periods were to be recorded, for which there is not a reserve, it could materially affect our financial results for the period in which it is recorded.

Compliance obligations imposed by new privacy laws, laws regulating social media platforms and online speech in the U.S. and Canada, or industry practices may adversely affect Rumble’s business.

New laws could restrict Rumble’s ability to conduct marketing by, for example, restricting the emailing or targeting users or use certain technologies like artificial intelligence. Similarly, private-market participants may deploy technologies or require certain practices that limit Rumble’s ability to obtain or use certain information about its users and subscribers. For example, Google has indicated that it will ultimately phase out the use of cookies to track users of its search services in future versions of its Chrome web browser, and Apple has updated its iOS mobile operating system to require app developers to obtain opt-in consent before tracking users of its various services. If these types of changes are implemented (or as a result of their implementation), Rumble’s ability to determine how its users and subscribers are using its video services and to use targeted advertising in a cost-effective manner may be limited. New laws in Canada, the European Union, and other jurisdictions may also require us to change our content moderation practices, or privacy policies in ways that harm our business or create the risk of fines or other penalties for non-compliance.

Risks Related to CF VI and the Business Combination

The Sponsor and each of CF VI’s officers and directors have agreed to vote in favor of the Proposals, including the Business Combination Proposal, to be presented at the Special Meeting, regardless of how CF VI’s public stockholders vote.

The Sponsor and each of CF VI’s officers and directors have agreed to, among other things, vote in favor of the Proposals, including the Business Combination Proposal, to be presented at the Special Meeting. As of the date of this proxy statement/prospectus, the Sponsor and CF VI’s directors and officers own an aggregate of 21.5% of the outstanding shares of CF VI Common Stock. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor and CF VI’s directors and officers agreed to vote their Founder Shares and their other shares of CF VI Common Stock in accordance with the majority of the votes cast by CF VI’s public stockholders.

Neither the CF VI Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination.

Neither the CF VI Board nor any committee thereof is required to obtain an opinion (or any similar report) from an independent investment banking or accounting firm that the price that CF VI is paying for Rumble in the Business Combination is fair to CF VI from a financial point of view. In analyzing the Business Combination, the CF VI Board reviewed a summary of the results of the due diligence and analyses conducted by its management, employees of Cantor and CF VI’s advisors on Rumble. The CF VI Board also consulted with CF VI’s management and legal counsel, financial advisors and other advisors and considered a number of factors, uncertainty and risks, including, but not limited to,

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those discussed under “The Business Combination Proposal — CF VI Board’s Reasons for the Approval of the Business Combination,” and concluded that the business combination was in the best interest of CF VI Stockholders. The CF VI Board believes that because of the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders and that Rumble’s fair market value was at least 80% of the value of the Trust Account (excluding any taxes payable on interest earned).

Accordingly, investors will be relying solely on the judgment of the CF VI Board in valuing Rumble, and the CF VI Board may not have properly valued such businesses. As a result, the terms may not be fair from a financial point of view to the public stockholders of CF VI. The lack of a fairness opinion (and any similar report or appraisal) may also lead an increased number of CF VI Stockholders to vote against the Business Combination or demand redemption of their shares of CF VI Common Stock, which could potentially impact CF VI’s ability to consummate the Business Combination.

The public stockholders of CF VI will experience dilution as a consequence of, among other transactions, the issuance of Class A Common Stock as consideration in the Business Combination (including upon conversion of the ExchangeCo Exchangeable Shares), in connection with the PIPE Investment and the Forward Purchase Investment, as well as future issuances pursuant to the Stock Incentive Plan. Having a minority share position may reduce the influence that CF VI’s current stockholders have on the management of the Combined Entity, and in the event the Forfeiture Escrow Shares and Sponsor Earnout Shares vest, the public stockholders of CF VI may own a smaller percentage in the Combined Entity than they might otherwise anticipate.

The issuance of a significant number of shares of Class A Common Stock in the Business Combination (including upon conversion of the ExchangeCo Exchangeable Shares) and in connection with the PIPE Investment and the Forward Purchase Investment will dilute the equity interests of existing CF VI Stockholders in the Combined Entity and may adversely affect prevailing market prices for the CF VI Public Shares and/or CF VI Public Warrants.

It is anticipated that, upon Closing, assuming no redemptions and “maximum redemptions”, respectively, (i) existing CF VI Stockholders (other than the Sponsor Related Parties and Other Holders of Founder Shares) will hold approximately 11.4% or 1.1%, respectively, of the outstanding shares of Class A Common Stock, (ii) existing Rumble Shareholders, including holders of Rumble Options and Rumble Warrants, will hold approximately 82.2% or 92.5%, respectively, of the outstanding shares of Class A Common Stock, (iii) the PIPE Investors (other than the Sponsor Related Parties) will hold approximately 2.4% or 2.6%, respectively, of the outstanding shares of Class A Common Stock, and (iv) the Sponsor Related Parties and Other Holders of Founder Shares will hold approximately 4.0% or 3.8%, respectively, of the outstanding shares of Class A Common Stock. These ownership percentages assume a $10.00 share price and other assumptions set forth in the section entitled “Questions and Answers About the Proposals — What equity stake will holders of CF VI Public Shares, holders of Rumble Shares, the Sponsor Related Parties and Other Holders of Founder Shares, and the PIPE Investors hold in the Combined Entity upon completion of the Business Combination?” In the event the share price of Class A Common Stock increases following the Closing and the Forfeiture Escrow Shares and the Sponsor Earnout Shares vest in accordance with their terms, the public stockholders of CF VI may own a smaller percentage in the Combined Entity than they might otherwise anticipate. For more, see “Questions and Answers About the Proposals — What equity stake will holders of CF VI Public Shares, holders of Rumble Shares, the Sponsor Related Parties and Other Holders of Founder Shares, and the PIPE Investors hold in the Combined Entity upon completion of the Business Combination?”

Future issuances of shares of Class A Common Stock, including pursuant to the Stock Incentive Plan, may significantly dilute the equity interests of existing holders of CF VI’s securities and may adversely affect prevailing market prices for the Combined Entity’s securities.

Since the Sponsor and CF VI’s officers and directors have interests that are different, or in addition to (and which may conflict with), the interests of CF VI Stockholders, a conflict of interest may have existed in determining whether the Business Combination is appropriate as CF VI’s initial business combination. Such interests include that the Sponsor will lose its entire investment in CF VI if a business combination is not completed. Accordingly, CF VI’s officers and directors may be incentivized to complete an initial business combination, even on terms less favorable to CF VI Stockholders than liquidating CF VI.

When you consider the recommendation of the CF VI Board in favor of approval of the Proposals, including the Business Combination Proposal, you should keep in mind that the Sponsor and CF VI’s officers and directors have interests that are different from, or in addition to, those of CF VI Stockholders and CF VI’s warrant holders.

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The CF VI Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to CF VI Stockholders that they vote in favor of the Proposals presented at the Special Meeting, including the Business Combination Proposal. CF VI Stockholders should take these interests into account in deciding whether to approve the Proposals, including the Business Combination Proposal. These interests include, among other things:

•        the CF VI Charter provides that the doctrine of corporate opportunity will not apply with respect to any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have, except as set forth in the CF VI Charter. In the course of their other business activities, CF VI’s officers and directors may have, or may become, aware of other investment and business opportunities which may be appropriate for presentation to CF VI as well as the other entities with which they are affiliated. CF VI’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any pre-existing fiduciary obligation will be presented the opportunity before CF VI is presented with it. CF VI does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target;

•        unless CF VI consummates an initial business combination, the Sponsor (and CF VI’s officers and directors) will not receive reimbursement for any out-of-pocket expenses incurred by them on behalf of CF VI, to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account (which such unreimbursed expenses amounted to $189,662 as of June 30, 2022, all of which were repaid to the Sponsor on July 1, 2022);

•        the fact that the Sponsor has made outstanding loans to CF VI in the aggregate amount of $2,173,353 as of June 30, 2022 (which consists of $1,750,000 outstanding under the Sponsor Loan and $423,353 outstanding under the Working Capital Loans), which amount CF VI will be unable to repay to the Sponsor to the extent that the amount of such loans exceeds the amount of available proceeds not deposited in the Trust Account if an initial business combination is not completed;

•        the 700,000 CF VI Placement Units (comprised of 700,000 CF VI Placement Shares and 175,000 CF VI Placement Warrants) purchased by the Sponsor for $7.0 million will be worthless if a business combination is not consummated;

•        the Sponsor has agreed that the 700,000 CF VI Placement Units, and the underlying 700,000 CF VI Placement Shares and 175,000 CF VI Placement Warrants, will not be sold or transferred by it until 30 days after CF VI has completed a business combination, subject to limited exceptions;

•        the fact that the Sponsor paid $25,000, or approximately $0.001 per share, for the Founder Shares (of which it currently holds 7,480,000), which such Founder Shares, if unrestricted and freely tradeable, would be valued at approximately $74.9 million, based on the closing price of CF VI Class A Common Stock on August 9, 2022, and that such shares will be worthless if a business combination is not consummated and that the Sponsor and its affiliates can earn a positive rate of return on their investment even if CF VI’s public stockholders experience a negative return following the consummation of the Business Combination;

•        the fact that the Sponsor has agreed not to redeem any of the Founder Shares or CF VI Placement Shares in connection with a stockholder vote to approve a proposed initial business combination;

•        if CF VI does not complete an initial business combination by February 23, 2023 (or a later date approved by CF VI Stockholders pursuant to the CF VI Charter), the proceeds from the sale of the CF VI Placement Units of $7.0 million will be included in the liquidating distribution to CF VI’s public stockholders and the CF VI Placement Warrants will expire worthless;

•        the fact that upon completion of the Business Combination, a business combination marketing fee of $10.5 million, $15.0 million of M&A advisory fees (which may be reduced if the CF VI Transaction Expenses exceed the CF VI Transaction Expenses Cap, as further described in “Certain Relationships and Related Party Transactions — CF VI — Engagement Letters”), and approximately $1.7 million of placement agent fees will be payable to CF&Co., an affiliate of CF VI and the Sponsor;

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•        if the Trust Account is liquidated, including in the event CF VI is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify CF VI to ensure that the proceeds in the Trust Account are not reduced below $10.00 per CF VI Public Share by the claims of prospective target businesses with which CF VI has entered into an acquisition agreement or claims of any third-party for services rendered or products sold to CF VI, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the fact that the Sponsor has agreed to invest $7.59 million in the PIPE Investment and a number of officers and employees of Cantor and its affiliates (and family members of such persons) have agreed to invest approximately $15.68 million in the PIPE Investment (which investments are on the same terms as the other PIPE Investors);

•        the fact that in connection with the IPO, the Sponsor agreed, upon the closing of CF VI’s initial business combination, to invest $15.0 million in exchange for the Forward Purchase Securities (comprised of 1,875,000 shares of Class A Common Stock and 375,000 Warrants), which (assuming a $10.00 share price and a warrant price of $0.99, which was the closing price of a CF VI Warrant on the day prior to announcement of the Business Combination) would represent a discount of approximately 21.5% to the price being paid by the PIPE Investors for the PIPE Shares being issued;

•        the fact that two of CF VI’s independent directors own an aggregate of 20,000 Founder Shares that were transferred by the Sponsor at no cost, which if unrestricted and freely tradeable would be valued at $200,400, based on the closing price of CF VI Class A Common Stock on August 9, 2022, and that such shares will be worthless if a business combination is not consummated; and

•        the fact that CF VI’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the business combination and pursuant to the Business Combination Agreement.

The existence of financial and personal interests of one or more of CF VI’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of CF VI and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the Proposals. See the section titled “The Business Combination Proposal — Interests of the Sponsor and CF VI’s Officers and Directors in the Business Combination” for a further discussion of these considerations.

The financial and personal interests of the Sponsor and CF VI’s officers and directors may have influenced their motivation in identifying and selecting Rumble as a business combination target, completing an initial business combination with Rumble and influencing the operation of the business following the initial business combination. In considering the recommendations of the CF VI Board to vote for the Proposals, its stockholders should consider these interests. The existence of the differing, additional and/or conflicting interests described above may have influenced of the decision of CF VI’s officers and directors to enter into the Business Combination Agreement and CF VI’s directors in making their recommendation that you vote in favor of the approval of the Business Combination. In particular, the existence of the interests described above may incentivize CF VI’s officers and directors to complete an initial business combination, even if on terms less favorable to CF VI Stockholders compared to liquidating CF VI, because, among other things, if CF VI is liquidated without completing an initial business combination, the Sponsor’s Founder Shares and CF VI Placement Units and the CF VI independent directors’ Founder Shares would be worthless (which, if unrestricted and freely tradable, would be worth an aggregate of approximately $82.4 million based on the closing price of CF VI Class A Common Stock and CF VI Units on August 9, 2022), out-of-pocket expenses advanced by the Sponsor and loans made by the Sponsor to CF VI would not be repaid to the extent such amounts exceed cash held by CF VI outside of the Trust Account (which such expenses and loans, as of May 31, 2022, amounted to $2,124,331), and CF&Co. would not receive the business combination marketing fee of $10.5 million, the M&A advisory fee of $15.0 million (which may be reduced if the CF VI Transaction Expenses exceed the CF VI Transaction Expenses Cap, as further described in “Certain Relationships and Related Party Transactions — CF VI — Engagement Letters”) and the placement agent fees amounting to approximately $1.7 million (equal to up to approximately $27.2 million, in the aggregate).

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The exercise of the CF VI Board’s discretion in agreeing to changes or waivers in the terms of the Business Combination Agreement and related agreements, including closing conditions, may result in a conflict of interest when determining whether such changes to the terms or waivers of conditions are appropriate and in CF VI Stockholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require CF VI to agree to amend the Business Combination Agreement, to consent to certain actions taken by Rumble, or to waive rights that CF VI is entitled to under the Business Combination Agreement, including those related to closing conditions. Such events could arise because of changes in the course of Rumble’s business or a request by Rumble to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Rumble’s business and would entitle CF VI to terminate the Business Combination Agreement. In any of such circumstances, it would be at CF VI’s discretion, acting through the CF VI Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he or they may believe is best for CF VI and its stockholders and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, CF VI does not believe there will be any changes or waivers that the CF VI Board would be likely to make after stockholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further stockholder approval, CF VI will circulate a new or amended proxy statement/prospectus and resolicit CF VI Stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

There are risks to CF VI Stockholders who are not affiliates of the Sponsor of becoming shareholders of the Combined Entity through the Business Combination rather than acquiring securities of Rumble directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

Because there is no independent third-party underwriter involved in the Business Combination, investors will not receive the benefit of any outside independent review of CF VI’s and Rumble’s respective finances and operations. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, CF VI Stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. Although CF VI performed a due diligence review and investigation of Rumble in connection with the Business Combination, CF VI has different incentives and objectives in the Business Combination than an underwriter would in a traditional initial public offering. The lack of an independent due diligence review and investigation may increase the risk of an investment in the Combined Entity because it may not have uncovered facts that would be important to a potential investor.

In addition, because Rumble will not become a public reporting company by means of a traditional underwritten initial public offering, securities or industry analysts may not provide, or may be less likely to provide, coverage of the Combined Entity. Investment banks may also be less likely to agree to underwrite securities offerings on behalf of the Combined Entity than they might if the Combined Entity became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with the Combined Entity as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the Class A Common Stock could have an adverse effect on the Combined Entity’s ability to develop a liquid market for its Class A Common Stock.

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CF&Co. will receive fees for the services it has provided to CF VI upon closing of the Business Combination, which will not be adjusted to account for any redemptions by CF VI Stockholders.

CF&Co., an affiliate of CF VI, is entitled to a business combination marketing fee of $10,500,000 upon the consummation of CF VI’s initial business combination, which is being held in the Trust Account until the consummation of CF VI’s initial business combination. Such amount will not be adjusted to account for redemptions of CF VI Public Shares. Accordingly, the business combination marketing fee payable upon consummation of the initial business combination as a percentage of the aggregate proceeds from the IPO will increase as the number of CF VI Public Shares redeemed increases. If no CF VI Stockholders exercise redemption rights with respect to their CF VI Public Shares, the amount of the business combination marketing fee due to CF&Co. upon the consummation of CF VI’s initial business combination will represent 3.5% of the aggregate gross proceeds from the IPO. If CF VI Stockholders exercise redemption rights with respect to approximately 27.5 million CF VI Public Shares or approximately 13.75 million CF VI Public Shares, representing the “maximum redemptions” and “intermediate redemptions” scenarios described in the section entitled “Questions and Answers About the Proposals — What equity stake will holders of CF VI Public Shares, holders of Rumble Shares, the Sponsor Related Parties and Other Holders of Founder Shares, and the PIPE Investors hold in the Combined Entity upon completion of the Business Combination?”, the amount of the business combination marketing fee due to CF&Co. upon the consummation of CF VI’s initial business combination will represent approximately 42% or approximately 6.4%, respectively, of the aggregate gross proceeds from the IPO, taking into account such redemptions at an assumed redemption amount of $10.00 per share.

In addition, CF&Co. will be paid a $15.0 million M&A advisory fee (which may be reduced if the CF VI Transaction Expenses exceed the CF VI Transaction Expenses Cap, as further described in “Certain Relationships and Related Party Transactions — CF VI — Engagement Letters”) and approximately $1.7 million of placement agent fees incurred in connection with, and due upon consummation of, the Business Combination. Such amounts will not be adjusted to account for redemptions of CF VI Public Shares. Assuming a pre-combination enterprise value of Rumble of $2.1 billion (excluding the $1.05 billion earn-out), and taking into account the “intermediate redemptions” and “maximum redemptions” scenarios described in this proxy statement/prospectus at an assumed redemption amount of $10.00 per share, the aggregate of all fees payable to CF&Co. upon Closing (comprised of the $10.5 million business combination marketing fee, the $15.0 million M&A advisory fee (which may be reduced, as further described in “Certain Relationships and Related Party Transactions — CF VI — Engagement Letters”) and approximately $1.7 million of placement agent fees) would represent approximately 1.2% and 1.2%, respectively, of the approximate post-combination enterprise value of the Combined Entity (before taking into account transaction expenses incurred in connection with the Business Combination and assuming no reduction of the M&A advisory fee).

The Business Combination Agreement contains a minimum cash requirement for CF VI. This requirement may make it more difficult for CF VI to complete the Business Combination as contemplated.

The Business Combination Agreement provides that Rumble’s obligation to consummate the Business Combination is conditioned on, among other things, a minimum cash requirement, which requires that, at or as of immediately prior to the Closing, the aggregate amount of CF VI Available Cash, after deducting the aggregate amount of all payments required to be made by CF VI in connection with the CF VI Share Redemption, plus the amount of cash available to the Combined Entity from the PIPE Investment and the Forward Purchase Investment is equal to at least $125.0 million.

In addition, pursuant to the CF VI Charter, in no event will CF VI redeem CF VI Public Shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 both immediately prior to and after the consummation of a business combination. If such conditions are not met, and such conditions are not or cannot be waived by the parties to the Business Combination Agreement, then the Business Combination Agreement could terminate, and the proposed Business Combination may not be consummated.

If such conditions are waived and the Business Combination is consummated, then the cash held by the Combined Entity and its subsidiaries in the aggregate after the Closing may not be sufficient to allow them to operate and pay their expenses and liabilities as they become due. The additional exercise of redemption rights with respect to a large number of CF VI’s public stockholders may make the Combined Entity unable to take such actions as may be desirable in order to optimize its capital structure after the Closing and the Combined Entity may not be able to raise additional financing from unaffiliated parties necessary to fund its expenses and liabilities after the Closing.

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CF VI and/or Rumble may seek to arrange for additional third-party financing which may be in the form of debt (including bank debt or convertible notes) or equity (including the sale of shares pursuant to additional PIPE subscriptions), the proceeds of which would be used to repay amounts outstanding under existing Rumble indebtedness at Closing or for other purposes (including, in the case of CF VI, to satisfy the CF VI Available Cash required to consummate the Business Combination). Such additional third-party financing may not be available to CF VI and/or Rumble. Even if such third-party financing is available, the ability of CF VI or Rumble to obtain such financing is subject to restrictions set forth in the Business Combination Agreement, including the consent of the other party. Furthermore, raising such additional financing may result in the incurrence of indebtedness at higher than desirable levels.

While CF VI and Rumble work to complete the Business Combination, Rumble’s management’s focus and resources may be diverted from operational matters and other strategic opportunities.

Successful completion of the Business Combination may place a significant burden on management and other internal resources of Rumble. The diversion of management’s attention and any difficulties encountered in the transition process could harm Rumble’s business, financial condition, results of operations and prospects and those of the Combined Entity following the Business Combination. In addition, uncertainty about the effect of the Business Combination on Rumble’s employees, consultants, customers, suppliers, partners, and other third-parties, including regulators, may have an adverse effect on the Combined Entity following the Business Combination. These uncertainties may impair the Combined Entity’s ability to attract, retain and motivate key personnel for a period of time after the completion of the Business Combination.

Subsequent to consummation of the Business Combination, the Combined Entity may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of its securities, which could cause you to lose some or all of your investment.

CF VI cannot assure you that the due diligence conducted in relation to Rumble has identified all material issues or risks associated with Rumble, its business or the industry in which it competes. Furthermore, CF VI cannot assure you that factors outside of Rumble’s and CF VI’s control will not later arise. As a result of these factors, the Combined Entity may be exposed to liabilities and incur additional costs and expenses and it may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in the Combined Entity reporting losses. Even if CF VI’s due diligence has identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with CF VI’s preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on the Combined Entity’s financial condition and results of operations and could contribute to negative market perceptions about the Combined Entity or its securities, including the Class A Common Stock. Additionally, CF VI does not have indemnification rights against the Rumble Shareholders under the Business Combination Agreement and all of the purchase price consideration will be delivered to the Rumble Shareholders at the Closing, subject to escrow and potential forfeiture in accordance with the section titled “The Business Combination Proposal — The Business Combination Agreement — Forfeiture or Earnout of Forfeiture Escrow Shares and Tandem Option Earnout Shares” below. Accordingly, any stockholders or warrant holders of CF VI who choose not to redeem or otherwise dispose of their shares of CF VI Common Stock or CF VI Warrants could suffer a reduction in the value of their shares of Class A Common Stock or Warrants. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value.

The historical financial results of Rumble and unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what Rumble’s actual financial position or results of operations would have been if it were a public company.

The historical financial results of Rumble included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows it would have achieved as a public company during the periods presented or those that the Combined Entity will achieve in the future. The Combined Entity’s financial condition and future results of operations could be materially different from amounts reflected in Rumble’s historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare the Combined Entity’s future results to historical results or to evaluate its relative performance or trends in its business.

As a privately held company, Rumble has not been required to comply with many corporate governance and financial reporting practices and policies required of a publicly traded company. As a result of the Business Combination, the Combined Entity will be a public company with significant operations, and as such (and particularly

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after it is no longer an “emerging growth company” or “smaller reporting company”), will face increased legal, accounting, administrative and other costs and expenses as a public company that it did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations implemented by the SEC, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements require the Combined Entity to carry out activities that Rumble has not done previously. In addition, expenses associated with SEC reporting requirements will be incurred. If any issues in complying with those requirements are identified (for example, if the auditors identify a significant deficiency or material weakness in the internal control over financial reporting), the Combined Entity could incur additional costs to rectify those issues, and the existence of those issues could adversely affect its reputation or investor perceptions. In addition, the Combined Entity will purchase director and officer liability insurance, which has substantial additional premiums. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs. The additional reporting and other obligations associated with being a public company will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. See also “Risks Related to CF VI and the Business Combination — CF VI is an “emerging growth company” within the meaning of the Securities Act and it has taken advantage of certain exemptions from disclosure requirements available to EGCs; this could make the Combined Entity’s securities less attractive to investors and may make it more difficult to compare the Combined Entity’s performance with other public companies.”

Similarly, the unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, Rumble being treated as the “acquiror” for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of Rumble on the date the Business Combination closes and the number of CF VI Public Shares that are redeemed in connection with the Business Combination.

Accordingly, such pro forma financial information may not be indicative of the Combined Entity’s future operating or financial performance and the Combined Entity’s actual financial condition and results of operations may vary materially from the pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The Sponsor or CF VI’s or Rumble’s respective directors, officers, advisors or respective affiliates may elect to purchase shares of CF VI Class A Common Stock from CF VI’s public stockholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of the CF VI Class A Common Stock.

At any time at or prior to the Business Combination, subject to applicable securities laws, the Sponsor or CF VI’s or Rumble’s respective directors, officers, advisors or respective affiliates may (1) purchase CF VI Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Proposals, or elect to redeem, or indicate an intention to redeem, CF VI Public Shares, (2) execute agreements to purchase such shares from such investors in the future, or (3) enter into transactions with such investors and others to provide them with incentives to acquire CF VI Public Shares, vote their CF VI Public Shares in favor of the Proposals or not redeem their CF VI Public Shares. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of the shares of CF VI Common Stock, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or CF VI’s or Rumble’s respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (1) increase the likelihood of the Proposals being approved and (2) limit the number of CF VI Public Shares electing to redeem.

Entering into any such arrangements may have a depressive effect on the price of CF VI Common Stock prior to consummation of the Business Combination, or the Class A Common Stock following consummation of the Business Combination (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the

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Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Proposals and would likely increase the chances that the Proposals would be approved. In addition, if such purchases are made, the public “float” of the CF VI Public Shares and the number of beneficial holders of CF VI’s securities prior to the Business Combination (and consequently, the number of beneficial holders of Class A Common Stock following consummation of the Business Combination), may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of the Combined Entity’s securities on a national securities exchange.

CF VI cannot be certain as to the number of CF VI Public Shares that will be redeemed and the potential impact to CF VI Stockholders who do not elect to redeem their CF VI Public Shares.

There is no guarantee that a CF VI Stockholder’s decision whether to redeem its shares of CF VI Class A Common Stock for a pro rata portion of the Trust Account will put the CF VI Stockholder in a better future economic position. CF VI can give no assurance as to the price at which a CF VI Stockholder may be able to sell its Class A Common Stock in the future following the Closing or its shares of CF VI Class A Common Stock following any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, and including redemptions of CF VI Public Shares may cause an increase or decrease in the share price of the Combined Entity and may result in a lower value realized now than a CF VI Stockholder might realize in the future had the CF VI Stockholder not redeemed its CF VI Public Shares. Similarly, if a CF VI Stockholder does not redeem its CF VI Public Shares, the CF VI Stockholder will bear the risk of ownership of the CF VI Public Shares or the Class A Common Stock, as applicable, after the consummation of any initial business combination, and there can be no assurance that a CF VI Stockholder can sell its shares in the future for a greater amount than the redemption price for CF VI Public Shares. A CF VI Stockholder should consult its own tax and/or financial advisor for assistance on how this may affect its individual situation.

On August 9, 2022, the closing price per share of CF VI Class A Common Stock was $10.02. CF VI Stockholders should be aware that while CF VI is unable to predict the price per share of Class A Common Stock following the consummation of the Business Combination (and accordingly it is unable to calculate the potential impact of redemptions on the per-share market price of CF VI Public Shares owned by non-redeeming CF VI Stockholders), increased levels of redemptions by CF VI Stockholders may be a result of the price per share of CF VI Class A Common Stock falling below the redemption price. We expect that more CF VI Stockholders may elect to redeem their CF VI Public Shares if the share price of the CF VI Class A Common Stock is below the projected redemption price of $10.00 per share, and we expect that more CF VI Stockholders may elect not to redeem their CF VI Public Shares if the share price of the CF VI Class A Common Stock is above the projected redemption price of $10.00 per share. Each CF VI Public Share that is redeemed will represent both (i) a reduction, equal to the amount of the redemption price, of the cash that will be available to the Combined Entity from the Trust Account and (ii) an increase in each CF VI Stockholder’s pro rata ownership interest in the Combined Entity following the consummation of the Business Combination. In addition, in the event that more than approximately 27.5 million CF VI Public Shares are redeemed, the Minimum Cash Amount as set forth in the Business Combination Agreement may not be satisfied, and the Business Combination may not be consummated (although such condition may be waived by Rumble).

If third-parties bring claims against CF VI, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by holders of CF VI Class A Common Stock may be less than $10.00 per share.

CF VI’s placing of funds in the Trust Account may not protect those funds from third-party claims against CF VI. Although CF VI seeks to have all vendors, service providers (other than its independent registered public accounting firm or underwriters in the IPO), prospective target businesses or other entities with which CF VI does business execute agreements with CF VI waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against CF VI’s assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, CF VI’s management will perform an analysis of the alternatives available to it and will enter into an agreement with a third-party that has not executed a waiver only if management believes that such third-party’s engagement would be significantly more beneficial to CF VI than any alternative.

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Examples of possible instances where CF VI may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where CF VI is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with CF VI and will not seek recourse against the Trust Account for any reason. Upon redemption of the CF VI Public Shares, if CF VI is unable to complete an initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with its initial business combination, CF VI will be required to provide for payment of claims of creditors that were not waived that may be brought against CF VI within the 10 years following redemption. Accordingly, the per share redemption amount received by CF VI’s public stockholders could be less than the $10.00 per share currently held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to CF VI if and to the extent any claims by a third-party (other than CF VI’s independent registered public accounting firm and underwriters in the IPO) for services rendered or products sold to CF VI, or a prospective target business with which CF VI has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per CF VI Public Share or (2) such lesser amount per CF VI Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under CF VI’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. CF VI has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and CF VI has not asked the Sponsor to reserve for such indemnification obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for CF VI’s initial business combination and redemptions could be reduced to less than $10.00 per CF VI Public Share. In such event, CF VI may not be able to complete its initial business combination, and CF VI’s public stockholders would receive such lesser amount per share in connection with any redemption of its CF VI Public Shares. No member of CF VI’s management team will indemnify CF VI for claims by third-parties including, without limitation, claims by vendors and prospective target businesses.

If, after CF VI distributes the proceeds in the Trust Account to its public stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against CF VI that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of the CF VI Board may be viewed as having breached its fiduciary duties to CF VI’s creditors, thereby exposing the members of the CF VI Board and CF VI to claims of punitive damages.

If, after CF VI distributes the proceeds in the Trust Account to its public stockholders, CF VI files a bankruptcy petition or an involuntary bankruptcy petition is filed against CF VI that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by CF VI Stockholders. In addition, the CF VI Board may be viewed as having breached its fiduciary duty to CF VI’s creditors and/or having acted in bad faith by paying CF VI’s public stockholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and CF VI to claims of punitive damages.

If, before distributing the proceeds in the Trust Account to CF VI’s public stockholders, CF VI files a bankruptcy petition or an involuntary bankruptcy petition is filed against CF VI that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of CF VI Stockholders and the per-share amount that would otherwise be received by CF VI Stockholders in connection with CF VI’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to CF VI’s public stockholders, CF VI files a bankruptcy petition or an involuntary bankruptcy petition is filed against CF VI that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in CF VI’s bankruptcy estate and subject to the claims of third-parties with priority over the claims of CF VI Stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by CF VI’s public stockholders in connection with its liquidation would be reduced.

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The CF VI Board may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the public stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While CF VI currently expects that its independent directors would take legal action on CF VI’s behalf against the Sponsor to enforce its indemnification obligations to CF VI, it is possible that CF VI’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If CF VI’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the public stockholders may be reduced below $10.00 per share.

CF VI Stockholders may be held liable for claims by third-parties against CF VI to the extent of distributions received by them upon redemption of their CF VI Public Shares.

Under the DGCL, stockholders may be held liable for claims by third-parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to CF VI’s public stockholders upon the redemption of the CF VI Public Shares in the event CF VI does not complete an initial business combination within the required time period may be considered a liquidating distribution under the DGCL. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is CF VI’s intention to redeem the CF VI Public Shares as soon as reasonably possible following the required time period in the event CF VI does not complete an initial business combination and, therefore, it does not intend to comply with the foregoing procedures.

Because CF VI does not intend to comply with Section 280 of the DGCL, Section 281(b) of the DGCL requires it to adopt a plan, based on facts known to it at such time that will provide for its payment of all existing and pending claims or claims that may be potentially brought against it within the 10 years following its dissolution. However, because CF VI is a blank check company, rather than an operating company, and CF VI’s operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from CF VI’s vendors (such as lawyers, investment bankers, consultants, etc.) or prospective target businesses. If CF VI’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. There can be no assurances that CF VI will properly assess all claims that may be potentially brought against it. As such, CF VI Stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of CF VI Stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to CF VI’s public stockholders upon the redemption of the CF VI Public Shares in the event CF VI does not complete an initial business combination within the required time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

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Payments in connection with the exercise of dissent rights by Rumble Shareholders may impair the Combined Entity’s financial resources.

Registered holders of Rumble Shares have the right to exercise certain dissent rights and receive payment of the fair value of their Rumble Shares in cash in connection with the Arrangement in accordance with the OBCA, as modified by the Interim Order and Plan of Arrangement. If there are a significant number of dissenting Rumble Shareholders, a substantial cash payment may be required to be made to such dissenting shareholders that could have an adverse effect on the Combined Entity’s financial condition and cash resources if the Arrangement is completed. See “Special Meeting of CF VI Stockholders — Appraisal and Dissenting Rights.”

CF VI has previously identified a material weakness in its internal control over financial reporting which was not remediated as of December 31, 2021 or March 31, 2022. If CF VI (or following the Business Combination, the Combined Entity) is unable to maintain an effective system of internal control over financial reporting, CF VI (or following the Business Combination, the Combined Entity) may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence and materially and adversely affect business and operating results.

As described in Note 1 to the December 31, 2021 audited financial statements of CF VI included elsewhere in this proxy statement/prospectus, CF VI reevaluated (i) the accounting treatment of the CF VI Public Warrants, the CF VI Placement Warrants and the Forward Purchase Securities and determined that such warrants and Forward Purchase Securities do not meet the conditions of equity classification and accordingly, should be recorded as liabilities on CF VI’s balance sheet, and (ii) its accounting of the CF VI Public Shares, in connection with which it determined that the redeemable CF VI Public Shares should be reclassified from permanent equity to temporary equity. In connection with such assessments, CF VI determined it was appropriate to restate its previously reported balance sheet as of February 23, 2021 and previously filed Forms 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021 (collectively, the “Restatements”). In connection with the foregoing developments and as a result of the Restatements, CF VI identified a material weakness in its internal control over financial reporting related to the accounting for complex financial instruments as of December 31, 2021. The material weakness was not remediated as of March 31, 2022, as further described in CF VI’s unaudited condensed consolidated financial statements as of March 31, 2022 and for the quarter ended March 31, 2022 included elsewhere in this proxy statement/prospectus.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary to provide reliable financial reports and prevent fraud.

In light of the material weakness described above, CF VI has continued to enhance its system of evaluating and implementing the accounting standards that apply to its financial statements, including through enhanced analyses by its personnel and third-party professionals with whom CF VI consults regarding complex accounting applications. The elements of CF VI’s remediation plan can only be accomplished over time, and CF VI can offer no assurance that these initiatives will ultimately have the intended effects. CF VI was targeting completion of its remediation efforts for the quarter ended June 30, 2022. The status of such efforts will be disclosed in CF VI’s Form 10-Q for the quarter ended June 30, 2022, when filed.

If CF VI or its management (or following the Business Combination, the Combined Entity) identifies any new material weaknesses in the future, any such newly identified material weakness could limit its ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its annual or interim financial statements. In such case, it may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in its financial reporting and its stock price may decline as a result. There can be no assurances that the measures CF VI has taken to date, or any measures it (or following the Business Combination, the Combined Entity) may take in the future, will be sufficient to avoid potential future material weaknesses.

CF VI’s financial statements express substantial doubt about CF VI’s ability to continue as a going concern.

For the year ended December 31, 2021 and the quarter ended March 31, 2022, conditions existed that raised substantial doubt about CF VI’s ability to continue as a going concern. If CF VI is unable to raise additional funds to alleviate liquidity needs and complete a business combination by February 23, 2023, CF VI will cease all operations except for the purpose of liquidating, in connection with which the CF VI Public Shares will be redeemed.

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CF VI is an “emerging growth company” within the meaning of the Securities Act and it has taken advantage of certain exemptions from disclosure requirements available to emerging growth companies; this could make the Combined Entity’s securities less attractive to investors and may make it more difficult to compare the Combined Entity’s performance with other public companies.

CF VI is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act and has taken advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act. As a result, CF VI Stockholders may not have access to certain information they may deem important. There can be no assurances whether investors will find CF VI’s or the Combined Entity’s securities less attractive because CF VI and, following the Closing, the Combined Entity rely on these exemptions. If some investors find the securities less attractive as a result of reliance on these exemptions, the trading prices of the Combined Entity’s securities may be lower than they otherwise would be, there may be a less active trading market for the Combined Entity’s securities and the trading prices of the securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. CF VI has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, CF VI, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of its financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Pursuant to the JOBS Act, CF VI’s (and following the Closing, the Combined Entity’s) independent registered public accounting firm will not be required to attest to the effectiveness of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 for so long as it is an “emerging growth company”.

Section 404 of the Sarbanes-Oxley Act of 2002 requires annual management assessments of the effectiveness of internal controls over financial reporting, and generally requires in the same report a report by a public company’s independent registered public accounting firm on the effectiveness of its internal controls over financial reporting. Following the Business Combination, the Combined Entity will continue to be required to provide management’s attestation on internal controls effective with respect to the year ended December 31, 2022, in accordance with applicable SEC guidance.

However, under the JOBS Act, CF VI’s (and following the Closing, the Combined Entity’s) independent registered public accounting firm will not be required to attest to the effectiveness of its internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until it is no longer an “emerging growth company.” The Combined Entity could be an “emerging growth company” until the earlier of (1) the last day of the fiscal year (a) following February 23, 2026, the fifth anniversary of CF VI’s IPO, (b) in which the Combined Entity has total annual gross revenue of at least $1.07 billion, (c) the Combined Entity’s non-convertible debt issued within a three year period exceeds $1 billion, or (d) if the market value of the Combined Entity’s shares that are held by non-affiliates exceeds $700 million on the last day of its second fiscal quarter.

Legal proceedings in connection with the Business Combination or otherwise, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination or otherwise adversely impact CF VI, the Combined Entity, or their respective stockholders.

In connection with business combination transactions similar to the proposed Business Combination, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that the proxy statement/prospectus provided to shareholders contains false and misleading statements and/or omits material information concerning the transaction. Legal proceedings instituted against Rumble, CF VI, or their respective officers or directors could delay or prevent the Business Combination from becoming effective within the expected timeframe. In addition, on January 27, 2022, Rumble received notification of a lawsuit filed by Kosmayer Investment Inc.

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(“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. On June 3, 2022, Rumble served its statement of defence on KII. KII filed a reply pleading on June 15, 2022. KII is seeking rescission of such redemption such that, following such rescission, KII would own 20% of the issued and outstanding Rumble Shares 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 Rumble Shares in the Business Combination), together with other damages including punitive damages and costs. Although Rumble believes that the allegations are meritless and intends to vigorously defend against them, the result or impact of such claim, or any other claim that may be brought or threatened in connection with the Business Combination, is uncertain, and could result in, among other things, damages, and/or awards of attorneys’ fees or expenses.

The proposed Business Combination may be subject to regulatory review and approval requirements, including by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”).

The Business Combination may be subject to regulatory review and approval requirements. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information, access or governance rights involved. Prior to the closing of the Business Combination, Rumble, which is a corporation formed under the laws of the Province of Ontario, Canada, is controlled by Chris Pavlovski, a Canadian national. Upon the completion of the Business Combination, the only foreign persons who may have “control” over Rumble, as that term is defined in the CFIUS regulations at 31 C.F.R. § 800.208, will be Mr. Pavlovski and its public company parent (i.e., the Combined Entity), a Delaware corporation, which will be controlled by Mr. Pavlovski by virtue of his ownership of the high-vote Class D Common Stock. Although no CFIUS-related delays are anticipated, and it is not mandatory to submit a CFIUS filing with respect to the Business Combination, CFIUS may decide to review the transaction, to block or delay the Business Combination, or to impose conditions with respect to it. If the Business Combination is unable to be consummated within the applicable time period required, including as a result of extended regulatory review, CF VI will redeem the CF VI Public Shares for a pro rata portion of the funds held in the Trust Account and as promptly as reasonably possible following such redemption, subject to the approval of CF VI’s remaining shareholders and the CF VI Board, liquidate and dissolve, subject in each case to CF VI’s obligations under applicable law. In such event, the CF VI Stockholders will miss the opportunity to benefit from the Business Combination and the appreciation in value of such investment, and the Warrants will be worthless.

The provision of the Combined Entity Charter that authorizes the Combined Entity Board to issue preferred stock from time to time based on terms approved by the Combined Entity Board may delay, defer or prevent a tender offer or takeover attempt that public stockholders might consider in their best interest.

The provision of the Combined Entity Charter that authorizes the Combined Entity Board to issue preferred stock from time to time based on terms approved by the Combined Entity Board may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest.

The Combined Entity Charter contains forum limitations for certain disputes between us and our stockholders that could limit the ability of stockholders to bring claims against us or our directors, officers and employees in jurisdictions preferred by stockholders.

The Combined Entity Charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for (i) any derivative lawsuit brought on our behalf, (ii) any lawsuit against our current or former directors, officers, employees or stockholders asserting a breach of a fiduciary duty owed by any such person to us or our stockholders, (iii) any lawsuit asserting a claim arising under any provision of the DGCL, our charter or bylaws (each, as in effect from time to time), or (iv) any lawsuit governed by the internal affairs doctrine of the State of Delaware. The foregoing forum provisions do not apply to claims arising under the Securities Act, the Exchange Act or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction. The Combined Entity Charter also provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America are the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Following the Closing, the foregoing forum provisions may prevent or limit a stockholder’s ability to file a lawsuit in a judicial forum that it prefers for disputes with us or our directors, officers, employees or stockholders, which may discourage such lawsuits, make them more difficult or expensive to pursue, and result in outcomes that are less favorable to such stockholders than outcomes that may have been attainable in other jurisdictions, although though stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

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There is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act because Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act claims.

In addition, notwithstanding the inclusion of the foregoing forum provisions in the Combined Entity Charter, courts may find the foregoing forum provisions to be inapplicable or unenforceable in certain cases that the foregoing forum provisions purport to address, including claims brought under the Securities Act. If this were to occur in any particular lawsuit, we may incur additional costs associated with resolving such lawsuit in other jurisdictions or resolving lawsuits involving similar claims in multiple jurisdictions, all of which could harm our business, results of operations, and financial condition.

The CEO of the Combined Entity will have control over key decision making as a result of his control of a majority of the voting power of the Combined Entity’s outstanding capital stock.

As the beneficial owner of all of the Class D Common Stock of the Combined Entity upon the closing of the Business Combination, Chris Pavlovski, who will become the CEO of the Combined Entity upon the closing of the Business Combination, will initially be able to exercise voting rights with respect to 85% of the voting power of the Combined Entity’s outstanding capital stock. After the closing of the Business Combination, for so long as Mr. Pavlovki continues to beneficially own at least approximately 8.47 million of the issued and outstanding shares of Class D Common Stock (assuming, for this purpose, that the number of outstanding shares of all classes of capital stock of the Combined Entity continues to equal the same number of shares outstanding as of the closing of the Business Combination), Mr. Pavlovski will continue to control the outcome of matters submitted to shareholders of the Combined Entity for approval. Such number represents approximately 8.0% of the shares of Class D Common Stock that Mr. Pavlovski is expected to own upon Closing. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future. Further, the Combined Entity Charter will not include a sunset provision for the high vote feature of the Class D Common Stock, meaning this feature will persist indefinitely (unless amended or until all of the shares of Class D Common Stock have been redeemed by the Combined Entity in connection with future transfers (other than “permitted transfers”) of shares of Class A Common Stock or ExchangeCo Exchangeable Shares by Mr. Pavlovski). As a result, Mr. Pavlovski may control or effectively control the voting of the Combined Entity, even if he holds only a small economic interest. Consequently, in the event Mr. Pavlovski liquidates a significant portion of his economic interest in the Combined Entity following the Closing, Mr. Pavlovski may no longer be incentivized (or incentivized to the same extent) to exercise his voting control, including in connection with the types of decisions further described below, in a manner that will maximize the economic value of the Combined Entity.

Because of the voting ratio between the Class D Common Stock on the one hand, and the Class A Common Stock and Class C Common Stock of the Combined Entity, on the other hand, Mr. Pavlovski will have the ability to control the outcome of matters submitted to the Combined Entity’s stockholders for approval, including the election of directors, amendments to the Combined Entity’s organizational documents, and any merger, consolidation, or sale of all or substantially all of the Combined Entity’s assets. The Combined Entity Charter provides that the Combined Entity may not issue any shares of Class D Common Stock except in connection with the subscription for shares of Class D Common Stock by Mr. Pavlovski in connection with the Closing, so all of the Class D Common Stock will be held by Mr. Pavlovski and/or his transferees. In this regard, no shares of Class D Common Stock may be transferred by Mr. Pavlovski unless the transfer is made to a Qualified Class D Transferee. As a result, only Mr. Pavlovski will have the right to vote and control the Class D Common Stock, meaning that Mr. Pavlovski will not be entitled to transfer voting control of the Company to another person or entity not controlled by Mr. Pavlovski through the transfer of Class D Common Stock.

This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of the Combined Entity’s assets that the Combined Entity’s other stockholders support, or conversely this concentrated control could result in the consummation of such a transaction that the Combined Entity’s other stockholders do not support. This concentrated control could also discourage a potential investor from acquiring the Combined Entity’s publicly traded Class A Common Stock, which will have limited voting power relative to the Class D Common Stock that will be held by Mr. Pavlovski, and might harm the trading price of the Combined Entity’s Class A Common Stock. In addition, Mr. Pavlovski will have the ability to control the management and major strategic investments of the Combined Entity as a result of his position as the Combined Entity’s CEO and his ability to control the election of the Combined Entity’s directors. As a board member and officer, Mr. Pavlovski will owe a fiduciary duty to the Combined Entity’s stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of the Combined Entity’s stockholders. As a stockholder, even a controlling stockholder, Mr. Pavlovski will be entitled to vote his shares in his own interests, which may not always be in the interests of the Combined Entity’s stockholders generally.

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The Combined Entity’s CEO may be incentivized to focus on the short-term share price as a result of his interest in Forfeiture Escrow Shares.

Mr. Pavlovski, the CEO and controlling shareholder of the Combined Entity, will hold Forfeiture Escrow Shares upon Closing of the Business Combination. Such shares will vest in the event certain share price thresholds are satisfied, as further described in the section titled section titled “The Business Combination Proposal — The Business Combination Agreement — Forfeiture or Earnout of Forfeiture Escrow Shares and Tandem Option Earnout Shares,” but if such price thresholds are not satisfied in the applicable time periods, such shares will be forfeited and cancelled. Accordingly, Mr. Pavlovski may be incentivized to focus on short-term results which may have a positive effect on the Combined Entity’s share price at the expense of the long-term success of the Company.

The Combined Entity does not expect to declare any dividends in the foreseeable future.

After the Closing, the Combined Entity does not anticipate declaring any cash dividends to holders of its Common Stock in the foreseeable future. Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Risks Related to the CF VI Share Redemption

Public stockholders who wish to redeem their CF VI Public Shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If CF VI Stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their CF VI Public Shares for a pro rata portion of the funds held in the Trust Account.

A CF VI public stockholder will be entitled to receive cash for any CF VI Public Shares to be redeemed only if such CF VI public stockholder: (1)(a) holds CF VI Public Shares, or (b) if the CF VI public stockholder holds CF VI Public Shares through CF VI Units, the CF VI public stockholder elects to separate its CF VI Units into the underlying CF VI Public Shares and CF VI Warrants prior to exercising its redemption rights with respect to the CF VI Public Shares; (2) prior to 5:00 p.m. Eastern Time on September 13, 2022 (two business days before the scheduled date of the Special Meeting) submits a written request to Continental Stock Transfer & Trust Company, CF VI’s transfer agent, that CF VI redeems all or a portion of its CF VI Public Shares for cash, affirmatively certifying in its request if it “IS” or “IS NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of CF VI Common Stock; and (3) delivers its CF VI Public Shares to CF VI’s transfer agent physically or electronically through DTC. In order to obtain a physical share certificate, a stockholder’s broker or clearing broker, DTC and CF VI’s transfer agent will need to act to facilitate this request. It is CF VI’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from CF VI’s transfer agent. However, because CF VI does not have any control over this process or over DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, public stockholders who wish to redeem their CF VI Public Shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

If the Business Combination is consummated, and if a CF VI public stockholder properly exercises its right to redeem all or a portion of the CF VI Public Shares that it holds, including timely delivering its shares to CF VI’s transfer agent, such CF VI Public Shares will be redeemed for a per-share price, payable in cash calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable). Please see the section titled “Special Meeting of CF VI Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If a CF VI public stockholder fails to receive notice of CF VI’s offer to redeem CF VI Public Shares in connection with the Business Combination or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

If, despite CF VI’s compliance with the proxy rules, a CF VI public stockholder fails to receive CF VI’s proxy materials, such CF VI public stockholder may not become aware of the opportunity to redeem his, her or its CF VI Public Shares. In addition, the proxy materials that CF VI is furnishing to holders of CF VI Public Shares in connection with the Business Combination describe the various procedures that must be complied with in order

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to validly redeem the CF VI Public Shares. In the event that a CF VI public stockholder fails to comply with these procedures, its CF VI Public Shares may not be redeemed. Please see the section titled “Special Meeting of CF VI Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of CF VI Stockholders of which you are a part are deemed to hold an aggregate of more than 15% of the CF VI Public Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the CF VI Public Shares.

A CF VI public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the CF VI Public Shares. In order to determine whether a CF VI Stockholder is acting in concert or as a group with another CF VI Stockholder, CF VI will require each CF VI Stockholder seeking to exercise redemption rights to certify to it whether such CF VI Stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to CF VI at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which CF VI makes the above-referenced determination. A CF VI public stockholder’s inability to redeem any such excess shares will reduce its influence over CF VI’s ability to consummate the Business Combination and such CF VI Stockholder could suffer a material loss on its investment in CF VI if it sells such excess shares in open market transactions. Additionally, CF VI’s public stockholders will not receive redemption distributions with respect to such excess shares if CF VI consummates the Business Combination. As a result, CF VI public stockholders will continue to hold that number of shares aggregating to more than 15% of the CF VI Public Shares and, in order to dispose of such excess shares, would be required to sell its stock in open market transactions, potentially at a loss. CF VI cannot assure its stockholders that the value of such excess shares will appreciate over time following the Business Combination or that the market price of the CF VI Public Shares will exceed the per-share redemption price. Notwithstanding the foregoing, CF VI Stockholders may challenge CF VI’s determination as to whether a CF VI Stockholder is acting in concert or as a group with another CF VI Stockholder in a court of competent jurisdiction.

However, CF VI Stockholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

CF VI Stockholders who redeem their shares of CF VI Common Stock will continue to hold any CF VI Warrants they own, which will result in additional dilution to non-redeeming holders upon the exercise of such Warrants.

CF VI Stockholders who redeem their shares of CF VI Common Stock will continue to hold CF VI Warrants they owned prior to redemption, which will result in additional dilution to non-redeeming holders upon exercise of such Warrants. Assuming (i) all redeeming CF VI Stockholders acquired CF VI Units in the IPO and continued to hold all the CF VI Warrants that were included in the CF VI Units, and (ii) maximum redemption of the shares of CF VI Common Stock held by the redeeming CF VI Stockholders, approximately 6.9 million CF VI Warrants would be retained by redeeming CF VI Stockholders, with an aggregate value of approximately $8.9 million, based on the closing price of $1.29 of the CF VI Warrants as of August 9, 2022. As a result, the redeeming CF VI Stockholders would recoup their entire investment and hold Warrants with an aggregate market value of approximately $8.9 million. In the event the non-redeeming holders exercise such Warrants, non-redeeming CF VI Stockholders would suffer additional dilution in their percentage ownership and voting interest of the Combined Entity.

Risks Related to Being a Public Company

Following the consummation of the Business Combination, the Combined Entity will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

Following the consummation of the Business Combination, the Combined Entity will face a significant increase in insurance, legal, accounting, administrative and other costs and expenses as a public company that Rumble does not incur as a private company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board, the SEC and the securities exchanges, impose additional reporting and other obligations on public companies.

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Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require the Combined Entity to carry out activities Rumble has not done previously. For example, the Combined Entity will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, additional expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), the Combined Entity could incur additional costs to rectify those issues, and the existence of those issues could adversely affect the Combined Entity’s reputation or investor perceptions of it. Being a public company could make it more difficult or costly for the Combined Entity to obtain certain types of insurance, including director and officer liability insurance, and the Combined Entity may be forced to accept reduced policy limits and coverage with increased self-retention risk or incur substantially higher costs to obtain the same or similar coverage. Being a public company could also make it more difficult and expensive for the Combined Entity to attract and retain qualified persons to serve on the Combined Entity Board, board committees or as executive officers. Furthermore, if the Combined Entity is unable to satisfy its obligations as a public company, it could be subject to delisting of its Class A Common Stock, fines, sanctions and other regulatory action and potentially civil litigation.

The additional reporting and other obligations imposed by various rules and regulations applicable to public companies will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require the Combined Entity to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by shareholders and third-parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

There can be no assurance that the Combined Entity will be able to comply with the continued listing standards of Nasdaq.

The Combined Entity’s continued eligibility for listing may depend on the number of CF VI Public Shares that are redeemed. If, after the Business Combination, Nasdaq delists the Combined Entity’s shares from trading on its exchange for failure to meet the listing standards and the Combined Entity is not able to list such securities on another national securities exchange, the securities of the Combined Entity could be quoted on an over-the-counter market. If this were to occur, the Combined Entity and its stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for the Combined Entity’s securities;

•        reduced liquidity for the Combined Entity’s securities;

•        a determination that the Class A Common Stock is a “penny stock,” which will require brokers trading the Class A Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of Class A Common Stock;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the Combined Entity, its business, or its market, or if they change their recommendations regarding the Combined Entity’s securities adversely, the price and trading volume of the Combined Entity’s securities could decline.

The trading market for the Combined Entity’s securities will be influenced by the research and reports that industry or securities analysts may publish about the Combined Entity, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on the Combined Entity. If no securities or industry analysts commence coverage of the Combined Entity, the Combined Entity’s share price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Combined Entity change their recommendation regarding the Combined Entity’s shares of common stock adversely, or provide more favorable relative recommendations about the Combined Entity’s competitors, the price of the Combined Entity’s shares of common stock would likely decline. If any analyst who may cover the Combined Entity were to cease coverage of the Combined Entity or fail to regularly publish reports on it, the Combined Entity could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus

Introduction

The following unaudited pro forma condensed combined balance sheet as of March 31, 2022 and the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2022 present the historical financial statements of CF VI and Rumble, adjusted to reflect the Business Combination, and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 presents the historical financial statements of CF VI, Rumble and Locals adjusted to reflect the Business Combination and Rumble’s acquisition of Locals completed on October 25, 2021. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”.

The unaudited pro forma condensed combined balance sheet as of March 31, 2022 combines the historical balance sheet of CF VI and the historical balance sheet of Rumble, on a pro forma basis as if the Business Combination, summarized below, had been consummated on March 31, 2022. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2022 and year ended December 31, 2021 combine the historical statements of operations of CF VI and the historical statements of operations of Rumble for such periods, and the historical statement of operations for Locals from January 1, 2021 through October 25, 2021, on a pro forma basis as if the Business Combination and Locals Acquisition, summarized below, had been consummated on January 1, 2021.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

•        the accompanying notes to the unaudited pro forma condensed combined financial statements;

•        the historical unaudited condensed consolidated financial statements of CF VI as of and for the three months ended March 31, 2022 and the related notes included elsewhere in this proxy statement/prospectus;

•        the historical audited consolidated financial statements of CF VI as of and for the year ended December 31, 2021 and the related notes included elsewhere in this proxy statement/prospectus;

•        the historical unaudited condensed consolidated financial statements of Rumble as of and for the three months ended March 31, 2022 and the related notes included elsewhere in this proxy statement/prospectus;

•        the historical audited consolidated financial statements of Rumble as of and for the year ended December 31, 2021 and the related notes included elsewhere in this proxy statement/prospectus;

•        the discussion of the financial condition and results of operations of CF VI and Rumble in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CF. VI” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Rumble,” respectively; and

•        other information relating to CF VI and Rumble contained in this proxy statement/prospectus, including the Business Combination Agreement and the description of certain terms thereof set forth in the section entitled “The Business Combination Proposal‒The Business Combination Agreement.”

Description of the Transaction

CF VI and Rumble entered into the Business Combination Agreement dated December 1, 2021. If the Business Combination Agreement is approved and adopted by CF VI Stockholders and the transactions under the Business Combination Agreement are consummated, Rumble will become a wholly owned subsidiary of CF VI. In

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addition, in connection with the consummation of the Business Combination, CF VI will be renamed “Rumble, Inc.” and is referred to as the “Combined Entity” as of the time following such change of name. Under the terms of the Business Combination Agreement, upon the closing of the Business Combination, among other things:

•        for each Rumble Share held by the Electing Shareholders, such Electing Shareholder will receive a number of ExchangeCo Shares equal to the Rumble Exchange Ratio, and such Electing Shareholders shall concurrently subscribe for nominal value for a corresponding number of shares of Class C Common Stock; and

•        for each Rumble Share held by the Non-Electing Shareholders, such Non-Electing Shareholder will receive a number of shares of Class A Common Stock equal to the Rumble Exchange Ratio.

In addition, under the Business Combination Agreement and the Plan of Arrangement:

•        all outstanding options to purchase Rumble Shares will be exchanged for the Exchanged Rumble Options; and

•        the outstanding warrant to purchase Rumble Shares will be exchanged for a number of shares of Class A Common Stock equal to the product (rounded down to the nearest whole number) of the number of shares of Rumble capital stock subject to the warrant and the Rumble Exchange Ratio.

In addition, for an aggregate purchase price of $1.0 million, upon the Closing and pursuant to a subscription agreement to be entered into between Mr. Pavlovski and CF VI, the Combined Entity will issue and sell to Mr. Pavlovski a fixed number of shares of Class D Common Stock having a certain number of “super-voting” rights per share (such number of votes per share to be determined following expiry of the redemption deadline (i.e., two business days before the Special Meeting), based on the number of shares being redeemed) such that, after taking into account the shares of Class A Common Stock (if any) and Class C Common Stock to be issued to Mr. Pavlovski at Closing, upon Closing, Mr. Pavlovski will have 85% of the voting power of the Combined Entity on a fully-diluted basis. Such shares of Class D Common Stock to be issued to Mr. Pavlovski will be the only issued and outstanding shares of Class D Common Stock.

The Closing of the Business Combination is conditioned upon, among other things, the aggregate amount of CF VI Available Cash, after deducting the aggregate amount of all payments required to be made by CF VI in connection with redemptions by CF VI’s public stockholders, plus the amount of cash available to the Combined Entity from the PIPE Investment and the Forward Purchase Investment being equal to at least $125.0 million.

For more, see “The Business Combination Proposal.”

On October 25, 2021, Rumble and Locals entered into an Agreement and Plan of Merger, which closed concurrently with execution and pursuant to which each share of Locals Common Stock and Preferred Stock issued and outstanding immediately prior to the effective time was cancelled, extinguished and converted automatically into the right to receive a number of Rumble Class A Common Shares and Rumble Class B Common Shares. In addition, each Locals option outstanding prior to the effective time was cancelled and substituted for Rumble options to purchase a number of Rumble Class B Common Shares.

The following summarizes the pro forma number of shares of Class A Common Stock outstanding following the consummation of the Business Combination and the PIPE Investment under three separate redemption scenarios, discussed further in the sections below:

 

No
Redemption Scenario

  

Intermediate
Redemption Scenario

  

Maximum
Redemption Scenario
   

Shares

  

%

  

Shares

  

%

  

Shares

  

%

CF VI Public Stockholders

  

30,000,000

  

10.6

%

  

16,249,757

  

6.1

%

  

2,499,515

  

1.0

%

Sponsor Related Parties and Other Holders of Founder Shares(1)(2)

  

12,401,500

  

4.4

%

  

12,401,500

  

4.6

%

  

12,401,500

  

4.9

%

Rumble Shareholders(3)(4)(5)

  

233,302,362

  

82.8

%

  

233,302,362

  

87.0

%

  

233,302,362

  

91.7

%

PIPE Investors(6)

  

6,173,500

  

2.2

%

  

6,173,500

  

2.3

%

  

6,173,500

  

2.4

%

Closing Shares

  

281,877,362

  

100.0

%

  

268,127,119

  

100.0

%

  

254,376,877

  

100.0

%

____________

(1)      Sponsor Related Parties consist of the Sponsor and officers and employees of Cantor and its affiliates (and family members of such persons), and Other Holders of Founder Shares consist of two of the independent directors of CF VI. Includes 759,000 PIPE Shares being issued and sold to the Sponsor, 1,567,500 PIPE Shares being issued and sold to officers and employees of Cantor and its affiliates (and family members of such persons), and the Founder Shares held by the two CF VI independent directors that own Founder Shares.

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(2)      Includes 1,963,750, 2,723,169 and 3,482,588 shares of Class A Common Stock in the No Redemption, Intermediate Redemption and Maximum Redemption scenarios, respectively, held by the Sponsor that will be subject to forfeiture and cancellation based on the earnout in the Sponsor Support Agreement. Until these shares of Class A Common Stock held by the Sponsor are cancelled, Sponsor will have full ownership rights including the right to vote and receive dividends and distributions.

(3)      Includes a one-time grant of 1,100,000 restricted shares of Class A Common Stock, or restricted stock awards, that will be issued to Chris Pavlovski upon the closing of the Business Combination, which will vest in substantially equal annual installments for three years following the closing of the Business Combination, subject to Mr. Pavlovski’s continued employment through each vesting date. During the period of vesting of the restricted stock awards, Mr. Pavlovski will have all the rights of a stockholder as to the restricted shares of Class A Common Stock, including the right to vote such shares.

(4)      Includes 76,410,222 Forfeiture Escrow Shares held by the former Rumble Shareholders that will, upon achievement of certain earnout milestones, be earned by such shareholders. Until these Forfeiture Escrow Shares are forfeited, the holders are deemed to be beneficial owner of these shares with the right to vote and receive any dividends, distributions and other earnings.

(5)      Excludes any shares issuable upon the exercise of any Exchanged Rumble Options.

(6)      Excludes 759,000 PIPE Shares being issued and sold to the Sponsor and 1,567,500 PIPE Shares being issued and sold to officers and employees of Cantor and its affiliates (and family members of such persons), which such shares are reflected in the “Sponsor Related Parties and Other Holders of Founder Shares” row above.

Anticipated Accounting Treatment

Under the “No redemptions”, “Intermediate redemptions”, and “Maximum redemptions” scenarios, the Business Combination will be accounted for as a reverse recapitalization in conformity with GAAP. Under this method of accounting, CF VI will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on holders of Rumble Shares expecting to comprise a majority of the voting power of the Combined Entity, Rumble’s operations prior to the acquisition comprising the only ongoing operations of the Combined Entity, and Rumble’s senior management comprising a majority of the senior management of the Combined Entity. Following the Business Combination, the Combined Entity will be governed by the Combined Entity Board consisting of six members, all of which will be designated by Rumble prior to the closing of the Business Combination (three of which must be independent directors). Under this method of accounting, the ongoing financial statements of the Combined Entity will reflect the net assets of Rumble and CF VI at historical cost, with no goodwill or other intangible assets recognized.

CF VI and Rumble are currently evaluating the accounting treatment related to the CF VI Warrants upon the close of the Business Combination. Therefore, for purposes of the unaudited pro forma condensed combined financial information, all CF VI Warrants have continued to be classified as derivative liability instruments. However, the evaluation and finalization of accounting conclusions regarding the classification are ongoing and subject to change.

The Locals Acquisition is treated as a business combination for accounting purposes and is accounted for using the acquisition method of accounting. Rumble recorded the fair value of assets acquired and liabilities assumed from Locals in its historical balance sheet as of December 31, 2021.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information contained herein assumes that CF VI Stockholders approve the Business Combination. CF VI Stockholders may elect to redeem their shares of Class A Common Stock for cash even if they approve the Business Combination. CF VI cannot predict how many of its public stockholders will exercise their right to have their shares of Class A Common Stock redeemed for cash. As a result, the unaudited pro forma condensed combined financial statements present three redemption scenarios as follows:

•        Assuming No Redemptions — This presentation assumes that no CF VI public stockholders exercise redemption rights with respect to their shares of CF VI Class A Common Stock for a pro rata share of the funds in the Trust Account;

•        Intermediate Redemptions — The Business Combination Agreement includes a Minimum Cash Condition. This presentation assumes that CF VI public stockholders holding approximately 13,750,243 shares of CF VI Class A Common Stock will exercise their redemption rights for an aggregate payment of $137,502,425 (based on the estimated per share redemption price of approximately $10.00 per share) from the Trust Account. Such amount represents 50% of the maximum number of CF VI Share Redemptions that

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could occur with the Minimum Cash Condition still being satisfied. Assuming intermediate redemptions, net cash received from the Trust Account would be approximately $162,502,425. This net cash amount to be received is calculated as the difference of the total amount in the Trust Account as of March 31, 2022, of $300,004,850, minus the estimated redemption amount of $137,502,425; and

•        Assuming Maximum Redemptions — This presentation assumes that CF VI public stockholders holding approximately 27,500,485 shares of CF VI Class A Common Stock will exercise their redemption rights for an aggregate payment of $275,004,850 (based on the estimated per share redemption price of approximately $10.00 per share) from the Trust Account. Such amount represents the maximum number of CF VI Share Redemptions that could occur before the Minimum Cash Condition would not be met. Assuming maximum redemptions, net cash received from the Trust Account would be approximately $25,000,000. This net cash amount to be received is calculated as the difference of the total amount in the Trust Account as of March 31, 2022, of $300,004,850, minus the estimated redemption amount of $275,004,850.

The actual results will likely be within the parameters described by the three scenarios; however, there can be no assurance regarding which scenario will be closer to the actual results. Under each scenario, Rumble is considered the accounting acquirer, as further discussed in Note 1 of the Notes to the Unaudited Pro Forma Combined Financial Information.

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the Combined Entity’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Combined Entity. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

90

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

March 31, 2022

         

No Redemption
   

CF Acquisition
Corp. VI.
(Historical)

  

Rumble Inc.
(Historical)

  

Transaction
Accounting
Adjustments
(Assuming No
Redemptions)

  

Notes

  

Pro Forma
Combined
(Assuming No
Redemptions)

Assets

  

 

    

 

    

 

  

 

      

 

  

Current assets

  

 

    

 

    

 

  

 

      

 

  

Cash and cash equivalents

  

$

25,000

  

$

41,378,647

  

$

300,004,850

 

  

(A)

  

$

374,441,812
   

 

    

 

    

 

85,000,000

 

  

(B)

  

 

  
   

 

    

 

    

 

15,000,000

 

  

(C)

  

 

  
   

 

    

 

    

 

1,000,000

 

  

(D)

  

 

  
   

 

    

 

    

 

17,006

 

  

(E)

  

 

  
   

 

    

 

    

 

(11,000,000

)

  

(F)

  

 

  
   

 

    

 

    

 

(1,983,691

)

  

(G)

  

 

  
   

 

    

 

    

 

(55,000,000

)

  

(H)

  

 

  

Accounts receivable, net

  

 

—

  

 

2,318,835

  

 

—

 

      

 

2,318,835

Prepaid expenses

  

 

470,739

  

 

1,529,652

  

 

—

 

      

 

2,000,391

Total current assets

  

 

495,739

  

 

45,227,134

  

 

333,038,165

 

      

 

378,761,038

Cash equivalents held in Trust Account

  

 

300,004,850

  

 

—

  

 

(300,004,850

)

  

(A)

  

 

—

Investment in joint venture

  

 

—

  

 

1,124

  

 

—

 

      

 

1,124

Capital assets

  

 

—

  

 

2,926,360

  

 

—

 

      

 

2,926,360

Right-of-use asset

  

 

—

  

 

1,778,255

  

 

—

 

      

 

1,778,255

Intangible assets

  

 

—

  

 

3,171,387

  

 

—

 

      

 

3,171,387

Goodwill

  

 

—

  

 

662,899

  

 

—

 

      

 

662,899

Total assets

  

 

300,500,589

  

 

53,767,159

  

 

33,033,315

 

      

 

387,301,063

Liabilities and Stockholders’ Equity (Deficit):

  

 

    

 

    

 

  

 

      

 

  

Current liabilities

  

 

    

 

    

 

  

 

      

 

  

Accounts payable and accrued liabilities

  

$

1,529,634

  

$

8,398,661

  

$

—

 

      

$

9,928,295

Sponsor loan – promissory notes

  

 

1,983,691

  

 

—

  

 

(1,983,691

)

  

(G)

  

 

—

Franchise tax payable

  

 

49,885

  

 

—

  

 

—

 

      

 

49,885

Deferred revenue

  

 

—

  

 

29,708

  

 

—

 

      

 

29,708

Lease liabilities

  

 

—

  

 

579,888

  

 

—

 

      

 

579,888

Income taxes payable

  

 

—

  

 

934

  

 

—

 

      

 

934

Total current liabilities

  

 

3,563,210

  

 

9,009,191

  

 

(1,983,691

)

      

 

10,588,710

Warrant liability

  

 

26,363,625

  

 

—

  

 

322,500

 

  

(S)

  

 

26,686,125

Forward purchase securities liability

  

 

7,491,200

  

 

—

  

 

(7,491,200

)

  

(S)

  

 

—

Lease liabilities, long-term

  

 

—

  

 

1,246,644

  

 

—

 

      

 

1,246,644

Other liabilities

  

 

—

  

 

250,000

  

 

—

 

      

 

250,000

Total liabilities

  

 

37,418,035

  

 

10,505,835

  

 

(9,152,391

)

      

 

38,771,479

Commitments and Contingencies

  

 

    

 

    

 

  

 

      

 

  

Class A common stock subject to possible redemption, 30,000,000 shares at redemption value of $10.00 per share as of March 31, 2022 (no shares issued and outstanding, pro forma combined)

  

 

300,000,000

  

 

—

  

 

(300,000,000

)

  

(I)

  

 

—

Preference shares, $0.001 par value per share, unlimited authorized; 606,360 shares issued and outstanding as of March 31, 2022 (no shares issued and outstanding, pro forma combined)

  

 

—

  

 

16,789,203

  

 

(16,789,203

)

  

(J)

  

 

—

91

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
March 31, 2022 — (Continued)

         

No Redemption
   

CF Acquisition
Corp. VI.
(Historical)

  

Rumble Inc.
(Historical)

  

Transaction
Accounting
Adjustments
(Assuming No
Redemptions)

  

Notes

  

Pro Forma
Combined
(Assuming No
Redemptions)

Stockholders’ Equity (Deficit):

    

 

    

 

    

 

        

 

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of March 31, 2022 (no shares issued and outstanding, pro forma combined)

  

—

 

  

—

 

  

—

 

      

—

 

Class A common stock, $0.0001 par value; 160,000,000 shares authorized; 700,000 issued and outstanding (excluding 30,000,000 shares subject to possible redemption) as of March 31, 2022 (281,877,362 shares issued and outstanding, pro forma combined)

  

70

 

  

—

 

  

850

 

  

(B)

  

11,183

 
     

 

    

 

  

188

 

  

(C)

    

 
     

 

    

 

  

4,901

 

  

(J)

    

 
     

 

    

 

  

1,424

 

  

(K)

    

 
     

 

    

 

  

3,000

 

  

(I)

    

 
     

 

    

 

  

750

 

  

(L)

    

 

Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 7,500,000 shares issued and outstanding as of March 31, 2022 (no shares issued and outstanding, pro forma combined)

  

750

 

  

—

 

  

(750

)

  

(L)

  

—

 

Class C common stock, $0.0001 par value; 0 shares authorized; 0 shares issued and outstanding as of March 31, 2022 (168,956,526 shares issued and outstanding, pro forma combined)

  

—

 

  

—

 

  

17,006

 

  

(E)

  

16,896

 
     

 

    

 

  

(110

)

  

(F)

    

 

Class D common stock, $0.0001 par value; 0 shares authorized; 0 shares issued and outstanding as of March 31, 2022 (106,428,676 shares issued and outstanding, pro forma combined)

  

—

 

  

—

 

  

10,643

 

  

(D)

  

10,643

 

Class A and Class B common shares, unlimited shares authorized; 8,254,910 (Class A – 8,119,690; Class B – 135,220) issued and outstanding as of March 31, 2022 (no shares issued and outstanding, pro forma combined)

  

—

 

  

43,353,370

 

  

(43,353,370

)

  

(J)

  

—

 

Additional paid-in capital

  

175,610

 

  

4,409,652

 

  

84,999,150

 

  

(B)

  

423,334,050

 
     

 

    

 

  

14,999,812

 

  

(C)

    

 
     

 

    

 

  

989,357

 

  

(D)

    

 
     

 

    

 

  

(10,999,890

)

  

(F)

    

 
     

 

    

 

  

(2,600,000

)

  

(H)

    

 
     

 

    

 

  

299,997,000

 

  

(I)

    

 
     

 

    

 

  

60,137,672

 

  

(J)

    

 
     

 

    

 

  

1,150,863

 

  

(K)

    

 
     

 

    

 

  

(37,093,876

)

  

(N)

    

 
     

 

    

 

  

7,168,700

 

  

(S)

    

 

Accumulated deficit

  

(37,093,876

)

  

(21,290,901

)

  

(52,400,000

)

  

(H)

  

(74,843,188

)
     

 

    

 

  

(1,152,287

)

  

(K)

    

 
   

 

 

  

 

 

  

37,093,876

 

  

(N)

  

 

 

Total Stockholders’ Equity (Deficit)

  

(36,917,446

)

  

26,472,121

 

  

358,974,909

 

      

348,529,584

 

Total Liabilities and Stockholders’ Equity (Deficit)

  

300,500,589

 

  

53,767,159

 

  

33,033,315

 

      

387,301,063

 

92

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
March 31, 2022 — (Continued)

         

Intermediate Redemption
   

CF Acquisition
Corp. VI.
(Historical)

  

Rumble Inc.
(Historical)

  

Transaction
Accounting
Adjustments
(Assuming
Intermediate
Redemptions)

  

Notes

  

Pro Forma
Combined
(Assuming
Intermediate
Redemptions)

Assets

  

 

    

 

    

 

  

 

      

 

  

Current assets

  

 

    

 

    

 

  

 

      

 

  

Cash and cash equivalents

  

$

25,000

  

$

41,378,647

  

$

162,502,425

 

  

(O)

  

$

236,939,387
   

 

    

 

    

 

85,000,000

 

  

(B)

  

 

  
   

 

    

 

    

 

15,000,000

 

  

(C)

  

 

  
   

 

    

 

    

 

1,000,000

 

  

(D)

  

 

  
   

 

    

 

    

 

17,006

 

  

(E)

  

 

  
   

 

    

 

    

 

(11,000,000

)

  

(F)

  

 

  
   

 

    

 

    

 

(1,983,691

)

  

(G)

  

 

  
   

 

    

 

    

 

(55,000,000

)

  

(H)

  

 

  

Accounts receivable, net

  

 

—

  

 

2,318,835

  

 

—

 

      

 

2,318,835

Prepaid expenses

  

 

470,739

  

 

1,529,652

  

 

—

 

      

 

2,000,391

Total current assets

  

 

495,739

  

 

45,227,134

  

 

195,535,740

 

      

 

241,258,613

Cash equivalents held in Trust Account

  

 

300,004,850

  

 

—

  

 

(300,004,850

)

  

(O)

  

 

—

Investment in joint venture

  

 

—

  

 

1,124

  

 

—

 

      

 

1,124

Capital assets

  

 

—

  

 

2,926,360

  

 

—

 

      

 

2,926,360

Right-of-use asset

  

 

—

  

 

1,778,255

  

 

—

 

      

 

1,778,255

Intangible assets

  

 

—

  

 

3,171,387

  

 

—

 

      

 

3,171,387

Goodwill

  

 

—

  

 

662,899

  

 

—

 

      

 

662,899

Total assets

  

 

300,500,589

  

 

53,767,159

  

 

(104,469,110

)

      

 

249,798,638

Liabilities and Stockholders’ Equity (Deficit):

  

 

    

 

    

 

  

 

      

 

  

Current liabilities

  

 

    

 

    

 

  

 

      

 

  

Accounts payable and accrued liabilities

  

$

1,529,634

  

$

8,398,661

  

$

—

 

      

$

9,928,295

Sponsor loan – promissory notes

  

 

1,983,691

  

 

—

  

 

(1,983,691

)

  

(G)

  

 

—

Franchise tax payable

  

 

49,885

  

 

—

  

 

—

 

      

 

49,885

Deferred revenue

  

 

—

  

 

29,708

  

 

—

 

      

 

29,708

Lease liabilities

  

 

—

  

 

579,888

  

 

—

 

      

 

579,888

Income taxes payable

  

 

—

  

 

934

  

 

—

 

      

 

934

Total current liabilities

  

 

3,563,210

  

 

9,009,191

  

 

(1,983,691

)

      

 

10,588,710

Warrant liability

  

 

26,363,625

  

 

—

  

 

322,500

 

  

(S)

  

 

26,686,125

Forward purchase securities liability

  

 

7,491,200

  

 

—

  

 

(7,491,200

)

  

(S)

  

 

—

Lease liabilities, long-term

  

 

—

  

 

1,246,644

  

 

—

 

      

 

1,246,644

Other liabilities

  

 

—

  

 

250,000

  

 

—

 

      

 

250,000

Total liabilities

  

 

37,418,035

  

 

10,505,835

  

 

(9,152,391

)

      

 

38,771,479

Commitments and Contingencies

  

 

    

 

    

 

  

 

      

 

  

Class A common stock subject to possible redemption, 30,000,000 shares at redemption value of $10.00 per share as of March 31, 2022 (no shares issued and outstanding, pro forma combined)

  

 

300,000,000

  

 

—

  

 

(137,502,425

)

  

(P)

  

 

—
   

 

    

 

    

 

(162,497,575

)

  

(P)

  

 

  

Preference shares, $0.001 par value per share, unlimited authorized; 606,360 shares issued and outstanding as of March 31, 2022 (no shares issued and outstanding, pro forma combined)

  

 

—

  

 

16,789,203

  

 

(16,789,203

)

  

(J)

  

 

—

93

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
March 31, 2022 — (Continued)

         

Intermediate Redemption
   

CF Acquisition
Corp. VI.
(Historical)

  

Rumble Inc.
(Historical)

  

Transaction
Accounting
Adjustments
(Assuming
Intermediate
Redemptions)

  

Notes

  

Pro Forma
Combined
(Assuming
Intermediate
Redemptions)

Stockholders’ Equity (Deficit):

    

 

    

 

    

 

        

 

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of March 31, 2022 (no shares issued and outstanding, pro forma combined)

  

—

 

  

—

 

  

—

 

      

—

 

Class A common stock, $0.0001 par value; 160,000,000 shares authorized; 700,000 issued and outstanding (excluding 30,000,000 shares subject to possible redemption) as of March 31, 2022 (268,127,119 shares issued and outstanding, pro forma combined)

  

70

 

  

—

 

  

850

 

  

(B)

  

9,808

 
     

 

    

 

  

188

 

  

(C)

    

 
     

 

    

 

  

4,901

 

  

(J)

    

 
     

 

    

 

  

1,424

 

  

(K)

    

 
     

 

    

 

  

1,625

 

  

(P)

    

 
     

 

    

 

  

750

 

  

(L)

    

 

Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 7,500,000 shares issued and outstanding as of March 31, 2022 (no shares issued and outstanding, pro forma combined)

  

750

 

  

—

 

  

(750

)

  

(L)

  

—

 

Class C common stock, $0.0001 par value; 0 shares authorized; 0 shares issued and outstanding as of March 31, 2022 (168,956,526 shares issued and outstanding, pro forma combined)

  

—

 

  

—

 

  

17,006

 

  

(E)

  

16,896

 
     

 

    

 

  

(110

)

  

(F)

    

 

Class D common stock, $0.0001 par value; 0 shares authorized; 0 shares issued and outstanding as of March 31, 2022 (106,428,676 shares issued and outstanding, pro forma combined)

  

—

 

  

—

 

  

10,643

 

  

(D)

  

10,643

 

Class A and Class B common shares, unlimited shares authorized; 8,254,910 (Class A – 8,119,690; Class B – 135,220) issued and outstanding as of March 31, 2022 (no shares issued and outstanding, pro forma combined)

  

—

 

  

43,353,370

 

  

(43,353,370

)

  

(J)

  

—

 

Additional paid-in capital

  

175,610

 

  

4,409,652

 

  

84,999,150

 

  

(B)

  

285,833,000

 
     

 

    

 

  

14,999,812

 

  

(C)

    

 
     

 

    

 

  

989,357

 

  

(D)

    

 
     

 

    

 

  

(10,999,890

)

  

(F)

    

 
     

 

    

 

  

(2,600,000

)

  

(H)

    

 
     

 

    

 

  

162,495,950

 

  

(P)

    

 
     

 

    

 

  

60,137,672

 

  

(J)

    

 
     

 

    

 

  

1,150,863

 

  

(K)

    

 
     

 

    

 

  

(37,093,876

)

  

(N)

    

 
     

 

    

 

  

7,168,700

 

  

(S)

    

 

Accumulated deficit

  

(37,093,876

)

  

(21,290,901

)

  

(52,400,000

)

  

(H)

  

(74,843,188

)
     

 

    

 

  

(1,152,287

)

  

(K)

    

 
   

 

 

  

 

 

  

37,093,876

 

  

(N)

  

 

 

Total Stockholders’ Equity (Deficit)

  

(36,917,446

)

  

26,472,121

 

  

221,472,484

 

      

211,027,159

 

Total Liabilities and Stockholders’ Equity (Deficit)

  

300,500,589

 

  

53,767,159

 

  

(104,469,110

)

      

249,798,638

 

94

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

March 31, 2022 — (Continued)

         

Maximum Redemption
   

CF Acquisition
Corp. VI.
(Historical)

  

Rumble Inc.
(Historical)

  

Transaction
Accounting
Adjustments
(Assuming
Maximum
Redemptions)

  

Notes

  

Pro Forma
Combined
(Assuming
Maximum
Redemptions)

Assets

  

 

    

 

    

 

  

 

      

 

  

Current assets

  

 

    

 

    

 

  

 

      

 

  

Cash and cash equivalents

  

$

25,000

  

$

41,378,647

  

$

25,000,000

 

  

(Q)

  

$

99,436,962
   

 

    

 

    

 

85,000,000

 

  

(B)

  

 

  
   

 

    

 

    

 

15,000,000

 

  

(C)

  

 

  
   

 

    

 

    

 

1,000,000

 

  

(D)

  

 

  
   

 

    

 

    

 

17,006

 

  

(E)

  

 

  
   

 

    

 

    

 

(11,000,000

)

  

(F)

  

 

  
   

 

    

 

    

 

(1,983,691

)

  

(G)

  

 

  
   

 

    

 

    

 

(55,000,000

)

  

(H)

  

 

  

Accounts receivable, net

  

 

—

  

 

2,318,835

  

 

—

 

      

 

2,318,835

Prepaid expenses

  

 

470,739

  

 

1,529,652

  

 

—

 

      

 

2,000,391

Total current assets

  

 

495,739

  

 

45,227,134

  

 

58,033,315

 

      

 

103,756,188

Cash equivalents held in Trust Account

  

 

300,004,850

  

 

—

  

 

(300,004,850

)

  

(Q)

  

 

—

Investment in joint venture

  

 

—

  

 

1,124

  

 

—

 

      

 

1,124

Capital assets

  

 

—

  

 

2,926,360

  

 

—

 

      

 

2,926,360

Right-of-use asset

  

 

—

  

 

1,778,255

  

 

—

 

      

 

1,778,255

Intangible assets

  

 

—

  

 

3,171,387

  

 

—

 

      

 

3,171,387

Goodwill

  

 

—

  

 

662,899

  

 

—

 

      

 

662,899

Total assets

  

 

300,500,589

  

 

53,767,159

  

 

(241,971,535

)

      

 

112,296,213

Liabilities and Stockholders’ Equity (Deficit):

  

 

    

 

    

 

  

 

      

 

  

Current liabilities

  

 

    

 

    

 

  

 

      

 

  

Accounts payable and accrued liabilities

  

$

1,529,634

  

$

8,398,661

  

$

—

 

      

$

9,928,295

Sponsor loan – promissory notes

  

 

1,983,691

  

 

—

  

 

(1,983,691

)

  

(G)

  

 

—

Franchise tax payable

  

 

49,885

  

 

—

  

 

—

 

      

 

49,885

Deferred revenue

  

 

—

  

 

29,708

  

 

—

 

      

 

29,708

Lease liabilities

  

 

—

  

 

579,888

  

 

—

 

      

 

579,888

Income taxes payable

  

 

—

  

 

934

  

 

—

 

      

 

934

Total current liabilities

  

 

3,563,210

  

 

9,009,191

  

 

(1,983,691

)

      

 

10,588,710

Warrant liability

  

 

26,363,625

  

 

—

  

 

322,500

 

  

(S)

  

 

26,686,125

Forward purchase securities liability

  

 

7,491,200

  

 

—

  

 

(7,491,200

)

  

(S)

  

 

—

Lease liabilities, long-term

  

 

—

  

 

1,246,644

  

 

—

 

      

 

1,246,644

Other liabilities

  

 

—

  

 

250,000

  

 

—

 

      

 

250,000

Total liabilities

  

 

37,418,035

  

 

10,505,835

  

 

(9,152,391

)

      

 

38,771,479

Commitments and Contingencies

  

 

    

 

    

 

  

 

      

 

  

Class A common stock subject to possible redemption, 30,000,000 shares at redemption value of $10.00 per share as of March 31, 2022 (no shares issued and outstanding, pro forma combined)

  

 

300,000,000

  

 

—

  

 

(275,004,850

)

  

(R)

  

 

—
   

 

    

 

    

 

(24,995,150

)

  

(R)

  

 

  

Preference shares, $0.001 par value per share, unlimited authorized; 606,360 shares issued and outstanding as of March 31, 2022 (no shares issued and outstanding, pro forma combined)

  

 

—

  

 

16,789,203

  

 

(16,789,203

)

  

(J)

  

 

—

95

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
March 31, 2022 — (Continued)

         

Maximum Redemption
   

CF Acquisition
Corp. VI.
(Historical)

  

Rumble Inc.
(Historical)

  

Transaction
Accounting
Adjustments
(Assuming
Maximum
Redemptions)

  

Notes

  

Pro Forma
Combined
(Assuming
Maximum
Redemptions)

Stockholders’ Equity (Deficit):

    

 

    

 

    

 

        

 

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of March 31, 2022 (no shares issued and outstanding, pro forma combined)

  

—

 

  

—

 

  

—

 

      

—

 

Class A common stock, $0.0001 par value; 160,000,000 shares authorized; 700,000 issued and outstanding (excluding 30,000,000 shares subject to possible redemption) as of March 31, 2022 (254,376,877 shares issued and outstanding, pro forma combined)

  

70

 

  

—

 

  

850

 

  

(B)

  

8,433

 
     

 

    

 

  

188

 

  

(C)

    

 
     

 

    

 

  

4,901

 

  

(J)

    

 
     

 

    

 

  

1,424

 

  

(K)

    

 
     

 

    

 

  

250

 

  

(R)

    

 
     

 

    

 

  

750

 

  

(L)

    

 

Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 7,500,000 shares issued and outstanding as of March 31, 2022 (no shares issued and outstanding, pro forma combined)

  

750

 

  

—

 

  

(750

)

  

(L)

  

—

 

Class C common stock, $0.0001 par value; 0 shares authorized; 0 shares issued and outstanding as of March 31, 2022 (168,956,526 shares issued and outstanding, pro forma combined)

  

—

 

  

—

 

  

17,006

 

  

(E)

  

16,896

 
     

 

    

 

  

(110

)

  

(F)

    

 

Class D common stock, $0.0001 par value; 0 shares authorized; 0 shares issued and outstanding as of March 31, 2022 (106,428,676 shares issued and outstanding, pro forma combined)

  

—

 

  

—

 

  

10,643

 

  

(D)

  

10,643

 

Class A and Class B common shares, unlimited shares authorized; 8,254,910 (Class A – 8,119,690; Class B – 135,220) issued and outstanding as of March 31, 2022 (no shares issued and outstanding, pro forma combined)

  

—

 

  

43,353,370

 

  

(43,353,370

)

  

(J)

  

—

 

Additional paid-in capital

  

175,610

 

  

4,409,652

 

  

84,999,150

 

  

(B)

  

148,331,950

 
     

 

    

 

  

14,999,812

 

  

(C)

    

 
     

 

    

 

  

989,357

 

  

(D)

    

 
     

 

    

 

  

(10,999,890

)

  

(F)

    

 
     

 

    

 

  

(2,600,000

)

  

(H)

    

 
     

 

    

 

  

24,994,900

 

  

(R)

    

 
     

 

    

 

  

60,137,672

 

  

(J)

    

 
     

 

    

 

  

1,150,863

 

  

(K)

    

 
     

 

    

 

  

(37,093,876

)

  

(N)

    

 
     

 

    

 

  

7,168,700

 

  

(S)

    

 

Accumulated deficit

  

(37,093,876

)

  

(21,290,901

)

  

(52,400,000

)

  

(H)

  

(74,843,188

)
     

 

    

 

  

(1,152,287

)

  

(K)

    

 
   

 

 

  

 

 

  

37,093,876

 

  

(N)

  

 

 

Total Stockholders’ Equity (Deficit)

  

(36,917,446

)

  

26,472,121

 

  

83,970,059

 

      

73,524,734

 

Total Liabilities and Stockholders’ Equity (Deficit)

  

300,500,589

 

  

53,767,159

 

  

(241,971,535

)

      

112,296,213

 

96

Table of Contents

Unaudited Pro Forma Condensed Statement of Operations for the Three Months Ended
March 31, 2022

         

No Redemption
   

CF Acquisition
Corp. VI.
(Historical)

  

Rumble Inc.
(Historical)

  

Transaction
Accounting
Adjustments
(Assuming No
Redemptions)

  

Notes

  

Pro Forma
Combined
(Assuming No
Redemptions)

Revenue

  

$

—

 

  

$

4,044,765

 

  

$

—

 

      

$

4,044,765

 

Cost of revenues

  

 

—

 

  

 

3,495,173

 

  

 

—

 

      

 

3,495,173

 

Gross profit

  

 

—

 

  

 

549,592

 

  

 

—

 

      

 

549,592

 

Operating expenses

  

 

  

 

  

 

  

 

  

 

  

 

      

 

  

 

General and administrative

  

 

576,192

 

  

 

1,429,722

 

  

 

916,667

 

  

(Z)

  

 

2,922,581

 

Administrative expenses – related party

  

 

30,000

 

  

 

—

 

  

 

—

 

      

 

30,000

 

Franchise tax expense

  

 

50,000

 

  

 

—

 

  

 

—

 

      

 

50,000

 

Research and development

  

 

—

 

  

 

792,332

 

  

 

—

 

      

 

792,332

 

Sales and marketing

  

 

—

 

  

 

1,228,386

 

  

 

—

 

      

 

1,228,386

 

Finance costs

  

 

—

 

  

 

810,817

 

  

 

—

 

      

 

810,817

 

Foreign exchange loss

  

 

—

 

  

 

27,577

 

  

 

—

 

      

 

27,577

 

Depreciation of capital assets

  

 

—

 

  

 

30,577

 

  

 

—

 

      

 

30,577

 

Depreciation of right-of-use assets

  

 

—

 

  

 

93,688

 

  

 

—

 

      

 

93,688

 

Amortization of intangible assets

  

 

—

 

  

 

28,548

 

  

 

—

 

      

 

28,548

 

Stock based compensation

  

 

—

 

  

 

16,986

 

  

 

—

 

      

 

16,986

 

Total operating expenses

  

 

656,192

 

  

 

4,458,633

 

  

 

916,667

 

      

 

6,031,492

 

Loss from operations

  

 

(656,192

)

  

 

(3,909,041

)

  

 

(916,667

)

      

 

(5,481,900

)

Interest income on investments held in Trust Account

  

 

7,399

 

  

 

—

 

  

 

(7,399

)

  

(U)

  

 

—

 

Changes in fair value of warrant liability

  

 

(6,409,393

)

  

 

—

 

  

 

(313,163

)

  

(V)

  

 

(6,722,556

)

Changes in fair value of forward purchase securities liability

  

 

(3,038,232

)

  

 

—

 

  

 

3,038,232

 

  

(W)

  

 

—

 

Interest income, net

  

 

—

 

  

 

8,698

 

  

 

—

 

      

 

8,698

 

Share of profit of a joint venture

  

 

—

 

  

 

1,124

 

  

 

—

 

      

 

1,124

 

Loss before income tax expense

  

 

(10,096,418

)