RUMBW Rumble Inc

 

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

 

FORM 8-K

 

CURRENT REPORT

 

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

 

Date of report (Date of earliest event reported): June 13, 2024

 

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

 

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

 

444 Gulf of Mexico Dr

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company ☒

 

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

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On June 13, 2024 Rumble Inc. issued a press release. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press release dated June 13, 2024
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

 

SIGNATURES

 

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

 

	Rumble Inc.
Date: June 13, 2024	By:	/s/ Michael Ellis
	Name:	Michael Ellis
	Title:	General Counsel and Corporate Secretary

 

 

 

Exhibit 99.1

 

Rumble Sends Letter to London Stock Exchange CEO Regarding Russell 3000 Exclusion

 

~ Alerts CEO of Errors by Staff in the Determination for Company Additions ~

 

~ Despite Repeated Requests by Rumble, LSEG Failed to Address Obvious Errors in Calculations ~

 

~ Refusal to Correct Obvious Errors Does a Disservice to all Investors in the Russell 3000 ~

 

LONGBOAT KEY, Fla., June 13, 2024 (GLOBE NEWSWIRE) -- Rumble Inc. (Nasdaq: RUM) (“Rumble”), the video sharing platform and cloud services provider, has sent a letter to the CEO of the London Stock Exchange Group (“LSEG”) regarding the potential exclusion of Rumble from the Russell 3000 Index. The letter in its entirety is included below.

 

Letter Sent by Rumble to London Stock Exchange Group

 

Mr. David Schwimmer

Chief Executive Officer

London Stock Exchange Group

10 Paternoster Square

London, EC4M 7LS

United Kingdom

 

Dear Mr. Schwimmer:

 

I would like to alert you to errors by the staff of the London Stock Exchange Group (LSEG) in connection with the determination of the Russell 3000 Index. Despite our repeated requests, LSEG staff have failed to address obvious errors in their calculations of the voting rights of Rumble Inc. (NASDAQ: RUM), leading to the potential exclusion of Rumble from the Russell 3000 Index. I urge you to correct this error immediately, before the LSEG finalizes the Russell 3000 Index and publishes misleading information to investors and the public.

 

When LSEG published the preliminary Russell 3000 Index in late May 2024, we noticed the omission of Rumble. We inquired with LSEG staff, who informed us that Rumble was not included on the list because Rumble did not meet the Index’s minimum voting rights requirement. Upon investigation, we discovered that the LSEG staff’s calculations were incorrect. Using the LSEG’s formula and methodology, publicly held shares of Rumble make up at least 5.5 percent of the total voting rights of the company—placing Rumble above the Russell 3000’s minimum threshold of 5.0 percent.

 

The error in LSEG’s math should have been obvious to the LSEG staff. Under their calculation, only 13 million shares of Rumble class A common stock are in public hands. However, a quick glance at Rumble’s publicly filed proxy statement, the source that LSEG ostensibly relied upon, discloses that approximately 16 million class A shares are controlled by Dan Bongino. Mr. Bongino is an unaffiliated third-party shareholder who reported his holdings on Schedule 13G. Furthermore, shareholders of the special purpose acquisition company (SPAC) that Rumble combined with when it went public in September 2022 hold approximately 30 million class A shares, none of which are held by company insiders. These two easily discernable facts alone show that LSEG’s claim of 13 million shares of Rumble class A stock in public hands is wrong on its face.

 

On multiple occasions since the release of the preliminary index, Rumble has sent emails noting the error and offered phone calls or meetings to explain the accurate calculation of our voting rights to LSEG. Every time, LSEG staff have been unwilling to correct their mistake, citing a need to “stay consistent” with their process. This refusal to correct an obvious error does a disservice to investors in the Russell 3000 Index. If LSEG is unwilling to correct an obvious mistake related to Rumble, how many other companies are erroneously included in the Russell 3000 Index or are erroneously excluded from it? Anyone considering whether to invest in the Russell 3000 Index deserves to know the answer. Yet without diligent investigation, the public may never know the extent to which the Russell 3000 is contaminated by flawed or misleading information because its management chose to prioritize the consistency of its process over the accuracy of publicized data.

 

Before finalizing the Russell 3000 Index, I hope you will take this opportunity to rectify the deficiencies in the LSEG’s processes and correct the calculations related to Rumble and any similarly situated companies. Our team is available at any time to provide additional details or explanation.

 

	Sincerely,
	Michael J. Ellis
	General Counsel

 

About Rumble

 

Rumble is a high-growth neutral video platform and cloud services provider that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the Internet to its roots by making it free and open once again. For more information, visit corp.rumble.com.

 

For investor inquiries, please contact:

 

Shannon Devine
MZ Group, MZ North America
203-741-8811
investors@rumble.com
Source: Rumble Inc.

v3.24.1.1.u2

Cover	Jun. 13, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 13, 2024
Entity File Number	001-40079
Entity Registrant Name	Rumble Inc.
Entity Central Index Key	0001830081
Entity Tax Identification Number	85-1087461
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	444 Gulf of Mexico Dr
Entity Address, City or Town	Longboat Key
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34228
City Area Code	941
Local Phone Number	210-0196
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	RUM
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	RUMBW
Security Exchange Name	NASDAQ

---