Content Expansion and Diversification Strategy
Disclaimer
Disclaimers and Other Important Information
This presentation (this "Presentation") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between CF
Acquisition Corp. VI ("CF VI") and Rumble, Inc. ("Rumble" or the "Company") and related transactions (the "Potential Business Combination") and the proposed private offering of public equity (the "PIPE Offering"), and for no
other purpose. By reviewing or reading this Presentation, you will be deemed to have agreed to the obligations and restrictions set out below.
This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the
solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Potential Business Combination, the PIPE Offering or any related transactions, nor shall there be any sale, issuance or transfer of any
securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Presentation does not constitute either advice or a recommendation regarding
any securities. Any offer to sell securities pursuant to the PIPE Offering will be made only pursuant to a definitive Subscription Agreement and will be made in reliance on an exemption from registration under the Securities Act of
1933, as amended (the "Securities Act"), for offers and sales of securities that do not involve a public offering. CF VI reserves the right to withdraw or amend for any reason any offering and to reject any Subscription Agreement
for any reason, or for no reason. The communication of this Presentation is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local
law or regulation.
No representations or warranties, express or implied, are given in, or in respect of, this Presentation. This Presentation is subject to updating, completion, revision, verification and further amendment. None of CF VI, Rumble or
their respective affiliates has authorized anyone to provide interested parties with additional or different information. No securities regulatory authority has expressed an opinion about the securities discussed in this Presentation
and it is an offense to claim otherwise. To the fullest extent permitted by law, in no circumstances will CF VI, Rumble or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers,
employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents (including the internal economic models), its omissions,
reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith.
Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with CF VI, Rumble or their respective representatives, as investment, legal or tax advice. In addition, this
Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of CF VI, Rumble, the Potential Business Combination or the PIPE Offering. Recipients of this
Presentation should each make their own evaluation of CF VI, Rumble, the Potential Business Combination and the PIPE Offering and of the relevance and adequacy of the information and should make such other investigations
as they deem necessary. This Presentation supersedes and replaces all previous oral or written communications between the parties hereto relating to the subject matter hereof.
Forward-Looking Information
This Presentation (and oral statements regarding the subjects of this Presentation) contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to Rumble and the Potential
Business Combination, including statements regarding the anticipated benefits of the Potential Business Combination, the anticipated timing of the Potential Business Combination, the products and services offered by Rumble
and the markets in which it operates (including future market opportunities), Rumble's projected future results, future financial condition and performance and expected financial impacts of the Potential Business Combination
(including future revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions to the Potential Business Combination, the PIPE Offering and the level of redemptions of CF VI's public stockholders,
and Rumble's expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements
generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "scales," "representative of," "valuation," "potential," "opportunity," "plan," "may," "should," "will," "would," "will
be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Presentation, including but not limited to: (i) the risk that the Potential
Business Combination and the PIPE Offering may not be completed in a timely manner or at all, which may adversely affect the price of CF VI's securities, (ii) the risk that the Potential Business Combination may not be
completed by CF VI's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by CF VI, (iii) the failure to satisfy the conditions to the consummation of the
Potential Business Combination, including the approval of the business combination agreement by the stockholders of CF VI, the satisfaction of the minimum trust account amount following any redemptions by CF VI's public
stockholders (if applicable), and the receipt of certain governmental and regulatory approvals, (iv) the lack of a fairness opinion in determining whether or not to pursue the Potential Business Combination, (v) the occurrence of
any event, change or other circumstance that could give rise to the termination of the business combination agreement, (vi) the effect of the announcement or pendency of the Potential Business Combination on Rumble's
business relationships, operating results, performance and business generally, (vii) risks that the Potential Business Combination disrupts current plans and operations of Rumble, (viii) the outcome of any legal proceedings that
may be instituted against Rumble or CF VI related to the business combination agreement or the Potential Business Combination, (ix) the ability to maintain the listing of CF VI's securities on a national securities exchange, (x)
changes in the combined capital structure of Rumble and CF VI following the Potential Business Combination, (xi) changes in the competitive industries and markets in which Rumble operates or plans to operate, (xii) changes in
laws and regulations affecting Rumble's business, (xiii) the ability to implement business plans, forecasts, and other expectations after the completion of the Potential Business Combination, and identify and realize additional
opportunities, (xiv) risks related to the uncertainty of Rumble's projected financial information, (xv) risks related to Rumble's limited operating history, the rollout of its business and the timing of expected business milestones, (xvi)
risks related to Rumble's potential inability to achieve or maintain profitability and generate cash, (xvii) current and future conditions in the global economy, including as a result of the impact of the COVID-19 pandemic, and their
impact on Rumble, its business and markets in which it operates, (xviii) the ability of Rumble to retain existing content providers and users and attract new content providers and customers, (xix) the potential inability of Rumble to
manage growth effectively, (xx) the enforceability of Rumble's intellectual property, including its patents and the potential infringement on the intellectual property rights of others, (xxi) costs related to the Potential Business
Combination and the failure to realize anticipated benefits of the Potential Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions,
and (xxii) the ability to recruit, train and retain qualified personnel.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of CF VI's prospectus filed with the U.S.
Securities and Exchange Commission (the "SEC") on February 19, 2021, its Form 10-Q filed on May 14, 2021, and other documents filed or to be filed with the SEC (including a registration statement on Form S-4 to be filed in
connection with the Potential Business Combination), as well as the "Investor Presentation Summary Risk Factors" attached to this Presentation. There may be additional risks that neither CF VI nor Rumble presently know or
that CF VI and Rumble currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Rumble and CF VI assume no obligation and do not intend to update or
revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Rumble nor CF VI gives any assurance that either Rumble, CF VI or the combined company will achieve its
expectations.
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