Content Expansion and Diversification Strategy
Transaction Summary
OVERVIEW
■ CF Acquisition Corp. VI ("CFAC VI") and Rumble, Inc. ("Rumble") have executed a non-
binding letter of intent setting forth the potential terms of a business combination
■ Definitive documentation is expected to be signed in early December 2021
■ The post-closing company will retain the Rumble name
TRANSACTION SIZE
■ $300M cash in trust from CFAC VI(1)
VALUATION
■ $100M PIPE (2)
■ $2.2B pro forma enterprise value with strong balance sheet(3)
Highly attractive valuation relative to growth profile
CAPITAL STRUCTURE
■ Rumble shareholders are rolling substantially all of their equity in the transaction
OWNERSHIP(3)(5)
■ $383M cash to balance sheet to fund the company's growth plan (1)(4)
■ ~82% existing fully diluted Rumble equity holders, ~12% SPAC public stockholders, ~4%
PIPE investors (2) and -3% SPAC sponsor shares
(1) Assumes no redemptions by CFAC VI's public stockholders. (2) Includes $15M from CFAC VI sponsor's forward purchase agreement ("FPA"). (3) Excludes shares placed in escrow and
those subject to vesting. (4) Assumes $55M of transaction expenses, $48M of existing cash on balance sheet and $10M net repurchase of Rumble shares ($11M gross repurchase of Rumble
shares net for $1M issuance of high-vote Class D stock). (5) Pro forma for 1.1M share repurchase of Rumble shares and 1.1M issuance of restricted stock with certain time vesting
requirements. Excludes 1.96M sponsor shares ("sponsor earnout shares") and 105.0M seller earnout shares to existing Rumble shareholders and optionholders ("seller earnout shares").
Includes 2.21M sponsor shares that will be subject to forfeiture to the extent the target $400M of capital is not available to SPAC at closing ("sponsor support shares"). The sponsor earnout
shares and seller earnout shares are subject to 50% vesting at $15.00 and 50% vesting at $17.50 (price represents public trading price for 20 out of 30 trading days); also excludes 7.5M CFAC
VI public warrants and 0.6M CFAC VI sponsor warrants (including FPA warrants). If the target capital of $400M is not available to SPAC at closing, a pro rata portion of the sponsor support
shares will be subject to the same price based vesting described above and certain other vesting requirements.
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