UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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Item 2.02. Results of Operations and Financial Condition.
On August 14, 2023, Rumble Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information included in this Item 2.02, including the accompanying exhibits, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 4.01 Changes in Registrant’s Certifying Accountant.
In light of the Company recently becoming publicly traded and the related anticipated additional audit requirements, the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company undertook a process to consider a potential audit firm change. Earlier this year, the Audit Committee invited several registered public accounting firms, including Moss Adams LLP (“Moss Adams”), to participate in this process.
(a) Dismissal of Independent Registered Public Accounting Firm
Following completion of the process described above, on August 10, 2023, the Audit Committee dismissed MNP LLP (“MNP”) as the Company’s independent registered public accounting firm, effective upon the completion of its quarterly review of the interim consolidated financial statements for the quarterly period ended June 30, 2023 and the filing of the Company’s Quarterly Report on Form 10-Q for such quarterly period. MNP has served as the Company’s auditor since 2019.
MNP’s reports on the Company’s consolidated financial statements issued during each of the two most recent years ended December 31, 2022 and December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the two most recent years ended December 31, 2022 and December 31, 2021, and during the subsequent interim period through August 10, 2023, (i) there were no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) between the Company and MNP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to MNP’s satisfaction, would have caused MNP to make reference to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial statements for such years, and (ii) there were no reportable events (as defined by Item 304(a)(1)(v) of Regulation S-K).
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided MNP with a copy of this Current Report on Form 8-K and requested that MNP furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether MNP agrees with the statements made by the Company herein and, if not, stating the respects in which it does not agree. A copy of MNP’s letter dated August 14, 2023 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
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(b) Appointment of New Independent Registered Public Accounting Firm
On August 10, 2023, the Audit Committee approved the engagement of Moss Adams as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, effective upon the filing of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023.
During the Company’s two most recent years ended December 31, 2022 and December 31, 2021, and during the subsequent interim period through August 10, 2023, neither the Company nor anyone on its behalf consulted with Moss Adams regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, of the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Moss Adams concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instruction thereto), or (iii) any reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 7.01. Regulation FD Disclosure.
Rumble Social Media
Investors and others should note that we announce material financial and operational information to our investors using our investor relations website (investors.rumble.com), press releases, SEC filings and public conference calls and webcasts. We also intend to use certain social media accounts as a means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD: the @rumblevideo X (formerly Twitter) account (twitter.com/rumblevideo), the @rumble TRUTH Social account (truthsocial.com/@rumble), the @chrispavlovski X (formerly Twitter) account (twitter.com/chrispavlovski), and the @chris TRUTH Social account (truthsocial.com/@chris), which Chris Pavlovski, our founder and Chief Executive Officer, also uses as a means for personal communications and observations. The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our investor relations website.
The information included in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter from MNP LLP to the Securities and Exchange Commission, dated August 14, 2023 | |
| 99.1 | Press Release of Rumble Inc., dated August 14, 2023 | |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline Extensible Business Reporting Language (“iXBRL”) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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: August 14, 2023 | By: | /s/ Michael Ellis |
| Name: | Michael Ellis | |
| Title: | General Counsel and Corporate Secretary | |
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