Conversation with the CEO of Rumble and Howard Lutnick, CEO of Cantor Fitzgerald and $CFVI

1 year ago

Forward-Looking Information:

This Content (and oral statements regarding the subjects of this Content) 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, 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 Content, including but not limited to: (i) the risk that the Potential Business Combination 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 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 user metrics and other financial and operating forecasts and projections (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 August 15, 2022, and other documents filed or to be filed with the SEC (including the definitive proxy statement / prospectus filed on August 12, 2022 in connection with the Potential Business Combination). 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. Viewers / 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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