v3.25.2
Shareholders’ Equity (Deficit)
 6 Months Ended
Jun. 30, 2025
Shareholders’ Equity (Deficit) [Abstract]  
Shareholders’ Equity (Deficit)
11.Shareholders’ Equity (Deficit)

 

The Company has 1,000,000,000 authorized shares, consisting of:

 

(i)700,000,000 shares of Class A Common Stock with a par value of $0.0001 per share;
   
 (ii)170,000,000 shares of Class C Common Stock with a par value of $0.0001 per share;
   
(iii)110,000,000 shares of Class D Common Stock with a par value of $0.0001 per share; and
   
(iv)20,000,000 shares of preferred stock with a par value of $0.0001 per share.

 

The following shares of common stock are issued and outstanding as of June 30, 2025 and December 31, 2024, respectively:

 

   As of June 30, 2025   As of December 31, 2024 
   Number   Amount   Number   Amount 
                 
Class A Common Stock   215,171,066   $751,435    118,808,857   $741,799 
Class C Common Stock (and its corresponding ExchangeCo Share)   123,690,470    12,369    165,153,621    16,515 
Class D Common Stock   95,791,120    9,579    105,782,403    10,578 
                     
Balance   434,652,656   $773,383    389,744,881   $768,892 

 

Former holders of Legacy Rumble’s (as defined below) common shares are eligible to receive up to an aggregate of 105,000,000 additional shares of the Company’s Class A Common Stock, of which 76,412,604 shares are currently held in escrow and 28,587,396 shares will be issued if and when the contingency is met. Similarly, the Sponsor’s common shares are eligible to receive up to an aggregate of 1,973,750 additional shares of the Company’s Class A Common Stock, which will be issued if and when the contingency is met. The holders are eligible to the shares if the closing price of the Company’s Class A Common Stock is greater than or equal to $15.00 and $17.50, respectively (with 50% released at each target, or if the latter target is reached first, 100%) for a period of 20 trading days during any 30 trading-day period. The term will expire on September 16, 2027. If there is a change in control prior to September 16, 2027 resulting in a per share price equal to or in excess of the $15.00 and $17.50 share price milestones not previously met, then the Company shall issue the earnout shares to the holders.