Rumble Inc. completed the acquisition of CF Acquisition Corp. VI from CFAC Holdings VI, LLC, Beryl Capital Management LLC and others in a reverse merger transaction.
Transaction is subject to approval of the stockholders of each of CF Acquisition and Rumble, granting of the interim order by the Court providing for, among other things, Rumble shareholder meeting, granting of approval of the final order by Court, all specified governmental and regulatory approvals and all waiting or other periods have been obtained or have expired or been terminated, as applicable, effectiveness of the Registration Statement, shares of Class A Common Stock to be issued in Transactions having been approved for listing on Nasdaq or the NYSE subject to round lot holder requirements, CF VI having a minimum of $5,000,001 of net tangible assets upon Closing (after giving effect to any Redemptions and any PIPE Investments, Rumble has obtained executed Shareholder Support Agreements and Lock-Up Agreements from requisite Rumble securityholders, Available Cash being at least $125 million and other customary closing conditions. The Rumble stockholders have agreed to support the transaction. The Board of Directors of each of Rumble and CF Acquisition have unanimously approved the transaction. The parties each filed their respective Pre -Merger Notification and Report Form pursuant to the HSR Act with the Antitrust Division and the FTC on December 29, 2021, and the waiting period expired on January 28, 2022. The Securities and Exchange Commission has declared effective the registration Statement on Form S-4 in connection with their proposed business combination. CFVI will hold a special meeting of its stockholders on September 15, 2022. As of September 15, 2022, the shareholders of CFVI approved the deal. The transaction is expected to close in the second quarter of 2022. As of May 13, 2022, the transaction is expected to close in the third quarter of 2022. As of August 24, 2022, Rumble and CF VI agreed to extend the Agreement End Date from August 29, 2022, to October 31, 2022. The deal is expected to close on September 16, 2022.
Stephen Merkel of Cantor Fitzgerald & Co. acted as financial advisor and due diligence provider and Ken Lefkowitz, Gary J. Simon, Michael Traube, Javad Husain, Andy Braiterman, Alan Kravitz, Ken Lefkowitz, Seth Rothman, Charlie Wachsstock, Jim Klaiber, Richard Koehl, Kenyen Brown, Philip Giordano, Rita Haeusler, Bill Kolasky, Bryan Sillaman, Ryan Fayhee, M. Shams Billah, Barbara Champoux, Drew Bader and Jason Lee of Hughes Hubbard & Reed LLP and Gordon Cameron and Matthew Hunt of Bennett Jones LLP acted as legal advisors to CF Acquisition. Guggenheim Securities, LLC acted as financial advisor and Russell Leaf and Sean Ewen of Willkie Farr & Gallagher LLP and Noam Goodman and Russel Drew of DLA Piper (Canada) LLP acted as legal advisors to Rumble. Morrow & Co., LLC acted as proxy solicitor and Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and registrar to CFVI. Morrow & Co., LLC will receive a fee of $35,000, plus disbursements of its expenses in connection with its services. Pursuant to the M&A Engagement Letter, Cantor Fitzgerald & Co. will be entitled to a cash fee of $15 million payable upon consummation of the Business Combination. Ellenoff Grossman & Schole LLP acted as legal advisor to CFVI.
Rumble Inc. completed the acquisition of CF Acquisition Corp. VI (NasdaqCM:CFVI) from CFAC Holdings VI, LLC, Beryl Capital Management LLC and others in a reverse merger transaction on September 16, 2022. The combined company will operate as Rumble Inc. going forward and its common shares and warrants are expected to begin trading on the NASDAQ Stock Exchange under the ticker symbols RUM and RUMBW respectively, beginning on Monday, September 19, 2022.