Rumble Inc-A美股招股说明书(2026-04-14版)

for the public offering in the Federal Republic of Germany of 130,197,281 newly issued shares of ClassA common stock with a par value of USD0.0001 per share andwith full dividend rights and all ancillary rights at the time of settlement of the Exchange Offer (the“Offer Shares”) from authorized capital for the purpose of acquiring all outstanding no-par value shares of Northern Data AG with a notionalinterest of €1.00 each in the share capital by exchanging 1 share of Northern Data AG for 2.0281 newly issued shares of ClassA common stock,subject to the customary settlement mechanics for fractional shares of Rumble Inc.a Delaware corporation incorporated under the laws of the State of Delaware, UnitedStates of America, with its registered office at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808,UnitedStates of America International Securities Identification Number (ISIN): US78137L1052German Securities Code (Wertpapierkennnummer (WKN)): A3DRQQTrading symbol: RUM (Nasdaq) The date of the Prospectus is April13, 2026. Warning regarding the validity of the Prospectus The validity of the Prospectus will expire at the end of the date of the closing of the offer period, which isexpected to occur on June1,2026. The obligation to supplement the Prospectus in the event of significant newfactors, material mistakes or material inaccuracies does not apply when the Prospectus is no longer valid. Table of Contents A.Introduction and Warnings1Warnings:1B.Key information on the Company2C.Key information on the Securities6D.Key Information on the Offer of the Securities to the Public7ZUSAMMENFASSUNG DES PROSPEKTS11A.Einleitung mit Warnhinweisen11Warnhinweise:11B.Basisinformationen über den Emittenten12C.Basisinformationen über die Wertpapiere16D.Basisinformationen über das öffentliche Angebot von Wertpapieren171RISK FACTORS231.1Risks Related to Our Business231.2Risks Relating to the Business Combination371.3Risks Relating to the Business of Rumble After Completion of the Business Combination421.4Risks Relating to the Business of Northern Data481.5Risks Related to the Legal and Regulatory Environment in which Rumble and NorthernData Operate581.6Risks Relating to Rumble ClassA Common Shares701.7Risks Relating to the Structuring of the Exchange Offer and the Role of BidCo742GENERAL INFORMATION752.1Responsibility Statement752.2General Disclaimers752.3Competent Authority Approval752.4Purpose of the Prospectus752.5No consent to use the Prospectus762.6Forward-looking Statements762.7Information from Third Parties; Sources772.8Presentation of financial information782.9Documents available for inspection792.10Where you can find more Information792.11Currency802.12Negative numbers and rounding802.13Alternative performance measures and other operating metrics802.14Time specifications812.15Enforcement of civil liabilities813THE EXCHANGE OFFER823.1Subject matter of the Exchange Offer823.2Offer Conditions833.3Waiver of Offer Conditions853.4Non-fulfillment of the Offer Conditions853.5Publications on Offer Conditions863.6Offer Period863.7Stock Exchange Trading with Tendered ND Shares89 3.8Inclusion to trading on the Frankfurt Stock Exchange903.9Expected Timeline90 3.10Reversal of the Exchange Offer in the Event of Definitive Failure to Fulfill theOffer Conditions903.11Rights of Withdrawal of ND Shareholders Accepting the Exchange Offer903.12Right of Revocation Under the Prospectus Regulation913.13Costs of the Exchange Offer913.14Information on the Offer Shares913.15Significant interests of persons in relation to the offer, including conflicts of interest923.16Approval of this Prospectus93 4REASONS FOR THE EXCHANGE OFFER944.1Reasons for the Exchange Offer944.2Use of Proceeds945THE BUSINESS COMBINATION955.1Information about the Companies955.2Rumble’s Reasons for the Business Combination955.3Northern Data’s Reasons for the Business Combination995.4Accounting Treatment1015.5Listing of Additional Rumble ClassA Common Shares1015.6Termination of Inclusion of Trading of ND Shares1015.7Regulatory Approvals Related to the Business Combination1025.8Appraisal Rights1035.9Interests of Directors, Board Members and Executive Officers of Rumble and NorthernData in the Business Combination1045.10Rumble Stockholder Consent1055.11Directors and Management Following the Business Combination1055.12Post-Completion Reorganization1066BUSINESS COMBINATION AGREEMENT1086.1The Business Combination1086.2The Exchange Offer1086.3Conditions to Completing the Exchange Offer1106.4Northern Data’s Support and Recommendation of the Exchange Offer1106.5Efforts to Obtain Required Approvals1116.6Third-Party Acquisition Proposals1116.7Conduct of Business Pending the Consummation of the Business Combination1126.8Northern Data’s Performance of Obligations under the Peak Mining Sale1136.9Northern Data’s Cooperation with Law Firm Investigation1146.10Representations and Warranties1156.11Title Insurance Policy, Survey and RWI Insurance1156.12Treatment of