UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Rumble Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
78137L105
(CUSIP Number)
Ryan Milnes
c/o 2286404 Ontario Inc.
PO Box 20112 Bayfield North
Barrie, Ontario, L4M6E9
Canada
Telephone Number: (941) 210-0196
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
Russell L. Leaf
Sean M. Ewen
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
November 19, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | Names of Reporting Persons
Ryan Milnes(1) |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ☐ | |
| (b) ☐ | |
| 3. | SEC Use Only
|
| 4. | Source of Funds (See Instructions)
OO |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ |
| 6. | Citizenship or Place of Organization
Canada |
Number of | 7. | Sole Voting Power
48,105,680(2) |
| 8. | Shared Voting Power
0 | |
| 9. | Sole Dispositive Power
48,105,680 (2) | |
| 10. | Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
48,105,680(2) |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
| 13. | Percent of Class Represented by Amount in Row (11)
17.0% (3) |
| 14. | Type of Reporting Person (See Instructions)
IN |
| (1) | 2286404 Ontario Inc. (“Ontario”) is the record holder of the shares. Ontario is wholly owned by Ryan Milnes and therefore, Mr. Milnes has voting and dispositive power over such shares and may be deemed to beneficially own such shares. The business address of Ontario is 2286404 Ontario Inc., PO Box 20112 Bayfield North, Barrie, Ontario, L4M6E9, Canada. |
| (2) | Consists of 48,105,680 shares of Class A Common Stock (as defined below) of the Issuer (as defined below) issuable upon the exchange of exchangeable shares in 1000045728 Ontario Inc., a corporation formed under the laws of the Province of Ontario, Canada, and an indirect, wholly owned subsidiary of the Issuer (“ExchangeCo”, and such shares, the “ExchangeCo Shares”), of which 16,560,185 ExchangeCo Shares have been placed in escrow pursuant to the terms of the Business Combination Agreement, dated December 1, 2021 (the “Business Combination Agreement”), by and between CF Acquisition Corp. VI (n/k/a Rumble Inc.) (“CF VI”) and Rumble Inc. (n/k/a Rumble Canada Inc.) (“Rumble Canada”), and are subject to vesting conditions and forfeiture pursuant to the terms of the Business Combination Agreement. Excludes 48,105,680 shares of Class C Common Stock, par value $0.0001 per share, of the Issuer (the “Class C Common Stock”), which are issued in “tandem” with each ExchangeCo Share, with each such share of Class C Common Stock intended to give the holder thereof the same voting rights as one share of Class A Common Stock, but are otherwise non-economic. Excludes 35,587 Class A Common Stock issuable upon the settlement of RSUs that vest on June 13, 2025. |
| (3) | Percentage based on 283,735,660 shares of Class A Common Stock issued and outstanding (inclusive of all shares of Class A Common Stock issuable upon exchange of the ExchangeCo Shares and which also includes shares of Class A Common Stock and ExchangeCo Shares placed in escrow pursuant to the terms of the Business Combination Agreement) as of September 16, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2024. |
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Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is filed in relation to the shares of the Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of Rumble Inc., a Delaware corporation (the “Issuer”), and amends the Schedule 13D filed by the Reporting Person on September 26, 2022 (the “Original 13D” and, together with this Amendment No. 1, the “Schedule 13D”). The principal executive offices of the Issuer are located at 444 Gulf of Mexico Drive, Longboat Key, Florida 34228. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original 13D.
.
Item 2. Identity and Background
| (a) | This Schedule 13D is being filed by Ryan Milnes (the “Reporting Person”). |
| (b) | The principal business address of the Reporting Person is c/o 2286404 Ontario Inc., PO Box 20112 Bayfield North, Barrie, Ontario, L4M6E9, Canada. |
| (c) | The Reporting Person’s principal occupation or employment is entrepreneur and investor. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of Canada. |
Item 4. Purpose of the Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented to include the following:
On November 19, 2024, the Reporting Person entered into a 10b5-1 trading plan (the “Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. The Plan provides for the sale of up to an aggregate of 1,200,000 shares of the Company’s Class A Common Stock commencing on the First Eligible Sale Date on or after March 15, 2025. “First Eligible Sale Date” means the later of (1) the date that is ninety (90) calendar days after November 19, 2024; and (2) two business days following the disclosure of the Issuer’s financial results in a Form 10–K for the fiscal year ended December 31, 2024; provided that, the First Eligible Sale Date shall in no event be later than one hundred twenty (120) calendar days following November 19, 2024. The Plan terminates on the earlier of 5:00 p.m. (New York time) on September 1, 2025, or the date on which all shares under the Plan have been sold.
Item 5. Interest in Securities of the Issuer
| (a) | The Reporting Person beneficially owns 48,105,680 shares of Class A Common Stock (as determined and described in note 1 above), which represent 17.0% of the outstanding shares of Class A Common Stock of the Issuer (as determined and described in note 2 above). |
| (b) | The Reporting Person has sole power to vote and sole power to dispose of 48,105,680 shares of Class A Common Stock. |
| (c) | No transactions in the Issuer’s capital stock were effected during the past 60 days by the Reporting Person except as set forth in Item 3 above and Item 6 below. |
| (d) | Not applicable. |
| (e) | Not applicable. |
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Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: November 22, 2024 | /s/ Michael Ellis, as attorney-in-fact |
| Ryan Milnes |
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