Content Expansion and Diversification Strategy
Sources & Uses / Pro Forma Valuation
Implied pro forma enterprise value of $2,231 million(1)
■ CFAC VI to combine with Rumble
■ CFAC VI and Rumble targeting $100 million PIPE at $10.00 per share(2)
Existing Rumble shareholders are rolling substantially all of their equity in
the transaction and are projected to own approximately 82.2% of company
post-transaction (3)
■ Rumble shareholders and optionholders to receive 105.0M additional
earnout shares, with 50% vesting at $15.00(4) and 50% vesting at $17.50(4)
■ $383 million of cash to balance sheet to fund Rumble's growth plan(5)
PRO FORMA ENTERPRISE VALUE ($M)
Share Price
Pro Forma Shares Outstanding(8)
Equity Value
(-) Net Cash on Balance Sheet
$10.00
261.4
$2,614
383
Pro Forma Enterprise Value
$2,231
SOURCES ($M)
USES ($M)
ILLUSTRATIVE PRO FORMA OWNERSHIP (8)(9)
CFAC VI Cash Held in Trust $300
Cash to Balance Sheet
$383
3.8% 2.5%
Cash on Rumble B/S(6)
48
Rumble Rollover Equity(3)
2,148
11.5%
PIPE Proceeds
100
Transaction Fees
55
Rumble Rollover Equity(3)
2,148
Net Repurchase of
Rumble Shares (7)
10
10
Total Sources
$2,596
Total Uses
$2,596
O
Rumble Rollover Equity(3)
CFAC VI Public
Stockholders
82.2%
PIPE Investors
CFAC VI Sponsor
Key Assumptions: All numbers are approximate and based on draft deal documents. Assumes no redemptions, new shares issued at $10.00 and treasury stock method. (1) Excludes shares placed in escrow and
certain shares subject to forfeiture/vesting. (2) Includes $15M from CFAC VI sponsor's forward purchase agreement ("FPA"). (3) Assumes $48M of cash on Rumble's balance sheet at close (subject to change
based on actual cash on B/S at close), $11M gross repurchase of Rumble shares and $11M issuance of restricted stock with certain time vesting requirements. All existing Rumble shareholders receive pro forma
common equity (includes current Rumble options and warrants based on treasury stock method). Excludes shares placed in escrow and those subject to vesting. (4) Price represents public trading price for 20 out
of 30 trading days within 5 years of closing. (5) Assumes no redemptions. (6) As of Q3 2021 and adjusted for $25M of pre-PIPE investment proceeds. (7) Reflects $11M gross repurchase of Rumble shares net for
$1M issuance of high-vote Class D stock. (8) Share count includes 214.8M Rumble rollover shares (pro forma for 1.1M share repurchase of Rumble shares and 1.1M issuance of restricted stock with certain time
vesting requirements; excludes seller earnout shares), 10.0M PIPE shares, 30.0M CFAC VI public shares and 6.61M CFAC VI sponsor shares. Share count includes 2.21M sponsor support shares that will be
subject to forfeiture to the extent the target $400M of capital is not available to SPAC at closing but only if certain other vesting requirements are not satisfied, and excludes 1.96M sponsor earnout shares subject
to 50% vesting at $15.00 and 50% vesting at $17.50. Also excludes impact of 7.5M CFAC VI public warrants and 0.6M CFAC VI sponsor warrants (including FPA warrants). (9) Excludes new equity incentive plan.
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