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SEC Comment Letter 0000000000-25-003850 to RUM Group Inc. (RUM)

RUM Group Inc.
Date: April 10, 2025 · CIK: 0001830081 · Accession: 0000000000-25-003850

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File numbers found in text: 001-40079

Date
April 10, 2025
Author
Division of
Form
UPLOAD
Company
RUM Group Inc.

Letter

Re: Rumble, Inc. Form 10-K for the year ended December 31, 2024 File No. 001-40079 Dear Brandon Alexandroff:

April 10, 2025

Brandon Alexandroff Chief Financial Officer Rumble, Inc. 444 Gulf of Mexico Dr. Longboat Key, FL 34228

We have limited our review of your filing to the financial statements and related disclosures and have the following comments.

Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this letter, we may have additional comments.

Form 10-K for the year ended December 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Key Business Metrics, page 43

1. You state in your risk factors that an important aspect of your success is your ability to provide users with engaging content and if users do not continue to contribute engaging content, your user growth, retention and engagement may decline, which could impair your ability to maintain relationships with your advertisers or attract new advertisers, which may seriously harm your business and operating results. We note you previously provided a measure of estimated minutes watched per month (MWPM) that you used as a "measure of audience engagement to help [you] understand the volume of users engaged with [y]our content on a monthly basis and the intensity of users' engagement with the platform." You also previously disclosed hours of uploaded video per day to "help [you] understand the volume of content being created and uploaded to [you] on a daily basis." Considering the success of your business appears to be impacted by your users engaging with your content, please tell us why you stopped providing these two measures. Explain what measures management currently uses to monitor content creation and engagement, and tell us April 10, 2025 Page 2

your consideration to include a quantified discussion of such measures for each period presented. Refer to SEC Release No. 33-10751. Results of Operations Revenues, page 46

2. You state the increase in Audience Monetization revenues was mainly due to higher revenue in subscriptions, tipping fees, licensing, platform hosting and advertising. In addition, you indicate that the increase in Other Initiative revenue was mostly due to more advertising inventory being monetized by your publisher network and an increase in cloud services offered. Where a material change is attributed to two or more factors, including any offsetting factors, the contribution of each identified factor should be described in quantified terms. Accordingly, please revise to quantify the impact of factors affecting fluctuations in your revenue. In your response, please provide us with a breakdown of revenue for each period presented from each of the products and services noted herein. Additionally, refrain from using terms such as "mostly" and "mainly" in lieu of providing more specific quantitative disclosure. Refer to Item 303(b) of Regulation S-K, and your response to comment 45 in your May 12, 2022 letter. Notes to the Consolidated Financial Statements 20. Segment and Geographic Information, page F-39

3. You state that the CODM assesses performance and decides how to allocate resources based on net loss as reported in the consolidated statements of operations. Please tell us how you considered the guidance in ASC 280-10-50-29(f) and the example at 280- 10-55-54(c) to discuss how the CODM uses this measure in assessing performance and deciding how to allocate resources or consider revising. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at 202-551-3499 with any questions.

Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Sean M. Ewen

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 April 10, 2025

Brandon Alexandroff
Chief Financial Officer
Rumble, Inc.
444 Gulf of Mexico Dr.
Longboat Key, FL 34228

 Re: Rumble, Inc.
 Form 10-K for the year ended December 31, 2024
 File No. 001-40079
Dear Brandon Alexandroff:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the year ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Business Metrics, page 43

1. You state in your risk factors that an important aspect of your success
is your ability
 to provide users with engaging content and if users do not continue to
contribute
 engaging content, your user growth, retention and engagement may
decline, which
 could impair your ability to maintain relationships with your
advertisers or attract new
 advertisers, which may seriously harm your business and operating
results. We note
 you previously provided a measure of estimated minutes watched per month
 (MWPM) that you used as a "measure of audience engagement to help [you]
 understand the volume of users engaged with [y]our content on a monthly
basis and
 the intensity of users' engagement with the platform." You also
previously disclosed
 hours of uploaded video per day to "help [you] understand the volume of
content
 being created and uploaded to [you] on a daily basis." Considering the
success of your
 business appears to be impacted by your users engaging with your
content, please tell
 us why you stopped providing these two measures. Explain what measures
 management currently uses to monitor content creation and engagement,
and tell us
 April 10, 2025
Page 2

 your consideration to include a quantified discussion of such measures
for each period
 presented. Refer to SEC Release No. 33-10751.
Results of Operations
Revenues, page 46

2. You state the increase in Audience Monetization revenues was mainly due
to higher
 revenue in subscriptions, tipping fees, licensing, platform hosting and
advertising. In
 addition, you indicate that the increase in Other Initiative revenue was
mostly due to
 more advertising inventory being monetized by your publisher network and
an
 increase in cloud services offered. Where a material change is
attributed to two or
 more factors, including any offsetting factors, the contribution of each
identified
 factor should be described in quantified terms. Accordingly, please
revise to quantify
 the impact of factors affecting fluctuations in your revenue. In your
response, please
 provide us with a breakdown of revenue for each period presented from
each of the
 products and services noted herein. Additionally, refrain from using
terms such as
 "mostly" and "mainly" in lieu of providing more specific quantitative
disclosure.
 Refer to Item 303(b) of Regulation S-K, and your response to comment 45
in
 your May 12, 2022 letter.
Notes to the Consolidated Financial Statements
20. Segment and Geographic Information, page F-39

3. You state that the CODM assesses performance and decides how to allocate
resources
 based on net loss as reported in the consolidated statements of
operations. Please tell
 us how you considered the guidance in ASC 280-10-50-29(f) and the
example at 280-
 10-55-54(c) to discuss how the CODM uses this measure in assessing
performance
 and deciding how to allocate resources or consider revising.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at
202-551-3499
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Sean M. Ewen
</TEXT>
</DOCUMENT>