SecProbe.io

<DOCUMENT>
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<TEXT>
 April 25, 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 completed our review of your filing. 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.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 VIA EDGAR

 April 24, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, NE

 Washington, D.C. 20549

 Re: Rumble Inc.

 Form 10-K for the year ended December 31, 2024

 File No. 001-40079

 Ladies and Gentlemen:

 On behalf of our client, Rumble
Inc. (the " Company "), we submit this letter in response to the comment letter, dated April 10, 2025 (the " Comment
Letter "), from the staff (the " Staff ") of the Securities and Exchange Commission relating to the above referenced
Form 10-K for the year needed December 31 2024 as filed by the Company on March 25, 2025 (the " Form 10-K "). We are
concurrently submitting this letter via EDGAR.

 The Staff's comments
are summarized below in italicized text, and our responses to the Staff's comments are set out immediately under the restated comment.
Unless otherwise indicated, defined terms used herein have the meanings set forth in the Form 10-K.

 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 your consideration to include a quantified discussion of such measures for each period presented. Refer to SEC
Release No. 33-10751.

 Response : The Company announced
in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 that:

 Given our focus on monetization of
our user base in 2024, we plan to disaggregate our revenue into additional categories later in the year. We also plan to introduce a new
key business metric, Average Revenue Per User ("ARPU"), for certain revenue categories later in 2024. We believe this ARPU
measurement best reflects the focus of our management team, and, accordingly, over time we intend to phase out the reporting of estimated
MWPM and hours of uploaded videos per day. (p. 26)

 Brussels
Chicago Dallas Frankfurt Houston London Los Angeles Milan

 Munich
New York Palo Alto Paris Rome San Francisco Washington

 The Company included similar disclosure
in its Q1 earnings release dated May 14, 2024. Subsequently, in its Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2024, the Company reported ARPU for the first time for Q2 2024, together with historical quarterly ARPU for the preceding three fiscal
quarters for comparative purposes. In reporting MWPM for the final time, the Company stated in its Form 10-Q:

 As described above, we introduced a
new key business metric, ARPU, this quarter that we believe better reflects the focus of our management team given the current stage of
our business. Accordingly, this is the last quarter we plan to report estimated MWPM. (p.28)

 Similar disclosure is contained
with respect to hours of uploaded video per day:

 As described above, we introduced a
new key business metric, ARPU, this quarter that we believe better reflects the focus of our management team given the current stage of
our business. Accordingly, this is the last quarter we plan to report the number of hours of uploaded video per day. (p.29)

 The Company thereafter has reported
ARPU for Q3 and Q4 2024, and included a quantified discussion of such measures in its Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2024 and Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Unlike MWPM and hours of uploaded
video per day, the Company believes ARPU best captures the use and monetization of its entire platform, including engagement primarily
through advertising, creator sponsorships and subscriptions.

 In addition to ARPU, the Company continues
to use and report monthly active users ("MAUs") in its SEC periodic reports, which it has done since its public listing in
2022, and includes a quantified discussion of MAUs in its quarterly MD&A. As stated in the Form 10-K, the Company uses MAUs as a measure
of audience engagement to help the Company understand the volume of users engaged with its content on a monthly basis. The Company believes
that ARPU together with MAUs best reflect the Company's ability to attract, retain, engage and monetize its users, and thereby drive
revenue, and collectively represent the "limited set of critical variables which presents the pulse of the business" as stated
in SEC Release No. 33-10751. The KPI framework of publicly reporting ARPU and
monthly active users is consistent with the practices of other media and technology companies (see, e.g., Pinterest, Inc. and Snap Inc.)
as well as the expectations of the investment community.

 - 2 -

 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.

 Response : The Company acknowledges
the Staff's comments and has made revisions to the disclosure on page 46 of the Form 10-K, as shown below. The Company would propose
to include this level of additional detail in future applicable filings, beginning with the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2025.

 "Revenues

 Revenues increased by $14.5 million
to $95.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023, of which $10.3 million was attributable
to an increase in Audience Monetization revenues and $4.2 million was attributable to higher Other Initiatives. The increase in Audience
Monetization revenues was due to $8.5 million in subscriptions as well as $1.8 million from tipping fees,
licensing, platform hosting, and advertising. The increase in Other Initiative revenue was due to $3.0 million more advertising
inventory being monetized by our publisher network and $1.2 million in cloud services offered."

 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.

 Response : The Company acknowledges
the Staff's comments and has revised the first paragraph of Note 20, Segment and Geographic Information, on page F-39 of the Form
10-K, as shown below. The Company would propose to include this additional information in future applicable filings, beginning with the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025.

 "20. Segment
and Geographic Information

 The Company operates as one operating
segment. The Company's chief operating decision maker ("CODM") is its chief executive officer, who reviews financial
information presented on a consolidated basis to make decisions regarding how to allocate resources and assess performance. The CODM assesses
performance and decides how to allocate resources based on net loss and is reported on the consolidated statements of operations as consolidated
net loss. Net loss is used to monitor budget versus actual results in an effort to refine forecasts, control costs, and pricing
strategies . The CODM does not evaluate operating segments using asset information."

 * * * *

 In connection with its response
to the Staff's comments, the Company acknowledges that the Company and its management are responsible for the accuracy and adequacy
of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff. Should you have any questions regarding
any of the foregoing, please do not hesitate to contact Sean M. Ewen of Willkie Farr & Gallagher LLP, the Company's legal counsel,
at (212) 728-8867.

 - 3 -

 Very truly yours,

 By:
 /s/ Sean M. Ewen

 Sean M. Ewen, Willkie Farr & Gallagher LLP

 cc: Brandon Alexandroff, Rumble Inc.

 Sergey Milyukov, Rumble Inc.

 Russell L. Leaf, Willkie Farr &
Gallagher LLP

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<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>
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CORRESP
 1
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 Rumble Inc.

 444 Gulf of Mexico Drive

 Longboat Key, Florida 34228

 VIA EDGAR

 March 31, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Rumble Inc.

 Pre-Effective Amendment No. 1 to Registration
Statement on Form S-3

 Filed March 26, 2025

 File No. 333-285145

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, Rumble Inc. (the " Registrant ") hereby respectfully requests that the effectiveness
of the above-captioned Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 be accelerated to Wednesday, April 2, 2025,
at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.

 The disclosure in the referenced filing
is the responsibility of the Registrant. The Registrant represents to the Securities and Exchange Commission (the " Commission ")
that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing, and the Registrant represents that it may not assert this action or staff
comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The cooperation of the staff in meeting
the timetable described above is very much appreciated.

 Should you have any questions regarding
any of the foregoing, please do not hesitate to contact Sean M. Ewen of Willkie Farr & Gallagher LLP, our legal counsel, at (212)
728-8867.

 [ Signature page follows ]

 Very truly yours,

 RUMBLE INC.

 By:
 /s/ Brandon Alexandroff

 Name:
 Brandon Alexandroff

 Title:
 Chief Financial Officer

 cc: Russell L. Leaf, Willkie Farr & Gallagher LLP

 Sean M. Ewen, Willkie Farr & Gallagher LLP

January 8, 2025
Christopher Pavlovski
Chief Executive Officer and Chairman
Rumble Inc.
444 Gulf of Mexico Drive
Longboat Key, FL 34228
Re:Rumble Inc.
Preliminary Information Statement on Schedule 14C
Filed December 31, 2024
File No. 001-40079
Dear Christopher Pavlovski:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Technology

January 7, 2025
Christopher Pavlovski
Chief Executive Officer and Chairman
Rumble Inc.
444 Gulf of Mexico Drive
Longboat Key, FL 34228
Re:Rumble Inc.
Preliminary Information Statement on Schedule 14C
Filed December 31, 2024
File No. 001-40079
Dear Christopher Pavlovski:
            We have reviewed your filing and have the following comment. 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.
Preliminary Information Statement on Schedule 14C
General
1.Please provide the financial information required by Item 13(a) of Schedule 14A
or provide your analysis as to why such information is not required. Refer to Item 1 of
Schedule 14C and Item 11(e) of Schedule 14A.
            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 Matthew Crispino at 202-551-3456 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
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VIA EDGAR

January 7, 2025

Matthew Crispino, Esq.

Matthew Derby, Esq.

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Rumble Inc.

Preliminary Information Statement on Schedule
14C

Filed December 31, 2024

File No. 001-40079

Dear Mr. Crispino and Mr. Derby:

On behalf of our client Rumble Inc.,
a Delaware corporation (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission
this letter setting forth the Company’s response to the comment letter of the Staff dated January 7, 2025, regarding the Company’s
Preliminary Information Statement on Schedule 14C filed on December 31, 2024 (the “Information Statement”). For ease of reference,
the Staff’s comment is set forth in bold below, followed by the Company’s response. Concurrently with the submission of this
letter, the Company has filed an updated Preliminary Information Statement on Schedule 14C.

Preliminary Information Statement on Schedule 14C

General

1. Please provide the financial information required by Item 13(a) of Schedule 14A or provide your analysis as to why such information
is not required. Refer to Item 1 of Schedule 14C and Item 11(e) of Schedule 14A.

In response to the Staff’s comment,
the Company has revised page 10 of the Information Statement to incorporate by reference the information required by Item 13(a) of Schedule
14A, as required by Item 1 of Schedule 14C.

Thank you very much for your assistance
in this matter. Please do not hesitate to contact Sean M. Ewen of Willkie Farr & Gallagher LLP at (212) 728-8867 with any questions
or comments regarding this letter.

    Very truly yours,

    /s/ Willkie Farr & Gallagher LLP

    cc:  Michael Ellis, Esq.

CORRESP
1
filename1.htm

Rumble Inc.

444 Gulf of Mexico Drive

Longboat Key, Florida 34228

VIA EDGAR

October 24, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

    Re:

    Rumble Inc.

    Registration Statement on Form S-3

    Filed October 18, 2024

    File No. 333-282731

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, Rumble Inc. (the “Registrant”) hereby respectfully requests that the effectiveness
of the above-captioned Registration Statement on Form S-3 be accelerated to Friday, October 25, 2024, at 4:00 p.m., Eastern Time, or as
soon as practicable thereafter.

The disclosure in the referenced filing
is the responsibility of the Registrant. The Registrant represents to the Securities and Exchange Commission (the “Commission”)
that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing, and the Registrant represents that it may not assert this action or staff
comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The cooperation of the staff in meeting
the timetable described above is very much appreciated.

Should you have any questions regarding
any of the foregoing, please do not hesitate to contact Sean M. Ewen of Willkie Farr & Gallagher LLP, our legal counsel, at (212)
728-8867.

[Signature page follows]

Very truly yours,

RUMBLE INC.

    By:
    /s/ Michael Ellis

    Name:
    Michael Ellis

    Title:
    General Counsel and Corporate Secretary

    cc:
    Russell L. Leaf, Willkie Farr & Gallagher LLP

    Sean M. Ewen, Willkie Farr & Gallagher LLP

October 24, 2024
Chris Pavlovski
Chief Executive Officer and Chairman
Rumble Inc.
444 Gulf of Mexico Dr
Longboat Key, Florida 34228
Re:Rumble Inc.
Registration Statement on Form S-3
Filed October 18, 2024
File No. 333-282731
Dear Chris Pavlovski:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Kathleen Krebs at 202-551-3350 or Jan Woo at 202-551-3453  with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Sean Ewen, Esq.

CORRESP
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Rumble Inc.

444 Gulf of Mexico Drive

Longboat Key, Florida 34228

VIA EDGAR

November 10, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

Attention: Alexandra Barone and Jan Woo

    Re:
    Rumble Inc.

Registration Statement on Form S-1

File No. 333-267936

Dear Ms. Barone and Ms. Woo:

Pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, Rumble Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-captioned
Registration Statement on Form S-1 be accelerated to Monday, November 14, 2022, at 4:00 p.m., Eastern Time, or as soon as practicable
thereafter.

The disclosure in the referenced filing is the responsibility
of the Registrant. The Registrant represents to the Securities and Exchange Commission (the “Commission”) that should
the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing, and the Registrant represents that it may not assert this action or staff comments
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The cooperation of the staff in meeting the timetable described
above is very much appreciated.

Should you have any questions regarding any of the foregoing,
please do not hesitate to contact Sean M. Ewen of Willkie Farr & Gallagher LLP, our legal counsel, at (212) 728-8867.

[signature page follows]

Very truly yours,

RUMBLE INC.

/s/ Michael Ellis

Michael Ellis

General Counsel and Corporate Secretary

cc:  Russell L. Leaf, Willkie Farr & Gallagher LLP

    Sean M. Ewen, Willkie Farr & Gallagher LLP

CORRESP
1
filename1.htm

VIA EDGAR

November 4, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

Attention: Alexandra Barone and Jan Woo

    Re:
    Rumble Inc.

Amendment No. 1 to Registration Statement on
Form S-1

Filed October 19, 2022

File No. 333-267936

Dear Ms. Barone and Ms. Woo:

On behalf of Rumble Inc. (the “Company”),
in this letter, we are responding to the comment letter received from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”), on November 1, 2022, regarding the Company’s Amendment No. 1 to Registration
Statement on Form S-1, File No. 333-267936, filed with the Commission on October 19, 2022 (the “Registration Statement”).

For the Staff’s convenience, we have repeated below
the Staff’s comment in bold, and have followed the Staff’s comment with the Company’s response. Disclosure changes made
in response to the Staff’s comments have been made in Amendment No. 2 to the Registration Statement on Form S-1 (the “Amendment”),
which is being filed with the Commission contemporaneously with the submission of this letter.

Amendment No. 1 to Registration Statement on Form S-1
filed October 19, 2022

Cover Page

    1.
    For each of the securities being registered for resale, disclose the price that the selling securityholders paid for such securities.

Response: The Company acknowledges the Staff’s comment
and appropriate disclosure has been added to the cover page as well as pages 27 and 28 of the Amendment.

    2.
    Disclose the exercise price(s) of the warrants compared to the market price of the underlying securities. Based on the market price of your Class A Common Stock on October 18, 2022, your warrants appear to be out of the money. If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations

Response: The Company acknowledges the Staff’s comment and
appropriate disclosure has been added to the cover page and pages 7, 28, 29 and 53 of the Amendment.

Risk Factors, page 8

    3.
    Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of the Class A common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also disclose that even though the current trading price is below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

Response: The Company acknowledges the Staff’s comment
and appropriate disclosure has been added to the cover page and pages 7, 27 and 28 of the Amendment.

General

    4.
    Please file a dated legal opinion as an exhibit to the registration statement.

Response: The Company acknowledges the Staff’s comment
and a dated legal opinion has been filed as Exhibit 5.1.

    5.
    Revise your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor, PIPE Investors, and other selling securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Disclose that while the Sponsor, PIPE Investors, and other selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response: The Company acknowledges the Staff’s comment
and appropriate disclosure has been added to the cover page and pages 27 and 28 of the Amendment.

***

    2

We thank the Staff for its review of the foregoing
and the Amendment. If you have further comments, please feel free to contact the undersigned by email at sewen@willkie.com or by telephone
at (212) 728-8867.

    Sincerely,

    WILLKIE FARR & GALLAGHER LLP

    /s/ Sean M. Ewen

    Sean M. Ewen

    Partner

    Cc:
    Rumble Inc.

3

United States securities and exchange commission logo
November 1, 2022
Christopher Pavlovski
Chief Executive Officer
Rumble Inc.
444 Gulf of Mexico Dr
Longboat Key, FL 34228
Re:Rumble Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 19, 2022
File No. 333-267936
Dear Christopher Pavlovski:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed October 19, 2022
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.
2.Disclose the exercise price(s) of the warrants compared to the market price of the
underlying securities. Based on the market price of your Class A Common Stock on
October 18, 2022, your warrants appear to be out of the money. If the warrants are out the
money, please disclose the likelihood that warrant holders will not exercise their warrants.
Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of
proceeds section and disclose that cash proceeds associated with the exercises of the
warrants are dependent on the stock price. As applicable, describe the impact on your
liquidity and update the discussion on the ability of your company to fund your operations

 FirstName LastNameChristopher Pavlovski
 Comapany NameRumble Inc.
 November 1, 2022 Page 2
 FirstName LastNameChristopher Pavlovski
Rumble Inc.
November 1, 2022
Page 2
on a prospective basis with your current cash on hand.
Risk Factors, page 8
3.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose that even though the current trading
price is below the SPAC IPO price, the private investors have an incentive to sell because
they will still profit on sales because of the lower price that they purchased their shares
than the public investors.
General
4.Please file a dated legal opinion as an exhibit to the registration statement.
5.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor, PIPE Investors, and other selling
securityholders acquired their shares and warrants, and the price that the public
securityholders acquired their shares and warrants. Disclose that while the Sponsor, PIPE
Investors, and other selling securityholders may experience a positive rate of return based
on the current trading price, the public securityholders may not experience a similar rate
of return on the securities they purchased due to differences in the purchase prices and the
current trading price. Please also disclose the potential profit the selling securityholders
will earn based on the current trading price. Lastly, please include appropriate risk factor
disclosure.
            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.
            Refer to Rule 461 regarding requests for acceleration.  Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

 FirstName LastNameChristopher Pavlovski
 Comapany NameRumble Inc.
 November 1, 2022 Page 3
 FirstName LastName
Christopher Pavlovski
Rumble Inc.
November 1, 2022
Page 3
cc:       Sean M. Ewen

CORRESP
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CF Acquisition Corp. VI

110 East 59th Street

New York, NY 10022

August 10, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C., 20549

Attention: Patrick Faller

    Re:
    CF Acquisition Corp. VI

    Registration Statement on Form S-4

    Filed February 14, 2022, as amended

    File No. 333-262725

Dear Mr. Faller:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, CF Acquisition Corp. VI hereby requests acceleration of effectiveness of the above referenced Registration Statement
so that it will become effective at 4:00 p.m. ET on Thursday, August 11, 2022, or as soon as thereafter practicable.

We request that we be notified of such effectiveness
by a telephone call to Javad Husain of Hughes Hubbard & Reed LLP at (857) 225-6204 and that such effectiveness also be confirmed in
writing.

    Very truly yours,

    /s/ Howard W. Lutnick

    Howard W. Lutnick

    Chief Executive Officer

    cc:
    Hughes Hubbard & Reed LLP

    Willkie Farr & Gallagher LLP

CORRESP
1
filename1.htm

    Hughes Hubbard & Reed LLP

    One Battery Park Plaza

    New York, New York 10004-1482

    Telephone: +1 (212) 837-6000

    Fax: +1 (212) 422-4726

    hugheshubbard.com

VIA EDGAR

August 9, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

Attention: Patrick Faller and Brittany Ebbertt

    Re:
    CF Acquisition Corp. VI

Registration Statement on Form S-4

Initially Filed February 14, 2022

File No. 333-262725

Dear Mr. Faller and Ms. Ebbertt:

On behalf of CF Acquisition Corp. VI (the “Company”
or “CF VI”), in this letter, we are responding to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”), on July 29, 2022, regarding the Company’s
Amendment No. 4 to Registration Statement on Form S-4, File No. 333-262725, filed with the Commission on August 1, 2022 (the “Prior
Registration Statement”).

For the Staff’s convenience, we have repeated below
the Staff’s comment in bold, and have followed the Staff’s comment with the Company’s response. Disclosure changes made
in response to the Staff’s comments have been made in Amendment No. 4 to the Registration Statement on Form S-4 (the “Amendment”),
which is being filed with the Commission contemporaneously with the submission of this letter.

General

    1.
    Refer to your disclosure in the third to final paragraph in the Notice of Special Meeting. Where you disclose that Mr. Pavlovski will hold 85% of the voting power of the Combined Entity’s capital stock, disclose that Mr. Pavlovski will be the sole recipient of Class D shares issued at closing, the number of votes per share of the Class D Common Stock will not be determined until closing, and that the number of votes per share will be affected by the number of shares being redeemed in connection with the business combination. Also, state clearly that you are employing a novel capital structure with multiple classes of common stock and explain why the Class D Common Stock is being issued to Mr. Pavlovski with this governance structure.

Response: The Company acknowledges the Staff’s comment
and responsive disclosure has been added to the Notice of Special Meeting section.

Summary of the Proxy Statement/Prospectus, page 26

    2.
    We note your revised disclosure on page 28 indicating that because of the mandatory redemption of Class D Common stock upon the transfer of any Class A Common Stock or ExchangeCo Exchangeable Shares held by Mr. Pavlovski “the more rapidly Mr. Pavlovski will decrease his voting power upon third party transfers of Class A Common Stock or ExchangeCo Exchangeable Shares following the Closing.” Revise your disclosure to more precisely quantify how the economic ownership of Mr. Pavlovski may deviate significantly from his voting power in the Combined Entity. In doing so:

    ●
    Please include an illustrative graph or table with specific
scenarios to show how Mr. Pavlovski's control of the company will fluctuate depending on the number of votes assigned to the Class D
Common Stock at Closing (which depends on the number of redemptions and redemption price) and the rate at which he disposes of his Class
A and Class C shares after the closing of the Business Combination. Illustrate under what circumstances Mr. Pavlovski retains majority
control of the Combined Entity after Closing. Provide this disclosure based on each of your redemption scenarios (which assume the Class
D Common Stock will be entitled to 11.250, 10.518, and 9.786 votes per share as disclosed on page 11).

    ●
    Provide risk factor disclosure that thoroughly addresses
the potential risks and conflicts of interest presented by the ability of Mr. Pavlovski to retain majority control of the Combined Entity's
voting power while reducing, potentially significantly, his economic interest in the company’s shares.

    ●
    Include disclosure in your “Questions and Answers About the Proposals” describing how the mandatory redemption provisions
in the Combined Entity Charter will impact Mr. Pavlovski's control over the Combined Entity in the future.

Response: The Company acknowledges the Staff’s comments,
and responsive disclosure has been added to the Amendment, including on pages 12, 28-29 and 83.

    3.
    We note your revised disclosure on page 141 indicating that “[t]he revenue assumptions utilized in the Future Illustrative Valuation Analysis were based on the following assumptions for Rumble’s U.S. MAUs and Rumble’s U.S. Monthly ARPU as provided by Rumble.” You also state that CF&Co. used an estimate of Rumble U.S. MAUs and U.S. Monthly ARPU to “calculate Rumble's potential revenue.” You advise in response to prior comment 2 that “neither the CF VI Board nor CF&Co. relied upon any potential advertising revenue estimates not disclosed in the Amendment.” However, your disclosure does not appear to identify the actual revenue estimates that were used in the analysis. With a view towards revised disclosure, clarify how your presentation includes “Rumble's potential revenue” calculations. Specify the actual “revenue assumptions utilized” in the Future Illustrative Valuation analysis that were based on Rumble's U.S. MAUs and Rumble’s U.S. Monthly ARPU so investors can ascertain the basis for your projections.

Response: The Company acknowledges the Staff’s comment
and responsive disclosure has been added to pages 142-143.

***

    2

We thank the Staff for its review of the
foregoing and the Amendment. If you have further comments, please feel free to contact the undersigned by email at gary.simon@hugheshubbard.com
or by telephone at (212) 837-6770.

    Sincerely,

    HUGHES HUBBARD & REED LLP

    /s/ Gary J. Simon

    Gary J. Simon

    Partner

    Cc:
    CF Acquisition Corp. VI

Willkie Farr & Gallagher LLP

3

United States securities and exchange commission logo
August 8, 2022
Howard W. Lutnick
Chief Executive Officer
CF Acquisition Corp. VI
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VI
Amendment No. 4 to Registration Statement on Form S-4
Filed August 1, 2022
File No. 333-262725
Dear Mr. Lutnick:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 29, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-4/A Filed on August 1, 2022
General
1.Refer to your disclosure in the third to final paragraph in the Notice of Special Meeting.
Where you disclose that Mr. Pavlovski will hold 85% of the voting power of the
Combined Entity’s capital stock, disclose that Mr. Pavlovski will be the sole recipient of
Class D shares issued at closing, the number of votes per share of the Class D Common
Stock will not be determined until closing, and that the number of votes per share will be
affected by the number of shares being redeemed in connection with the business
combination.  Also, state clearly that you are employing a novel capital structure with
multiple classes of common stock and explain why the Class D Common Stock is being
issued to Mr. Pavlovski with this governance structure.

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 August 8, 2022 Page 2
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VI
August 8, 2022
Page 2
Summary of the Proxy Statement/Prospectus, page 26
2.We note your revised disclosure on page 28 indicating that because of the mandatory
redemption of Class D Common stock upon the transfer of any Class A Common Stock or
ExchangeCo Exchangeable Shares held by Mr. Pavlovski "the more rapidly Mr. Pavlovski
will decrease his voting power upon third party transfers of Class A Common Stock or
ExchangeCo Exchangeable Shares following the Closing."  Revise your disclosure to
more precisely quantify how the economic ownership of Mr. Pavlovski may deviate
significantly from his voting power in the Combined Entity.  In doing so:
•Please include an illustrative graph or table with specific scenarios to show how Mr.
Pavlovski's control of the company will fluctuate depending on the number of votes
assigned to the Class D Common Stock at Closing (which depends on the number of
redemptions and redemption price) and the rate at which he disposes of his Class A
and Class C shares after the closing of the Business Combination.  Illustrate under
what circumstances Mr. Pavlovski retains majority control of the Combined Entity
after Closing.  Provide this disclosure based on each of your redemption scenarios
(which assume the Class D Common Stock will be entitled to 11.250, 10.518, and
9.786 votes per share as disclosed on page 11).
•Provide risk factor disclosure that thoroughly addresses the potential risks and
conflicts of interest presented by the ability of Mr. Pavlovski to retain majority
control of the Combined Entity's voting power while reducing, potentially
significantly, his economic interest in the company’s shares.
•Include disclosure in your "Questions and Answers About the Proposals" describing
how the mandatory redemption provisions in the Combined Entity Charter will
impact Mr. Pavlovski's control over the Combined Entity in the future.
Certain Forecasted Information for Rumble, page 141
3.We note your revised disclosure on page 141 indicating that "[t]he revenue assumptions
utilized in the Future Illustrative Valuation Analysis were based on the following
assumptions for Rumble’s U.S. MAUs and Rumble’s U.S. Monthly ARPU as provided by
Rumble."  You also state that CF&Co. used an estimate of Rumble U.S. MAUs and U.S.
Monthly ARPU to "calculate Rumble's potential revenue."  You advise in response to
prior comment 2 that "neither the CF VI Board nor CF&Co. relied upon any potential
advertising revenue estimates not disclosed in the Amendment."  However, your
disclosure does not appear to identify the actual revenue estimates that were used in the
analysis.  With a view towards revised disclosure, clarify how your presentation
includes "Rumble's potential revenue" calculations.  Specify the actual "revenue
assumptions utilized" in the Future Illustrative Valuation analysis that were based on
Rumble's U.S. MAUs and Rumble’s U.S. Monthly ARPU so investors can ascertain the
basis for your projections.

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 August 8, 2022 Page 3
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VI
August 8, 2022
Page 3
            You may contact Brittany Ebbertt, Senior Staff Accountant, at (202) 551-3572 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Javad Husain

CORRESP
1
filename1.htm

    Hughes
    Hubbard & Reed LLP

    One
    Battery Park Plaza

    New
    York, New York 10004-1482

    Telephone:
    +1 (212) 837-6000

    Fax:
    +1 (212) 422-4726

    hugheshubbard.com

VIA
EDGAR

August
1, 2022

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, NE

Washington,
D.C. 20549

Attention:
Patrick Faller and Brittany Ebbertt

    Re:
    CF
    Acquisition Corp. VI

Registration
Statement on Form S-4

Initially
Filed February 14, 2022

File
No. 333-262725

Dear
Mr. Faller and Ms. Ebbertt:

On
behalf of CF Acquisition Corp. VI (the “Company” or “CF VI”), in this letter, we are responding
to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
on July 29, 2022, regarding the Company’s Amendment No. 3 to Registration Statement on Form S-4, File No. 333-262725, filed with
the Commission on July 15, 2022 (the “Prior Registration Statement”).

For
the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the Staff’s comment
with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in Amendment No.
4 to the Registration Statement on Form S-4 (the “Amendment”), which is being filed with the Commission contemporaneously
with the submission of this letter.

Summary
of the Proxy Statement/Prospectus, page 26

    1.
    Highlight the unique nature
    of the combined company’s proposed share structure and the associated risks. For example, disclose that because the number
    of votes per share of Class D common stock will not be determined until after the shareholder vote, shareholders will not be able
    to assess certain aspects of the ownership structure. Additionally, disclose how the number of shareholder redemptions will impact
    the votes per share of the Class D common stock and could affect the CEO’s future ability to receive an increased economic
    benefit from selling his Class A and C shares while maintaining control of the Company through the super-voting Class D shares.

Response:
The Company acknowledges the Staff’s comment and appropriate disclosure has been added to page 28.

Certain
Forecasted Information for Rumble, page 141

    2.
    We note your response to
    prior comment 6. You disclose that the Future Illustrative Valuation Analysis was prepared using the information regarding Rumble’s
    advertising revenue potential provided to CF VI by Rumble and made available to the CF VI Board which represented “a range
    at the lower end of the potential advertising revenue estimates provided by Rumble.” The assumption for Rumble’s U.S.
    Monthly ARPU is disclosed as between 38 and 76 percent of the leading streaming platform’s estimated U.S. Monthly ARPU. Please
    clarify how you determined this range was at the “lower end” of the potential revenue estimates. Disclose any separate
    “potential advertising revenue estimates provided by Rumble” that were relied upon by the Board or CF&Co. or advise.
    We also note your disclosure that the estimates provided by Rumble included certain discounts, based on the revised footnote. To
    help investors understand the impact of the discounts, include the actual U.S. MAUs and Monthly ARPU estimates provided or advise.

Response:
In response to the Staff’s comments, the Company has revised the disclosure in the Amendment as described below:

 ● In
                                            response to the Staff’s comment “[p]lease clarify how you determined this range
                                            was at the ‘lower end’ of the potential revenue estimates,” the reference
                                            to the ‘lower end’ of potential advertising revenue estimates has been deleted
                                            from page 141.

 ● In
                                            response to the Staff’s comment “[t]o help investors understand the impact of
                                            the discounts, include the actual U.S. MAUs and Monthly ARPU estimates provided or advise,”
                                            the disclosure in the bullets entitled “Rumble’s U.S. MAUs” and “Rumble’s
                                            U.S. Monthly ARPU” on pages 141-142 has been revised to include the range of U.S. MAU
                                            and Monthly ARPU estimates provided by Rumble to CF VI and to clarify the range of U.S. MAUs
                                            and Monthly ARPUs used in the analysis.

 ● In
                                            response to the Staff’s comment “[d]isclose any separate ‘potential advertising
                                            revenue estimates provided by Rumble’ that were relied upon by the Board or CF&Co.
                                            or advise,” the Company advises the Staff that neither the CF VI Board nor CF&Co.
                                            relied upon any potential advertising revenue estimates not disclosed in the Amendment.

    3.
    We note your response to
    prior comment 7. Advise if there were any general macroeconomic assumptions used to produce the analyses, further to our prior comment
    asking about the reference to “assumptions concerning general business and economic conditions” on page 143. Include
    any specific assumptions in your disclosure.

Response:
CF&Co. has advised the Company, and the Company supplementally advises the Staff, that CF&Co. did not prepare and present any
analyses which incorporated any alternative macroeconomic scenarios. Accordingly, no additional disclosure has been added to page 143.

General

    4.
    We note your response to
    prior comment 9. We further note your disclosure on page 201 highlighting Rumble’s “consistent and user-friendly moderation
    policy” as part of its competitive differentiation. Given the disclosure about the existing content moderation policies, revise
    your disclosure about Rumble’s Terms of Service on page 205 to describe the proposed changes and the removal and appeals process.
    Revise your risk factor disclosure on page 60 to clarify whether Rumble currently has a formalized removal and appeals process and
    discuss the potential impact of any new processes. Additionally, discuss the specific risks to Rumble’s business if the proposed
    changes are not viewed favorably by creators or users.

Response:
The Company acknowledges the Staff’s comment and appropriate disclosure has been added to pages 60-61.

    5.
    We note your response to
    prior comment 18 and revised disclosure on page 81. Please revise your risk factor to address Mr. Pavlovski’s “control”
    (as defined in the applicable CFIUS regulations) over the post-business combination entity.

Response:
The Company acknowledges the Staff’s comment and appropriate disclosure has been added to page 81.

***

    2

We
thank the Staff for its review of the foregoing and the Amendment. If you have further comments, please feel free to contact the undersigned
by email at gary.simon@hugheshubbard.com or by telephone at (212) 837-6770.

    Sincerely,

    HUGHES HUBBARD & REED LLP

    /s/ Gary J.
    Simon

    Gary J. Simon

    Partner

    Cc:
    CF Acquisition Corp. VI

Willkie
Farr & Gallagher LLP

3

United States securities and exchange commission logo
July 29, 2022
Howard W. Lutnick
Chief Executive Officer
CF Acquisition Corp. VI
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VI
Amendment No. 3 to Registration Statement on Form S-4
Filed July 15, 2022
File No. 333-262725
Dear Mr. Lutnick:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 8, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed on July 15, 2022
Summary of the Proxy Statement/Prospectus, page 26
1.Highlight the unique nature of the combined company's proposed share structure and the
associated risks.  For example, disclose that because the number of votes per share of
Class D common stock will not be determined until after the shareholder vote,
shareholders will not be able to assess certain aspects of the ownership structure.
Additionally, disclose how the number of shareholder redemptions will impact the votes
per share of the Class D common stock and could affect the CEO's future ability to receive
an increased economic benefit from selling his Class A and C shares while
maintaining control of the Company through the super-voting Class D shares.

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 July 29, 2022 Page 2
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VI
July 29, 2022
Page 2
Certain Forecasted Information for Rumble, page 141
2.We note your response to prior comment 6.  You disclose that the Future Illustrative
Valuation Analysis was prepared using the information regarding Rumble’s advertising
revenue potential provided to CF VI by Rumble and made available to the CF VI Board
which represented "a range at the lower end of the potential advertising revenue estimates
provided by Rumble."  The assumption for Rumble's U.S. Monthly ARPU is disclosed
as between 38 and 76 percent of the leading streaming platform's estimated U.S. Monthly
ARPU.  Please clarify how you determined this range was at the "lower end" of the
potential revenue estimates.  Disclose any separate "potential advertising revenue
estimates provided by Rumble" that were relied upon by the Board or CF&Co. or advise.
We also note your disclosure that the estimates provided by Rumble included certain
discounts, based on the revised footnote.  To help investors understand the impact of the
discounts, include the actual U.S. MAUs and Monthly ARPU estimates provided or
advise.
3.We note your response to prior comment 7.  Advise if there were any general
macroeconomic assumptions used to produce the analyses, further to our prior comment
asking about the reference to "assumptions concerning general business and economic
conditions" on page 143.  Include any specific assumptions in your disclosure.
General
4.We note your response to prior comment 9.  We further note your disclosure on page 201
highlighting Rumble's "consistent and user-friendly moderation policy" as part of its
competitive differentiation.  Given the disclosure about the existing content moderation
policies, revise your disclosure about Rumble's Terms of Service on page 205 to describe
the proposed changes and the removal and appeals process.  Revise your risk factor
disclosure on page 60 to clarify whether Rumble currently has a formalized removal and
appeals process and discuss the potential impact of any new processes.  Additionally,
discuss the specific risks to Rumble's business if the proposed changes are not viewed
favorably by creators or users.
5.We note your response to prior comment 18 and revised disclosure on page 81.  Please
revise your risk factor to address Mr. Pavlovski's “control” (as defined in the applicable
CFIUS regulations) over the post-business combination entity.

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 July 29, 2022 Page 3
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VI
July 29, 2022
Page 3
            You may contact Brittany Ebbertt, Senior Staff Accountant, at (202) 551-3572 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Javad Husain

CORRESP
1
filename1.htm

    Hughes Hubbard & Reed LLP

    One Battery Park Plaza

    New York, New York 10004-1482

    Telephone: +1 (212) 837-6000

    Fax: +1 (212) 422-4726

    hugheshubbard.com

VIA EDGAR

July 15, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

Attention: Brittany Ebbertt and Patrick Faller

    Re:
    CF Acquisition Corp. VI

Registration Statement on Form S-4

Initially Filed February 14, 2022

File No. 333-262725

Dear Ms. Ebbertt and Mr. Faller:

On behalf of CF Acquisition Corp. VI (the “Company”
or “CF VI”), in this letter, we are responding to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”), on July 8, 2022, regarding the Company’s Amendment
No. 2 to Registration Statement on Form S-4, File No. 333-262725, filed with the Commission on May 13, 2022 (the “Prior Registration
Statement”).

For the Staff’s convenience, we have repeated below
the Staff’s comment in bold, and have followed the Staff’s comment with the Company’s response. Disclosure changes made
in response to the Staff’s comments have been made in Amendment No. 3 to the Registration Statement on Form S-4 (the “Amendment”),
which is being filed with the Commission contemporaneously with the submission of this letter.

Q: What interests do CF VI’s current officers and
directors have in the Business Combination?, page 16

    1.

    We note your disclosure on page 192 of approximately $234,000 outstanding under the Working Capital Loans. Clarify, if true, that the Working Capital Loans were made by the Sponsor and are included in the aggregate loan amount of $1,983,691 disclosed here or advise.

Response: The Company respectfully advises that each of the
Sponsor Loan and the Working Capital Loans were made by the Sponsor, and that the amount outstanding under the Working Capital Loan (approximately
$234,000 as of March 31, 2022 and $423,353 as of June 30, 2022) is included in the aggregate loan amount ($1,983,691 as of March 31, 2022
and $2,173,363 as of June 30, 2022). The disclosure on pages 17 and 191, among others, has been clarified accordingly.

Forward Purchase Contract, page 31

    2.

    We note your disclosure on page 129 that the “1,500,000 Forward Purchase Shares are subject to a lock-up until 30 days after the completion of the Business Combination.” We also note that Section 5.2 of Exhibit 10.8 provides for a lock-up period of one year or sooner if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30 trading day period commencing at least 150 days after the merger, among other things. Please advise or revise this apparent inconsistency accordingly.

Response: The Company respectfully advises that the definition
of “Forward Purchase Shares” in the Forward Purchase Contract only covers 375,000 shares of Class A Common Stock being acquired
pursuant to the Forward Purchase Contract, whereas the definition of “Forward Purchase Shares” in the Amendment covers all
1,875,000 shares of Class A Common Stock being acquired pursuant to the Forward Purchase Contract (including the 1,500,000 shares of Class
A Common Stock underlying the “Units” as defined in the Forward Purchase Contract and described below).

Pursuant to Section 5.2.1 of the Forward Purchase Contract
and as described on page 129 of the Amendment, 375,000 shares of Class A Common Stock (i.e., those shares defined as the “Forward
Purchase Shares” in the Forward Purchase Contract) are subject to a one year lock-up (with certain early release triggers as described
on page 129 of the Amendment).

The remaining 1,500,000 shares of Class A Common Stock being
acquired pursuant to the Forward Purchase Contract are being acquired as a constituent part of the 1,500,000 “Units” (as such
term is defined in the Forward Purchase Contact) the Sponsor agreed to acquire pursuant to the Forward Purchase Contract. Pursuant to
Section 5.2.2 of the Forward Purchase Contract and as described on page 129 of the Amendment, the Units (and their constituent parts,
consisting of 1,500,000 shares of Class A Common Stock and 375,000 Warrants) are subject to a 30 day lock-up.

We note that because the CF VI Units are being separated
into their constituent parts prior to the completion of the Business Combination, for the sake of clarity, rather than referring to Forward
Purchase Shares and Units (as such terms are defined in the Forward Purchase Contract), the Amendment refers only to shares of Class A
Common Stock (all 1,875,000 of which are defined in the Amendment as “Forward Purchase Shares”) and Warrants, including those
securities underlying the Units (as defined in the Forward Purchase Contract).

Risk Factors

Rumble collects, stores, and processes large amounts of
user video content and personal

information of its users and subscribers. . . , page
56

    3.

    We note your disclosure that Rumble expects it may be difficult to extend or renew cybersecurity insurance beyond its current term. Revise to disclose if Rumble expects this will have an adverse impact on its business, financial condition, or results of operations.

Response: The Company acknowledges the Staff’s comment
and the disclosure on page 56 has been revised accordingly.

Rumble derives a substantial portion of its revenue from advertising
and its relationships with a small number of key. . . , page 63

    4.

    We note your disclosure on page 226 that a “few customers” accounted for 56% of Rumble’s revenue for the three months ended March 31, 2022 and 91% of Rumble’s revenue for the three months ended March 31, 2021. Update your risk factor disclosure here to include any additional customers or networks on which Rumble is substantially dependent. Please disclose the material terms of any related agreement(s) and file a copy as an Exhibit to your registration statement. Refer to Item 601(b)(10) of Regulation S-K.

Response: The Company acknowledges the Staff’s comments
and the disclosure on pages 63-64 has been revised accordingly, and an additional Exhibit 10.9 has been filed with the Amendment.

Unaudited Pro Forma Condensed Combined Financial Information

Note 2 - Transaction Accounting Adjustments

Adjustment (AA), page 105

    5.

    We note your revised disclosures and response to prior comment 10; however, we are still unable to reconcile the number of Rumble Shareholder shares in the tables on page 106 and 87 to the number of shares shown in the table on page 14. Please provide us with a quantitative analysis that reconciles the number of Rumble Shareholder shares on pages 14, 87 and 106. Also, ensure that all reconciling differences are properly disclosed in the footnotes to each of the tables.

Response: The Company acknowledges the Staff’s comments
and the disclosure on pages 14 and 87 have been revised accordingly.

With respect to the Rumble Shareholder shares noted on page
106 as of December 31, 2021, we note that the 155,792,140 share number reflects the number of shares of Class A Common Stock held by the
Rumble Shareholders, assuming all ExchangeCo Exchangeable Shares have been exchanged for shares of Class A Common Stock.  As noted
in footnotes 2 and 3 of the table, this amount excludes 1,100,000 restricted shares of Class A Common Stock that will be issued to Chris
Pavlovski as well as 76,410,222 Forfeiture Escrow Shares.  This amount also excludes the Base Option Shares and Tandem Option Earnout
Shares issuable upon the exercise of Exchanged Rumble Options held by the holders.

With respect to the Rumble Shareholder shares noted on page
106 as of March 31, 2022, we note that the 156,158,807 share number reflects the number of shares of Class A Common Stock held by the
Rumble Shareholders, assuming all ExchangeCo Exchangeable Shares have been exchanged for shares of Class A Common Stock.  As noted
in footnotes 2 and 3 of the table, this amount excludes 733,333 of the 1,100,000 restricted shares of Class A Common Stock that will be
issued to Chris Pavlovski  as well as 76,410,222 Forfeiture Escrow Shares.  This amount also excludes the Base Option
Shares and Tandem Option Earnout Shares issuable upon the exercise of Exchanged Rumble Options held by the holders.

    2

With respect to the Rumble Shareholder shares on page 87,
we note that 233,302,362 share number reflects the number of shares of Class A Common Stock held by the Rumble Shareholders, assuming
all ExchangeCo Exchangeable Shares have been exchanged for shares of Class A Common Stock (i.e., similar to the approach taken on page
106 above), which includes the 76,410,222 Forfeiture Escrow Shares that are not included in the calculation on page 106 as described above
(because, for purposes of the pro forma calculation set forth on page 106, such shares are deemed to be contingently issuable shares under
ASC 260, and as such, are excluded from the calculation set forth on page 106).  The Forfeiture Escrow Shares are included on page
87 because as explained in footnote 4, the holders of Forfeiture Escrow Shares are deemed to be
beneficial owner of these shares with the right to vote and receive any dividends, distributions and other earnings and as such, are deemed
to be outstanding shares.. This amount also includes the 1,100,000 restricted shares for  of Class A Common Stock that will
be issued to Chris Pavlovski which as explained in footnote 3 Mr. Pavlovski will have all the
rights of a stockholder as to the restricted shares of Class A Common Stock, including the right to vote such shares during the period
of vesting and as such are deemed to be outstanding shares.  This amount excludes Base Option Shares and Tandem Earnout Shares
issuable upon Exchanged Rumble Options held by the holders.

With respect to the Rumble Shareholder shares noted on page
14, we note that the initial 215,595,168 share number reflects the number of shares of Class A Common Stock held by the Rumble Shareholders,
assuming all ExchangeCo Exchangeable Shares have been exchanged for shares of Class A Common Stock, plus 1,100,000 restricted shares of
Class A Common Stock that will be issued to Chris Pavlovski.  This amount also includes 58,703,028 Base Option Shares issued upon
the conversion in full of all Exchanged Rumble Options, but excludes 28,589,778 Tandem Option Earnout Shares issuable upon the conversion
of all Exchanged Options and 76,410,222 Forfeiture Escrow Shares.

Certain Forecasted Information for Rumble, page 141

    6.

    We note your response to prior comments 13 and 14. We further note your disclosure that “In evaluating Rumble, CF VI received (i) information on Rumble’s existing user base, (ii) Rumble’s estimates of its ability to penetrate the U.S. online advertising market and Rumble’s estimated levels of advertising revenue per user, and (iii) Rumble’s estimates around the size of the market for U.S. advertising revenue per user in the U.S.” As previously requested: (1) clarify who prepared this information and advise whether this information is summarized on page 141 in the section entitled “Future Illustrative Valuation Analysis; and (2) to the extent this information has not been disclosed, include a summary of any material estimates and other information that were provided so that shareholders/investors can gain an understanding of the materials the CF VI Board considered in making its determination.

Response: The Company acknowledges the Staff’s comments
and the disclosure on pages 141-142 has been revised accordingly.

    7.

    We note your response to prior comment 15 and reissue the comment in part. Disclose whether there were any quantitative metrics or other factors used to select the comparable companies beyond the qualitative attributes you list. We note your response that CF&Co. based its valuation analyses on “assumptions concerning general business and economic conditions and industry-specific factors.” Provide a summary of these assumptions in your registration statement. Further, disclose if any companies meeting the selection criteria were excluded, as previously requested, or confirm that none were excluded.

Response: The Company acknowledges the Staff’s comments
and the disclosure on page 143 has been revised accordingly. In addition, the Company supplementally advises the Staff that CF&Co.
has advised that there were no specific quantitative benchmarks or ranges applied to select the comparable companies, and that no companies
identified by CF&Co. consistent with the categories disclosed on page 142 were excluded from the Comparable Company Analysis based
on undisclosed criteria or categorization. As disclosed in the Amendment, CF&Co. reiterated that none of the public companies used
in the Comparable Company Analysis described above are identical to Rumble. Additionally, as disclosed in the Amendment, selected comparable
companies involved companies at a more advanced stage of development than Rumble. Accordingly, an analysis of publicly traded comparable
companies is not mathematical; rather it involves complex considerations and judgments concerning the differences in financial and operating
characteristics of the companies and other factors that could affect the value of Rumble and the public trading values of the companies
to which they were compared. Accordingly, as disclosed in the Amendment, the analyses do not purport to be appraisals or to reflect the
prices at which any securities may trade at the present time or at any time in the future.

    8.

    Clarify whether CF&Co.’s engagement and compensation for preparation of the Future Illustrative Valuation Analysis, the Comparable Company Analysis and the Precedent Transaction Analysis is part of its M&A advisory role (for its engagement as exclusive financial advisor) or business combination marketing role (for its engagement to provide “certain investment banking and other services”).

Response: CF&Co. prepared the Future Illustrative Valuation
Analysis, the Comparable Company Analysis and the Precedent Transaction Analysis utilizing information provided by Rumble and publicly
available information pursuant to its role as the Company’s M&A advisor. Additional disclosure clarifying the foregoing has
been added to pages 32 and 136 of the Amendment.

Information about Rumble, page 194

    9.

    We note disclosure in your Form 425 filed June 17, 2022, about Rumble’s proposed changes to its content moderation policy that may be implemented in its terms of use later this year. Revise your proxy statement/prospectus to include any material updates about how these changes may impact Rumble’s operations.

Response: The Company acknowledges the Staff’s comment
and the disclosure on page 60 has been revised accordingly.

    3

Infrastructure, page 204

    10.

    We note your response to prior comment 36. To help investors understand Rumble’s business, clarify whether the “significant investments in IT equipment, servers, bandwith and data centers and data hosting/storage” represent current investments that Rumble is making or future business plans or both.

Response: The Company acknowledges the Staff’s comment
and the disclosure on page 204 has been revised accordingly.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations of Rumble

Comparisons for three months ended March 31, 2022 and 2021

Income Tax Expense, page 219

    11.

    We note your disclosure here and on page 221 of the loss before taxes excluding stock based compensation expense, which is a non-GAAP measure. Please revise to provide the disclosures required by Item 10(e)(1)(i) of Regulation S-K.

Response: The Company acknowledges the
Staff’s comments and has been advised by Rumble that the loss before excluding stock-based compensation expense will not be used
as a non-GAAP

United States securities and exchange commission logo
July 8, 2022
Howard W. Lutnick
Chief Executive Officer
CF Acquisition Corp. VI
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VI
Amendment No. 2 to Registration Statement on Form S-4
Filed June 17, 2022
File No. 333-262725
Dear Mr. Lutnick:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 3, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed June 17, 2022
Q: What interests do CF VI's current officers and directors have in the Business Combination?,
page 16
1.We note your disclosure on page 192 of approximately $234,000 outstanding under the
Working Capital Loans.  Clarify, if true, that the Working Capital Loans were made by
the Sponsor and are included in the aggregate loan amount of $1,983,691 disclosed
here or advise.
Forward Purchase Contract, page 31
2.We note your disclosure on page 129 that the "1,500,000 Forward Purchase Shares are
subject to a lock-up until 30 days after the completion of the Business Combination." We

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 July 8, 2022 Page 2
 FirstName LastNameHoward W. Lutnick
CF Acquisition Corp. VI
July 8, 2022
Page 2
also note that Section 5.2 of Exhibit 10.8 provides for a lock-up period of one year or
sooner if the last reported sale price of the Class A Common Stock equals or exceeds
$12.00 per share for any 20 trading days within any 30 trading day period commencing at
least 150 days after the merger, among other things. Please advise or revise this apparent
inconsistency accordingly.
Risk Factors
Rumble collects, stores, and processes large amounts of user video content and personal
information of its users and subscribers. . . , page 56
3.We note your disclosure that Rumble expects it may be difficult to extend or renew
cybersecurity insurance beyond its current term.  Revise to disclose if Rumble expects this
will have an adverse impact on its business, financial condition, or results of operations.
Rumble derives a substantial portion of its revenue from advertising and its relationships with a
small number of key. . . , page 63
4.We note your disclosure on page 226 that a "few customers" accounted for 56% of
Rumble's revenue for the three months ended March 31, 2022 and 91% of Rumble's
revenue for the three months ended March 31, 2021.  Update your risk factor disclosure
here to include any additional customers or networks on which Rumble is substantially
dependent.  Please disclose the material terms of any related agreement(s) and file a copy
as an Exhibit to your registration statement.  Refer to Item 601(b)(10) of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information
Note 2 - Transaction Accounting Adjustments
Adjustment (AA), page 105
5.We note your revised disclosures and response to prior comment 10; however, we are still
unable to reconcile the number of Rumble Shareholder shares in the tables on page 106
and 87 to the number of shares shown in the table on page 14.  Please provide us with a
quantitative analysis that reconciles the number of Rumble Shareholder shares on pages
14, 87 and 106.  Also, ensure that all reconciling differences are properly disclosed in the
footnotes to each of the tables.
Certain Forecasted Information for Rumble, page 141
6.We note your response to prior comments 13 and 14.  We further note your disclosure that
"In evaluating Rumble, CF VI received (i) information on Rumble’s existing user base,
(ii) Rumble’s estimates of its ability to penetrate the U.S. online advertising market and
Rumble’s estimated levels of advertising revenue per user, and (iii) Rumble’s estimates
around the size of the market for U.S. advertising revenue per user in the U.S."  As
previously requested: (1) clarify who prepared this information and advise whether this
information is summarized on page 141 in the section entitled “Future Illustrative
Valuation Analysis; and (2) to the extent this information has not been disclosed, include a

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 July 8, 2022 Page 3
 FirstName LastNameHoward W. Lutnick
CF Acquisition Corp. VI
July 8, 2022
Page 3
summary of any material estimates and other information that were provided so that
shareholders/investors can gain an understanding of the materials the CF VI Board
considered in making its determination.
7.We note your response to prior comment 15 and reissue the comment in part.  Disclose
whether there were any quantitative metrics or other factors used to select the comparable
companies beyond the qualitative attributes you list.  We note your response that CF&Co.
based its valuation analyses on "assumptions concerning general business and economic
conditions and industry-specific factors."  Provide a summary of these assumptions in
your registration statement.  Further, disclose if any companies meeting the selection
criteria were excluded, as previously requested, or confirm that none were excluded.
8.Clarify whether CF&Co.'s engagement and compensation for preparation of the Future
Illustrative Valuation Analysis, the Comparable Company Analysis and the Precedent
Transaction Analysis is part of its M&A advisory role (for its engagement as exclusive
financial advisor) or business combination marketing role (for its engagement to provide
"certain investment banking and other services").
Information About Rumble, page 194
9.We note disclosure in your Form 425 filed June 17, 2022, about Rumble's proposed
changes to its content moderation policy that may be implemented in its terms of use later
this year.  Revise your proxy statement/prospectus to include any material updates about
how these changes may impact Rumble's operations.
Infrastructure, page 204
10.We note your response to prior comment 36.  To help investors understand Rumble's
business, clarify whether the "significant investments in IT equipment, servers, bandwith
and data centers and data hosting/storage" represent current investments that Rumble is
making or future business plans or both.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Rumble
Comparisons for three months ended March 31, 2022 and 2021
Income Tax Expense, page 219
11.We note your disclosure here and on page 221 of the loss before taxes excluding stock-
based compensation expense, which is a non-GAAP measure.  Please revise to provide the
disclosures required by Item 10(e)(1)(i) of Regulation S-K.
Consolidated Statements of Comprehensive Loss, page F-50
12.We note your revised disclosure and response to prior comment 23; however, your
presentation in the December 31 financial statements does not comply with SAB Topic
11:B.  In this regard, since you do not allocate depreciation and amortization to cost of

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 July 8, 2022 Page 4
 FirstName LastNameHoward W. Lutnick
CF Acquisition Corp. VI
July 8, 2022
Page 4
revenue, you should remove the subtotal which appears to represent gross profit from your
statements of comprehensive loss.  Also, any references to gross profit and gross profit
percentage for the December 31 annual periods throughout the filing, including on pages
48 and 53, pages 99 through 101, and page 219, should be removed.  Alternatively, you
may revise the presentation of cost of revenue to include the applicable depreciation and
amortization.
Rumble Inc. Consolidated Financial Statements, page F-50
13.We note the disclosure at the bottom of pages F-50 through F-53 which states that "The
accompanying notes are an integral part of these condensed consolidated interim financial
statements."  As these financial statements are for the year ended December 31 and are not
interim financial statements, please revise accordingly.
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-55
14.We note from your response to prior comment 28 that the only type of license revenue
that is not fixed-fee is that related to monetization of content, which is based on user
views.  If true, please revise your disclosure on page F-57 to clarify how you monetize
this content (e.g., based on user views).  Also, please explain why you determined the
consideration received under these agreements to be non-cash consideration, and tell us
the type of consideration you receive.  As part of your response, quantify the revenue
recognized from these arrangements in each of the periods presented.
9. Income Taxes, page F-65
15.We note the revisions made in response to prior comment 32.  Please describe for us, in
detail, what is included in the line item "Difference in current and deferred income tax
rates."
19. Subsequent Events, page F-74
16.We note your response to prior comment 34; however, it does not appear you have
disclosed the actual date through which you evaluated your subsequent events.  Please
revise accordingly.  Refer to ASC 855-10-50-1(a).  Similar concerns apply to the financial
statements for the quarter ended March 31, 2022.
Rumble Inc. Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
12. Commitments and Contingencies, page F-91
17.We note your disclosure regarding the lawsuit filed against you and one of your
shareholders.  Revise to clarify whether you believe there is at least a reasonable
possibility that a loss may have been incurred and, if so, disclose an estimate of such loss
or range of loss or state that such estimate of possible losses cannot be made.  Refer to
ASC 450-20-50-3.

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 July 8, 2022 Page 5
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VI
July 8, 2022
Page 5
General
18.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
19.We note that your forum selection provision in Section VIII of your Second Amended and
Restated Certificate of Incorporation identifies a state court located within the State of
Delaware (or, if no state court located within the State of Delaware has jurisdiction, the
federal district court for the District of Delaware) as the exclusive forum for certain
litigation, including any “derivative action.”  Please add a risk factor related to this
provision and disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act.  Please also state that there is uncertainty as to whether a
court would enforce such provision.  If the provision applies to Securities Act claims,
please also state that investors cannot waive compliance with the federal securities laws
and the rules and regulations thereunder.  In that regard, we note that Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.
            You may contact Brittany Ebbertt, Senior Staff Accountant, at (202) 551-3572 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Javad Husain

CORRESP
1
filename1.htm

  Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, New York 10004-1482

Telephone: +1 (212) 837-6000

Fax: +1 (212) 422-4726

hugheshubbard.com

VIA EDGAR

June 17, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

Attention: Brittany Ebbertt and Patrick Faller

Re: CF Acquisition Corp. VI

Registration Statement on Form S-4

Initially Filed February 14, 2022

File No. 333-262725

Dear Ms. Ebbertt and Mr. Faller:

On behalf of CF Acquisition Corp. VI (the “Company”),
in this letter, we are responding to the comment letter received from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”), on June 3, 2022, regarding the Company’s Amendment No. 1 to Registration
Statement on Form S-4, File No. 333-262725, filed with the Commission on May 13, 2022 (the “Prior Registration Statement”).

For the Staff’s convenience, we have repeated below
the Staff’s comment in bold, and have followed the Staff’s comment with the Company’s response. Disclosure changes made
in response to the Staff’s comments have been made in Amendment No. 2 to the Registration Statement on Form S-4 (the “Amendment”),
which is being filed with the Commission contemporaneously with the submission of this letter.

Q: What are the material terms of the Forfeiture Escrow
Shares and Tandem Option Earnout Shares?, page 12

    1.
    We note your response to prior comment 4 and disclosure that the Tandem Option Earnout Shares will be “treated substantially the same as the Forfeiture Escrow Shares.” Clarify this statement by describing whether the Tandem Option Earnout Shares are also subject to an escrow period. Disclose any differences in the triggering events or clearly state, if true, that the Earnout Terms for the Tandem Option Earnout Shares are the same as the Earnout Terms for the Forfeiture Escrow Shares.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 12, 13 and 117 has been revised accordingly.

Transaction Agreements

Business Combination Agreement, page 27

    2.
    Revise to include a definition of “Transferee” and “Qualified Class D Transferee” in your summary of the proxy statement/prospectus.

Response: The Company acknowledges the Staff’s comment
and the disclosure on, among others, pages 4 and 5 has been revised accordingly.

Related Agreements, page 30

    3.
    We note references throughout the filing to the Key Individual Subscription Agreement. Please revise here to describe this agreement and its key terms including the fact that it appears to be related to the Share Repurchase Agreement.

Response: The Company acknowledges the Staff’s comment
and the disclosure on page 31 has been revised accordingly.

Forward Purchase Contract, page 31

    4.
    Please disclose the terms of the share lock-up provided for in the Forward Purchase Contract.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 31, 36, 129 and 130 has been revised accordingly.

Risk Factors

Rumble is subject to cybersecurity risks and interruptions
or failures in Rumble’s information technology systems and as it grows..., page 57

    5.
    To the extent material, disclose any new or heightened risk of potential cyberattacks by state actors or others since Russia’s invasion of Ukraine, and whether you have taken any actions to mitigate such potential risks.

Response: The Company acknowledges the Staff’s comment
and the disclosure on page 58 has been revised accordingly. Rumble has advised the Company that its IT team continues to closely monitor
and take action to mitigate all potential cyber threats.

The CEO of the Combined Entity will have control over key decision
making as a result of his control of a majority of the voting power…, page 80

    6.
    We note your response to prior comment 20. Address in your risk factor that Mr. Pavlovski is permitted to transfer his Class D Common Stock only to a Qualified Class D Transferee and explain the consequences of this limitation.

Response: The Company acknowledges the Staff’s comment
and the disclosure on page 81 has been revised accordingly.

Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined Statement of Operations,
page 95

    7.
    We note the revisions made in response to prior comment 22; however, the subtotal that reflects the pro forma financial information adjusted for the Locals Technology acquisition should not include the historical results for CF Acquisition Corp. VI. Please revise accordingly.

Response: The Company acknowledges the Staff’s comment.
The pro forma statement of operations for the year ended December 31, 2021 has been revised to remove the historical results for CF Acquisition
Corp. VI in the subtotal column that reflects the pro forma financial information adjusted for the Locals Technology acquisition.

    - 2 -

Note 2 - Transaction Accounting Adjustments

Adjustment (D), page 99

    8.
    Your disclosures on page 130 appear to indicate that the repurchase of the Class C shares via the Share Repurchase Agreement was negotiated to provide liquidity to Mr. Pavlovski in order to enable the purchase of the Class D shares under the Key Individual Subscription Agreement. You also disclose that the purchase price of the Class D shares was in recognition of the relatively small cash compensation historically paid to Mr. Pavlovski as CEO of Rumble. Please provide us with your accounting analysis that supports your accounting treatment of these transactions within your pro forma financial statements. Specifically, tell us how you considered whether these transactions should be reflected as stock-based compensation expense under ASC 718 and/or a capital contribution from Mr. Pavlovski, and refer to the specific guidance relied upon in your analysis. Additionally, explain the reason for the significance difference in the price per share for the Class D common stock to be issued and the Class C common stock to be repurchased.

Response: The Company advises the Staff that the disclosure
on page 130 of the Prior Registration Statement provides that the repurchase arrangement, which involves the repurchase of ExchangeCo
Exchangeable Shares from Mr. Pavlovski (and the redemption of a corresponding number of “stapled” non-economic Class C voting
shares) – rather than the purchase price of the Class D shares – was in recognition of the relatively small cash compensation
historically paid to Mr. Pavlovski. The disclosure on page 135 has been revised to further clarify this language. In addition, the disclosure
on page 31 has been revised to indicate that Mr. Pavlovski intends to use $1,000,000 of the total $11,000,000 repurchase proceeds to purchase
the Class D shares under the Key Individual Subscription Agreement.

To be clear, the $11,000,000 repurchase from Mr. Pavloski
is being done in his capacity as a stockholder. The $10.00 per share repurchase price for the ExchangeCo Exchangeable Shares is equal
to the $10.00 per share price in the PIPE Investment (with “stapled” non-economic Class C voting shares being repurchased
at nominal par value). Separate and apart from the repurchase agreement, the $1,000,000 total purchase price for the “high vote”
Class D shares being purchased under the Key Individual Subscription Agreement was determined on an arm’s length basis with input
from a third party valuation firm. Because the Class D shares have no economic rights, their value solely results from their voting rights;
however, since Mr. Pavlovski cannot transfer the Class D shares to third parties other than Permitted Transferees under his control, the
value of the Class D shares is limited. The parties agreed on a $1,000,000 total value for all of the “high vote” Class D
shares.

In light of the above facts, these transactions should be
not reflected as stock-based compensation expense under ASC 718 and/or a capital contribution from Mr. Pavlovski.

Adjustment (Z), page 101

    9.
    We note your revised disclosures and response to prior comment 23, as well as the disclosure on page 124, which indicates that 4,172,969 Sponsor shares are subject to forfeiture and cancellation. Please explain why all of the Sponsor shares subject to forfeiture and cancellation are not excluded from your pro forma net loss per share calculation. Please also ensure your disclosures in pro forma footnote (Z) clearly explain which Sponsor shares are or are not included in this calculation.

Response: The Company acknowledges the Staff’s comment.
The 4,172,969 total Sponsor shares subject to forfeiture comprise of the sum of 1,963,750 shares of Class A Common Stock, plus up to 2,209,219
additional shares of Class A Common Stock (such additional number of shares calculated upon Closing pro rata, based on a fraction, the
numerator of which will be the CF VI Available Cash and the denominator of which will be $400,000,000). As such, with respect to the 2,209,219
shares, none will be subject to forfeiture in the “No Redemption” scenario, 759,419 will be subject to forfeiture in the “Intermediate
Redemption” scenario and 1,518,838 will be subject to forfeiture in the “Maximum Redemption” scenario based on the Available
Cash at Closing in each of the redemption scenarios.

The Sponsor shares that are subject to forfeiture in each
of the redemption scenarios are excluded in the pro forma net loss per share calculation, and as such, a footnote in Adjustment (AA) has
been added to clearly state the number of Sponsor shares that are excluded from the calculation.

    - 3 -

    10.
    We note your revised disclosures and response to prior comment 24. Revise to disclose that the Forfeiture Escrow shares are excluded from the pro forma EPS calculation and disclose why they are excluded. Additionally, disclose the number of Forfeiture Escrow Shares included (or excluded) in each of the tables on pages 14, 86 and 101 so that a reader can better understand the difference in total Rumble shares presented in each of these tables.

Response: The Company acknowledges the Staff’s comment.
A footnote has been added in the pro forma EPS calculation on page 106 to disclose the number of Forfeiture Escrow Shares, which are deemed
to be contingently issuable shares under ASC 260, and as such, are excluded in the calculation.

Additionally, the number of Forfeiture Escrow Shares on pages
14 and 88 have been revised accordingly.

Sponsor Support Agreement

    11.
    We note your response to prior comment 11. Clarify, if true, that the additional Sponsor shares subject to potential forfeiture will be determined by a calculation equal to one minus the fraction you disclose multiplied by 2,209,219.

Response: The Company acknowledges the Staff’s comment
and confirms that the number of additional Sponsor shares subject to potential forfeiture will equal 2,209,219 x (1 minus the quotient
of the CF VI Available Cash (as defined in the Amendment) divided by $400,000,000). The disclosure on page 129 has been clarified accordingly.

Background of the Business Combination, page 126

    12.
    We note your response to prior comment 32. Please disclose the “certain” terms that were renegotiated between Rumble and Cosmic, to the extent material. Additionally, in your discussion of the Cosmic Agreements on page 227, identify the term and termination provisions for the A&R Cosmic Agreements. Further, clarify, if true, that the entity you refer to as Cosmic Development on page 2 is Kosmik Development Skopje doo, as disclosed in Exhibit 10.10.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 136 and 238 has been revised accordingly.

Certain Forecasted Information for Rumble, page 136

    13.
    We note your revised disclosure on page 136 stating that “CF&Co. and the CF VI Board reviewed the Future Illustrative Valuation Analysis, the Comparable Company Analysis and the Precedent Transaction Analysis.” Clearly identify the party or parties that prepared each of these three analyses. Tell us if a report, opinion or appraisal materially relating to the transaction was received from an outside party and, if so, revise to summarize the analyses and provide disclosure consistent with Item 4(b) of Form S-4 and Item 1015 of Regulation M-A.

Response: The Company acknowledges the Staff’s comment
and the disclosure on page 136 has been revised to clarify that CF&Co. prepared each of the Future Illustrative Valuation Analysis
utilizing information provided by Rumble regarding Rumble’s potential monetization of advertising revenues and subscriber base,
the Comparable Company Analysis utilizing publicly available information and the Precedent Transaction Analysis utilizing publicly available
information. In connection with such analyses, additional disclosure consistent with Item 4(b) of Form S-4 and Item 1015 of Regulation
M-A has been added to page 144.

As described on, among others, pages 18 and 36, the Company
did not obtain a fairness opinion from any outside party relating to the transaction. In addition, no similar form of report or appraisal
was obtained, and disclosure specifying such has been added accordingly.

    14.
    We note your disclosure that “CF VI received” certain information on Rumble’s existing user base, advertising market penetration, and estimated levels of advertising revenue per user, among other things, which in the initial registration statement was referred to as the “Future Illustrative Valuation Analysis.” Clarify who prepared this information and advise whether this information is summarized on page 136 in the section entitled “Future Illustrative Valuation Analysis.” To the extent this information has not been disclosed, include a summary of any material estimates and other information that were provided so that shareholders/investors can gain an understanding of the materials the CF VI Board considered in making its determination.

Response: The Company acknowledges the Staff comment and
notes that, as disclosed in Response #13 above and as clarified in the Amendment, CF&Co. prepared the Future Illustrative Valuation
Analysis. The information on which the Future Illustrative Valuation Analysis was based was received from Rumble and publicly available
information. The disclosure on page 141 has been updated accordingly.

    - 4 -

    15.
    We note your response to prior comment 35. Identify the party responsible for selecting the companies for the Comparable Company Analysis. Disclose if there were any criteria used to exclude companies from the analysis and if any companies meeting the selection criteria were excluded. Further, disclose if there were any quantitative metrics or other factors used to select the comparable companies beyond the qualitative attributes you list. Please also tell us your basis for determining the Diversified Technology Comparable Group companies met your stated selection criteria of online platforms for content distribution and monetization that are similar to Rumble.

Response: The Company acknowledges the Staff’s comment
and notes that, as disclosed in Response #13 above and as clarified in the Amendment, CF&Co. prepared the Comparable Company Analysis.
In addition, CF&Co. selected the companies used in the Comparable Company Analysis based on criteria that it deemed relevant to an
analysis of Rumble. The disclosure on page 142 of the Amendment has been updated accordingly. CF&Co. based its valuation analyses
on assumptions that it deemed reasonable, including assumptions concerning general business and economic conditions and industry-specific
factors. The Diversified Technology Company Group companies, while operating numerous other businesses, were included, among other reasons,
because they operate businesses that provide video streaming platforms to con

United States securities and exchange commission logo
June 3, 2022
Howard W. Lutnick
Chief Executive Officer
CF Acquisition Corp. VI
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VI
Amendment No. 1 to Registration Statement on Form S-4
Filed on May 13, 2022
File No. 333-262725
Dear Mr. Lutnick:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 18, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed May 13, 2022
Q: What are the material terms of the Forfeiture Escrow Shares and Tandem Option Earnout
Shares?, page 12
1.We note your response to prior comment 4 and disclosure that the Tandem Option
Earnout Shares will be "treated substantially the same as the Forfeiture Escrow Shares."
Clarify this statement by describing whether the Tandem Option Earnout Shares are also
subject to an escrow period.  Disclose any differences in the triggering events or clearly
state, if true, that the Earnout Terms for the Tandem Option Earnout Shares are the same
as the Earnout Terms for the Forfeiture Escrow Shares.

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 June 3, 2022 Page 2
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VI
June 3, 2022
Page 2
Transaction Agreements
Business Combination Agreement, page 27
2.Revise to include a definition of "Transferee" and "Qualified Class D Transferee" in your
summary of the proxy statement/prospectus.
Related Agreements, page 30
3.We note references throughout the filing to the Key Individual Subscription Agreement.
Please revise here to describe this agreement and its key terms including the fact that it
appears to be related to the Share Repurchase Agreement.
Forward Purchase Contract, page 31
4.Please disclose the terms of the share lock-up provided for in the Forward Purchase
Contract.
Risk Factors
Rumble is subject to cybersecurity risks and interruptions or failures in Rumble's information
technology systems and as it grows..., page 57
5.To the extent material, disclose any new or heightened risk of potential cyberattacks by
state actors or others since Russia’s invasion of Ukraine, and whether you have taken any
actions to mitigate such potential risks.
The CEO of the Combined Entity will have control over key decision making as a result of his
control of a majority of the voting power..., page 80
6.We note your response to prior comment 20.  Address in your risk factor that Mr.
Pavlovski is permitted to transfer his Class D Common Stock only to a Qualified Class D
Transferee and explain the consequences of this limitation.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations, page 95
7.We note the revisions made in response to prior comment 22; however, the subtotal that
reflects the pro forma financial information adjusted for the Locals
Technology acquisition should not include the historical results for CF Acquisition Corp.
VI.  Please revise accordingly.
Note 2 - Transaction Accounting Adjustments
Adjustment (D), page 99
8.Your disclosures on page 130 appear to indicate that the repurchase of the Class C shares
via the Share Repurchase Agreement was negotiated to provide liquidity to Mr.
Pavlovski in order to enable the purchase of the Class D shares under the Key Individual

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 June 3, 2022 Page 3
 FirstName LastNameHoward W. Lutnick
CF Acquisition Corp. VI
June 3, 2022
Page 3
Subscription Agreement.  You also disclose that the purchase price of the Class D shares
was in recognition of the relatively small cash compensation historically paid to
Mr. Pavlovski as CEO of Rumble.  Please provide us with your accounting analysis that
supports your accounting treatment of these transactions within your pro forma financial
statements.  Specifically, tell us how you considered whether these transactions should be
reflected as stock-based compensation expense under ASC 718 and/or a capital
contribution from Mr. Pavlovski, and refer to the specific guidance relied upon in your
analysis.  Additionally, explain the reason for the significance difference in the price per
share for the Class D common stock to be issued and the Class C common stock to be
repurchased.
Adjustment (Z), page 101
9.We note your revised disclosures and response to prior comment 23, as well as the
disclosure on page 124, which indicates that 4,172,969 Sponsor shares are subject to
forfeiture and cancellation.  Please explain why all of the Sponsor shares subject to
forfeiture and cancellation are not excluded from your pro forma net loss per share
calculation.  Please also ensure your disclosures in pro forma footnote (Z) clearly explain
which Sponsor shares are or are not included in this calculation.
10.We note your revised disclosures and response to prior comment 24.  Revise to disclose
that the Forfeiture Escrow shares are excluded from the pro forma EPS calculation and
disclose why they are excluded.  Additionally, disclose the number of Forfeiture Escrow
Shares included (or excluded) in each of the tables on pages 14, 86 and 101 so that a
reader can better understand the difference in total Rumble shares presented in each of
these tables.
Sponsor Support Agreement, page 124
11.We note your response to prior comment 11.  Clarify, if true, that the additional Sponsor
shares subject to potential forfeiture will be determined by a calculation equal to one
minus the fraction you disclose multiplied by 2,209,219.
Background of the Business Combination, page 126
12.We note your response to prior comment 32.  Please disclose the "certain" terms that were
renegotiated between Rumble and Cosmic, to the extent material.  Additionally, in your
discussion of the Cosmic Agreements on page 227, identify the term and termination
provisions for the A&R Cosmic Agreements.  Further, clarify, if true, that the entity you
refer to as Cosmic Development on page 2 is Kosmik Development Skopje doo, as
disclosed in Exhibit 10.10.
Certain Forecasted Information for Rumble, page 136
13.We note your revised disclosure on page 136 stating that "CF&Co. and the CF VI
Board reviewed the Future Illustrative Valuation Analysis, the Comparable Company

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 June 3, 2022 Page 4
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VI
June 3, 2022
Page 4
Analysis and the Precedent Transaction Analysis."  Clearly identify the party or parties
that prepared each of these three analyses.  Tell us if a report, opinion or appraisal
materially relating to the transaction was received from an outside party and, if so, revise
to summarize the analyses and provide disclosure consistent with Item 4(b) of Form S-4
and Item 1015 of Regulation M-A.
14.We note your disclosure that "CF VI received" certain information on Rumble's existing
user base, advertising market penetration, and estimated levels of advertising revenue per
user, among other things, which in the initial registration statement was referred to as the
"Future Illustrative Valuation Analysis."  Clarify who prepared this information and
advise whether this information is summarized on page 136 in the section entitled "Future
Illustrative Valuation Analysis."  To the extent this information has not been disclosed,
include a summary of any material estimates and other information that were provided so
that shareholders/investors can gain an understanding of the materials the CF VI Board
considered in making its determination.

15.We note your response to prior comment 35.  Identify the party responsible for
selecting the companies for the Comparable Company Analysis.  Disclose if there were
any criteria used to exclude companies from the analysis and if any companies meeting
the selection criteria were excluded.  Further, disclose if there were any quantitative
metrics or other factors used to select the comparable companies beyond the qualitative
attributes you list.  Please also tell us your basis for determining the Diversified
Technology Comparable Group companies met your stated selection criteria of online
platforms for content distribution and monetization that are similar to Rumble.
16.We note your disclosure that the Future Illustrative Valuation Analysis "was less detailed
than the previously provided financial projections."  Clarify who provided these financial
projections and when they were provided.  In that regard, disclose if these projections
were separate from the projections prepared by Rumble in May 2021.  In either case, tell
us if these projections are material and if they were relied upon by the Board or the party
that prepared the analysis.  To the extent any projections were exchanged between the
parties that were material, please make the appropriate disclosures of this information or
advise.
CF VI Board's Reasons for the Approval of the Business Combination, page 140
17.We note your response to prior comment 33.  Clarify the date on which CF VI
management determined that the independent directors of CF VI should separately review
and consider the potential conflicts of interest you describe, and the date on which the
independent directors on the CF VI Audit Committee unanimously approved the Business
Combination Agreement and the related transactions.

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 June 3, 2022 Page 5
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VI
June 3, 2022
Page 5
Potential Purchases or Arrangements With Respect to CF VI Public Shares, page 143
18.We note your response to prior comment 36.  Please revise to state that any securities
purchased by the sponsor or its affiliates outside of the redemption offer will not be voted
in favor of approving the business combination.  Refer to Tender Offer Compliance and
Disclosure Interpretation Question 166.01 for guidance.

Information about Rumble
Our Growth Strategy, page 197
19.We note your response to prior comment 41, including your statement that mobile users
represent an “exceedingly small” portion of total MAUs and that you believe any overlap
between mobile and web users to be immaterial.  This appears to contradict your
disclosure here that mobile users are a key component of your user base and engagement.
Please tell us how many mobile users, web users and total MAUs you have in each period
that supports the assertions in your response that there is minor overlap and mobile users
are insignificant to total MAUs.  Additionally, tell us how you are able to support this
information and disclosure given that you do not track unique users.
Enterprise, page 198
20.We note your response to prior comment 42 discussing your business-to-business
subscription-based marketing model.  Given your intention to expand this business, as
noted on page 198, supplement your disclosure with additional details about this
subscription business and what it is designed to offer enterprise customers.
Rumble's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Business Metrics, page 209
21.We note your revised disclosures and response to prior comment 44.  While we note you
disclose these metrics by quarter in the charts on pages 194 and 195, please revise to
quantify these metrics for each period presented in your MD&A.  See SEC Release No.
33-10751.  In addition, include a discussion of any significant fluctuations in the measures
from period to period.
22.We note your response to prior comment 44 and reissue our comment in part.  Please
advise if cost-per-click and/or cost-per-view are key metrics that management uses to
manage the business and your consideration of disclosing these measures for each of the
periods presented.  In that regard, we also note your disclosure on page 208 that
says "[a]dvertising customers pay on a cost-per-click or cost-per-view basis."

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 June 3, 2022 Page 6
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VI
June 3, 2022
Page 6
Consolidated Financial Statements - Rumble Inc.
Consolidated Statements of Comprehensive Loss, page F-28
23.We note your response to prior comment 49 only refers to the amortization of ROU
assets.  However, in the year ended December 31, 2021 you also have amortization
of intangible assets and depreciation of capital assets.  Please quantify for us, by asset
category, the amount of depreciation and amortization expense for the year ended
December 2021 that should be allocated to cost of revenue.  If these amounts are material,
please revise to ensure your presentation both here and throughout the filing complies
with SAB Topic 11.B.
Consolidated Balance Sheets, page F-29
24.It does not appear your balance sheet balances.  Specifically, total liabilities plus
temporary equity and permanent equity when added together do not appear to agree to
total assets.  Please revise or advise.
Consolidated Statements of Shareholders' Equity (Deficit), page F-30
25.Please revise to present the number of Class A and Class B shares associated with each
line item shown in your statement of equity.  Additionally, ensure each transaction
discussed in Footnote 13 is appropriately reflected here.  Refer to ASC 505-10-50-2.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-33
26.We note your revised disclosures and response to prior comment 51.  As the sales-based
and usage-based royalty exception applies to the license of intellectual
property, advertising revenue would not qualify for that exception.  It would appear that
revenue from your advertising arrangements may be recognized as usage occurs per ASC
606-10-32-40.  Please advise or revise.
27.We note that you are the principal in your advertising arrangements; however, on page F-
34 you state that revenue is recorded at the "net sales price" for advertising contracts.
Please clarify what you mean by net sales price.  In this regard, in your response to prior
comment 52 you indicate that video advertising revenues are shared with content creators
at a rate of 60% of net earnings.  Please tell us whether this revenue is recorded at 100%,
60% or 40% and tell us where the content creators share is recorded.   In this regard, we
note that the advertiser appears to be your customer and the content creator a supplier (i.e.
a cost of revenue).

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 June 3, 2022 Page 7
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VI
June 3, 2022
Page 7
28.We note your revised disclosure and response to prior comment 53 related to the licensing
of Rumble content and the Rumble Player.  Please address the following:

•Tell us who your customer is and clarify whether you enter into a licensing
agreement with said customer.
•Your disclosure indicates that you recognize these revenues over time, but you also
disclose that you recognize these revenues under the usage-based royalty exception.
 Please advise or revise to clearly indicate which revenue streams are recognized
under these methods.  Ensure you address your accounting treatme

CORRESP
1
filename1.htm

    Hughes Hubbard & Reed LLP

    One Battery Park Plaza

    New York, New York 10004-1482

    Telephone: +1 (212) 837-6000

    Fax: +1 (212) 422-4726

    hugheshubbard.com

VIA EDGAR

May 12, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

Attention: Brittany Ebbertt and Patrick Faller

Re: CF Acquisition Corp. VI

Registration Statement on Form S-4

Filed February 14, 2022

File No. 333-262725

Dear Ms. Ebbertt and Mr. Faller:

On behalf of CF Acquisition Corp. VI (the “Company”),
in this letter, we are responding to the comment letter received from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”), on March 18, 2022, regarding the Company’s Registration Statement
on Form S-4, File No. 333-262725, filed with the Commission on February 14, 2022 (the “Original Registration Statement”).

For the Staff’s convenience, we have repeated below
the Staff’s comment in bold, and have followed the Staff’s comment with the Company’s response. Disclosure changes made
in response to the Staff’s comments have been made in Amendment No. 1 to the Registration Statement on Form S-4 (the “Amendment”),
which is being filed with the Commission contemporaneously with the submission of this letter.

Cover Page

    1.
    Please tell us why you have included the Business Combination Agreement share approvals, the Forward Purchase Investment share approval, and the PIPE Investment share approval in the same proposal being presented to CF Acquisition Corp. VI (CF VI) stockholders. Please refer to Rule 14a-4(a)(3) of Regulation 14A, as well as Question 201.01 of the Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure Interpretations.

Response: The Company acknowledges the Staff’s comment
and the disclosure on the cover page and pages 11, 27 and 152-153 has been revised accordingly. As disclosed in the Amendment, each of
the Business Combination share issuances and PIPE Investment share issuances would require stockholder approval in order to comply with
the Nasdaq listing rules. In response to the Staff’s comment, the Company has removed the proposal to approve the Forward Purchase
Investment, for which Nasdaq rules would not require stockholder approval.

    2.
    Disclose on your cover page that after the business combination you will be a “controlled company” under the Nasdaq rules.

Response: The Company acknowledges the
Staff’s comment and the disclosure on the cover page has been revised accordingly.

Frequently Used Terms, page 1

    3.
    Disclose how the Option Exchange Ratio will be calculated and add “Cantor” as a defined term.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 1-4 and 12 has been revised accordingly.

Questions and Answers About the Proposals

Q: Why am I receiving this proxy statement/prospectus?,
page 10

    4.
    Please expand your disclosure here, or include separate questions, that outline the conversion/ exchange of all securities pursuant to the Business Combination Agreement. For example, revise to include the issuance of Class D Common Stock and to summarize the exchange/conversion of the CF VI securities at the effective time. Clearly state how many votes per share each class of common stock is entitled. In addition, please revise your Questions and Answers to clearly describe all key terms of the earnout arrangements, including disclosure about the Tandem Option Earnout Shares and the forfeiture or earnout of the Forfeiture Escrow Shares, and the triggering events in each case.

Response: The Company acknowledges the Staff’s comment
and additional disclosure on pages 10 and 11-12 has been added accordingly.

Q: What equity stake will holders of CF VI Public Shares,
holders of Rumble Shares, the Sponsor..., page 11

    5.
    Please clarify whether your tabular presentation accounts for the full exercise of the Tandem Option Earnout Shares, and, if not, revise to take into account this additional assumption. Please also disclose whether this presentation includes the one-time grant of 1,100,000 restricted shares of Class A Common Stock that will be issued to Mr. Pavlovski upon the closing of the Business Combination.

Response: In response to the Staff’s comment, the disclosure
on page 13 has been revised to clarify that the referenced tabular presentation accounts for the full exercise of the Tandem Option Earnout
Shares and also includes the one-time grant of 1.1 million restricted shares of Class A Common Stock that will be issued to Mr. Pavlovski
upon the closing of the Business Combination.

Q: What interests do CF VI’s current officers and
directors have in the Business Combination?, page 16

    6.
    You disclose the Sponsor has made outstanding loans to CF VI in the aggregate amount of $949,154 as of January 31, 2022, but disclose the outstanding loans as $954,154 on page 38 and elsewhere. Please reconcile and revise as appropriate.

Response: The Company acknowledges the Staff’s comment
and confirms that as of January 31, 2022, the Sponsor had made outstanding loans to CF VI in the aggregate amount of $954,154. The Company
further notes that the relevant disclosure has been updated on, among others, pages 16-17, 40-41, 104-105 and 140-141 to reflect the Sponsor
loan outstanding as of March 31, 2022 (which includes $658,564 of out-of-pocket expenses paid by the Sponsor on behalf of the Company
as of January 31, 2022, which amount was subsequently reimbursed by the Company through additional proceeds borrowed under the Sponsor
Loan).

The Proposals to be Voted on by CF VI Stockholders, page
24

    7.

    Revise to provide a description of the mechanics of the issuance of the Class D common stock, how the share class will be structured so as to result in Mr. Pavlovski having 85% of the voting power of the Combined Entity, and any transfer restrictions or conversion features.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 27-28 have been revised accordingly.

Related Agreements, page 27

    8.

    Please include a copy of Exhibit G to your Business Combination Agreement, the Share Repurchase Agreement, when you amend your registration statement. Please also file a copy of the Forward Purchase Contract.

Response: The Company acknowledges the Staff’s comment
and has filed the Form of Share Repurchase Agreement and Forward Purchase Contract as Exhibits 10.6 and 10.7 to the Amendment, respectively.

Lock-Up Agreements, page 28

    9.

    Please revise to specify the exceptions to your Lock-Up Agreements.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 31 and 125 has been revised accordingly.

    - 2 -

Share Repurchase Agreement, page 28

    10.

    Disclose the business or strategic rationale for the Share Repurchase Agreement.

Response: The Company acknowledges the Staff’s comment
and the disclosure on page 130 has been revised accordingly.

Sponsor Support Agreement, page 28

    11

    Expand your disclosure to describe all material terms of the Sponsor Support Agreement, including, for example, to specify the earnout targets and the threshold amount for the funding of threshold shares that are subject to forfeiture.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 124-125 has been revised accordingly.

Rumble’s Relationship with Cosmic, page 32

    12.

    You disclose Rumble, Inc.’s (Rumble) “significant reliance” on Cosmic to provide content moderation services. Please summarize the material terms of the Existing Business Cooperation Agreements and file a copy of any material contracts Rumble has entered with Cosmic or any other parties–or upon which Rumble’s business is substantially dependent. File a copy of any such agreement as an exhibit to your registration statement. Refer to Section 601(b)(10) of Regulation S-K.

Response: The Company acknowledges the Staff’s comment
and the disclosure on page 227 has been revised accordingly to include details of the A&R Cosmic Agreements (as defined on pg. 131
of the Amendment). In addition, the Company has filed copies of such agreements as Exhibits 10.9 and 10.10 to the Amendment.

Sources and Uses of Funds for the Business Combination,
page 40

    13.

    We note your presentation of the sources and uses of funds for the business combination assumes that no CF VI Stockholders exercise their redemption rights. Please provide disclosure showing your intermediate and maximum redemption scenarios.

Response: The Company acknowledges the Staff’s comment
and the disclosure on page 44 has been revised accordingly.

Risk Factors, page 51

    14.

    Please revise to include a risk factor addressing the material weakness identified regarding the interpretation and accounting for complex financial instruments issued by CF VI, as disclosed in your Form 10-Q/A for the quarterly period ended September 30, 2021. In your disclosure, please clarify what steps you have taken to date, and what remains to be completed in your remediation plan. Also, disclose how long you estimate it will take to complete your plan and any associated material costs that you have incurred or expect to incur.

Response: The Company acknowledges the Staff’s comment
and the disclosure on page 78 has been revised accordingly.

    15.

    We note that both CF VI and Rumble qualify as emerging growth companies. Please revise to include a risk factor to describe how and when a company may lose emerging growth company status, the reduced disclosure requirements applicable to emerging growth companies, the company’s election to apply the extended transition period for adopting new or revised accounting standards and disclose whether the continuing entity after the business combination will qualify as an emerging growth company. Also, revise here and on pages 180 and 211 to state that as a result of the extended transition period election, your financial statements may not be comparable to companies that comply with public company effective dates.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 79-80, 187-188 and 216 has been revised accordingly.

    16.

    Disclose any material risks arising from the earnout arrangements agreed to as part of your business combination.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 68 and 81 has been revised accordingly.

    - 3 -

Rumble derives a substantial portion of its revenue from
advertising and its relationships with a small number of key advertising..., page 59

    17.

    We note your disclosure that 86% of Rumble’s total revenue was derived from a single advertising network for the nine months ended September 30, 2021. It appears that Rumble has a single service agreement with this customer, according to page 218. Please disclose the material terms of this agreement and file a copy as an Exhibit to your registration statement. Refer to Item 601(b)(10) of Regulation S-K.

Response: The Company acknowledges the Staff’s comment
and the disclosure on page 62 has been revised to include details of Rumble’s relationship with Google AdSense. In addition, the
Company has filed a copy of Google AdSense Online Terms and Conditions, which are standard terms and conditions that govern Rumble’s
relationship with Google AdSense, as Exhibit 10.8 to the Amendment.

The public stockholders of CF VI will experience dilution
as a consequence of, among other transactions, the issuance of..., page 64

    18.

    We note that the percentage ownership for the PIPE Investors here does not agree with the chart on page 12. Please revise or advise.

Response: The Company acknowledges the Staff’s comment
and the disclosure on page 68 has been revised accordingly. We also note that the number of PIPE shares disclosed as being purchased by
the Sponsor Related Parties (as defined on page 6 of the Amendment) inadvertently omitted a number of shares (which were accordingly categorized
as being purchased by PIPE subscribers other than the Sponsor Related Parties). That disclosure has been corrected in the Amendment on,
among others, pages 13-14, 68, 86-87 and 101.

The business combination marketing fee incurred in connection
with the IPO and payable at the consummation of CF VI’s initial business..., page 68

    19.

    Please clarify whether the percentages you disclose here are calculated with respect to aggregate gross proceeds from the IPO or those expected from your initial business combination. In addition, please revise your risk factor to take into account all other fees due to CF&Co. that are dependent upon the consummation of your initial business combination, including, for example, the M&A advisory fees and placement agent fees.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 71-72 has been revised accordingly.

The CEO of the Combined Entity will have control over
key decision making as a result of his control of a majority of the voting power..., page 74

    20.

    Expand your risk factor disclosure to address material risks arising from your disparate voting structure, including how future issuances of high-vote shares may be dilutive to low-vote shareholders. In addition, disclose the percentage of outstanding shares that the Class D common stockholder (or any subsequent holders, as permitted) must keep to continue to control the outcome of matters submitted to shareholders for approval.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 80-81 has been revised accordingly.

Unaudited Pro Forma Condensed Combined Financial Information,
page 78

    21.

    Please revise your introduction and/or description of the transactions section to address all transactions reflected in the pro forma financial statements, including the Rumble Second Closing and the Locals Technology, Inc. (Locals) acquisition. Refer to Rule 11-02(a)(2) of Regulation S-X.

Response: The Company acknowledges the Staff’s comment.
The pro forma financial statements beginning on page 85 of the Amendment include the historical balance sheet of Rumble as of December
31, 2021, which reflects the impact of the Rumble Second Closing (which was completed in December 2021) and the Locals acquisition (which
was completed in October 2021). The introduction and description of the transaction sections have also been revised to include a description
of the Locals acquisition. In addition, for more on the pro forma statement of operations, please see Response Number 22 below.

    - 4 -

    22.

    Please revise to include all necessary Article 11 acquisition pro forma adjustments related to the Locals acquisition in a separate column and include a subtotal reflecting pro forma financial information subsequent to the Locals acquisition but prior to the CF VI business combination. Refer to Rule 11-02(b)(4) of Regulation S-X. To the extent your accounting for the Locals acquisition is incomplete, revise to clearly disclose the information required by Rule 11-02(a)(11)(ii)(B) of Regulation S-X.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 95 to 97, with respect to the pro forma statement of operations, for the year ended December 31, 2021, includes
pro forma adjustments related to the Locals acquisition, which was consummated by Rumble on October 25, 2021, in a separate column, and
now includes a subtotal reflecting pro forma financial information before pro forma adjustments for the Business Combination.

    23.

    We note that in the post-transaction ownership chart on page 12 you exclude the stock held by the Sponsor that is subject to forfeiture and cancellation under each of your scenarios based on the Sponsor Support Agreement. However, in your disclosure o

United States securities and exchange commission logo
March 18, 2022
Howard W. Lutnick
Chief Executive Officer
CF Acquisition Corp. VI
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VI
Registration Statement on Form S-4
Filed on February 14, 2022
File No. 333-262725
Dear Mr. Lutnick:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.Please tell us why you have included the Business Combination Agreement share
approvals, the Forward Purchase Investment share approval, and the PIPE Investment
share approval in the same proposal being presented to CF Acquisition Corp. VI (CF
VI) stockholders. Please refer to Rule 14a-4(a)(3) of Regulation 14A, as well as Question
201.01 of the Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure Interpretations.
2.Disclose on your cover page that after the business combination you will be a "controlled
company" under the Nasdaq rules.

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 March 18, 2022 Page 2
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VI
March 18, 2022
Page 2
Frequently Used Terms, page 1
3.Disclose how the Option Exchange Ratio will be calculated and add "Cantor" as a defined
term.
Questions and Answers About the Proposals
Q: Why am I receiving this proxy statement/prospectus?, page 10
4.Please expand your disclosure here, or include separate questions, that outline the
conversion/exchange of all securities pursuant to the Business Combination Agreement.
For example, revise to include the issuance of Class D Common Stock and to summarize
the exchange/conversion of the CF VI securities at the effective time.  Clearly state how
many votes per share each class of common stock is entitled.  In addition, please revise
your Questions and Answers to clearly describe all key terms of the earnout arrangements,
including disclosure about the Tandem Option Earnout Shares and the forfeiture or
earnout of the Forfeiture Escrow Shares, and the triggering events in each case.
Q: What equity stake will holders of CF VI Public Shares, holders of Rumble Shares, the
Sponsor..., page 11
5.Please clarify whether your tabular presentation accounts for the full exercise of the
Tandem Option Earnout Shares, and, if not, revise to take into account this additional
assumption.  Please also disclose whether this presentation includes the one-time grant of
1,100,000 restricted shares of Class A Common Stock that will be issued to Mr. Pavlovski
upon the closing of the Business Combination.
Q: What interests do CF VI's current officers and directors have in the Business Combination?,
page 16
6.You disclose the Sponsor has made outstanding loans to CF VI in the aggregate amount of
$949,154 as of January 31, 2022, but disclose the outstanding loans as $954,154 on page
38 and elsewhere.  Please reconcile and revise as appropriate.
The Proposals to be Voted on by CF VI Stockholders, page 24
7.Revise to provide a description of the mechanics of the issuance of the Class D common
stock, how the share class will be structured so as to result in Mr. Pavlovski having 85%
of the voting power of the Combined Entity, and any transfer restrictions or conversion
features.
Related Agreements, page 27
8.Please include a copy of Exhibit G to your Business Combination Agreement, the Share
Repurchase Agreement, when you amend your registration statement.  Please also file a
copy of the Forward Purchase Contract.

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 March 18, 2022 Page 3
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VI
March 18, 2022
Page 3
Lock-Up Agreements, page 28
9.Revise to specify the exceptions to your Lock-Up Agreements.
Share Repurchase Agreement, page 28
10.Disclose the business or strategic rationale for the Share Repurchase Agreement.
Sponsor Support Agreement, page 28
11.Expand your disclosure to describe all material terms of the Sponsor Support Agreement,
including, for example, to specify the earnout targets and the threshold amount for the
funding of threshold shares that are subject to forfeiture.
Rumble's Relationship with Cosmic, page 32
12.You disclose Rumble, Inc.'s (Rumble) "significant reliance" on Cosmic to provide content
moderation services.  Please summarize the material terms of the Existing Business
Cooperation Agreements and file a copy of any material contracts Rumble has entered
with Cosmic or any other parties–or upon which Rumble's business is substantially
dependent.  File a copy of any such agreement as an exhibit to your registration
statement.  Refer to Section 601(b)(10) of Regulation S-K.
Sources and Uses of Funds for the Business Combination, page 40
13.We note your presentation of the sources and uses of funds for the business combination
assumes that no CF VI Stockholders exercise their redemption rights.  Please provide
disclosure showing your intermediate and maximum redemption scenarios.
Risk Factors, page 51
14.Please revise to include a risk factor addressing the material weakness identified
regarding the interpretation and accounting for complex financial instruments issued by
CF VI, as disclosed in your Form 10-Q/A for the quarterly period ended September 30,
2021.  In your disclosure, please clarify what steps you have taken to date, and what
remains to be completed in your remediation plan.  Also, disclose how long you estimate
it will take to complete your plan and any associated material costs that you have incurred
or expect to incur.
15.We note that both CF VI and Rumble qualify as emerging growth companies.  Please
revise to include a risk factor to describe how and when a company may lose emerging
growth company status, the reduced disclosure requirements applicable
to emerging growth companies, the company's election to apply the extended transition
period for adopting new or revised accounting standards and disclose whether the
continuing entity after the business combination will qualify as an emerging growth
company.  Also, revise here and on pages 180 and 211 to state that as a result of the
extended transition period election, your financial statements may not be comparable to

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 March 18, 2022 Page 4
 FirstName LastNameHoward W. Lutnick
CF Acquisition Corp. VI
March 18, 2022
Page 4
companies that comply with public company effective dates.
16.Disclose any material risks arising from the earnout arrangements agreed to as part
of your business combination.
Rumble derives a substantial portion of its revenue from advertising and its relationships with a
small number of key advertising..., page 59
17.We note your disclosure that 86% of Rumble's total revenue was derived from a single
advertising network for the nine months ended September 30, 2021.  It appears that
Rumble has a single service agreement with this customer, according to page 218.  Please
disclose the material terms of this agreement and file a copy as an Exhibit to your
registration statement.  Refer to Item 601(b)(10) of Regulation S-K.
The public stockholders of CF VI will experience dilution as a consequence of, among other
transactions, the issuance of..., page 64
18.We note that the percentage ownership for the PIPE Investors here does not agree with the
chart on page 12.  Please revise or advise.
The business combination marketing fee incurred in connection with the IPO and payable at the
consummation of CF VI's initial business..., page 68
19.Please clarify whether the percentages you disclose here are calculated with respect to
aggregate gross proceeds from the IPO or those expected from your initial business
combination.  In addition, please revise your risk factor to take into account all other fees
due to CF&Co. that are dependent upon the consummation of your initial business
combination, including, for example, the M&A advisory fees and placement agent fees.
The CEO of the Combined Entity will have control over key decision making as a result of his
control of a majority of the voting power..., page 74
20.Expand your risk factor disclosure to address material risks arising from your disparate
voting structure, including how future issuances of high-vote shares may be dilutive to
low-vote shareholders.  In addition, disclose the percentage of outstanding shares that the
Class D common stockholder (or any subsequent holders, as permitted) must keep to
continue to control the outcome of matters submitted to shareholders for approval.
Unaudited Pro Forma Condensed Combined Financial Information, page 78
21.Please revise your introduction and/or description of the transactions section to address all
transactions reflected in the pro forma financial statements, including the Rumble Second
Closing and the Locals Technology, Inc. (Locals) acquisition.  Refer to Rule 11-02(a)(2)
of Regulation S-X.
22.Please revise to include all necessary Article 11 acquisition pro forma adjustments related
to the Locals acquisition in a separate column and include a subtotal reflecting pro forma

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 March 18, 2022 Page 5
 FirstName LastNameHoward W. Lutnick
CF Acquisition Corp. VI
March 18, 2022
Page 5
financial information subsequent to the Locals acquisition but prior to the CF VI business
combination.  Refer to Rule 11-02(b)(4) of Regulation S-X.  To the extent your
accounting for the Locals acquisition is incomplete, revise to clearly disclose the
information required by Rule 11-02(a)(11)(ii)(B) of Regulation S-X.
23.We note that in the post-transaction ownership chart on page 12 you exclude the stock
held by the Sponsor that is subject to forfeiture and cancellation under each of your
scenarios based on the Sponsor Support Agreement.  However, in your disclosure of pro
forma shares on page 79 you have included these shares in full in each scenario, thus
assuming none of them are forfeited.  Please explain the basis for reflecting these shares
differently in your two disclosures, and tell us why they should not also be excluded from
the pro forma share calculations.
24.We note you have included the Forfeiture Escrow Shares held by Rumble shareholders
that will be subject to earnout milestones in your calculation of pro forma outstanding
shares.  Please tell us why you believe these shares should be included in pro forma shares
as it does not appear that they qualify as issued and outstanding shares until the earnout
milestones are met.  Refer to ASC 260-10-45-12C and -13.  Please also tell us how you
intend to account for these shares, how they are reflected within your pro forma financial
statements, and cite the specific accounting guidance you relied on to reach your
conclusions.
25.We note your calculation of pro forma shares excludes the grant of 1.1 million restricted
shares of Class A common stock to Mr. Pavlovski.  Please revise to clarify whether these
are restricted stock awards (RSAs) or restricted stock units (RSUs), and whether they will
qualify as issued and outstanding shares upon grant.  In this regard, we note that the terms
of your RSAs as disclosed on page 149 appear to qualify them as issued and outstanding
shares of common stock upon issuance.  If the terms of these awards will qualify them as
issued and outstanding, please revise to include them in your calculation of pro forma
shares.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 82
26.Please revise to parenthetically disclose the number of common stock shares outstanding
on a pro forma basis in each of your scenarios for each class of common stock.
Note 2 - Transaction Accounting Adjustments, page 94
27.We note that pro forma adjustment (E) reflecting the issuance of Class C common stock
was not split between par value and APIC.  Please tell us why the entire amount was
recorded as par value, or revise as appropriate.
28.Please provide us with the calculations that support the total pro forma shares to be held
by Rumble shareholders of 232,202,361.  As part of your response, tell us whether the
number of shares outstanding presented on the September 30, 2021 balance sheet is
presented in thousands.

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 March 18, 2022 Page 6
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VI
March 18, 2022
Page 6
29.Please revise to clarify whether pro forma adjustment (H) includes the $10.5 million due
to CF&Co., an affiliate of the Sponsor.
30.Please explain your basis for including adjustment (T) in both the September 30, 2021 and
December 31, 2020 pro forma statements of operations.  In this regard, we note
that statement of operations adjustments are reflected as if the transaction had been
consummated on January 1, 2020 and therefore it appears that adjustment (T) should only
be reflected in the pro forma statement of operations for the year ended  December 31,
2020.
31.We note that you include two adjustments in the Rumble Inc. second closing column on
the pro forma balance sheet; however, you have not provided any information about these
adjustments.  Please revise.
Background of the Business Combination, page 121
32.When you refer to representatives of Rumble or CF VI or the CF VI Board, identify any
executive officers or Board members that were present or are referenced, or confirm that
you mean all members of the board or executive officers, as applicable.  In addition,
please expand the description of the transaction timeline to include any relevant disclosure
to address:
•whether the Sponsor and management and affiliates have a track record with SPACs
and, if so, balanced disclosure about this record and the outcomes of the prior
transactions;
•whether the Sponsor has other SPACs in the process of searching for a target
company and whether the Sponsor considered more than one active SPAC to be the
potential acquirer and how the final decision was reached;
•the underlying reason why the earnout shares, shares subject to forfeiture by the
Sponsor, and Class D Common Stock were negotiated;
•the terms of Rumble's relationship with Cosmic that were negotiated;
•any discussions relating to the assumptions underlying any projections provided by
Rumble; and
•any discussions involving continuing employment or involvement for any persons
affiliated with CF VI before the merger, any formal or informal commitment to retain
CF&Co. or any other financial advisors after the merger, and any pre-existing
relationships between CF VI (or individuals affiliated with CF VI) and additional
investors.
CF VI Board's Reasons for the Approval of the Business Combination, page 125
33.Revise the conflicts of interest discussion to highlight any fiduciary or contractual
obligations to other entities as well as any interest in, or affiliation with, the target
company held by the Sponsor or its affiliates.  Additionally, clarify how the board
considered those conflicts in negotiating and recommending the business combination.

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VI
 March 18, 2022 Page 7
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VI
March 18, 2022
Page 7
Certain Forecasted Information for Rumble, page 130
34.Please clarify whether the customary fee CF&Co. is owed as financial advisor in
connec

CORRESP
1
filename1.htm

    February 17, 2021

VIA EDGAR

U.S. Securities & Exchange
Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:
    CF Acquisition Corp. VI

Registration Statement on
Form S-1

File No. 333-252598

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request
of CF Acquisition Corp. VI that the effective date of the above-referenced Registration Statement be accelerated so as to permit
it to become effective at 4:00 p.m. EST on February 18, 2021, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules
and Regulations under the Act, the undersigned advises that as of the date hereof, in excess of 300 copies of the Preliminary Prospectus
dated February 12, 2021 have been or will be distributed to prospective dealers, institutional investors, retail investors and
others.

The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

Very truly yours,

CANTOR FITZGERALD AND CO.

    By:
    /s/ David Batalion

    Name:
     David Batalion

    Title:
     Managing Director, Head of SPACs

CORRESP
1
filename1.htm

CF Acquisition Corp. VI

110 East 59th Street

New York, NY 10022

February 17, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C., 20549

Attention: Todd K. Schiffman

    Re:

    CF Acquisition Corp. VI

    Registration Statement on Form S-1

    Filed January 29, 2021, as amended

    File No. 333-252598

Dear Mr. Schiffman:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, CF Acquisition Corp. VI hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 4:00 p.m. EST on Thursday, February 18, 2021, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Howard W. Lutnick

    Howard W. Lutnick

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Graubard Miller LLP

CORRESP
1
filename1.htm

CF Acquisition Corp. VI

110 East 59th Street

New York, NY 10022

VIA EDGAR

February 12, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

Attn: Todd K. Schiffman

 Re: CF Acquisition Corp. VI

    Form S-1 filed January 29, 2021

    File No. 333-252598

Dear Mr. Schiffman:

CF Acquisition Corp.
VI (the “Company,” “we,” “our” or “us”) hereby transmits
the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”), on February 11, 2021, regarding the Form S-1 submitted to the Commission
on January 29, 2021.

For the Staff’s
convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.
Disclosure changes made in response to the Staff’s comment have been made in the Amendment No. 1 to Form S-1 (the “Registration
Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

Amendment No. 1 to Form S-1 filed
February 3, 2021.

Exhibit 10.9, Forward Purchase Contract,
page II-5

 1. We note paragraph 11 of the Form of Forward Purchase
Agreement. Please reference the waiver of claims against the Trust Account in the prospectus disclosure.

In response to the Staff’s
comment, additional disclosure has been added to the Registration Statement to reference the waiver of claims against the Trust
Account under the Form of Forward Purchase Agreement. The revised disclosure can be found on page [ ] of the Registration Statement.

We thank the Staff
for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel,
Stuart Neuhauser, at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Adam Brajer

    Name:
     Adam Brajer

    Title:
     In House Counsel

cc: Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
February 11, 2021
Adam Brajer
In House Counsel
CF Acquisition Corp. VI
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VI
Form S-1 filed January 29, 2021
File No. 333-252598
Dear Mr. Brajer:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to our comment, we may have additional comments.
Amendment No. 1 to Form S-1 filed February 3, 2021.
Exhibit 10.9, Forward Purchase Contract, page II-5
1.We note paragraph 11 of the Form of  Forward Purchase Agreement. Please reference the
waiver of claims against the Trust Account in the prospectus disclosure.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameAdam  Brajer
 Comapany NameCF Acquisition Corp. VI
 February 11, 2021 Page 2
 FirstName LastName
Adam  Brajer
CF Acquisition Corp. VI
February 11, 2021
Page 2
            You may contact Frank Knapp at 202-551-3805 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Todd Schiffman at 202-551-3491 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

CF Acquisition Corp. VI

110 East 59th Street

New York, NY 10022

VIA EDGAR

January 29, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

Attention: Frank Knapp

    Re:
    CF Acquisition Corp. VI

    Draft Registration Statement on Form S-1

    Submitted November 4, 2020

    CIK No. 0001830081

Dear Mr. Knapp:

CF Acquisition Corp.
VI (the “Company,” “we,” “our” or “us”) hereby transmits
the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”), on December 1, 2020, regarding the Draft Registration Statement
on Form S-1 submitted to the Commission on November 4, 2020.

For the Staff’s
convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments have been made in the Registration Statement on Form
S-1 (the “Registration Statement”), which is being filed with the Commission contemporaneously with the submission
of this letter.

Draft Registration Statement on Form
S-1

Initial Business Combination, page
6

 1. You state in the second paragraph, "We are not prohibited from pursuing an initial business
combination with a business that is affiliated with Cantor or its affiliates or our sponsor, officers or directors, including an
Affiliated Joint Acquisition," which term is described on page 7 to include a co-investment with, or a "specified future
issuance" of securities to, entities affiliated with Cantor. Tell us with a view toward disclosure here and throughout the
prospectus, whether it is possible that you would consider an Affiliated Joint Acquisition with one or more Prior Cantor SPACS,
CF Finance Acquisition III, or any other SPACs affiliated with you or Cantor. We may have additional comments in this regard. Please
also clarify what impact, if any, a co-investment by a Cantor affiliate in your initial business combination would have on the
conversion of the Class B shares. We understand that if the company makes a "specified future issuance" of securities
to a Cantor affiliate, the number of shares into which the Class B shares convert would increase in order to maintain an interest
equal to 20% of the public shares plus the securities issued in the specified future issuance. Finally, revise disclosures throughout
your prospectus regarding potential conflicts of interest with respect to Cantor SPAC I and Cantor SPAC II to describe potential
conflicts with respect to CF Finance Acquisition III and any other Cantor-affiliated SPACs.

Response: We have added a disclosure
in the prospectus that, while we may pursue a business combination opportunity jointly with Cantor or one or more entities affiliated
with Cantor (which we refer to as an “Affiliated Joint Acquisition”) we do not expect that we would pursue any
such opportunity with a Prior Cantor SPAC.

Please be advised that we have
also added disclosure that any securities issued in connection with a financing provided by an affiliate of ours relating to an
Affiliated Joint Acquisition will not result in an adjustment to the conversion ratio of our Class B common stock.

Lastly, the prospectus has been
revised to disclose potential conflicts with respect to Prior Cantor SPACs as requested.

*    *     *

U.S. Securities and Exchange Commission

Division of Corporation Finance

January 29, 2021

Page 2 of 2

We thank the Staff
for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel,
Stuart Neuhauser, at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Adam Brajer

    Name: Adam Brajer

    Title: Assistant Secretary

 cc: Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
December 1, 2020
Adam Brajer
In House Counsel
CF Acquisition Corp. VI
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VI
Draft Registration Statement on Form S-1
Submitted November 4, 2020
CIK No. 0001830081
Dear Mr. Brajer:
            We have reviewed your draft registration statement and have the following comment.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to the comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Initial Business Combination, page 6
1.You state in the second paragraph, "We are not prohibited from pursuing an initial
business combination with a business that is affiliated with Cantor or its affiliates or our
sponsor, officers or directors, including an Affiliated Joint Acquisition," which term is
described on page 7 to include a co-investment with, or a "specified future issuance" of
securities to, entities affiliated with Cantor.  Tell us with a view toward disclosure here
and throughout the prospectus, whether it is possible that you would consider an Affiliated
Joint Acquisition with one or more Prior Cantor SPACS, CF Finance Acquisition III, or
any other SPACs affiliated with you or Cantor. We may have additional comments in this
regard.  Please also clarify what impact, if any, a co-investment by a Cantor affiliate in
your initial business combination would have on the conversion of the Class B shares. We
understand that if the company makes a "specified future issuance" of securities to a

 FirstName LastNameAdam  Brajer
 Comapany NameCF Acquisition Corp. VI
 December 1, 2020 Page 2
 FirstName LastName
Adam  Brajer
CF Acquisition Corp. VI
December 1, 2020
Page 2
Cantor affiliate, the number of shares into which the Class B shares convert would
increase in order to maintain an interest equal to 20% of the public shares plus the
securities issued in the specified future issuance. Finally, revise disclosures throughout
your prospectus regarding potential conflicts of interest with respect to Cantor SPAC I and
Cantor SPAC II to describe potential conflicts with respect to CF Finance Acquisition III
and any other Cantor-affiliated SPACs.
            You may contact Frank Knapp at 202-551-3805 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Todd K. Schiffman at 202-551-3491 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction