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Filed by CF Acquisition Corp. VII
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Board file number: 333-262725
CF Acquisition Corp VI
110 East 59e Street
New York, NY 10022
**** IMPORTANT REMINDER ****
Dear shareholder of CF Acquisition Corp. IV:
By now, you should have received your proxy materials for CF Acquisition Corp’s 2022 special meeting of shareholders. VI (“CFVI”) in connection with the proposed business combination of CFVI with Rumble, Inc., which is expected to be held virtually, via live webcast, at September 15, 2022 at 10:00 a.m. We ask all CFVI shareholders, regardless of the number of shares they hold, to vote their shares as soon as possible. You are receiving this reminder letter because your vote(s) have not yet been processed at the time of sending this letter. If you have already voted, we would like to thank you for your vote.
WE INVITE YOU TO EXERCISE YOUR RIGHT TO VOTE TODAY.
Your vote is extremely important. PLEASE VOTE TODAY. The fastest and easiest way to vote is over the Internet or by telephone. Instructions on how to exercise your voting rights over the Internet or by telephone are attached to this letter.
The CFVI Board of Directors recommends that you vote “FOR” ALL proposals. Even if you plan to attend the virtual meeting, we invite you to vote your shares now, so that they can be tabulated before the meeting.
****PLEASE VOTE TODAY****
Thank you for your investment in CF Acquisition Corp. VI and for taking the time to vote for your shares.
Important information and where to find it
This communication relates to a proposed transaction between Rumble Inc. (“Rumble” and CF Acquisition Corp. VI (“CF VI”). This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to purchase or exchange., of securities, and there will be no sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws securities of such jurisdiction. In connection with the transaction described herein, CF VI has filed with the United States Securities and Exchange Commission (“SECOND”) an effective registration statement on Form S-4, which includes a proxy statement/prospectus of CF VI, on August 12, 2022 (the “Registration statement”), and has filed, and will file, other relevant documents with the SEC. The definitive proxy statement/prospectus has been sent to all shareholders of CF VI. Investors and security holders of CF VI are urged to read the Registration Statement, the Definitive Proxy Circular/Prospectus (and any supplements thereto, if any, and when filed), and all other relevant documents filed or to be filed in connection with the proposed transaction as they contain material information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or to be filed with the SEC by CF VI via Web maintained by the SEC at www.sec. govt.
Documents filed or to be filed by CF VI with the SEC may also be obtained free of charge upon written request to CF Acquisition Corp. VI, 110 East 59th Street, New York, NY 10022 or by e-mail at [email protected]
Participants in the solicitation
CF VI, Rumble and their respective directors and officers may be considered participants in the solicitation of proxies from CF VI stockholders in connection with the proposed transactions. CF VI shareholders and other interested persons may obtain, free of charge, more detailed information regarding the directors and officers of CF VI in the registration statement. Information regarding persons who may, under SEC rules, be considered participants in the solicitation of proxies from CF VI stockholders in connection with the proposed business combination is set forth in the registration statement.
No offer or solicitation
This communication is not a proxy statement or a solicitation of any power of attorney, consent or authorization with respect to any security or with respect to the potential transaction and does not constitute an offer to sale or solicitation of an offer to buy securities of CF VI, or Rumble, and there will be no sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. No offer of securities may be made other than by means of a prospectus that meets the requirements of the Securities Act.
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction between CF VI and Rumble. These forward-looking statements include, but are not limited to, statements regarding the closing of the transaction and the expectations, hopes, beliefs, intentions or strategies of CF VI, Rumble or their respective management teams regarding the future. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “could”, “plan”, ” possible”, “potential”, “predict”, “project”, “should”, “would” and similar expressions may identify forward-looking statements, but the absence of such words does not mean that a statement is not prospective. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, therefore, are subject to significant assumptions, risks and uncertainties. These statements are based on various assumptions, identified or not in this communication. These forward-looking statements are provided for informational purposes only and are not intended to serve and should not be relied upon by any investor as a guarantee, assurance, prediction or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from the assumptions. Many real events and circumstances are beyond the control of CF VI and Rumble. Many factors could cause actual future events to differ from the forward-looking statements contained in this communication, including, but not limited to, (i) the risk that the transaction may not be completed in a timely manner or at all , (ii) the failure to satisfy the conditions of completion of the transaction, (iii) the impossibility of completing the PIPE offer, (iv) the occurrence of any event, change or other circumstance which may give rise to the termination of the BCAs, (v) the outcome of any legal proceedings that may be brought against Rumble and/or CF VI related to the BCA or the transactions contemplated by it, (vi) the ability to maintain the listing of the shares of CF VI to Nasdaq, (vii) transaction-related costs and the failure to realize the anticipated benefits of the transactions or to realize the estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions, ( v (iii) the effect of the announcement or expectation of the Share Transaction on Rumble’s business relationships, results of operations, performance and business generally, (ix) changes to the combined capital structure of Rumble and CF VI as a result of the transactions, (x) changes in laws and regulations affecting Rumble’s business, (xi) the ability to implement business plans, forecasts and other expectations after the completion of transactions, and identifying and realizing additional opportunities, (xii) risks related to Rumble’s limited operating history, business deployment and timing of expected business milestones, (xiii) risks related to the Rumble’s potential inability to achieve or maintain profitability and generate cash, (xiv) current and future conditions in the global economy, including as a result of the impact of the COVID-19 pandemic, and their impact on Ru mble, its businesses and the markets in which it operates, (xv) Rumble’s ability to retain existing content providers and users and attract new content providers and customers, (xvi) Rumble’s potential inability to manage effectively growth, (xvii) the enforceability of Rumble’s intellectual property, including its patents and potential infringement of the intellectual property rights of others, and (xviii) the ability to recruit, train and retain qualified personnel. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the registration statement, CF VI’s Form 10-Q filed August 15, 2022, and other documents that CF VI has filed or will file with the SEC from time to time. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to place undue reliance on any forward-looking statements, and Rumble and CF VI undertake no obligation and do not intend to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise. Neither Rumble nor CF VI guarantees that Rumble or CF VI will meet their expectations.