Business Combination Expected to Close
July 19, 2022
NEW
YORK, July 15, 2022 /PRNewswire/ -- B. Riley
Principal 150 Merger Corp. (Nasdaq: BRPM, BRPMW, BRPMU) ("BRPM" or
the "Company"), a special purpose acquisition company sponsored by
an affiliate of B. Riley Financial, Inc. (Nasdaq: RILY) ("B. Riley
Financial"), today announced that its stockholders have approved
the Company's proposed business combination (the "Business
Combination") with FaZe Clan Inc. ("FaZe Clan"), the lifestyle and
media platform rooted in gaming and youth culture.
The business combination is expected to close on July 19, 2022, subject to the satisfaction of all
closing conditions. Upon the closing of the business combination,
the Company will be renamed FaZe Holdings Inc. and its shares of
common stock and warrants are expected to begin trading on
July 20, 2022 on Nasdaq under the new
ticker symbols "FAZE" and "FAZEW", respectively.
The formal results of the vote will be included in a Current
Report on Form 8-K to be filed by BRPM with the Securities and
Exchange Commission.
About FaZe Clan
FaZe Clan is a digital-native lifestyle and media platform
rooted in gaming and youth culture, reimagining traditional
entertainment for the next generation. Founded in 2010 by a group
of kids on the internet, FaZe Clan was created for and by Gen Z and
Millennials, and today operates across multiple verticals with
transformative content, tier-one brand partnerships, a collective
of notable talent, and fashion and consumer products. Reaching over
500 million followers across social platforms globally, FaZe Clan
delivers a wide variety of entertainment spanning video blogs,
lifestyle and branded content, gaming highlights and live streams
of highly competitive gaming tournaments. FaZe Clan's roster of
more than 85 influential personalities consists of engaging content
creators, esports professionals, world-class gamers and a mix of
talent who go beyond the world of gaming, including NFL star Kyler
"FaZe K1" Murray, Lebron "FaZe Bronny" James Jr., Lil Yachty aka
"FaZe Boat" and Snoop Dogg aka "FaZe Snoop." Its gaming division
includes 11 competitive esports teams who have won over 30 world
championships. For more information, visit www.fazeclan.com,
investor.fazeclan.com and follow FaZe Clan on Twitter,
Instagram, YouTube, TikTok, and Twitch.
About BRPM
BRPM is a special purpose acquisition company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. BRPM began trading on the
NASDAQ on February 19, 2021 following
its initial public offering. Its shares of Class A common stock,
units and warrants trade under the ticker symbols BRPM, BRPMU and
BRPMW, respectively. BRPM is sponsored by an affiliate of B. Riley
Financial, Inc. (Nasdaq: RILY).
Forward Looking
Statements
The information in this communication includes "forward-looking
statements" pursuant to the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. All
statements, other than statements of present or historical fact
included in this communication, regarding the proposed Business
Combination, the ability of the parties to consummate the proposed
Business Combination, the benefits and timing of the proposed
Business Combination, as well as the combined company's strategy,
future operations and financial performance, estimated financial
position, estimated revenues and losses, projections of market
opportunity and market share, projected costs, prospects, plans and
objectives of management are forward-looking statements. These
forward-looking statements generally are identified by the words
"budget," "could," "forecast," "future," "might," "outlook,"
"plan," "possible," "potential," "predict," "project," "seem,"
"seek," "strive," "would," "should," "may," "believe," "intend,"
"expects," "will," "projected," "continue," "increase," and/or
similar expressions that concern BRPM's or FaZe Clan's strategy,
plans or intentions, but the absence of these words does not mean
that a statement is not forward-looking. Such statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and are based on the management of
BRPM's and FaZe Clan's belief or interpretation of information
currently available.
These forward-looking statements are based on various
assumptions, whether or not identified herein, and on the current
expectations of BRPM's and FaZe Clan's management and are not
predictions of actual performance. Because forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions, whether or not identified in this communication, they
are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. Many factors could
cause actual results and condition (financial or otherwise) to
differ materially from those indicated in the forward-looking
statements, including but not limited to: (1) the occurrence of any
event, change or other circumstances that could give rise to the
termination of negotiations and any subsequent definitive
agreements with respect to the proposed Business Combination; (2)
the outcome of any legal proceedings or other disputes that may be
instituted against BRPM, FaZe Clan, the combined company or others;
(3) the inability to complete the proposed Business Combination due
to the failure to obtain certain governmental and regulatory
approvals or to satisfy other conditions to closing; (4) changes to
the proposed structure of the proposed Business Combination that
may be required or appropriate as a result of applicable laws or
regulations, including the risk that any regulatory approvals are
not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the proposed Business Combination; (5) the
ability to meet stock exchange listing standards following the
consummation of the proposed Business Combination; (6) the risk
that the proposed Business Combination disrupts current plans and
operations of BRPM or FaZe Clan as a result of the announcement and
consummation of the proposed Business Combination; (7) the ability
to recognize the anticipated benefits of the proposed Business
Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management, key employees and talents; (8)
costs related to the proposed Business Combination; (9) changes in
applicable laws or regulations, including changes in domestic and
foreign business, market, financial, political, and legal
conditions; (10) the possibility that BRPM, FaZe Clan or the
combined company may be adversely affected by other economic,
business, and/or competitive factors; (11) the impact of COVID 19
on BRPM's or FaZe Clan's business and/or the ability of the parties
to complete the proposed Business Combination; (12) the inability
to complete the PIPE investments in connection with the proposed
Business Combination; and (13) other risks and uncertainties set
forth in the Proxy Statement/Prospectus relating to the proposed
Business Combination. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of BRPM and FaZe
Clan. Forward-looking statements speak only as of the date they are
made. While FaZe Clan and BRPM may elect to update these
forward-looking statements at some point in the future, FaZe Clan
and BRPM specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing FaZe Clan's and BRPM's assessments as of any date
subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Contacts:
For FaZe Clan
Investors:
Ellipsis: ir@fazeclan.com
Media:
Chelsey Northern:
chelsey.northern@fazeclan.com
For BRPM
Investors:
Dan Shribman:
dshribman@brileyfin.com
Media:
Jo Anne McCusker:
jmccusker@brileyfin.com
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SOURCE B. Riley Principal 150 Merger Corp.