Item
1. Business
Overview
We
are a blank check company incorporated as a Delaware corporation and 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 (an “Initial Business
Combination”). We intend to effectuate an Initial Business Combination using cash from the proceeds of our initial public offering
(the “Public Offering”) that closed on February 23, 2021 and the Private Placement Units sold in a private placement
(the “Private Placement Units”) that closed on February 23, 2021 and from additional issuances of, if any, our capital
stock and our debt, or a combination of cash, stock and debt.
In
connection with our formation, in June 2020, B. Riley Principal Investments, LLC (“BRPI”), a wholly-owned subsidiary
of B. Riley Financial, Inc. (“B. Riley Financial”), subscribed for 4,312,500 shares of Class B common stock, par value
$0.0001 per share (the “Founder Shares”) for an aggregate purchase price of $25,000. In June 2002, all of the Founder
Shares were contributed to B. Riley Principal 150 Sponsor Co., LLC (the “Sponsor”), a Delaware limited liability company
and a wholly-owned indirect subsidiary of B. Riley Financial.
The
Company completed the sale of 17,250,000 units (the “Public Units”), including the issuance of 2,250,000 Public
Units as a result of the underwriters’ exercise of their over-allotment option in full, at an offering price of $10.00 per
Public Unit in the Public Offering on February 23, 2021. The Sponsor purchased an aggregate of 520,000 Private Placement Units at a
price of $10.00 per unit in a private placement (the “Private Placement”) that closed on February 23, 2021
simultaneously with the Public Offering. The sale of the 17,250,000 Public Units in the Public Offering generated gross proceeds of
$172,500,000, less underwriting commissions of $3,450,000 (2% of the gross proceeds of the Public Offering) and other offering costs
of $485,257. The sale of the Private Placement Units in the Private Placement generated $5,200,000 of gross proceeds.
Each
Public Unit and Private Placement Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (“Class
A common stock”, and with respect to the shares underlying the Public Units, the “Public Shares” and, with
respect to the shares underlying the Private Placement Units, the “Private Placement Shares”), and one-third of one
redeemable warrant (“Warrant” and, with respect to the Warrants underlying the Private Placement Units, the “Private
Placement Warrants”), with each whole Warrant exercisable for one share of Class A common stock at an initial exercise price
of $11.50 per share.
Upon
completion of the Public Offering, $172,500,000 of proceeds were placed in the Company’s Trust Account at J.P. Morgan Chase Bank,
N.A., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and have been and
will continue to be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act, having a maturity of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in
direct U.S. government treasury obligations. Unless and until the Company completes the Initial Business Combination, it may pay its
expenses only from the net proceeds of the Public Offering and the Private Placement held outside the Trust Account, which was $43,324
on December 31, 2021.
Proposed
Business Combination
On October 24, 2021, the Company, entered
into an Agreement and Plan of Merger, which was subsequently amended on December 29, 2021 (as it may be further amended, modified,
or restated, the “Merger Agreement”) with BRPM Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of the Company (“Merger Sub”), and FaZe Clan Inc., a Delaware Corporation (“FaZe”),
pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and
into FaZe (the “Merger”), with FaZe surviving the Merger in accordance with the Delaware General Corporation Law
as a wholly owned subsidiary of the Company (the transactions contemplated by the Merger Agreement and the related ancillary
agreements, the “Proposed Transaction”). At the closing of the Proposed Transaction
(“Closing”), the Company will change its name to “FaZe Holdings Inc.”
(“Pubco”).
FaZe
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 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 350 million followers across social platforms globally as of September 30, 2021, FaZe delivers a wide variety
of entertainment spanning video blogs, lifestyle and branded content, gaming highlights and live streams of highly competitive gaming
tournaments. FaZe’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 Offset aka “FaZe Offset.” Its gaming division
includes ten competitive Esports teams who have won over 30 world championships.
The
parties have ascribed an equity value of the combined company, following the consummation of the Proposed Transaction, of $987,000,000,
assuming none of the Company’s public stockholders seek to redeem their Public Shares for a pro rata portion of the funds in the
Trust Account.
Merger
Agreement
In
accordance with the terms and subject to the conditions of the Merger Agreement, at the Closing, we have agreed to issue to stockholders
of FaZe approximately 67,023,763 shares of Pubco common stock at a deemed per share price of $10.00 (“Aggregate Equity Value
Consideration”), plus earnout consideration of 6% of the total number of shares of Pubco common stock that are issued and outstanding
as of immediately after the Closing (which earnout consideration is subject to forfeiture following Closing if certain price-based vesting
conditions are not met during the five years following Closing) (“Aggregate Earnout Consideration”).
Immediately
prior to the effective time of the Merger (the “Effective Time”), each common stock purchase warrant of FaZe shall
be exercised in full in accordance with its terms and each preferred stock purchase warrant of FaZe shall be exercised in full in accordance
with its terms, each outstanding share of Series A preferred stock of FaZe will be automatically converted into common stock of FaZe
(“FaZe common stock”), and the outstanding principal and accrued interest upon certain convertible promissory notes
of FaZe (“FaZe Notes”) shall be converted into FaZe common stock (such exercises and conversions, collectively, the
“FaZe Conversion”). The outstanding principal and accrued interests upon any FaZe Notes that do not convert will be
paid in full prior to the Effective Time. It is estimated that approximately 12,711,205 shares of FaZe common stock will be issued pursuant
to the FaZe Conversion (the “FaZe Conversion Shares”), based on the capitalization table of FaZe as of December 26,
2021 and assuming the Merger would become effective on December 26, 2021. The FaZe Conversion will not cause additional dilution to our
public stockholders in excess of the dilution to public stockholders as a result of the Merger, because the shares of Pubco common stock
to be issued and converted from the FaZe Conversion Shares upon the Merger are included in the aggregate merger consideration to FaZe
securityholders set forth in the Merger Agreement.
At
the Effective Time, each outstanding share of FaZe common stock (including the shares of FaZe common stock issued as a result of the
FaZe Conversion) shall be cancelled and converted into the right to receive a portion of the Aggregate Equity Value Consideration equal
to the Exchange Ratio and a portion of the Aggregate Earnout Consideration equal to the Earnout Exchange Ratio (the “Per Share
Merger Consideration”). The “Exchange Ratio” is the quotient obtained by dividing 65,000,000 by the fully-diluted
number of shares of FaZe common stock outstanding immediately prior to the Effective Time (excluding certain shares, as determined in
accordance with the Merger Agreement). The “Earnout Exchange Ratio” is the quotient obtained by dividing the Aggregate
Earnout Consideration by the fully-diluted number of shares of FaZe common stock outstanding immediately prior to the Effective Time
(as determined in accordance with the Merger Agreement).
At
the Effective Time, each restricted share subject to a restricted stock award outstanding under FaZe’s existing incentive plans
that is outstanding immediately prior to the Effective Time, will be converted into the right to receive a number of shares of Pubco
common stock having the same terms and conditions as were applicable to such restricted stock award immediately prior to the Effective
Time (each, a “Pubco Restricted Stock Award”), except that each Pubco Restricted Stock Award shall relate to a number
of shares of Pubco common stock equal to the Per Share Merger Consideration. In addition, each such restricted stock award will have the right to receive a
portion of the Aggregate Earn-Out Consideration.
At
the Effective Time, (i) each option outstanding under FaZe’s existing incentive plans that is vested in accordance with its
terms as of the Effective Time (including each option that vests or is deemed vested in accordance with its terms in connection with
the transactions contemplated by the Merger Agreement) and (ii) 75% of those options that remain unvested as of the Effective Time
(collectively, the “Vested Company Options”) shall, automatically and without any required action on the part of
the holder thereof, be cancelled and converted into the right to receive the Per Share Merger Consideration in respect of the net
number of shares underlying such Vested Company Options as if each such net share was one share of FaZe common stock issued and
outstanding immediately prior to the Effective Time.
At
the Effective Time, each option outstanding under FaZe’s existing incentive plans other than a Vested Company Option that is outstanding
immediately prior to the Effective Time, shall be assumed by us and converted into an option to purchase a number of shares of common
stock equal to the number of shares of FaZe common stock subject to such option immediately prior to the Effective Time multiplied by
the Exchange Ratio, and having an exercise price equal to the exercise price immediately prior to the Effective Time divided by the Exchange
Ratio.
Pursuant
to the Merger Agreement, Pubco’s bylaws following the Closing will provide that the Pubco common stock issued to FaZe
stockholders as consideration in the Merger and issuable to directors, officers and employees of FaZe or its subsidiaries upon the
settlement or exercise of restricted stock awards, stock options or other equity awards outstanding as of immediately following the
Closing in respect of such FaZe restricted stock awards and stock options or other equity awards that were outstanding immediately
prior to Closing, will be subject to a six month lock-up, subject to certain exceptions.
The
parties to the Merger Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among
others, covenants with respect to the conduct of FaZe and the Company and its subsidiaries prior to the Closing. The Closing is subject
to certain customary conditions.
Support
Agreements
In
connection with the entry into the Merger Agreement, on October 24, 2021, we entered into a sponsor support agreement (the “Sponsor
Support Agreement”) with the Sponsor, pursuant to which the Sponsor agreed to (i) invest at least $20,000,000 in the PIPE Investment
as well as to backstop the PIPE Investment, if the amount in cash actually received by us from the PIPE Investment at Closing is less
than $100,000,000, by committing to purchase that portion of the PIPE Investment not purchased by third party investors to cause the
PIPE Investment actually received by us at the Closing to equal $100,000,000, (ii) waive the anti-dilution and conversion price adjustments
set forth in our amended and restated certificate of incorporation with respect to the Founder Shares, (iii) subject 50% of the Founder
Shares to forfeiture following Closing if certain price-based vesting conditions are not met during the five-year period beginning on
the date that is 90 days after the Closing and ending on the fifth anniversary of the Closing date of the Proposed Transaction, (iv)
subject the Founder Shares to certain transfer restrictions, and (v) vote all voting equity securities owned by it in favor of the Merger
Agreement, the Proposed Transaction, and each other proposal presented by us.
In
connection with the Merger Agreement, on October 24, 2021, FaZe entered into voting agreements (the “FaZe Support Agreements”)
with certain of its stockholders, pursuant to which holders representing the requisite vote required to adopt the Merger Agreement and
approve the transactions contemplated thereby agreed to vote their shares in favor of the Proposed Transaction. Further, in connection
with the Merger Agreement, on October 24, 2021, each holder of FaZe common stock purchase warrants and preferred stock purchase warrants
of FaZe, respectively, agreed to exercise all outstanding warrants in whole prior to the Closing and certain holders of FaZe Notes elected
to complete the FaZe Conversion prior to the Closing.
PIPE
Concurrently
with the execution of the Merger Agreement, the Company entered into subscription agreements (“Subscription Agreements”)
with investors (including investors related to or affiliated with the Sponsor and an investor related to or affiliated with existing
FaZe stockholders) for an aggregate investment $118,000,000 (the “PIPE Investment”). The closing of the PIPE Investment
is conditioned upon, among other things, the satisfaction or waiver of all conditions precedent to the PIPE Investment and the substantially
concurrent consummation of the Proposed Transaction. The Subscription Agreements provide for certain customary registration rights for
the PIPE Investors. Affiliates of the Sponsor have subscribed to purchase 2,200,000 shares of Class A common stock at $10.00 per share
in the PIPE Investment, for an aggregate purchase price of $22,000,000.
For
more information about the Merger Agreement and the Proposed Transaction, see our Registration Statement on Form S-4 filed with the SEC
on January 7, 2022 (File No. 333-262047). Unless specifically stated, this Annual Report does not give effect to the Proposed Transaction
and does not contain the risks associated with the Proposed Transaction. Such risks and effects relating to the Proposed Transaction
are included in the Registration Statement, which includes a preliminary proxy statement/prospectus relating to the Proposed Transaction.
The
Proposed Transaction is expected to close in the first half of 2022, following the receipt of required approval by the stockholders of
the Company and FaZe, required regulatory approvals and the fulfilment or waiver of other conditions set forth in the Merger Agreement,
and the effectiveness of the Registration Statement filed with the SEC in connection with the Proposed Transaction.
Common
Stock Subject to Possible Redemption
All
of the 17,250,000 shares of Class A common stock sold as part of the Public Units in the Public Offering contain a redemption feature
which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote
or tender offer in connection with the Initial Business Combination. In accordance with SEC and its staff’s guidance on redeemable
equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require
common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption
and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at December
31, 2021, since all the shares of Class A common stock can be redeemed or become redeemable subject to the occurrence of future events
considered outside the Company’s control under ASC 480-10-S99, all shares of Class A common stock subject to redemption are presented
as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to
equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock
are affected by charges against additional paid in capital and accumulated deficit.
Effecting
Our Initial Business Combination
General
We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate the
Proposed Transaction, and any other Initial Business Combination, using cash held in the Trust Account, our equity, debt or a combination
of these as the consideration.
If
our Initial Business Combination is paid for using equity, as we plan to do in connection with the Proposed Transaction, or debt securities,
or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our Initial Business
Combination or used for redemptions of our Public Shares, we may apply the balance of the cash released to us from the Trust Account
for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of
principal or interest due on indebtedness incurred in completing the Proposed Transaction or another Initial Business Combination, to
fund the purchase of other companies or for working capital.
We
entered into Subscription Agreements to raise additional funds through a private offering of equity securities in connection with the
Proposed Transaction, and we may seek to raise additional funds through a private offering of debt or equity securities in connection
with the completion of any other Initial Business Combination, and we may effectuate our Initial Business Combination using the proceeds
of such offering rather than using the amounts held in the Trust Account. In addition, we have targeted, and may in the future, target
businesses with enterprise values that are greater than we could acquire with the net proceeds of the Public Offering and the Private
Placement, and, as a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts
needed to satisfy any redemptions by public stockholders, we may be required to seek additional financing to complete the Proposed Transaction,
or such other Initial Business Combination. Subject to compliance with applicable securities laws, we expect to complete the PIPE Investment
simultaneously with the completion of the Proposed Transaction, and we would expect to complete any other financing simultaneously with
the completion of our Initial Business Combination. In the case of an Initial Business Combination funded with assets other than the
Trust Account assets, such as the Proposed Transaction, our proxy materials or tender offer documents disclosing the Initial Business
Combination disclose, or would disclose, the terms of the financing and, only if required by law, as in the case of the Proposed Transaction,
we would seek stockholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity
or equity-linked securities or through loans, advances or other indebtedness in connection with the Proposed Transaction or any other
Initial Business Combination, including pursuant to forward purchase agreements or backstop agreements. At this time, except for the
Subscription Agreements we entered into in connection with the PIPE Investment, we are not a party to any arrangement or understanding
with any third party with respect to raising any additional funds through the sale of securities or otherwise. Other than pursuant to
the Sponsor Support Agreement, none of our Sponsor, officers, directors or stockholders are required to provide any financing to us
in connection with or after our Initial Business Combination.
Selection
of a Target Business and Structuring of our Initial Business Combination
Nasdaq
rules require that we must consummate an Initial Business Combination with one or more operating businesses or assets with a fair market
value equal to at least 80% of the net assets held in the Trust Account (excluding the taxes payable on the interest earned on the Trust
Account). Our board of directors determined that the Proposed Transaction with FaZe satisfied this requirement.
If our board of directors is not able to independently determine the fair market value of any other Initial Business Combination, we
will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm that regularly prepares
fairness opinions solely with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be
able to make such independent determination of fair market value, it may be unable to do so if the board is less familiar or experienced
with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets
or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction
involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or
necessary in conducting such analysis. No such opinion was obtained in connection with the Proposed Transaction. If required under applicable
law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed Initial Business Combination
will include such opinion. In addition, pursuant to Nasdaq rules, any Initial Business Combination must be approved by a majority of
our independent directors. The Proposed Transaction was unanimously approved by our independent directors prior to our entry into the
Merger Agreement.
We
have structured the Proposed Transaction so that the post-transaction company in which our public stockholders own shares will own
or acquire 100% of the equity interests or assets of the target business or businesses. If we do not complete the Proposed
Transaction and search for an alternate Initial Business Combination, we anticipate structuring the transaction so that the
post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of
the target business or businesses. Alternately, we may structure an Initial Business Combination other than the Proposed Transaction
such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order
to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such
Initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of
the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an
investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction
company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the Initial Business
Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target
and us in the Initial Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial
number of new shares in exchange for all of the outstanding capital stock of a target, as we have done in connection with the
Proposed Transaction. In this case, we would acquire a 100% controlling interest in FaZe or such other target. However, as a result of the issuance of a
substantial number of new shares, our stockholders immediately prior to the Proposed Transaction or such other Initial Business
Combination will own less than a majority of our outstanding shares subsequent to closing. If we instead complete an alternate
Initial Business Combination in which less than 100% of the equity interests or assets of a target business or businesses are owned
or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be
taken into account for purposes of Nasdaq’s 80% fair market value test. If the Initial Business Combination involves more than
one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. For
additional information on the Proposed Transaction, you are urged to read our Registration Statement on Form S-4 filed with the SEC
on January 7, 2022 (File No. 333-262047), the amendments thereto, as well as other documents filed with the SEC in connection with
the Proposed Transaction. There is no basis for investors to evaluate the possible merits or risks of any other target business with
which we may ultimately complete our Initial Business Combination.
To
the extent we effect our Initial Business Combination with a company or business that may be financially unstable or in its early stages
of development or growth we may be affected by numerous risks inherent in such company or business. Although our management endeavored
to evaluate the risks inherent in FaZe’s business, and will endeavor to evaluate the risks inherent in any other particular target
business, we cannot assure you that we have, or will, properly ascertain or assess all significant risk factors.
In
evaluating FaZe, we conducted a due diligence review of FaZe, which included: (i) research on the industry in which FaZe operates; (ii)
extensive meetings with FaZe’s management team and representatives regarding FaZe’s operations, major customers, financial
prospects and other customary due diligence matters; (iii) legal and commercial review of FaZe’s material business contracts, books
and records, government regulations and filings, intellectual property and information technology; and (iv) financial due diligence and
analysis of FaZe with the assistance of its financial advisors. In evaluating any other prospective target business, we expect to conduct
a due diligence review, which may encompass, among other things, meetings with incumbent management and employees, document reviews,
interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other information that will be
made available to us and other reviews as we deem appropriate. We may also retain consultants with expertise relating to a prospective
target business.
We
have expended considerable time, and incurred considerable costs, to select and evaluate FaZe and to structure and pursue completion
of the Proposed Transaction. The time required to select and evaluate any other target business and to structure and complete any other
Initial Business Combination, and the costs associated with that process, are not currently ascertainable with any degree of certainty.
Any costs incurred with respect to the identification and evaluation of a prospective target business with which our Initial Business
Combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another
Initial Business Combination.
Redemption
Rights for Public Stockholders upon Completion of our Initial Business Combination
We
will provide our public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our
Initial Business Combination, including the Proposed Transaction, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account as of two business days prior to the consummation of such Initial Business Combination including
interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, divided
by the number of then outstanding Public Shares, subject to the limitations described herein. For illustrative purposes, as of December
31, 2021, the amount in the Trust Account was approximately $10.00 per Public Share. Our Sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares,
Private Placement Shares and any Public Shares held by them in connection with the completion of our Initial Business Combination. Such
persons did not receive separate consideration for their waiver of redemption rights.
Manner
of Conducting Redemptions; Submission of our Initial Business Combination to a Stockholder Vote
We
will provide our public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our
Initial Business Combination, including the Proposed Transaction, either (i) in connection with a stockholder meeting called to approve
the Initial Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek
stockholder approval of a proposed Initial Business Combination or conduct a tender offer will be made by us, solely in our discretion,
and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require
us to seek stockholder approval under applicable law or stock exchange listing requirements, as described above under the heading “Stockholders
May Not Have the Ability to Approve Our Initial Business Combination.” Asset acquisitions and stock purchases would not typically
require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than
20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder
approval. If we structure an Initial Business Combination with a target company in a manner that requires stockholder approval, we will
not have discretion as to whether to seek a stockholder vote to approve the proposed Initial Business Combination. So long as we maintain
a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules. Our public stockholders
will have the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of the Proposed Transaction
in connection with a stockholder meeting to be called to approve the Proposed Transaction.
The
requirement that we provide our public stockholders with the opportunity to redeem their Public Shares by one of the two methods listed
above is contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our
registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our common
stock entitled to vote thereon.
If,
for an Initial Business Combination other than the Proposed Transaction, a stockholder vote is not required and we do not decide to hold
a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:
| ● | conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate
issuer tender offers, and |
| ● | file
tender offer documents with the SEC prior to completing our Initial Business Combination
which contain substantially the same financial and other information about the Initial Business
Combination and the redemption rights as is required under Regulation 14A of the Exchange
Act, which regulates the solicitation of proxies. |
Upon
the public announcement of such an Initial Business Combination, we or our Sponsor will terminate any plan established in accordance
with Rule 10b5-1 to purchase shares of our Class A common stock in the open market if we elect to redeem our Public Shares through a
tender offer, to comply with Rule 14e-5 under the Exchange Act.
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,
in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our Initial Business Combination until
the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more
than a specified number of Public Shares which are not purchased by our Sponsor, which number will be based on the requirement that we
may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. If public stockholders
tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the Initial Business Combination.
If
we provide our public stockholders with the opportunity to redeem their Public Shares in connection with a stockholder meeting, as we
intend to do in connection with the Proposed Transaction, we will:
| ● | conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the
Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender
offer rules, and |
| ● | file
proxy materials with the SEC. |
If
we seek stockholder approval, as we intend to do in connection with the Proposed Transaction, we will complete our Initial Business
Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business
Combination. A quorum for such meeting will consist of the holders of a majority of the voting power of all outstanding shares of
capital stock of the Company entitled to vote at such meeting are present in person or by proxy at such meeting. Our Sponsor will
count toward this quorum and pursuant to the letter agreement, and, in the case of the Proposed Transaction, the Sponsor Support
Agreement, our Sponsor has, officers and directors have agreed to vote their its Founder Shares, Private Placement Shares and any
Public Shares purchased (including in open market and privately negotiated transactions) in favor of our Initial Business
Combination, including the Proposed Transaction. Approval of our Initial Business Combination, including the Proposed Transaction,
will require approval of a majority of our common stock entitled to vote that are voted on the matter. The failure to vote, broker
non-votes, and abstentions will have no effect on the approval of our Initial Business Combination once a quorum is obtained. As a
result, in addition to our Sponsor’s Founder Shares and Private Placement Shares, we would need only 6,208,751 or
approximately 36% of the 17,250,000 Public Shares sold in the Public Offering to be voted in favor of an Initial Business
Combination, including the Proposed Transaction (assuming all outstanding shares are voted) in order to have our Initial Business
Combination, including the Proposed Transaction, approved. If only a minimum quorum of shares of common stock is present at the
meeting to approve our Initial Business Combination, including the Proposed Transaction, we would need only 688,126 Public Shares,
or approximately 4% of the Public Shares, to be voted in favor of the Initial Business Combination in order for it to be approved.
These quorum and voting thresholds, and the voting agreements of our Sponsor, may make it more likely that we will consummate the Proposed Transaction or such other Initial Business Combination. Each public stockholder may elect to redeem its Public Shares
irrespective of whether they vote for or against an Initial Business Combination, or do not vote at all, and irrespective of whether
they hold Public Shares on the record date established for the shareholder meeting to approve our Initial Business
Combination.
Our
amended and restated certificate of incorporation provides that in no event will we redeem our Public Shares in an amount that would
cause our net tangible assets to be less than $5,000,001. In addition, our proposed Initial Business Combination may impose a minimum
cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate
purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required
to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions
pursuant to the terms of the proposed Initial Business Combination exceed the aggregate amount of cash available to us, and if the minimum
cash condition is not waived by our target, we will not complete the Initial Business Combination or redeem any shares, and all shares
of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance
of equity-linked securities or through loans, advances or other indebtedness in connection with our Initial Business Combination. The
Proposed Transaction includes a minimum cash requirement of $218,000,000, which will be calculated after giving effect to redemptions
by public stockholders, and payment of certain transaction expenses incurred by us and by FaZe, and the proceeds of the PIPE Investment.
Limitation
on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval
Notwithstanding
the foregoing, if we seek stockholder approval of our Initial Business Combination, as we currently intend to do in connection with the
Proposed Transaction, and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer
rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such
stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13
of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold
in the Public Offering, which we refer to as the “Excess Shares.” Such restriction shall also be applicable to our affiliates.
We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders
to use their ability to exercise their redemption rights against a proposed Initial Business Combination, including the Proposed Transaction,
as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other
undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in the Public
Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at
a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem more
than 20% of the shares sold in the Public Offering without our prior consent, we believe we will limit the ability of a small group of
stockholders to unreasonably attempt to block our ability to complete our Initial Business Combination, particularly in connection with
an Initial Business Combination with a target, such as the Proposed Transaction, that requires as a closing condition that we have a
minimum net worth or a certain amount of cash. However, we will not restrict our stockholders’ ability to vote all of their shares
(including Excess Shares) for or against our Initial Business Combination.
Redemption
of Public Shares and Liquidation if no Initial Business Combination
Our
amended and restated certificate of incorporation provides that we have until February 23, 2023 to complete the Proposed Transaction
or another Initial Business Combination. If we are unable to complete the Proposed Transaction or another Initial Business Combination
by such deadline, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to
us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the
right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we
fail to complete our Initial Business Combination by February 23, 2023.
Competition
In
identifying, evaluating and selecting FaZe for the Proposed Transaction we encountered, and if we need to identify, evaluate and select
another target business for our Initial Business Combination, we expect to encounter, intense competition from other entities having
a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating
businesses seeking strategic business combinations. Many of these entities are well established and have extensive experience identifying
and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical,
human and other resources than we do. Our ability to acquire larger target businesses is limited by our available financial resources.
This inherent limitation gives others an advantage in pursuing the Initial Business Combination of a target business. Furthermore, our
obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available
to us for our Initial Business Combination and our outstanding Warrants, and the future dilution they potentially represent, may not
be viewed favorably by certain target businesses. Either of these factors may have placed us at a competitive disadvantage in negotiating
the Proposed Transaction, and may place us at a competitive disadvantage in successfully negotiating any other Initial Business Combination.
Facilities
Our
executive offices are located at 299 Park Avenue, 21st Floor, New York, NY 10171, and our telephone number is (212) 457-3300. Our executive
offices are provided to us by an affiliate of our Sponsor. We have agreed to pay an affiliate of our Sponsor a total of $3,750 per month
for office space, utilities and secretarial and administrative support. We consider our current office space adequate for our current
operations.
Employees
We
currently have one officer. This individual is not obligated to devote any specific number of hours to our matters but he intends to
devote as much of his time as he deems necessary to our affairs until we have completed our Initial Business Combination. The amount
of time he will devote in any time period will vary based on whether a target business has been selected for our Initial Business Combination
and the stage of the Initial Business Combination process we are in. We do not intend to have any full time employees prior to the completion
of our Initial Business Combination.
Available
Information
We
are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the U.S. Securities and Exchange Commission
(the “SEC”) on a regular basis, and are required to disclose certain material events in a Current Report on Form 8-K.
The public may read any materials we file with the SEC on SEC’s Internet website that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC. Our website is located at https://brileyfin.com/principalmergercorp. We provide a link through our investor relations website to the section
of the SEC’s website at www.sec.gov., that has all of the reports that we file or furnish with the SEC. In addition, the Company will
provide copies of these documents without charge upon request from us in writing at 299 Park Avenue, 21st Floor, New York, NY 10171 or
by telephone at (212) 457-3300.
Further, corporate governance information, including our code of ethics, audit committee charter, compensation committee charter, insider
trading policy and related party transaction policy, is also available on our website. The contents of our websites
are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any
references to our websites are intended to be inactive textual references only.
Risk
Factors Summary
An
investment in our securities involves a high degree of risk and uncertainties. You should consider carefully all of the risks described
below, together with the other information contained in this Annual Report. If any of the following events occur, our business, financial
condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline,
and you could lose all or part of your investment. Such risks include, but are not limited to:
| ● | We
are a blank check company with no operating history and no revenues, and you have no basis
on which to evaluate our ability to achieve our business objective. |
| ● | While
we intend to submit the Proposed Transaction to a vote of our stockholders, if we are not able to complete the Proposed Transaction
and seek an alternate Initial Business Combination, or decide not to submit the Proposed Transaction to a vote of our
stockholders, our public stockholders may not be afforded an opportunity to vote on our proposed Initial Business Combination, which
means we may complete our Initial Business Combination, including the Proposed Transaction, even though a majority of our public
stockholders do not support such a combination. |
| ● | Stockholders’
opportunity to effect their investment decision regarding a potential Initial Business Combination,
including the Proposed Transaction, may be limited to the exercise of the right to redeem
Public Shares from us for cash. |
| ● | If
we seek stockholder approval of our Initial Business Combination, as we expect to do in connection
with the Proposed Transaction, our Sponsor has agreed to vote in favor
of such Initial Business Combination, regardless of how our public stockholders vote. |
| ● | The
ability of our public stockholders to redeem their shares for cash may make our financial
condition unattractive to potential business combination targets, which may make it difficult
for us to enter into a business combination with a target. |
| ● | The
ability of our public stockholders to exercise redemption rights with respect to a large
number of our shares may not allow us to complete the most desirable Initial Business Combination
or optimize our capital structure. |
| ● | The
requirement that we complete our Initial Business Combination within the prescribed timeframe
may give potential target businesses leverage over us in negotiating an Initial Business
Combination and may limit the time we have in which to conduct due diligence on potential
business combination targets, in particular as we approach our dissolution deadline, which
could undermine our ability to complete our Initial Business Combination on terms that would
produce value for our stockholders. |
| ● | Our
search for an Initial Business Combination, and any target business with which we ultimately
consummate an Initial Business Combination, including FaZe, may be materially adversely affected
by the recent coronavirus (COVID-19) outbreak and other events and the status of debt and
equity markets, as well as protectionist legislation in our target markets. |
| ● | If
we seek stockholder approval of our Initial Business Combination, as we expect to do in connection
with the Proposed Transaction, our Sponsor, directors, officers, advisors or their affiliates
may elect to purchase Public Shares or Public Warrants from public stockholders, which may
influence a vote on a proposed Initial Business Combination, including the Proposed Transaction,
and reduce the public “float” of our Class A common stock or Public Warrants. |
| ● | If
a stockholder fails to receive notice of our offer to redeem our Public Shares in connection
with our Initial Business Combination, including the Proposed Transaction, or fails to comply
with the procedures for submitting or tendering its shares, such shares may not be redeemed. |
| ● | Our
stockholders are not entitled to protections normally afforded to investors of many other
blank check companies. |
| ● | Because
of our limited resources and the significant competition for business combination opportunities,
it may be more difficult for us to complete the Proposed Transaction or another Initial Business
Combination. If we have not completed the Proposed Transaction or another Initial Business
Combination within the required time period, our public stockholders may receive only approximately
$10.00 per share, or less in certain circumstances, on our redemption of their shares, and
our Public Warrants will expire worthless. |
| ● | If
the net proceeds of the Public Offering and the sale of the Private Placement Units not being
held in the Trust Account are insufficient to allow us to operate until at least February
23, 2023, it could limit the amount of cash available to fund our search for a target business
or businesses and complete the Proposed Transaction or another Initial Business Combination,
and we will depend on loans from our Sponsor or management team to fund our search and to
complete the Proposed Transaction or another Initial Business Combination. |
| ● | We have identified a material weakness in our internal control over
financial reporting as of December 31, 2021. If we are unable to develop and maintain an effective system of internal control over financial
reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence
in us and materially and adversely affect our business and operating results. |
| ● | We may face litigation and other risks as a result of the material
weakness in our internal control over financial reporting. |
| ● | Past
performance by our management team and their affiliates, including investments and transactions
in which they have participated and businesses with which they have been associated, may
not be indicative of future performance of an investment in the Company. |
| ● | Our
stockholders do not have any rights or interests in funds from the Trust Account, except
under certain limited circumstances. Therefore, to liquidate your investment, you may be
forced to sell your Public Shares or Warrants, potentially at a loss. |
| ● | Nasdaq
may delist our securities from trading on its exchange, which could limit investors’
ability to make transactions in our securities and subject us to additional trading restrictions. |
| ● | Unlike
some other similarly structured special purpose acquisition companies, our Sponsor will receive
additional shares of Class A common stock if we issue certain shares to consummate an Initial
Business Combination. |
| ● | The
nominal purchase price paid by our Sponsor for the Founder Shares may result in significant
dilution to the implied value of your Public Shares upon the consummation of the Proposed
Transaction or another Initial Business Combination. |
Item
1A. Risk Factors
An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this Annual Report and the prospectus associated with our Public Offering, before making a decision
to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially
adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
For risk factors related to the Proposed Transaction, see our Registration Statement on Form S-4filed by us on January 7, 2022 (File
No. 333-262047), and any amendment or supplement thereto.
Forward-looking
statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There
can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve
a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. Our forward-looking statements include,
but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Factors that might cause or contribute to such forward-looking statements include,
but are not limited to, those set forth herein and should be read in conjunction with our financial statements and related notes thereto
included elsewhere in this report.
Risks
Relating to our Search for, and Consummation of or Inability to Consummate, an Initial Business Combination
While we intend to submit the Proposed Transaction to a vote of our stockholders, if we are not able to complete the Proposed Transaction
and seek an alternate Initial Business Combination, or decide not to submit the Proposed Transaction to a vote of our stockholders, our
public stockholders may not be afforded an opportunity to vote on our proposed Initial Business Combination, which means we may complete
our Initial Business Combination, including the Proposed Transaction, even though a majority of our public stockholders do not support
such a combination.
We
may choose not to hold a stockholder vote to approve our Initial Business Combination unless the Initial Business Combination would require
stockholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek
stockholder approval of a proposed Initial Business Combination or will allow stockholders to sell their Public Shares to us in a tender
offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction
and whether the terms of the transaction would otherwise require us to seek stockholder approval. Even
if we seek shareholder approval, as we currently expect to do in connection with the Proposed Transaction, the holders of our Founder
Shares will participate in the vote of such approval. Accordingly, we may complete our Initial Business Combination, including
the Proposed Transaction even if holders of a majority of our Public Shares do not approve of the Initial Business Combination we complete.
If
we seek stockholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Transaction, our
Sponsor has agreed to vote in favor of such Initial Business Combination, regardless of how our public stockholders vote.
Pursuant
to the letter agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares, Private Placement Shares, as
well as any Public Shares purchased (including in open market and privately negotiated transactions), in favor of our Initial
Business Combination. In the case of the Proposed Transaction, our Sponsor also entered into the Sponsor Support Agreement, pursuant
to which it agreed to vote all of its equity securities in favor of the Proposed Transaction and each other related proposal that we
submit to a vote of our stockholders. As a result, in addition to our Sponsor’s Founder Shares and Private Placement Shares, we would need only 6,208,751
shares, or approximately 36% of the 17,250,000 Public Shares sold in the Public Offering to be voted in favor of an Initial Business
Combination, including the Proposed Transaction, (assuming all outstanding shares are voted) in order to have our Initial Business
Combination, including the Proposed Transaction, approved. Our Sponsor owns Founder Shares and Private Placement Shares representing
approximately 21.9% of our outstanding shares of common stock. Accordingly, if we seek stockholder approval of our Initial Business
Combination, as we expect to do in connection with the Proposed Transaction, the agreement by our Sponsor to vote in favor of our
Initial Business Combination will increase the likelihood that we will receive the requisite stockholder approval for such Initial
Business Combination, including the Proposed Transaction.
Stockholders’ opportunity to affect the investment decision regarding a potential Initial Business Combination, including the Proposed Transaction,
will be limited to the exercise of your right to redeem your Public Shares from us for cash, unless we seek stockholder approval of the Initial
Business Combination.
At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our Initial
Business Combination. Since our board of directors may complete an Initial Business Combination without seeking stockholder approval,
public stockholders may not have the right or opportunity to vote on the Initial Business Combination, unless we seek such stockholder
vote, as we currently expect to do in connection with the Proposed Transaction. Accordingly,
if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential Initial Business
Combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set
forth in our tender offer documents mailed to our public stockholders in which we describe our Initial Business Combination.
The
ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business
combination targets, which may make it difficult for us to enter into an Initial Business Combination with a target.
We
may seek to enter into an Initial Business Combination agreement with a prospective target that requires as a closing condition that
we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not
be able to meet such closing condition and, as a result, would not be able to proceed with the Initial Business Combination. Furthermore,
in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition,
our proposed Initial Business Combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target
or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.
The Proposed Transaction is conditioned on the post-business combination entity having at least $218,000,000 after giving effect to redemptions
and payment of transaction expenses and including the PIPE Investment. In the event the aggregate cash consideration we would be required
to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions
pursuant to the terms of the proposed Initial Business Combination exceed the aggregate amount of cash available to us, and if the minimum
cash condition is not waived by our target, we will not complete the Initial Business Combination or redeem any shares, and all shares
of Class A common stock submitted for redemption will be returned to the holders thereof. Prospective targets will be aware of these
risks and, thus, may be reluctant to enter into an Initial Business Combination with us.
The
ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete
the most desirable Initial Business Combination or optimize our capital structure.
At
the time we enter into an agreement for our Initial Business Combination, we will not, and at the time we entered into the Merger
Agreement for the Proposed Transaction, we did not, know how many stockholders may exercise their redemption rights, and therefore
will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption.
If our Initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase
price, or, like the Merger Agreement, requires us to have a minimum amount of cash at closing, we may need to arrange for third
party financing to meet such requirements. In addition, if a larger number of shares are submitted for redemption than we initially
expected, we may need to restructure the transaction or arrange for third party financing. Raising additional third party financing
may involve dilutive equity issuances, such as the PIPE Investment, or the incurrence of indebtedness at higher than desirable
levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B common stock results
in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock at the time of our
Initial Business Combination. The above considerations may limit our ability to complete the most desirable Initial Business
Combination available to us or optimize our capital structure. The amount of the fee payable to B. Riley Securities, Inc. pursuant
to the terms of the business combination marketing agreement will not be adjusted for any shares that are redeemed in connection
with an Initial Business Combination, including the Proposed Transaction.
The
ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our Initial Business Combination, including the Proposed Transaction, would be unsuccessful and that our public stockholders would
have to wait for liquidation in order to redeem their stock.
If
our Initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or,
like the Merger Agreement, requires us to have a minimum amount of cash at closing, the probability that our Initial Business Combination,
including the Proposed Transaction would be unsuccessful is increased. If the Proposed Transaction or another Initial Business Combination
is unsuccessful, our public stockholders would not receive their pro rata portion of the Trust Account until we liquidate the Trust Account.
If our public stockholders are in need of immediate liquidity, they could attempt to sell their stock in the open market; however, at
such time, our stock may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, our public stockholders
may suffer a material loss on their investment or lose the benefit of funds expected in connection with their exercise of redemption
rights until we liquidate or they are able to sell their stock in the open market.
The
requirement that we complete our Initial Business Combination within the prescribed time frame may give potential target businesses leverage
over us in negotiating an Initial Business Combination and may limit the time we have in which to conduct due diligence on potential business combination
targets as we approach our dissolution deadline, which could undermine our ability to complete our Initial Business Combination on terms
that would produce value for our stockholders.
Any
potential target business with which we enter into negotiations concerning an Initial Business Combination will be aware that we must
complete an Initial Business Combination by February 23, 2023. Consequently, such target business may obtain leverage over us in negotiating
an Initial Business Combination, knowing that if we do not complete our Initial Business Combination with that particular target business,
we may be unable to complete our Initial Business Combination with any target business. This risk will increase as we get closer to February
23, 2023, unless such date is extended by a shareholder-approved amendment to our amended and restated certificate of incorporation.
In addition, we may have limited time to conduct due diligence and may enter into our Initial Business Combination on terms that we would
have rejected upon a more comprehensive investigation.
We
may not be able to complete the Proposed Transaction or another Initial Business Combination within the prescribed time frame, in which
case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which
case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our Public Warrants
will expire worthless.
Our
amended and restated certificate of incorporation provides that we must complete the Proposed Transaction or another Initial Business
Combination within 24 months from the closing of the Public Offering, i.e., February 23, 2023. Our ability to complete the
Proposed Transaction or another Initial Business Combination may be negatively impacted by general market conditions, volatility in the
capital and debt markets and the other risks described herein. If we have not completed the Proposed Transaction or another Initial Business
Combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously
released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. In such case, our public stockholders may only receive $10.00 per share, and our Public Warrants will expire worthless. In certain
circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “—
If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount
received by stockholders may be less than $10.00 per share” and other risk factors herein.
Our
search for an Initial Business Combination, and any target business, including FaZe, with which we ultimately consummate an Initial Business
Combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets,
as well as protectionist legislation in our target markets.
In
December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout
the world. On January 30, 2020, the World Health Organization declared the outbreak
of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health
and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community
in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”.
This outbreak of COVID-19 has resulted in a widespread health crisis that has and may continue to adversely affect the economies and
financial markets worldwide, and the business of FaZe or any potential target business with which we may consummate an Initial Business
Combination could be materially and adversely affected. Furthermore, we may be unable to complete the Proposed Transaction or another
Initial Business Combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential
investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction
in a timely manner. In addition, countries or supranational organizations in our target markets may develop and implement legislation
that makes it more difficult or impossible for entities outside such countries or target markets to acquire or otherwise invest in companies
or businesses deemed essential or otherwise vital. The extent to which COVID-19 impacts our search for and ability to consummate the
Proposed Transaction or another Initial Business Combination will depend on future developments, which are highly uncertain and cannot
be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat
its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of
time, and result in protectionist sentiments and legislation in our target markets, our ability to consummate the Proposed Transaction
or another Initial Business Combination, or the operations of FaZe or any other target business with which we ultimately consummate an
Initial Business Combination, may be materially adversely affected. In addition, our ability to consummate a transaction, including the
Proposed Transaction, may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other
events.
If
we seek stockholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Transaction, our
Sponsor, directors, officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants from public stockholders,
which may influence a vote on a proposed Initial Business Combination, including the Proposed Transaction, and reduce the public “float”
of our Class A common stock or Public Warrants.
If
we seek stockholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Transaction, and
we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer rules, our Sponsor, directors,
officers, advisors or their affiliates may purchase Public Shares or Public Warrants or a combination thereof in privately negotiated
transactions or in the open market either prior to or following the completion of such Initial Business Combination, although they are
under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have
not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public
Shares or Public Warrants in such transactions.
Such
a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer
the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, directors, officers,
advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to
exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.
The purpose of such purchases could be to vote such shares in favor of the Proposed Transaction or such other Initial Business Combination
and thereby increase the likelihood of obtaining stockholder approval of the Proposed Transaction or such other Initial Business Combination,
or to satisfy a closing condition in an agreement with a target, such as the Merger Agreement with FaZe, that requires us to have a minimum
net worth or a certain amount of cash at the closing of our Initial Business Combination, where it appears that such requirement would
otherwise not be met. The purpose of any such purchases of Public Warrants could be to reduce the number of Public Warrants outstanding
or to vote such Public Warrants on any matters submitted to the warrantholders for approval in connection with the Proposed Transaction
or such other Initial Business Combination. Any such purchases of our securities may result in the completion of the Proposed Transaction
or such other Initial Business Combination that may not otherwise have been possible. Any such purchases will be reported pursuant to
Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
In
addition, if such purchases are made, the public “float” of our Class A common stock or Public Warrants and the number of
beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading
of our securities on a national securities exchange.
If
a stockholder fails to receive notice of our offer to redeem our Public Shares in connection with our Initial Business Combination, including
the Proposed Transaction, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We
will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our Initial Business
Combination, including the Proposed Transaction. Despite our compliance with these rules, if a stockholder fails to receive our proxy
materials or tender offer documents, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In
addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in connection
with the Proposed Transaction or another Initial Business Combination will describe the various procedures that must be complied with
in order to validly tender or redeem Public Shares. For example, we intend to require our public stockholders seeking to exercise their
redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates
to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior
to the vote on the proposal to approve Proposed Transaction or such other Initial Business Combination in the event we distribute proxy
materials, as we expect to do in connection with the Proposed Transaction, or to deliver their shares to the transfer agent electronically.
In addition, if we conduct redemptions in connection with a stockholder vote, as we expect to do in connection with the Proposed Transaction,
a public stockholder seeking redemption of its Public Shares must also submit a written request for redemption to our transfer agent
two business days prior to the vote in which the name of the beneficial owner of such shares is included. In the event that a stockholder
fails to comply with these or any other procedures, its shares may not be redeemed.
Our
stockholders are not entitled to protections normally afforded to investors of many other blank check companies.
We
are a “blank check” company under the U.S. securities laws. However, because we have net tangible assets in excess of $5,000,000,
we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly,
investors are not afforded the benefits or protections of those rules. Among other things, this means we will have a longer period of
time to complete the Proposed Transaction or another Initial Business Combination than companies subject to Rule 419. Moreover,
if the Public Offering had been subject to Rule 419, that rule would prohibit the release of any interest earned on funds held
in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of the
Proposed Transaction or another Initial Business Combination.
If
we seek stockholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Transaction, and
we do not conduct redemptions pursuant to the tender offer rules, and if a stockholder or a “group” of stockholders are deemed
to hold in excess of 20% of our Class A common stock, they will lose the ability to redeem all such shares in excess of 20% of our
Class A common stock.
If
we seek stockholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Transaction, and
we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer rules, our amended and
restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other
person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange
Act), is restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in the Public Offering
without our prior consent, which we refer to as the “Excess Shares.” However, we will not restrict our stockholders’
ability to vote all of their shares (including Excess Shares) for or against our Initial Business Combination. Our stockholders’
inability to redeem their Excess Shares will reduce their influence over our ability to complete our Initial Business Combination, including
the Proposed Transaction. Because, our stockholders will not receive redemption distributions with respect to the Excess Shares if we
complete our Initial Business Combination, such stockholders will continue to hold that number of shares exceeding 20% and, in order
to dispose of such shares, would be required to sell their stock in open market transactions, potentially at a loss.
Because
of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete
the Proposed Transaction or another Initial Business Combination. If we are unable to complete the Proposed Transaction or another Initial
Business Combination, our public stockholders may receive only approximately $10.00 per share on our redemption of our Public Shares,
or less than such amount in certain circumstances, and our Warrants will expire worthless.
We
expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities competing for the types of businesses
we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting,
directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors
possess greater technical, human and other resources or more industry knowledge than we do, and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses, including FaZe,
we could potentially acquire with the net proceeds of the Public Offering and the sale of the Private Placement Units, our ability to
compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.
This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore,
because we are obligated to pay cash for the shares of Class A common stock which our public stockholders redeem in connection with our
Initial Business Combination, including the Proposed Transaction, target companies, such as FaZe, will be aware that this may reduce
the resources available to us for our Initial Business Combination. This may place us at a competitive disadvantage in successfully negotiating
an Initial Business Combination. If we are unable to complete the Proposed Transaction or another Initial Business Combination, our public
stockholders may receive only approximately $10.00 per share on the liquidation of our Trust Account and our Warrants will expire worthless.
In certain circumstances, our public stockholders may receive less than $10.00 per share, upon our liquidation. See “—
If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount
received by stockholders may be less than $10.00 per share” and other risk factors herein.
If
the net proceeds of the Public Offering and the sale of the Private Placement Units not being held in the Trust Account are insufficient
to allow us to operate until at least February 23, 2023, we may be unable to complete our the Proposed Transaction or another Initial
Business Combination, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances,
and our Warrants will expire worthless.
Of the net proceeds of the Public Offering and the sale of the Private Placement Units, only approximately $43,324 is available to us
outside of the Trust Account as of December 31, 2021. Of the funds available to us, we could use a portion of the funds
available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds
as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep
target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses)
with respect to a particular proposed Initial Business Combination, although we do not have any current intention to do so and have not
done so in connection with the Proposed Transaction. If we entered into a letter of intent or merger agreement where we paid for the
right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our
breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target
business. If we are unable to complete the Proposed Transaction or another Initial Business Combination, our public stockholders may
receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants
will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share upon our liquidation.
See “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share
redemption amount received by stockholders may be less than $10.00 per share” and other risk factors herein.
If
the net proceeds of the Public Offering and the sale of the Private Placement Units not being held in the Trust Account are insufficient,
it could limit the amount available to fund our search for a target business or businesses and complete the Proposed Transaction or another
Initial Business Combination and we will depend on loans from our Sponsor or management team to fund our search for another Initial Business
Combination, to pay our franchise and income taxes and to complete the Proposed Transaction or another Initial Business Combination.
If we are unable to obtain these loans, we may be unable to complete the Proposed Transaction or another Initial Business Combination.
Of
the net proceeds of the Public Offering and the sale of the Private Placement Units, only approximately $43,324 is available to us outside
of the Trust Account as of December 31, 2021. If we are required to seek additional capital, we would need to borrow funds from our Sponsor,
management team or other third parties to operate or may be forced to liquidate. None of our Sponsor, members of our management team
nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only
from funds held outside the Trust Account or from funds released to us upon completion of the Proposed Transaction or another Initial
Business Combination. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent units at a
price of $10.00 per unit at the option of the lender. Prior to the completion the Proposed Transaction or another Initial Business Combination,
we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties
will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we
need additional funds and are unable to obtain these loans, we may be unable to complete the Proposed Transaction or another Initial
Business Combination. If we are unable to complete our Initial Business Combination because we do not have sufficient funds available
to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our public stockholders may only receive
approximately $10.00 per share on our redemption of our Public Shares, and our Warrants will expire worthless. In certain circumstances,
our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “— If third parties
bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders
may be less than $10.00 per share” and other risk factors herein.
We have identified a material weakness in
our internal control over financial reporting as of December 31, 2021. If we are unable to develop and maintain an effective system of
internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may
adversely affect investor confidence in us and materially and adversely affect our business and operating results.
As previously disclosed, in connection with the
preparation of our financial statements as of September 30, 2021, we concluded it was appropriate to restate the presentation of shares
of Class A common stock subject to possible redemption to reflect the Company’s Public Shares within temporary equity after determining
the Public Shares redemption feature is not solely within our control. As part of such process, we identified a material weakness in our
internal controls over financial reporting related to the accounting for our complex financial instruments (including redeemable equity
instruments as described above) as of September 30, 2021 and December 31, 2021. In light of the material weakness identified and the resulting
restatement, although we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to
enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances
of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to
accounting literature, research materials and documents and increased communication among our personnel and third-party professionals
with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time,
and we can offer no assurance that these initiatives will ultimately have the intended effects.
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is
a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected
and corrected on a timely basis.
Effective internal controls
are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material
weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately
have the intended effects.
A material weakness could
limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of
our annual or interim financial statements. In such a case, we may be unable to maintain compliance with securities law requirements
regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence
in our financial reporting, our securities price may decline and we may face litigation as a result of the foregoing. We cannot assure
you that the measures we have taken to date, or any measures it may take in the future, will be sufficient to avoid potential future
material weaknesses.
As a result of this material
weakness, our management concluded that our internal control over financial reporting was not effective as of September 30, 2021 or December
31, 2021.
We may face litigation and other risks as a result of the material
weakness in our internal control over financial reporting.
As a result of the material
weakness identified as of September 30, 2021 and December 31, 2021, the restatement, the change in accounting for the temporary equity,
the resulting material weakness and other matters raised or that may in the future be raised by the SEC, we face potential for litigation
or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other
claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our
financial statements. As of the date of this Annual Report, we have no knowledge of any such litigation or dispute. However, we can provide
no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not,
could have a material adverse effect on our business, results of operations and financial condition or our ability to complete the Proposed
Transaction or another Initial Business Combination.
If
third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received
by stockholders may be less than $10.00 per share.
Our
placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all
vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders,
such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims
against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim
against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims
to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter
into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would
be significantly more beneficial to us than any alternative.
Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption
of our Public Shares, if we are unable to complete the Proposed Transaction or another Initial Business Combination within the prescribed
timeframe, or upon the exercise of a redemption right in connection with the Proposed Transaction or another Initial Business Combination,
we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years
following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per
share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter agreement, which is filed with this
Annual Report, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered
or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality
or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00
per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust
Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability
will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies
held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters
of the Public Offering against certain liabilities, including liabilities under the Securities Act. FaZe has executed a waiver of any
all rights to the monies in the Trust Account. However, we have not asked our Sponsor to reserve for such indemnification obligations,
nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our
Sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our Sponsor would be able to satisfy
those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims
by vendors and prospective target businesses.
Our
directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in
the Trust Account available for distribution to our public stockholders.
In
the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per
share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions
in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that
it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent
directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.
While
we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary
duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent
directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not
likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account
available for distribution to our public stockholders may be reduced below $10.00 per share.
If,
after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be
exposed to claims of punitive damages.
If,
after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy
court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached
its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by
paying public stockholders from the Trust Account prior to addressing the claims of creditors.
If,
before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our
stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be
reduced.
If,
before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy
law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.
To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders
in connection with our liquidation may be reduced.
If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our Initial Business Combination.
If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
| ● | restrictions
on the nature of our investments; and |
| ● | restrictions
on the issuance of securities, each of which may make it difficult for us to complete our
Initial Business Combination. |
In
addition, we may have imposed upon us burdensome requirements, including:
| ● | registration
as an investment company; |
| ● | adoption
of a specific form of corporate structure; and |
| ● | reporting,
record keeping, voting, proxy and disclosure requirements and other rules and regulations. |
In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities
do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our
total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete
an Initial Business Combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to
buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to
be a passive investor.
We
do not believe that our principal activities subject us to the Investment Company Act. To this end, the proceeds held in
the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of
the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust
agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these
instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and
selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company”
within the meaning of the Investment Company Act. Our securities are not intended for persons who are seeking a return on investments
in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to
occur of: (i) the completion of our Initial Business Combination, including the Proposed Transaction; (ii) the redemption of any Public
Shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify
the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete the Proposed Transaction or another
Initial Business Combination within the allotted time; or (iii) absent an Initial Business Combination by February 23, 2023, our return
of the funds held in the Trust Account to our public stockholders as part of our redemption of the Public Shares. If we do not invest
the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the
Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted
funds and may hinder our ability to complete the Proposed Transaction or another Initial Business Combination or may result in our liquidation.
If we are unable to complete the Proposed Transaction or another Initial Business Combination, our public stockholders may receive only
approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire
worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares.
See “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share
redemption amount received by stockholders may be less than $10.00 per share” and other risk factors herein.
Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability
to negotiate and complete our Initial Business Combination and results of operations.
We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with
certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time
consuming and costly.
Those
laws and regulations and their interpretation and application may also change from time to time and those changes could have a material
adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations,
as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete the
Proposed Transaction or another Initial Business Combination and results of operations.
Our
stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.
Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by
them in a dissolution. The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our Public
Shares in the event we do not complete the Proposed Transaction or another Initial Business Combination by February 23, 2023 may be considered
a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL
intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party
claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional
150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a
liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to
the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is
our intention to redeem our Public Shares as soon as reasonably possible following February 23, 2023 in the event we do not complete
the Proposed Transaction or another Initial Business Combination and, therefore, we do not intend to comply with the foregoing procedures.
Because
we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such
time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within
the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations
are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such
as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the
DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro
rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after
the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought
against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but
no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion
of our Trust Account distributed to our public stockholders upon the redemption of our Public Shares in the event we do not complete
the Proposed Transaction or another Initial Business Combination by February 23, 2023 is not considered a liquidating distribution under
Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a
party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations
for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of
a liquidating distribution.
We
may not hold an annual meeting of stockholders until after the consummation of our Initial Business Combination, which could delay the
opportunity for our stockholders to elect directors.
In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one full
year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to
hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made
by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation
of our Initial Business Combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting.
Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our Initial Business Combination, they
may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c)
of the DGCL.
If
we do not complete the Proposed Transaction with FaZe, when we look for an alternate business combination target we will not be limited
to evaluating a target business in a particular industry sector, and stockholders will be unable to ascertain the merits or risks of
any particular target business’s operations.
We
may pursue business combination opportunities in any industry or geographic region, except that we will not, under our amended and restated
certificate of incorporation, be permitted to effectuate our Initial Business Combination with another blank check company or similar
company with nominal operations. We intend to complete the Proposed Transaction with FaZe, and accordingly may be affected by numerous
risks inherent in FaZe’s business operations and industry, which are described in detail in the Registration Statement on Form S-4
filed with the SEC on January 7, 2022 (File No. 333-262047). If we do not complete the Proposed Transaction with FaZe but complete another
Initial Business Combination, we may be affected by numerous risks relating to the target with which we combine. For example, if we combine
with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks
inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors
will endeavor to evaluate the risks inherent in a particular target business, and have done so in connection with the Proposed Transaction,
we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time
to complete due diligence. Furthermore, some of these risks may be outside of our control. We also cannot assure you that an investment
in our Public Units, Public Shares or Public Warrants will ultimately prove to be more favorable to investors than a direct investment,
if such opportunity were available, in FaZe or another business combination target. Accordingly, any stockholders who choose to remain
stockholders following our Initial Business Combination could suffer a reduction in the value of their securities. Such stockholders
are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the
breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring
a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the Initial Business
Combination contained an actionable material misstatement or material omission.
Although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
enter into our Initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target
business with which we enter into our Initial Business Combination may not have attributes entirely consistent with our general criteria
and guidelines.
Although
we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that FaZe or another
target business with which we enter into our Initial Business Combination will not have some or all of these attributes. If we complete
our Initial Business Combination with a target that does not meet some or all of these guidelines, such combination may not be as successful
as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective
Initial Business Combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may
exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires
us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law,
or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder
approval of our Initial Business Combination if the target business does not meet our general criteria and guidelines. If we are unable
to complete the Proposed Transaction or another Initial Business Combination, our public stockholders may receive only approximately
$10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless. In
certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “—
If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount
received by stockholders may be less than $10.00 per share” and other risk factors herein.
We
may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue,
cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.
To
the extent we complete our Initial Business Combination with a financially unstable business or an entity lacking an established record
of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These
risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors
will endeavor to evaluate the risks inherent in a particular target business, and they have done so in connection with the Proposed Transaction,
we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete
due diligence. Furthermore, some of these risks may be outside of our control.
We
are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently,
stockholders may have no assurance from an independent source that the price we are paying for the business is fair to our company from
a financial point of view.
Unless
we complete our Initial Business Combination with an affiliated entity, we are not required to obtain an opinion from an independent
investment banking firm or from an independent valuation or appraisal firm that regularly prepares fairness opinions that the price we
are paying is fair to our company from a financial point of view. No such opinion was required or obtained in connection with the Proposed
Transaction.
In
addition, if our board of directors is not able to determine the fair market value of the target business or businesses, in connection
with Nasdaq rules that require that our Initial Business Combination must occur with one or more operating businesses or assets with
a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working
capital purposes and taxes), we will obtain an opinion from an independent investment banking firm or from an independent valuation or
appraisal firm that regularly prepares fairness opinions solely with respect to the satisfaction of such criteria. No such opinion was
required or obtained in connection with the Proposed Transaction.
Other
than the two circumstances described above, we are not required to obtain an opinion from an independent investment banking firm or from
an independent valuation or appraisal firm. If no opinion is obtained, as with the Proposed Transaction, our stockholders will be relying
on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial
community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related
to our Initial Business Combination.
We
will issue additional common stock and may issue additional preferred stock to complete the Proposed Transaction and may issued
additional common stock or preferred stock to complete another Initial Business Combination or under an employee incentive plan
after completion of our Initial Business Combination. We may also issue shares of Class A common stock upon the conversion of the
Class B common stock at a ratio greater than one-to-one at the time of our Initial Business Combination, as a result of the
anti-dilution provisions contained in our amended and restated certificate of incorporation. Any such issuances would dilute the
interest of our stockholders and likely present other risks.
Our
amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, par
value $0.0001 per share, 10,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred
stock, par value $0.0001 per share. There are 82,230,000 and 5,687,500 authorized but unissued shares of Class A common stock and
Class B common stock, respectively, available for issuance, which amounts do not take into account the shares of Class A common stock
reserved for issuance upon exercise of outstanding Warrants or the shares of Class A common stock issuable upon conversion of
Class B common stock, the shares of Class A common stock to be issued in the Proposed Transaction or the shares of Class A common
stock to be issued in the PIPE Investment. Shares of Class B common stock are convertible into shares of our Class A common stock
initially at a one-for-one ratio but subject to adjustment as set forth herein, including in certain circumstances in which we issue
Class A common stock or equity-linked securities related to our Initial Business Combination, including the Proposed
Transaction.
We
will issue a substantial number of additional shares of common, and may issue additional shares of preferred stock, to complete the Proposed
Transaction and under an employee incentive plan after completion of the Proposed Transaction. If we do not complete the Proposed Transaction
and instead complete an alternate Initial Business Combination, we may issue a substantial number of additional shares of common or preferred
stock to complete such other Initial Business Combination or under an employee incentive plan after completion of such other Initial
Business Combination. We may also issue shares of Class A common stock upon conversion of the Class B common stock at a ratio greater
than one-to-one at the time of our Initial Business Combination as a result of the anti-dilution provisions contained in our amended
and restated certificate of incorporation. However, our amended and restated certificate of incorporation provides, among other things,
that prior to our Initial Business Combination, we may not issue additional shares of capital stock that would entitle the holders thereof
to (i) receive funds from the Trust Account or (ii) vote on any Initial Business Combination. These provisions of our amended and restated
certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with the approval
of our stockholders. However, our executive officers, directors and director nominees have agreed, pursuant to a written agreement with
us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing
of our obligation to redeem 100% of our Public Shares if we do not complete the Proposed Transaction or another Initial Business Combination
by February 23, 2023 unless we provide our public stockholders with the opportunity to redeem their Public Shares upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares.
The
issuance of additional shares of common or preferred stock:
| ● | may
significantly dilute the equity interest of investors; |
| ● | may
subordinate the rights of holders of common stock if preferred stock is issued with rights
senior to those afforded our common stock; |
| ● | could
cause a change of control if a substantial number of shares of our common stock are issued,
which may affect, among other things, our ability to use our net operating loss carry forwards,
if any, and could result in the resignation or removal of our present officers and directors;
and |
| ● | may
adversely affect prevailing market prices for our units, Class A common stock and/or
Warrants. |
We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete an Initial Business Combination, which may
adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.
Although
we have no commitments as of December 31, 2021 to issue any notes or other debt securities, and do not intend to do so in connection
with the Proposed Transaction, we may choose to incur substantial debt to complete our Initial Business Combination. We have agreed that
we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind
in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per-share amount available for redemption
from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
| ● | default
and foreclosure on our assets if our operating revenues after the Proposed Transaction or
another Initial Business Combination are insufficient to repay our debt obligations; |
| ● | acceleration
of our obligations to repay the indebtedness even if we make all principal and interest payments
when due if we breach certain covenants that require the maintenance of certain financial
ratios or reserves without a waiver or renegotiation of that covenant; |
| ● | our
immediate payment of all principal and accrued interest, if any, if the debt security is
payable on demand; |
| ● | our
inability to obtain necessary additional financing if the debt security contains covenants
restricting our ability to obtain such financing while the debt security is outstanding; |
| ● | our
inability to pay dividends on our common stock; |
| ● | using
a substantial portion of our cash flow to pay principal and interest on our debt, which will
reduce the funds available for dividends on our common stock if declared, our ability to
pay expenses, make capital expenditures and acquisitions, and fund other general corporate
purposes; |
| ● | limitations
on our flexibility in planning for and reacting to changes in our business and in the industry
in which we operate; |
| ● | increased
vulnerability to adverse changes in general economic, industry and competitive conditions
and adverse changes in government regulation; |
| ● | limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, and execution of our strategy; and |
| ● | other
disadvantages compared to our competitors who have less debt. |
We
may only be able to complete one Initial Business Combination with the proceeds of our Public Offering and the sale of the Private Placement
Units, which will cause us to be solely dependent on a single business which may have a limited number of services and limited operating
activities. This lack of diversification may negatively impact our operating results and profitability.
Of
the net proceeds from our Public Offering and the sale of the Private Placement Units, only $5,200,000 was initially available outside
of our Trust Account to complete our Initial Business Combination and pay related fees and expenses.
Although
the Merger Agreement contemplates an Initial Business Combination with a single target business, FaZe, if we do not complete the Proposed
Transaction we may effectuate our Initial Business Combination with a single target business or multiple target businesses simultaneously
or within a short period of time. However, we may not be able to effectuate our Initial Business Combination with more than one target
business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file
pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as
if they had been operated on a combined basis. By completing the Proposed Transaction or another Initial Business Combination with only
FaZe or another single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments.
Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike
other entities which may have the resources to complete several business combinations in different industries or different areas of a
single industry. Accordingly, the prospects for our success may be:
| ● | solely
dependent upon the performance of a single business, property or asset, or |
| ● | dependent
upon the development or market acceptance of a single or limited number of products, processes
or services. |
This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial
adverse impact upon the particular industry in which we may operate subsequent to the Proposed Transaction or other Initial Business
Combination.
If
we do not complete the Proposed Transaction, we may attempt to simultaneously complete Initial Business Combinations with multiple prospective
targets, which may hinder our ability to complete our Initial Business Combination and give rise to increased costs and risks that could
negatively impact our operations and profitability.
If
we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make
it more difficult for us, and delay our ability, to complete our Initial Business Combination. We do not, however, intend to purchase
multiple businesses in unrelated industries in conjunction with our Initial Business Combination. With multiple business combinations,
we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence
investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations
and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks,
it could negatively impact our profitability and results of operations.
We
are attempting to complete our the Proposed Transaction with FaZe, a private company, and if we do not complete the Proposed Transaction,
we may attempt to complete another Initial Business Combination with a different private company, about which little information is available,
which may result in an Initial Business Combination with FaZe or another company that is not as profitable as we suspected, if at all.
We
are attempting to complete the Proposed Transaction with FaZe, a privately held company. In pursuing our business combination strategy
if we do not completed the Proposed Transaction, we may seek to effectuate another Initial Business Combination with a different privately
held company. Very little public information generally exists about private companies, and we could be required to make our decision
on whether to pursue a potential Initial Business Combination on the basis of limited information, which may result in an Initial Business
Combination with FaZe or another company that is not as profitable as we suspected, if at all.
We
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete
an Initial Business Combination with which a substantial majority of our stockholders do not agree.
Our
amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event
will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, the Proposed
Transaction does, and any other proposed Initial Business Combination may, impose a minimum cash requirement for: (i) cash consideration
to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention
of cash to satisfy other conditions. Nevertheless, we may be able to complete the Proposed Transaction or another Initial Business Combination
even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their Public Shares.
Similarly, if we seek stockholder approval of the Proposed Transaction (as we expect to do) or another Initial Business Combination and
do not conduct redemptions pursuant to the tender offer rules, we may enter into privately negotiated agreements with public stockholders
to sell their shares to our Sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration
we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash
conditions pursuant to the terms of the Proposed Transaction or such other proposed Initial Business Combination exceed the aggregate
amount of cash available to us, and if the minimum cash condition is not waived by our target, we will not complete the Proposed Transaction
or other Initial Business Combination or redeem any Public Shares, all Public Shares submitted for redemption will be returned to the
holders thereof, and we instead may search for an alternate Initial Business Combination.
In
order to effectuate an Initial Business Combination, blank check companies have, in the recent past, amended various provisions of their
charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our
amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete the
Proposed Transaction or another Initial Business Combination that our stockholders may not support.
In
order to effectuate an Initial Business Combination, blank check companies have, in the recent past, amended various provisions of their
charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the
definition of business combination, increased redemption thresholds and extended the time to consummate an Initial Business Combination
and, with respect to their Warrants, amended their warrant agreements to require the Warrants to be exchanged for cash and/or other securities.
Amending our amended and restated certificate of incorporation will require the approval of holders of 65% of our common stock. The warrant
agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any
defective provision, and that all other modifications or amendments will require the vote or written consent of the holders of at least
50% of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants,
a majority of the then outstanding Private Placement Warrants. In addition, our amended and restated certificate of incorporation requires
us to provide our public stockholders with the opportunity to redeem their Public Shares for cash if we propose an amendment to our amended
and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our Public Shares if
we do not complete our Initial Business Combination by February 23, 2023. To the extent any such amendments would be deemed to fundamentally
change the nature of any securities offered in the Public Offering, we would register, or seek an exemption from registration for, the
affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate
an Initial Business Combination in order to effectuate our Initial Business Combination.
The
provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding
provisions of the agreement governing the release of funds from our Trust Account), including an amendment to permit us to withdraw funds
from the Trust Account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced
or eliminated, may be amended with the approval of holders of 65% of our common stock, which is a lower amendment threshold than that
of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation
and the trust agreement to facilitate the completion of an Initial Business Combination that some of our stockholders may not support.
Our
amended and restated certificate of incorporation provides that any of its provisions related to pre-Initial Business Combination activity
(including the requirement to deposit proceeds of the Public Offering and the private placement of Private Placement Units into the Trust Account and not
release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein and
including to permit us to withdraw funds from the Trust Account such that the per share amount investors will receive upon any redemption
or liquidation is substantially reduced or eliminated) may be amended if approved by holders of 65% of our common stock entitled to vote
thereon, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if
approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate
of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable
provisions of the DGCL or applicable stock exchange rules. We may not issue additional securities that can vote on amendments to our
amended and restated certificate of incorporation. Our Sponsor, who beneficially owns approximately 21.9% of our common stock, will participate
in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote
in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation
which govern our pre-Initial Business Combination behavior more easily than some other blank check companies, and this may increase our
ability to complete an Initial Business Combination with which you do not agree. Our stockholders may pursue remedies against us for
any breach of our amended and restated certificate of incorporation.
Our
Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our
amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our Public Shares
if we do not complete the Proposed Transaction or another Initial Business Combination by February 23, 2023 unless we provide our public
stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, divided by the number of then outstanding Public Shares. These
agreements are contained in a letter agreement that we have entered into with our Sponsor, officers and directors. Our stockholders are
not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against
our Sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our stockholders would
need to pursue a stockholder derivative action, subject to applicable law.
Our
Sponsor may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
Our
Sponsor owns Founder Shares and Private Placement Shares representing approximately 21.9% of our issued and outstanding shares of common
stock. Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you
do not support, including amendments to our amended and restated certificate of incorporation and approval of major corporate transactions,
including the Proposed Transaction. If our Sponsor purchases any additional shares of common stock in the aftermarket or in privately
negotiated transactions, this would increase their control. Factors that would be considered in making such additional purchases would
include consideration of the current trading price of our Class A common stock. In addition, our board of directors, whose members were
elected by our Sponsor, is divided into two classes, each of which, other than the initial term, will generally serve for a term of two
years with only one class of directors being elected in each year. We may not hold an annual meeting of stockholders to elect new directors
prior to the completion of our Initial Business Combination, in which case all of the current directors will continue in office until
at least the completion of the Proposed Transaction or another Initial Business Combination. If there is an annual meeting, as a consequence
of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our
Sponsor, because of its ownership position, will have considerable influence regarding the outcome. Accordingly, our Sponsor will continue
to exert control at least until the completion of the Proposed Transaction or another Initial Business Combination.
Because
we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
Initial Business Combination with some prospective target businesses.
The
federal proxy rules require that the proxy statement with respect to the vote on the Proposed Transaction or any other Initial Business
Combination include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure
in connection with our tender offer documents, whether or not they are required under the tender offer rules. In the case of FaZe, these
financial statement are, and in the case of any other target company, these financial statements may be required to be prepared in accordance
with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial
reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances. In the case of
FaZe, the historical financial statements are required, and in the case of any other target business, the historical financial statements
may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB.
These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable
to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete the
Proposed Transaction or another Initial Business Combination within the prescribed time frame.
Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our the Proposed Transaction or another Initial
Business Combination, require substantial financial and management resources, and increase the time and costs of completing the Proposed
Transaction or another Initial Business Combination.
Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report
on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated
filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting
firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company,
we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control
over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act
particularly burdensome on us as compared to other public companies because a target company, such as FaZe, with which we seek to complete
the Proposed Transaction or another Initial Business Combination may not be in compliance with the provisions of the Sarbanes-Oxley Act
regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the
Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Initial Business Combination.
The
Proposed Transaction or another Initial Business Combination and our structure thereafter may not be tax-efficient to our stockholders
and warrant holders. As a result of the Proposed Transaction or such other Initial Business Combination, our tax obligations may be more
complex, burdensome and uncertain.
Although
we have attempted to structure the Proposed Transaction, and would attempt to structure another Initial Business Combination in a tax-efficient
manner, tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may have prioritized or may in the future prioritize commercial
and other considerations over tax considerations. For example, in connection with our Initial Business Combination and subject to any
requisite stockholder approval, we may structure our Initial Business Combination in a manner that requires stockholders and/or warrant
holders to recognize gain or income for tax purposes, effect an Initial Business Combination with a target company in another jurisdiction,
or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business
is located). We do not intend to make any cash distributions to stockholders or warrant holders to pay taxes in connection with the Proposed
Transaction, another Initial Business Combination or thereafter. Accordingly, a stockholder or a warrant holder may need to satisfy any
liability resulting from the Proposed Transaction or such other Initial Business Combination with cash from its own funds or by selling
all or a portion of the shares received. In addition, stockholders and warrant holders may also be subject to additional income, withholding
or other taxes with respect to their ownership of us after the Proposed Transaction or such other Initial Business Combination.
In
addition, we may effect an Initial Business Combination with a target company that has business operations outside of the United States,
and possibly, business operations in multiple jurisdictions. If we effect such an Initial Business Combination, we could be subject to significant income, withholding and other tax obligations in a number of jurisdictions with respect
to income, operations and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings in other
jurisdictions, we may have a heightened risk related to audits or examinations by U.S. federal, state, local and non-U.S. taxing authorities.
This additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition.
Changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and
complete the Proposed Transaction or another Initial Business Combination.
In
recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways
adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the
premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These
trends may continue into the future.
The
increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive
for us to negotiate the Proposed Transaction or another Initial Business Combination. In order to obtain directors and officers liability
insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater
expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could
have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.
In
addition, even after we complete the Proposed Transaction or another Initial Business Combination, our directors and officers
could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the Proposed Transaction
or other Initial Business Combination. As a result, in order to protect our directors and officers, the post-business combination entity
may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off
insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate
the Proposed Transaction or another Initial Business Combination on terms favorable to our investors.
Risks
Relating to the Post-Business Combination Company
Subsequent
to the completion of the Proposed Transaction or another Initial Business Combination, we may be required to take write-downs or write-offs,
restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations
and our stock price, which could cause you to lose some or all of your investment.
Even
if we conduct extensive due diligence on a target business with which we combine, as we have done on FaZe in connection with the Proposed
Transaction, we cannot assure you that this diligence will surface all material issues that may be present inside FaZe or another target
business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside
of FaZe’s, another target business’s and outside of our control will not later arise. As a result of these factors, we may
be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result
in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known
risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items
and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market
perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which
we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to
partially finance the Proposed Transaction or other Initial Business Combination. Accordingly, any stockholders who choose to remain
stockholders following the Proposed Transaction or other Initial Business Combination could suffer a reduction in the value of their
shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the
reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able
to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating
to the Proposed Transaction or such other Initial Business Combination constituted an actionable material misstatement or omission.
Resources
could be wasted in researching Initial Business Combinations, such as the Proposed Transaction, that are not completed, which could materially
adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete the Proposed
Transaction or another Initial Business Combination, our public stockholders may receive only approximately $10.00 per share, or less
than such amount in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.
We
anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys, consultants and others. If we decide not to complete the Proposed Transaction or another Initial Business Combination, the
costs incurred up to that point for such transaction likely would not be recoverable. We may fail to complete the Proposed Transaction
for any number of reasons including those beyond our control. Furthermore, if we reach an agreement relating to a different specific
target business, we may fail to complete our Initial Business Combination with that business for any number of reasons including those
beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect
subsequent attempts to locate and acquire or merge with another business. If we are unable to complete the Proposed Transaction or another
Initial Business Combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account that
are available for distribution to public stockholders, and our Warrants will expire worthless. See “— If third parties
bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders
may be less than $10.00 per share” and other risk factors herein.
Our
ability to successfully effect the Proposed Transaction or another Initial Business Combination and to be successful thereafter will
be totally dependent upon the efforts of our key personnel, some of whom may join us following the Proposed Transaction or such other
Initial Business Combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination
business.
Our
ability to successfully effect the Proposed Transaction or another Initial Business Combination is dependent upon the efforts of our
key personnel. Although some of our key personnel may remain with FaZe as a part of its board of directors following the Proposed Transaction,
and if we complete an alternate Initial Business Combination some of our key personnel may remain with such other target business in
senior management or advisory positions following the other Initial Business Combination, it is likely that some or all of the management
of FaZe, or such other target business, will remain in place. While we intend to closely scrutinize any individuals we employ after the
Proposed Transaction or such other Initial Business Combination, we cannot assure you that our assessment of these individuals will prove
to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause
us to have to expend time and resources helping them become familiar with such requirements. In addition, the officers and directors
of FaZe, or such other Initial Business Combination candidate, may resign upon completion of the Proposed Transaction or such other Initial
Business Combination. The departure of FaZe’s or such other Initial Business Combination target’s key personnel could negatively
impact the operations and profitability of our post-combination business. If we do not complete the Proposed Transaction, the role of
another Initial Business Combination candidate’s key personnel upon the completion of such other Initial Business Combination cannot
be ascertained at this time. Although we contemplate that certain members of an Initial Business Combination candidate’s management
team will remain associated with such other Initial Business Combination candidate following such other Initial Business Combination,
it is possible that members of the management of such other Initial Business Combination candidate will not wish to remain in place.
The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
Our
key personnel may negotiate employment or consulting agreements with FaZe or another target business in connection with the Proposed
Transaction or another Initial Business Combination. These agreements may provide for them to receive compensation following the Proposed
Transaction or such other Initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether
the Proposed Transaction or such other Initial Business Combination is the most advantageous.
Our
key personnel may be able to remain with the company after the completion of the Proposed Transaction or another Initial Business Combination
only if they are able to negotiate employment or consulting agreements in connection with the Proposed Transaction or such other Initial
Business Combination. Such negotiations would take place simultaneously with the negotiation and consummation of the Proposed Transaction
or such other Initial Business Combination and could provide for such individuals to receive compensation in the form of cash payments
and/or our securities for services they would render to us after the completion of the Proposed Transaction or such other Initial Business
Combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting FaZe
or another target business. However, we believe the ability of such individuals to remain with us after the completion of the Proposed
Transaction or such other Initial Business Combination will not be the determining factor in our decision as to whether or not we will
proceed with the Proposed Transaction or such other Initial Business Combination. There is no certainty, however, that any of our key
personnel will remain with us after the completion of the Proposed Transaction or another Initial Business Combination. We cannot assure
you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any
of our key personnel will remain with us will be made at the time of the Proposed Transaction or such other Initial Business Combination.
We
may have a limited ability to assess the management of FaZe or another prospective target business and, as a result, may effect the Proposed
Transaction or another Initial Business Combination with a target business whose management may not have the skills, qualifications or
abilities to manage a public company, which could, in turn, negatively impact the value of our stockholders’ investment in us.
When
evaluating the desirability of effecting the Proposed Transaction or another Initial Business Combination with a prospective target business,
our ability to assess FaZe’s or such other target business’s management may be limited due to a lack of time, resources or
information. Our assessment of the capabilities of FaZe’s or such other target business’s management, therefore, may prove
to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should FaZe’s or such other
target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations
and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders who choose to remain stockholders
following the Proposed Transaction or other Initial Business Combination could suffer a reduction in the value of their securities. Such
stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction
was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully
bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the Proposed
Transaction or other Initial Business Combination contained an actionable material misstatement or material omission.
Our
management may not be able to maintain control of FaZe after the Proposed Transaction or a different target business following another
Initial Business Combination.
Although
the Proposed Transaction is structured so that the post-transaction company in which our public stockholders own shares will own 100%
of the equity interests of the target, if we do not complete the Proposed Transaction, we may structure another Initial Business Combination
so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets
of a target business, but we will only complete such other Initial Business Combination if the post-transaction company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction
that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders
prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations
ascribed to the target and us in the Initial Business Combination. For example, we could pursue a transaction in which we issue a substantial
number of new shares of common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire
a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders
immediately prior to such transaction could own less than a majority of our outstanding voting securities subsequent to such transaction.
In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger
share of the Company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not
maintain control of the target business. If the Proposed Transaction is completed, our stockholders immediately prior to such transaction
will own less than a majority of the post-business combination entity’s outstanding shares subsequent to such transaction.
Risks
Relating to Acquiring and Operating a Business in Foreign Countries
If
we effect our Initial Business Combination with a company with operations or opportunities outside of the United States we would be subject
to a variety of additional risks that may negatively impact our operations.
If
we effect our Initial Business Combination with a company with operations or opportunities outside of the United States, we would be
subject to any special considerations or risks associated with companies operating in an international setting, including any of the
following:
| ● | higher
costs and difficulties inherent in managing cross-border business operations and complying
with different commercial and legal requirements of overseas markets; |
| ● | rules
and regulations regarding currency redemption; |
| ● | complex
corporate withholding taxes on individuals; |
| ● | laws
governing the manner in which future business combinations may be effected; |
| ● | tariffs
and trade barriers; |
| ● | regulations
related to customs and import/export matters; |
| ● | longer
payment cycles and challenges in collecting accounts receivable; |
| ● | tax
issues, including but not limited to tax law changes and variations in tax laws as compared
to the United States; |
| ● | currency
fluctuations and exchange controls; |
| ● | cultural
and language differences; |
| ● | crime,
strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars; |
| ● | deterioration
of political relations with the United States; and |
| ● | government
appropriations of assets. |
We
may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely
impact our results of operations and financial condition.
Risks
Relating to our Management Team
We
may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
We
have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have
agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against
the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i)
we have sufficient funds outside of the Trust Account or (ii) we consummate the Proposed Transaction or another Initial Business Combination.
Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors
for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against
our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore,
a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our
officers and directors pursuant to these indemnification provisions.
Past
performance by B. Riley Financial, its affiliates and our management team may not be indicative of future performance of an investment
in the Company.
Past
performance by B. Riley Financial, its affiliates and our management team is not a guarantee either (i) of success with respect to any
Initial Business Combination we may consummate, (ii) that FaZe is a suitable candidate for our Initial Business Combination or (iii) if we do
not complete the Proposed Transaction with FaZe, that we will be able to locate a suitable alternate candidate for our Initial Business
Combination. You should not rely on the historical record of our management team’s performance as indicative of our future performance
of an investment in the Company or the returns the Company will, or is likely to, generate going forward.
We
may seek business combination opportunities in industries or sectors which may or may not be outside of our management’s area of
expertise.
We
have and will continue to consider Initial Business Combinations outside of our management’s area of expertise if an Initial Business
Combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for
our Company or we are unable to identify a suitable candidate in our chosen sector after having expended a reasonable amount of time
and effort in an attempt to do so. Although our management will endeavor to evaluate the risks inherent in any particular business combination
candidate, and it has endeavored to do so in connection with the Proposed Transaction, we cannot assure you that we will adequately ascertain
or assess all of the significant risk factors. We also cannot assure you that an investment in our Public Units, Public Shares or Public
Warrants will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were
available, in FaZe or another Initial Business Combination candidate. In the event we elect to pursue an Initial Business Combination
outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation
or operation, and the information contained in this Annual Report regarding the areas of our management’s expertise would not be relevant
to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or
assess all of the significant risk factors. Accordingly, any stockholders who choose to remain stockholders following the Proposed Transaction
or another Initial Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have
a remedy for such reduction in value.
We
are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.
Our
operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe
that our success depends on the continued service of our executive officers and directors, at least until we have completed the Proposed
Transaction or another Initial Business Combination. We do not have an employment agreement with, or key-man insurance on the life of,
any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers
could have a detrimental effect on us.
Our
officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to
how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete the Proposed
Transaction or another Initial Business Combination.
Our
officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest
in allocating their time between our operations, our search for and efforts to complete the Proposed Transaction or another Initial Business
Combination and their other businesses. We do not intend to have any full-time employees prior to the completion of the Proposed Transaction
or another Initial Business Combination. Each of our officers is engaged in other business endeavors for which they may be entitled to
substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs. In particular,
certain of our officers and directors are employed by B. Riley Financial which make investments in securities or other interests of or
relating to companies in industries we are targeted in the Proposed Transaction, or may target for another Initial Business Combination.
Our directors and officers may also serve as officers or board members for other entities. If our officers’ and directors’
other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels,
it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete the Proposed Transaction
or another Initial Business Combination.
Certain
of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities
similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining
to which entity a particular business opportunity should be presented.
Until
we consummate the Proposed Transaction or another Initial Business Combination, we intend to engage in the business of identifying and
combining with one or more businesses.
Our
officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other
entities to which they owe certain fiduciary or contractual duties.
Accordingly,
they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts
may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.
Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to
any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer
of our Company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal
obligation. In addition, our Sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar
to ours or may pursue other business or investment ventures during the period in which we are seeking an Initial Business Combination.
As a result, our Sponsor, officers and directors could have conflicts of interest in determining whether to present business combination
opportunities to us or to any other special purpose acquisition company with which they may become involved. In particular, certain of
our officers and directors are actively engaged in B. Riley Principal 250 Merger Corp., a special purpose acquisition company that completed
its initial public offering on May 11, 2021. B. Riley Principal 250 Merger Corp., like us, may pursue initial business combination targets
in any business or industry and is expected to have a similar window as us in which it may complete its initial business combination.
Any such companies, businesses or investments, including B. Riley Principal 250 Merger Corp., may present additional conflicts of interest
in pursuing an Initial Business Combination.
We believe there are no such corporate opportunities that have not been presented to us as a result of these provisions in our amended
and restated certificate of incorporation. Further, we do not believe that any such potential conflicts would materially affect our ability
to complete the Proposed Transaction or another Initial Business Combination. The determination of whether an opportunity has been expressly
offered to a director of officer solely in his or her capacity as a director or officer of our company will be made based on express
statements by the person offering the opportunity, and if a director or officer is unsure of whether an opportunity was offered in such
capacity, he or she shall seek guidance on such determination from the audit committee of our board of directors. Depending on the facts
or circumstances, there may be challenges in determining whether an opportunity was expressly offered to a director or officer solely
in his or her capacity as a director or officer of our company, and such determinations may not be resolved in our favor, in which case
a potential target business may be presented to another entity prior to its presentation to us.
Our
officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our
interests.
We
have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect
pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or
have an interest. In fact, we may enter into an Initial Business Combination with a target business that is affiliated with our Sponsor,
our directors or officers, although we do not intend to do so, or we may acquire a target business through an Affiliated Joint Acquisition
(as defined below) with one or more affiliates of B. Riley Financial. We do not have a policy that expressly prohibits any such persons
from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have
a conflict between their interests and ours.
If
we do not complete the Proposed Transaction with FaZe, we may engage in an Initial Business Combination with one or more target businesses
that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing holders which may raise
potential conflicts of interest.
In
light of the involvement of our Sponsor, officers and directors with other entities, we may decide to acquire one or more businesses
affiliated with our Sponsors, officers or directors. Our directors also serve as officers and board members for other entities which
may compete with us for Initial Business Combination opportunities. Our Sponsor, officers and directors are not currently pursuing any
specific opportunities for us to complete our Initial Business Combination with any entities with which they are affiliated, and there
have been no discussions concerning an Initial Business Combination with any such entity or entities. Although we will not be specifically
focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such
affiliated entity met our criteria for an Initial Business Combination and such transaction was approved by a majority of our disinterested
directors. Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an
independent accounting firm, regarding the fairness to the Company and our stockholders from a financial point of view of an Initial
Business Combination with one or more domestic or international businesses affiliated with our officers, directors or existing holders,
potential conflicts of interest still may exist and, as a result, the terms of the Initial Business Combination may not be as advantageous
to our public stockholders as they would be absent any conflicts of interest. These risks may become more acute as the 24-month deadline
for the completion of our Initial Business Combination approaches.
We
may acquire a target business through an Affiliated Joint Acquisition with one or more affiliates of B. Riley Financial. This may result
in conflicts of interest as well as dilutive issuances of our securities.
We
may, at our option, pursue an Affiliated Joint Acquisition (as defined below) opportunity with an entity affiliated with B. Riley
Financial. Any such parties would co-invest only if (i) permitted by applicable regulatory and other legal limitations; (ii) we and
B. Riley Financial considered a transaction to be mutually beneficial to us as well as the affiliated entity; and (iii) other
business reasons exist to do so, such as the strategic merits of including such co-investors, the need for additional capital beyond
the amount held in our Trust Account to fund the Initial Business Combination and/or the desire to obtain committed capital for
closing the Initial Business Combination. An Affiliated Joint Acquisition may be effected through a co-investment with us in the
target business at the time of our Initial Business Combination, or we could raise additional proceeds to complete the Initial
Business Combination by issuing to such parties a class of equity or equity-linked securities. Accordingly, such persons or entities
may have a conflict between their interests and ours. In connection with the Proposed Transaction, certain investors related to our
Sponsor agreed to purchase an aggregate of 2,200,000 shares of Class A common stock in the PIPE Investment, for an aggregate
investment of $22,000,000 and, pursuant to the Sponsor Support Agreement, the Sponsor agreed to backstop the PIPE Investment if the
amount in cash actually received by the Company from the PIPE Investment at the closing of the Proposed Transaction is less than
$100,000,000, by committing to purchase that portion of the PIPE Investment not purchased by third party investors to cause the PIPE
Investment actually received by the Company at the closing of the Proposed Transaction to equal $100,000,000. If the Proposed
Transaction is not consummated, such investments will not be made.
In
addition, any specified future issuance in connection with Affiliated Joint Acquisition would trigger the anti-dilution provisions of
our Class B common stock, which, unless waived, would result in an adjustment to the conversion ratio of our Class B common stock such
that our Sponsor and their permitted transferees, if any, would retain their aggregate percentage ownership of Founder Shares at 20%
of the sum of the total number of all shares of common stock outstanding upon completion of the offering excluding Private Placement
Shares underlying the Private Placement Units plus all shares issued in the specified future issuance. Such adjustment was waived in
connection with the Proposed Transaction, but if we seek an alternate Initial Business Combination and if such adjustment is not waived,
the specified future issuance would not reduce the percentage ownership of holders of our Class B common stock, but would reduce the
percentage ownership of holders of our Class A common stock.
Since
our Sponsor, officers and directors will lose their entire investment in us if the Proposed Transaction or another Initial Business Combination
is not completed, a conflict of interest may arise in determining whether a FaZe or another particular business combination target is
appropriate for our Initial Business Combination.
In
connection with our initial formation in June 2020, BRPI subscribed for 4,312,500 Founder Shares for an aggregate purchase price of $25,000.
Subsequently, in June 2020, all of the Founder Shares were contributed the Sponsor. The Founder Shares will be worthless if we do not
complete the Proposed Transaction or another Initial Business Combination. In addition, our Sponsor purchased an aggregate of 520,000
Private Placement Units if the over-allotment option is exercised in full at a price of $10.00 per unit, that will also be worthless
if we do not complete the Proposed Transaction or another Initial Business Combination. The members of our management team and our directors,
together with certain officers of companies affiliated with B. Riley Financial who will assist us in sourcing potential acquisition targets,
have also invested in our Sponsor by subscribing units issued by the Sponsor. Through their investment in the Sponsor, these officers
and directors share in a portion of any appreciation in Founder Shares and Private Placement Units, provided that we successfully complete
the Proposed Transaction or another Initial Business Combination.
Holders
of Founder Shares and Private Placement Shares have agreed (A) to vote any shares owned by them in favor of any Initial Business Combination,
including the Proposed Transaction and (B) not to redeem any Founder Shares or Private Placement Shares in connection with a stockholder
vote to approve a Initial Business Combination, including the Proposed Transaction, or in connection with a tender offer. In addition,
we may obtain loans from our Sponsor, affiliates of our Sponsor or an officer or director. The personal and financial interests of our
officers and directors may influence their motivation in identifying and selecting a target business combination, completing the Proposed
Transaction or another Initial Business Combination and influencing the operation of the business following the Proposed Transaction
or other Initial Business Combination.
The
nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of your Public
Shares upon the consummation of the Proposed Transaction or another Initial Business Combination.
We
offered our Public Units at an offering price of $10.00 per unit and, as of December 31, 2021, the amount in our Trust Account was approximately
$10.00 per Public Share, implying a value of $10.00 per Public Share. However, prior to our Initial Public Offering, our Sponsor
paid a nominal aggregate purchase price of $25,000 for the Founder Shares, or approximately $0.006 per share. In addition, our Sponsor
puchased 520,000 Private Placement Units containing 520,000 Private Placement Shares. As a result, the value of your Public Shares may
be significantly diluted upon the consummation of the Proposed Transaction or another Initial Business Combination, when the Founder
Shares and Private Placement Shares are converted into Public Shares. For example, the following table shows the dilutive effect of the
Founder Shares and Private Placement Shares on the implied value of the Public Shares upon the consummation of the Proposed Transaction
or another Initial Business Combination assuming that our equity value at that time is $172,500,000, which is the amount we would have
for the Proposed Transaction or another Initial Business Combination in the Trust Account assuming no interest is earned on the funds
held in the Trust Account, and no Public Shares are redeemed in connection with the Proposed Transaction or such other Initial Business
Combination, and without taking into account any other potential impacts on our valuation at such time, such as the trading price of
our Public Shares, the business combination transaction costs (including payment of $6,037,500 pursuant to the business combination marketing
agreement), any equity issued or cash paid to FaZe’s or such other target’s sellers or other third parties, or FaZe’s
or such other target’s business itself, including its assets, liabilities, management and prospects, as well as the value of our
Public Warrants and Private Placement Warrants. At such valuation, each of our shares of common stock would have an implied value of
approximately $7.81 per share upon consummation of our Initial Business Combination, which is a 20.0% decrease as compared to the initial
implied value per public share of $10.00.
Public
Shares | |
| 17,250,000 | |
Founder
Shares | |
| 4,312,500 | |
Private
Placement Shares | |
| 520,000 | |
Total
shares | |
| 22,082,500 | |
Total
funds in trust available for Initial Business Combination | |
$ | 172,500,000 | |
Initial
implied value per Public Share | |
$ | 10.00 | |
Approximate
implied value per share upon consummation of Initial Business Combination | |
$ | 7.81 | |
The
value of the Founder Shares and Private Placement Shares following completion of the Proposed Transaction or another Initial Business
Combination is likely to be substantially higher than the price paid for them, even if the trading price of our common stock at such
time is substantially less than $10.00 per share.
Our
Sponsor has invested in us an aggregate of $5,225,000, comprised of the $25,000 purchase price for the Founder Shares and the $5,200,000
purchase price for the Private Placement Units. Assuming a trading price of $10.00 per share upon consummation of the Proposed Transaction
or another Initial Business Combination, the 4,312,500 Founder Shares and 520,000 Private Placement Shares would have an aggregate implied
value of $48,325,000. Even if the trading price of our common stock were as low as $1.09 per share, and the Private Placement Warrants
are worthless, the value of the Founder Shares and Private Placement Shares would be equal to the Sponsor’s initial investment
in us. As a result, our Sponsor is likely to be able to make a substantial profit on its investment in us at a time when our Public
Shares have lost significant value. Accordingly, our management team, which owns interests in our Sponsor, may be more willing to pursue
an Initial Business Combination with a riskier or less-established target business than would be the case if our Sponsor had paid
the same per share price for the Founder Shares as our public shareholders paid for their Public Shares.
Risks
Relating to our Securities
You
will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your
investment, therefore, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.
Our
public stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of
the Proposed Transaction or another Initial Business Combination, and then only in connection with those Public Shares that such stockholder
properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any Public Shares properly submitted
in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing
of our obligation to redeem 100% of our Public Shares if we do not complete the Proposed Transaction or another Initial Business Combination
by February 23, 2023 and (iii) the redemption of our Public Shares if we are unable to complete the Proposed Transaction or another Initial
Business Combination by February 23, 2023, subject to applicable law and as further described herein. In no other circumstances will
a public stockholder have any right or interest of any kind in the Trust Account. Holders of Warrants will not have any right to the
proceeds held in the Trust Account with respect to the Warrants. Accordingly, to liquidate your investment, you may be forced to sell
your Public Shares or Public Warrants, potentially at a loss.
Nasdaq
may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities
and subject us to additional trading restrictions.
Our
securities are listed on Nasdaq. There can be no assurance that our securities will continue to be listed on Nasdaq prior to the Proposed
Transaction or another Initial Business Combination. In order to continue listing our securities on Nasdaq prior to the Proposed Transaction
or another Initial Business Combination, we must maintain certain financial, distribution and stock price levels. Generally, we must
maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally
300 public holders). Additionally, in connection with our Initial Business Combination, including the Proposed Transaction, we will be
required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued
listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our stock price would generally
be required to be at least $4.00 per share, our stockholders’ equity would generally be required to be at least $4.0 million, we
would be required to have a minimum of 300 round lot holders of our securities and we would be required to have a market value of listed
securities of $50.0 million There can be no assurance that we will be able to meet those initial listing requirements at that time.
If
Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material
adverse consequences, including:
| ● | a
limited availability of market quotations for our securities; |
| ● | reduced
liquidity for our securities; |
| ● | a
determination that our Class A common stock is a “penny stock” which will
require brokers trading in our Class A common stock to adhere to more stringent rules
and possibly result in a reduced level of trading activity in the secondary trading market
for our securities; |
| ● | a
limited amount of news and analyst coverage; and |
| ● | a
decreased ability to issue additional securities or obtain additional financing in the future. |
The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as “covered securities.” Because our Public Units, Class A common stock
and Public Warrants are listed on Nasdaq, our Units, Class A common stock and Warrants are covered securities under the statute. Although
the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies
if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of
covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale
of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies
unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in
their states. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject
to regulation in each state in which we offer our securities, including in connection with the Proposed Business Combination or another
Initial Business Combination.
We
have not registered the shares of Class A common stock issuable upon exercise of the Warrants under the Securities Act or any state securities
laws at this time, and such registration may not be in place when an investor desires to exercise Warrants, thus precluding such investor
from being able to exercise its Warrants except on a cashless basis. If the issuance of the shares upon exercise of Warrants is not registered,
qualified or exempt from registration or qualification, the holder of such Warrant will not be entitled to exercise such Warrant and
such Warrant may have no value and expire worthless.
We
have not registered the shares of Class A common stock issuable upon exercise of the Warrants under the Securities Act or any state
securities laws at this time. However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in
no event later than 15 business days after the closing of our Initial Business Combination, including the Proposed Transaction, we
will use our best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares
of Class A common stock issuable upon exercise of the Warrants and thereafter will use our best efforts to cause the same to become
effective within 60 business days following the Proposed Transaction or other Initial Business Combination and to maintain a current
prospectus relating to the Class A common stock issuable upon exercise of the Warrants, until the expiration of the Warrants in
accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any
facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus,
the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.
If the shares issuable upon exercise of the Public Warrants are not registered under the Securities Act, we will be required to
permit holders to exercise their Public Warrants on a cashless basis. However, no Warrant will be exercisable for cash or on a
cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance
of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an
exemption from registration is available. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a
Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under
Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their Warrants to do
so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will
not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best
efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event
will we be required to net cash settle any Warrant, or issue securities or other compensation in exchange for the Warrants in the
event that we are unable to register or qualify the shares underlying the Warrants under applicable state securities laws and there
is no exemption available. If the issuance of the shares upon exercise of the Warrants is not so registered or qualified or exempt
from registration or qualification, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may
have no value and expire worthless. In such event, holders who acquired their Warrants as part of a purchase of Public Units will
have paid the full Public Unit purchase price solely for the shares of Class A common stock included in the Public Units. If and
when the Warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon
exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to
effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the
blue sky laws of the state of residence in those states in which the Warrants were offered by us in the Public Offering. However, there may
be instances in which holders of our Public Warrants may be unable to exercise such Public Warrants but holders of our Private
Placement Warrants may be able to exercise such Private Placement Warrants.
If
warrant holders exercise their Public Warrants on a “cashless basis,” they will receive fewer shares of Class A common
stock from such exercise than if they were to exercise such Public Warrants for cash.
There
are circumstances in which the exercise of the Public Warrants may be required or permitted to be made on a cashless basis. First, if
a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective by
the 60th business day after the closing of the Proposed Transaction or another Initial Business Combination, warrantholders may, until
such time as there is an effective registration statement, exercise Public Warrants on a cashless basis in accordance with Section 3(a)(9)
of the Securities Act or another exemption from registration. Second, if our Class A common stock is at any time of any exercise of a
Public Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their Public Warrants
to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required
to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Third, if we call the Public Warrants
for redemption, our management will have the option to require all holders that wish to exercise Public Warrants to do so on a cashless
basis. In the event of an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the Public Warrants
for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares
of Class A common stock underlying the Public Warrants, multiplied by the excess of the “fair market value” (as defined in
the next sentence) of the Class A common stock over the exercise price of the Public Warrants by (y) the fair market value. The “fair
market value” is the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading
day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to
the holders of Public Warrants, as applicable. As a result, warrant holders would receive fewer shares of Class A common stock from
such exercise than if they were to exercise such Public Warrants for cash.
The
grant of registration rights to our Sponsor, the investors in the PIPE Investment and certain FaZe security holders may make it more
difficult to complete the Proposed Transaction or another Initial Business Combination, and the future exercise of such rights may adversely
affect the market price of our Class A common stock.
Pursuant
to the registration rights agreement entered into concurrently with the issuance and sale of the securities in the Public Offering, our
Sponsor and their permitted transferees can demand that we register the Private Placement Units, the Private Placement Shares, the Private
Placement Warrants, the shares of Class A common stock issuable upon exercise of the Founder Shares and the Private Placement Warrants
held, or to be held, by them and holders of securities that may be issued upon conversion of working capital loans may demand that we
register such Private Placement Units, Private Placement Shares, Private Placement Warrants or the Class A common stock issuable upon
exercise of such Private Placement Warrants. We will bear the cost of registering these securities. The registration and availability
of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class
A common stock.
In
addition, the existence of the registration rights may make the Proposed Transaction or another Initial Business Combination more costly
or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined
entity or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected
when the securities owned by our Sponsor or holders of working capital loans or their respective permitted transferees are registered.
In
connection with the consummation of the Proposed Transaction, the combined company, the Sponsor, our directors and officers, certain
of FaZe’s directors and officers and certain FaZe stockholders will amend and restate the existing registration rights agreement
by and between Sponsor and the Company, dated as of February 18, 2021, and enter into the amended and restated registration rights
agreement. Pursuant to the amended and restated registration rights agreement, following the closing of the Proposed Transaction, the
combined company will be required to register for resale securities held by the holders of registrable securities party thereto. In certain
circumstances, such stockholders can demand up to four underwritten offerings in any 12-month period, and such stockholders will
also be entitled to certain piggyback registration rights. The combined company will bear certain expenses incurred in connection with
the filing of any registration statements pursuant to the amended and restated registration rights agreement.
We
may amend the terms of the Public Warrants with the approval by the holders of at least 50% of the then outstanding Public Warrants.
As a result, the exercise price of Public Warrants could be increased, the exercise period could be shortened and the number of shares
of our Class A common stock purchasable upon exercise of a Public Warrant could be decreased, all without public stockholders’
approval.
Our
Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure
any ambiguity or correct any defective provision, and that all other modifications or amendments will require the vote or written consent
of the holders of at least 50% of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the
Private Placement Warrants, a majority of the then outstanding Private Placement Warrants. Although our ability to amend the terms of
the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments
could be amendments to, among other things, increase the exercise price of the Public Warrants, convert the Public Warrants into cash
or stock, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a Public
Warrant.
A
provision of our warrant agreement may make it more difficult for us to consummate an Initial Business Combination.
Unlike
some blank check companies, if
| (i) | we
issue additional shares of Class A common stock or securities convertible into or exercisable
or exchangeable for shares of Class A common stock for capital raising purposes in connection
with the closing of the Initial Business Combination at a Newly Issued Price of less than
$9.20 per share of Class A common stock; |
| (ii) | the
aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for funding the Initial Business Combination, and |
| (iii) | the
Market Value is below $9.20 per share, |
then
the exercise price of the Warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price,
and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market
Value and the Newly Issued Price. This may make it more difficult for us to consummate an Initial Business Combination with a target
business.
We
may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous to stockholders, thereby making their
Public Warrants worthless.
We
have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a
price of $0.01 per Public Warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per
share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided
certain other conditions are met. If and when the Public Warrants become redeemable by us, we may not exercise our redemption right if
the issuance of shares of common stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable
state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify
such shares of common stock under the blue sky laws of the state of residence in those states in which the Public Warrants were offered
by us in the Public Offering. Redemption of the outstanding Public Warrants could force stockholders (i) to exercise Public Warrants
and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell their Public Warrants at the then-current
market price when you might otherwise wish to hold their Public Warrants or (iii) to accept the nominal redemption price which, at the
time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of their Public
Warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.
Our
Warrants and Founder Shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to
effectuate the Proposed Transaction or another Initial Business Combination.
We
issued Public Warrants to purchase 5,750,000 shares of our Class A common stock as part of the Public Units offered in the Public Offering,
and, simultaneously with the closing of the Public Offering, we issued in a private placement, Private Placement Units which have underlying
Private Placement Warrants to purchase an aggregate of 173,333 shares of Class A common stock at $11.50 per share. Our Sponsor currently
own an aggregate of 4,312,500 Founder Shares. The Founder Shares are convertible into shares of Class A common stock on a one-for-one
basis, subject to adjustment as set forth herein. In addition, if our Sponsor or its affiliates, or any of our officers or directors,
makes any working capital loans, up to $1,500,000 of such loans may be converted into private placement-equivalent units at a price of
$10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units, including as to exercise price,
exercisability and exercise period of the underlying warrants.
To
the extent we issue shares of Class A common stock to effectuate an Initial Business Combination, as we intend to do in connection with
the Proposed Transaction, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise
of these Warrants and conversion rights could make us a less attractive business combination vehicle to a target business. Any such issuance
will increase the number of issued and outstanding shares of our Class A common stock and reduce the value of the shares of Class A common
stock issued to complete the Initial Business Combination. Therefore, our Warrants and Founder Shares may make it more difficult to effectuate
the Proposed Transaction or Initial Business Combination or increase the cost of acquiring FaZe or another target business.
The
Private Placement Units are identical to the Public Units sold in the Public Offering except that the Private Placement Warrants, so
long as they are held by our Sponsor or its permitted transferees, (i) they will not be redeemable by us, (ii) they (including the
Class A common stock issuable upon exercise of these Private Placement Warrants) may not, subject to certain limited exceptions, be
transferred, assigned or sold by our Sponsor until 30 days after the completion of our Initial Business Combination, (iii) they may
be exercised by the holders on a cashless basis, (iv) will be entitled to registration rights and (v) for so long as they are held
by our Sponsor, will not be exercisable more than five years from the commencement of sales of the Public Offering in accordance
with FINRA Rule 5110(g)(8)(A).
Our
warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New
York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Warrants, which
could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
Our
warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating
in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New
York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction,
which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding
the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by
the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum. Any person or entity purchasing or otherwise acquiring any interest in any of our Warrants shall be deemed to have notice of and
to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the
forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District
Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder
shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York
in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.
This
choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for
disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement
inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs
associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition
and results of operations and result in a diversion of the time and resources of our management and board of directors.
There
is currently a limited market for our securities, and subsequent to the completion of the Proposed Transaction or another Business Combination,
the market for our securities, and the public float of those securities, may continue to be limited, which would adversely affect the
liquidity and price of our securities.
There
is currently a limited market for our market for our securities. The price of our securities may vary significantly due to the Potential
Transaction or one or more other potential Initial Business Combinations and general market or economic conditions. Furthermore, an active
trading market for our securities may never develop or, if developed, it may not be sustained.
If,
in connection with the Potential Transaction or another Initial Business Combination, a large number of our public stockholders redeem
their Public Shares for cash, the public float of our securities may be reduced, which could cause significant material adverse consequences
including reduced liquidity for our securities, limited news and analyst coverage, decreased ability to issue additional securities or
obtain additional financing in the future and increased difficulty in obtaining or maintaining the quotation, listing or trading of our
securities on a national securities exchange.
General
Risk Factors
We
are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve
our business objective.
We
are a blank check company incorporated under the laws of the State of Delaware with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability
to achieve our business objective of completing the Proposed Transaction or another Initial Business Combination. Except in connection
with the Proposed Transaction with FaZe, we have no plans, arrangements or understandings with any prospective target business concerning
an Initial Business Combination and may be unable to complete the Proposed Transaction or another Initial Business Combination. If we
fail to complete the Proposed Transaction or another Initial Business Combination, we will never generate any operating revenues.
Our
independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about
our ability to continue as a “going concern.”
On
December 31, 2021, we had cash of $43,324 and working capital deficit of $1,957,395. Further, we have incurred and expect to continue
to incur significant costs in pursuit of our financing and acquisition plans. We cannot assure you that our plans to consummate the Proposed
Transaction or another Initial Business Combination will be successful. These factors, among others, raise substantial doubt about our
ability to continue as a going concern. The financial statements contained elsewhere in this Annual Report do not include any adjustments
that might result from our inability to continue as a going concern.
We
are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure
requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more
difficult to compare our performance with other public companies.
We
are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important.
We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including
if the market value of our Class A common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which
case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find
our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result
of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less
active trading market for our securities and the trading prices of our securities may be more volatile.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such
extended transition period, which means that when a standard is issued or revised and it has different application dates for public or
private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new
or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth
company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of
the potential differences in accountant standards used.
Provisions
in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors
might be willing to pay in the future for our Class A common stock and could entrench management.
Our
amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders
may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors
to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage
transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
We
are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions
may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over
prevailing market prices for our securities.
Provisions
in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors
and officers.
Our
amended and restated certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that
(i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by
any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers
or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv)
any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought
only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware
determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party
does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested
in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have
subject matter jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented
to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency
in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable,
and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although
our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.
Notwithstanding
the foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits
brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder.
Additionally,
unless we consent in writing to the selection of an alternative forum, the federal courts shall be the exclusive forum for the resolution
of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other employees
or agents. Section 22 of the Securities Act, however, created 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. Accordingly, there is uncertainty
as to whether a court would enforce these exclusive forum provisions, and the enforceability of similar choice of forum provisions in
other companies’ charter documents has been challenged in legal proceedings. While the Delaware courts have determined that such
exclusive forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated
in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions.
Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented
to these provisions; however, we note that investors cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.
Although
we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits
to which it applies, the provision may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us
and may have the effect of discouraging lawsuits against our directors and officers.
Cyber
incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of
third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or
to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of
them, could have adverse consequences on our business and lead to financial loss.
We
may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely
impact our results of operations and financial condition.