NEW YORK, May 26, 2022 /PRNewswire/ -- B. Riley
Principal 150 Merger Corp. (NASDAQ: BRPM), a publicly traded
special purpose acquisition company ("BRPM") today announced that
its board of directors has set the close of business on
May 26, 2022 as the record
date (the "Record Date") for BRPM's special meeting of its
stockholders to be held to, among other things, vote on the
proposed business combination (the "Business Combination") among
BRPM, FaZe Clan Inc. ("FaZe Clan"), a gaming lifestyle and esports
company, and BRPM Merger Sub, Inc. Stockholders of record as of the
close of business on the record date will be entitled to vote their
shares at the special meeting.
A proxy statement/prospectus relating to this special meeting,
as well as the registration statement of BRPM of which it forms a
part (the "Registration Statement"), has not been declared
effective. Once effective, the proxy statement/prospectus will be
mailed together with a proxy card to BRPM's stockholders and will
include the date, time and location of the special meeting.
Completion of the Business Combination, which is expected to
occur by July 2022, is subject to a
declaration of effectiveness of the Registration Statement that has
been filed with the Securities and Exchange Commission ("SEC"); the
approval of the Business Combination by BRPM's stockholders and
FaZe Clan's stockholders, respectively; and other customary closing
conditions. BRPM's units, Class A common stock and warrants to
purchase Class A common stock currently are listed on the Nasdaq
Capital Market under the symbol "BRPMU", "BRPM" and "BRPMW",
respectively.
Upon completion of the Business Combination, BRPM will change
its name to FaZe Holdings Inc. and shares of its common stock and
public warrants are expected to be listed on the Nasdaq Capital
Market under the ticker symbols "FAZE" and "FAZEW", respectively.
Please see below under "Additional Information and Where to Find
It" for more information about the Registration Statement, and the
accompanying proxy statement/prospectus.
ABOUT FAZE CLAN
FaZe Clan is a digital-native lifestyle and media platform
rooted in gaming and youth culture, reimagining traditional
entertainment for the next generation. Founded in 2010 by a group
of kids on the internet, FaZe Clan was created for and by Gen Z and
Millennials, and today operates across multiple verticals with
transformative content, tier-one brand partnerships, a collective
of notable talent, and fashion and consumer products. Reaching over
500 million followers across social platforms globally, FaZe Clan
delivers a wide variety of entertainment spanning video blogs,
lifestyle and branded content, gaming highlights and live streams
of highly competitive gaming tournaments. FaZe Clan's roster of
more than 85 influential personalities consists of engaging content
creators, esports professionals, world-class gamers and a mix of
talent who go beyond the world of gaming, including NFL star Kyler
"FaZe K1" Murray, Lebron "FaZe Bronny" James Jr., Lil Yachty aka
"FaZe Boat" and Snoop Dogg aka "FaZe Snoop." Its gaming division
includes ten competitive esports teams who have won over 30 world
championships. FaZe Clan recently announced plans to go public
through a merger with B. Riley Principal 150 Merger Corp. (NASDAQ:
BRPM), a special purpose acquisition company. Learn more
at fazeclan.com/public. For more information, visit
www.fazeclan.com, investor.fazeclan.com and follow FaZe
Clan on Twitter, https://www.instagram.com/fazeclan/?hl=en,
YouTube, TikTok, and Twitch.
About BRPM
BRPM is a special purpose acquisition company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. BRPM began trading on the
NASDAQ on February 19, 2021 following
its initial public offering. Its shares of Class A common stock,
units and warrants trade under the ticker symbols BRPM, BRPMU and
BRPMW, respectively. BRPM is sponsored by an affiliate of B. Riley
Financial, Inc. (Nasdaq: RILY).
Important Information about the Proposed Business Combination
and Where to Find It
In connection with the proposed Business Combination, BRPM has
filed a registration statement on Form S-4 (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC")
which includes a preliminary proxy statement/prospectus relating to
the proposed Business Combination (the "Proxy
Statement/Prospectus"). After the Registration Statement is
declared effective by the SEC, BRPM will mail the definitive Proxy
Statement/Prospectus to holders of BRPM's shares of common stock as
of the Record Date in connection with BRPM's solicitation of
proxies for the vote by BRPM stockholders with respect to the
proposed Business Combination and other matters as described in the
Proxy Statement/Prospectus. BRPM stockholders and other interested
persons are urged to read the preliminary Proxy
Statement/Prospectus and, when available, the amendments thereto,
the definitive Proxy Statement/Prospectus, and documents
incorporated by reference therein, as well as other documents filed
with the SEC in connection with the proposed Business Combination,
as these materials will contain important information about BRPM,
FaZe Clan and the proposed Business Combination. Stockholders are
able to obtain copies of the Proxy Statement/Prospectus and other
documents containing important information about BRPM, FaZe Clan
and the proposed Business Combination filed with the SEC, without
charge, once such documents are available on the website maintained
by the SEC at http://www.sec.gov, or by directing a request to: B.
Riley Principal 150 Merger Corp, 299 Park Avenue, 21st Floor,
New York, New York 10171,
Attention: Daniel Shribman,
telephone: (212) 457-3300.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Business Combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants in the Solicitation
BRPM and FaZe Clan and their respective directors and executive
officers, under SEC rules, may be deemed to be participants in the
solicitation of proxies of BRPM's stockholders in connection with
the proposed Business Combination. Stockholders of BRPM may obtain
more detailed information regarding the names, affiliations and
interests of BRPM's and FaZe Clan's directors and executive
officers in BRPM's Form S-1 filed with the SEC relating to its
initial public offering, which was declared effective on
February 18, 2021 ("Form S-1") and in
the Proxy Statement/Prospectus. Information concerning the
interests of BRPM's participants in the solicitation, which may, in
some cases, be different than those of BRPM's stockholders
generally, are set forth in the Proxy Statement/Prospectus.
Forward-Looking Statements
The information in this press release includes "forward-looking
statements" pursuant to the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. All
statements, other than statements of present or historical fact
included in this press release, regarding the proposed Business
Combination, the ability of the parties to consummate the proposed
Business Combination, the benefits and timing of the proposed
Business Combination, as well as the combined company's strategy,
future operations and financial performance, estimated financial
position, estimated revenues and losses, projections of market
opportunity and market share, projected costs, prospects, plans and
objectives of management are forward-looking statements. These
forward-looking statements generally are identified by the words
"budget," "could," "forecast," "future," "might," "outlook,"
"plan," "possible," "potential," "predict," "project," "seem,"
"seek," "strive," "would," "should," "may," "believe," "intend,"
"expects," "will," "projected," "continue," "increase," and/or
similar expressions that concern BRPM's or FaZe Clan's strategy,
plans or intentions, but the absence of these words does not mean
that a statement is not forward-looking. Such statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and are based on the management of
BRPM's and FaZe Clan's belief or interpretation of information
currently available.
These forward-looking statements are based on various
assumptions, whether or not identified herein, and on the current
expectations of BRPM's and FaZe Clan's management and are not
predictions of actual performance. Because forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions, whether or not identified in this press release, they
are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. Many factors could
cause actual results and condition (financial or otherwise) to
differ materially from those indicated in the forward-looking
statements, including but not limited to: (1) the occurrence of any
event, change or other circumstances that could give rise to the
termination of negotiations and any subsequent definitive
agreements with respect to the proposed Business Combination; (2)
the outcome of any legal proceedings or other disputes that may be
instituted against BRPM, FaZe Clan, the combined company or others;
(3) the inability to complete the proposed Business Combination due
to the failure to obtain approval of the stockholders of BRPM, to
satisfy the minimum cash condition following redemptions by BRPM's
public stockholders, to obtain certain governmental and regulatory
approvals or to satisfy other conditions to closing; (4) changes to
the proposed structure of the proposed Business Combination that
may be required or appropriate as a result of applicable laws or
regulations, including the risk that any regulatory approvals are
not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the proposed Business Combination; (5) the
ability to meet stock exchange listing standards following the
consummation of the proposed Business Combination; (6) the risk
that the proposed Business Combination disrupts current plans and
operations of BRPM or FaZe Clan as a result of the announcement and
consummation of the proposed Business Combination; (7) the ability
to recognize the anticipated benefits of the proposed Business
Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management, key employees and talents; (8)
costs related to the proposed Business Combination; (9) changes in
applicable laws or regulations, including changes in domestic and
foreign business, market, financial, political, and legal
conditions; (10) the possibility that BRPM, FaZe Clan or the
combined company may be adversely affected by other economic,
business, and/or competitive factors; (11) the impact of COVID 19
on BRPM's or FaZe Clan's business and/or the ability of the parties
to complete the proposed Business Combination; (12) the inability
to complete the PIPE investments in connection with the proposed
Business Combination; and (13) other risks and uncertainties set
forth in BRPM's Form S-1 and in subsequent filings with the SEC,
including the Proxy Statement/Prospectus relating to the proposed
Business Combination. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of BRPM and FaZe
Clan. Forward-looking statements speak only as of the date they are
made. While FaZe Clan and BRPM may elect to update these
forward-looking statements at some point in the future, FaZe Clan
and BRPM specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing FaZe Clan's and BRPM's assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Contacts
For BRPM
Investors: Dan Shribman,
dshribman@brileyfin.com
Media: Jo Anne McCusker,
press@brileyfin.com
For FaZe Clan
Investors: Ellipsis, ir@fazeclan.com
Media: Chelsey Northern,
chelsey.northern@fazeclan.com | Chloe
Snyder, chloe.snyder@fazeclan.com | Alana Battaglia,
alana.battaglia@fazeclan.com
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SOURCE B. Riley Principal 150 Merger Corp.