B. Riley Principal 150 Merger Corp. (Nasdaq:Â BRPM) (“BRPM”), a particular goal acquisition firm sponsored by an affiliate of B. Riley Monetary, Inc. (Nasdaq: RILY), and FaZe Clan Inc. (“FaZe Clan”), as we speak introduced that the registration assertion on Kind S-4 (the “Registration Assertion”) with respect to the proposed enterprise mixture between BRPM and FaZe Clan (the “Enterprise Mixture”) was declared efficient by the Securities and Change Fee (the “SEC”).
BRPM additionally introduced that it’s going to maintain a Particular Assembly of stockholders at 10:00 AM , New York Metropolis time, on July 15, 2022 . On the assembly, BRPM stockholders will probably be requested to contemplate and vote upon proposals to approve the Enterprise Mixture and associated issues. BRPM stockholders of file as of Could 26, 2022 are eligible to attend and vote on the Particular Assembly. The Particular Assembly will probably be held just about and BRPM stockholders can attend utilizing the digital assembly directions set forth on their proxy playing cards.
The Enterprise Mixture is anticipated to shut shortly after the Particular Assembly, topic to BRPM stockholder approval and the satisfaction or waiver of sure closing situations. Upon closing, BRPM will change its title to FaZe Holdings Inc., and the mixed firm’s widespread inventory is anticipated to be listed on NASDAQ below the ticker image “FAZE”.
“FaZe is on the verge of changing into a publicly traded firm,” stated Lee Trink, Chief Govt Officer of FaZe Clan. “The capital from the Enterprise Mixture will assist us to proceed to develop our model as a frontrunner in esports and the creator economic system, and embrace the appearance of recent digital items and platforms. We stay up for closing the Enterprise Mixture and persevering with to companion with the B. Riley workforce in our journey to the general public market.”
BRPM has filed a definitive proxy assertion/prospectus regarding the proposed Enterprise Mixture with the SEC. The definitive proxy assertion/prospectus accommodates necessary details about BRPM, FaZe Clan and the proposed Enterprise Mixture.
About BRPM
BRPM is a particular goal acquisition firm shaped for the aim of effecting a merger, capital inventory alternate, asset acquisition, inventory buy, reorganization or comparable enterprise mixture with a number of companies. BRPM started buying and selling on the NASDAQ on February 19, 2021 following its preliminary public providing. Its shares of Class A standard inventory, items and warrants commerce below the ticker symbols BRPM, BRPMU and BRPMW, respectively. BRPM is sponsored by an affiliate of B. Riley Monetary, Inc. (Nasdaq: RILY).
About FaZe Clan
FaZe Clan is a digital-native way of life and media platform rooted in gaming and youth tradition, reimagining conventional leisure for the subsequent era. Based in 2010 by a gaggle of youngsters on the web, FaZe Clan was created for and by Gen Z and Millennials, and as we speak operates throughout a number of verticals with transformative content material, tier-one model partnerships, a collective of notable expertise, and style and client merchandise. Reaching over 500 million followers throughout social platforms globally, FaZe Clan delivers all kinds of leisure spanning video blogs, way of life and branded content material, gaming highlights and stay streams of extremely aggressive gaming tournaments. FaZe Clan’s roster of greater than 85 influential personalities consists of partaking content material creators, esports professionals, world-class avid gamers and a mixture of expertise who transcend the world of gaming, together with 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 contains 11 aggressive esports groups who’ve gained over 30 world championships. For extra data, go to www.fazeclan.com , investor.fazeclan.com and comply with FaZe Clan on Twitter , Instagram , YouTube , TikTok , and Twitch .
Essential Details about the Proposed Enterprise Mixture and The place to Discover It
In reference to the proposed enterprise mixture (the “Enterprise Mixture), BRPM has filed a registration assertion on Kind S-4 (the “Registration Assertion”) with the Securities and Change Fee (the “SEC”) and a definitive proxy assertion/prospectus regarding the proposed Enterprise Mixture (the “Proxy Assertion/Prospectus”). BRPM will mail the Proxy Assertion/Prospectus to holders of BRPM’s shares of widespread inventory as of the file date in reference to BRPM’s solicitation of proxies for the vote by BRPM stockholders with respect to the proposed Enterprise Mixture and different issues as described within the Proxy Assertion/Prospectus. BRPM stockholders and different individuals are urged to learn the Proxy Assertion/Prospectus, and paperwork integrated by reference therein, in addition to different paperwork filed with the SEC in reference to the proposed Enterprise Mixture, as these supplies will include necessary details about BRPM, FaZe Clan and the proposed Enterprise Mixture. Stockholders are in a position to receive copies of the Proxy Assertion/Prospectus and different paperwork containing necessary details about BRPM, FaZe Clan and the proposed Enterprise Mixture filed with the SEC, with out cost, on the web site 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 Ground, New York, New York 10171, Consideration: Daniel Shribman , phone: (212) 457-3300.
No Supply or Solicitation
This communication shall not represent a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Enterprise Mixture. This communication shall additionally not represent a proposal to promote or the solicitation of a proposal to purchase any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction by which such supply, solicitation or sale could be illegal previous to registration or qualification below the securities legal guidelines of any such jurisdiction.
Individuals within the Solicitation
BRPM and FaZe Clan and their respective administrators and govt officers, below SEC guidelines, could also be deemed to be individuals within the solicitation of proxies of BRPM’s stockholders in reference to the proposed Enterprise Mixture. Stockholders of BRPM could receive extra detailed data concerning the names, affiliations and pursuits of BRPM’s and FaZe Clan’s administrators and govt officers within the Proxy Assertion/Prospectus. Info regarding the pursuits of BRPM’s individuals within the solicitation, which can, in some circumstances, be completely different than these of BRPM’s stockholders usually, are set forth within the Proxy Assertion/Prospectus.
Ahead-Trying Statements
The knowledge on this communication contains “forward-looking statements” pursuant to the “protected harbor” provisions of america Non-public Securities Litigation Reform Act of 1995. All statements, aside from statements of current or historic reality included on this communication, concerning the proposed Enterprise Mixture, the power of the events to consummate the proposed Enterprise Mixture, the advantages and timing of the proposed Enterprise Mixture, in addition to the mixed firm’s technique, future operations and monetary efficiency, estimated monetary place, estimated revenues and losses, projections of market alternative and market share, projected prices, prospects, plans and targets of administration are forward-looking statements. These forward-looking statements usually are recognized by the phrases “finances,” “may,” “forecast,” “future,” “would possibly,” “outlook,” “plan,” “potential,” “potential,” “predict,” “challenge,” “appear,” “search,” “try,” “would,” “ought to,” “could,” “imagine,” “intend,” “expects,” “will,” “projected,” “proceed,” “enhance,” and/or comparable expressions that concern BRPM’s or FaZe Clan’s technique, plans or intentions, however the absence of those phrases doesn’t imply {that a} assertion shouldn’t be forward-looking. Such statements are made pursuant to the protected harbor provisions of the Non-public Securities Litigation Reform Act of 1995 and are primarily based on the administration of BRPM’s and FaZe Clan’s perception or interpretation of data at the moment obtainable.
These forward-looking statements are primarily based on varied assumptions, whether or not or not recognized herein, and on the present expectations of BRPM’s and FaZe Clan’s administration and aren’t predictions of precise efficiency. As a result of forward-looking statements are predictions, projections and different statements about future occasions which might be primarily based on present expectations and assumptions, whether or not or not recognized on this communication, they’re topic to inherent uncertainties, dangers and adjustments in circumstances which might be troublesome to foretell. Many elements may trigger precise outcomes and situation (monetary or in any other case) to vary materially from these indicated within the forward-looking statements, together with however not restricted to: (1) the prevalence of any occasion, change or different circumstances that might give rise to the termination of negotiations and any subsequent definitive agreements with respect to the proposed Enterprise Mixture; (2) the end result of any authorized proceedings or different disputes that could be instituted in opposition to BRPM, FaZe Clan, the mixed firm or others; (3) the shortcoming to finish the proposed Enterprise Mixture because of the failure to acquire approval of the stockholders of BRPM, to acquire sure governmental and regulatory approvals or to fulfill different situations to closing; (4) adjustments to the proposed construction of the proposed Enterprise Mixture that could be required or acceptable on account of relevant legal guidelines or laws, together with the chance that any regulatory approvals aren’t obtained, are delayed or are topic to unanticipated situations that might adversely have an effect on the mixed firm or the anticipated advantages of the proposed Enterprise Mixture; (5) the power to fulfill inventory alternate itemizing requirements following the consummation of the proposed Enterprise Mixture; (6) the chance that the proposed Enterprise Mixture disrupts present plans and operations of BRPM or FaZe Clan on account of the announcement and consummation of the proposed Enterprise Mixture; (7) the power to acknowledge the anticipated advantages of the proposed Enterprise Mixture, which can be affected by, amongst different issues, competitors, the power of the mixed firm to develop and handle development profitably, preserve relationships with prospects and suppliers and retain its administration, key staff and skills; (8) prices associated to the proposed Enterprise Mixture; (9) adjustments in relevant legal guidelines or laws, together with adjustments in home and international enterprise, market, monetary, political, and authorized situations; (10) the chance that BRPM, FaZe Clan or the mixed firm could also be adversely affected by different financial, enterprise, and/or aggressive elements; (11) the impression of COVID 19 on BRPM’s or FaZe Clan’s enterprise and/or the power of the events to finish the proposed Enterprise Mixture; (12) the shortcoming to finish the PIPE investments in reference to the proposed Enterprise Mixture; and (13) different dangers and uncertainties set forth within the Proxy Assertion/Prospectus regarding the proposed Enterprise Mixture. These forward-looking statements are offered for illustrative functions solely and aren’t supposed to function, and should not be relied on by any investor as, a assure, an assurance, a prediction or a definitive assertion of reality or likelihood. Precise occasions and circumstances are troublesome or not possible to foretell and can differ from assumptions. Many precise occasions and circumstances are past the management of BRPM and FaZe Clan. Ahead-looking statements communicate solely as of the date they’re made. Whereas FaZe Clan and BRPM could elect to replace these forward-looking statements in some unspecified time in the future sooner or later, FaZe Clan and BRPM particularly disclaim any obligation to take action. These forward-looking statements shouldn’t be relied upon as representing FaZe Clan’s and BRPM’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance shouldn’t be positioned upon the forward-looking statements.
Contacts
For FaZe Clan
Traders: Ellipsis, ir@fazeclan.com
Media: Chelsey Northern , chelsey.northern@fazeclan.com
For BRPM
Traders: Dan Shribman , dshribman@brileyfin.com
Media: Jo Anne McCusker , jmccusker@brileyfin.com
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SOURCE B. Riley Principal 150 Merger Corp.; FaZe Clan Inc.