The proposed business combination, which was announced on October 25 2021 , was unanimously approved by the BRPM Board of Directors and is expected to close early in the second quarter of 2022, subject to approval by BRPM shareholders, an effective registration statement announcement by the Securities and Exchange Commission, and other regulatory and customary closing conditions.
B. Riley Securities, Inc. As a capital markets advisor to BRPM and as sole underwriting agent in 118 million dollars Private placement contingent upon completion of the proposed business combination (“PIPE”). Citi serves as the principal financial advisor to FaZe. M. Klein and Company and Evolution Media Capital act as financial advisors to FaZe.
White & Case serves as legal counsel to BRPM. Skadden, Arps, State, Meagher & Flom LLP acts as legal counsel for FaZe. Will McDermott & Emery act as legal counsel for PIPE’s underwriting agent.
About FaZe Clan
FaZe Clan is a digital lifestyle and media platform rooted in gaming and youth culture, reimagining traditional entertainment for the next generation. Founded in 2010 by a group of online kids, created for Generation Z and Millennials, FaZe Clan currently operates across multiple verticals with transformative content, first-class brand partnerships, and a portfolio of outstanding talent, fashion and consumer products. Reaching more than 350 million followers across social platforms globally, FaZe Clan offers a variety of entertainment that includes vlogs, lifestyle, branded content, game highlights and live streaming of highly competitive gaming tournaments. FaZe Clan’s roster of over 85 influencers consists of content creators, esports professionals, global gamers and a mix of talents that transcend the gaming world, including NFL star Kyler “FaZe K1” Murray and LeBron “FaZe Bronny” James Jr. and Lil Yachty aka “FaZe Boat” and Offset aka FaZe Offset. Its gaming division includes ten competitive esports teams that have won more than 30 world championships. For more information, visit www.fazeclan.com And Investor.fazeclan.com and follow FaZe Clan on Twitter and Instagram, YouTube, TikTok and Twitch.
A BRPM is a special purpose acquisition company formed for the purpose of carrying out a merger, capital exchange, acquisition of assets, stock purchase, reorganization, or similar business combination with one or more companies. BRPM commenced trading on the NASDAQ Stock Exchange on February 19, 2021 After its initial public offering. Its shares of common stock, units and Class A warrants are traded under the bar codes BRPM, BRPMU and BRPMW, respectively. BRPM is sponsored by a subsidiary of B. Riley Financial, Inc. (Nasdaq: RILY).
Important information about the proposed portfolio of works and where to find them
In connection with the proposed business combination, the BRPM has filed a registration statement on Form S-4 (“Registration Statement”) with the Securities and Exchange Commission (“SEC”) which includes the initial proxy statement/prospectus relating to the proposed business combination (“Proxy Statement/Prospectus”). “). After the Securities and Exchange Commission makes the registration statement effective, BRPM will send the final proxy statement/prospectus to holders of BRPM shares of common stock as of the record date to be determined in connection with BRPM’s request for proxies to vote by BRPM shareholders with respect to the proposed business combination and other matters as described in the proxy statement/prospectus. We urge BRPM shareholders and other interested persons to read the preliminary proxy statement/prospectus and, when available, amendments thereto, final proxy statement/prospectus, and the documents incorporated by reference therein, as well as other documents filed with the Securities and Exchange Commission in connection with the Group Proposed works, as this material will contain important information about the BRPM, the FaZe Clan, and the body of proposed works. Shareholders can obtain copies of the proxy statement/prospectus and other documents containing important information about the BRPM, FaZe Clan, and proposed business group filed with the SEC, free of charge, as soon as these documents are available on the website maintained by the SEC and stock exchanges 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, Attn: Daniel Schreibman Tel: (212) 457-3300.
No offer or solicitation
This press release should not constitute a solicitation, consent or authorization in connection with any securities or in connection with a 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 the 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 bid
The BRPM and the FaZe Clan and their respective directors and executives may be deemed, under the rules of the SEC, to be participants in soliciting BRPM shareholder agents in connection with the proposed business combination. BRPM shareholders may obtain more detailed information regarding the names, affiliations and interests of BRPM directors and FaZe Clan directors and executives on a BRPM S-1 Form submitted to the Securities and Exchange Commission (SEC) in connection with the initial public offering, which was declared effective at February 18, 2021 (“Form S-1”) and in the Power of Attorney/Prospectus. Information regarding the interests of BRPM participants in the solicitation, which may, in some cases, be different from those of BRPM shareholders in general, is set out in the proxy statement/prospectus.
The information in this press release includes “forward-looking statements” pursuant to the “safe harbor” provisions of the US Securities Litigation Reform Act of 1995. All statements, other than current or historical statements contained in this press release, are made with respect to the proposed business combination, and the parties’ ability to The completion of the proposed business combination, the merits and timing of the proposed business combination, as well as the combined company’s strategy, future operations, financial performance, estimated financial position, estimated revenue and losses, forecasts of market opportunities and market share, projected costs, expectations, plans and objectives of management are forward-looking statements. These forward-looking statements are generally identified by the words “budget,” “could,” “forecast,” “future,” “may,” “expect,” “plan,” “possible,” “potential,” and “anticipate,” project, “seems,” “seeks,” “seeks,” “will,” “should,” “may,” “believes,” “intends,” “expects,” “will,” “expects,” “continue” and/or “increase” and and/or similar expressions relating to the strategy, plans, or intentions of the BRPM or FaZe Clan, but the absence of these words does not mean that the statement is not forward-looking These statements are made in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on the management of BRPM and FaZe Clan or interpretation of currently available information.
These forward-looking statements are based on various assumptions, whether or not defined here, and on current expectations of BRPM management and FaZe Clan management and are not projections 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: (i) the occurrence of any event, change or other circumstances that could lead to Termination of negotiations and any subsequent definitive agreements in connection with the proposed business combination; (ii) as a result of any legal proceedings or other disputes that may be brought against BRPM, FaZe Clan, the combined company or others; (iii) the inability to complete the proposed body of work due to failure to obtain BRPM shareholder approval, to meet minimum monetary conditions following redemptions by public shareholders of BRPM, to obtain certain governmental and regulatory approvals or to meet other closing conditions; (iv) 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 of no regulatory approvals being obtained or being delayed or being subject to unforeseen conditions that could adversely affect the combined company or the benefits Anticipated business combination proposal; (5) The ability to meet the listing criteria on the Stock Exchange after the completion of the proposed business combination. (6) the risk that the proposed business combination will disrupt the existing plans and operations of the BRPM or FaZe Clan as a result of the announcement and completion of the proposed business combination; (vii) the ability to recognize the expected benefits of the proposed business combination, which may be affected, among other things, by competition, the combined company’s ability to grow and manage growth profitably, and to maintain and retain relationships with customers and suppliers, management, key employees and talent; (8) Costs related to the proposed business combination. (ix) changes in applicable laws or regulations, including changes in domestic and foreign business, market, financial, political and legal conditions; (10) the potential for the BRPM, FaZe Clan, or the combined Company to be adversely affected by other economic, commercial and/or competitive factors; (11) the impact of COVID 19 on the business of the BRPM or FaZe Clan and/or the parties’ ability to complete the proposed body of work; (12) Inability to complete PIPE’s investments in connection with the proposed business combination. and (13) other risks and uncertainties set forth in the BRPM 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 as a guarantee, confirmation, expectation, final statement or probability and should not be relied upon by any investor. Actual events and conditions are difficult or impossible to predict and will differ from assumptions. Many of the actual events and circumstances are beyond the control of the BRPM and FaZe Clan. Forward-looking statements speak only as of the date they are made. While FaZe Clan and BRPM may choose 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 the ratings of FaZe Clan and BRPM as of any date later than the date of this press release. Accordingly, undue reliance should not be placed on forward-looking statements.
For clan FaZe
Investors: Ellipsis, firstname.lastname@example.org
modes: Chelsea Northern chelsey.n Northern@fazeclan.com
Investors: Dan Schreibman email@example.com
modes: Scott Ciancioli , firstname.lastname@example.org
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Source: B. Riley Principal 150 Merger Corp.