Filed
by B. Riley Principal 150 Merger Corp. pursuant to
Rule
425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: B. Riley Principal 150 Merger Corp.
Commission
File No.: 001-40083
E-sports
joins the SPAC boom
New York Times (Deal Book)
October
25, 2021
Available
at: https://www.nytimes.com/2021/10/25/business/dealbook/democrats-capital-gains-tax.html?smtyp=cur&smid=tw-dealbook
FaZe
Clan, the e-sports conglomerate, announced today that it will go public by merging with a SPAC, in a deal that values it at
about $1 billion. Founded in 2010, FaZe Clan is an influencer marketing agency, e-commerce company and e-sports team all in one. (The
company’s C.E.O., Lee Trink, once described it as “Dallas Cowboys meets Supreme meets MTV”). It will be one
of the first prominent e-sports companies to go public — and it’s likely to draw attention from the retail traders who helped
fuel the SPAC frenzy.
FaZe
wants to combine sports, media and marketing. Trink is a former Hollywood entertainment manager who worked with Kid Rock. The
company’s 85 influencers, who live together in its California gamer compound, produce viral social media clips, compete
in professional gaming leagues for money and accolades, and foster a devoted fan base. FaZe has built on that following by launching
an online store and branded merchandise and signing advertising deals with the likes of Burger King.
“We
didn’t spend that much time really ideating on a traditional I.P.O. strategy,” Trink said in an interview, noting
that a SPAC deal allows FaZe Clan to talk about future opportunities as it prepares to go public, while a traditional I.P.O. would not.
FaZe, which isn’t profitable, brought in about $38 million in revenue last year and expects to report more than $50 million this
year. Trink said FaZe will use the SPAC to “double down” on content.
“This
is the beginning of gaming’s further ascent into the cultural zeitgeist,” he added.
The $176 billion video game industry exploded during the pandemic, although some worry sales may slow as the pandemic eases.
E-sports is expected to become a billion-dollar business this year; already, the e-sports team Evil Geniuses received an investment
from China’s Fosun Sports Group that valued it at more than $250 million.
Important
Information about the Proposed Business Combination and Where to Find It
In
connection with the proposed Business Combination, B. Riley plans to file a registration statement on Form S-4 (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”), which will include 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, B. Riley will mail the definitive Proxy Statement/Prospectus to holders of B. Riley’s shares
of common stock as of a record date to be established in connection with B. Riley’s solicitation of proxies for the vote by B. Riley
stockholders with respect to the proposed Business Combination and other matters as described in the Proxy Statement/Prospectus. B. Riley
stockholders and other interested persons are urged to read, when available, the preliminary Proxy Statement/Prospectus and 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 B. Riley,
FaZe and the proposed Business Combination. Stockholders will be able to obtain copies of the Proxy Statement/Prospectus and other documents
containing important information about B. Riley, FaZe 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
communication 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 communication 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
B.
Riley and FaZe and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation
of proxies of B. Riley’s stockholders in connection with the proposed Business Combination. Stockholders of B. Riley may obtain more
detailed information regarding the names, affiliations and interests of B. Riley’s and FaZe’s directors and executive officers
in B. Riley’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 when available. Information concerning the interests of B. Riley’s
participants in the solicitation, which may, in some cases, be different than those of B. Riley’s stockholders generally, will be set
forth in the Proxy Statement/Prospectus when it becomes available.
Forward-Looking
Statements
The
information in this communication includes “forward-looking statements” pursuant
to the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other
than statements of present or historical fact included in this communication, regarding
the proposed Business Combination, the ability of the parties to consummate the proposed Business Combination, the benefits and timing
of the proposed Business Combination, as well as the combined company’s strategy, future operations and financial performance, estimated
financial position, estimated revenues and losses, projections of market opportunity and market share, projected costs, prospects, plans
and objectives of management are forward-looking statements. These forward-looking statements generally are identified by the words “budget,”
“could,” “forecast,” “future,” “might,” “outlook,” “plan,” “possible,”
“potential,” “predict,” “project,” “seem,” “seek,” “strive,” “would,”
“should,” “may,” “believe,” “intend,” “expects,” “will,” “projected,”
“continue,” “increase,” and/or similar expressions that concern B. Riley’s or FaZe’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 B. Riley’s and FaZe’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 B.
Riley’s and FaZe’s management and are not predictions of actual performance. Because forward-looking statements are predictions,
projections and other statements about future events that are based on current expectations and assumptions, whether or not identified
in this communication, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. Many factors could cause actual results and condition (financial or otherwise) to differ
materially from those indicated in the forward-looking statements, including but not limited to: (1) the occurrence of any event, change
or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect
to the proposed Business Combination; (2) the outcome of any legal proceedings or other disputes that may be instituted against B. Riley,
FaZe, 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 B. Riley, to satisfy the minimum cash condition following redemptions by B. Riley’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 B. Riley or FaZe 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 B. Riley, FaZe or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the
impact of COVID 19 on B. Riley’s or FaZe’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 B. Riley’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 B. Riley and FaZe. Forward-looking statements speak only as of the date they are made. While FaZe
and B. Riley may elect to update these forward-looking statements at some point in the future, FaZe and B. Riley specifically disclaim
any obligation to do so. These forward-looking statements should not be relied upon as representing FaZe’s and B. Riley’s
assessments as of any date subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
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