Item
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In
connection with the preparation of the financial statements of B. Riley Principal 150 Merger Corp. (the “Company”) for the
quarter ended September 30, 2021, the management of the Company re-evaluated the Company’s application of ASC 480-10-S99-3A to
its accounting classification of the redeemable shares of Class A common stock, par value $0.0001 per share (the “Public Shares”),
issued as part of the units sold in the Company’s initial public offering (the “IPO”) on February 23, 2021. Historically,
a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the
basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001,
as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation,
the Company’s management has determined that the Public Shares include certain provisions that require classification of all of
the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter.
Therefore,
on November 19, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit
Committee”), after consultation with Marcum LLP (“Marcum”), the Company’s independent registered public accounting
firm, concluded that the Company’s previously issued (i) audited balance sheet as of February 23, 2021, as previously restated
in the Company’s Quarterly Report for the quarterly period ended March 31, 2021, filed with the SEC on May 25, 2021, (ii) unaudited
interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021,
filed with the SEC on May 25, 2021, and (iii) unaudited interim financial statements included in the Company’s Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 11, 2021 (collectively, the “Affected Periods”),
should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company intends
to restate its financial statements for the Affected Periods in the Company’s Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2021, to be filed with the SEC on or before November 19, 2021 (the “Third Quarter 10-Q”).
The
Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established
in connection with the IPO (the “Trust Account”).
The
Company’s management has concluded that in light of the classification error described above, a material weakness exists in the
Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.
The Company’s remediation plan with respect to such material weakness will be described in more detail in the Third Quarter 10-Q.
The
Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to
this Item 4.02 with Marcum.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the
use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions.
Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical
financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with
respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form
8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume
any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers
are cautioned not to put undue reliance on forward-looking statements.