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
On June 22,
2022, the following communications were made available by FaZe Clan Inc. on Twitter in connection with the proposed
merger involving B. Riley Principal 150 Merger Corp. and FaZe Clan Inc.
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 with the Securities and Exchange Commission (the “SEC”)
and a definitive proxy statement/prospectus relating to the proposed Business Combination (the “Proxy Statement/Prospectus”).
BRPM will mail the 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 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, 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
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 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
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 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 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 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 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 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 communication. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
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