UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities
Exchange Act of 1934
(Amendment No. 1)*
FaZe Holdings Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
31423J 102
(CUSIP Number)
Bryant R. Riley
B. Riley Financial, Inc.
11100 Santa Monica Blvd, Suite 800
Los Angeles, CA 90025
(818) 884-3737
Copy to:
Joel L. Rubinstein
Era Anagnosti
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 819-8200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 19, 2022
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ☐
* | The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
1 |
|
NAME OF REPORTING PERSONS
B. Riley Financial, Inc. |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS
AF |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ☐
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
0 |
|
8 |
|
SHARED VOTING POWER
12,279,001(1)(2) |
|
9 |
|
SOLE DISPOSITIVE POWER
0 |
|
10 |
|
SHARED DISPOSITIVE POWER
12,279,001(1)(2) |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,279,001 (1)(2) |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%* |
14. |
|
TYPE OF REPORTING PERSON
HC, CO |
(1) | Includes 156,001 shares of
Common Stock which may be purchased by exercising warrants that become exercisable beginning 30 days after the Closing (as defined in
Item 3 of this Amendment). |
(2) |
Consists of (i) 4,312,500 shares held directly by B. Riley 150 Sponsor Co. LLC (“Sponsor”) and (ii) 7,810,500 shares held directly by B. Riley Principal Investments, LLC (“BRPI”). BRPI is the managing member of Sponsor and is a wholly-owned subsidiary of B. Riley Financial, Inc. (“BRF”). BRPI and BRF have voting and dispositive power over the securities held by the Sponsor. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. As a result, each of BRPI, BRF and Bryant R. Riley may be deemed to indirectly beneficially own the securities directly held by the Sponsor, and each of BRPI, BRF and Bryant R. Riley disclaims beneficial ownership over any securities directly held by the Sponsor other than to the extent of its/his respective pecuniary interest therein, directly or indirectly. BRPI is a wholly-owned subsidiary of BRF. Each of BRF and Bryant R. Riley may be deemed to indirectly beneficially own the securities directly held by BRPI, and each of BRF and Bryant R. Riley disclaims beneficial ownership over any securities directly held by BRPI other than to the extent of its/his respective pecuniary interest therein, directly or indirectly. |
* | Based on 72,506,839 shares of Common Stock outstanding, as
reported on the Issuer’s Current Report on Form 8-K filed on July 22, 2022. |
1 |
|
NAME OF REPORTING PERSONS
B. Riley Principal 150 Sponsor Co., LLC |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS
SC |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ☐
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
0 |
|
8 |
|
SHARED VOTING POWER
4,312,500 |
|
9 |
|
SOLE DISPOSITIVE POWER
0 |
|
10 |
|
SHARED DISPOSITIVE POWER
4,312,500 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,312,500 |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%* |
14. |
|
TYPE OF REPORTING PERSON
OO |
* | Based on 72,506,839 shares
of Common Stock outstanding, as reported on the Issuer’s Current Report on Form 8-K filed on July 22, 2022. |
1 |
|
NAME OF REPORTING PERSONS
B. Riley Principal Investments, LLC |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS
SC, AF, WC |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ☐
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
0 |
|
8 |
|
SHARED VOTING POWER
12,279,001(1)(2) |
|
9 |
|
SOLE DISPOSITIVE POWER
0 |
|
10 |
|
SHARED DISPOSITIVE POWER
12,279,001(1)(2) |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,279,001(1)(2) |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%* |
14. |
|
TYPE OF REPORTING PERSON
OO |
(1) | Includes 156,001 shares of Common
Stock which may be purchased by exercising warrants that become exercisable beginning 30 days after the Closing (as defined in Item 3
of this Amendment). |
(2) |
Consists of (i) 4,312,500 shares held directly by B. Riley 150 Sponsor Co. LLC (“Sponsor”) and (ii) 7,810,500 shares held directly by B. Riley Principal Investments, LLC (“BRPI”). BRPI is the managing member of Sponsor and is a wholly-owned subsidiary of B. Riley Financial, Inc. (“BRF”). BRPI and BRF have voting and dispositive power over the securities held by the Sponsor. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. As a result, each of BRPI, BRF and Bryant R. Riley may be deemed to indirectly beneficially own the securities directly held by the Sponsor, and each of BRPI, BRF and Bryant R. Riley disclaims beneficial ownership over any securities directly held by the Sponsor other than to the extent of its/his respective pecuniary interest therein, directly or indirectly. BRPI is a wholly-owned subsidiary of BRF. Each of BRF and Bryant R. Riley may be deemed to indirectly beneficially own the securities directly held by BRPI, and each of BRF and Bryant R. Riley disclaims beneficial ownership over any securities directly held by BRPI other than to the extent of its/his respective pecuniary interest therein, directly or indirectly. |
* | Based on 72,506,839 shares
of Common Stock outstanding, as reported on the Issuer’s Current Report on Form 8-K filed on July 22, 2022. |
1 |
|
NAME OF REPORTING PERSONS
Bryant R. Riley |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS
AF, PF |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ☐
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
200,000 |
|
8 |
|
SHARED VOTING POWER
12,279,001(1)(2) |
|
9 |
|
SOLE DISPOSITIVE POWER
200,000 |
|
10 |
|
SHARED DISPOSITIVE POWER
12,279,001(1)(2) |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,479,001(1)(2) |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%* |
14. |
|
TYPE OF REPORTING PERSON
IN |
(1) | Includes 156,001 shares of
Common Stock which may be purchased by exercising warrants that become exercisable beginning 30 days after the Closing (as defined in
Item 3 of this Amendment). |
(2) |
Consists of (i) 4,312,500 shares held directly by B. Riley 150 Sponsor Co. LLC (“Sponsor”), (ii) 7,810,500 shares held directly by B. Riley Principal Investments, LLC (“BRPI”), and (iii) 200,000 shares held directly by Bryant R. Riley. BRPI is the managing member of Sponsor and is a wholly-owned subsidiary of B. Riley Financial, Inc. (“BRF”). BRPI and BRF have voting and dispositive power over the securities held by the Sponsor. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. As a result, each of BRPI, BRF and Bryant R. Riley may be deemed to indirectly beneficially own the securities directly held by the Sponsor, and each of BRPI, BRF and Bryant R. Riley disclaims beneficial ownership over any securities directly held by the Sponsor other than to the extent of its/his respective pecuniary interest therein, directly or indirectly. BRPI is a wholly-owned subsidiary of BRF. Each of BRF and Bryant R. Riley may be deemed to indirectly beneficially own the securities directly held by BRPI, and each of BRF and Bryant R. Riley disclaims beneficial ownership over any securities directly held by BRPI other than to the extent of its/his respective pecuniary interest therein, directly or indirectly. |
* | Based on 72,506,839 shares
of Common Stock outstanding, as reported on the Issuer’s Current Report on Form 8-K filed on July 22, 2022. |
END OF COVER PAGES
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 (the “Amendment”) amends and
supplements the statement on Schedule 13D filed on March 5, 2021 (the “Schedule 13D”) with the Securities and Exchange
Commission relating to the Class A common stock, par value $0.0001 per share (“BRPM Class A Common Stock”), of B. Riley
Principal 150 Merger Corp. (“BRPM”), a special purpose acquisition company, by B. Riley Financial, Inc. (“BRF”),
a Delaware corporation, B. Riley Principal Investments, LLC (“BRPI”), a Delaware limited liability company, B. Riley
Principal 150 Sponsor Co., LLC (“Sponsor”), a Delaware limited liability company, and Bryant R. Riley (“Bryant
R. Riley”, and together with BRF, BRPI, and Sponsor, the “Reporting Persons”).
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein shall have the same meanings
as are ascribed to them in the Schedule 13D.
The following Items of the Schedule 13D are hereby amended as follows:
ITEM 1. |
SECURITY AND ISSUER
Item 1 of the Schedule 13D is hereby amended and restated in its
entirety as follows: |
This Amendment relates to the common stock, par value $0.0001 per share
(the “Common Stock”), of FaZe Holdings Inc., a Delaware corporation (the “Issuer”). The principal
executive offices of the Issuer are located at 720 N. Cahuenga Blvd., Los Angeles, CA 90038.
ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D are hereby amended to add the following: |
On October 24, 2021, BRPM entered
into an Agreement and Plan of Merger (as amended on December 29, 2021 and March 10, 2022, the “Merger Agreement”) with
BRPM Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of BRPM (“Merger Sub”), and FaZe Clan Inc.,
a Delaware Corporation (“Legacy FaZe”), pursuant to which, subject to the satisfaction or waiver of certain conditions
set forth therein, Merger Sub would merge with and into Legacy FaZe (the “Merger”), with Legacy FaZe surviving the
Merger as a wholly owned subsidiary of BRPM (the transactions contemplated by the Merger Agreement and the related ancillary agreements,
the “Business Combination”).
Concurrently with the execution
of the Merger Agreement, on October 24, 2021, BRPM entered into subscription agreements (“Subscription Agreements”)
with investors, including BRPI and Bryant R. Riley, for the sale in a private placement of an aggregate of $118 million of BRPM Class
A Common Stock (the “PIPE Investment”). BRPI subscribed for 2,000,000 shares of BRPM Class A Common Stock and Bryant
R. Riley subscribed for 200,000 shares of BRPM Class A Common Stock in the PIPE Investment. The Subscription Agreements include customary
registration rights in favor of the subscribers.
Further, concurrently with the
execution of the Merger Agreement, on October 24, 2021, BRPM, Legacy FaZe, and the Sponsor entered into a support agreement (the “Sponsor
Support Agreement”), pursuant to which the Sponsor agreed to (i) invest at least $20,000,000 in the PIPE Investment as well
as to backstop the PIPE Investment if the amount in cash actually received by BRPM from the PIPE Investment at Closing is less than $100,000,000,
by committing to purchase that portion of the PIPE Investment not purchased by third party investors to cause the PIPE Investment actually
received by BRPM at the Closing to equal $100,000,000 (the “Closing Backstop”), (ii) waive the anti-dilution and conversion
price adjustments set forth in BRPM’s amended and restated certificate of incorporation with respect to the Founder Shares held
by the Sponsor, (iii) subject 50% of the Founder Shares held by the Sponsor to forfeiture following Closing if certain price-based vesting
conditions are not met during the five years following Closing, (iv) subject the Founder Shares held by the Sponsor to certain transfer
restrictions, and (v) to vote all voting equity securities owned by it in favor of the Merger Agreement, Business Combination, and each
other proposal presented by BRPM to its stockholders in connection with the Business Combination.
Immediately prior to the Business Combination, the Reporting Persons
beneficially owned 520,000 Placement Shares, 4,312,500 Founder Shares, and 173,333 Private Placement Warrants.
On July 19, 2022, the parties to the Merger Agreement consummated the
Business Combination and the PIPE Investment (the “Closing”). In connection with the Closing, BRPM adopted an amended
and restated certificate of incorporation which changed BRPM’s name to FaZe Holdings Inc. and re-classified the BRPM Class A Common
Stock into shares of the Issuer’s single class of Common Stock.
On July 19, 2022, the BRPM entered into a Backstop
and Release Agreement (the “Backstop and Release Agreement”) with the Sponsor and Legacy FaZe pursuant to which BRPM
assigned to the Sponsor and its assignees all present and future rights, title, and interest in, to, and under the Subscription Agreements
of the PIPE Investors who did not satisfy their obligations under their respective Subscription Agreements, and the Sponsor agreed to
use commercially reasonable efforts to take, or cause to be taken, such actions that Sponsor deems to be proper or advisable to consummate
the transactions contemplated by the Subscription Agreements, and Legacy FaZe agreed on behalf of itself and the Issuer to use commercially
reasonable efforts to assist the Sponsor’s efforts. The Backstop and Release Agreement also includes a release by Legacy FaZe of
certain claims against BRPM, the Sponsor, and the placement agent of the PIPE Investment.
In connection with the Backstop and Release Agreement, on July 19,
2022, BRPM and BRPI entered into a Backstop Subscription Agreement (the “Backstop Subscription Agreement”) pursuant
to which BRPI subscribed for an aggregate of 5,342,500 shares of Class A Common Stock in satisfaction of the Closing Backstop. The Backstop
Subscription Agreement grants BRPI the same registration rights as were granted in the Subscription Agreements.
Also on July 19, 2022, in connection with the Closing and as contemplated
by the Merger Agreement, the Issuer entered into an amended and restated registration rights agreement (the “Registration Rights
Agreement”) with certain shareholders, including the Sponsor, pursuant to which the Issuer agreed to register for resale certain
shares of Common Stock and other Issuer equity securities held by the parties thereto from time to time.
At the Closing, the Reporting Persons completed the following transactions
in the Issuer’s Common Stock:
| (i) | each of the 4,312,500 Founder Shares held by the Sponsor prior to Closing were converted into BRPM Class A Common Stock, and thereafter
became shares of the Issuer’s single class of Common Stock. Such shares are subject to vesting and transfer restrictions pursuant
to the Sponsor Support Agreement. |
| (ii) | each of the 520,000 Placement Shares held by the Sponsor prior to Closing became shares of the Issuer’s single class of Common
Stock. Such shares are subject to transfer restrictions pursuant to the Letter Agreement. |
| (iii) | each of the 173,333 Private Placement Warrants held by the Sponsor prior to Closing became warrants to purchase shares of the Issuer’s
single class of Common Stock. The warrants are exercisable beginning 30 days after the Closing. Such warrants are subject to transfer
restrictions pursuant to the Letter Agreement. |
| (iv) | BRPI purchased 2,000,000 shares of Common Stock pursuant to the Subscription Agreement. |
| (v) | BRPI purchased 5,342,500 shares of Common Stock pursuant to the Backstop Subscription Agreement. |
| (vi) | Bryant R. Riley purchased 200,000 shares of Common Stock pursuant to the Subscription Agreement. |
On July 22, 2022, the Sponsor entered into certain agreements with
members of the Sponsor to distribute a total of 520,000 shares of Common Stock and 173,333 Warrants to members of the Sponsor for no consideration.
ITEM 4. |
PURPOSE OF THE TRANSACTION
Item 4 of the Schedule 13D are hereby amended
to add the following: |
The Reporting Persons acquired beneficial ownership of the securities
described in this Amendment in connection with the closing of the Business Combination. Subject to the vesting and transfer restrictions
described in Item 3 above, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of
the securities then held, in the open market or in privately negotiated transactions.
Plans or Proposals
The Reporting Persons do not have any present plan or proposal which
would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth
herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting
Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation,
the Issuer’s financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets
and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment
in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors
of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’
investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations
or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition),
potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s
financial and/or operational performance, purchasing additional shares of Common Stock and/or warrants, selling some or all of its shares
of Common Stock and/or warrants, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock,
including swaps and other derivative instruments, or changing its intention with respect to any and all matters referred to in Item 4.
ITEM 5. |
INTEREST OF SECURITIES OF THE ISSUER.
Item 5, Sections (a) and (b) of the Schedule 13D are hereby amended
and restated as follows: |
The information contained on the cover pages to this Amendment is incorporated
herein by reference. Calculations of the percentage ownership of the Common Stock is based on a total of 72,506,840 shares of Common Stock
outstanding, as reported on the Issuer’s Current Report on Form 8-K filed on July 22, 2022.
Except for the transactions described in Item 4 of this Amendment,
the Reporting Persons have not engaged in any transaction during the past 60 days involving the Common Stock of the Issuer.
To the best knowledge of the Reporting Persons, no one other than the
Reporting Persons and their respective members, shareholders and affiliates has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Common Stock reported herein as beneficially owned by the Reporting Persons.
Item 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
|
|
|
Item 6 of the Schedule 13D are hereby amended to add the following: |
Information about the Subscription Agreement, Sponsor Support Agreement,
Backstop and Release Agreement, Backstop Subscription Agreement, and Registration Rights Agreement set forth in Item 4 of this Amendment
is hereby incorporated by reference into this Item 6. The foregoing descriptions of the Subscription Agreement, Sponsor Support Agreement,
Backstop and Release Agreement, Backstop Subscription Agreement, and Registration Rights Agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of such agreements, each of which is attached as an exhibit to this Amendment
and is incorporated herein by reference.
Except as set forth herein, the Reporting Persons do not have any contracts,
arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including
but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses,
or the giving or withholding of proxies.
ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS |
* | Filed herewith and replaces Exhibit 11 filed with the Schedule
13D filed by the Reporting Persons on March 5, 2021. |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 29, 2022
B. RILEY FINANCIAL, INC. |
|
|
|
/s/ Bryant R. Riley |
|
Name: |
Bryant R. Riley |
|
Title: |
Co-Chief Executive Officer |
|
B. RILEY PRINCIPAL 150 SPONSOR CO., LLC |
|
|
|
By: B. RILEY PRINCIPAL INVESTMENTS, LLC,
its Managing Member |
|
|
|
/s/ Kenneth Young |
|
Name: |
Kenneth Young |
|
Title: |
Chief Executive Officer |
|
B. RILEY PRINCIPAL INVESTMENTS, LLC |
|
|
|
/s/ Kenneth Young |
|
Name: |
Kenneth Young |
|
Title: |
Chief Executive Officer |
|
/s/ Bryant R. Riley |
|
Name: Bryant R. Riley |
|
SCHEDULE A
Executive Officers and Directors of B. Riley
Financial, Inc.
Name and Position |
|
Present Principal Occupation |
|
Business Address |
|
Citizenship |
Bryant R. Riley
Chairman of the Board of Directors and Co-Chief Executive Officer |
|
Chief Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; and Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc. |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
Thomas J. Kelleher
Co-Chief Executive Officer and Director |
|
Co-Chief Executive Officer and Director of B. Riley Financial, Inc.; Co-Executive Chairman of B. Riley Securities, Inc.; and President of B. Riley Capital Management, LLC |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
Phillip J. Ahn
Chief Financial Officer and Chief Operating Officer |
|
Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc. |
|
30870 Russell Ranch Rd
Suite 250
Westlake Village, CA 91362 |
|
United States |
Kenneth Young
President |
|
President of B. Riley Financial, Inc.; and Chief Executive Officer of B. Riley Principal Investments, LLC |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
Alan N. Forman1
Executive Vice President, General Counsel and Secretary |
|
Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc. |
|
299 Park Avenue, 21st Floor
New York, NY 10171 |
|
United States |
Howard E. Weitzman
Senior Vice President and Chief Accounting Officer |
|
Senior Vice President and Chief Accounting Officer of B. Riley Financial, Inc. |
|
30870 Russell Ranch Rd
Suite 250
Westlake Village, CA 91362 |
|
United States |
Robert L. Antin
Director |
|
Co-Founder of VCA, Inc., an owner and operator of Veterinary care centers and hospitals |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
Tammy Brandt2
Director |
|
Chief Legal Officer, Head of Business and Legal Affairs at FaZe Clan Inc.; a leading gaming, lifestyle, and media platform |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
Robert D’Agostino
Director |
|
President of Q-mation, Inc., a supplier of software solutions |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
Renée E. LaBran
Director |
|
Founding partner of Rustic Canyon Partners (RCP), a technology focused VC fund |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States |
Randall E. Paulson
Director |
|
Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States |
Michael J. Sheldon
Director |
|
Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States |
Mimi Walters
Director |
|
U.S. Representative from California’s 45th Congressional District – Retired |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
Mikel Williams
Director |
|
Chief Executive Officer and Director of privately held Targus International, LLC, supplier of carrying cases and accessories |
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United States |
1 | As of the date hereof, Alan N. Forman directly owned 7,500
shares of Common Stock. The aggregate purchase price of the 7,500 shares of Common Stock that were purchased by Alan N. Forman with personal
funds is approximately $75,000. Alan N. Forman has the sole power to vote and dispose of such Common Stock and the right to receive,
or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock. |
2 | Per the Issuer’s Current Report on Form 8-K filed with
the SEC on July 22, 2022, Tammy Brandt directly owned 902,084 shares of Common Stock, which includes 838,485 shares over which Tammy
Brandt has the right to acquire voting and dispositive power upon the exercise of stock options within 60 days after July 19, 2022. |
ANNEX I
Transactions within the Past 60 Days
Trade Date | |
Transaction | |
Amount of
Securities | | |
Price per
Share of
Common Stock | | |
Reporting Person |
7/19/2022 | |
Placement Shares | |
| 520,000 | | |
$ | - | | |
B. Riley Principal 150 Sponsor Co., LLC |
7/19/2022 | |
Conversion of Founders Shares | |
| 4,312,500 | | |
$ | - | | |
B. Riley Principal 150 Sponsor Co., LLC |
7/19/2022 | |
Purchase | |
| 7,342,500 | | |
$ | 10.00 | | |
B. Riley Principal Investments, LLC |
7/19/2022 | |
Purchase | |
| 200,000 | | |
$ | 10.00 | | |
Bryant R. Riley |
7/22/2022 | |
Distribution to Members | |
| (52,000 | ) | |
$ | - | | |
B. Riley Principal 150 Sponsor Co., LLC |
7/22/2022 |
|
Distribution to BRPI |
|
|
(468,000 |
) |
|
$ |
- |
|
|
B. Riley Principal 150 Sponsor Co., LLC |
7/22/2022 |
|
Distribution from the Sponsor |
|
|
468,000 |
|
|
$ |
- |
|
|
B. Riley Principal Investments, LLC |
B Riley Principal 150 Me... (NASDAQ:BRPM)
Historical Stock Chart
From Jun 2024 to Jul 2024
B Riley Principal 150 Me... (NASDAQ:BRPM)
Historical Stock Chart
From Jul 2023 to Jul 2024