0001213900-22-001016 | S-4 | XBRL Viewer | B Riley Principal 150 Merger Corp

Cash held in Trust Account

$ 132,824

$ 25,000

Deferred offering costs

80,000

Prepaid expenses

750,622

Total current assets

883,446

105,000

172,512,555

Total assets

173,396,001

105,000

Current liabilities:

Accounts payable and accrued expenses

1,264,611

80,450

Accrued expenses

80,450

Due to related party

30,000

998

Total current liabilities

1,294,610

81,448

Warrant liability

4,583,433

Total liabilities

5,878,044

81,448

Commitments

Class A Common stock subject to possible redemption; 17,250,000 shares (at redemption value of $10.00 per share)

172,500,000

Stockholders’ equity (deficit):

Preferred stock value

Common stock value

Common stock value 1

431

^[1]

Additional paid-in capital

24,569

Accumulated deficit

(4,982,526)

(1,448)

Total stockholders’ equity (deficit)

(4,982,043)

23,552

Total liabilities and stockholders’ equity (deficit)

173,396,001

105,000

FaZe Clan Inc.

Current assets:

Prepaid expenses and other assets

16,918,000

4,431,000

$ 11,999,000

Accounts receivable, net

5,317,000

2,167,000

2,932,000

Contract assets

2,008,000

1,348,000

2,165,000

Inventory

11,000

59,000

222,000

3,176,000

1,330,000

4,067,000

Total current assets

27,430,000

9,335,000

21,385,000

Total assets

29,499,000

10,524,000

22,450,000

Restricted cash

600,000

Property, equipment and leasehold improvements, net

680,000

677,000

285,000

Intangible assets, net

380,000

437,000

780,000

Other long-term assets

409,000

75,000

Current liabilities:

Accounts payable and accrued expenses

16,985,000

14,194,000

9,253,000

Short-term debt

3,148,000

2,910,000

Contract liabilities

4,165,000

1,111,000

257,000

Other current liabilities

27,000

77,000

41,000

Accrued expenses

1,900,000

Total current liabilities

24,325,000

18,292,000

9,551,000

Long-term debt, net of discounts

65,808,000

30,983,000

23,037,000

Total liabilities

90,133,000

49,275,000

32,588,000

Commitments

MEZZANINE EQUITY:

Temporary preferred stock value

33,705,000

Stockholders’ equity (deficit):

Preferred stock value

2,546,000

Common stock value

Additional paid-in capital

4,494,000

3,086,000

2,922,000

Accumulated deficit

(98,833,000)

(75,542,000)

(46,765,000)

Total stockholders’ equity (deficit)

(94,339,000)

(72,456,000)

(43,843,000)

Total liabilities and stockholders’ equity (deficit)

$ 29,499,000

$ 10,524,000

$ 22,450,000

[1]	Includes an aggregate of 562,500 shares that are subject to forfeiture to the extent the underwriter’s overallotment is not exercised in full (Note 4).

Condensed Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
FaZe Clan Inc.
Common stock subject to possible redemption (in Dollars)	$ 17,250,000	$ 17,250,000
Common stock subject to possible redemption per share (in Dollars per share)	$ 10	$ 10
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001	$ 0.00001
Common stock, shares authorized	31,900,878	31,900,878	31,900,878
Common stock, shares issued	8,435,596	7,397,055	7,197,055
Common stock, shares outstanding	8,435,596	7,397,055	7,197,055
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	520,000
Common stock, shares outstanding	520,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500
Series A Preferred Stock \| FaZe Clan Inc.
Preferred stock par value (in Dollars per share)	$ 0.00001	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	3,545,529	3,545,529	3,545,529
Preferred stock, shares issued	3,237,800	3,237,800	3,237,800
Preferred stock, shares outstanding	3,237,800	3,237,800	3,237,800

Condensed Statements of Operations (Unaudited) - USD ($)

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2021

Sep. 30, 2020

Dec. 31, 2020

Sep. 30, 2021

Sep. 30, 2020

Dec. 31, 2020

Dec. 31, 2019

Operating costs

$ 1,178,696

$ 472

$ 997

$ 1,699,460

Loss from operations

(1,178,696)

(472)

(997)

(1,699,460)

Other income (expense):

Interest income

2,219

12,555

Warrant issue costs

(115,404)

Change in fair value of warrants

2,477,767

693,533

Other income (expense)

2,479,986

590,684

Basic income per share (in Dollars per share)

$ 1,301,290

$ (472)

$ (997)

$ (1,448)

$ (1,108,776)

$ 0

Diluted income per share (in Dollars per share)

$ 0

Weighted average basic shares outstanding (in Shares)

^[1]

3,750,000

Weighted average diluted shares outstanding (in Shares)

^[1]

3,750,000

Net income (loss) per common share:

Class A Common Stock – basic and diluted (in Dollars per share)

$ 0.06

$ 0

$ (0.06)

Class B Common Stock – basic and diluted (in Dollars per share)

$ 0.06

$ 0

$ (0.06)

Revenues

Operating expenses:

Selling, general and administrative expenses

1,448

Loss before income taxes

(1,448)

Provision for income taxes

FaZe Clan Inc.

Loss from operations

$ (19,712,000)

$ (16,941,000)

$ (24,238,000)

$ (26,692,000)

Other income (expense):

Interest expense, net

3,635,000

2,198,000

3,780,000

6,424,000

Other, net

(56,000)

(556,000)

759,000

21,000

Total other expense:

3,579,000

1,642,000

4,539,000

6,445,000

Net loss per common share – basic and diluted (in Dollars per share)

$ (23,291,000)

$ (18,583,000)

$ (28,777,000)

$ (33,137,000)

$ (2.77)

$ (2.34)

$ (3.62)

$ (4.94)

Weighted-Average Number of Common Shares Outstanding – Basic and Diluted (in Shares)

8,422,995

7,926,666

7,941,652

6,709,999

Net income (loss) per common share:

Revenues

$ 38,808,000

$ 25,925,000

$ 38,211,000

$ 30,738,000

Cost of revenues

33,330,000

19,625,000

29,117,000

24,757,000

Gross profit

5,478,000

6,300,000

9,094,000

5,981,000

Operating expenses:

General and administrative

22,720,000

22,305,000

31,975,000

31,188,000

Sales and marketing

$ 2,470,000

$ 936,000

1,357,000

1,485,000

Provision for income taxes

[1]	Excludes an aggregate of 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (Note 4).

Condensed Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($)

Class A

Common Stock

Class B

Common Stock

FaZe Clan Inc.

Additional Paid-in Capital

FaZe Clan Inc.

Additional Paid-in Capital

Accumulated Deficit

FaZe Clan Inc.

Accumulated Deficit

FaZe Clan Inc.

Total

Balance at Dec. 31, 2018

$ 548,000

$ (13,628,000)

$ (13,080,000)

Balance (in Shares) at Dec. 31, 2018

6,117,500

Stock-based Compensation – Options

52,000

Issuance of Common Stock Warrants

387,000

Issuance of Preferred Series A warrants

1,363,000

Issuance of Common Stock

572,000

Issuance of Common Stock (in Shares)

1,079,555

Balance (in Shares) at Dec. 31, 2019

(33,137,000)

Balance at Dec. 31, 2019

2,922,000

(46,765,000)

(43,843,000)

7,197,055

Issuance of Common Stock Warrants

20,000

Issuance of restricted stock awards

(18,583,000)

$ 431

$ 24,569

$ (997)

$ 24,003

4,312,500

$ 431

2,942,000

24,569

(65,348,000)

(472)

(62,406,000)

25,000

Balance (in Shares) at Dec. 31, 2019

4,312,500

7,197,055

Balance at Dec. 31, 2019

2,922,000

(46,765,000)

(43,843,000)

7,197,055

Issuance of Common Stock Warrants

20,000

Issuance of Preferred Series A warrants

Issuance of Common Stock

144,000

$ 144,000

Issuance of Common Stock (in Shares)

200,000

Exercise of Stock Option (in Shares)

Balance (in Shares) at Dec. 31, 2020

(28,777,000)

$ (28,777,000)

Balance at Dec. 31, 2020

$ 431

3,086,000

24,569

(75,542,000)

(1,448)

(72,456,000)

23,552

4,312,500

7,397,055

^[1]

$ 431

24,569

25,000

^[1]

4,312,500

$ 431

24,569

25,000

4,312,500

(997)

$ 431

24,569

(997)

24,003

4,312,500

$ 431

2,942,000

24,569

(65,348,000)

(472)

(62,406,000)

25,000

4,312,500

7,197,055

^[1]

$ 431

24,569

25,000

^[1]

4,312,500

$ 431

24,569

25,000

4,312,500

Balance (in Shares) at Dec. 31, 2020

(1,448)

Balance at Dec. 31, 2020

$ 431

3,086,000

24,569

(75,542,000)

(1,448)

(72,456,000)

23,552

4,312,500

7,397,055

Balance at Jun. 30, 2020

$ 431

24,569

25,000

Balance (in Shares) at Jun. 30, 2020

4,312,500

(472)

$ 431

24,569

(997)

24,003

4,312,500

$ 431

2,942,000

24,569

(65,348,000)

(472)

(62,406,000)

25,000

Balance (in Shares) at Dec. 31, 2020

4,312,500

7,197,055

Balance at Dec. 31, 2020

$ 431

3,086,000

24,569

(75,542,000)

(1,448)

(72,456,000)

23,552

4,312,500

7,397,055

Sale of 520,000,000 Private Placement Units on February 23, 2020

$ 52

5,040,482

5,040,534

Sale of 520,000,000 Private Placement Units on February 23, 2020 (in Shares)

520,000

Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital

(5,065,051)

Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit

(3,872,302)

Issuance of Common Stock Options and Stock Option Reprice

653,000

Issuance of restricted stock awards

2,000

Issuance of Common Stock

720,000

Issuance of Common Stock (in Shares)

1,000,000

Exercise of Stock Option

33,000

$ 33,000

Exercise of Stock Option (in Shares)

38,541

Balance (in Shares) at Sep. 30, 2021

(23,291,000)

(1,108,776)

$ (23,291,000)

(1,108,776)

Balance at Sep. 30, 2021

$ 52

$ 431

4,494,000

(98,833,000)

(4,982,526)

(94,339,000)

(4,982,043)

520,000

4,312,500

8,435,596

Balance at Jun. 30, 2021

$ 52

$ 431

(6,283,816)

(6,283,333)

Balance (in Shares) at Jun. 30, 2021

520,000

4,312,500

Balance (in Shares) at Sep. 30, 2021

1,301,290

Balance at Sep. 30, 2021

$ 52

$ 431

$ 4,494,000

$ (98,833,000)

$ (4,982,526)

$ (94,339,000)

$ (4,982,043)

520,000

4,312,500

8,435,596

[1]	Includes an aggregate of 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (Note 4).

Condensed Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) (Parentheticals)	9 Months Ended
	Sep. 30, 2021 shares
Statement of Stockholders' Equity [Abstract]
Sale of Units	520,000,000

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (997)	$ (1,448)	$ (1,108,776)
Interest earned on funds held in Trust Account			(12,555)
Adjustments to reconcile net loss to net cash used in operating activities:
Warrant issue costs			115,404
Change in fair value of warrants			(693,533)
Increase in prepaid expenses			(670,623)
Increase in deferred offering costs		(80,000)
Increase in accounts payable and accrued expenses		80,450	1,184,161
Increase in due to related party	997	998	29,002
Net cash used in operating activities			(1,156,920)
Cash flows from investing activities:
Proceeds deposited in Trust Account			(172,500,000)
Net cash used in investing activities			(172,500,000)
Cash flows from financing activities:
Proceeds from note payable – related party			40,000
Repayment of note payable – related party			(40,000)
Proceeds from issuance of Class A common stock			172,500,000
Proceeds from issuance of private placement units			5,200,000
Payment of underwriting discounts			(3,450,000)
Payment of offering expenses			(485,256)
Proceeds from sale of Class B common stock		25,000
Net cash provided by financing activities		25,000	173,764,744
Increase in cash		25,000	107,824
Cash, beginning of period			25,000
Cash, end of period		25,000	132,824		$ 25,000
Supplemental disclosures:
Interest paid
Initial value of Class A common stock subject to possible redemption			172,500,000
Initial classification of warrant liability			5,276,966
Taxes paid
FaZe Clan Inc.
Cash flows from operating activities:
Net loss			(23,291,000)	(18,583,000)	(28,777,000)	$ (33,137,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense			(26,000)	8,000	(54,000)	5,000
Depreciation & amortization expense			675,000	532,000	741,000	143,000
Stock-based compensation expense			655,000	20,000	20,000	2,652,000
Non-cash interest expense			3,635,000	2,188,000	3,105,000	6,206,000
Non-cash legal settlement						572,000
Foreign exchange impact				(571,000)	796,000	98,000
Wanderset write-off (Note 14)						3,712,000
Other			(73,000)
Accounts receivable			(3,124,000)	(168,000)	664,000	(1,152,000)
Inventory			48,000	122,000	163,000	(222,000)
Prepaid expenses and other assets			(260,000)	(272,000)	(163,000)	(296,000)
Contract assets			(660,000)	459,000	817,000	(1,744,000)
Accounts payable and accrued expenses			(1,789,000)	784,000	4,942,000	4,854,000
Contract liabilities			3,053,000	1,860,000	854,000	164,000
Other current liabilities			(50,000)	52,000	36,000	42,000
Net cash used in operating activities			(21,207,000)	(13,569,000)	(16,856,000)	(18,103,000)
Cash flows from investing activities:
Purchase of property, plant and equipment			(305,000)	(576,000)	(668,000)	(307,000)
Purchase of intangible assets			(314,000)	(74,000)	(123,000)	(901,000)
Issuance of note receivable			(123,000)
Net cash used in investing activities			(742,000)	(650,000)	(791,000)	(1,208,000)
Cash flows from financing activities:
Payments of loan principal			(385,000)	(491,000)	(26,144,000)	(9,851,000)
Proceeds from issuance of loans payable				1,123,000	1,123,000	24,795,000
Proceeds from issuance of convertible debt			35,675,000	5,350,000	35,350,000	11,383,000
Proceeds for issuance of Series A Preferred stock						5,000,000
Payment of debt issuance costs			(254,000)		(250,000)	(1,505,000)
Net cash provided by financing activities			35,036,000	5,982,000	10,079,000	29,822,000
Increase in cash			13,087,000	(8,237,000)	(7,568,000)	10,511,000
Cash, beginning of period			4,431,000	11,999,000	11,999,000	1,488,000
Cash, end of period	3,762,000	$ 4,431,000	17,518,000	3,762,000	4,431,000	11,999,000
RECONCILIATION TO CONSOLIDATED BALANCE SHEETS
Cash	4,431,000		16,918,000	4,431,000
Restricted cash			600,000
Cash and restricted cash	$ 4,431,000		17,518,000	4,431,000
Supplemental disclosures:
Interest paid					1,041,000	218,000
Issuance of common stock in connection with litigation settlement			720,000
Issuance of warrants for services						387,000
Issuance of common stock in connection with exercise of stock options prior to receipt of cash			33,000
Issuance of Series A stock for Wanderset						1,657,000
Capitalization of deferred transaction costs included in accounts payable			$ 1,764,000
Debt converted into Series A stock						20,204,000
Issuance of convertible debt prior to receipt of cash						$ 2,825,000

Organization and Nature of Business Operations

6 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Accounting Policies [Abstract]

ORGANIZATION AND NATURE OF BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Organization and General

B. Riley Principal 150 Merger Corp. (the “Company”), a blank check corporation, was incorporated as a Delaware corporation on June 19, 2020. The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Initial Business Combination”).

At December 31, 2020, the Company had not commenced any operations. All activity of the Company includes the activity of the Company from inception and activity related to the proposed initial public offering (the “Proposed Offering”) described below. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Offering described below. The Company has selected December 31st as its fiscal year end.

Sponsor and Proposed Financing

The Company’s sponsor is B. Riley Principal 150 Sponsor Co., LLC (the “Sponsor”), a Delaware limited liability company and a wholly owned indirect subsidiary of B. Riley Financial, Inc. (“B. Riley Financial”). On June 19, 2020, the Sponsor agreed to loan the Company up to $300,000 (see note 4) to support the Company’s initial formation and operations.

The Company’s ability to commence meaningful operations and finance its Initial Business Combination is contingent upon obtaining adequate financial resources through the proposed $150,000,000 ($172,500,000 if the underwriters’ over-allotment is exercised in full) initial public offering of Units (as defined below) (Note 3). Upon the closing of the Proposed Offering and the Private Placement, $150,000,000 (or $172,500,000 if the underwriters’ over-allotment option is exercised in full — Note 3) will be held in a trust account (the “Trust Account”) (discussed below).

The Trust Account

The proceeds to be held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds registered under the Investment Company Act and compliant with Rule 2a-7 thereof that maintain a stable net asset value of $1.00. Unless and until the Company completes the Initial Business Combination, it may pay its expenses only from the net proceeds of the Proposed Offering held outside the Trust Account, which will be approximately $250,000 in working capital after the payment of approximately $1,500,000 in expenses relating to the proposed Offering, and any loans or additional investments from the Sponsor, members of the Company’s management team or any of their respective affiliates or other third parties.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Proposed Offering may not be released from the Trust Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the Initial Business Combination within 24 months from the closing of the Proposed Offering; or (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Proposed Offering (at which such time up to $100,000 of interest shall be available to the Company to pay dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering, although substantially all of the net proceeds of the Proposed Offering and the Private Placement are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount). There is no assurance that the Company will be able to successfully effect an Initial Business Combination.

The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public stockholders’ with the opportunity to redeem all or a portion of their shares upon the completion of the Initial Business Combination, either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination.

If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Proposed Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Proposed Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest but less taxes payable (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the Company’s officers and directors will enter into a letter agreement with the Company, pursuant to which they will agree to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Proposed Offering. However, if the Sponsor or any of the Company’s directors or officers acquires shares of Class A common stock in or after the Proposed Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s remaining stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein.

Going Concern Considerations

At December 31, 2020, the Company had cash of $25,000 and a note payable to the Sponsor in the amount of $300,000 with no balance outstanding at December 31, 2020. Further, the Company expects to continue to incur significant costs in pursuit of its financing and acquisition plans. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through the Proposed Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate an Initial Business Combination will be successful or successful within the required time period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS

Organization and General

As of September 30, 2021, the Company had not commenced any operations. All activity of the Company includes the activity of the Company from inception and activity related to the initial public offering (the “Public Offering”) described below and evaluating prospective acquisition targets. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering described below. The Company has selected December 31st as its fiscal year end.

Public Offering

The Company completed the sale of 17,250,000 units (the “Units”), including the issuance of 2,250,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at an offering price of $10.00 per Unit in the Public Offering on February 23, 2021. B. Riley Principal 150 Sponsor Co., LLC (the “Sponsor”), a Delaware limited liability company and a wholly-owned indirect subsidiary of B. Riley Financial, Inc. (“B. Riley Financial”), purchased an aggregate of 520,000 Units at a price of $10.00 per Unit (the “Private Placement Units”) in a private placement that closed on February 23, 2021 simultaneously with the Public Offering (the “Private Placement”). The sale of the 17,250,000 Units in the Public Offering (the “Public Units”) generated gross proceeds of $172,500,000, less underwriting commissions of $3,450,000 (2% of the gross proceeds of the Public Offering) and other offering costs of $485,257. The Private Placement Units generated $5,200,000 of gross proceeds.

Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (each a “public share”), and one-third of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock (each, a “Warrant” and, with respect to the warrants underlying the Private Placement Units, the “Private Placement Warrants” and, collectively, the “Warrants”). One Warrant entitles the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share.

Sponsor and Note Payable — Related Party

The Company had a note payable to the Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses of this offering. The note payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. Borrowings on the note payable due to related party was $40,000 on the date of the Public Offering. On March 1, 2021, such amount was repaid using proceeds from the Public Offering and the Private Placement.

The Trust Account

Upon completion of the Public Offering, $172,500,000 of proceeds were held in the Company’s trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and will be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Unless and until the Company completes the Initial Business Combination, it may pay its expenses only from the net proceeds of the Public Offering and the Private Placement held outside the Trust Account, which was $132,824 on September 30, 2021.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering may not be released from the Trust Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the Initial Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering (at which such time up to $100,000 of interest shall be available to the Company to pay dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Company’s public shares (the “public stockholders”).

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account. There is no assurance that the Company will be able to successfully effect an Initial Business Combination.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the Initial Business Combination, either (i) in connection with a stockholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.

If the Company holds a stockholder meeting to approve the Initial Business Combination, a public stockholder will have the right to redeem its public shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock have been recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors or officers acquires public shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete the Initial Business Combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s remaining stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. The Company will provide its stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein.

Going Concern Consideration

The Company has principally financed its operations from inception using proceeds from the promissory note from the Sponsor prior to the Public Offering and such amount of proceeds from the Public Offering and Private Placement that were placed in a bank account outside of the Trust Account for working capital purposes. In connection with the closing of the Public Offering and the Private Placement on February 23, 2021, an amount of $172,500,000 (or $10.00 per Class A common stock sold to the public in the Public Offering included in the Public Units) was placed in the Trust Account. As of September 30, 2021, the Company had $132,824 in its operating bank account, $172,512,555 in cash and cash equivalents held in the Trust Account to be used for an Initial Business Combination or to repurchase or redeem its public shares in connection therewith and working capital deficit of $261,164, which excludes Delaware franchise taxes payable of $150,000 (which is included in accounts payable and accrued expenses as of September 30, 2021) as franchise taxes are paid from the Trust Account from interest income earned.

If our funds are insufficient to meet the expenditures required for operating our business in the attempt to find an Initial Business Combination as more fully described in Note 1 or in the event that an Initial Business Combination is not consummated, we will likely need to raise additional funds in order to meet the expenditures required for operating our business. The Company may not be able to obtain additional financing or raise additional capital to finance its ongoing operations. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through November 9, 2022, the scheduled liquidation date. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies

6 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

Summary of Significant Accounting Policies [Line Items]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Emerging Growth Company

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Net Loss Per Common Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of common stock subject to forfeiture. Net loss per common share is computed by dividing net gain/(loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the periods.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Deferred Offering Costs

The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offerings.” Deferred offering costs of $80,000 as of December 31, 2020 consist principally of costs incurred in connection with preparation for the Proposed Offering. These costs, together with the underwriter discount, will be charged to capital upon completion of the Proposed Offering or charged to operations if the Proposed Offering is not completed.

Income Taxes

The Company is included in the consolidated tax return of B. Riley Financial the parent (the “Parent”). The Company calculates the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The Company’s current provision is the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return.

Any difference between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made to (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company.

The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The provision for income taxes was deemed to be immaterial at December 31, 2020.

Unrecognized Tax Benefits

The Company recognizes tax positions in the financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for interest expense and penalties related to income tax matters as of December 31, 2020. The Company is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

The Company’s unaudited condensed interim financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other period. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on February 19, 2021, as well as the Company’s audited balance sheet statement and notes thereto included in the Company’s Form 8-K filed with the SEC on March 2, 2021, and the Company’s unaudited condensed interim financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 25, 2021.

Earnings (Loss) Per Common Share

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private and public Warrants to purchase 5,923,333 shares of common stock at $11.50 per share were issued on February 23, 2021 in connection with the IPO. As of September 30, 2021, no Warrants have been exercised. The 5,923,333 potential common shares for outstanding Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the Warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:

	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Redeemable common stock
Net income (loss) attributable to redeemable common stock	$	1,016,518	$	(826,342	)
Basic and diluted weighted average shares of redeemable common stock		17,250,000		13,837,912
Basic and diluted net income (loss) per share of redeemable common stock	$	0.06	$	(0.06	)

Non-redeemable common stock
Net income (loss) attributable to non-redeemable common stock	$	284,772	$	(282,434	)
Basic and diluted weighted average shares of non-redeemable common stock		4,832,500		4,729,644
Basic and diluted net income (loss) per share of non-redeemable common stock	$	0.06	$	(0.06	)

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Use of Estimates

Deferred Offering Costs

The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs of $80,000 as of December 31, 2020, consisted principally of costs incurred in connection with preparation for the Public Offering. The total offering costs incurred by the Company in connection with the Public Offering was $485,257. These costs in addition to the underwriting discount of $3,450,000 was charged to capital upon completion of the Public Offering on February 23, 2021.

Income Taxes

Prior to the change in ownership on February 23, 2021 as a result of the Public Offering, the Company was included in the consolidated tax return of B. Riley Financial (the “Parent”). During this period, the Company calculated the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The current provision was the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Following changes in ownership on February 23, 2021, the Company deconsolidated from the Parent for tax purposes. Beginning February 23, 2021, the Company files separate corporate federal and state and local income tax returns.

Any differences between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made by (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The provision for income taxes was deemed to be immaterial.

Unrecognized Tax Benefits

The Company recognizes tax positions in its financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for interest expense and penalties related to income tax matters as of September 30, 2021. The Company is subject to income tax examinations by major taxing authorities since inception.

Warrant Liability

The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for the proper accounting treatment at each reporting period and are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the liability related to the common stock warrants will be reclassified to additional paid-in capital. As of September 30, 2021, there were 5,923,333 Warrants issued in connection with the Public Offering (the 5,750,000 public Warrants and the 173,333 Private Placement Warrants).

Note Payable — Related Party

The Company had a Note Payable to the Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses associated with the Public Offering. The Note Payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. At February 23, 2021, the Note Payable balance was $40,000. The Note Payable was paid in full using proceeds from the Public Offering and the Private Placement on March 1, 2021.

Common Stock Subject to Possible Redemption

All of the 17,250,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Initial Business Combination. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021, since all the shares of Class A common stock can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99, all shares of Class A common stock subject to redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows.

Summary of Significant Accounting Policies [Line Items]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates and assumptions.

Unaudited Interim Condensed Consolidated Financial Information

The accompanying Condensed Consolidated Balance Sheet as of September 30, 2021, Condensed Consolidated Statements of Operations for the nine months ended September 30, 2021 and 2020, Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 and Condensed Consolidated Statements of Stockholders’ Deficit for the nine months ended September 30, 2021 and 2020 are unaudited. The financial data and other information contained in the notes thereto as of and for the nine months ended September 30, 2021 and 2020 are also unaudited. The Condensed Consolidated Balance Sheet as of December 31, 2020 was derived from the Company’s audited consolidated financial statements included elsewhere in this registration statement.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements, and in the opinion of management, reflect all normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of September 30, 2021, the results of its operations for the nine months ended September 30, 2021 and 2020 and its cash flows for the nine months ended September 30, 2021 and 2020. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019, and the notes thereto.

The results for the nine months ended September 30, 2021 are not necessarily indicative of results to be expected for the year ended December 31, 2021, or any other interim periods, or any future year or period.

The significant accounting policies used in preparation of these unaudited interim condensed consolidated financial statements are consistent with those described in the Company’s audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. In an effort to achieve liquidity that would be sufficient to meet all of our commitments, we have undertaken a number of actions, including minimizing capital expenditures and reducing recurring expenses. However, we believe that even after taking these actions, we will not have sufficient liquidity to satisfy all of our future financial obligations. The risks and uncertainties surrounding our ability to raise capital and our limited capital resources raises substantial doubt as to our ability to continue as a going concern. See Note 12 , Going Concern of the Notes to Consolidated Financial Statements for additional information.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the condensed consolidated financial statements. The inputs into certain of these estimates and assumptions include the consideration of the economic impact of the COVID-19 pandemic. Significant estimates include revenue recognition, allowance for doubtful accounts, valuation of our common stock, stock-based compensation expense and income taxes. These estimates generally involve complex issues and require us to make judgments, involve analysis of historical and future trends, can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from our estimates.

COVID-19

The continuing spread of COVID-19 around the world is affecting the United States and global economies and has affected our operations and those of third parties on which we rely, including disruptions in staffing, order fulfillment and demand for product. In addition, the COVID-19 pandemic has and may continue to affect our revenue significantly. Additionally, while the potential economic impact brought by, and the duration of the COVID-19 pandemic, are difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce our ability to access capital, which could negatively impact our short-term and long-term liquidity. The continuing impact of the COVID-19 pandemic is highly uncertain and subject to change.

As COVID-19 continues to evolve, the extent to which the coronavirus impacts operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. The Company continues to monitor the pandemic and the extent to which the continued spread of the virus adversely affects our customer base and revenue. As the COVID-19 pandemic is complex and rapidly evolving, the Company’s plans as described above may change. At this point, the Company cannot reasonably estimate the duration and severity of this pandemic, which could have a material adverse impact on the business, results of operations, financial position, and cash flows.

Restricted cash

Restricted cash consists of funds held in a restricted account for payment of upfront rental lease deposits.

Revenue Recognition and Contract Balances

Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Our payment terms and conditions vary by customer and contract type. In instances where the timing of revenue recognition differs from the timing of invoicing, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for that product or service will be one year or less.

We generally record a receivable related to revenue when we have an unconditional right to invoice and receive payment. Contract assets arise from contracts when revenue is recognized over time and the amount of revenue recognized, including our estimate of variable consideration that has been included in the transaction price, exceeds the amount billed to the customer. These amounts are included in contract assets until the right to payment is no longer conditional on events other than the passage of time. These contract assets are reclassified to receivables when the right to consideration becomes unconditional. For the nine months ended September 30, 2021 and 2020, no impairment was recorded from contract assets.

Our allowances for doubtful accounts are typically immaterial and, if required, are based on our best estimate of expected credit losses inherent in our accounts receivable balance.

Contract liabilities are recorded in the event that the Company bills for services in advance of the time the services are performed, or when cash payments are received or due in advance of satisfying our performance obligations, even if amounts are refundable. Contract liabilities recorded at September 30, 2021 and December 31, 2020 represents the Company’s accounting for the timing difference between when funds are received and when the performance obligation is satisfied. Revenue recognized for the nine months ended September 30, 2021 relating to the contract liability balances as of January 1, 2021 was $0.8 million.

The following table disaggregates the Company’s revenue by major type for the nine months ended September 30, 2021 and 2020:

	(in thousands) Nine Months Ended September 30,
	2021		2020

Brand Sponsorships	$	17,080	$	11,466
Content		13,826		7,871
Consumer Products		5,053		5,197
Esports		2,651		1,259
Other		198		132
Total Revenue	$	38,808	$	25,925

The section below describes our revenue recognition policies and significant judgments in further detail for each major revenue source of the Company.

Brand Sponsorships

The Company offers advertisers a full range of promotional vehicles, including but not limited to online advertising, livestream announcements, content generation, social media posts, logo placement on the Company’s official merchandise and special appearances of members of the Company’s talent roster. Our brand sponsorship agreements may include multiple services that are capable of being individually distinct, however the intended benefit is an association with the Company’s brand and the services are not distinct within the context of the contracts. Revenues from brand sponsorship agreements are recognized ratably over the contract term. Payment terms and conditions vary, but payments are generally due periodically throughout the term of the contract. In instances where the timing of revenue recognition differs from the timing of billing, we have determined the brand sponsorship agreements generally do not include a significant financing component.

Content

We generate and produce original content which we monetize through Google’s AdSense service. Revenue is variable and is earned when the visitor “clicks through” on the advertisement. The amount of revenue earned is reported to us monthly and is recognized upon receipt of the report of viewership activity. Payment terms and conditions vary, but payments are generally due within 30 to 45 days after the end of each month.

Principal Versus Agent Considerations

A significant amount of our brand sponsorship and content revenues are generated from our talent, who are under exclusive, multi-year contracts. Our talent consists of highly trained independent contractors, whose compensation is tied to the revenue that they generate. We have evaluated the terms of our brand sponsorship and content agreements and have concluded the Company is the primary obligor. Brand sponsorship and content revenues are reported on a gross basis, while revenue-sharing and other fees paid to our talent are recorded as cost of revenues. The Company owns the FaZe brand and intellectual property, takes primary responsibility for delivery of services, and exercises control over content generation and monetization.

Consumer Products

The Company earns consumer products revenue from sales of our consumer products on our website or at live or virtual events. Revenues are recognized at a point in time, as control is transferred to the customer upon shipment. The Company does not offer returns, discounts, loyalty programs or other sales incentive programs that are material to revenue recognition. Payment is due at the time of sale. We have outsourced the design, manufacturing, fulfillment, distribution, and sale of our consumer products to a third party, in exchange for royalties based on the amount of revenue generated. We evaluated the terms of the agreement to determine whether our consumer products revenues should be reported gross, or net of royalties paid. Key indicators that we evaluate in determining whether we are the principal in the sale (gross reporting), or an agent (net reporting) include, but are not limited to:

• the Company is the party that is primarily responsible for fulfilling the promise to provide the specified good or service,

• the Company has inventory risk before the good is transferred to the customer, and

• the Company is the party that has discretion in establishing pricing for the specified good or service.

Based on our evaluation of the above indicators, we report consumer products revenues on a gross basis.

Esports

League Participation: Generally, FaZe has one performance obligation — to participate in the overall Esport event — because the underlying activities do not have standalone value absent our participation in the tournament or event. Revenue from prize winnings and profit-share agreements is variable and is highly uncertain, we recognize revenue at the point in time when the uncertainty is resolved.

Player Transfer Fees: Player transfer agreements include a fixed fee and may include a variable fee component. FaZe recognizes the fixed portion of revenue from transfer fees upon satisfaction of our performance obligation, which coincides with the execution of the related agreement. The variable portion of revenue is considered highly uncertain and is recognized at the point in time when the uncertainty is resolved.

Licensing of Intellectual Property: Our licenses of intellectual property generate royalties that are recognized in accordance with the royalty recognition constraint. That is, royalty revenue is recognized at the time when the sale occurs.

Transaction Price Allocated to the Remaining Performance Obligations

For the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2021, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. Revenue expected to be recognized in the future related to performance obligations that have original expected durations greater than one year that are unsatisfied (or partially unsatisfied) as of September 30, 2021 were not material.

Convertible Debt

The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging (“ASC 815”), to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470, Debt, for consideration of any beneficial conversion features.

Stock-Based Compensation

The Company accounts for its stock-based awards in accordance with ASC 718, Compensation — Stock Compensation, which requires fair value measurement on the grant date and recognition of compensation expense for all stock-based payment awards.

Given the absence of an active market for the Company’s common stock, the Board of Directors (the “Board”) was required to estimate the fair value of the Company’s common stock at the time of each award. The Board considered numerous objective and subjective factors in determining the value of the Company’s common stock at each grant date, including the following: (1) the per-share price of issuances of the Company’s preferred stock, which the Company sold to outside investors in arm’s-length transactions, and the rights, preferences, and privileges of the Company’s preferred stock and common stock; (2) valuations performed by an independent valuation specialist; (3) the Company’s stage of development and revenue growth; (4) the fact that the awards involved illiquid securities in a private company; and (5) the likelihood of achieving a liquidity event for the shares of common stock underlying the awards, such as an initial public offering or sale of the Company, given prevailing market conditions. The Company believes this to have been a reasonable methodology based on certain arm’s-length transactions involving the Company’s preferred stock, supported by the results produced by this valuation methodology. As the Company’s common stock is not actively traded, the determination of fair value involves assumptions, judgments and estimates. If different assumptions were made, stock-based compensation expense and net loss could have been significantly different.

For stock options, the Company estimates the fair value using the Black-Scholes-Merton option-pricing (“Black-Scholes”) model. The fair value is expensed over the requisite service periods of the awards (usually one to four years), or in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a change in control event). As there was no public market for its common stock, the Company determined the volatility for options granted based on an analysis of reported data for a peer group of companies. The expected volatility of options granted has been estimated based on an average of the historical volatility measures of this peer group of companies. The expected life of options has been estimated utilizing the “simplified method” due to the lack of available or sufficient historical exercise data for the Company for the applicable options terms. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero.

The Black-Scholes model requires the input of certain assumptions that require the Company’s judgment, including the fair value of common shares, expected term and the expected price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. The Company accounts for forfeitures of stock-based awards as they occur.

Fair Value Measurement

The fair value hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy consists of the following three levels:

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities

Level 3: Unobservable inputs which are supported by little or no market activity

The carrying amount of the Company’s financial instruments, including cash, accounts receivable, notes receivable, and accounts payable approximate fair value due to their short-term nature.

The Company does not have financial assets or liabilities that are required under U.S. GAAP to be measured at fair value on a recurring basis. The Company has not elected to use the fair value measurement option for any assets or liabilities for which fair value measurement is not presently required.

Loss Per Common Share

In accordance with the provisions of ASC 260, Earnings Per Share, net loss per share is computed by dividing net loss by the weighted-average shares of common stock outstanding during the period. During a loss period, the effect of the potential exercise of stock options, warrants, convertible preferred stock, and convertible debt are not considered in the diluted loss per share calculation since the effect would be antidilutive. The Company has 754,833 fully-vested warrants in which common shares are issuable for little to no consideration outstanding for the nine months ended September 30, 2021 and 2020. The Company considered these warrants outstanding in the context of basic loss per share and included these warrants in the weighted-average shares of common stock outstanding for the period.

The results of operations were net losses for the nine months ended September 30, 2021 and 2020. Therefore, the basic and diluted weighted-average shares of common stock outstanding were the same for all periods. Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is antidilutive are as follows (in common equivalent shares):

	Nine Months Ended September 30,
	2021	2020
Warrants	292,700	292,700
Stock options	8,942,575	5,765,000
Unvested restricted stock awards	22,197	—
Convertible preferred stock	3,237,800	3,237,800
Total potentially dilutive common stock equivalents	12,495,272	9,295,500

Segment Reporting

Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that its Chief Executive Officer is the CODM. The Company operates and reports financial information in one segment, as the CODM reviews financial information presented on a consolidated basis, at the Company level, for the purposes of making operating decisions, allocation of resources, and evaluating financial performance.

As of September 30, 2021 and December 31, 2020 and for the nine months ended September 30, 2021 and 2020, the Company did not have material revenue earned or assets located outside of the United States.

Accounting Pronouncements Not Yet Adopted

As an emerging growth company, the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an emerging growth company. The adoption dates discussed below reflect this election.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use (“ROU assets”) asset and a lease liability for all leases with terms greater than 12 months and requires disclosures by lessees and lessors about the amount, timing and uncertainty of cash flows arising from leases. After the issuance of ASU 2016-02, the FASB clarified the guidance through several ASUs; hereinafter the collection of lease guidance is referred to as “ASC 842”. The ASU is effective for annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In September 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance requires the measurement of all expected credit losses for financial assets held at the reporting data based on historical experience, current conditions and reasonable and supportable forecasts. This guidance also requires enhanced disclosures regarding significant estimates and judgements used in estimating credit losses. The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangements that is a Service Contract. The ASU aligns the requirements for capitalizing implementation costs incurred in hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The ASU is effective for annual periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. The amendments in this ASU can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic-740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock as well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. The ASU is effective for interim and annual periods beginning after December 15, 2023, with early adoption permitted for fiscal years beginning after December 15, 2020. Adoption of the ASU can either be on a modified retrospective or full retrospective basis. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The amendments are designed to clarify an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options that remain equity-classified after modification or exchange. The ASU provides guidance on how an issuer would measure and recognize the effects of these transactions. The standard provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. The ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company is currently evaluating the impact of this standard but does not expect to have a material impact on the Company’s consolidated financial statement presentation and related disclosures.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and assumptions.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. In an effort to achieve liquidity that would be sufficient to meet all of our commitments, we have undertaken a number of actions, including minimizing capital expenditures and reducing recurring expenses. However, we believe that even after taking these actions, we will not have sufficient liquidity to satisfy all of our future financial obligations. The risks and uncertainties surrounding our ability to raise capital and our limited capital resources raises substantial doubt as to our ability to continue as a going concern. See Note 15, “Going Concern” of the Notes to Consolidated Financial Statements for additional information.

Emerging Growth Company

This may make comparison of the Company’s consolidated financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the consolidated financial statements. The inputs into certain of these estimates and assumptions include the consideration of the economic impact of the COVID-19 pandemic. Significant estimates include revenue

recognition, allowance for doubtful accounts, valuation of our common stock, stock-based compensation expense and income taxes. These estimates generally involve complex issues and require us to make judgments, involve analysis of historical and future trends, can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from our estimates.

Concentrations of Risks

The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). Cash balances at financial institutions are insured by the FDIC up to statutory levels. At times, cash may be uninsured or in deposit accounts that exceed the FDIC insurance limits. Periodically, the Company evaluates the creditworthiness of these financial institutions and has determined that the credit exposure is not significant.

The Company grants credit in the normal course of business to its customers. Periodically, the Company reviews past due accounts and makes decisions about future credit on a customer-by-customer basis. Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to fulfill an obligation.

The Company had outstanding receivables from two customers that collectively represented 45% of accounts receivable as of December 31, 2020, and one customer that represented 10% of accounts receivable as of December 31, 2019.

The Company had revenues from one customer that represented 10% of revenues for the year ended December 31, 2020, and no customers that represented greater than 10% of revenues for the year ended December 31, 2019.

For the years ended December 31, 2020 and 2019, one vendor accounted for 20% and 12% of the Company’s total purchases, respectively. The Company had outstanding payables to one vendor that represented 23% of accounts payable as of December 31, 2020, and two vendors that collectively represented 33% of accounts payable as of December 31, 2019.

The Company had one independent contractor that generated 16% and 14% of our total revenues for the years ended December 31, 2020 and 2019, respectively.

COVID-19

Cash

The Company considers all highly liquid instruments with an original maturity of 90 days or less at the date of acquisition to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019.

Trade Receivables, net

Accounts receivable represent amounts due from customers. The Company assesses the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant judgement and includes the review of individual receivables based on individual customers, current economic trends, and analysis of historical bad debts. As of December 31, 2020 and 2019, the Company had recorded an allowance for doubtful accounts of $0.4 million and $0.2, respectively. All reserves for doubtful accounts were from contracts with customers.

Inventory

Inventory consists of merchandise sold on our website and at live events. All of our inventory is comprised of finished goods. Inventory is stated at the lower of cost or net realizable value. The Company compares the cost of inventories with the net realizable value and an allowance is recorded to write down inventories to net realizable value, if lower. As of December 31, 2020 and 2019, the Company has recorded no valuation allowance.

Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the asset. The estimated useful lives of our fixed assets are as follows:

		Computer Equipment		3 Years
		Furniture/Fixtures		3 Years
		Vehicles		5 Years
		Leasehold Improvements		Remaining Lease Term

In the event the estimated useful life of a leasehold improvement is shorter than the remaining lease term, the estimated useful life is used.

Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of FASB Accounting Standards Codification Topic (“ASC”) 360, Property, Plant, and Equipment (“ASC 360”). When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. The Company did not recognize any impairment charges for property, equipment, and leasehold improvements for the years ended December 31, 2020 and 2019.

Intangibles, net

Website Development Costs: The Company accounts for website development costs in accordance with ASC 350, Intangibles — Goodwill and Other. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized, and costs incurred for the operation of the website are expensed as incurred. Costs associated with the website consist of service fees paid to website developers and designers and are amortized on a straight-line basis over their estimated useful life of three years.

Talent Acquisition Costs: The Company capitalizes costs associated with the acquisition of certain members of our talent and amortizes these costs straight-line over their estimated useful lives, which reflect the contractual term of the associated talent agreement.

The Company accounts for the impairment of intangible assets, under the provisions of ASC 360. ASC 360 establishes the accounting for impairment of long-lived tangible and intangible assets other than goodwill and for the disposal of a business. Pursuant to ASC 360, the Company periodically evaluates whether facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If the carrying amount of long-lived assets exceeds the undiscounted future cash flows, the Company will write the carrying value down to the fair value in the period the impairment is identified. The Company did not recognize any impairment charges for intangible assets for the years ended December 31, 2020 and 2019.

Foreign Currency

The Company’s functional and reporting currency is the U.S. dollar. The Company does not have subsidiaries or significant operations outside of the United States and does not have any translation adjustments related to foreign currencies.

Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Transaction gains and losses are recognized in other income/expense in the consolidated statements of operations. For the years ended December 31, 2020 and 2019, we recorded net foreign currency transaction losses of $0.8 million and $0.1 million, respectively.

Revenue Recognition and Contract Balances

In May 2014, the FASB issued new accounting guidance related to revenue recognition. On January 1, 2019, we adopted the new accounting standard and related amendments using the modified retrospective approach. Based on the Company’s assessment, the adoption of ASC 606, Revenue from Contracts with Customers (“ASC 606”) did not have a material impact to the Company’s consolidated financial statements and there were no material differences between the Company’s adoption of ASC 606 and its historic accounting under ASC 605, Revenue Recognition.

We generally record a receivable related to revenue when we have an unconditional right to invoice and receive payment. Contract assets arise from contracts when revenue is recognized over time and the amount of revenue recognized, including our estimate of variable consideration that has been included in the transaction price, exceeds the amount billed to the customer. These amounts are included in contract assets until the right to payment is no longer conditional on events other than the passage of time. These contract assets are reclassified to receivables when the right to consideration becomes unconditional. For the years ended December 31, 2020 and 2019, no impairment was recorded from contract assets.

Our allowances for doubtful accounts are typically immaterial and, if required, are based on our best estimate of expected credit losses inherent in our accounts receivable balance.

Contract liabilities are recorded in the event that the Company bills for services in advance of the time the services are performed, or when cash payments are received or due in advance of satisfying our performance obligations, even if amounts are refundable. Contract liabilities recorded at December 31, 2020 and 2019 represents the Company’s accounting for the timing difference between when funds are received and when the performance obligation is satisfied. Revenue recognized for the year ended December 31, 2020 relating to the contract liability balances as of January 1, 2020 was not material.

The following table disaggregates the Company’s revenue by major type for the years ended December 31, 2020 and 2019:

	(in thousands) Year Ended December 31,
	2020		2019
Brand Sponsorships	$	16,520	$	8,364
Content		12,077		8,036
Consumer Products		6,605		7,326
Esports		2,860		6,818
Other		149		194
Total Revenue	$	38,211	$	30,738

The section below describes our revenue recognition policies and significant judgments in further detail for each major revenue source of the Company.

Brand Sponsorships

Content

Principal Versus Agent Considerations

Consumer Products

• the Company is the party that is primarily responsible for fulfilling the promise to provide the specified good or service,

• the Company has inventory risk before the good is transferred to the customer, and

• the Company is the party that has discretion in establishing pricing for the specified good or service.

Based on our evaluation of the above indicators, we report consumer products revenues on a gross basis.

Esports

Transaction Price Allocated to the Remaining Performance Obligations

For the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2020, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected

durations of one year or less. Revenue expected to be recognized in the future related to performance obligations that have original expected durations greater than one year that are unsatisfied (or partially unsatisfied) as of December 31, 2020 were not material.

Convertible Debt

Advertising Expenses

The Company expenses advertising costs as incurred in accordance with ASC 720, Other Expenses. Advertising expenses are included in sales and marketing expense in the consolidated statements of operations and totaled $65,416 and $64,332 in the years ended December 31, 2020 and 2019, respectively.

Stock-Based Compensation

For stock options, the Company estimates the fair value using the Black-Scholes-Merton option-pricing (“Black-Scholes”) model. The fair value is expensed over the requisite service periods of the awards. As there was no public market for its common stock, the Company determined the volatility for options granted based on an analysis of reported data for a peer group of companies. The expected volatility of options granted has been estimated based on an average of the historical volatility measures of this peer group of companies. The expected life of options has been estimated utilizing the “simplified method” due to the lack of available or sufficient historical exercise data for the Company for the applicable options terms. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero.

Income Taxes

We record a tax provision for the anticipated tax consequences of the reported results of operations. In accordance with ASC 740, Income Taxes, the provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate deferred tax assets each period for recoverability. For those assets that do not meet the threshold of “more likely than not” that they will be realized in the future, a valuation allowance is recorded.

We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense, if applicable income tax returns remain open for examination by applicable authorities, generally three years from filing for federal and four years for state. The Company is not currently under examination by any taxing authority nor has it been notified of an impending examination.

Fair Value Measurement

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities

Level 3: Unobservable inputs which are supported by little or no market activity

The carrying amount of the Company’s financial instruments, including cash, accounts receivable, notes receivable, and accounts payable approximate fair value due to their short-term nature.

Loss Per Common Share

Company issued 718,631 and 36,202 fully vested warrants in which common shares are issuable for little to no consideration for the years ended December 31, 2019 and 2020, respectively. The Company considered these warrants outstanding in the context of basic loss per share and included these warrants in the weighted-average shares of common stock outstanding for the period.

The results of operations were a net loss for the years ended December 31, 2020 and 2019. Therefore, the basic and diluted weighted-average shares of common stock outstanding were the same for all years. Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is antidilutive are as follows (in common equivalent shares):

	Year Ended December 31,
	2020	2019
Warrants	292,790	292,790
Stock options	5,340,000	5,765,000
Convertible preferred stock	3,237,800	3,237,800
Total potentially dilutive common stock equivalents	8,870,590	9,295,590

Segment Reporting

As of and for the years ended December 31, 2020 and 2019, the Company did not have material revenue earned or assets located outside of the United States.

Accounting Pronouncements Recently Adopted

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This standard supersedes the revenue recognition requirements in ASC 605, Revenue Recognition, and most industry-specific guidance. The standard requires an entity to recognize revenue in an amount that reflects the consideration to which the entity expects to receive in exchange for goods or services. During 2016, the FASB issued additional interpretive guidance relating to the standard which covered the topics of principal versus agent considerations and identifying performance obligations and licensing. The new revenue guidance under Topic 606 was adopted on January 1, 2019 using the modified retrospective transition method for all contracts. The adoption of this standard did not have a material impact on the Company’s consolidated financial position or results of operations. The Company did not restate prior period information for the effects of the new standard, nor did the Company adjust the opening balance of its accumulated deficit to account for implementation of the new requirements of this standard.

In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company adopted ASU 2018-07 prospectively as of January 1, 2020. The adoption of ASU 2018-07 did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820). ASU 2018-13 modifies the disclosures on fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timings of such transfers. The ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income (loss). The Company adopted the standard effective January 1, 2020. The adoption of ASU 2018-13 did not have a material effect on the Company’s consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

Restatement of Previously Issued Financial Statements

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Restatement of Previously Issued Financial Statements [Line Items]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 3 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the financial statements of 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 public shares, issued as part of the units sold in the Company’s Public Offering 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. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

The Company concluded that it is appropriate to restate the Company’s previously issued 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, and unaudited balance sheets as of March 31, 2021 and June 30, 2021 as previously reported in each respective period’s Form 10-Q. The following tables summarize the effect of the restatement on each balance sheet (including the restatement of the warrant liability that was previously restated in the Form 10-Q for the period ended March 31, 2021) as follows:

Balance Sheet as of February 23, 2021 (as Revised in Footnote 2 of Form10-Q Filed on May 25, 2021)	As Reported			Adjustment			As Restated
Class A Common stock subject to possible redemption	$	163,556,590		$	8,943,410		$	172,500,000
Class A Common stock, $0.0001 par value	$	141		$	(89	)	$	52
Additional paid-in capital	$	5,120,086		$	(5,120,086	)	$	—
Accumulated deficit	$	(120,650	)	$	(3,823,235	)	$	(3,943,885	)
Total stockholders’ equity (deficit)	$	5,000,008		$	(8,943,410	)	$	(3,943,402	)

Balance Sheet as of March 31, 2021 (per Form10-Q Filed on May 25, 2021)	As Reported			Adjustment			As Restated
Class A Common stock subject to possible redemption	$	163,088,200		$	9,411,800		$	172,500,000
Class A Common stock, $0.0001 par value	$	146		$	(94	)	$	52
Additional paid-in capital	$	5,588,472		$	(5,588,472	)	$	—
Accumulated deficit	$	(589,048	)	$	(3,823,234	)	$	(4,412,282	)
Total stockholders’ equity (deficit)	$	5,000,001		$	(9,411,800	)	$	(4,411,799	)

Statement of Operations for the Three Months Ended March 31, 2021 (per Form10-Q Filed on May 25, 2021)	As Reported			Adjustment			As Restated
Basic and diluted weighted average shares outstanding, redeemable common stock		6,523,528			376,472			6,900,000
Basic and diluted loss per share, redeemable common stock	$	0.00		$	(0.05	)	$	(0.05	)
Basic and diluted weighted average shares outstanding, non-redeemable common stock		4,896,972			(376,472	)		4,520,500
Basic and diluted loss per share, non-redeemable common stock	$	(0.12	)	$	0.07		$	(0.05	)

Statement of Changes in Stockholders’ Equity for the Three Months ended March 31, 2021 (per Form 10-Q Filed on May 25, 2021)	As Reported			Adjustment			As Restated
Sale of 17,250,000 Units on February 23, 2021 through IPO	$	167,382,500		$	(167,382,500	)	$	—
Underwriting fee	$	(3,450,000	)	$	3,450,000		$	—
Offering costs charged to stockholders’ equity	$	(436,189	)	$	436,189		$	—
Reclassification of offering costs related to warrants	$	115,404		$	(115,404	)	$	—
Change in Class A common stock subject to redemption	$	(163,088,200	)	$	163,088,200		$	—
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital	$	—		$	(5,065,051	)	$	(5,065,051	)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit	$	—		$	(3,800,647	)	$	(3,800,647	)

Statement of Cash Flows for the Three Months Ended March 31, 2021 (per Form 10-Q Filed on May 25, 2021)	As Reported			Adjustment		As Restated
Initial value of Class A ordinary shares subject to possible redemption	$	163,556,590		$	8,943,410	$	172,500,000
Change in value of Class A ordinary shares subject to possible redemption	$	(468,390	)	$	468,390	$	—

Balance Sheet as of June 30, 2021 (per Form10-Q Filed on August 11, 2021)	As Reported			Adjustment			As Restated
Class A Common stock subject to possible redemption	$	161,216,660		$	11,283,340		$	172,500,000
Class A Common stock, $0.0001 par value	$	165		$	(113	)	$	52
Additional paid-in capital	$	7,410,925		$	(7,410,925	)	$	—
Accumulated deficit	$	(2,411,514	)	$	(3,872,302	)	$	(6,283,816	)
Total stockholders’ equity (deficit)	$	5,000,007		$	(11,283,340	)	$	(6,283,333	)

Statement of Operations for the Three Months Ended June 30, 2021 (per Form10-Q Filed on August 11, 2021)	As Reported			Adjustment			As Restated
Basic and diluted weighted average shares outstanding, redeemable common stock		16,121,666			1,128,334			17,250,000
Basic and diluted loss per share, redeemable common stock	$	0.00		$	(0.08	)	$	(0.08	)
Basic and diluted weighted average shares outstanding, non-redeemable common stock		5,960,834			(1,128,334	)		4,832,500
Basic and diluted loss per share, non-redeemable common stock	$	(0.31	)	$	0.23		$	(0.08	)

Statement of Operations for the Six Months Ended June 30, 2021 (per Form10-Q Filed on August 11, 2021)	As Reported			Adjustment			As Restated
Basic and diluted weighted average shares outstanding, redeemable common stock		11,349,111			754,480			12,103,591
Basic and diluted loss per share, redeemable common stock	$	0.00		$	(0.14	)	$	(0.14	)
Basic and diluted weighted average shares outstanding, non-redeemable common stock		5,431,842			(754,479	)		4,677,363
Basic and diluted loss per share, non-redeemable common stock	$	(0.44	)	$	0.30		$	(0.14	)

Statement of Changes in Stockholders’ Equity for the Three Months Ended June 30, 2021 (per Form 10-Q Filed on August 11, 2021)	As Reported			Adjustment			As Restated
Offering costs charged to stockholders’ equity	$	(49,068	)	$	49,068		$	—
Change in Class A common stock subject to redemption	$	1,871,540		$	(1,871,540	)	$	—
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit	$	—		$	(49,068	)	$	(49,068	)

Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2021 (per Form 10-Q Filed on August 11, 2021)	As Reported			Adjustment			As Restated
Sale of 17,250,000 Units on February 23, 2021 through IPO	$	167,382,500		$	(167,382,500	)	$	—
Underwriting fee	$	(3,450,000	)	$	3,450,000		$	—
Offering costs charged to stockholders’ equity	$	(485,257	)	$	485,257		$	—
Reclassification of offering costs related to warrants	$	115,404		$	(115,404	)	$	—
Initial value of Class A common stock subject to redemption		(163,556,590	)		163,556,590			—
Change in Class A common stock subject to redemption	$	2,339,930		$	(2,339,930	)	$	—
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital	$	—		$	(5,065,051	)	$	(5,065,051	)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit	$	—		$	(3,872,302	)	$	(3,872,302	)

Statement of Cash Flows for the Six Months Ended June 30, 2021 (per Form 10-Q Filed on August 11, 2021)	As Reported			Adjustment		As Restated
Initial value of Class A ordinary shares subject to possible redemption	$	163,556,590		$	8,943,410	$	172,500,000
Change in value of Class A ordinary shares subject to possible redemption	$	(2,339,930	)	$	2,339,930	$	—

Restatement of Previously Issued Financial Statements [Line Items]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

3. RESTATEMENT OF PREVIOUSLY issued financial statements

Background of the Restatement

In December 2021, the Company concluded that, because of a misapplication of the accounting guidance related to cash flows from its issuance of convertible debt, the Company’s previously issued statements of cash flows for the years ended December 31, 2020 and December 31, 2019 should no longer be relied upon. As such, the Company is restating the statements of cash flows for such periods.

In late 2019, the Company executed an agreement to sell convertible debt securities. While the convertible debt was issued in 2019, the Company did not receive cash payment for $2.8 million of the convertible debt until the first quarter of 2020. As such, the Company recorded a receivable against this convertible debt, which is reflected as Other current assets in the Company’s December 31, 2019 consolidated balance sheet.

In preparing its statement of cash flows for the year ended December 31, 2019, the Company treated the change in this receivable balance as a working capital adjustment offsetting operating cash flow, which understated operating cash flow by $2.8 million and overstated financing cash flow by $2.8 million. With the cash being received in the first quarter of 2020, the same treatment of the $2.8 million overstated operating cash flow by $2.8 million and understated financing cash flow by $2.8 million in the statement of cash flows for the year ended December 31, 2020.

The Company has assessed that the appropriate presentation of the $2.8 million in proceeds of the issuance of the convertible debt in the statement of cash flows for the year ended December 31, 2019 is to show the $2.8 million as a non-cash financing activity, rather than an operating cash adjustment, and to reflect the cash proceeds as a financing cash inflow in the statement of cash flows for the year ended December 31, 2020.

Therefore, the Company concluded that its previously issued statements of cash flows for the years ended December 31, 2020 and December 31, 2019 should be restated because of a misapplication of the guidance with respect to accounting for certain of the Company’s convertible debt cash flow and should no longer be relied upon.

The Company’s accounting for the convertible debt cash flow in the statement of cash flows did not have any effect on the Company’s previously reported consolidated balance sheets, statements of operations, and statements of shareholder’s deficit.

Effects of the Restatement

The following tables set forth the effects of the restatement on the affected line items within our previously reported audited consolidated financial statements.

	(in thousands)
	As Previously Report			Restatement Adjustments			As Restated
Statement of Cash Flows for the year ended December 31, 2019
Net cash used in operating activities	$	(20,928	)	$	2,825		$	(18,103	)
Net cash provided by financing activities		32,647			(2,825	)		29,822
Net change in cash		10,511			—			10,511

Supplemental Disclosure for Non-cash Investing and Financing Activities for the year ended December 31, 2019
Issuance of convertible debt prior to receipt of cash	$	—		$	2,825		$	2,825

Statement of Cash Flows for the year ended December 31, 2020
Net cash used in operating activities	$	(14,031	)	$	(2,825	)	$	(16,856	)
Net cash provided by financing activities		7,254			2,825			10,079
Net change in cash		(7,568	)		—			(7,568	)

Related Party Transactions	6 Months Ended	9 Months Ended	12 Months Ended
Related Party Transactions	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
Related Party Transactions [Line Items]
RELATED PARTY TRANSACTIONS	NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares On June 19, 2020, 4,312,500 shares of our Class B common stock were issued to B. Riley Principal Investments, LLC (the “Founder Shares”). All of the Founder Shares were contributed to the Sponsor in June 2020. As used herein, unless the context otherwise requires, Founder Shares shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the Class A common stock included in the Units being sold in the Proposed Offering, the Founder Shares automatically convert into shares of Class A common stock at the time of the Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below, and the holders of the Founder Shares, as described in more detail below, have agreed to certain restrictions and will have certain registration rights with respect thereto. Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the outstanding shares of common stock upon completion of the Proposed Offering excluding the shares underlying the Private Placement Units. If the Company increases or decreases the size of the Proposed Offering, the Company will effect a stock dividend or share contribution back to capital, as applicable, with respect to its Class B Common Stock immediately prior to the consummation of the Proposed Offering in such amount as to maintain the Founder Share ownership of the Company’s stockholders prior to the Proposed Offering at 20.0% of the Company’s issued and outstanding common stock upon the consummation of the Proposed Offering. The Company’s initial stockholders, officers and directors have agreed, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, (ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (iii) the date following the completion of the Initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Fees Commencing on the date of the prospectus, the Company will agree to pay an affiliate of our sponsor a total of $3,750 a month for office space, utilities and secretarial and administrative support. Upon completion of our Initial Business Combination or our liquidation, we will cease paying these monthly fees. Registration Rights The holders of Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and units that may be issued upon conversion of working capital loans, if any, will have registration rights to require the Company to register the resale of any of its securities held by them (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement to be signed on or before the effective date of the Proposed Offering. These holders will also be entitled to certain piggyback registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Note Payable — Related Party The Company has a note payable to Sponsor which allows the Company to borrow up to $300,000 without interest to be used for a portion of the expenses of this offering. The notes payable is payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummates an initial public offering of its securities. As of December 31, 2020, there were no borrowings outstanding on the note payable due to related party. Payable to Related Party The Company had amounts payable to B. Riley Financial of $998 at December 31, 2020. These amounts primarily reflect expenses relating to formation expenses that were paid on behalf of the Company by B. Riley Financial.	NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares On June 19, 2020, 4,312,500 Founder Shares were issued to B. Riley Principal Investments, LLC. All of the Founder Shares were contributed to the Sponsor in June 2020. As used herein, unless the context otherwise requires, Founder Shares shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the Class A common stock included in the Units sold in the Public Offering, except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below, and the holders of the Founder Shares, as described in more detail below, have agreed to certain restrictions and will have certain registration rights with respect thereto. The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the outstanding shares of common stock upon completion of the Public Offering excluding the shares underlying the Private Placement Units (the “Private Placement Shares”). The Company’s initial stockholders, officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, (ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (iii) the date following the completion of the Initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Business Combination Marketing Agreement Pursuant to a business combination marketing agreement, the Company engaged B. Riley Securities, Inc. as advisors in connection with its Initial Business Combination to assist it in arranging meetings with its stockholders to discuss a potential business combination and the target business’ attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it in obtaining stockholder approval for its Initial Business Combination and assist it with the preparation of press releases and public filings in connection with the Initial Business Combination. The Company will pay B. Riley Securities, Inc. for such services upon the consummation of the Initial Business Combination a cash fee in an amount equal to 3.5% of the gross proceeds of the Public Offering (exclusive of any applicable finders’ fees which might become payable) ($6,037,500 since the underwriters’ over-allotment option was exercised in full). Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete an Initial Business Combination. Administrative Fees Commencing on February 19, 2021, the Company agreed to pay an affiliate of the Sponsor a total of $3,750 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. As of September 30, 2021, amounts due to related party includes $30,000 for administrative fees payable to the Sponsor. Registration Rights The holders of Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Units, Private Placement Shares, Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants) and any securities that may be issued upon conversion of working capital loans, if any, have registration rights to require the Company to register the resale of any of its securities held by them (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement. These holders are also entitled to certain piggyback registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Note Payable — Related Party The Company had a Note Payable to the Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses associated with the Public Offering. The Note Payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. At February 23, 2021, the Note Payable balance was $40,000. The Note Payable was paid in full using proceeds from the Public Offering and the Private Placement on March 1, 2021.
FaZe Clan Inc. [Member]
Related Party Transactions [Line Items]
RELATED PARTY TRANSACTIONS		11. Related PartY TRANSACTIONS Related Party Loan Receivables and Payables The Company has loan receivables from one of FaZe’s founders related to legal and settlement fees that FaZe had paid on their behalf, and commissions payable related to a talent arrangement with FaZe. The Company recorded $0.4 million and $0.7 million in receivables as of September 30, 2021 and December 31, 2020, respectively, related to the anticipated repayment of these fees. In 2021, the Company issued a loan to one of FaZe’s founders. The Company recorded $0.1 million in receivables for this loan as of September 30, 2021. The Company had loan payables to certain members of Company management to help fund its day-to-day operations, all of which has been repaid during the nine months period ended September 30, 2021. The Company recorded $0.5 million in loan payables to related parties as of December 31, 2020. Retainer Consulting Arrangements During the nine months periods ended September 30, 2021 and 2020, the Company had retainer consulting arrangements with co-founders Nordin Shat, Thomas Oliveira, Richard Bengtson, and Sabastian Diamond. The Company recorded approximately $0.6 million and $0.7 million in expenses related to these arrangements for the nine months ended September 30, 2021 and 2020, respectively. These expenses are presented within general and administrative expense within the condensed consolidated statement of operations.	14. RELATED PARTY TRANSACTIONS Wanderset Inc. and W8 Media Group The Company had transactions with Wanderset and W8 Media Corp., two companies controlled by former officers of the Company. The Company was in talks to merge with these two entities and had transactions with these two entities on their consolidated financial statements prior to December 31, 2020 related to day-to-day operations, assuming that the merger was imminent. The merger was not executed, and the company was left in a net receivable position that the Company has determined will not be recoverable. As such, the Company wrote off $2.0 million in net receivables in the year ended December 31, 2019 and a de minimis amount in the year ended December 31, 2020, which were reflected in the general and administrative expenses within the consolidated statement of operations. In addition, the Company had honored certain convertible debt with Wanderset and wrote off $1.7 million related to the proceeds on the convertible debt that the Company determined uncollectible from Wanderset in the year ended December 31, 2019, reflected in general and administrative expense within the consolidated statement of operations. Related Party Loan Receivables and Payables The Company has loan receivables from one of FaZe’s founders related to legal and settlement fees that FaZe had paid on their behalf, and commissions payable related to a talent arrangement with FaZe. The Company recorded $0.7 million and $0.6 million in receivables as of December 31, 2020 and December 31, 2019, respectively, related to the anticipated repayment of these fees. The Company had loan payables to certain members of the management of the Company to help fund its day-to-day operations. The Company recorded $0.5 million and $1.0 million in loan payables to related parties as of the years ended December 31, 2020 and December 31, 2019, respectively. Retainer Consulting Arrangements During the years ended December 31, 2020 and 2019, the Company had retainer consulting arrangements with co-founders Nordin Shat, Thomas Oliveira, Richard Bengtson, and Sabastian Diamond. The Company recorded approximately $0.9 million and $0.3 million in expenses related to these arrangements for the years ended December 31, 2020 and 2019, respectively. These expenses are presented within general and administrative expense within the consolidated statement of operations.

Recurring Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

RECURRING FAIR VALUE MEASUREMENTS

NOTE 5 — RECURRING FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company’s Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	September 30, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Observable Inputs (Level 3)
Assets:
Cash held in Trust Account	$	172,512,555	$	172,512,555	$	—	$	—
	$	172,512,555	$	172,512,555	$	—	$	—
Liabilities:
Public Warrants	$	4,441,300	$	4,441,300	$	—	$	—
Private Placement Warrants		142,133		—		—		142,133
Warrant Liability	$	4,583,433	$	4,441,300	$	—	$	142,133

The changes in Level 3 fair value hierarchy during the three and nine months ended September 30, 2021 included (1) the fair value of the public Warrants of $5,411,933 which transferred from the Level 3 fair value hierarchy to Level 1 fair value hierarchy when the public Warrants started trading on a national market exchange and (2) the change in fair value of the Private Placement Warrants was a decrease in fair value of $6,900.

Warrants

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Statement of Operations.

Initial Measurement

The Company established the initial fair value for the Warrants on February 23, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the public Warrants, and the Black-Sholes Model for Private Placement Warrants based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the Monte Carlo simulation model and Black-Scholes Model were as follows at initial measurement:

Input	February 23, 2021 (Initial Measurement)
Risk-free interest rate		0.9	%
Expected term (years)		6.4
Expected volatility		14.0	%
Exercise price	$	11.50

Subsequent Measurement

As of September 30, 2021, the key inputs into the Black-Scholes Model were as follows in determining the fair value of the private warrants:

Input	Private Warrants
Risk-free interest rate		1.10	%
Expected term (years)		5.8
Expected volatility		13.0	%
Exercise price	$	11.50

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stockholders’ Equity	9 Months Ended	12 Months Ended
Stockholders’ Equity	Sep. 30, 2021	Dec. 31, 2020
Stockholders’ Equity [Line Items]
STOCKHOLDERS’ EQUITY	NOTE 6 — STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company includes up to 100,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination, to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Warrants Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of the Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company will as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, use its best efforts to file with the Securities and Exchange Commission (“SEC”) a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective within 60 business days after the closing of the Initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed, as specified in the Company’s warrant agreement. If the shares issuable upon exercise of the Warrants are not registered under the Securities Act by the 60th business day after the closing of the Initial Business Combination, the Company will be required to permit holders to exercise their Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants. The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and • if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of Class A common stock for capital raising purposes in connection with the closing of the Initial Business Combination, at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the Initial Business Combination, and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. There will be no redemption rights or liquidating distributions with respect to the Warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the 24-month time period.	NOTE 5 — STOCKHOLDER’S EQUITY Common Stock The authorized common stock of the Company includes up to 100,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At December 31, 2020, there were 4,312,500 shares of Class B common stock issued and outstanding (up to 562,500 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised) and no shares of Class A common stock issued and outstanding. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding. Warrants Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of the Initial Business Combination or (b) 12 months from the closing of the Proposed Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company will agree that as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective within 60 business days after the closing of the Initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If the shares issuable upon exercise of the warrants are not registered under the Securities Act by the 60th business day after the closing of the Initial Business Combination, the Company will be required to permit holders to exercise their warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Warrants underlying the Units sold in the Proposed Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants. The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and • if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of Class A common stock for capital raising purposes in connection with the closing of the Initial Business Combination, at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the Initial Business Combination, and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the 24-month time period.
FaZe Clan Inc. [Member]
Stockholders’ Equity [Line Items]
STOCKHOLDERS’ EQUITY	6. Equity Preferred Stock The Company authorized 3,545,529 shares of series A preferred stock with $0.00001 par value. As of September 30, 2021 and December 31, 2020, 3,237,800 shares of series A preferred shares were issued and outstanding. The rights and preferences of the series A preferred shares are summarized below: Dividend Rights: There are no cumulative dividend rights on the preferred shares. Liquidation Preferences: In the event of a liquidation, dissolution or winding up of the Company, the holders of the preferred stock are entitled to be paid out before any payments are made to the holders of the common stock. Series A holders are paid out of the assets of the Company available for distribution at an amount per share equal to the greater of (i) two times the series A original issue price or (ii) an amount per share as would have been payable had all series A preferred shares been converted into common stock. The remaining assets available for distribution are distributed among the holders of common stock. Each share of series A preferred stock will automatically be converted into common stock at the then applicable conversion rate in the event of (i) the closing of a firm commitment underwritten public offering with a price of two times the original issue price (subject to adjustments for stock dividends, splits, combinations and similar events) and gross proceeds to the Company of not less than $25.0 million, or (ii) upon written consent of the requisite holders. The Company determined that the Preferred A common stock is redeemable upon a change-in-control that is not solely in the Company’s control and records $33.7 million in temporary equity. Common Stock As of September 30, 2021 and December 31, 2020, 8,435,596 and 7,397,055 shares were issued and outstanding, respectively.	8. EQUITY Preferred Stock The Company authorized 3,545,529 shares of series A preferred stock with $0.00001 par value. As of December 31, 2020 and 2019, 3,237,800 shares of series A preferred shares were issued and outstanding. The rights and preferences of the series A preferred shares are summarized below: Dividend Rights: There are no cumulative dividend rights on the preferred shares. Liquidation Preferences: In the event of a liquidation, dissolution or winding up of the Company, the holders of the preferred stock are entitled to be paid out before any payments are made to the holders of the common stock. Series A holders are paid out of the assets of the Company available for distribution at an amount per share equal to the greater of (i) two times the series A original issue price or (ii) an amount per share as would have been payable had all series A preferred shares been converted into common stock. The remaining assets available for distribution are distributed among the holders of common stock. Each share of series A preferred stock will automatically be converted into common stock at the then applicable conversion rate in the event of (i) the closing of a firm commitment underwritten public offering with a price of two times the original issue price (subject to adjustments for stock dividends, splits, combinations and similar events) and gross proceeds to the Company of not less than $25.0 million, or (ii) upon written consent of the requisite holders. The Company determined that the Preferred A common stock is redeemable upon a change-in-control that is not solely in the Company’s control and records $33.7 million in temporary equity. During the year ended December 31, 2019, the Company issued 244,573 shares of preferred series A stock to employees and non-employees as compensation for services rendered. Expense associated with the preferred series A shares, which totaled $2.5 million, is included in general and administrative expense within the consolidated statement of operations. During the year ended December 31, 2019, the Company issued 2,512,069 shares of preferred series A stock to settle $22.0 million of convertible debt and $1.9 million of accrued interest outstanding. The difference in the conversion price of $9.09 and the estimated fair value of the preferred series A stock at the commitment date of $4.0 million was accounted for as a beneficial conversion feature and is included in interest expense within the consolidated statement of operations for the year ended December 31, 2019. $2.8 million of the proceeds from the 2019 Convertible Notes had not been collected and was an outstanding receivable as of December 31, 2019, in the Prepaid expenses and other assets line item. The amount was subsequently collected in January and February 2020. During the year ended December 31, 2019, the Company sold 481,158 shares of preferred series A stock for total cash proceeds of $5.0 million. Common Stock In August 2019, the Company amended its certificate of incorporation and enacted a stock split of its common stock of one share to five shares. The accompanying financial statements reflect the stock split retroactively. The stock split resulted in an increase in authorized shares of common stock from 6,380,176 to 31,900,878 at a par value of $0.00001. In 2020, the Company issued 200,000 of common stock as interest payment to Bridging for $0.1 million, reflected in Interest expense, net for the year ended December 31, 2020. In 2019, the Company issued 1,079,555 of common stock to settle legal claims from Hubrick Limited for an amount of $0.6 million, reflected in General and administrative expenses for the year ended December 31, 2019. As of December 31, 2020 and 2019, 7,397,055 and 7,197,055 shares were issued and outstanding, respectively.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Subsequent Events	9 Months Ended	12 Months Ended
Subsequent Events	Sep. 30, 2021	Dec. 31, 2020
Subsequent Events [Line Items]
SUBSEQUENT EVENTS	NOTE 7 — SUBSEQUENT EVENTS Proposed Business Combination On October 24, 2021, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BRPM Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and FaZe Clan Inc., a Delaware Corporation (“FaZe”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into FaZe (the “Merger”), with FaZe surviving the merger in accordance with the Delaware General Corporation Law as a wholly owned subsidiary of the Company (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “Business Combination”). At the closing of the Business Combination (the “Closing”), the Company will change its name to “FaZe Holdings Inc.” (the “Pubco”). Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with investors (including investors related to or affiliated with the Sponsor and an investor that is an existing FaZe securityholder) for an aggregate investment $118,000,000 (the “PIPE Investment”). The closing of the PIPE Investment is conditioned upon, among other things, the satisfaction or waiver of all conditions precedent to the Business Combination and the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide for certain customary registration rights for the PIPE Investors. Affiliates of the Sponsor have subscribed to purchase 2,200,000 shares of Class A common stock at $10.00 per share in the PIPE Investment, for an aggregate purchase price of $22,000,000. The parties have ascribed an equity value of the combined company, following the consummation of the Business Combination, of $987,000,000, assuming none of the Company’s public stockholders seek to redeem their public shares for a pro rata portion of the funds in the Trust Account. In accordance with the terms and subject to the conditions of the Merger Agreement, at the Closing, the Company has agreed to issue to stockholders of FaZe approximately 67,023,763 shares of Pubco common stock at a deemed per share price of $10.00 (“Aggregate Equity Value Consideration”), plus earnout consideration of 6% of the total number of shares of Pubco common stock that are issued and outstanding as of immediately after the Closing (which earnout consideration is subject to forfeiture following Closing if certain price-based vesting conditions are not met during the five years following Closing). The Closing is expected to occur in the first quarter of 2022, following the receipt of required approval by the stockholders of the Company and FaZe, required regulatory approvals and the fulfilment or waiver of other conditions set forth in the Merger Agreement, and the effectiveness of the registration statement to be filed with the SEC in connection with the proposed Business Combination. Amendment to Business Combination Agreement On December 29, 2021, BRPM, FaZe, and Merger Sub entered into the Merger Agreement Amendment. The Merger Agreement Amendment amends the Merger Agreement to (i) clarify the definition of Acquiror Sale Price and the equity accounting treatment of the Earn-Out Shares and (ii) remove the requirement that the initial New FaZe Board consist of nine directors. The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through January 6, 2022. The Company did not identify any subsequent events other than what was disclosed above that would have required adjustment or disclosure in the financial statements.	NOTE 6 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through January 8, 2021, the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
FaZe Clan Inc. [Member]
Subsequent Events [Line Items]
SUBSEQUENT EVENTS	13. SUBSEQUENT EVENTS In preparing the unaudited consolidated financial statements, the Company has evaluated subsequent events through January 6, 2022, which is the date the unaudited condensed consolidated financial statements were available for issuance. Restricted Shares In October 2021, the Company granted 602,917 shares of time-based restricted stock awards under the Company’s Amended and Restated 2019 Equity Incentive Plan to the Company’s employees, founders, advisors and members of the talent network, with a vesting period of two years. CPH On October 23, 2021, the Company entered into an agreement with the CPH Noteholders, for the settlement of the accrued interest on the CPH Notes and CPH’s right, but not the obligation, to purchase additional Notes from the Company for up to $36.7 million expiring in June 2022. The CPH Right has an anti-dilution feature and survives beyond a change-in-control event, including a merger transaction with a special purpose acquisition company. The Company settled the accrued interest and the CPH Right for 523,763 and 4,800,000 shares of BRPM common stock, respectively, issuable upon the close of the merger (see below). Agreement and Plan of Merger On October 24, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with B. Riley 150 and BRPM Merger Sub, Inc., a direct wholly owned subsidiary of B. Riley 150 (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of B. Riley 150. At the closing of the business combination, B. Riley 150 will change its name to “FaZe Holdings Inc.” The closing of the merger is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the receipt of required approval by the stockholders of B. Riley 150 and the Company, required regulatory approvals and the fulfillment of other conditions set forth in the Merger Agreement, and the effectiveness of the registration statement to be filed with the U.S. Securities and Exchange Commission in connection with the transaction. Financing On October 25, 2021, the Company secured additional financing from Cox Investment Holdings, Inc. of $5.0 million in exchange for the Company’s senior secured convertible notes. Claims Prior to September 30, 2021, the Company had recorded a legal accrual of $1.2 million related to a claim from Treschow-Fritzoe AS that the Company failed to repay Treschow-Fritzoe AS for funds received by the Company in 2017. Subsequent to September 30, 2021, the Company entered into a settlement agreement with Treschow-Fritzoe AS and adjusted its legal accrual from $1.2 million to $0.8 million as of September 30, 2021. The $0.8 million will be paid off no later than April 1, 2022.	16. SUBSEQUENT EVENTS In preparing the audited consolidated financial statements, the Company has evaluated subsequent events through October 21, 2021, which is the date the audited consolidated financial statements were available for issuance. Litigation On May 21, 2021, Alissa Violet Marie Butler filed suit in the Superior Court of the State of California for the County of Los Angeles against FaZe Clan Inc., Dentons US LLP, Wilson Sonsini Goodrich & Rosati, P.C. Ms. Butler alleges that she is entitled to shares of the Company’s stock. Ms. Butler has not alleged a specific number of shares that she was promised and agrees that there is no written documentation where she is promised shares. The Company is not able to estimate the potential financial impact as of the date of these consolidated financial statements. Financing Subsequent to December 31, 2020, the Company amended the terms of the agreement with CPH Phase III SPV L.P., who purchased an additional $25.0 million of Secured Convertible Promissory Notes. The amended terms grant CPH Phase III SPV L.P. the right, but not the obligation, to purchase an additional $36.7 million of Secured Convertible Promissory Notes. Subsequent to December 31, 2020, the Company secured financing from Cox Investment Holdings, Inc. of $10.0 million in exchange for the Company’s senior secured convertible notes. Stock Options and Restricted Shares In July 2021, the Company’s Board of Directors increased the allowable grants of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units of the Amended and Restated 2019 Equity Incentive Plan from 8,000,000 to 10,500,000. In July 2021, the Company granted stock options to purchase 6,600,166 shares of the Company’s common stock and 22,197 shares of time-based restricted stock awards under the Company’s Amended and Restated 2019 Equity Incentive Plan to the Company’s employees, founders, advisors and members of the talent network. The stock options and restricted shares had vesting periods ranging from two to four years. Additionally, in October 2021, the Company granted 602,917 shares of time-based restricted stock awards under the Company’s Amended and Restated 2019 Equity Incentive Plan to the Company’s employees, founders, advisors and members of the talent network, with a vesting period of two years. B. Riley 150 Principal Merger On July 30, 2021, the Company and B. Riley Principal 150 Merger Corp. (“B. Riley 150”) (NASDAQ:BRPMU), a special purpose acquisition company sponsored by B. Riley Financial, entered into a letter of intent for a business combination that may result in the Company becoming a wholly-owned subsidiary of B. Riley 150. If such business combination is ultimately completed, the Company would effectively comprise all of B. Riley 150’s material operations. SUBSEQUENT EVENTS (Unaudited) Agreement and Plan of Merger On October 24, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with B. Riley 150 and BRPM Merger Sub, Inc., a direct wholly owned subsidiary of B. Riley 150 (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of B. Riley 150. At the closing of the business combination, B. Riley 150 will change its name to “FaZe Holdings Inc.” The closing of the merger is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the receipt of required approval by the stockholders of B. Riley 150 and the Company, required regulatory approvals and the fulfillment of other conditions set forth in the Merger Agreement, and the effectiveness of the registration statement to be filed with the U.S. Securities and Exchange Commission in connection with the transaction. Financing On October 25, 2021, the Company secured additional financing from Cox Investment Holdings, Inc. of $5.0 million in exchange for the Company’s senior secured convertible notes.

Public Offering

6 Months Ended

Dec. 31, 2020

Regulated Operations [Abstract]

PUBLIC OFFERING

NOTE 3 — PUBLIC OFFERING

Pursuant to the Proposed Offering, the Company intends to offer for sale 15,000,000 Units at an offering price of $10.00 per Unit. The Sponsor will subscribe to purchase an aggregate of 475,000 Units (or 520,000 Units if the underwriters’ over-allotment option is exercised in full — see below) at a price of $10.00 per Private Placement Unit in a private placement that will close simultaneously with the Proposed Offering.

Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-third of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock (each, a “Warrant” and, collectively, the “Warrants” and, with respect to the warrants underlying the Private Placement Units, the “Private Placement Warrants”). One Warrant entitles the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share.

The Company has also granted the underwriters a 45-day option to purchase on a pro rata basis up to 2,250,000 additional Units at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of Units.

The Company expects to pay underwriting commissions equal to 2.0% of the gross proceeds of the Proposed Offering at the time of the Proposed Offering.

Business Combination Marketing Agreement

The Company will engage B. Riley Securities, Inc. as advisors in connection with its Initial Business Combination to assist it in arranging meetings with its stockholders to discuss a potential business combination and the target business’ attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it in obtaining stockholder approval for its Initial Business Combination and assist it with the preparation of press releases and public filings in connection with the Initial Business Combination. The Company will pay B. Riley Securities, Inc. for such services upon the consummation of the Initial Business Combination a cash fee in an amount equal to 3.5% of the gross proceeds of the Proposed Offering (exclusive of any applicable finders’ fees which might become payable) ($5,250,000 or up to $6,037,500 if the underwriters’ over-allotment option is exercised in full). Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete an Initial Business Combination.

Description of the Business	9 Months Ended	12 Months Ended
Description of the Business	Sep. 30, 2021	Dec. 31, 2020
FaZe Clan Inc. [Member]
Description of the Business [Line Items]
DESCRIPTION OF THE BUSINESS	1. description of the business FaZe Clan, founded in 2010, is a lifestyle and media platform rooted in gaming and youth culture. The Company’s premium brand, talent network, and large audience can be monetized across a variety of products and services.	1. DESCRIPTION OF THE BUSINESS FaZe Clan, founded in 2010, is a lifestyle and media platform rooted in gaming and youth culture. The Company’s premium brand, talent network, and large audience can be monetized across a variety of products and services.

Property, Equipment and Leasehold Improvements

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Property, Equipment and Leasehold Improvements [Line Items]

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

3. PROPERTY, equipment and leasehold improvements

Property, equipment and leasehold improvements as of September 30, 2021 and December 31, 2020 consisted of the following:

	(in thousands)
	September 30, 2021			December 31, 2020
Furniture/Fixtures	$	159		$	153
Computer Equipment		579			306
Vehicles		106			106
Leasehold improvements		436			409

Subtotal		1,280			974
Less accumulated depreciation		(600	)		(297	)
Property, equipment and leasehold improvements, net	$	680		$	677

Depreciation expense totaled $0.3 million and $0.2 million for the nine months ended September 30, 2021 and 2020, respectively.

4. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Property, equipment and leasehold improvements as of December 31, 2020 and 2019 consisted of the following:

	(in thousands)
	December 31, 2020			December 31, 2019
Furniture/Fixtures	$	153		$	76
Computer Equipment		306			92
Vehicles		106			—
Leasehold improvements		409			139

Subtotal		974			307
Less accumulated depreciation		(297	)		(22	)
Property, equipment and leasehold improvements, net	$	677		$	285

Depreciation expense totaled $0.3 million and $21,547 for the years ended December 31, 2020 and 2019, respectively.

Intangible Assets

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Intangible Assets [Line Items]

INTANGIBLE ASSETS

4. INTANGIBLE ASSETS

Intangible assets as of September 30, 2021 and December 31, 2020 consisted of the following:

		(in thousands)
As of September 30, 2021	Useful Life	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Website Development	3 years	$	191	$	58	$	133
Talent Acquisition	2 years		901		901		—
Intangible assets subject to amortization			1,092		959		133
Content			247		—		247
Intangible Assets, Net		$	1,339	$	959	$	380

		(in thousands)
As of December 31, 2020	Useful Life	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Website Development	3 years	$	123	$	15	$	108
Talent Acquisition	2 years		901		572		329
		$	1,024	$	587	$	437

Amortization expense totaled $0.4 million and $0.3 million for the nine months ended September 30, 2021 and 2020, respectively.

The following table presents the estimated future amortization of intangible assets (in thousands):

Years ending December 31,		(in thousands)
2021 (remainder)	$	16
2022		63
2023		49
2024		5
Total future amortization of amortizable intangible assets	$	133

5. INTANGIBLES ASSETS

Intangible assets as of December 31, 2020 and 2019 consisted of the following:

	Useful Life	(in thousands)
	Useful Life	December 31, 2020			December 31, 2019
Website Development	3 years	$	123		$	—
Talent Acquisition	2 years		901			901
Subtotal			1,024			901
Less accumulated amortization			(587	)		(121	)
Intangible Assets, Net		$	437		$	780

Amortization expense totaled $0.5 million and $0.1 million for the years ended December 31, 2020 and 2019, respectively.

The following table presents the estimated future amortization of intangible assets (in thousands):

Years ending December 31,	(in thousands)
2021	$	370
2022		41
2023		26
Total future amortization of amortizable intangible assets	$	437

Debt

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Debt [Line Items]

DEBT

5. DEBT

Debt as of September 30, 2021 and December 31, 2020 consisted of the following:

	(in thousands)
	September 30, 2021			December 31, 2020
2021 Cox Convertible Promissory Note	$	10,000		$	—
2021 Convertible Promissory Notes		675			—
2020 Secured Convertible Promissory Note		55,000			30,000
2020 Convertible Promissory Notes		2,525			2,525
2020 PPP Loan		1,123			1,123
Related Party Loans		—			496
Other Loans		37			—
Total Principal Amount Outstanding		69,360			34,144
Less: Short-Term Debt		(3,148	)		(2,910	)
Less: Unamortized Debt Issuance Costs		(404	)		(251	)
Long-Term Debt, Net	$	65,808		$	30,983

2021 Cox Convertible Promissory Notes

In August 2021, the Company entered into an agreement with Cox Investment Holdings, Inc. (“Cox”) to which the Company sold convertible promissory notes totaling $10.0 million. The maturity date is the earliest of (a) December 15, 2023, (b) the consummation of an initial public offering, (c) the merger of the Company with another entity, (d) a transaction pursuant to which more than 50% of the Company’s equity securities come to be owned by an unrelated third party, (e) a sale of all or substantially all of the assets of the Company, or (f) the consummation of a private round of equity financing resulting in aggregate gross proceeds to the Company of at least $15.0 million (“Cox Qualified Financing”). In addition, Cox has the right to purchase additional convertible promissory notes from the Company in the aggregate principal amount of $5.0 million, which right will expire two business days after Cox receives an audit report from the Company. Cox exercised this right and purchased an additional $5.0 million in Cox Convertible Promissory Notes subsequent to September 30, 2021. Refer to Note 13, Subsequent Events.

The convertible promissory notes are convertible, at the investor’s election, into shares of common stock or shares of the series or class of capital stock most recently sold in a Cox Qualified Financing consummated prior to such time. The conversion price is equal to the lesser of (a) the imputed pre-money enterprise value of the Company with respect to the Cox Qualified Financing most recently consummated prior to the time of determination, and (b) $250.0 million minus the then outstanding debt of the company in excess of $25.0 million, divided by the total number of shares of capital stock of the Company then currently issued and outstanding, calculated on an as-exercised, as-converted, fully diluted basis, but excluding (a) shares of capital stock of the Company issuable upon the conversion of the Note, and (b) shares of capital stock issuable upon conversion of other convertible notes or indebtedness then outstanding.

The 2021 Cox Convertible Promissory Notes, which cannot be prepaid without consent of the holder, bear interest at a rate of 10.00% per annum and are secured against substantially all assets of the Company.

The Company evaluated the embedded conversion feature in accordance with ASC 815 and determined that embedded conversion feature did not meet the definition of a derivative and therefore did not account for it as a separate derivative liability.

2021 Convertible Promissory Note

In June and August 2021, the Company entered into Convertible Promissory Note agreements with accredited investors pursuant to which the Company sold Promissory Notes totaling $0.7 million. For each note issued, the maturity date is the second anniversary of the date of the Purchase Agreement. The conversion price is equal to 90% of the price per share sold in a Preferred Stock Financing, provided the price is subject to adjustment in the event the Company’s enterprise value is greater than $250.0 million on that date.

The 2021 Convertible Promissory Notes, which cannot be prepaid without consent of the holder, bear interest at a rate of 4.00% per annum and are subordinate and junior in right of payment to any Senior Indebtedness of the Company.

The 2021 Convertible Promissory Notes are recorded as long-term debt.

2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note

In December 2020, the Company entered into a Secured Convertible Note Purchase Agreement as amended on February 22, 2021, April 23, 2021, and August 16, 2021 (together, the “Purchase Agreement”) with CPH Phase II SPV L.P. and CPH Phase III SVP L.P., accredited investors, (collectively referred to as “CPH Noteholders”) pursuant to which the Company agreed to sell Secured Convertible Promissory Notes (the “CPH Notes”), for a total of up to $91.7 million, to the investors. The Company issued Secured Convertible Promissory Notes to the investors for a total of $55.0 million. The purchasers have the right, but not the obligation, to purchase additional Notes from the Company for up to $36.7 million expiring in June 2022 (“CPH Right”).

For each note issued under the Purchase Agreement, the maturity date is the earlier of December 15, 2023 of either (i) an initial public offering, (ii) a transaction or series of related transactions pursuant to which more than 50% of the Company’s equity securities come to be owned by an unrelated third party or (iii) the sale of all or substantially all of the assets of the Company (a “Liquidity Event”). The Notes are convertible, at the investor’s election, into shares of common stock or shares of the series or class of capital stock (“Conversion Shares”) sold in a private round of equity financing consummated after January 1, 2021 that result in gross proceeds of at least $15.0 million (a “CPH Qualified Financing”). The conversion price is equal to the imputed pre-money enterprise value of the Company with respect to the CPH Qualified Financing divided by the total number of shares of capital stock then currently issued and outstanding, calculated on an as-exercised, as-converted, fully diluted basis, but excluding shares of capital stock of the Company issuable to the investor upon conversion of the Notes. The conversion price is subject to adjustment in the event the Company’s enterprise value is greater than $250.0 million at the time of conversion.

The Company may prepay the Notes in whole or in part at any time without penalty, provided the investor has the right to utilize the proceeds to purchase the Conversion Shares at the conversion price prior to the maturity date. The Notes bear interest at 10.00% per annum and are secured against substantially all assets of the Company.

The 2020 Secured Convertible Promissory Note is recorded as long-term debt, net of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings.

2020 Convertible Promissory Notes

In March — June 2020, the Company entered into Convertible Promissory Note agreements with accredited investors pursuant to which the Company sold Promissory Notes totaling $2.5 million. For most of the notes issued, the maturity date is the earlier of December 31, 2021 or the closing of a private round of preferred stock financing with immediately available proceeds of at least $1.0 million (a “Preferred Stock Financing”), with one note of $0.5 million with a maturity date as the earlier of April 21, 2023 or the or the closing of a private round of preferred stock financing with immediately available proceeds of at least $1.0 million. The conversion price is equal to 90% of the price per share sold in a Preferred Stock Financing, provided the price is subject to adjustment in the event the Company’s enterprise value is greater than $250.0 million on that date.

The 2020 Convertible Promissory Notes, which cannot be prepaid without consent of the holder, bear interest at a rate of 4.00% per annum and are subordinate and junior in right of payment to any Senior Indebtedness of the Company.

The 2020 Convertible Promissory Notes are recorded as short-term debt.

2020 Paycheck Protection Program Loan (“PPP Loan”)

In May 2020, the Company entered into a Promissory Note dated May 4, 2020 (the “PPP Note”) with Harvest Small Business Finance, LLC (“Harvest”), pursuant to which Harvest agreed to make a loan to the Company under the Paycheck Protection Program offered by the U.S. Small Business Administration in a principal amount of $1.1 million pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves, rent, utilities, and interest on certain other outstanding debt. Under the terms of the PPP Note, the Company may be eligible for full or partial loan forgiveness; however, no assurance is provided that the Company will apply for, or obtain forgiveness for, any portion of the SBA Loan.

We will be required to make principal and interest payments in monthly installments, beginning ten months after the last day of the covered period, on the balance that is not forgiven. We may apply for forgiveness until the maturity date of the loan, which is two years from initial disbursement. We continue to contemplate applying for forgiveness under the terms of the loan. The loan matures in two years and bears interest at a rate of 1.00% per annum.

The PPP Loan is recorded as short-term debt.

Fair Value of Debt

The Company’s debt is not measured at fair value on a recurring basis. The Company estimates the fair value of all debt instruments using commonly accepted valuation methodologies and inputs that are not directly observable. As such, all debt instruments are categorized as Level 3. The amount of the fair value is materially the same as carrying value, primarily due to near term maturity dates or recent issuance dates.

7. DEBT

Debt as of December 31, 2020 and 2019 consisted of the following:

	(in thousands)
	December 31, 2020			December 31, 2019
2020 Secured Convertible Promissory Note	$	30,000		$	—
2020 Convertible Promissory Notes		2,525			—
2020 PPP Loan		1,123			—
2019 Term Loan		—			23,289
Related Party Loans		496			1,022
Other Loans		—			119
Total Principal Amount Outstanding		34,144			24,430
Less: Short-Term Debt		(2,910	)		—
Less: Unamortized Debt Issuance Costs		(251	)		(1,393	)
Net Long Term Debt	$	30,983		$	23,037

As of December 31, 2020, long-term debt maturities for the next five years and thereafter are as follows (in thousands):

Year ending December 31,	(in thousands)
2021	$	2,910
2022		1,123
2023		30,000
2024		—
2025		—
Thereafter		111
	$	34,144

2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note

In December 2020, the Company entered into a Secured Convertible Note Purchase Agreement (the “Purchase Agreement”) with CPH Phase II SPV L.P., an accredited investor, pursuant to which the Company agreed to sell Secured Convertible Promissory Notes (the “Notes”), for a total of up to $66.7 million, to the investor. At closing, the Company issued a Secured Convertible Promissory Note to the investor for a total of $30.0 million. The purchaser has the right, but not the obligation, to purchase additional Notes from the Company in the following tranches:

• Up to $10.0 million within 45 days following closing of the Purchase Agreement.

• Up to $20.0 million within one year following closing of the Purchase Agreement.

• Up to $6.7 million within 18 months following closing of the Purchase Agreement.

The purchaser’s right to purchase up to $6.7 million of additional Notes within 18 months is only available in the event the option to purchase $10.0 million of additional Notes is exercised within 45 days of the closing of the Purchase Agreement. Refer to Note 16, Subsequent Events, below.

For each note issued under the Purchase Agreement, the maturity date is the earlier of three years after the issuance date or the date of consummation of either (i) an initial public offering, (ii) a transaction or series of related transactions pursuant to which more than 50% of the Company’s equity securities come to be owned by an unrelated third party or (iii) the sale of all or substantially all of the assets of the Company (a “Liquidity Event”). The Notes are convertible, at the investor’s election, into shares of common stock or shares of the series or class of capital stock (“Conversion Shares”) sold in a private round of equity financing consummated after January 1, 2021 that result in gross proceeds of at least $15.0 million (a “Qualified Financing”). The conversion price is equal to the imputed pre-money enterprise value of the Company with respect to the Qualified Financing divided by the total number of shares of capital stock then currently issued and outstanding, calculated on an as-exercised, as-converted, fully diluted basis, but excluding shares of capital stock of the Company issuable to the investor upon conversion of the Notes. The conversion price is subject to adjustment in the event the Company’s enterprise value is greater than $250.0 million at the time of conversion.

The 2020 Secured Convertible Promissory Note is recorded as long-term debt, net of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings.

2020 Convertible Promissory Notes

In March — June 2020, the Company entered into Convertible Promissory Note agreements with accredited investors pursuant to which the Company sold Promissory Notes totaling $2.5 million. For each note issued, the maturity date is the earlier of December 31, 2021 or the closing of a private round of preferred stock financing with immediately available proceeds of at least $1.0 million (a “Preferred Stock Financing”). The conversion price is equal to 90% of the price per share sold in a Preferred Stock Financing, provided the price is subject to adjustment in the event the Company’s enterprise value is greater than $250.0 million on that date.

The Convertible Promissory Notes, which cannot be prepaid without consent of the holder, bear interest at a rate of 4.00% per annum and are subordinate and junior in right of payment to any Senior Indebtedness of the Company.

The 2020 Convertible Promissory Notes are recorded as short-term debt.

2020 Paycheck Protection Program Loan (“PPP Loan”)

In May 2020, the Company entered into a Promissory Note dated May 4, 2020 (the “PPP Note”) with Harvest Small Business Finance, LLC (“Harvest”), pursuant to which Harvest agreed to make a loan to the Company under the Paycheck Protection Program offered by the U.S. Small Business Administration in a principal amount of $1.1 million pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves, rent, utilities, and interest on certain other outstanding debt. Under the terms of the SBA Loan, the Company may be eligible for full or partial loan forgiveness; however, no assurance is provided that the Company will apply for, or obtain forgiveness for, any portion of the SBA Loan.

The PPP Loan is recorded as long-term debt.

2019 Term Loan Facility (“Term Loan”)

In October 2019, the Company entered into a Term Loan agreement with Bridging Financing Inc. (“Bridging”), pursuant to which Bridging agreed to make a loan to the Company in the amount of 30.0 million Canadian dollars (the “Loan”). The Loan matured on the earlier of (i) 24 months following the closing date or (ii) a date one day prior to the maturity of any of convertible notes outstanding. Interest on the Loan accrued at a rate equal to the Bank of Nova Scotia Prime plus 4.05%, per annum.

The Loan may be prepaid, however the payment is subject to a penalty rate equal to the daily interest rate (on the date of the prepayment) times the number of days between the date of the prepayment and October 28, 2020. The Term Loan was convertible into shares of common stock at the discretion of Bridging, at a price equal to

$220.0 million divided by the total number of shares outstanding on a fully-diluted basis. The loan is subject to a financial covenant, whereby, as of the last day of the fiscal quarter, we were required to maintain a minimum balance of cash in a deposit account, for the immediately prior 12 calendar months. We were not in compliance with this covenant for certain periods of 2020 and 2019; however, noncompliance did not result in any event of default or financial penalty with the lender. The Term Loan was fully paid in 2020 upon issuance and sale of the 2020 Secured Convertible Promissory Note. The Company issued $0.1 million in common stock to Bridging to pay down the interest. Refer to Note 8 below. As a result, we wrote off the related unamortized discount and issuance costs, which were included in interest expense.

2019 Convertible Promissory Notes

From 2018 to 2019, the Company entered into Convertible Promissory Note agreements (“2019 Convertible Notes”) with accredited investors pursuant to which the Company sold promissory notes totaling $22.0 million. For each note issued, the maturity date is the earlier of December 31, 2020 or the closing of a private round of preferred stock financing with immediately available proceeds of at least $5.0 million ( “the 2019 Preferred Stock Financing”). The conversion price is the lower of (i) 90% of the price per share sold in the 2019 Preferred Stock Financing or (ii) the price per share capped at a valuation of $140.0 million including in the event that the Company’s enterprise value is greater than $140.0 million on the date of the 2019 Preferred Stock Financing.

The 2019 Convertible Notes, which cannot be prepaid without consent of the holder, bear interest at a rate of 4.00% per annum and are subordinate and junior in right of payment to any Senior Indebtedness of the Company.

In December 2019, the 2019 Convertible Notes were converted into 2,512,069 shares of Preferred Series A stock in conjunction with the 2019 Preferred Stock Financing. The Company determined the commitment date to be the date of the conversion (“Conversion Date”) as the amount of Preferred A shares to be converted to is not firm until the conversion happens. The Company determined that at the 2019 Convertible Notes’ commitment date, this conversion feature was beneficial to the investors and, as such, calculated and recorded a beneficial conversion feature (“BCF”). The intrinsic value of the BCF, which was calculated utilizing the fair value of the underlying Preferred A shares at commitment date and the effective conversion price, was $4.0 million and was recorded as a charge to interest expense at the Conversion Date in the consolidated statement of operations for the year ended December 31, 2019. Refer to Note 8 below.

In conjunction with the 2019 Convertible Promissory Notes, the Company had honored certain convertible debt with Wanderset, Inc. (“Wanderset”) and recognized approximately $1.7 million of expense for the year ended December 31, 2019, reflected in general and administrative expense within the consolidated statement of operations. Refer to Note 14 below.

Fair Value of Debt

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Stock Compensation Expense and Warrants

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Stock Compensation Expense and Warrants [Line Items]

STOCK COMPENSATION EXPENSE AND WARRANTS

7. Stock Compensation Expense AND WARRANTS

Equity Incentive Plan

The 2019 Equity Incentive Plan (the “Plan”) was approved by the Board and stockholders of the Company in October 2019. The Plan allows grants of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units, generally to directors, employees, consultants and service providers. In July 2021, the Company’s Board of Directors increased the allowable grants of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units of the Amended and Restated 2019 Equity Incentive Plan from 8,000,000 to 10,500,000.

The Board administers the Plan and determines which eligible participants are to receive option grants or stock issuances under the Plan, the times when the grants or issuances are to be made, the number of shares of common stock subject to each grant or issuance, the status of any granted options as either an incentive stock option or a non-statutory stock option under federal tax laws, the vesting schedule to be in effect for the option grant or stock issuance, and the maximum term for which any granted option is to remain outstanding. The term of the option shall be provided in the award agreements; however, the maximum term of the option shall be ten years from the date of grant. If the participant holds 10% or more of voting power at the time when the incentive stock option was granted, then the maximum term of the option shall be five years. The exercise price for the shares to be issued will not be less than the fair market value per share on the grant date. If the participant holds 10% or more of voting power, then the share exercise price will not be less than 110% of the fair market value per share on the grant date.

The following table contains information about the plan as of September 30, 2021:

				Awards Reserved for Issuance		Awards Outstanding		Awards Available for Grant
		Amended 2019 Equity Incentive Plan		10,500,000		8,964,772		1,535,228

Stock Option Repricing

On July 19, 2021, the Company’s Board of Directors approved a one-time stock option repricing program (the “Option Repricing”) authorizing the Company to reprice certain outstanding stock options to purchase the Company’s common stock held by eight executives, consultants, and investors (the “Eligible Options”), which became effective on July 19, 2020. Pursuant to this Option Repricing, options to purchase 2,150,000 shares of common stock were repriced from a $5.00 exercise price to a $0.85 exercise price. The impact of the Option Repricing was a one-time incremental non-cash charge of $ 0.3 million, which was recorded as stock compensation expense included in general and administrative expense within the condensed consolidated statements of operations.

Stock Options

The Company granted stock options to purchase 6,147,702 shares of the Company’s common stock during the nine months ended September 30, 2021. There were no stock options granted during the nine months ended September 30, 2020.

The following table summarizes the Company’s stock option activity and related information for the nine months ended September 30, 2021:

	Number of Shares		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life in Years	Aggregate Intrinsic Value of In-the-Money Options
Options Outstanding and Exercisable as of December 31, 2020	5,340,000		$	5.00	18.8		—
Options Granted	6,147,702		$	0.85
Options Exercised	(38,541	)	$	0.85
Options Forfeited	(61,253	)	$	0.85
Options Cancelled	(2,400,000	)	$	5.00
Options Expired	(45,333	)	$	0.85
Options Outstanding as of September 30, 2021	8,942,575		$	1.22	9.13	$	—
Options Vested and Exercisable as of September 30, 2021	4,732,492		$	1.53	8.70	$	—

The weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2021 was $0.15 per share. The total fair value of options that vested during the nine months ended September 30, 2021 and 2020 were $0.3 million and zero, respectively. The aggregate intrinsic value of options exercised during the nine months ended September 30, 2021 and 2020 were zero.

The compensation cost for options granted in 2021 recognized for the nine months ended September 30, 2021 was $0.3 million, and is included in general and administrative expense within the condensed consolidated statements of operations.

As of September 30, 2021, 38,541 stock options were exercised with $32,760 of cash received in October 2021. The cash proceeds are recognized as a receivable as of September 30, 2021 and is included in prepaid expenses and other assets within the condensed consolidated balance sheet.

As of September 30, 2021, there was $0.6 million of total unrecognized stock-based compensation cost related to nonvested stock options. The cost is expected to be recognized over a weighted-average period of 2.9 years.

The weighted-average assumptions utilized to estimate the fair value of options granted are presented in the following table:

	September 30, 2021
Stock price	$	0.72
Expected term		2.0 – 6.0 Years
Volatility		30.0% – 34.0%
Risk-Free Interest Rate		0.21% – 0.84%
Dividend Yield		0.0%

Restricted Stock Awards

The Company has granted 22,197 shares of time-based restricted stock awards during the nine months ended September 30, 2021. Restricted stock awards generally vest over a period of 2 years.

The following table summarizes the Company’s restricted stock award activity and related information for the nine months ended September 30, 2021.

	Number of Shares	Weighted- Average Grant Date Fair Value Per Share
Nonvested restricted stock awards as of December 31, 2020	—		—
Granted	22,197	$	0.72
Vested	—		—
Forfeited	—		—
Nonvested restricted stock awards as of September 30, 2021	22,197	$	0.72

The fair value of a restricted stock award is determined based on the number of shares granted and the fair value of the Company’s common stock on the date issued.

As of September 30, 2021, there was $14,384 of unrecognized compensation cost related to nonvested restricted stock awards. This amount is expected to be recognized on a straight-line basis over the remaining vesting period of 1.7 years.

Non-employee Warrants

During the nine months ended September 30, 2020, the Company issued warrants to purchase 36,202 shares of common stock, to non-employees, as compensation for services rendered. The warrants were fully vested at the grant date and the maximum term of the warrants is nine to ten years. No warrants were exercised during the nine months periods ended September 30, 2021 and 2020. Expenses associated with these warrants are included in general and administrative expenses within the condensed consolidated statement of operations.

The following table summarizes warrant activity for the nine months ended September 30, 2020:

				Common Warrants
		Warrants Outstanding as of December 31, 2019		618,631
		Warrants Granted and Vested		36,202
		Warrants Outstanding as of September 30, 2020		654,833

The weighted-average exercise price and weighted-average grant date fair value of the warrants granted by the Company were as follows:

	For the Nine Months Ended September 30, 2020
	Weighted- Average Exercise Price		Weighted- Average Fair Value
Common Stock Warrants – Non-employees	$	0.01	$	0.53

The weighted-average assumptions utilized to estimate the fair value of the common stock warrants granted are presented in the following table:

				September 30, 2020
		Stock Price		0.53
		Expected term		4 Years
		Volatility		228.6%
		Risk-Free Interest Rate		1.9%
		Dividend Yield		0.0%

Stock Compensation Expense

Stock-based compensation expense for the periods presented was comprised of the following, which were included in general and administrative expenses within the condensed consolidated statement of operations:

	(in thousands) For the Nine Months Ended
	September 30, 2021		September 30, 2020
	Stock-Based Compensation Expense		Stock-Based Compensation Expense
Stock Options	$	653	$	—
Restricted stock awards		2		—
Common Stock Warrants – Non-Employee		—		20
Total Stock – Based Compensation Expense	$	655	$	20

In addition, approximately $62,000 has been included in cost of revenues for the nine months ended September 30, 2021 and 2020, for stock-based compensation expense related to the services provided by Commerce Media Holdings, LLC. Compensation costs related to Commerce Media Holdings, LLC of $0.2 million and $0.3 million were capitalized and is included in prepaid expenses and other assets as of September 30, 2021 and 2020, respectively.

9. STOCK COMPENSATION EXPENSE AND WARRANTS

Stock Options

The Board administers the Plan and determines which eligible participants are to receive option grants or stock issuances under the Plan, the times when the grants or issuances are to be made, the number of shares of common stock subject to each grant or issuance, the status of any granted options as either an incentive stock option or a non-statutory stock option under federal tax laws, the vesting schedule to be in effect for the option grant or stock issuance, and the maximum term for which any granted option is to remain outstanding. The term of the option shall be provided in the award agreements; however, the maximum term of the option shall be twenty years from the date of grant. If the participant holds 10% or more of voting power at the time when the incentive stock option was granted, then the maximum term of the option shall be five years. The exercise price for the shares to be issued will not be less than the fair market value per share on the grant date. If the participant holds 10% or more of voting power, then the share exercise price will not be less than 110% of the fair market value per share on the grant date.

The Company has not granted any stock options during the year ended December 31, 2020. In October 2019, the Company granted 5,765,000 shares of non-statutory stock options to participants that are fully vested at the grant date, with 425,000 shares of non-statutory stock options forfeited during the year ended December 31, 2020. The term of the options is twenty years from the grant date. Stock options shall have a lock-in period of a maximum of 180 days or as specified by the underwriters of the common stock of the Company.

The following table contains information about the plan as of December 31, 2020:

				Awards Reserved for Issuance		Awards Outstanding		Awards Available for Grant
		2019 Equity Incentive Plan		8,000,000		5,340,000		2,660,000

The following table summarizes the Company’s stock option activity and related information for the year ended December 31, 2020:

	Number of Shares		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life in Years	Aggregate Intrinsic Value of In-the-Money Options
Options Outstanding and Exercisable as of December 31, 2019	5,765,000		$	5.00
Options Granted	—		$	—
Options Exercised	—		$	—
Options Forfeited/Cancelled	(425,000	)	$	5.00
Options Expired	—		$	—
Options Outstanding and Exercisable as of December 31, 2020	5,340,000		$	5.00	18.8	$	—

The weighted-average grant date fair value of stock options granted during the year ended 2019 was $0.01 per share. The total fair value of options that vested during the years ended December 31, 2020 and 2019 was zero and $52,500, respectively. The aggregate intrinsic value was zero, calculated as the difference between the Company’s closing stock price of $0.53 on December 31, 2020 and the exercise price of options, multiplied by the number of options.

The compensation cost for options recognized for the years ended 2020 and 2019 was zero and $52,500, respectively, and is included in general and administrative expense within the consolidated statements of operations. As of December 31, 2020, no stock options were exercised and there was no unrecognized stock-based compensation related to the nonvested stock options.

The weighted-average assumptions utilized to estimate the fair value of options granted are presented in the following table:

				December 31, 2019
		Expected term		10 Years
		Volatility		32.0%
		Risk-Free Interest Rate		1.8%
		Dividend Yield		0.0%

Employee Warrants

During the year ended December 31, 2019, the Company issued warrants to shares of common stock to its employees as compensation for services rendered. The warrants were fully vested at the grant date and the maximum term of the warrants is ten years. No warrants were exercised during the years ended December 31, 2019 or 2020. Expense associated with the warrants are included in general and administrative expenses within the consolidated statement of operations.

The following table summarizes warrant activity for the year ended December 31, 2019:

				Common Warrants
		Warrants Outstanding as of January 1, 2018		—
		Warrants Granted and Vested		100,000
		Warrants Outstanding as of December 31, 2019		100,000

The weighted-average exercise price and weighted-average grant date fair value of the warrants granted by the Company were as follows:

	For the Year Ended December 31, 2019
	Weighted-Average Exercise Price		Weighted-Average Grant Date Fair Value
Common Stock Warrants – Employee	$	0.01	$	0.53

The aggregate fair value of warrants to employees as compensation that vested during the year ended December 31, 2019 was $53,891. As of December 31, 2020, the total unrecognized compensation expense related to related to nonvested warrants was $0.

The weighted-average assumptions utilized to estimate the fair value of the common stock warrants granted are presented in the following table:

				December 31, 2019
		Stock Price		0.53
		Expected term		4 Years
		Volatility		228.6%
		Risk-Free Interest Rate		1.9%
		Dividend Yield		0.0%

Preferred Series A Stock

For the preferred series A stock issued to employees and non-employees as compensation for services rendered, please refer to Footnote 8, Equity. The weighted-average grant date fair value was $10.41. Expense associated with the preferred series A shares, which totaled $2.5 million, is included in general and administrative expense within the consolidated statement of operations.

Non-employee Warrants

During the year ended December 31, 2019, the Company issued warrants to purchase 292,790 shares of series A preferred stock in conjunction with the issuance of convertible debt. Proceeds from the issuance of the convertible debt were allocated between the debt instrument and the warrants at the time of issuance based on their relative fair values. The amount allocated to the warrants was $1.4 million, which was recorded as a debt discount and was recognized as interest expense when the associated debt instrument was converted into shares of series A preferred stock during the year ended December 31, 2019. The warrants were fully vested at the grant date and the maximum term of the warrants is ten years. No warrants were exercised during the years ended December 31, 2020 and 2019.

During the year ended December 31, 2019, the Company issued warrants to purchase 618,631 shares of common stock to Commerce Media Holdings, LLC in consideration for services to be provided over a four-year term. The warrants were fully vested at the grant date and the maximum term of warrants is ten years. No warrants were exercised during the year ended December 31, 2020 and 2019. Expense associated with the warrants is amortized over the term of the service agreement and included in cost of revenues.

During the year ended December 31, 2020, the Company issued warrants to purchase 36,202 shares of common stock, to non-employees as compensation for services rendered. The warrants were fully vested at the grant date and the maximum term of the warrants is nine to ten years. No warrants were exercised during the year ended December 31, 2020. Expense associated with the warrants is included in general and administrative expenses within the consolidated statement of operations.

The following table summarizes warrant activity for the years ended December 31, 2020 and 2019:

	Common Warrants	Preferred Warrants
Warrants Outstanding as of January 1, 2018	—	—
Warrants Granted and Vested	618,631	292,790
Warrants Outstanding as of December 31, 2019	618,631	292,790
Warrants Granted and Vested	36,202	—
Warrants Outstanding as of December 31, 2020	654,833	292,790

The weighted-average exercise price and weighted-average grant date fair value of the warrants granted by the Company were as follows:

	For the Year Ended
	December 31, 2020				December 31, 2019
	Weighted-Average Exercise Price		Weighted-Average Fair Value		Weighted- Average Exercise Price		Weighted-Average Fair Value
Common Stock Warrants – Non-employees	$	0.01	$	0.53	$	0.01	$	0.53
Preferred Stock Warrants – Non-employees	$	—	$	—	$	0.34	$	10.09

The weighted-average assumptions utilized to estimate the fair value of the common stock warrants granted are presented in the following table:

	Year Ended December 31,
	2020	2019
Stock Price	0.53	0.53
Expected term	4 Years	4 Years
Volatility	228.6%	228.6%
Risk-Free Interest Rate	1.9%	1.9%
Dividend Yield	0.0%	0.0%

The weighted-average assumptions utilized to estimate the fair value of the preferred stock warrants granted are presented in the following table:

				December 31, 2019
		Stock Price		10.41
		Expected term		4 Years
		Volatility		59.7%
		Risk-Free Interest Rate		1.9%
		Dividend Yield		0.0%

Stock Compensation Expense

Stock-based compensation expense for the periods presented was comprised of the following, which were included in general and administrative expenses within the consolidated statement of operations:

	(in thousands) For the Year Ended
	December 31, 2020		December 31, 2019
	Stock-Based Compensation Expense		Stock-Based Compensation Expense
Stock Options	$	—	$	52
Series A Preferred Stock		—		2,546
Common Stock Warrants – Employees		—		54
Common Stock Warrants – Non-Employee		20		—
Total Stock–Based Compensation Expense	$	20	$	2,652

In addition, $83,119 and $1,590 were included in cost of revenues for the years ended December 31, 2020 and 2019, respectively, for stock-based compensation expense recognized related to the services provided by Commerce Media Holdings, LLC. Compensation costs related to Commerce Media Holdings, LLC of $0.2 million and $0.3 million were capitalized and is included in prepaid expenses and other assets as of December 31, 2020 and 2019, respectively.

Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

FaZe Clan Inc.[Member]

Commitments and Contingencies [Line Items]

COMMITMENTS AND CONTINGENCIES

8. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases certain business and residential facilities under operating lease agreements that specify minimum rentals with lease terms ranging from two to two and a half years. The Company’s rent expense for the nine months ended September 30, 2021 and 2020 was $0.9 million and $1.3 million, respectively, and is included in general and administrative expense in the condensed consolidated statement of operations. Scheduled rent increases, if any, are amortized on a straight-line basis over the lease term.

Future minimum lease payments, which include non-cancelable operating leases at September 30, 2021, are as follows:

Years ending December 31,	(in thousands)
2021 (remainder)	$	621
2022		2,834
2023		2,895
2024		1,977
2025		5
Thereafter		3
Total minimum lease payment	$	8,335

10. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases certain business and residential facilities under operating lease agreements that specify minimum rentals with lease terms ranging from two to two and a half years. The Company’s rent expense for the years ended December 31, 2020 and 2019 was $1.5 million and $2.2 million, respectively, and is included in general and administrative expense in the consolidated statement of operations. Scheduled rent increases, if any, are amortized on a straight-line basis over the lease term. Future minimum lease payments under non-cancelable operating leases having an initial or remaining term of more than one year are $0.6 million, which are scheduled to be paid in 2021.

Subsequent to December 31, 2020, the Company was made aware of a claim from Treschow-Fritzoe AS that the Company repaid the wrong party for certain funds received by the Company in 2017. The Company is in settlement discussions with Treschow-Fritzoe AS, and has determined that a settlement is reasonably possible and estimable. The Company recorded a legal accrual for $1.2 million as of December 31, 2019.

Litigation	9 Months Ended	12 Months Ended
Litigation	Sep. 30, 2021	Dec. 31, 2020
FaZe Clan Inc. [Member]
Litigation [Line Items]
lITIGATION	9. lITIGATION From time to time, in the normal course of operations, the Company is subject to litigation matters and claims, including claims relating to employee relations and business practices. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations. On May 12, 2020, Richard G. Bengtson II, one of the founders of FaZe Clan LLC, sent a demand letter to the Company asserting his entitlement to 20% of the equity of the Company that was allegedly wrongfully issued to another party. On July 19, 2021, the Company entered into a Settlement and Release Agreement with Mr. Bengtson, whereby Mr. Bengtson agreed to the cancellation of a portion of the outstanding stock options previously issued to him and to release any actions, claims, damages, judgments or agreements arising out of his relationship with the Company in exchange for an issuance of 1,000,000 shares of the Company’s common stock to him. The Company recorded a legal accrual for $0.7 million as of December 31, 2020. The Company issued the shares of Company stock to Mr. Bengtson in July 2021. On August 12, 2020, Greg Selkoe, President of the Company until May 2020, filed suit against the Company for severance and sums related to his termination from the Company, which was initiated in January 2020. The Company and Mr. Selkoe reached a settlement, including a severance payment to Mr. Selkoe and forfeiture by Mr. Selkoe of the entirety of his stock options. The Company accrued $3.2 million for the year ended December 31, 2020. The Company paid $2.9 million of the severance payment to Mr. Selkoe in 2021, with the remainder to be paid out in 2022. On September 14, 2020, Adam Salman of Adult Use Holdings, Inc. and Igor Gimelshtein of Zola Ventures Ltd., claimed that the Company owes approximately $2.5 million to Salman and Gimelshtein in connection with alleged funding to the Company of $30.0 million by Bridging Finance Group. The Company has denied any liability in connection with this claim and has agreed to arbitrate the dispute, which is ongoing. The Company does not believe a material loss is probable at this time. As result, the Company has not recorded a reserve with respect to this litigation. On December 7, 2020, the Company filed an arbitration demand against its former Chief Legal Officer, Phillip Gordon (“Gordon”), alleging claims for fraud, breach of fiduciary duty, breach of duty of loyalty, and breach of employment agreement. The Company terminated Gordon effective as of December 5, 2020 based on the results of an internal investigation. Gordon has denied that the Company had cause to terminate him and filed counterclaims seeking payment of severance under his employment agreement in the total amount of $3.0 million, plus payment of $0.5 million in bonus compensation. Arbitration proceedings are ongoing. The Company does not believe a material loss is probable at this time. As result, the Company has not recorded a reserve with respect to this litigation. On May 21, 2021, Alissa Violet Marie Butler filed suit in the Superior Court of the State of California for the County of Los Angeles against FaZe Clan Inc., Dentons US LLP, Wilson Sonsini Goodrich & Rosati, P.C. Ms. Butler alleges that she is entitled to shares of the Company’s stock. Ms. Butler has not alleged a specific number of shares that she was promised and agrees that there is no written documentation where she is promised shares. The Company does not believe a material loss is probable at this time. As a result, the Company has not recorded a reserve with respect to this litigation.	12. LITIGATION From time to time, in the normal course of operations, the Company is subject to litigation matters and claims, including claims relating to employee relations and business practices. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations. On January 7, 2020, Michael Stang Treschow, a member of the Company’s Board, brought a lawsuit against the Company seeking advancement of funds relating to a lawsuit between Mr. Treschow and Hubrick Limited. Mr. Treschow claims that he is entitled to have the Company advance his attorneys’ fees pursuant to the Company’s indemnification obligations. The Company accrued $1.1 million as of December 31, 2020. This was subsequently paid off in June 2021. In January 28, 2020, Crashfund, LLC, brought a lawsuit against the Company claiming to be a shareholder in Wanderset and the Company via an alleged merger. The Company accrued $1.0 million as of the year ended December 31, 2020. This was subsequently paid off in March and April of 2021. On May 12, 2020, the Company received a threat of litigation and a demand from Richard G. Bengtson II, one of the founders of FaZe Clan LLC, asserting that he is entitled to 20% of the equity of the Company that was wrongfully issued to another party. Mr. Bengtson has informed the Company that he has released his lawyers in this action. The Company and Mr. Bengtson are discussing settlement and release of claims in connection with an equity grant for Mr. Bengtson’s past services. Subsequent to December 31, 2020, the Company offered to provide Mr. Bengtson with 1,000,000 shares of the Company’s stock in exchange for 1,000,000 of his stock options, which Mr. Bengtson accepted. The Company recorded a legal accrual for $0.7 million as of December 31, 2020. On August 12, 2020, Greg Selkoe, President of the Company until May 2020, filed suit against the Company for severance and sums related to his separation with the Company. The Company accrued $3.2 million for the year ended December 31, 2020.The Company paid off $2.9 million in March and April 2021, with the remainder to be paid out in 2022. On September 14, 2020, Adam Salman of Adult Use Holdings, Inc. and Igor Gimelshtein of Zola Ventures Ltd., claimed that the Company owes approximately $2.5 million to Salman and Gimelshtein in connection with alleged funding to the Company of $30.0 million by Bridging Finance Group. The Company has denied any liability in connection with this claim and has agreed to arbitrate the dispute, which is ongoing. The Company does not believe a material loss is probable at this time. As result, the Company has not recorded a reserve with respect to this litigation. On December 7, 2020, the Company filed an arbitration demand against its former Chief Legal Officer, Phillip Gordon (“Gordon”), alleging claims for fraud, breach of fiduciary duty, breach of duty of loyalty, and breach of employment agreement. The Company terminated Gordon effective as of December 5, 2020 based on the results of an internal investigation. Gordon has denied that the Company had cause to terminate him and filed counterclaims seeking payment of severance under his employment agreement in the total amount of $3.0 million, plus payment of $0.5 million in bonus compensation. Arbitration proceedings are ongoing. The Company does not believe a material loss is probable at this time. As result, the Company has not recorded a reserve with respect to this litigation.

Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Income Taxes [Line Items]

INCOME TAXES

10. INCOME TAXES

The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, operating losses and tax credit carryforwards. The Company establishes a valuation allowance if the Company believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. The Company has considered its history of cumulative tax and book losses incurred since inception, and other positive and negative evidence, and has concluded that it is more likely than not that the Company will not realize the benefits of the net deferred tax assets as of September 30, 2021 and December 31, 2020.

For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. As of September 30, 2021, the Company had no unrecognized tax benefits and does not anticipate any significant change to the unrecognized tax benefit balance. The Company would classify interest and penalties related to uncertain tax positions as income tax expense, if applicable. There was no interest expense or penalties related to unrecognized tax benefits recorded through September 30, 2021.

The effective tax rate was zero percent for both the nine months ended September 30, 2021 and 2020, respectively. The difference between the U.S. statutory rate and the Company’s effective tax rate is primarily due to the full valuation allowance on its deferred tax assets.

13. INCOME TAXES

The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, operating losses and tax credit carryforwards. The Company establishes a valuation allowance if the Company believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. The Company has considered its history of cumulative tax and book losses incurred since inception, and other positive and negative evidence, and has concluded that it is more likely than not that the Company will not realize the benefits of the net deferred tax assets as of December 31, 2019 and December 31, 2020.

For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. As of December 31, 2020, the Company had no unrecognized tax benefits and does not anticipate any significant change to the unrecognized tax benefit balance. The Company would classify interest and penalties related to uncertain tax positions as income tax expense, if applicable. There was no interest expense or penalties related to unrecognized tax benefits recorded through December 31, 2020.

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards.

The significant components of the Company’s deferred tax assets consisted of the following:

	(in thousands) Year Ended December 31,
	2020			2019
Deferred income tax assets:
Accrual to cash	$	3,971		$	2,582
Accrued bonus		189			—
Stock-based compensation		748			742
Deferred rent		22			11
Deferred revenue		311			72
Bad debt expense		100			46
Contributions		18			—
Depreciation		34			—
Foreign exchange losses		—			40
Net operating Losses		14,291			8,544
Total deferred income tax assets		19,684			12,037

Less: valuation allowance		(18,570	)		(10,561	)

Deferred income tax liabilities:
Amortization		(30	)		—
Depreciation		—			(4	)
Accrual to cash		(1,084	)		(1,472	)
Total deferred income tax liabilities		(1,114	)		(1,476	)
Total deferred tax assets, net	$	—		$	—

A reconciliation of the statutory tax rates and the effective tax rates is as follows:

	(in thousands) Year Ended December 31,
	2020					2019
U.S. federal statutory income tax rate	$	(6,043	)	21.0	%	$	(6,959	)	21.0	%
State taxes, net of federal benefit		(2,001	)	7.0	%		(1,891	)	5.7	%
Non-deductible interest expense		—		0.0	%		1,226		(3.7	)%
Other non-deductible items		35		(0.1	)%		62		(0.2	)%
Valuation allowance		8,009		(27.9	)%		7,562		(22.8	)%
Income tax expense	$	—		0.0	%	$	—		0.0	%

The Company has incurred net operating losses (“NOLs”) in previous years. At December 31, 2020, the Company had generated federal NOLs of approximately $1.0 million, which begin to expire in the year 2036, approximately $50.3 million of federal NOLs that can be carried forward indefinitely, and state NOLs of $50.4 million, which begin to expire in the year 2038. The utilization of the Company’s NOLs are subject to annual Internal Revenue Code Section 382 limitations. The Company has not yet completed a 382 study as of December 31, 2020.

In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020. The CARES Act, among other things, includes tax provisions relating to refundable payroll tax credits, deferment of employer’s social security payments, net operating loss

utilization and carryback periods and modifications to the net interest deduction limitations. The CARES Act did not have a material impact on the Company’s income tax provision for 2020. The Company will continue to evaluate the impact of the CARES Act on its financial position, results of operations, and cash flows.

On December 27, 2020, the President of the United States signed the Consolidated Appropriations Act, 2021 (“Consolidated Appropriations Act”) into law. The Consolidated Appropriations Act is intended to enhance and expand certain provisions of the CARES Act, allows for the deductions of expenses related to the Payroll Protection Program funds received by companies, and provides an update to meals and entertainment expensing for 2021. The Consolidated Appropriations Act did not have a material impact to the Company’s income tax provision for the year ended December 31, 2020.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section S99
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Going Concern	9 Months Ended	12 Months Ended
Going Concern	Sep. 30, 2021	Dec. 31, 2020
FaZe Clan Inc. [Member]
Going Concern [Line Items]
GOING CONCERN	12. GOING CONCERN As of September 30, 2021, the Company had cash of $16.9 million and an accumulated deficit of $98.8 million. During the period ended September 30, 2021, the Company used net cash in operating activities of $21.2 million. The Company has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of these consolidated financial statements. The Company’s primary source of operating funds since inception has been cash proceeds from debt and equity financing transactions. The ability of the Company to continue as a going concern is dependent upon its ability to generate sufficient revenue and its ability to raise additional funds by way of its debt and equity financing efforts. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on management’s further implementation of the Company’s on-going and strategic plans, which include continuing to raise funds through equity and/or debt raises. Should the Company be unable to raise adequate funds, certain aspects of the on-going and strategic plans may require modification. Management is in the process of identifying sources of capital via strategic partnerships, debt refinancing and equity investments through one or more private placements.	15. GOING CONCERN As of December 31, 2020, the Company had cash of $4.4 million and an accumulated deficit of $75.5 million. During the year ended December 31, 2020, the Company used net cash in operating activities of $16.9 million. The Company has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of these consolidated financial statements. The Company’s primary source of operating funds since inception has been cash proceeds from debt and equity financing transactions. The ability of the Company to continue as a going concern is dependent upon its ability to generate sufficient revenue and its ability to raise additional funds by way of its debt and equity financing efforts. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on management’s further implementation of the Company’s on-going and strategic plans, which include continuing to raise funds through equity and/or debt raises. Should the Company be unable to raise adequate funds, certain aspects of the on-going and strategic plans may require modification. Management is in the process of identifying sources of capital via strategic partnerships, debt refinancing and equity investments through one or more private placements.

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2020

Accounts Payable and Accrued Expenses [Line Items]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses as of December 31, 2020 and 2019 consisted of the following:

	(in thousands)
	December 31, 2020		December 31, 2019
Accounts payable	$	4,314	$	5,126
Accrued legal settlements		7,152		1,200
Other accrued expenses		2,728		2,927
Total Accounts Payable and Accrued Expenses	$	14,194	$	9,253

401(K) Plan	12 Months Ended
401(K) Plan	Dec. 31, 2020
FaZe Clan Inc. [Member]
401(K) Plan [Line Items]
401(K) PLAN	11. 401(K) PLAN Our eligible employees participate in a company-sponsored 401(k) plan. Under the plan, we provide matching contributions to employees of up to 4% of their eligible earnings. All matching contributions vest immediately. During the years ended December 31, 2020 and 2019, we made contributions of $0.3 million a de minimis amount to the 401(k) plan, respectively.

Accounting Policies, by Policy (Policies)

6 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

Accounting Policies, by Policy (Policies) [Line Items]

Basis of Presentation

The financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Basis of Presentation

The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Loss Per Common Share

Net Loss Per Common Share

Earnings (Loss) Per Common Share

	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Redeemable common stock
Net income (loss) attributable to redeemable common stock	$	1,016,518	$	(826,342	)
Basic and diluted weighted average shares of redeemable common stock		17,250,000		13,837,912
Basic and diluted net income (loss) per share of redeemable common stock	$	0.06	$	(0.06	)

Non-redeemable common stock
Net income (loss) attributable to non-redeemable common stock	$	284,772	$	(282,434	)
Basic and diluted weighted average shares of non-redeemable common stock		4,832,500		4,729,644
Basic and diluted net income (loss) per share of non-redeemable common stock	$	0.06	$	(0.06	)

Unrecognized Tax Benefits

Cash and Cash Equivalents

Concentrations of Risks

Concentration of Credit Risk

Financial Instruments

Fair Value of Financial Instruments

Use of Estimates

Deferred Offering Costs

Income Taxes

The provision for income taxes was deemed to be immaterial at December 31, 2020.

Income Taxes

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The provision for income taxes was deemed to be immaterial.

Warrant Liability

Note Payable — Related Party

Common Stock Subject to Possible Redemption

Accounting Pronouncements Recently Adopted

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Pronouncements

Emerging Growth Company

Accounting Policies, by Policy (Policies) [Line Items]

Basis of Presentation

Loss Per Common Share

	Nine Months Ended September 30,
	2021	2020
Warrants	292,700	292,700
Stock options	8,942,575	5,765,000
Unvested restricted stock awards	22,197	—
Convertible preferred stock	3,237,800	3,237,800
Total potentially dilutive common stock equivalents	12,495,272	9,295,500

Loss Per Common Share

	Year Ended December 31,
	2020	2019
Warrants	292,790	292,790
Stock options	5,340,000	5,765,000
Convertible preferred stock	3,237,800	3,237,800
Total potentially dilutive common stock equivalents	8,870,590	9,295,590

Accounting Pronouncements Recently Adopted

Concentrations of Risks

The Company had one independent contractor that generated 16% and 14% of our total revenues for the years ended December 31, 2020 and 2019, respectively.

Use of Estimates

Income Taxes

Accounting Pronouncements Not Yet Adopted

Accounting Pronouncements Recently Adopted

Emerging Growth Company

Unaudited Interim Condensed Consolidated Financial Information

Going Concern

COVID-19

Restricted cash

Restricted cash consists of funds held in a restricted account for payment of upfront rental lease deposits.

Revenue Recognition and Contract Balances

Our allowances for doubtful accounts are typically immaterial and, if required, are based on our best estimate of expected credit losses inherent in our accounts receivable balance.

The following table disaggregates the Company’s revenue by major type for the nine months ended September 30, 2021 and 2020:

	(in thousands) Nine Months Ended September 30,
	2021		2020

Brand Sponsorships	$	17,080	$	11,466
Content		13,826		7,871
Consumer Products		5,053		5,197
Esports		2,651		1,259
Other		198		132
Total Revenue	$	38,808	$	25,925

The section below describes our revenue recognition policies and significant judgments in further detail for each major revenue source of the Company.

Brand Sponsorships

Content

Principal Versus Agent Considerations

Consumer Products

• the Company is the party that is primarily responsible for fulfilling the promise to provide the specified good or service,

• the Company has inventory risk before the good is transferred to the customer, and

• the Company is the party that has discretion in establishing pricing for the specified good or service.

Based on our evaluation of the above indicators, we report consumer products revenues on a gross basis.

Esports

Transaction Price Allocated to the Remaining Performance Obligations

Revenue Recognition and Contract Balances

We generally record a receivable related to revenue when we have an unconditional right to invoice and receive payment. Contract assets arise from contracts when revenue is recognized over time and the amount of revenue recognized, including our estimate of variable consideration that has been included in the transaction price, exceeds the amount billed to the customer. These amounts are included in contract assets until the right to payment is no longer conditional on events other than the passage of time. These contract assets are reclassified to receivables when the right to consideration becomes unconditional. For the years ended December 31, 2020 and 2019, no impairment was recorded from contract assets.

Our allowances for doubtful accounts are typically immaterial and, if required, are based on our best estimate of expected credit losses inherent in our accounts receivable balance.

Contract liabilities are recorded in the event that the Company bills for services in advance of the time the services are performed, or when cash payments are received or due in advance of satisfying our performance obligations, even if amounts are refundable. Contract liabilities recorded at December 31, 2020 and 2019 represents the Company’s accounting for the timing difference between when funds are received and when the performance obligation is satisfied. Revenue recognized for the year ended December 31, 2020 relating to the contract liability balances as of January 1, 2020 was not material.

The following table disaggregates the Company’s revenue by major type for the years ended December 31, 2020 and 2019:

	(in thousands) Year Ended December 31,
	2020		2019
Brand Sponsorships	$	16,520	$	8,364
Content		12,077		8,036
Consumer Products		6,605		7,326
Esports		2,860		6,818
Other		149		194
Total Revenue	$	38,211	$	30,738

The section below describes our revenue recognition policies and significant judgments in further detail for each major revenue source of the Company.

Brand Sponsorships

Content

Principal Versus Agent Considerations

Consumer Products

• the Company is the party that is primarily responsible for fulfilling the promise to provide the specified good or service,

• the Company has inventory risk before the good is transferred to the customer, and

• the Company is the party that has discretion in establishing pricing for the specified good or service.

Based on our evaluation of the above indicators, we report consumer products revenues on a gross basis.

Esports

Transaction Price Allocated to the Remaining Performance Obligations

Convertible Debt

Stock-Based Compensation

Fair Value Measurement

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities

Level 3: Unobservable inputs which are supported by little or no market activity

The carrying amount of the Company’s financial instruments, including cash, accounts receivable, notes receivable, and accounts payable approximate fair value due to their short-term nature.

Fair Value Measurement

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities

Level 3: Unobservable inputs which are supported by little or no market activity

The carrying amount of the Company’s financial instruments, including cash, accounts receivable, notes receivable, and accounts payable approximate fair value due to their short-term nature.

Segment Reporting

As of and for the years ended December 31, 2020 and 2019, the Company did not have material revenue earned or assets located outside of the United States.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. In an effort to achieve liquidity that would be sufficient to meet all of our commitments, we have undertaken a number of actions, including minimizing capital expenditures and reducing recurring expenses. However, we believe that even after taking these actions, we will not have sufficient liquidity to satisfy all of our future financial obligations. The risks and uncertainties surrounding our ability to raise capital and our limited capital resources raises substantial doubt as to our ability to continue as a going concern. See Note 15, “Going Concern” of the Notes to Consolidated Financial Statements for additional information.

COVID-19

Trade Receivables, net

Inventory

Property, Equipment and Leasehold Improvements

		Computer Equipment		3 Years
		Furniture/Fixtures		3 Years
		Vehicles		5 Years
		Leasehold Improvements		Remaining Lease Term

In the event the estimated useful life of a leasehold improvement is shorter than the remaining lease term, the estimated useful life is used.

Intangibles, net

Foreign Currency

Advertising Expenses

Stock-Based Compensation

For stock options, the Company estimates the fair value using the Black-Scholes-Merton option-pricing (“Black-Scholes”) model. The fair value is expensed over the requisite service periods of the awards. As there was no public market for its common stock, the Company determined the volatility for options granted based on an analysis of reported data for a peer group of companies. The expected volatility of options granted has been estimated based on an average of the historical volatility measures of this peer group of companies. The expected life of options has been estimated utilizing the “simplified method” due to the lack of available or sufficient historical exercise data for the Company for the applicable options terms. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero.

Accounting Pronouncements Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of Significant Accounting Policies (Tables) [Line Items]

Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net loss per share

	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Redeemable common stock
Net income (loss) attributable to redeemable common stock	$	1,016,518	$	(826,342	)
Basic and diluted weighted average shares of redeemable common stock		17,250,000		13,837,912
Basic and diluted net income (loss) per share of redeemable common stock	$	0.06	$	(0.06	)

Non-redeemable common stock
Net income (loss) attributable to non-redeemable common stock	$	284,772	$	(282,434	)
Basic and diluted weighted average shares of non-redeemable common stock		4,832,500		4,729,644
Basic and diluted net income (loss) per share of non-redeemable common stock	$	0.06	$	(0.06	)

Summary of Significant Accounting Policies (Tables) [Line Items]

Schedule of disaggregates the Company’s revenue

	(in thousands) Nine Months Ended September 30,
	2021		2020

Brand Sponsorships	$	17,080	$	11,466
Content		13,826		7,871
Consumer Products		5,053		5,197
Esports		2,651		1,259
Other		198		132
Total Revenue	$	38,808	$	25,925

	(in thousands) Year Ended December 31,
	2020		2019
Brand Sponsorships	$	16,520	$	8,364
Content		12,077		8,036
Consumer Products		6,605		7,326
Esports		2,860		6,818
Other		149		194
Total Revenue	$	38,211	$	30,738

Schedule of diluted net loss per share

	Nine Months Ended September 30,
	2021	2020
Warrants	292,700	292,700
Stock options	8,942,575	5,765,000
Unvested restricted stock awards	22,197	—
Convertible preferred stock	3,237,800	3,237,800
Total potentially dilutive common stock equivalents	12,495,272	9,295,500

	Year Ended December 31,
	2020	2019
Warrants	292,790	292,790
Stock options	5,340,000	5,765,000
Convertible preferred stock	3,237,800	3,237,800
Total potentially dilutive common stock equivalents	8,870,590	9,295,590

Schedule of property, equipment and leasehold improvements

		Computer Equipment		3 Years
		Furniture/Fixtures		3 Years
		Vehicles		5 Years
		Leasehold Improvements		Remaining Lease Term

Restatement of Previously Issued Financial Statements (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Restatement of Previously Issued Financial Statements (Tables) [Line Items]

Schedule of balance sheet

Balance Sheet as of February 23, 2021 (as Revised in Footnote 2 of Form10-Q Filed on May 25, 2021)	As Reported			Adjustment			As Restated
Class A Common stock subject to possible redemption	$	163,556,590		$	8,943,410		$	172,500,000
Class A Common stock, $0.0001 par value	$	141		$	(89	)	$	52
Additional paid-in capital	$	5,120,086		$	(5,120,086	)	$	—
Accumulated deficit	$	(120,650	)	$	(3,823,235	)	$	(3,943,885	)
Total stockholders’ equity (deficit)	$	5,000,008		$	(8,943,410	)	$	(3,943,402	)

Balance Sheet as of March 31, 2021 (per Form10-Q Filed on May 25, 2021)	As Reported			Adjustment			As Restated
Class A Common stock subject to possible redemption	$	163,088,200		$	9,411,800		$	172,500,000
Class A Common stock, $0.0001 par value	$	146		$	(94	)	$	52
Additional paid-in capital	$	5,588,472		$	(5,588,472	)	$	—
Accumulated deficit	$	(589,048	)	$	(3,823,234	)	$	(4,412,282	)
Total stockholders’ equity (deficit)	$	5,000,001		$	(9,411,800	)	$	(4,411,799	)

Balance Sheet as of June 30, 2021 (per Form10-Q Filed on August 11, 2021)	As Reported			Adjustment			As Restated
Class A Common stock subject to possible redemption	$	161,216,660		$	11,283,340		$	172,500,000
Class A Common stock, $0.0001 par value	$	165		$	(113	)	$	52
Additional paid-in capital	$	7,410,925		$	(7,410,925	)	$	—
Accumulated deficit	$	(2,411,514	)	$	(3,872,302	)	$	(6,283,816	)
Total stockholders’ equity (deficit)	$	5,000,007		$	(11,283,340	)	$	(6,283,333	)

Schedule of statement of operations

Statement of Operations for the Three Months Ended March 31, 2021 (per Form10-Q Filed on May 25, 2021)	As Reported			Adjustment			As Restated
Basic and diluted weighted average shares outstanding, redeemable common stock		6,523,528			376,472			6,900,000
Basic and diluted loss per share, redeemable common stock	$	0.00		$	(0.05	)	$	(0.05	)
Basic and diluted weighted average shares outstanding, non-redeemable common stock		4,896,972			(376,472	)		4,520,500
Basic and diluted loss per share, non-redeemable common stock	$	(0.12	)	$	0.07		$	(0.05	)

Statement of Operations for the Three Months Ended June 30, 2021 (per Form10-Q Filed on August 11, 2021)	As Reported			Adjustment			As Restated
Basic and diluted weighted average shares outstanding, redeemable common stock		16,121,666			1,128,334			17,250,000
Basic and diluted loss per share, redeemable common stock	$	0.00		$	(0.08	)	$	(0.08	)
Basic and diluted weighted average shares outstanding, non-redeemable common stock		5,960,834			(1,128,334	)		4,832,500
Basic and diluted loss per share, non-redeemable common stock	$	(0.31	)	$	0.23		$	(0.08	)

Statement of Operations for the Six Months Ended June 30, 2021 (per Form10-Q Filed on August 11, 2021)	As Reported			Adjustment			As Restated
Basic and diluted weighted average shares outstanding, redeemable common stock		11,349,111			754,480			12,103,591
Basic and diluted loss per share, redeemable common stock	$	0.00		$	(0.14	)	$	(0.14	)
Basic and diluted weighted average shares outstanding, non-redeemable common stock		5,431,842			(754,479	)		4,677,363
Basic and diluted loss per share, non-redeemable common stock	$	(0.44	)	$	0.30		$	(0.14	)

Schedule of statement of changes in stockholders’ equity

Statement of Changes in Stockholders’ Equity for the Three Months ended March 31, 2021 (per Form 10-Q Filed on May 25, 2021)	As Reported			Adjustment			As Restated
Sale of 17,250,000 Units on February 23, 2021 through IPO	$	167,382,500		$	(167,382,500	)	$	—
Underwriting fee	$	(3,450,000	)	$	3,450,000		$	—
Offering costs charged to stockholders’ equity	$	(436,189	)	$	436,189		$	—
Reclassification of offering costs related to warrants	$	115,404		$	(115,404	)	$	—
Change in Class A common stock subject to redemption	$	(163,088,200	)	$	163,088,200		$	—
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital	$	—		$	(5,065,051	)	$	(5,065,051	)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit	$	—		$	(3,800,647	)	$	(3,800,647	)

Statement of Changes in Stockholders’ Equity for the Three Months Ended June 30, 2021 (per Form 10-Q Filed on August 11, 2021)	As Reported			Adjustment			As Restated
Offering costs charged to stockholders’ equity	$	(49,068	)	$	49,068		$	—
Change in Class A common stock subject to redemption	$	1,871,540		$	(1,871,540	)	$	—
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit	$	—		$	(49,068	)	$	(49,068	)

Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2021 (per Form 10-Q Filed on August 11, 2021)	As Reported			Adjustment			As Restated
Sale of 17,250,000 Units on February 23, 2021 through IPO	$	167,382,500		$	(167,382,500	)	$	—
Underwriting fee	$	(3,450,000	)	$	3,450,000		$	—
Offering costs charged to stockholders’ equity	$	(485,257	)	$	485,257		$	—
Reclassification of offering costs related to warrants	$	115,404		$	(115,404	)	$	—
Initial value of Class A common stock subject to redemption		(163,556,590	)		163,556,590			—
Change in Class A common stock subject to redemption	$	2,339,930		$	(2,339,930	)	$	—
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital	$	—		$	(5,065,051	)	$	(5,065,051	)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit	$	—		$	(3,872,302	)	$	(3,872,302	)

Schedule of statement of cash flow

Statement of Cash Flows for the Three Months Ended March 31, 2021 (per Form 10-Q Filed on May 25, 2021)	As Reported			Adjustment		As Restated
Initial value of Class A ordinary shares subject to possible redemption	$	163,556,590		$	8,943,410	$	172,500,000
Change in value of Class A ordinary shares subject to possible redemption	$	(468,390	)	$	468,390	$	—

Statement of Cash Flows for the Six Months Ended June 30, 2021 (per Form 10-Q Filed on August 11, 2021)	As Reported			Adjustment		As Restated
Initial value of Class A ordinary shares subject to possible redemption	$	163,556,590		$	8,943,410	$	172,500,000
Change in value of Class A ordinary shares subject to possible redemption	$	(2,339,930	)	$	2,339,930	$	—

Restatement of Previously Issued Financial Statements (Tables) [Line Items]

Schedule of statement of cash flow

	(in thousands)
	As Previously Report			Restatement Adjustments			As Restated
Statement of Cash Flows for the year ended December 31, 2019
Net cash used in operating activities	$	(20,928	)	$	2,825		$	(18,103	)
Net cash provided by financing activities		32,647			(2,825	)		29,822
Net change in cash		10,511			—			10,511

Supplemental Disclosure for Non-cash Investing and Financing Activities for the year ended December 31, 2019
Issuance of convertible debt prior to receipt of cash	$	—		$	2,825		$	2,825

Statement of Cash Flows for the year ended December 31, 2020
Net cash used in operating activities	$	(14,031	)	$	(2,825	)	$	(16,856	)
Net cash provided by financing activities		7,254			2,825			10,079
Net change in cash		(7,568	)		—			(7,568	)

Recurring Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of fair value, assets and liabilities measured on recurring basis

	September 30, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Observable Inputs (Level 3)
Assets:
Cash held in Trust Account	$	172,512,555	$	172,512,555	$	—	$	—
	$	172,512,555	$	172,512,555	$	—	$	—
Liabilities:
Public Warrants	$	4,441,300	$	4,441,300	$	—	$	—
Private Placement Warrants		142,133		—		—		142,133
Warrant Liability	$	4,583,433	$	4,441,300	$	—	$	142,133

Schedule of fair value of initial measurement

Input	February 23, 2021 (Initial Measurement)
Risk-free interest rate		0.9	%
Expected term (years)		6.4
Expected volatility		14.0	%
Exercise price	$	11.50

Input	Private Warrants
Risk-free interest rate		1.10	%
Expected term (years)		5.8
Expected volatility		13.0	%
Exercise price	$	11.50

Property, Equipment and Leasehold Improvements (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Property, Equipment and Leasehold Improvements (Tables) [Line Items]

Schedule property, equipment and leasehold improvements

	(in thousands)
	September 30, 2021			December 31, 2020
Furniture/Fixtures	$	159		$	153
Computer Equipment		579			306
Vehicles		106			106
Leasehold improvements		436			409

Subtotal		1,280			974
Less accumulated depreciation		(600	)		(297	)
Property, equipment and leasehold improvements, net	$	680		$	677

	(in thousands)
	December 31, 2020			December 31, 2019
Furniture/Fixtures	$	153		$	76
Computer Equipment		306			92
Vehicles		106			—
Leasehold improvements		409			139

Subtotal		974			307
Less accumulated depreciation		(297	)		(22	)
Property, equipment and leasehold improvements, net	$	677		$	285

Intangible Assets (Tables) - FaZe Clan Inc. [Member]

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Intangible Assets (Tables) [Line Items]

Schedule of Intangible assets

		(in thousands)
As of September 30, 2021	Useful Life	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Website Development	3 years	$	191	$	58	$	133
Talent Acquisition	2 years		901		901		—
Intangible assets subject to amortization			1,092		959		133
Content			247		—		247
Intangible Assets, Net		$	1,339	$	959	$	380

		(in thousands)
As of December 31, 2020	Useful Life	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Website Development	3 years	$	123	$	15	$	108
Talent Acquisition	2 years		901		572		329
		$	1,024	$	587	$	437

	Useful Life	(in thousands)
	Useful Life	December 31, 2020			December 31, 2019
Website Development	3 years	$	123		$	—
Talent Acquisition	2 years		901			901
Subtotal			1,024			901
Less accumulated amortization			(587	)		(121	)
Intangible Assets, Net		$	437		$	780

Schedule of estimated future amortization of intangible assets

Years ending December 31,		(in thousands)
2021 (remainder)	$	16
2022		63
2023		49
2024		5
Total future amortization of amortizable intangible assets	$	133

Years ending December 31,	(in thousands)
2021	$	370
2022		41
2023		26
Total future amortization of amortizable intangible assets	$	437

Debt (Tables) - FaZe Clan Inc. [Member]

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Debt (Tables) [Line Items]

Schedule of debt

	(in thousands)
	September 30, 2021			December 31, 2020
2021 Cox Convertible Promissory Note	$	10,000		$	—
2021 Convertible Promissory Notes		675			—
2020 Secured Convertible Promissory Note		55,000			30,000
2020 Convertible Promissory Notes		2,525			2,525
2020 PPP Loan		1,123			1,123
Related Party Loans		—			496
Other Loans		37			—
Total Principal Amount Outstanding		69,360			34,144
Less: Short-Term Debt		(3,148	)		(2,910	)
Less: Unamortized Debt Issuance Costs		(404	)		(251	)
Long-Term Debt, Net	$	65,808		$	30,983

	(in thousands)
	December 31, 2020			December 31, 2019
2020 Secured Convertible Promissory Note	$	30,000		$	—
2020 Convertible Promissory Notes		2,525			—
2020 PPP Loan		1,123			—
2019 Term Loan		—			23,289
Related Party Loans		496			1,022
Other Loans		—			119
Total Principal Amount Outstanding		34,144			24,430
Less: Short-Term Debt		(2,910	)		—
Less: Unamortized Debt Issuance Costs		(251	)		(1,393	)
Net Long Term Debt	$	30,983		$	23,037

Schedule of long-term debt maturities

Year ending December 31,	(in thousands)
2021	$	2,910
2022		1,123
2023		30,000
2024		—
2025		—
Thereafter		111
	$	34,144

Stock Compensation Expense and Warrants (Tables) - FaZe Clan Inc. [Member]

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Stock Compensation Expense and Warrants (Tables) [Line Items]

Schedule of equity incentive plan

				Awards Reserved for Issuance		Awards Outstanding		Awards Available for Grant
		Amended 2019 Equity Incentive Plan		10,500,000		8,964,772		1,535,228

				Awards Reserved for Issuance		Awards Outstanding		Awards Available for Grant
		2019 Equity Incentive Plan		8,000,000		5,340,000		2,660,000

Schedule of stock option activity and related information

	Number of Shares		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life in Years	Aggregate Intrinsic Value of In-the-Money Options
Options Outstanding and Exercisable as of December 31, 2020	5,340,000		$	5.00	18.8		—
Options Granted	6,147,702		$	0.85
Options Exercised	(38,541	)	$	0.85
Options Forfeited	(61,253	)	$	0.85
Options Cancelled	(2,400,000	)	$	5.00
Options Expired	(45,333	)	$	0.85
Options Outstanding as of September 30, 2021	8,942,575		$	1.22	9.13	$	—
Options Vested and Exercisable as of September 30, 2021	4,732,492		$	1.53	8.70	$	—

	Number of Shares		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life in Years	Aggregate Intrinsic Value of In-the-Money Options
Options Outstanding and Exercisable as of December 31, 2019	5,765,000		$	5.00
Options Granted	—		$	—
Options Exercised	—		$	—
Options Forfeited/Cancelled	(425,000	)	$	5.00
Options Expired	—		$	—
Options Outstanding and Exercisable as of December 31, 2020	5,340,000		$	5.00	18.8	$	—

Schedule of fair value of options granted

	September 30, 2021
Stock price	$	0.72
Expected term		2.0 – 6.0 Years
Volatility		30.0% – 34.0%
Risk-Free Interest Rate		0.21% – 0.84%
Dividend Yield		0.0%

				September 30, 2020
		Stock Price		0.53
		Expected term		4 Years
		Volatility		228.6%
		Risk-Free Interest Rate		1.9%
		Dividend Yield		0.0%

				December 31, 2019
		Expected term		10 Years
		Volatility		32.0%
		Risk-Free Interest Rate		1.8%
		Dividend Yield		0.0%

				December 31, 2019
		Stock Price		0.53
		Expected term		4 Years
		Volatility		228.6%
		Risk-Free Interest Rate		1.9%
		Dividend Yield		0.0%

	Year Ended December 31,
	2020	2019
Stock Price	0.53	0.53
Expected term	4 Years	4 Years
Volatility	228.6%	228.6%
Risk-Free Interest Rate	1.9%	1.9%
Dividend Yield	0.0%	0.0%

				December 31, 2019
		Stock Price		10.41
		Expected term		4 Years
		Volatility		59.7%
		Risk-Free Interest Rate		1.9%
		Dividend Yield		0.0%

Schedule of restricted stock awards activity and related information

	Number of Shares	Weighted- Average Grant Date Fair Value Per Share
Nonvested restricted stock awards as of December 31, 2020	—		—
Granted	22,197	$	0.72
Vested	—		—
Forfeited	—		—
Nonvested restricted stock awards as of September 30, 2021	22,197	$	0.72

Schedule of warrant activity

				Common Warrants
		Warrants Outstanding as of December 31, 2019		618,631
		Warrants Granted and Vested		36,202
		Warrants Outstanding as of September 30, 2020		654,833

				Common Warrants
		Warrants Outstanding as of January 1, 2018		—
		Warrants Granted and Vested		100,000
		Warrants Outstanding as of December 31, 2019		100,000

	Common Warrants	Preferred Warrants
Warrants Outstanding as of January 1, 2018	—	—
Warrants Granted and Vested	618,631	292,790
Warrants Outstanding as of December 31, 2019	618,631	292,790
Warrants Granted and Vested	36,202	—
Warrants Outstanding as of December 31, 2020	654,833	292,790

Schedule of weighted-average exercise price and weighted-average grant date

	For the Nine Months Ended September 30, 2020
	Weighted- Average Exercise Price		Weighted- Average Fair Value
Common Stock Warrants – Non-employees	$	0.01	$	0.53

	For the Year Ended December 31, 2019
	Weighted-Average Exercise Price		Weighted-Average Grant Date Fair Value
Common Stock Warrants – Employee	$	0.01	$	0.53

	For the Year Ended
	December 31, 2020				December 31, 2019
	Weighted-Average Exercise Price		Weighted-Average Fair Value		Weighted- Average Exercise Price		Weighted-Average Fair Value
Common Stock Warrants – Non-employees	$	0.01	$	0.53	$	0.01	$	0.53
Preferred Stock Warrants – Non-employees	$	—	$	—	$	0.34	$	10.09

Schedule of stock-based compensation expense

	(in thousands) For the Nine Months Ended
	September 30, 2021		September 30, 2020
	Stock-Based Compensation Expense		Stock-Based Compensation Expense
Stock Options	$	653	$	—
Restricted stock awards		2		—
Common Stock Warrants – Non-Employee		—		20
Total Stock – Based Compensation Expense	$	655	$	20

	(in thousands) For the Year Ended
	December 31, 2020		December 31, 2019
	Stock-Based Compensation Expense		Stock-Based Compensation Expense
Stock Options	$	—	$	52
Series A Preferred Stock		—		2,546
Common Stock Warrants – Employees		—		54
Common Stock Warrants – Non-Employee		20		—
Total Stock–Based Compensation Expense	$	20	$	2,652

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2021

FaZe Clan Inc.[Member]

Commitments and Contingencies (Tables) [Line Items]

Schedule of future minimum lease payment

Years ending December 31,	(in thousands)
2021 (remainder)	$	621
2022		2,834
2023		2,895
2024		1,977
2025		5
Thereafter		3
Total minimum lease payment	$	8,335

Income Taxes (Tables) - FaZe Clan Inc. [Member]

12 Months Ended

Dec. 31, 2020

Income Taxes (Tables) [Line Items]

Schedule of deferred tax assets

	(in thousands) Year Ended December 31,
	2020			2019
Deferred income tax assets:
Accrual to cash	$	3,971		$	2,582
Accrued bonus		189			—
Stock-based compensation		748			742
Deferred rent		22			11
Deferred revenue		311			72
Bad debt expense		100			46
Contributions		18			—
Depreciation		34			—
Foreign exchange losses		—			40
Net operating Losses		14,291			8,544
Total deferred income tax assets		19,684			12,037

Less: valuation allowance		(18,570	)		(10,561	)

Deferred income tax liabilities:
Amortization		(30	)		—
Depreciation		—			(4	)
Accrual to cash		(1,084	)		(1,472	)
Total deferred income tax liabilities		(1,114	)		(1,476	)
Total deferred tax assets, net	$	—		$	—

Schedule of the statutory tax rates and the effective tax rates

	(in thousands) Year Ended December 31,
	2020					2019
U.S. federal statutory income tax rate	$	(6,043	)	21.0	%	$	(6,959	)	21.0	%
State taxes, net of federal benefit		(2,001	)	7.0	%		(1,891	)	5.7	%
Non-deductible interest expense		—		0.0	%		1,226		(3.7	)%
Other non-deductible items		35		(0.1	)%		62		(0.2	)%
Valuation allowance		8,009		(27.9	)%		7,562		(22.8	)%
Income tax expense	$	—		0.0	%	$	—		0.0	%

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2020

Accounts Payable and Accrued Expenses (Tables) [Line Items]

Schedule of accounts payable and accrued expenses

	(in thousands)
	December 31, 2020		December 31, 2019
Accounts payable	$	4,314	$	5,126
Accrued legal settlements		7,152		1,200
Other accrued expenses		2,728		2,927
Total Accounts Payable and Accrued Expenses	$	14,194	$	9,253

Organization and Nature of Business Operations (Details) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Feb. 23, 2021	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
Organization and Nature of Business Operations (Details) [Line Items]
Shares sold (in Shares)				17,250,000
Price per share (in Dollars per share)		$ 0.53		$ 0.72
Percentage of gross proceeds				3.50%
Note payable due to related party				$ 40,000
Proposed offering amount			$ 150,000,000
Expenses paid from net proceeds				132,824
Pay dissolution expenses				100,000	$ 2,500,000
Pay franchise and income taxes				100,000
Public offering cost	$ 172,500,000
Class A common shares (in Dollars per share)	$ 10
Operating bank account				132,824
Cash and cash equivalents				172,512,555
Working capital				261,164
Tax payable				150,000
Sponsor agreed to loan			300,000
Adequate financial resources amount			$ 150,000,000		$ 150,000,000
Net asset value (in Dollars per share)			$ 1		$ 1
Working capital expenses			$ 250,000
Proposed offering cost expense			$ 1,500,000		$ 1,500,000
Public share redeem percentage			100.00%
Dissolution expense			$ 100,000
Fair market value percentage			80.00%		80.00%
Net tangible asset			$ 5,000,001		$ 5,000,001
Interest Expense			100,000
Cash	$ 40,000		25,000		25,000
Note payable to sponsor			300,000		300,000
Note Payable Related Party {Member]
Organization and Nature of Business Operations (Details) [Line Items]
Borrowing amount				$ 300,000
Public Offering [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Shares sold (in Shares)	17,250,000
Price per share (in Dollars per share)	$ 10
Underwriting commissions	$ 3,450,000
Percentage of gross proceeds	2.00%
Other offering costs	$ 485,257
Public share par value (in Dollars per share)				$ 0.0001
Proposed offering amount				$ 172,500,000
Over-Allotment Option [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Shares sold (in Shares)	2,250,000
Proposed offering amount			172,500,000
Adequate financial resources amount			$ 172,500,000		$ 172,500,000
Private Placement Units [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Shares sold (in Shares)	520,000
Price per share (in Dollars per share)	$ 10
Gross proceeds	$ 5,200,000
Public Units [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Shares sold (in Shares)	17,250,000
Gross proceeds	$ 172,500,000
Class A Common Stock [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Price per share (in Dollars per share)				$ 11.5
Public share par value (in Dollars per share)			$ 0.0001	0.0001	$ 0.0001
Class A common shares (in Dollars per share)				10
Class A Common Stock [Member] \| Private Placement Units [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Price per share (in Dollars per share)				$ 18

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	9 Months Ended		12 Months Ended
	Feb. 23, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	May 12, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock per share (in Dollars per share)	$ 11.5
Common shares issues for outstanding warrants (in Shares)		5,923,333
Federal depository insurance coverage		$ 250,000		$ 250,000
Deferred offering cost				80,000
Public offering costs				485,257
Deferred underwriting discount	$ 3,450,000
Public offering expense		$ 300,000
Note payable balance	$ 40,000			$ 25,000
Common stock shares sold (in Shares)		17,250,000
Expected dividend yield		0.00%	0.00%		0.00%
Common stock fully vested warrants (in Shares)		754,833	754,833
FaZe Clan Inc. [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Purchase of warrants (in Shares)						1,000,000
Common shares issues for outstanding warrants (in Shares)			36,202	36,202	618,631
Product or service period		one
Contract liability		$ 800,000
Remaining performance obligation		one
Performance obligation		one
Expected dividend yield		0.00%
Common stock fully vested warrants (in Shares)				36,202
Number of segment		1
Lease term		12 months
Customer represented of accounts receivable				45.00%	10.00%
Percentage of revenues				10.00%	10.00%
Total purchases accounted				20.00%	12.00%
Percentage of accounts payable				23.00%	33.00%
Percentage of total revenues				16.00%	14.00%
Cash maturity term				90 days
Allowance for doubtful accounts				$ 400,000	$ 200,000
Intangibles net estimated useful life				3 years
Foreign currency transaction gains and losses				$ 800,000	100,000
Sales and marketing expense				$ 65,416	$ 64,332
Common shares warrants issued (in Shares)					718,631
Minimum [Member] \| FaZe Clan Inc. [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Payments due		30 days
Service period		1 year
Maximum [Member] \| FaZe Clan Inc. [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Payments due		45 days
Service period		4 years
Income Taxes [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Unrecognized tax benefits description		As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.
Unrecognized Tax Benefits [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Accrued for interest and penalties description		No amounts were accrued for interest expense and penalties related to income tax matters as of September 30, 2021.
Private and Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Purchase of warrants (in Shares)	5,923,333
Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Issuance of warrants (in Shares)		5,923,333
Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Issuance of warrants (in Shares)		5,750,000
Private Placement Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Issuance of warrants (in Shares)		173,333

Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net loss per share - Common Stock [Member] - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Redeemable common stock [Member]
Redeemable common stock
Net income (loss) attributable to redeemable common stock	$ 1,016,518	$ (826,342)
Basic and diluted weighted average shares of redeemable common stock	17,250,000	13,837,912
Basic and diluted net income (loss) per share of redeemable common stock	$ 0.06	$ (0.06)
Non-redeemable common stock [Member]
Non-redeemable common stock
Net income (loss) attributable to non-redeemable common stock	$ 284,772	$ (282,434)
Basic and diluted weighted average shares of non-redeemable common stock	4,832,500	4,729,644
Basic and diluted net income (loss) per share of non-redeemable common stock	$ 0.06	$ (0.06)

Restatement of Previously Issued Financial Statements (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Net tangible assets	$ 5,000,001
FaZe Clan Inc.[Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Cash payment			$ 2,800,000
Operating cash flow		$ 2,800,000	2,800,000
Financing cash flow		2,800,000	2,800,000
Statement of cash flows		$ 2,800,000
Proceeds of the issuance			2,800,000
Non-cash financing activity			$ 2,800,000
Class A Common Stock [Member]
Restatement of Previously Issued Financial Statements (Details) [Line Items]
Subject to possible redemption (in Dollars per share)	$ 5,000,000

Restatement of Previously Issued Financial Statements (Details) - Schedule of balance sheet - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Feb. 23, 2021
As Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A Common stock subject to possible redemption	$ 161,216,660	$ 163,088,200	$ 163,556,590
Class A Common stock, $0.0001 par value	165	146	141
Additional paid-in capital	7,410,925	5,588,472	5,120,086
Accumulated deficit	(2,411,514)	(589,048)	(120,650)
Total stockholders' equity (deficit)	5,000,007	5,000,001	5,000,008
Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A Common stock subject to possible redemption	11,283,340	9,411,800	8,943,410
Class A Common stock, $0.0001 par value	(113)	(94)	(89)
Additional paid-in capital	(7,410,925)	(5,588,472)	(5,120,086)
Accumulated deficit	(3,872,302)	(3,823,234)	(3,823,235)
Total stockholders' equity (deficit)	(11,283,340)	(9,411,800)	(8,943,410)
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A Common stock subject to possible redemption	172,500,000	172,500,000	172,500,000
Class A Common stock, $0.0001 par value	52	52	52
Additional paid-in capital
Accumulated deficit	(6,283,816)	(4,412,282)	(3,943,885)
Total stockholders' equity (deficit)	$ (6,283,333)	$ (4,411,799)	$ (3,943,402)

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Restatement of Previously Issued Financial Statements (Details) - Schedule of balance sheet (Parentheticals) - $ / shares	Jun. 30, 2021	Mar. 31, 2021	Feb. 23, 2021
As Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	0.0001	0.0001	0.0001
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of operations - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
As Reported [Member]
Condensed Income Statements, Captions [Line Items]
Basic and diluted weighted average shares outstanding, redeemable common stock	16,121,666	6,523,528	11,349,111
Basic and diluted loss per share, redeemable common stock	$ 0	$ 0	$ 0
Basic and diluted weighted average shares outstanding, non-redeemable common stock	5,960,834	4,896,972	5,431,842
Basic and diluted loss per share, non-redeemable common stock	$ (0.31)	$ (0.12)	$ (0.44)
Adjustment [Member]
Condensed Income Statements, Captions [Line Items]
Basic and diluted weighted average shares outstanding, redeemable common stock	1,128,334	376,472	754,480
Basic and diluted loss per share, redeemable common stock	$ (0.08)	$ (0.05)	$ (0.14)
Basic and diluted weighted average shares outstanding, non-redeemable common stock	(1,128,334)	(376,472)	(754,479)
Basic and diluted loss per share, non-redeemable common stock	$ 0.23	$ 0.07	$ 0.3
As Restated [Member]
Condensed Income Statements, Captions [Line Items]
Basic and diluted weighted average shares outstanding, redeemable common stock	17,250,000	6,900,000	12,103,591
Basic and diluted loss per share, redeemable common stock	$ (0.08)	$ (0.05)	$ (0.14)
Basic and diluted weighted average shares outstanding, non-redeemable common stock	4,832,500	4,520,500	4,677,363
Basic and diluted loss per share, non-redeemable common stock	$ (0.08)	$ (0.05)	$ (0.14)

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
As Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity [Line Items]
Sale of 17,250,000 Units on February 23, 2021 through IPO		$ 167,382,500	$ 167,382,500
Underwriting fee		(3,450,000)	(3,450,000)
Offering costs charged to stockholders' equity	$ (49,068)	(436,189)	(485,257)
Reclassification of offering costs related to warrants		115,404	115,404
Initial value of Class A common stock subject to redemption			(163,556,590)
Change in Class A common stock subject to redemption	1,871,540	(163,088,200)	2,339,930
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit
Adjustment [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity [Line Items]
Sale of 17,250,000 Units on February 23, 2021 through IPO		(167,382,500)	(167,382,500)
Underwriting fee		3,450,000	3,450,000
Offering costs charged to stockholders' equity	49,068	436,189	485,257
Reclassification of offering costs related to warrants		(115,404)	(115,404)
Initial value of Class A common stock subject to redemption			163,556,590
Change in Class A common stock subject to redemption	(1,871,540)	163,088,200	(2,339,930)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital		(5,065,051)	(5,065,051)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit	(49,068)	(3,800,647)	(3,872,302)
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity [Line Items]
Sale of 17,250,000 Units on February 23, 2021 through IPO
Underwriting fee
Offering costs charged to stockholders' equity
Reclassification of offering costs related to warrants
Initial value of Class A common stock subject to redemption
Change in Class A common stock subject to redemption
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital		(5,065,051)	(5,065,051)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit	$ (49,068)	$ (3,800,647)	$ (3,872,302)

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity (Parentheticals) - shares	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
As Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity (Parentheticals) [Line Items]
Sale of units	17,250,000	17,250,000
Adjustment [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity (Parentheticals) [Line Items]
Sale of units	17,250,000	17,250,000
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity (Parentheticals) [Line Items]
Sale of units	17,250,000	17,250,000

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of cash flow - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
As Reported [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Initial value of Class A ordinary shares subject to possible redemption	$ 163,556,590	$ 163,556,590
Change in value of Class A ordinary shares subject to possible redemption	(468,390)	(2,339,930)
Adjustment [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Initial value of Class A ordinary shares subject to possible redemption	8,943,410	8,943,410
Change in value of Class A ordinary shares subject to possible redemption	468,390	2,339,930
As Restated [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Initial value of Class A ordinary shares subject to possible redemption	172,500,000	172,500,000
Change in value of Class A ordinary shares subject to possible redemption

Related Party Transactions (Details) - USD ($)	1 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Jun. 19, 2021	Jun. 18, 2020	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Feb. 23, 2021	Feb. 19, 2021	May 12, 2020
Related Party Transactions (Details) [Line Items]
Percentage of outstanding shares		20.00%
Price per share (in Dollars per share)				$ 0.72	$ 0.53
Percentage of public offering				3.50%
Per month of office space			$ 3,750			$ 3,750			$ 3,750
Due to related parties				$ 30,000
Borrowing amount			300,000	300,000		300,000
Note payable balance			$ 25,000			25,000		$ 40,000
Subject to forfeiture shares (in Shares)		562,500
Ownership of stockholders prior, percentage		20.00%
Share price (in Dollars per share)			$ 12
Payable to related party			$ 998
FaZe Clan Inc. [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)										1,000,000
Net receivables							$ 2,000,000
Proceeds on convertible debt							1,700,000
Accounts receivables			700,000	400,000		700,000	600,000
Loan payables to related parties			$ 500,000			500,000	1,000,000
Expenses related to arrangements						$ 900,000	$ 300,000
Expenses related to arrangements				600,000	$ 700,000
FaZe Clan Inc. [Member] \| FaZe’s founders [Member]
Related Party Transactions (Details) [Line Items]
Accounts receivables				100,000
Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Percentage of outstanding shares	20.00%
Common Stock [Member] \| FaZe Clan Inc. [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)			200,000			200,000	1,079,555
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Underwriter's amount				$ 6,037,500
Class A common stock [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)	4,312,500			9.2
Price per share (in Dollars per share)				$ 11.5
Class A common stock [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)	$ 12
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)		4,312,500

Recurring Fair Value Measurements (Details)	9 Months Ended
Recurring Fair Value Measurements (Details)	Sep. 30, 2021 USD ($)
Fair Value Disclosures [Abstract]
Fair value of public warrants	$ 5,411,933
Decrease in fair value of private warrants	$ 6,900

Recurring Fair Value Measurements (Details) - Schedule of fair value, assets and liabilities measured on recurring basis	Sep. 30, 2021 USD ($)
Recurring Fair Value Measurements (Details) - Schedule of fair value, assets and liabilities measured on recurring basis [Line Items]
Cash held in Trust Account	$ 172,512,555
Assets	172,512,555
Public Warrants	4,441,300
Private Placement Warrants	142,133
Warrant Liability	4,583,433
Quoted Prices In Active Markets (Level 1) [Member]
Recurring Fair Value Measurements (Details) - Schedule of fair value, assets and liabilities measured on recurring basis [Line Items]
Cash held in Trust Account	172,512,555
Assets	172,512,555
Public Warrants	4,441,300
Private Placement Warrants
Warrant Liability	4,441,300
Significant Other Observable Inputs (Level 2) [Member]
Recurring Fair Value Measurements (Details) - Schedule of fair value, assets and liabilities measured on recurring basis [Line Items]
Cash held in Trust Account
Assets
Public Warrants
Private Placement Warrants
Warrant Liability
Significant Other Observable Inputs (Level 3) [Member]
Recurring Fair Value Measurements (Details) - Schedule of fair value, assets and liabilities measured on recurring basis [Line Items]
Cash held in Trust Account
Assets
Public Warrants
Private Placement Warrants	142,133
Warrant Liability	$ 142,133

Recurring Fair Value Measurements (Details) - Schedule of fair value of initial measurement - $ / shares	1 Months Ended	9 Months Ended		12 Months Ended
	Feb. 23, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2019
Recurring Fair Value Measurements (Details) - Schedule of fair value of initial measurement [Line Items]
Risk-free interest rate			1.90%	1.80%
Expected term (years)			4 years	10 years
Expected volatility			228.60%	32.00%
Private Warrants
Recurring Fair Value Measurements (Details) - Schedule of fair value of initial measurement [Line Items]
Risk-free interest rate		1.10%
Expected term (years)		5 years 9 months 18 days
Expected volatility		13.00%
Exercise price (in Dollars per share)		$ 11.5
Monte Carlo Simulation Model [Member]
Recurring Fair Value Measurements (Details) - Schedule of fair value of initial measurement [Line Items]
Risk-free interest rate	0.90%
Expected term (years)	6 years 4 months 24 days
Expected volatility	14.00%
Exercise price (in Dollars per share)	$ 11.5

Stockholders’ Equity (Details) - USD ($)	1 Months Ended	9 Months Ended		12 Months Ended
Stockholders’ Equity (Details) - USD ($)	Feb. 23, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Jun. 19, 2021	Jun. 18, 2020	May 12, 2020	Aug. 31, 2019
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized		1,000,000		1,000,000
Sale price per share (in Dollars per share)		$ 0.72	$ 0.53
Equity proceeds		60.00%
Market value per share (in Dollars per share)		$ 9.2
Exercise price adjusted percentage		115.00%
Redemption trigger price per share (in Dollars per share)		$ 18
Higher of market value percentage		180.00%
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock voting rights				one vote
Common stock, shares subject to forfeiture				562,500
Warrants price per share (in Dollars per share)				$ 0.01
Accrued interest outstanding (in Dollars)				$ 80,450
Sale of shares		17,250,000
FaZe Clan Inc. [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized		31,900,878		31,900,878	31,900,878
Shares issued								1,000,000
Gross proceeds (in Dollars)		$ 25,000,000
Temporary equity (in Dollars)		$ 33,700,000
Common stock, shares issued		8,435,596		7,397,055	7,197,055
Common stock, shares outstanding		8,435,596		7,397,055	7,197,055
General and administrative expense (in Dollars)					$ 2,500,000
Convertible debt (in Dollars)					22,000,000
Accrued interest outstanding (in Dollars)					$ 1,900,000
Conversion price (in Dollars per share)					$ 9.09
Beneficial conversion feature (in Dollars)					$ 4,000,000
Proceeds fro convertible note (in Dollars)					1,700,000
Cash proceeds (in Dollars)					$ 5,000,000
Common stock, per share (in Dollars per share)		$ 0.00001		$ 0.00001	$ 0.00001				$ 0.00001
Interest expense (in Dollars)		$ 3,635,000	$ 2,198,000	$ 3,780,000	$ 6,424,000
FaZe Clan Inc. [Member] \| Bridging [Member]
Stockholders’ Equity (Details) [Line Items]
Interest expense (in Dollars)				$ 100,000
FaZe Clan Inc. [Member] \| Hubrick Limited [Member]
Stockholders’ Equity (Details) [Line Items]
General and administrative expense (in Dollars)					600,000
2019 Convertible Notes [Member] \| FaZe Clan Inc. [Member]
Stockholders’ Equity (Details) [Line Items]
Proceeds fro convertible note (in Dollars)					$ 2,800,000
Private Placement Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Sale price per share (in Dollars per share)	$ 10
Sale of shares	520,000
Board of directors [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized		1,000,000
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized		100,000,000		100,000,000
Sale price per share (in Dollars per share)		$ 11.5
Shares issued		9.2				4,312,500
Common stock, shares issued		520,000
Common stock, shares outstanding		520,000
Exceeds price per share (in Dollars per share)				$ 18
Effective issue price of less than (in Dollars per share)		$ 9.2
Common stock, per share (in Dollars per share)		0.0001		$ 0.0001
Class A Common Stock [Member] \| Private Placement Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Sale price per share (in Dollars per share)		$ 18
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized		10,000,000		10,000,000
Shares issued							4,312,500
Common stock, shares issued		4,312,500		4,312,500
Common stock, shares outstanding		4,312,500		4,312,500
Common stock, per share (in Dollars per share)		$ 0.0001		$ 0.0001
Series A Preferred Stock [Member] \| FaZe Clan Inc. [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized		3,545,529		3,545,529	3,545,529
Share price per share (in Dollars per share)		$ 0.00001		$ 0.00001
Shares issued					2,512,069
Preferred stock, shares issued		3,237,800		3,237,800	3,237,800
Preferred stock, shares outstanding		3,237,800		3,237,800	3,237,800
Gross proceeds (in Dollars)				$ 25,000,000
Temporary equity (in Dollars)				$ 33,700,000
Sale of shares					481,158
Cash proceeds (in Dollars)					$ 5,000,000
Series A Preferred Stock [Member] \| Employees and Non-employees [Member] \| FaZe Clan Inc. [Member]
Stockholders’ Equity (Details) [Line Items]
Shares issued					244,573
Minimum [Member] \| FaZe Clan Inc. [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized									6,380,176
Maximum [Member] \| FaZe Clan Inc. [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized									31,900,878
Warrant [Member] \| Private Placement Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Share price per share (in Dollars per share)		$ 0.01
Common Stock [Member] \| FaZe Clan Inc. [Member]
Stockholders’ Equity (Details) [Line Items]
Shares issued				200,000	1,079,555

Subsequent Events (Details) - USD ($)	1 Months Ended			9 Months Ended		12 Months Ended
Subsequent Events (Details) - USD ($)	Oct. 31, 2021	Oct. 23, 2021	Jul. 31, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Oct. 25, 2021	Jun. 19, 2021	Feb. 23, 2021	May 12, 2020
Subsequent Events (Details) [Line Items]
Common stock price per share (in Dollars per share)										$ 10
Earn out consideration				6.00%
Legal accural				$ 1,200,000
FaZe Clan Inc. [Member]
Subsequent Events (Details) [Line Items]
Additional purchase						$ 25,000,000
Purchase additional debt						$ 36,700,000
Restricted stock (in Shares)				22,197		3,237,800	3,237,800
Granted stock options (in Shares)				22,197
Shares of common stock (in Shares)											1,000,000
Vesting period				10 years		20 years
FaZe Clan Inc. [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Purchase additional debt		$ 36,700,000
Granted stock options (in Shares)			6,600,166
Shares of common stock (in Shares)			22,197
Debt expiring		June 2022
FaZe Clan Inc. [Member] \| Cox Investment Holdings, Inc. [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Secured debt								$ 5,000,000
FaZe Clan Inc. [Member] \| CPH [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Shares of common stock (in Shares)		523,763
FaZe Clan Inc. [Member] \| BRPM [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Shares of common stock (in Shares)		4,800,000
FaZe Clan Inc. [Member] \| Treschow-Fritzoe AS [Member]
Subsequent Events (Details) [Line Items]
Payment of legal accural settlement				$ 800,000
Settlement date				Apr. 01, 2022
Business Combination [Member]
Subsequent Events (Details) [Line Items]
Business combination value				$ 987,000,000
Cox Investment Holdings, Inc. [Member] \| FaZe Clan Inc. [Member]
Subsequent Events (Details) [Line Items]
Secured debt						$ 10,000,000
PIPE Investment [Member]
Subsequent Events (Details) [Line Items]
Aggregate investments				118,000,000
Aggregate purchase price				$ 22,000,000
Class A Common Stock [Member]
Subsequent Events (Details) [Line Items]
Purchase of shares (in Shares)				2,200,000
Common stock price per share (in Dollars per share)				$ 10
Shares of common stock (in Shares)				9.2					4,312,500
2019 Equity Incentive Plan [Member] \| FaZe Clan Inc. [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Vesting period	2 years
Minimum [Member] \| FaZe Clan Inc. [Member] \| Treschow-Fritzoe AS [Member]
Subsequent Events (Details) [Line Items]
Legal accural				$ 1,200,000
Maximum [Member] \| FaZe Clan Inc. [Member] \| Treschow-Fritzoe AS [Member]
Subsequent Events (Details) [Line Items]
Legal accural				$ 800,000
2019 Equity Incentive Plan [Member] \| FaZe Clan Inc. [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Share based restricted stock awards, granted (in Shares)	602,917
Share based restricted stock awards, granted	$ 602,917
2019 Equity Incentive Plan [Member] \| Minimum [Member] \| FaZe Clan Inc. [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Restricted stock (in Shares)			8,000,000
2019 Equity Incentive Plan [Member] \| Maximum [Member] \| FaZe Clan Inc. [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Restricted stock (in Shares)			10,500,000
Merger Agreement [Member]
Subsequent Events (Details) [Line Items]
Common stock issued to stockholders (in Shares)				67,023,763
Deemed per share price (in Dollars per share)				$ 10

Public Offering (Details) - USD ($)	1 Months Ended	6 Months Ended	9 Months Ended
Public Offering (Details) - USD ($)	Feb. 23, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Public Offering (Details) [Line Items]
Sale of units			17,250,000
Sale of stock price per share			$ 0.72	$ 0.53
Purchase of aggregate units		475,000
Private placement price per share		$ 10
Underwriting commissions percentage		2.00%
Business Combination [Member]
Public Offering (Details) [Line Items]
Business combination cash fee percenatge		3.50%
Proposed Public Offering [Member]
Public Offering (Details) [Line Items]
Sale of units		15,000,000
Sale of stock price per share		$ 10
Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Sale of units	2,250,000
Underwriters units		520,000
Over-Allotment Option [Member] \| Minimum [Member]
Public Offering (Details) [Line Items]
Underwriters amount		$ 5,250,000
Over-Allotment Option [Member] \| Maximum [Member]
Public Offering (Details) [Line Items]
Underwriters amount		$ 6,037,500
IPO [Member]
Public Offering (Details) [Line Items]
Sale of units	17,250,000
Sale of stock price per share	$ 10
Common stock par value			0.0001
Additional units purchased		2,250,000
Class A common stock [Member]
Public Offering (Details) [Line Items]
Sale of stock price per share			11.5
Common stock par value		$ 0.0001	$ 0.0001
Common stock price per share		$ 11.5

Summary of Significant Accounting Policies (Details) - Schedule of disaggregates the Company’s revenue - FaZe Clan Inc. [Member] - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Brand Sponsorships	$ 17,080	$ 11,466	$ 16,520	$ 8,364
Content	13,826	7,871	12,077	8,036
Consumer Products	5,053	5,197	6,605	7,326
Esports	2,651	1,259	2,860	6,818
Other	198	132
Total Revenue	$ 38,808	$ 25,925	$ 38,211	$ 30,738

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Summary of Significant Accounting Policies (Details) - Schedule of diluted net loss per share - FaZe Clan Inc. [Member] - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Warrants	292,700	292,700	292,790	292,790
Stock options	8,942,575	5,765,000
Unvested restricted stock awards	22,197		3,237,800	3,237,800
Convertible preferred stock	3,237,800	3,237,800
Total potentially dilutive common stock equivalents	12,495,272	9,295,500	8,870,590	9,295,590

Property, Equipment and Leasehold Improvements (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
FaZe Clan Inc. [Member]
Property, Equipment and Leasehold Improvements (Details) [Line Items]
Depreciation expense	$ 300,000	$ 200,000	$ 300,000	$ 21,547

Property, Equipment and Leasehold Improvements (Details) - Schedule property, equipment and leasehold improvements - FaZe Clan Inc. [Member] - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Subtotal	$ 1,280	$ 974	$ 307
Less accumulated depreciation	(600)	(297)	(22)
Property, equipment and leasehold improvements, net	680	677	285
Furniture/Fixtures [Member]
Property, Plant and Equipment [Line Items]
Subtotal	159	153	76
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Subtotal	579	306	92
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Subtotal	106	106
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 436	$ 409	$ 139

Intangible Assets (Details) - USD ($) $ in Millions	9 Months Ended		12 Months Ended
Intangible Assets (Details) - USD ($) $ in Millions	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
FaZe Clan Inc. [Member]
Intangible Assets (Details) [Line Items]
Amortization expense	$ 0.4	$ 0.3	$ 0.5	$ 0.1

Intangible Assets (Details) - Schedule of Intangible assets - FaZe Clan Inc. [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Useful Life		3 years
Gross Carrying Value	$ 1,339,000	$ 1,024,000	$ 901,000
Accumulated Amortization	959,000	587,000
Net Carrying Value	$ 380,000	$ 437,000	780,000
Website Development [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life	3 years	3 years
Gross Carrying Value	$ 191,000	$ 123,000
Accumulated Amortization	58,000	15,000
Net Carrying Value	$ 133,000	$ 108,000
Talent Acquisition [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life	2 years	2 years
Gross Carrying Value	$ 901,000	$ 901,000	$ 901,000
Accumulated Amortization	901,000	572,000
Net Carrying Value		$ 329,000
Intangible assets subject to amortization [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	1,092,000
Accumulated Amortization	959,000
Net Carrying Value	133,000
Content [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	247,000
Accumulated Amortization
Net Carrying Value	$ 247,000

Intangible Assets (Details) - Schedule of estimated future amortization of intangible assets - FaZe Clan Inc. [Member] $ in Thousands	Dec. 31, 2020 USD ($)
Intangible Assets (Details) - Schedule of estimated future amortization of intangible assets [Line Items]
2021 (remainder)	$ 16
2022	63
2023	49
2024	5
Total future amortization of amortizable intangible assets	$ 133

Debt (Details) - FaZe Clan Inc. [Member] - USD ($) $ in Millions		1 Months Ended				3 Months Ended	4 Months Ended	9 Months Ended	12 Months Ended
	May 01, 2020	Dec. 31, 2020	May 31, 2020	Dec. 31, 2019	Oct. 31, 2019	Aug. 31, 2021	Jun. 30, 2020	Sep. 30, 2021	Dec. 31, 2019	Sep. 30, 2020
Debt (Details) [Line Items]
Investors total		$ 30.0
Payment proceeds							$ 2.5
Common stock value issued
Convertible shares (in Shares)								3,237,800		3,237,800
Conversion price, per share				22.0					22.0
2021 Cox Convertible Promissory Notes [Member]
Debt (Details) [Line Items]
Convertible promissory notes						$ 10.0
Equity securities percentage						50.00%
Gross proceeds						$ 15.0
Aggregate principal amount						$ 5.0
Purchase of additional units								$ 5.0
Outstanding debt								250.0
Number of shares outstanding								$ 25.0
Interest accrued, percentage								10.00%
2021 Convertible Promissory Note [Member]
Debt (Details) [Line Items]
Interest accrued, percentage						4.00%
Promissory notes						$ 0.7
Conversion price, percentage						90.00%
Enterprise value						$ 250.0
Two Zero Two Zero Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member]
Debt (Details) [Line Items]
Equity securities percentage		50.00%
Gross proceeds		$ 15.0
Purchase of additional units		36.7
Secured convertible promissory notes		66.7
Investors total		55.0
Gross proceeds		15.0
Conversion price		$ 250.0
Bear interest rate		10.00%
Purchase agreement description		• Up to $10.0 million within 45 days following closing of the Purchase Agreement.• Up to $20.0 million within one year following closing of the Purchase Agreement.• Up to $6.7 million within 18 months following closing of the Purchase Agreement.The purchaser’s right to purchase up to $6.7 million of additional Notes within 18 months is only available in the event the option to purchase $10.0 million of additional Notes is exercised within 45 days of the closing of the Purchase Agreement. Refer to Note 16, Subsequent Events, below.
Two Zero Two Zero Convertible Promissory Notes [Member]
Debt (Details) [Line Items]
Promissory notes		$ 2.5
Conversion price, percentage							90.00%
Enterprise value							$ 250.0
Bear interest rate							4.00%
Payment proceeds							$ 1.0
Preferred stock amount							0.5
Two Zero Two Zero Paycheck Protection Program Loan (“PPP Loan”) [Member]
Debt (Details) [Line Items]
Bear interest rate	1.00%
Business administration principal amount	$ 1.1
Monthly installments	10 months
Initial disbursement	2 years
Loan matures	2 years
Two Zero One Nine Term Loan Facility (“Term Loan”) [Member]
Debt (Details) [Line Items]
Number of shares outstanding					$ 220.0
Interest accrued, percentage					4.05%
Loan matures					24 years
Common stock value issued					$ 0.1
Two Zero One Nine Convertible Promissory Notes [Member]
Debt (Details) [Line Items]
Promissory notes				$ 22.0					$ 22.0
Conversion price, percentage									90.00%
Bear interest rate				4.00%					4.00%
Payment proceeds		5.0							$ 140.0
Conversion price, per share				$ 4.0					4.0
Expense				$ 1.7
Two Zero Two Zero Paycheck Protection Program Loan (“PPP Loan”) [Member]
Debt (Details) [Line Items]
Bear interest rate			1.00%
Business administration principal amount			$ 1.1
Monthly installments			10 months
Initial disbursement			2 years
Loan matures			2 years
CPH Noteholders [Member] \| Two Zero Two Zero Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member]
Debt (Details) [Line Items]
Secured convertible promissory notes		$ 91.7
Bridging Financing Inc [Member] \| Two Zero One Nine Term Loan Facility (“Term Loan”) [Member]
Debt (Details) [Line Items]
Loan amount					$ 30.0
“Preferred Stock Financing” [Member] \| Two Zero Two Zero Convertible Promissory Notes [Member]
Debt (Details) [Line Items]
Payment proceeds							$ 1.0
“Preferred Stock Financing” [Member] \| Two Zero One Nine Convertible Promissory Notes [Member]
Debt (Details) [Line Items]
Payment proceeds									$ 140.0
Series A Preferred Stock [Member] \| Two Zero One Nine Convertible Promissory Notes [Member]
Debt (Details) [Line Items]
Convertible shares (in Shares)				2,512,069					2,512,069

Debt (Details) - Schedule of debt - FaZe Clan Inc. [Member] - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt (Details) - Schedule of debt [Line Items]
Related Party Loans		$ 496	$ 1,022
Other Loans	37		119
Total Principal Amount Outstanding	69,360	34,144	24,430
Less: Short-Term Debt	(3,148)	(2,910)
Less: Unamortized Debt Issuance Costs	(404)	(251)
Long-Term Debt, Net $	65,808	30,983	$ 23,037
2021 Cox Convertible Promissory Note [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Notes	10,000
2021 Convertible Promissory Notes [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Notes	675
2020 Secured Convertible Promissory Note [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Notes	55,000	30,000
2020 Convertible Promissory Notes [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Notes	2,525	2,525
2020 PPP Loan [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Notes	$ 1,123	$ 1,123

Stock Compensation Expense and Warrants (Details) - USD ($)	1 Months Ended		9 Months Ended		12 Months Ended
	Jul. 19, 2021	Oct. 31, 2019	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Jul. 21, 2021
Stock Compensation Expense and Warrants (Details) [Line Items]
Weighted-average period				4 years		10 years
Warrants issued (in Shares)			5,923,333
Expense totaled			$ 100,000		$ 2,500,000
(new) FaZe Clan Inc. [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Awards agreements			10 years		20 years
Incentive stock option			10.00%		10.00%
Granted period			5 years		5 years
Fair market value			110.00%		110.00%
Exercise price (in Dollars per share)			$ 1.22		$ 5
Stock compensation expense						$ 52,000
Granted stock options (in Shares)			6,147,702
Weighted-average grant date fair value of stock options granted (in Dollars per share)			$ 0.15
Fair value of options, vested			$ 300,000	$ 0	$ 0	$ 52,500
Company’s closing stock price			0	$ 0	$ 0.53
General and administrative expense			$ 300,000
Stock options exercised (in Shares)			38,541
Cash received			$ 32,760
Nonvested stock			$ 600,000
Weighted-average period			2 years 10 months 24 days
Warrants issued (in Shares)				36,202	36,202	618,631
Warrants term					10 years	10 years
Cost of revenues			$ 62,000
Prepaid expenses			200,000	$ 200,000	$ 200,000	$ 200,000
Other assets			$ 300,000	$ 300,000	$ 300,000	300,000
shares of non-statutory stock options (in Shares)		5,765,000			425,000
Weighted-average grant date fair value of stock options granted (in Dollars per share)					$ 0.01
Compensation cost					$ 0	52,500
Employees compensation vested					53,891	0
Weighted average granted fair value					10.41
Employee Stock Ownership Plan (ESOP), Fair Value of Shares Subject to Repurchase Obligation						1,400,000
Cost of revenues					$ 83,119	$ 1,590
(new) FaZe Clan Inc. [Member] \| Employee Warrant [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Warrants term						10 years
(new) FaZe Clan Inc. [Member] \| Non-Employee Warrants [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Warrants term						4 years
(new) FaZe Clan Inc. [Member] \| Stock Option Repricing [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Purchase of common stock (in Shares)	2,150,000
Stock compensation expense	$ 300,000
(new) FaZe Clan Inc. [Member] \| Restricted Stock Awards [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Awards agreements			2 years
Restricted stock (in Shares)			22,197
Nonvested restricted stock			$ 14,384
Remaining vesting period			1 year 8 months 12 days
Series A Preferred Stock [Member] \| (new) FaZe Clan Inc. [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Warrants issued (in Shares)						292,790
Non-Employee Warrants [Member] \| (new) FaZe Clan Inc. [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Warrants term			10 years		10 years
Minimum [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Weighted-average period			2 years
Minimum [Member] \| (new) FaZe Clan Inc. [Member] \| Stock Option Repricing [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Exercise price (in Dollars per share)	$ 5
Minimum [Member] \| Non-Employee Warrants [Member] \| (new) FaZe Clan Inc. [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Warrants term			9 years		9 years
Maximum [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Weighted-average period			6 years
Maximum [Member] \| (new) FaZe Clan Inc. [Member] \| Stock Option Repricing [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Exercise price (in Dollars per share)	$ 0.85
Equity Incentive Plan 2019 [Member] \| Minimum [Member] \| (new) FaZe Clan Inc. [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Stock options grants (in Shares)					8,000,000		8,000,000
Equity Incentive Plan 2019 [Member] \| Maximum [Member] \| (new) FaZe Clan Inc. [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Stock options grants (in Shares)							10,500,000

Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan - FaZe Clan Inc. [Member] - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Awards Reserved for Issuance [Member]
Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan [Line Items]
Equity incentive plan	10,500,000	8,000,000
Awards Outstanding [Member]
Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan [Line Items]
Equity incentive plan	8,964,772	5,340,000
Awards Available for Grant [Member]
Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan [Line Items]
Equity incentive plan	1,535,228	2,660,000

Stock Compensation Expense and Warrants (Details) - Schedule of stock option activity and related information - FaZe Clan Inc. [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Stock Compensation Expense and Warrants (Details) - Schedule of stock option activity and related information [Line Items]
Number of Shares, Options Outstanding and Exercisable as of beginning balance	5,340,000
Weighted- Average Exercise Price Per Share, Options Outstanding and Exercisable as of beginning balance (in Dollars per share)	$ 5
Weighted- Average Remaining Contractual Life in Years, Options Outstanding and Exercisable as of beginning balance	18 years 9 months 18 days
Aggregate Intrinsic Value of In-the-Money Options, Options Outstanding and Exercisable as of beginning balance (in Dollars)
Number of Shares, Options Outstanding as of ending balance	8,942,575	5,340,000
Weighted- Average Exercise Price Per Share, Options Outstanding as of ending balance (in Dollars per share)	$ 1.22	$ 5
Weighted- Average Remaining Contractual Life in Years, Options Outstanding as of ending balance	9 years 1 month 17 days	18 years 9 months 18 days
Aggregate Intrinsic Value of In-the-Money Options, Options Outstanding as of ending balance (in Dollars)
Number of Shares, Options Vested and Exercisable as of ending balance	4,732,492
Weighted- Average Exercise Price Per Share, Options Vested and Exercisable as of ending balance (in Dollars per share)	$ 1.53
Weighted- Average Remaining Contractual Life in Years, Options Vested and Exercisable as of ending balance	8 years 8 months 12 days	18 years 9 months 18 days
Aggregate Intrinsic Value of In-the-Money Options, Options Vested and Exercisable as of ending balance (in Dollars)
Number of Shares, Options Granted	6,147,702
Weighted- Average Exercise Price Per Share, Options Granted (in Dollars per share)	$ 0.85
Number of Shares, Options Exercised	(38,541)
Weighted- Average Exercise Price Per Share, Options Exercised (in Dollars per share)	$ 0.85
Number of Shares, Options Forfeited	(61,253)
Weighted- Average Exercise Price Per Share, Options Forfeited	0.85	425,000
Number of Shares, Options Cancelled	(2,400,000)
Weighted- Average Exercise Price Per Share, Options Cancelled (in Dollars per share)	$ 5
Number of Shares, Options Expired	(45,333)
Weighted- Average Exercise Price Per Share, Options Expired (in Dollars per share)	$ 0.85

Stock Compensation Expense and Warrants (Details) - Schedule of fair value of options and warrants granted - $ / shares	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2019
Stock Compensation Expense and Warrants (Details) - Schedule of fair value of options and warrants granted [Line Items]
Stock (in Dollars per share)	$ 0.72	$ 0.53
Expected term		4 years	10 years
Volatility		228.60%	32.00%
Risk-Free Interest Rate		1.90%	1.80%
Dividend Yield	0.00%	0.00%	0.00%
Minimum [Member]
Stock Compensation Expense and Warrants (Details) - Schedule of fair value of options and warrants granted [Line Items]
Expected term	2 years
Volatility	30.00%
Risk-Free Interest Rate	0.21%
Maximum [Member]
Stock Compensation Expense and Warrants (Details) - Schedule of fair value of options and warrants granted [Line Items]
Expected term	6 years
Volatility	34.00%
Risk-Free Interest Rate	0.84%

Stock Compensation Expense and Warrants (Details) - Schedule of restricted stock awards activity and related information - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Stock Compensation Expense and Warrants (Details) - Schedule of restricted stock awards activity and related information [Line Items]
Weighted- Average Grant Date Fair Value Per Share Nonvested restricted stock awards Beginning Balance
Weighted- Average Grant Date Fair Value Per Share Nonvested restricted stock awards Ending Balance	0.72
Weighted- Average Grant Date Fair Value Per Share Granted	0.72
Weighted- Average Grant Date Fair Value Per Share Vested
Weighted- Average Grant Date Fair Value Per Share Forfeited
FaZe Clan Inc. [Member]
Stock Compensation Expense and Warrants (Details) - Schedule of restricted stock awards activity and related information [Line Items]
Number of Shares Nonvested restricted stock awards Beginning Balance
Number of Shares Nonvested restricted stock awards Ending Balance	22,197
Number of Shares Granted	22,197
Number of Shares Vested
Weighted- Average Grant Date Fair Value Per Share Vested	$ 36,202
Number of Shares Forfeited

Stock Compensation Expense and Warrants (Details) - Schedule of warrant activity - FaZe Clan Inc.[Member]	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Stock Compensation Expense and Warrants (Details) - Schedule of warrant activity [Line Items]
Warrants Outstanding, beginning	618,631
Warrants Granted and Vested (in Dollars per share) \| $ / shares	$ 36,202
Warrants Outstanding at ending	654,833

Stock Compensation Expense and Warrants (Details) - Schedule of weighted-average exercise price and weighted-average grant date - Non-employees [Member]	9 Months Ended
	Sep. 30, 2021 $ / shares
Stock Compensation Expense and Warrants (Details) - Schedule of weighted-average exercise price and weighted-average grant date [Line Items]
Weighted- Average Exercise Price	$ 0.01
Weighted- Average Fair Value	$ 0.53

Stock Compensation Expense and Warrants (Details) - Schedule of stock-based compensation expense - FaZe Clan Inc.[Member] - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Stock Compensation Expense and Warrants (Details) - Schedule of stock-based compensation expense [Line Items]
Stock Options	$ 653			$ 52
Restricted stock awards	2
Common Stock Warrants – Non-Employee		20	20
Total Stock – Based Compensation Expense	$ 655	$ 20	$ 20	$ 2,652

Commitments and Contingencies (Details) - FaZe Clan Inc.[Member] - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Commitments and Contingencies (Details) [Line Items]
Rent expenses	$ 900	$ 1,300	$ 1,500	$ 2,200
Future minimum lease payment	$ 8,335		$ 600
legal accrual				$ 1,200

Commitments and Contingencies (Details) - Schedule of future minimum lease payment - FaZe Clan Inc.[Member] - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Commitments and Contingencies (Details) - Schedule of future minimum lease payment [Line Items]
2021 (remainder)	$ 621
2022	2,834	$ 1,123
2023	2,895	30,000
2024	1,977
2025	5
Thereafter	3	111
Total minimum lease payment	$ 8,335	$ 600

Litigation (Details) - USD ($) $ in Millions		1 Months Ended		12 Months Ended
Litigation (Details) - USD ($) $ in Millions	Dec. 07, 2020	Apr. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jul. 31, 2021	Sep. 14, 2020	May 12, 2020
Litigation (Details) [Line Items]
Common stock issued (in Shares)							1,000,000
FaZe Clan Inc. [Member]
Litigation (Details) [Line Items]
Equity percentage							20.00%
Legal accrual				$ 0.7
Accrued expense				3.2
Amount paid in advance			$ 2.9
Company owes, description						the Company owes approximately $2.5 million to Salman and Gimelshtein in connection with alleged funding to the Company of $30.0 million by Bridging Finance Group.
Agreement total amount	$ 3.0
Plus payment	$ 0.5
Shares issued (in Shares)							1,000,000
FaZe Clan Inc. [Member] \| Subsequent Event [Member]
Litigation (Details) [Line Items]
Amount paid in advance		$ 2.9
Shares issued (in Shares)					22,197
FaZe Clan Inc. [Member] \| Michael Stang Treschow [Member]
Litigation (Details) [Line Items]
Accrued expense				1.1
FaZe Clan Inc. [Member] \| Crashfund, LLC [Member]
Litigation (Details) [Line Items]
Accrued expense				$ 1.0
FaZe Clan Inc. [Member] \| Mr. Bengtson [Member]
Litigation (Details) [Line Items]
Shares issued (in Shares)							1,000,000
FaZe Clan Inc. [Member] \| Salman and Gimelshtein [Member]
Litigation (Details) [Line Items]
Alleged funding amount						$ 2.5
FaZe Clan Inc. [Member] \| Bridging Finance Group [Member]
Litigation (Details) [Line Items]
Alleged funding amount						$ 30.0

Income Taxes (Details) - FaZe Clan Inc. [Member] - USD ($) $ in Millions	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Income Taxes (Details) [Line Items]
Realized percentage	50.00%		50.00%
Effective tax rate, percentage	0.00%	0.00%
Federal NOLs (in Dollars)			$ 1.0
Federal NOL carried forward (in Dollars)			50.3
Federal NOL Expire year (in Dollars)			$ 50.4

Going Concern (Details) - FaZe Clan Inc. [Member] - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Going Concern (Details) [Line Items]
Cash	$ 16.9
Accumulated deficit	98.8	$ 75.5
Net cash in operating activities	$ 21.2	16.9
Company cash		$ 4.4

Summary of Significant Accounting Policies (Details) - Schedule of property, equipment and leasehold improvements - FaZe Clan Inc. [Member]	12 Months Ended
	Dec. 31, 2020
Public Utility, Property, Plant and Equipment [Line Items]
Leasehold Improvements	Remaining Lease Term
Computer Equipment [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment,	3 years
Furniture/Fixtures [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment,	3 years
Vehicles [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment,	5 years

Summary of Significant Accounting Policies (Details) - Schedule of disaggregates the Company’s revenue - FaZe Clan Inc. [Member] - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Brand Sponsorships	$ 17,080	$ 11,466	$ 16,520	$ 8,364
Content	13,826	7,871	12,077	8,036
Consumer Products	5,053	5,197	6,605	7,326
Esports	2,651	1,259	2,860	6,818
Other			149	194
Total Revenue	$ 38,808	$ 25,925	$ 38,211	$ 30,738