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United States securities and exchange commission logo
December 7, 2021
Daniel Shribman
Chief Executive Officer and Chief Financial Officer
B. Riley Principal 150 Merger Corp.
299 Park Avenue, 21st Floor
New York, New York 10171
Re: B. Riley Principal
150 Merger Corp.
Draft Registration
Statement on Form S-4
Submitted November
8, 2021
CIK No. 0001839360
Dear Mr. Shribman:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-4 Submitted November 8, 2021
Cover Page
1. We note your disclosure
that "the outstanding principal and accrued interest upon certain
convertible promissory
notes of FaZe ('FaZe Notes') shall be converted into FaZe common
stock (such exercises
and conversions, collectively, the 'Company Conversion')." Please
amend your disclosure
to provide an estimate of the amount of shares of FaZe common
stock that will be
issued pursuant to the Company Conversion, and discuss the potential
dilutive impact of this
conversion on public shareholders.
Daniel Shribman
FirstName LastNameDaniel Shribman
B. Riley Principal 150 Merger Corp.
Comapany7,
December NameB.
2021 Riley Principal 150 Merger Corp.
December
Page 2 7, 2021 Page 2
FirstName LastName
Certain Defined Terms, page 2
2. Throughout your filing, you refer to fans, consumers, users, and
customers. Please revise
your disclosure to clarify the differences between these terms, as
they are used throughout
your filings, sometimes interchangeably. Please also clearly define
the differences
between talent, partners, and collaborators.
Q: What equity stake will current BRPM Stockholders and FaZe Stockholders hold
.. . ., page 14
3. Please revise your disclosure regarding the ownership of the
post-combination company
to:
Present the Sponsor's aggregate ownership interest instead of
allocating the Sponsor's
interest between the PIPE Investors and the Sponsor;
Disclose the Sponsor's and its affiliates' total potential
ownership interest assuming
exercise and conversion of all convertible securities. In this
regard, it appears you are
excluding the shares of common stock underlying BRPM warrants;
Offer at least one additional interim redemption scenario
between those you currently
present; and
Show the potential impact of redemptions on the per share value
of the shares owned
by non-redeeming shareholders at each redemption level.
Please make conforming revisions throughout your filing.
Q: May our Sponsor and our officers and directors purchase Public Shares . . .,
page 20
4. We note your disclosure that "the Sponsor, FaZe and/or its affiliates
may purchase shares
and/or warrants from investors, or they may enter into transactions
with such investors
and others to provide them with incentives to acquire Public Shares or
vote their Public
Shares in favor of the Business Combination Proposal." Please tell us
how these purchases
comply with Rule 14e-5 of the Exchange Act.
Summary of the Proxy Statement/Prospectus, page 25
5. Please include the disclosure required by Items 3(g) and (h) of Form
S-4.
The PIPE Investment, page 30
6. Please identify the FaZe PIPE Investor, or tell us why you believe you
are not required to
do so.
Daniel Shribman
FirstName LastNameDaniel Shribman
B. Riley Principal 150 Merger Corp.
Comapany7,
December NameB.
2021 Riley Principal 150 Merger Corp.
December
Page 3 7, 2021 Page 3
FirstName LastName
Interests of BRPM's Directors and Officers in the Business Combination, page 36
7. We note your disclosure on page 34 that "The BRPM Board considered the
corporate
governance provisions of the Proposed Charter and the effect of those
provisions on the
governance of FaZe following the Closing." Please briefly describe the
risks or negative
factors considered with respect to the effect of the provisions on the
Proposed Charter on
the governance of FaZe following the completion of the business
combination.
8. Please disclose the length of time following the business combination
the you will
continue to indemnify your directors and officers and maintain a
directors' and
officers' liability insurance policy.
9. Please revise your presentation of the aggregate amount the Sponsor
and its affiliates have
at risk that depends upon the completion of a business combination to
include the
$6,037,500 fee payable to B. Riley Securities pursuant to the Business
Combination
Marketing Agreement and any deferred underwriting fees from BRPM's IPO
payable to
B. Riley Securities.
Risk Factors, page 53
10. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. Clearly explain the steps, if any, the company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption. In addition, quantify the value of warrants, based on
recent trading prices,
that may be retained by redeeming stockholders assuming maximum
redemptions and
identify any material resulting risks.
"We have experienced rapid growth since our inception . . .", page 54
11. We note your disclosure that you have experienced rapid growth in the
U.S. and
internationally since your inception. Please clarify what is meant by
"rapid growth," and
disclose whether this growth refers to the increase in your revenue
alone or other
additional factors.
"Esports professionals, influencers and content creators . . .", page 55
12. Please file the agreement with the creator who accounted for 16% of
your revenue for the
year ended December 31, 2020, and identify the creator in your filing.
Please also briefly
describe the material terms of the agreement, including the duration
of the agreement.
"Our business, content, and products . . .", page 68
13. You disclose that "Certain of our digital content offerings are
subject to new laws or
regulations or evolving interpretations and application of existing
laws and regulations.
Daniel Shribman
FirstName LastNameDaniel Shribman
B. Riley Principal 150 Merger Corp.
Comapany7,
December NameB.
2021 Riley Principal 150 Merger Corp.
December
Page 4 7, 2021 Page 4
FirstName LastName
The growth and development of electronic commerce, virtual items and
virtual currencies
has prompted calls for new laws and regulations and resulted in the
application of existing
laws or regulations that have limited or restricted the sale of our
products and distribution
of content in certain territories." Please expand your discussion to
identify the certain
digital content offerings, and to describe the specific laws and
regulations that have
limited or restricted the sale and distribution of your products and
content, if material.
"The Public Stockholders will experience dilution . . .", page 81
14. Please revise your disclosure to include at least one interim
redemption scenario.
The Merger Agreement
Representations and Warranties, page 102
15. We note your bullet points throughout this section providing the
general topics covered by
the representations and warranties of each party. Where material,
please amend your
disclosure to describe the specific representations and warranties of
each of the parties
covered by these general bullet points.
Background to the Business Combination, page 111
16. Please disclose in more detail the relationship between FaZe and
theMaven, Inc. In
addition, please clarify how the BRPM Board considered the potential
conflict of interest
presented by Mr. Levinsohn's prior relationship with FaZe in
negotiating and
recommending the business combination.
17. BRPM's current charter waives the corporate opportunities doctrine.
Please address this
potential conflict of interest and whether it impacted your search for
an acquisition target.
18. We note your disclosure that between July 18, 2021 and July 29, 2021,
BRPM and FaZe
discussed the pre-money equity value of FaZe being between $600
million and
$650 million. Please clarify whether BRPM or FaZe proposed an initial
valuation
figure, what that valuation figure was, how the amount evolved
throughout the
negotiations, and when the parties came to agreement on the final $650
million pre-money
equity value.
19. We note that starting July 18, 2021, the parties began negotiating a
letter of intent, which
culminated in an executed letter of intent on July 29, 2021. Please
revise the discussion to
discuss the material terms of the initial letter of intent and
subsequently exchanged drafts,
proposals or any feedback or negotiations related thereto in greater
detail. In this regard,
we note that the included summaries are brief and do not present a
clear understanding of
how the parties negotiated the material terms of the proposed business
combination. For
example, you disclose on page 112 that, between July 18, 2021 and July
29, 2021, BRPM
and FaZe negotiated the letter of intent, focusing on the pre-money
equity value of FaZe,
the post-closing ownership of the current FaZe securityholders, the
minimum cash at
closing of the business combination, and the required size of the PIPE
Investment and
Daniel Shribman
FirstName LastNameDaniel Shribman
B. Riley Principal 150 Merger Corp.
Comapany7,
December NameB.
2021 Riley Principal 150 Merger Corp.
December
Page 5 7, 2021 Page 5
FirstName LastName
other conditions needed to consummate the potential transaction, but
you do not provide
detail about the relevant positions of each party and how they
ultimately came to an
agreement upon these terms. In your revised disclosure, explain the
reason and
significance of the issues and terms discussed, each party's position
on such issues, and
how you reached agreement on the final terms.
20. We note that BRPN engaged in an extended period of due diligence from
July 16, 2021 to
October 15, 2021. Please disclose if and how that due diligence effort
impacted the terms
of the transaction.
21. We note your disclosure that on August 15, 2021 and August 17, 2021,
Mr. Shribman
began conversations with FaZe to begin the discussion of the board
member search for the
post-closing company. Please include more detail regarding the
negotiations around the
post-closing company board structure and disclose whether any parties
will have board
designation rights.
22. We note your disclosure on page 112 that on July 9, 2021, an initial
conference call took
place with management of BRPM, FaZe, Citigroup, M. Klein and Company,
and
Evolution Media Capital. We also note your disclosure on page 113 that
prior to the
execution of the LOI, FaZe engaged Citigroup, EM Securities LLC and M
Klein for the
provision of capital markets advisory services in connection with the
proposed Business
Combination. Please clarify the role of each advisor throughout your
disclosure in this
section, and quantify any fees payable to these advisors for their
services, including fees
upon consummation of the Business Combination, and additional
performance fees at
FaZe's discretion. Please also tell us whether any of these financial
advisors delivered any
reports to the BRPM Board that were materially related to the
transaction.
23. We note your disclosure on page 114 that "Telephonic conference calls
were held on:
(i) August 20, 2021 to discuss general legal matters, (ii) October 11,
2021 to discuss
general business and finance matters, (iii) October 11, 2021 to
discuss tax matters,
(iv) October 13, 2021 to discuss employment compensation and benefits
matters, and
(v) October 14, 2021, to discuss intellectual property, cybersecurity
and data privacy
matters." Please provide additional detail regarding the matters
discussed at each of these
meetings, rather than general disclosure of the topics discussed. Make
conforming
changes throughout your disclosure, including relative positions of
the parties related to
these matters and negotiations of these terms at each meeting.
The BRPM Board's Reasons for the Approval of the Business Combination, page 116
24. Please amend your disclosure to provide support for your statement
that FaZe has a "large
addressable market."
Certain Projected Information, page 118
25. We note your disclosure on page 119 that BRPM undertakes no
obligations and expressly
disclaims any responsibility to update or revise, or publicly disclose
any update or
Daniel Shribman
FirstName LastNameDaniel Shribman
B. Riley Principal 150 Merger Corp.
Comapany7,
December NameB.
2021 Riley Principal 150 Merger Corp.
December
Page 6 7, 2021 Page 6
FirstName LastName
revision to the projections, for events that may have occurred or that
may occur after
preparation of the projections, even in the event that any or all of
the assumptions
underlying the projections are in error or change. Please revise to
state when
such projections were prepared and confirm whether or the projections
still reflect
management's views on future performance and/or describe what
consideration the board
gave to obtaining updated projections or a lack of reliance upon the
projections. Please
also advise us as to the circumstances that could arise where all of
the assumptions shown
are in error yet BRPM would bear no obligation to update. To the
extent that no such
circumstances exist, please revise the disclosure to remove the
implication that
compliance with the federal securities law is the exception in such
instances, especially in
the context of the proposed transaction.
26. We note your disclosure on page 112 that the $600-$650 million
pre-money equity
valuation discussed while negotiating the letter of intent was
determined by comparing the
projected pro forma enterprise valuation of FaZe based on 2023 and
2024 revenue metrics
to a range of public comparable companies within several related
sectors, including
premium content/intellectual property, sports teams, games/Esports,
lifestyle brands, and
digital platforms, and that the BRPM Board concluded the pre-money
equity valuation of
FaZe was an attractive value. However, in this section you include not
only revenue, but
also gross profit and Adjusted EBIDTA projections, for a longer period
from 2021
through 2025, and you have not included any comparable companies
analysis. Please tell
us whether the projections referred to on page 112 are the same
projections disclosed on
page 119, and if not, please include such projections in your filing.
Please include the
comparable companies analysis that the board reviewed as well,
including identification
of the comparable companies and the relevant enterprise valuation of
the companies
considered.
27. We note the investor presentation for prospective investors in the
PIPE Subscription that
was included in the 8-K BRPM filed on October 25, 2021. We note the
presentation
includes a similar set of projections to the projections discussed on
page 119 but also
includes different underlying assumptions. Please tell us whether the
projections contained
in the investor presentation are different from the projections
included in your filing. If
so, please include such projections in your filing, explain the
material differences, and
clarify whether the Board considered the additional analyses in
recommending that the
BRPM shareholders approve the transaction. To the extent a third party
prepared the
projections and provided it to BRPM, please include the information
required by Item
1015(b) of Regulation M-A.
28. Please disclose the process for preparing the projections, including
how and why the
timeframe leading out to 2025 projected financial results was
selected. Please
also disclose whether or not the projections are in line with historic
operating trends, and
if not, explain why the change in trends is appropriate.
29. Please quantify, where applicable, the underlying assumptions
discussed on page 119.
Daniel Shribman
B. Riley Principal 150 Merger Corp.
December 7, 2021
Page 7
The Binding Charter Proposals
Binding Charter Proposal A
Classification of Board, page 125
30. State whether vacancies which occur during the year may be filled by
the board of
directors to serve only until the next annual meeting or may be so
filled for the remainder
of the full term. Refer to Instruction 1 to Item 19 of Schedule 14A.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Balance
Sheet, page 156
31. Refer to footnote (F) Please revise to disclose the conversion
terms of the FaZe Notes
that are being converted to equity in connection with the business
combination
transaction.
32. Refer to footnote (G) Please explain in footnote (G) why the
liability classified warrants
will be converted to equity in connection with the business
combination transaction.
33. Refer to footnote (J) Please disclose the conversion terms by
which the FaZe preferred
stock will convert to common stock in connection with the business
combination
transaction
34. Refer to footnote (K) Please disclose the significant assumptions
used to determine the
impact of the accelerated vesting of the FaZe stock options.
4. Net Loss Per Share, page 158
35. Please revise to explain in further detail how you calculated or
determined the weighted
average shares of Class A common stock outstanding under both the no
redemption and
maximum redemption scenarios.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Statements
of Operations, page 158
36. Refer to footnote (BB) Please revise to disclose the amount of
debt converted and the
related interest rate thereon that were used to calculate this pro
forma adjustment.
37. Refer to footnote (EE) Please revise to disclose the amount of the
PPP loan repaid and
the related interest rate thereon that were used to calculate this pro
forma adjustment.
FirstName LastNameDaniel Shribman
38. Refer to footnote (II) Please revise to disclose how you calculated
or determined the
Comapany NameB.
amount of theRiley Principal
loss on 150 Merger
extinguishment Corp.and the amortization of
the beneficial
of debt
conversion
December 7, 2021 feature
Page 7 related to the conversion of the FaZe notes.
FirstName LastName
Daniel Shribman
FirstName LastNameDaniel Shribman
B. Riley Principal 150 Merger Corp.
Comapany7,
December NameB.
2021 Riley Principal 150 Merger Corp.
December
Page 8 7, 2021 Page 8
FirstName LastName
Business of New FaZe, page 174
39. Please amend your disclosure to add a discussion of your customer
concentrations that are
referenced on pages 55 and F-37.
40. We note your disclosure that you have established "a large and engaged
global audience
with a strong loyalty to the FaZe brand." Please tell us how
management tracks customer
loyalty to the FaZe brand and what consideration you gave to including
any such metrics
in the filing. As a related matter, we note your disclosure that you
are "a leading digital
content platform created for and by Gen Z and millennials." Please
disclose the measure
by which you are a "leading" digital content platform. For example,
disclose whether you
lead by revenues, market share, or some other metric.
Platform
Audience, page 176
41. Please amend your disclosure to clarify whether you commissioned the
Ypulse survey
referenced in this section. If so, please file the consent of Ypulse
as an exhibit to your
registration statement, or tell us why you believe you are not
required to do so. See
Section 7 and Rule 436 of the Securities Act.
Monetization
Brand Sponsorship, page 177
42. We note your disclosure on page 60 that your most important commercial
contract is a
contract with a global sponsor representing industries including
beverages, supplements
and energy drinks, and if you fail to renew or replace this key
commercial agreement on
similar or better terms, you could experience a material reduction in
your commercial
revenue. In this section, please include a description of the key
terms of your material
sponsorship agreements, including the agreement referenced on page 60,
and file such
agreements as exhibits to the registration statement. Please also
amend your disclosure to
identify this global sponsor. Refer to Item 601(b)(10) of Regulation
S-K.
Government Regulation and Compliance, page 182
43. Please amend your disclosure to briefly describe the specific "laws in
the U.S. and
abroad" that affect your business, including the relevant laws and
regulatory bodies, how
each of these laws and regulations affects your business, and a
description of any past,
current, or potential instances of material noncompliance with any of
these laws.
COVID Impact, page 183
44. We note your disclosure describing the positive impact of COVID-19 on
video game
usage and your content creators' channels, and the negative impact of
COVID-19 on
ESports as whole. Please amend your disclosure to state whether you
expect either or
both of these trends to continue in future periods. As a related
matter, we note your
Daniel Shribman
FirstName LastNameDaniel Shribman
B. Riley Principal 150 Merger Corp.
Comapany7,
December NameB.
2021 Riley Principal 150 Merger Corp.
December
Page 9 7, 2021 Page 9
FirstName LastName
disclosure that "While the COVID-19 impact impacted primarily our
Esports business,
because our business does not depend solely on Esports, we were able
to drive
engagement and brand value across other businesses and improve focus
on our content
creation," and that you "have also received important sponsorship
deals at our brand level
with McDonalds, and General Mills since the start of the pandemic."
Please amend your
disclosure to clarify whether you believe your sponsorship deals with
McDonalds and
General Mills and your ability to drive engagement were directly
related to the uptick in
video game usage and content creation due to COVID-19, and whether you
expect to
continue to be able to drive similar engagement and achieve similar
sponsorship deals in
future periods when the COVID-19 pandemic and related consumer
behaviors subside.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
184
45. To give investors more context, particularly with regard to your
COVID-19 disclosure,
please include a breakdown of the revenue generated by each of your
revenue streams
comparable to the breakdown included on page F-40.
Key Performance Indicators, page 184
46. We note that your Total Reach metric is computed by combining
subscribers on
YouTube, Twitter, Instagram, TikTok, and Twitch social media
platforms. We also note
that an individual subscriber can be a subscriber on all or multiple
platforms. Please
further explain the limitations of combining all of these social media
platforms to derive
this metric. To provide investors with more context regarding this
metric,
please supplement this disclosure by providing the breakdown of
subscribers for each of
these social media platforms.
47. We note Aggregate YouTube Subscribers metric is the number of
subscribers your total
talent pool has on YouTube as well as company-operated YouTube
channels. We also
note that you currently present 86 creators along with their
subscribers on the company
website. Please supplement your disclosure by disclosing subscribers
for company-
operated YouTube channels and separately subscribers for your talent
pool. In addition,
please disclose the number of talent pool YouTube channels that are
being combined to
compute this metric.
48. We note you define Average Revenue per User as your total consolidated
GAAP revenues
divided by your total Aggregate YouTube Subscribers. We note that
Aggregate YouTube
Subscribers metric increases only when a subscriber initially follows
FaZe or a FaZe
talent member on YouTube. Please clarify the difference between a user
and a subscriber,
and how this metric is impacted by subtractions in your talent pool.
Key Components of Sales and Expenses
Revenue, page 190
49. We note your disclosure discussing how you generate revenue from your
four different
Daniel Shribman
FirstName LastNameDaniel Shribman
B. Riley Principal 150 Merger Corp.
Comapany7,
December NameB.
2021 Riley Principal 150 Merger Corp.
December
Page 10 7, 2021 Page 10
FirstName LastName
revenue types. Please address the following issues:
Amend your disclosure to provide additional detail regarding
how you generate
revenue from your brand and talent sponsorship deals, including a
description of the
"various promotional vehicles," how you charge fees for your
services under these
agreements, and whether and how you receive a share of the talent
deals that are
made directly with your individual FaZe talent members.
Briefly define "cost per view" as it relates to your revenue
from Google AdSense.
You disclose that "Our Esports revenue consists of league
participation revenue, prize
money, player transfer fee revenue, and licensing of intellectual
property revenue.
League participation revenue is generated from prize winnings,
advertising, and
revenue share payments from our participation in closed Esports
leagues." Please
describe the following: (1) how you generate revenue from prize
winnings; for
example, disclose whether you receive full prize winnings or
whether you share these
winnings with Esports professionals; (2) describe how you
generate revenue from
advertising in connection with your Esports events; (3) describe
the typical revenue
percentage or a range of revenue percentages you receive from
your participation in
closed Esports leagues.
You disclose that "Player transfer fee revenue is earned
through player transfer
agreements in connection with our talent's earnings." Describe
the terms of the
player transfer agreements, including how you earn revenue from
player transfers.
Non-GAAP Information, page 193
50. We note that your Adjusted EBITDA includes adjustments for the past
two years for
legal settlement expense and legal fees outside of the normal
course of business.
Please further explain the types of costs are included in these
adjustments and why they
have been characterized as non-recurring in nature, considering that
they were incurred
during each year presented. See Question 102.03 of our Non-GAAP
Compliance
& Disclosure Interpretations.
Description of New FaZe Securities
Anti-Takeover Effects of Provisions of the Proposed Charter, the Proposed
Bylaws and
Applicable Law, page 201
51. Please add a discussion of the advance notice requirements for
nominations for election to
New FaZe's board of directors or for proposing matters that can be
acted upon by
stockholders at annual stockholder meetings and the limitations on who
may call a special
meeting in your proposed bylaws. In addition, your disclosure suggests
that your
proposed charter will waive corporate opportunities, but the charter
filed as Annex B does
not include such provision. Please revise for consistency.
Daniel Shribman
FirstName LastNameDaniel Shribman
B. Riley Principal 150 Merger Corp.
Comapany7,
December NameB.
2021 Riley Principal 150 Merger Corp.
December
Page 11 7, 2021 Page 11
FirstName LastName
Beneficial Ownership of Securities, page 211
52. Please disclose the beneficial ownership of FaZe prior to the business
combination. Refer
to Item 18(a)(5)(ii) of Form S-4.
Certain Relationships and Related Party Transactions
FaZe
Cox Investment Holdings, page 227
53. We note your disclosure that "On October 24, 2021, Cox entered into a
letter agreement
with FaZe, pursuant to which, among other things, (i) Cox agreed to
convert the Cox note
and any additional note purchased by exercising the Cox Right
(including the interest
thereon) into shares of FaZe common stock immediately prior to
Closing." Please amend
your disclosure to provide an estimate of the number of shares of FaZe
that will be issued
to Cox pursuant to the conversion of the Cox note and, in an
appropriate place in your
filing, discuss any resulting dilution to shareholders of New FaZe as
a result of this
conversion.
Material U.S. Federal Income Tax Considerations, page 231
54. We note your disclosure in this section describes only the tax
consequences of redemption
of BRPM Class A common stock. Please revise your disclosure to discuss
the tax
consequences of the Business Combination as a whole and file an
opinion, as needed. In
this regard, we note that Section 9.4 of the Merger Agreement provides
that the parties
intended that the Business Combination be treated as a transaction
that qualifies as a
reorganization within the meaning of Section 368(a) of the
Internal Revenue
Code. Refer to Section III of Staff Legal Bulletin 19.
FaZe Clan Inc. Financial Statements
Consolidated Statement of Operations, page F-33
55. Please explain why the weighted average number of common shares used
to compute your
basic and diluted earnings per share for the year ended December 31,
2020 exceeds the
number of Class A shares outstanding at both December 31, 2019 and
2020. Please
advise or revise as appropriate.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition and Contract Balances, page F-39
56. We note your revenue recognition policy for Content which states
the amount of
revenue earned is reported to you monthly and is recognized upon
receipt of the report of
viewership activity. You further state Payment terms and conditions
vary by contract
type, but payments are generally due within 30 to 45 days after the
end of each month.
Please further clarify the contract types, if the contracts are with
customers, or who the
Daniel Shribman
B. Riley Principal 150 Merger Corp.
December 7, 2021
Page 12
parties are to these contracts.
57. In the Risk factors on page 69 you state In addition, we also
identified a material
weakness in regard to inappropriate reliance on service providers for
revenue recognition
due to lack of evaluation of related SOC 1 reports and/or controls at the
related service
organizations. Please explain the reports that are used and how you
determined the
appropriate transaction price for recording revenue. Refer to ASC
606-10-32.
58. We note that you recorded contract assets of $1.3M and $2.2M for years
ended December
31, 2020 and December 31, 2019, respectively. We also note your policy
that contract
assets generally consist of arrangements for which you have recognized
revenue to the
extent it is probable that significant reversal will not occur but do not
have a right to
invoice as of the reporting date. Please explain the terms of your
arrangements under
which you have recognized revenue but do not have right to invoice.
Loss Per Common Share, page F-43
59. Please revise the table disclosing your potentially dilutive securities
to include the
outstanding common stock warrants disclosed in the table on page F-54 of
your financial
statements or explain why you do not believe this is required.
You may contact Nasreen Mohammed at 202-551-3773 or Linda Cvrkel at
202-551-3813
if you have questions regarding comments on the financial statements and
related
matters. Please contact Taylor Beech at 202-551-4515 or Katherine Bagley at
202-551-2545
with any other questions.
Sincerely,
FirstName LastNameDaniel Shribman
Division of
Corporation Finance
Comapany NameB. Riley Principal 150 Merger Corp.
Office of Trade &
Services
December 7, 2021 Page 12
cc: Era Anagnosti, Esq.
FirstName LastName