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United States securities and exchange commission logo
May 12, 2022
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.
Amendment No. 3 to
Registration Statement on Form S-4
Filed April 29,
2022
File No. 333-262047
Dear Mr. Shribman:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
31, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4 Filed April 29,
2022
Certain Projected Information, page 135
1. We note your revised
disclosure and response to our prior comment 5. Please further
revise your disclosure
to describe the "extensive due diligence undertaken by the
Company s management
and the board in analyzing the current status of the FaZe
business in comparison
to the FaZe Forecasts" referenced in your response letter. Please
also amend your
disclosure to provide additional detail about the board's valuation of
FaZe, including whether
and to what extent the changed circumstances have affected the
board's valuation of
FaZe, and whether there is a risk that the projections may have
resulted in inflated
valuation conclusions. In this regard, we note your disclosure in the
background of the
business combination that the FaZe Forecasts provided support for the
Daniel Shribman
B. Riley Principal 150 Merger Corp.
May 12, 2022
Page 2
pre-money equity valuation of FaZe.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Indicators, page 207
2. We note your revised disclosure in response to comment 7. Please clearly
quantify the
Total Reach of the channels that FaZe is contractually allowed to
directly monetize and
separately disclose the Total Reach of channels that FaZe is not allowed
to
monetize. Considering this contractual limitation, please further discuss
the usefulness of
the Total Reach metric.
3. We note your response to comment 8 and disclosure of Total Reach of over
510 million
fans throughout the filing. Please revise your definition of fan to
clearly state that a fan
does not necessarily represent one individual. It appears that one
individual could be
counted numerous times when s/he engages with FaZe on multiple social
media platforms
and with multiple content creators. For example, one individual could be
counted as a fan
five hundred times if that individual follows FaZe on YouTube, Instagram,
Facebook, Tik
Tok and Twitter and also follows each of your 100 content creators and
celebrities.
Results of Operations, page 216
4. We note your response to comment 9. You state that upon execution of the
contract you
recognized 100% of the contract amount of $4.5 million as revenue.
Considering the
contract is for a five-year exclusive license to the advertising
revenues, please explain to
us the basis for recognizing revenue and cite the specific authoritative
literature.
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
May 12, 2022 Page 2
cc: Era Anagnosti, Esq.
FirstName LastName