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United States securities and exchange commission logo
March 31, 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. 1 to
Registration
Statement on Form S-4
Filed March 14,
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
February 1, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4, filed March 14,
2022
Q: What happens if a substantial number of the Public Stockholders vote
in favor . . ., page 17
1. We note your revised
disclosure in response to our prior comment 1. Please further revise
to disclose the
Post-Transaction Equity Value on a per share basis.
"Q: May our Sponsor and our officers and directors purchase Public
Shares . . .", page 24
2. We note your response
to comment 2, including that it is the company's belief that
limiting the scope of
Rule 14e-5 to purchases or arrangements to purchase made at a price
in excess of the
redemption price is consistent with the investor protection purposes of
Rule 14e-5 in the
context of SPAC redemptions. However, we are not persuaded by your
Daniel Shribman
FirstName LastNameDaniel Shribman
B. Riley Principal 150 Merger Corp.
Comapany
March NameB. Riley Principal 150 Merger Corp.
31, 2022
March2 31, 2022 Page 2
Page
FirstName LastName
response. Please refer to Tender Offer and Schedules CDI Question
166.01, which states,
among other conditions, that the staff will not object to purchases by
the SPAC sponsor or
its affiliates outside of the redemption offer when the SPAC sponsor
or its affiliates will
purchase the SPAC securities at a price no higher than the price
offered through the SPAC
redemption process. Please revise accordingly. In addition, please
address the items
discussed in the CDI, including the following: (1) disclose that any
SPAC securities
purchased by the SPAC sponsor or its affiliates would not be voted in
favor of approving
the business combination transaction; and (2) confirm that the SPAC
will disclose, prior to
the security holder meeting to approve the business combination
transaction, the items
listed in bullet point five of the CDI, and any incentives to buy
shares or vote for the
merger.
Background to the Business Combination, page 123
3. Please include in your background disclosure a discussion of the
negotiation of
Amendment No. 2 to the Merger Agreement, including accelerating the
Accelerated FaZe
Options.
4. We note your amended disclosure on page 131 that "[i]n connection with
the Term Loan,
on March 10, 2022, FaZe waived the Minimum Proceeds Condition under
the Merger
Agreement." Please amend your disclosure to provide additional detail
regarding any
negotiations related to this waiver, and to explain why FaZe waived
this condition.
Amend your risk factor disclosure, as appropriate, to highlight the
risks to the combined
company related to financing their operations with the Term Loan
rather than minimum
proceeds from BRPM. Please also discuss the risks related to the
conflicts of interest, if
any, arising from an affiliate of the Sponsor issuing the Term Loan to
FaZe.
Certain Projected Information, page 135
5. We note your disclosure on page 64 and throughout the filing that your
2021 actual results
differed from your 2021 FaZe Forecasts, that you expect your 2022
actual results to differ
from your 2022 FaZe Forecasts, that your actual results for 2023
through 2025 may also
differ from your 2023 through 2025 FaZe Forecasts, and that you lack
the visibility to
reasonably quantify the change to your expected 2022 results. Please
tell us whether
management expects the results for 2022 and future periods to differ
materially from the
projections, and describe what consideration the board gave to
obtaining updated
projections or a lack of reliance upon the projections. Further,
please amend your
disclosure in this section to discuss whether the changed
circumstances have altered the
board's consideration and decision to recommend the business
combination and explain
why the board is still recommending the transaction if results are
expected to materially
differ from these projections.
Business of New FaZe, page 194
6. Please amend your disclosure to provide the information required by
Item 101(h)(4)(xii)
Daniel Shribman
FirstName LastNameDaniel Shribman
B. Riley Principal 150 Merger Corp.
Comapany
March NameB. Riley Principal 150 Merger Corp.
31, 2022
March3 31, 2022 Page 3
Page
FirstName LastName
of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Key Performance Indicators, page 206
7. You disclose Total Reach of over 510 million as of February 28, 2022
throughout the
registration statement. In key performance indicators on page 207,
Total Reach presented
is 361 million and 324 million as of December 31, 2021 and December
31, 2020,
respectively. Please clearly disclose the components of the over 510
million Total Reach
and the reasons for 149 million, or 41%, increase during the two
months ended February
28, 2022.
8. On page 196 you state that you have over 510 million fans across all
platforms, on pages
23 and 195 you state that you have over 510 million total followers,
and on page 197 you
state that you have a social media reach of over 510 million. Please
clearly differentiate
between Total Reach, total followers, social media reach, and a fan
throughout the
filing. To provide investors more insight into your business, please
disclose how many of
the 510 million subscribers across the various social media channels
are considered active
and explain how you define active subscribers.
Results of Operations, page 214
9. You disclose content revenues increased due to $4.5 million received
through a five-
year exclusive license to a third party for certain content produced
by FaZe talent in 2021.
We also note on page F-29 that one content creator accounted for 22%
of your revenues.
Please disclose the terms of this arrangement, your performance
obligations and how you
recognize revenue for this material agreement in the current and
future periods and any
known trends.
10. We note that your content revenue earned on YouTube and Twitch
decreased by $0.5
million. However your key performance indicators show Aggregate
YouTube Subscribers
increased to 116 million as of December 31, 2021 from 115 million as
of December 31,
2020. Your ARPU increased to $0.45 for year ended 2021 from $0.32 for
year ended
2020. Please explain.
Revenue Recognition and Contract Balances, page F-31
11. We note your response to comment 14 that FaZe has separate revenue
contracts with
Google, in which FaZe's only performance obligation is to allow Google
to attach
advertisements to its content. Please revise to clearly identify if
the contracts with Google
are with FaZe or with the talent/creator's channel. We note that of
your 116 million
Aggregate YouTube Subscribers, only 8.8 million subscribers are on the
Company
programmed FaZe Clan YouTube Channel while the remaining are with the
creator's co-
branded channel. Please clarify who owns the content FaZe or the
content creator and
provide your basis for recording gross revenue from Google or other
social media
platforms on co-branded channels.
Daniel Shribman
B. Riley Principal 150 Merger Corp.
March 31, 2022
Page 4
12. We note your contract asset increased to $4.1 million as of December 31,
2021 from $1.3
million as of December 31, 2020. Please explain the increase in this
balance, the
conditions that are necessary to bill the customer and recognize this
amount as
receivables.
Exhibits
13. Please file the employment agreements with Lee Trink, Amit Bajaj, and
Kainoa Henry
referenced on page 249 and the Collaboration Agreement referenced on page
259 as
exhibits to the registration statement. Refer to Item 601(b)(iii) and
601(b)(10)(ii)(A) of
Regulation S-K, respectively.
14. We note your response to our prior comment 16 and your response to our
prior comments
12 and 42 in your January 6, 2022 letter. Given your agreement with the
creator
accounted for 22% of revenue in 2021, up from 16% in 2020, and your
agreement with
the global sponsor accounted for 12% of revenue in 2021, up from 10% in
2020, we do
not find your prior arguments persuasive. Please file the agreements as
exhibits to your
registration statement, or explain how you are not substantially
dependent on these
agreements. In addition, please file the five-year exclusive license for
certain content
created by the content creator and describe the agreement in your filing,
or tell us why you
are not required to do so. See Item 601(b)(10) of Regulation S-K.
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
March 31, 2022 Page 4
cc: Era Anagnosti, Esq.
FirstName LastName