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United States securities and exchange commission logo
June 9, 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. 4 to
Registration Statement on Form S-4
Filed May 26, 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.
Amendment No. 4 to Registration Statement on Form S-4 Filed May 26, 2022
Background to the Business Combination, page 124
1. Please discuss the
potential impact on the transaction related to the resignation of
Citigroup. For example,
if Citigroup would have played a role in the closing, please revise
to identify the party
who will be filling Citigroup's role.
Management's Discussion and Analysis of Financial Condition and Results
of Operations of
FaZe, page 208
2. We note your disclosure
on page 217 that the COVID-19 pandemic continues to impact
your supply chain
operations, causing delays in the production and transportation of your
product for your
consumer products business and you have seen an increase in inbound
transportation and
inbound freight costs. Please discuss whether supply chain disruptions
Daniel Shribman
FirstName LastNameDaniel Shribman
B. Riley Principal 150 Merger Corp.
Comapany
June 9, 2022NameB. Riley Principal 150 Merger Corp.
June 9,
Page 2 2022 Page 2
FirstName LastName
materially affect your outlook or business goals. Specify whether
these challenges have
materially impacted your results of operations or capital resources
and quantify, to the
extent possible, how your sales, profits, and/or liquidity have been
impacted. Discuss any
known trends or uncertainties resulting from mitigation efforts
undertaken, if any. Explain
whether any mitigation efforts introduce new material risks, including
those related to
product quality, reliability, or regulatory approval of products.
FaZe's Executive and Director Compensation, page 257
3. Please disclose the amount of any payments or expected payments to Mr.
Bajaj due to his
resignation.
FaZe Clan Inc.
Notes to the Consolidated Financial Statements as of and for the years ended
December 31, 2021
and 2020
2. Summary of Significant Accounting Policies
Revenue Recognition and Contract Balances, page F-74
4. We note your response to comment 4. Please provide a more detailed
analysis of the
nature of the performance obligations to your customers specifically
how much control
you have over the content, and how you provide access to the content.
Please explain
whether the customer has the right to access the content throughout
the license
period per the guidance in ASC 606-10-55-58A. Also, discuss how you
evaluated and
concluded the customer's access exists at only a point in time when
the license is granted
per paragraph ASC 606-10-55-58B.
5. We note that you have entered into contracts to license certain
content produced by your
talent for which you have recognized revenues of $4.5 million in 2021
and $2.4 million in
Q1 2022. It is unclear whether you had capitalized any of this content
on your balance
sheet as "content asset". Please explain the impact of the license
agreements to your
content asset balance and expand your policy to discuss the rationale
for the type of
content that you are capitalizing and the type of content that is not
capitalized. Tell us
how you considered the guidance in ASC 926-20.
General
6. Please tell us whether Citigroup or any of its affiliates was involved
in the preparation of
any disclosure that is included in the registration statement, or
material underlying
disclosure in the registration statement, including but not limited to
the disclosure
beginning on page 133 regarding the summary of the financial analyses
or the projected
financial information of FaZe beginning on page 136. If Citigroup or
any of its
affiliates was involved in preparing this disclosure, please revise
the risk factor on page 90
to describe their role in connection with the preparation of the
registration statement and
the valuation of FaZe and that they disclaim any liability in
connection with such
disclosure included in the registration statement.
Daniel Shribman
FirstName LastNameDaniel Shribman
B. Riley Principal 150 Merger Corp.
Comapany
June 9, 2022NameB. Riley Principal 150 Merger Corp.
June 9,
Page 3 2022 Page 3
FirstName LastName
7. Please disclose whether Citigroup or any of its affiliates assisted in
the preparation or
review of any materials reviewed by the BRPM board of directors or
management as part
of their services to FaZe and whether Citigroup or any of its
affiliates has withdrawn its
association with those materials and notified BRPM of such
disassociation. With respect
to the PIPE presentation referenced on page 128, as well as any other
materials reviewed
by PIPE investors, please also disclose the role of Citigroup and its
affiliates and discuss
whether Citigroup or any of its affiliates has withdrawn its
association with those
materials and notified BRPM and the PIPE Investors of such
disassociation.
8. Please disclose what consideration the board gave to the information
and discussions with
Citigroup in light of its subsequent resignation and refusal to be
associated with the
transaction.
9. Please provide us with any correspondence between Citigroup or any of
its affiliates
and FaZe relating to Citigroup's resignation other than the
Termination Letter, as well as
any correspondence relating to the PIPE Investment between BRPM,
potential PIPE
Investors and/or Citigroup or any of its affiliates. Please contact
the staff member
associated with the review of this filing to discuss how to submit the
materials to us for
our review.
10. Please provide us with the engagement letter between FaZe and
Citigroup, as well as any
other documentation associated with this transaction. Please disclose
any ongoing
obligations of the Company pursuant to the engagement letter and any
other
document that will survive the termination of the engagement, such as
indemnification
provisions, and discuss the impacts of those obligations on the
Company in the
registration statement.
11. Please provide us with a letter from Citigroup stating whether they
agree with the
statements made in your prospectus related to their resignation and,
if not, stating the
respects in which they do not agree. Please revise your disclosure
accordingly to reflect
that you have discussed the disclosure with Citigroup, and they either
agree or do not
agree with the conclusions and the risks associated with such outcome.
If
Citigroup does not respond, please revise your disclosure to indicate
you have asked and
not received a response and include disclosure about such fact and the
risks to investors,
including that there cannot be any inference drawn that Citigroup
agrees with the
disclosure in the prospectus and that investors should not put any
reliance on the fact that
Citigroup was involved with any aspect of the transaction.
Additionally, please indicate
that you will not speculate about the reasons Citigroup withdrew from
its role as financial
advisor and forfeited its fee after doing substantially all the work
to earn its fee.
12. Please revise your disclosure to highlight for investors that
Citigroup's withdrawal
indicates that it does not want to be associated with the disclosure
or underlying business
analysis related to the transaction. In addition, your disclosure
should caution investors
that they should not place any reliance on the fact that Citigroup has
been previously
involved with the transaction.
Daniel Shribman
B. Riley Principal 150 Merger Corp.
June 9, 2022
Page 4
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 Erin Jaskot at
202-551-3442 with any
other questions.
Sincerely,
FirstName LastNameDaniel Shribman
Division of
Corporation Finance
Comapany NameB. Riley Principal 150 Merger Corp.
Office of Trade &
Services
June 9, 2022 Page 4
cc: Era Anagnosti, Esq.
FirstName LastName