0001193125-22-207313 | S-1 | XBRL Viewer

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Cover Page	3 Months Ended
Cover Page	Mar. 31, 2022
Document Information [Line Items]
Entity Registrant Name	FaZe Holdings Inc.
Document Type	S-1
Amendment Flag	false
Entity Central Index Key	0001839360
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 14,580,000	$ 17,018,000	$ 4,431,000
Accounts receivable, net	7,032,000	6,266,000	2,167,000
Contract assets	2,556,000	4,118,000	1,348,000
Inventory		6,000	59,000
Content asset, net	787,000	474,000
Prepaid expenses and other assets	8,491,000	6,190,000	1,330,000
Total current assets	33,446,000	34,072,000	9,335,000
Restricted cash	600,000	600,000
Property, equipment and leasehold improvements, net	3,725,000	925,000	677,000
Intangible assets, net	789,000	738,000	437,000
Other long-term assets	745,000	733,000	75,000
Total assets	39,305,000	37,068,000	10,524,000
Current liabilities:
Accounts payable and accrued expenses	32,237,000	28,381,000	14,194,000
Short-term debt	13,188,000	3,148,000	2,910,000
Contract liabilities	4,569,000	7,902,000	1,111,000
Other current liabilities		7,000	77,000
Total current liabilities	49,994,000	39,438,000	18,292,000
Long-term debt, net of discounts	70,862,000	70,854,000	30,983,000
Total liabilities	120,856,000	110,292,000	49,275,000
Commitments
MEZZANINE EQUITY:
Series A preferred stock, $0.00001 par value, 3,545,529 shares authorized	33,705,000	33,705,000	33,705,000
Stockholders' deficit:
Common stock, $0.00001 par value; 31,900,878 shares authorized at March 31, 2022 and December 31, 2021, respectively; 8,540,558 and 8,461,706 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively.
Common stock, $0.00001 par value; 31,900,878 shares authorized at December 31, 2021 and 2020, respectively; 8,461,706 and 7,397,055 shares issued and outstanding at December 31, 2021 and 2020, respectively.
Additional paid-in capital	6,693,000	5,479,000	3,086,000
Accumulated deficit	(121,949,000)	(112,408,000)	(75,542,000)
Total stockholders' equity (deficit)	(115,256,000)	(106,929,000)	(72,456,000)
Total liabilities and stockholders' equity (deficit)	39,305,000	37,068,000	10,524,000
B. Riley Principal 150 Merger Corp.[Member]
Current assets:
Cash	85,204	43,324	25,000
Deferred Offering costs			80,000
Prepaid expenses	475,945	612,449
Total current assets	561,149	655,773	105,000
Investments held in Trust Account	172,532,601	172,516,200
Total assets	173,093,750	173,171,973	105,000
Current liabilities:
Accounts payable and accrued expenses	3,016,831	2,621,918	80,450
Due to related party	647,500	191,250	998
Total current liabilities	3,664,331	2,813,168	81,448
Warrant liability	5,336,775	8,599,233
Total liabilities	9,001,106	11,412,401	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	172,500,000
Stockholders' deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A Common stock, $0.0001 par value; 100,000,000 shares authorized; 520,000 shares issued and outstanding	52	52
Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding	431	431	431
Additional paid-in capital			24,569
Accumulated deficit	(8,407,839)	(10,740,911)	(1,448)
Total stockholders' equity (deficit)	(8,407,356)	(10,740,428)	23,552
Total liabilities and stockholders' equity (deficit)	$ 173,093,750	$ 173,171,973	$ 105,000

Condensed Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Preferred stock par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	3,545,529	3,545,529
Preferred stock, shares issued	3,237,800	3,237,800
Preferred stock, shares outstanding	3,237,800	3,237,800
Common stock par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	31,900,878	31,900,878
Common stock, shares issued	8,540,558	8,461,706
Common stock, shares outstanding	8,540,558	8,461,706
B. Riley Principal 150 Merger Corp.[Member]
Common stock subject to possible redemption, shares (in Dollars)	$ 172,500,000	$ 172,500,000
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
Class A Common Stock \| B. Riley Principal 150 Merger Corp.[Member]
Common stock subject to possible redemption, shares (in Dollars)	$ 17,250,000	$ 17,250,000
Redemption value, per share (in Dollars per share)	$ 10	$ 10
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	520,000
Common stock, shares outstanding	520,000	520,000
Class B Common Stock \| B. Riley Principal 150 Merger Corp.[Member]
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

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Loss from operations	$ (7,679,000)	$ (4,869,000)		$ (31,454,000)	$ (24,238,000)
Other income (expense):
Net income (loss)	(9,541,000)	(5,703,000)		(36,866,000)	(28,777,000)
Revenues	15,804,000	9,846,000		52,852,000	37,166,000
Cost of revenues	11,765,000	7,600,000		41,553,000	28,072,000
Gross profit	4,039,000	2,246,000		11,299,000	9,094,000
Operating expenses:
General and administrative	10,573,000	6,774,000		39,401,000	31,975,000
Sales and marketing	1,145,000	341,000		3,352,000	1,357,000
Interest expense, net	1,851,000	904,000		5,467,000	3,780,000
Other, net	11,000	(70,000)		(55,000)	759,000
Total other expense:	$ 1,862,000	$ 834,000		$ 5,412,000	$ 4,539,000
Basic and diluted weighted average shares outstanding (in Shares)	9,268,822	8,151,888		8,619,131	7,941,652
Basic and diluted net income (loss) per share (in Dollars per share)	$ (1.03)	$ (0.7)		$ (4.28)	$ (3.62)
B. Riley Principal 150 Merger Corp.[Member]
Operating costs	$ 945,787	$ 180,104	$ 1,448	$ 3,445,690
Loss from operations	(945,787)	(180,104)	(1,448)	(3,445,690)
Other income (expense):
Interest income	16,401	4,075		16,200
Warrant issue costs		(115,404)		(115,404)
Change in fair value of warrant liability	3,262,458	(296,167)		(3,322,267)
Total other income (expense)	3,278,859	(407,496)		(3,421,471)
Net income (loss)	$ 2,333,072	$ (587,600)	$ (1,448)	$ (6,867,161)
Operating expenses:
Basic and diluted weighted average shares outstanding (in Shares)				4,755,569
Basic and diluted net income (loss) per share (in Dollars per share)				$ (0.35)
Class A Common Stock \| B. Riley Principal 150 Merger Corp.[Member]
Operating expenses:
Basic and diluted weighted average shares outstanding (in Shares)	17,770,000	7,108,000
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.11	$ (0.05)		(0.35)
Class B Common Stock \| B. Riley Principal 150 Merger Corp.[Member]
Operating expenses:
Basic and diluted weighted average shares outstanding (in Shares)	4,312,500	4,312,500
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.11	$ (0.05)	$ 0	$ (0.35)

Condensed Statements of Changes in Stockholder's Deficit (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	B. Riley Principal 150 Merger Corp.[Member]	B. Riley Principal 150 Merger Corp.[Member] Additional Paid-in Capital	B. Riley Principal 150 Merger Corp.[Member] Accumulated Deficit	B. Riley Principal 150 Merger Corp.[Member] Class A Common Stock	B. Riley Principal 150 Merger Corp.[Member] Class B Common Stock
Balance at Dec. 31, 2019	$ (43,843,000)		$ 2,922,000	$ (46,765,000)
Balance (in Shares) at Dec. 31, 2019		7,197,055
Issuance of common stock warrants	20,000		20,000
Issuance of common stock	$ 144,000		144,000
Issuance of common stock (in Shares)	36,202	200,000
Net income (loss)	$ (28,777,000)			(28,777,000)
Balance at Dec. 31, 2020	(72,456,000)		3,086,000	(75,542,000)	$ 23,552	$ 24,569	$ (1,448)		$ 431
Balance (in Shares) at Dec. 31, 2020		7,397,055						0	4,312,500
Balance at Jun. 18, 2020					25,000	24,569			$ 431
Balance (in Shares) at Jun. 18, 2020								0	4,312,500
Net income (loss)					(1,448)		(1,448)
Balance at Dec. 31, 2020	(72,456,000)		3,086,000	(75,542,000)	23,552	24,569	(1,448)		$ 431
Balance (in Shares) at Dec. 31, 2020		7,397,055						0	4,312,500
Sale of 520,000 Private Placement Units on February 23, 2021					5,040,534	5,040,482		$ 52
Sale of 520,000 Private Placement Units on February 23, 2021 (in Shares)								520,000	0
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital and accumulated deficit					(8,888,285)	(5,065,051)	(3,823,234)
Net income (loss)	(5,703,000)			(5,703,000)	(587,600)		(587,600)
Balance at Mar. 31, 2021	(78,159,000)		3,086,000	(81,245,000)	(4,411,799)		(4,412,282)	$ 52	$ 431
Balance (in Shares) at Mar. 31, 2021		7,397,055						520,000	4,312,500
Balance at Dec. 31, 2020	(72,456,000)		3,086,000	(75,542,000)	23,552	24,569	(1,448)		$ 431
Balance (in Shares) at Dec. 31, 2020		7,397,055						0	4,312,500
Sale of 520,000 Private Placement Units on February 23, 2021					5,040,534	5,040,482		$ 52
Sale of 520,000 Private Placement Units on February 23, 2021 (in Shares)								520,000	0
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital and accumulated deficit					(8,937,353)	(5,065,051)	(3,872,302)
Stock based compensation expense	1,637,000		1,637,000
Issuance of common stock upon vesting of restricted stock awards
Issuance of common stock upon vesting of restricted stock awards (in Shares)		22,467
Exercise of stock option	36,000		36,000
Exercise of stock option (in Shares)		42,184
Issuance of common stock	720,000		720,000
Issuance of common stock (in Shares)		1,000,000
Net income (loss)	(36,866,000)			(36,866,000)	(6,867,161)		(6,867,161)	0
Balance at Dec. 31, 2021	(106,929,000)		5,479,000	(112,408,000)	(10,740,428)		(10,740,911)	$ 52	$ 431
Balance (in Shares) at Dec. 31, 2021		8,461,706						520,000	4,312,500
Stock based compensation expense	1,150,000		1,150,000
Issuance of common stock upon vesting of restricted stock awards
Issuance of common stock upon vesting of restricted stock awards (in Shares)		4,084
Exercise of stock option	64,000		64,000
Exercise of stock option (in Shares)		74,768
Net income (loss)	(9,541,000)			(9,541,000)	2,333,072		2,333,072
Balance at Mar. 31, 2022	$ (115,256,000)		$ 6,693,000	$ (121,949,000)	$ (8,407,356)		$ (8,407,839)	$ 52	$ 431
Balance (in Shares) at Mar. 31, 2022		8,540,558						520,000	4,312,500

Condensed Statements of Changes in Stockholder's Deficit (Unaudited) (Parentheticals) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2021
B Riley Principal 150 Merger Corp [Member]
Sale of private placement units	$ 520,000	$ 520,000

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net income (loss)	$ (9,541,000)	$ (5,703,000)		$ (36,866,000)	$ (28,777,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense	8,000	(19,000)		75,000	(54,000)
Additions to content asset	(313,000)	0		(474,000)
Depreciation & amortization expense	236,000	222,000		1,021,000	741,000
Stock-based compensation expense	1,150,000	0		1,637,000	20,000
Non-cash interest expense	1,851,000	904,000		5,467,000	3,105,000
Foreign exchange impact					796,000
Other	(37,000)	(74,000)		(73,000)
Changes in operation assets and liabilities:
Accounts receivable and contract assets	789,000	(2,581,000)		(4,174,000)	664,000
Inventory	6,000	40,000		53,000	163,000
Prepaid expenses and other assets	180,000	(1,456,000)		(481,000)	(163,000)
Contract assets				(2,770,000)	817,000
Increase in accounts payable and accrued expenses	(698,000)	(478,000)		4,685,000	4,942,000
Contract liabilities	(3,334,000)	1,273,000		6,790,000	854,000
Other current liabilities	(7,000)	(16,000)		(70,000)	36,000
Net cash provided by (used in) operating activities	(9,710,000)	(7,888,000)		(25,180,000)	(16,856,000)
Cash flows from investing activities:
Purchase of property, plant and equipment	(1,903,000)	(43,000)		(730,000)	(668,000)
Purchase of intangible assets	(164,000)	(45,000)		(840,000)	(123,000)
Issuance of note receivable				(135,000)
Net cash used in investing activities	(2,067,000)	(88,000)		(1,705,000)	(791,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of loan principal				(385,000)	(26,144,000)
Proceeds from issuance of term loan	10,000,000				1,123,000
Proceeds from issuance of convertible debt		10,000,000		40,675,000	35,350,000
Issuance of common stock in connection with exercise of stock options	64,000			36,000
Payment of deferred transaction costs	(725,000)
Payment of debt issuance costs		(96,000)		(254,000)	(250,000)
Cash flows from financing activities:
Net cash provided by financing activities	9,339,000	9,904,000		40,072,000	10,079,000
Increase in cash	(2,438,000)	1,928,000		13,187,000	(7,568,000)
Cash, beginning of year	17,618,000	4,431,000		4,431,000	11,999,000
Cash, end of period	15,180,000	6,359,000	$ 4,431,000	17,618,000	4,431,000
RECONCILIATION TO CONSOLIDATED BALANCE SHEETS
Cash	14,580,000	6,359,000	4,431,000	17,018,000	4,431,000
Restricted cash	600,000			600,000
Cash and restricted cash	15,180,000	6,359,000	4,431,000	17,618,000	4,431,000
SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES:
Cash paid for interest					1,041,000
SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock in connection with litigation settlement				720,000
Capitalization of deferred transaction costs included in accounts payable	2,406,000			4,899,000
Purchase of property, plant and equipment in accrued expenses	1,019,000
B. Riley Principal 150 Merger Corp.[Member]
Cash flows from operating activities:
Net income (loss)	2,333,072	(587,600)	(1,448)	(6,867,161)
Interest earned on investments held in Trust Account	(16,401)	(4,075)		(16,200)
Adjustments to reconcile net loss to net cash used in operating activities:
Warrant issue costs		115,404		115,404
Unrealized (gain) loss on change in fair value of warrant liability	(3,262,458)	296,167		3,322,267
Changes in operation assets and liabilities:
Decrease deferred offering costs		80,000
Decrease (increase) in prepaid expenses	136,504	(896,632)		(612,449)
Increase in accounts payable and accrued expenses	394,913	12,000	450	2,621,467
Increase (decrease) in due to related party	456,250	(998)	998	190,252
Net cash provided by (used in) operating activities	41,880	(985,734)		(1,246,420)
Cash flows from investing activities:
Proceeds deposited in Trust Account		(172,500,000)		(172,500,000)
Net cash used in investing activities		(172,500,000)		(172,500,000)
Cash flows from financing activities:
Proceeds from note payable – related party		40,000		40,000
Repayment of note payable – related party		(40,000)		(40,000)
Proceeds from issuance of Class B common stock			25,000
Proceeds from issuance of Class A common stock		172,500,000		172,500,000
Proceeds from issuance of private placement units		5,200,000		5,200,000
Payment of underwriting discounts		(3,450,000)		(3,450,000)
Payment of offering expenses		(436,189)		(485,256)
Net cash provided by financing activities		173,813,811	25,000	173,764,744
Increase in cash	41,880	328,077	25,000	18,324
Cash, beginning of year	43,324	25,000	0	25,000
Cash, end of period	85,204	353,077	$ 25,000	43,324	$ 25,000
Supplemental disclosures:
Interest paid
Taxes paid
Supplemental disclosure of noncash investing and financial activities:
Initial value of Class A ordinary shares subject to possible redemption		$ 172,500,000		172,500,000
Initial classification of warrant liability				$ 5,276,966

Organization and Nature of Business Operations	3 Months Ended	12 Months Ended
Organization and Nature of Business Operations	Mar. 31, 2022	Dec. 31, 2021
B Riley Principal 150 Merger Corp [Member]
Organization and Nature of Business Operations [Line Items]
ORGANIZATION AND NATURE OF BUSINESS OPERATIONS	NOTE 1 — ORGANIZATION AND NATURE OF 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 (an “Initial Business Combination”). As of March 31, 2022, 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 31 st 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 promissory note (the “Note”) payable to Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses of Public Offering. The Note 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 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 placed 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 are 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 sale of the Private Placement Units held outside the Trust Account, which was $85,204 and $43,324 on March 31, 2022 and December 31, 2021, respectively. 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 tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (the “Amended Charter”) 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 by February 23, 2023; or (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the Initial Business Combination by February 23, 2023 (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 sale of Private Placement Units 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 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. 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 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 Charter, if the Company is unable to complete the Initial Business Combination by February 23, 2023, 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 held by them if the Company fails to complete the Initial Business Combination by February 23, 2023. 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. 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 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 March 31, 2022, the Company had $85,204 in its operating bank account, $172,532,601 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 $3,053,182, which excludes Delaware franchise taxes payable of $50,000 (which is included in accounts payable and accrued expenses at March 31, 2022) 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 above 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 February 23, 2023, 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.	NOTE 1 — ORGANIZATION AND NATURE OF 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 (an “Initial Business Combination”). As of December 31, 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 31 st 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 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 $43,324 on December 31, 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, 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 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 December 31, 2021, the Company had $ 43,324 in its operating bank account, $172,516,200 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 $1,957,395, which excludes Delaware franchise taxes payable of $200,000 (which is included in accounts payable and accrued expenses at December 31, 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 above 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 February 23, 2023, 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

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 March 31, 2022, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Cash Flows and Condensed Consolidated Statements of Stockholders’ Deficit for the three months ended March 31, 2022 and 2021 are unaudited.

The financial data and other information contained in the notes thereto as of and for the three months ended March 31, 2022 and 2021 are also unaudited. The Condensed Consolidated Balance Sheet as of December 31, 2021 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 March 31, 2022, the results of its operations for the three months ended March 31, 2022 and 2021, and its cash flows for the three months ended March 31, 2022 and 2021. 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, 2021 and 2020, and the notes thereto.

The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ended December 31, 2022, 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, 2021 and 2020.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern. However, we believe that even after taking 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 Condensed 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

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 condensed 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.

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.

Content Asset, net

The Company produces programming content which it plans to broadcast on online video and streaming platforms. Costs of produced content currently consist of development and production costs. These costs are capitalized as “Content Asset, net” on the condensed consolidated balance sheet. As of the three months ended March 31, 2022, all produced content is in production and is not completed. Amortization of the content asset has not begun and will begin once the content airs. The Company does not own any purchased or licensed programming content.

The Company will amortize the content asset based on the proportion of revenue recognized from the content asset in the current period to the total forecasted lifetime revenue for the content asset. The Company’s revenue forecast for the content asset will be based on estimated sponsorship revenues. Judgment is required in determining the revenue model and associated amortization, and the Company will review factors that impact the revenue and amortization on an ongoing basis.

The Company has not aired its content asset and has not recognized any associated revenue or amortization costs for the three months ended March 31, 2022. The Company estimates that most of the revenue and amortization expense will be recognized within the next twelve-month operating cycle.

Exploitation costs such as marketing, advertising, publicity, promotion, and other distribution expenses directly connected with the distribution of the content asset are expensed as incurred.

At the specific title level, the Company tests the content asset for impairment when events or circumstances indicate that its fair value may be less than its unamortized cost. Each title is predominantly monetized on its own. If the carrying value of a content asset exceeds its estimated fair value, an impairment charge will be recorded in the amount of the difference. No impairment was recognized for the three months ended March 31, 2022. There were no content assets as of March 31, 2021.

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 condensed 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.

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 three months ended March 31, 2022 and 2021, 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 March 31, 2022 and December 31, 2021 represent the Company’s accounting for the timing difference between when funds are received and when the performance obligation is satisfied. Revenue recognized for the three months ended March 31, 2022 relating to the contract liability balances as of January 1, 2022 was $3.0 million.

The following table disaggregates the Company’s revenue by major type for the three months ended March 31, 2022 and 2021:


	(in thousands) Three Months Ended March 31,
	2022		2021
Brand sponsorships	$	8,060	$	5,274
Content		4,681		3,274
Consumer products		403		559
Esports		2,426		717
Other		234		22

Total revenue	$	15,804	$	9,846

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

The Company generates and produces original content which we monetize through Google’s AdSense service. Revenue is variable and is earned when the visitor views or “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.

The Company grants exclusive licenses to customers for certain content produced by FaZe talent. The Company grants the customer a license to the intellectual property, which is the content and its use in generating advertising revenues, for a

pre-determined

period, for an amount paid by the customer upon execution of the contract. The Company’s only performance obligation is to license the content for use in generating advertising revenues, and recognizes the full contract amount at the point at which the Company provides the customer the right to use the content, which is at the execution of the contract. The Company has no further performance obligations under these types of contract and does not anticipate generating any additional revenue from these arrangements apart from the contract amount.

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 principal. 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. The Company contracts directly with Google on its Company operated channels, and the talent contracts directly with Google on their own channels. As part of the Company’s contracts with its talent, the Company agrees to serve as the Talent’s exclusive management company as it relates to any and all type of work the talent may perform, including content creation and advertising revenue generated from the content. While the talent owns the content they create while they are under contract with FaZe, the talent grants FaZe an exclusive perpetual license to the content, and FaZe grants limited usage rights of that content back to the talent, conditional upon them complying with their contract. Furthermore, all income earned from services provided by the talent related to gaming, Esports, content creation, or the business of FaZe, which includes revenue from advertising via talent content, is subject to the talent agreement and is payable to the Company. In addition, the Company’s contracts with its talent specify rules and restrictions on the content the talent can create and post. As such, through its contracts with talent, the Company is the principal because the Company is the entity exercising primary control over the content generated in the YouTube channels being monetized.

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 offers customer returns and discounts through a third party distributor and accounts for this as a reduction to revenue. The Company does not offer 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 evaluated 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 March 31, 2022, 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 March 31, 2022 were not material.

Convertible Debt

The Company evaluates embedded conversion features within convertible debt under ASC 815,

Derivatives and Hedging

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 three months ended March 31, 2022 and 2021. 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 three months ended March 31, 2022 and 2021. 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):


	Three Months Ended March 31,
	2022		2021
Warrants	$	292,790	$	292,790
Stock options		8,508,474		5,340,000
Unvested restricted stock awards		736,201		—
Convertible preferred stock		3,237,800		3,237,800

Total potentially dilutive common stock equivalents	$	12,775,265	$	8,870,590

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 March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021, the Company did not have material revenue earned or assets located outside of the United States.

Recently Adopted Accounting Pronouncements

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 amends 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 adopted the standard with an effective date of January 1, 2022 using the modified retrospective approach. The adoption of this ASU did not have a material impact on the condensed consolidated financial statements.

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 adopted the standard with an effective date of January 1, 2022. The adoption of this ASU did not have a material impact on the condensed consolidated financial statements.

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 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.

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. 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 14, “

Going Concern

” of the Notes to Consolidated Financial Statements for additional information.

Emerging Growth Company

non-emerging

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, content asset amortization policy, 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 three customers that collectively represented 49% of accounts receivable as of December 31, 2021, and two customer that represented 45% of accounts receivable as of December 31, 2020.

The Company had revenues from one customer that represented 12% of revenues for the year ended December 31, 2021, and one customer that represented 10% of revenues for the year ended December 31, 2020.

For the years ended December 31, 2021 and 2020, one and one vendor accounted for 17% and 20% of the Company’s total purchases, respectively. The Company had outstanding payables to two vendors that

represented 30% of accounts payable as of December 31, 2021, and one vendor that represented 23% of accounts payable as of December 31, 2020.

The Company had one independent contractor that generated 22% and 16% of our total revenues for the years ended December 31, 2021 and 2020, respectively.

COVID-19

The continuing spread of

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.

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, 2021 and 2020.

Restricted cash

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

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, 2021 and 2020, the Company had recorded an allowance for doubtful accounts of $0.4 million and $0.4 million, 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, 2021 and 2020, the Company did not record a 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, 2021 and 2020.

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, 2021 and 2020.

Content Asset, net

The Company produces programming content which it plans to broadcast on online video and streaming platforms. Costs of produced content currently consist of development and production costs. These costs are capitalized as “Content Asset, net” on the consolidated balance sheet. As of the year ended December 31, 2021, all produced content is in production and is not completed. Amortization of the content asset has not begun and will begin once the content airs. The Company does not own any purchased or licensed programming content.

The Company has not aired its content asset and has not recognized any associated revenue or amortization costs for the year ended December 31, 2021. The Company estimates that most of the revenue and amortization expense will be recognized within the next twelve-month operating cycle.

Exploitation costs such as marketing, advertising, publicity, promotion, and other distribution expenses directly connected with the distribution of the content asset are expensed as incurred.

At the specific title level, the Company tests the content asset for impairment when events or circumstances indicate that its fair value may be less than its unamortized cost. Each title is predominantly monetized on its own. If the carrying value of a content asset exceeds its estimated fair value, an impairment charge will be recorded in the amount of the difference. No impairment was recognized for the year ended December 31, 2021. There were no content assets as of December 31, 2020.

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, 2021 and 2020, we recorded net foreign currency transaction losses of de minimis and $0.8 million, respectively.

Revenue Recognition and Contract Balances

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, 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 December 31, 2021 and 2020 represent 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, 2021 relating to the contract liability balances as of January 1, 2021 was $1.1 million.

The following table disaggregates the Company’s revenue by major type for the years ended December 31, 2021 and 2020:


	(in thousands) Years Ended December 31,
	2021		2020
Brand sponsorships	$	24,867	$	16,520
Content		16,068		12,077
Consumer products		5,751		5,560
Esports		5,847		2,860
Other		319		149

Total revenue	$	52,852	$	37,166

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

In 2021, the Company granted an exclusive license to a customer for certain content produced by FaZe talent. The Company granted the customer a license to the intellectual property, which is the content and its use in generating advertising revenues, for a five-year period for $4.5 million paid by the customer upon execution of the contract. The Company’s only performance obligation is to license the content for use in generating advertising revenues, and recognizes the full contract amount at the point at which the Company provides the customer the right to use the content, which is at the execution of the contract. The Company has no further performance obligations under these types of contract and does not anticipate generating any additional revenue from these arrangements apart from the contract amount.

Principal Versus Agent Considerations

the content. While the talent owns the content they create while they are under contract with FaZe, the talent grants FaZe an exclusive perpetual license to the content, and FaZe grants limited usage rights of that content back to the talent, conditional upon them complying with their contract. Furthermore, all income earned from services provided by the talent related to gaming, Esports, content creation or the business of FaZe, which includes revenue from advertising via talent content, is subject to the talent agreement and is payable to the Company. In addition, the Company’s contracts with its talent specify rules and restrictions on the content the talent can create and post. As such, through its contracts with talent, the Company is the principal because the Company is the entity exercising primary control over the content generated in the YouTube channels being monetized.

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

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:

Licensing of Intellectual Property:

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, 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 December 31, 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.

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 are de minimis and $65,416 in the years ended December 31, 2021 and 2020, respectively.

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.

per-share

price of issuances of the Company’s preferred stock, which the Company sold to outside investors in

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.

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

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 outstanding in which common shares are issuable for little to no consideration for the years ended December 31, 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 a net loss for the years ended December 31, 2021 and 2020. 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):


	Years Ended December 31,
	2021		2020
Warrants	$	292,700	$	292,700
Stock options		8,576,098		5,340,000
Unvested restricted stock awards		602,647		—
Convertible preferred stock		3,237,800		3,237,800

Total potentially dilutive common stock equivalents	$	12,709,245	$	8,870,500

Segment Reporting

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

Revisions to Previously Issued Financial Statements

During the preparation of the audited consolidated financial statements for the year ended December 31, 2021, the Company identified a misapplication of the accounting guidance related to accounting for customer returns and discounts. For the year ended December 31, 2020, the Company recorded $0.8 million in customer discounts and $0.2 million in customer returns. The Company had accounted for these as Cost of revenues, as opposed to as a reduction to revenue.

The Company assessed the materiality of this error on prior period financial statements in accordance with the SEC Staff Accounting Bulletin Number 99, Materiality, and

ASC 250-10,

Accounting Changes and Error Corrections. As this is a reclassification between Revenue and Cost of revenues, gross margin and net income are not impacted. The error did not have any effect on the Company’s previously reported consolidated balance sheets, statements of cash flows, and statements of shareholder’s deficit. The Company determined that this error was not material to the financial statements for the year ended December 31, 2020. The Company elected to correct this immaterial error as a revision to previously issued financial statements and has revised the 2020 financial statements presented herein.

The following tables set forth the effects of the revisions on the affected line items within the consolidated statement of operations for the year ended December 31, 2020:


	Year Ended December 31, 2020
	As previously reported		Revision adjustments			As revised
	(in thousands)
Revenues	$	38,211	$	(1,045	)	$	37,166
Cost of revenues		29,117		(1,045	)		28,072

Gross profit	$	9,094	$	—		$	9,094

The following tables set forth the effects of the revisions on the affected line items within Note 2

Summary of Significant Accounting Policies

, section

Revenue Recognition and Contract Balances

for the financial statements for the year ended December 31, 2020:


	Year Ended December 31, 2020
	As previously reported		Revision adjustments			As revised
	(in thousands)
Brand Sponsorships	$	16,520	$	—		$	16,520
Content		12,077		—			12,077
Consumer Products		6,605		(1,045	)		5,560
Esports		2,860		—			2,860
Other		149		—			149

Total Revenue	$	38,211	$	(1,045	)		37,166

Accounting Pronouncements Recently Adopted

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.

In March 2019, the FASB issued

ASU 2019-02,

Improvements to Accounting for Costs of Films and License Agreements for Program Materials

, which generally aligns the accounting for episodic television series with that of films. In addition,

ASU 2019-02

modifies certain aspects of the capitalization, impairment, presentation and disclosure requirements for film and television content accounting. The Company adopted the standard effective January 1, 2021. There was no material impact upon adoption to the consolidated statements of operations.

Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued

ASU 2016-02,

Leases

(Topic

842)

, which requires lessees to recognize a

right-of-use

ASU 2016-02,

In September 2016, the FASB issued

ASU 2016-13,

Financial Instruments

—

Credit Losses (Topic

326): Measurement of Credit Losses on Financial Instruments

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

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.

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.

B. Riley Principal 150 Merger Corp.[Member]

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 conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 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

Form 10-K

filed with the SEC on March 7, 2022.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, 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 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(s) 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.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires 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 statement. Estimates are used when accounting for certain items such as valuation of investments held in Trust Account, derivative and warrant liabilities, and accounting for income tax valuation allowances. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

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 March 31, 2022 and December 31, 2021.

Investments Held in Trust Account

As of March 31, 2022 and December 31, 2021, the Company had $172,532,601 and $172,516,200, respectively, in investments held in the Trust Account. The assets held in the Trust Account were held in a mutual fund that invests in U.S. Treasury securities.

Class A Common Stock Subject to Possible Redemption

All of the 17,250,000 shares of Class A common stock sold as part of the Public 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 and in connection with certain amendments to the Company’s Amended Charter. In accordance with the Securities and Exchange Commission (“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 shares of common stock subject to redemption to be classified outside of permanent equity. Therefore, all of the shares of Class A common stock sold in the Public Offering has been classified outside of permanent equity.

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.

As of March 31, 2022 and December 31, 2021, the shares of Class A common stock reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	172,500,000
Less:
Proceeds allocated to Public Warrants		(5,117,500	)
Issuance costs allocated to Class A common stock		(3,819,853	)
Plus:
Remeasurement of carrying value to redemption value		8,937,353

Class A common stock subject to possible redemption	$	172,500,000

The remeasurement adjustment in the table above of $8,937,353 to adjust Class A common stock subject to possible redemption is comprised of $8,888,285 recorded in the three months ended March 31, 2021 and a $49,068 adjustment recorded in the three months ended June 30, 2021.

Warrant Liability

The Company accounts for warrants to purchase 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 in accordance with subtopic ASC

815-40-15,

“Derivatives and Hedging — Contract’s in Entity’s Own Equity”. The warrants are

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 Warrants. At that time, the portion of the liability related to the Warrants will be reclassified to additional

paid-in

capital. At March 31, 2022 and December 31, 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).

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 difference 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.

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 March 31, 2022 and December 31, 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.

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 March 31, 2022 and December 31, 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 March 31, 2022 and December 31, 2021. The Company is subject to income tax examinations by major taxing authorities since inception.

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 Class A common stock at $11.50 per share were issued on February 23, 2021 in connection with the IPO. As of March 31, 2022, no Warrants have been exercised. The 5,923,333 potential shares of Class A common shares for outstanding Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three months ended March 31, 2022 because the Warrants are contingently exercisable, and the contingencies have not yet been met. Basic and diluted earnings per share for the three months ended March 31, 2021 gives effect retroactively to the redeemable Class B shares that were outstanding as a result of the Initial Public Offering. 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 March 31,
	2022				2021
	Class A		Class B		Class A			Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income (loss)	$	1,877,445	$	455,627	$	(365,716	)	$	(221,884	)

Denominator:
Weighted average shares outstanding		17,770,000		4,312,500		7,108,000			4,312,500

Basic and diluted net income (loss) per share	$	0.11	$	0.11	$	(0.05	)	$	(0.05	)

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.

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.

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.

See Note 4 for additional information on assets and liabilities measured at fair value.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

(“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) (“ASU 2020-06”)

to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates

the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends

the diluted earnings per share guidance, including the requirement to use the

if-converted method

for all convertible instruments.

ASU 2020-06 is

effective January 1, 2022 and was adopted by the Company on January 1, 2022 and the impact of adopting this ASU is immaterial to the 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”).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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 financial statement(s) 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.

Use of Estimates

The preparation of the financial statement in conformity with GAAP requires 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 statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Cash Held in Trust Account

As of December 31, 2021, the Company had $172,516,200 in investments held in the Trust Account. The assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.

Class A Common Stock Subject to Possible Redemption

All of the 17,250,000 shares of 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 and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”)

480-10-S99,

As of December 31, 2021, the shares of Class A common stock reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	172,500,000
Less:
Proceeds allocated to Public Warrants		(5,117,500	)
Issuance costs allocated to Class A common stock		(3,819,853	)
Plus:
Accretion of carrying value to redemption value		8,937,353

Class A common stock subject to possible redemption	$	172,500,000

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.

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.

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.

At December 31, 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).

Income Taxes

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.

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 December 31, 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 December 31, 2021. The Company is subject to income tax examinations by major taxing authorities since inception.

Net 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 and exercise of overallotment on February 23, 2021. At December 31 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 year ended December 31, 2021 because the Warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net 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 loss per share for each class of common stock:


	Year Ended December 31, 2021
Redeemable common stock
Net loss attributable to redeemable common stock	$	(5,188,428	)

Basic and diluted weighted average shares of redeemable common stock		14,697,945

Basic and diluted net loss per share of redeemable common stock	$	(0.35	)

Non-redeemable common stock
Net loss attributable to redeemable common stock	$	(1,678,733	)

Basic and diluted weighted average shares of redeemable common stock		4,755,569

Basic and diluted net loss per share of redeemable common stock	$	(0.35	)

For the period from June 19, 2020, (Inception) through December 31, 2020, there were no shares of redeemable common stock outstanding or other common stock equivalents outstanding. Basic and diluted earnings per share for the period from June 19, 2020, (Inception) through December 31, 2020 was $0.00 based on 4,312,500 shares outstanding which gives effect retroactively to the redeemable Class B shares that were outstanding as a result of the Initial Public Offering.

Concentration of Credit Risk

Fair Value of Financial Instruments

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.


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

See Note 4 for additional information on assets and liabilities measure at fair value.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

(“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) (“ASU 2020-06”)

to simplify accounting for certain financial instruments.

ASU 2020-06

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends

the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments.

ASU 2020-06

is effective January 1, 2022 and was adopted by the Company on January 1, 2022 and the impact of adopting this ASU is immaterial to the financial statements.

Related Party Transactions	3 Months Ended	12 Months Ended
Related Party Transactions	Mar. 31, 2022	Dec. 31, 2021
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 $0.6 million and $0.5 million in receivables as of March 31, 2022 and December 31, 2021, respectively, related to the anticipated repayment of these fees. In April 2021, the Company issued a loan to one of FaZe’s founders. The Company recorded $0.1 million and $0.1 million in receivables for this loan as of March 31, 2022 and December 31, 2021, respectively. Retainer Consulting Arrangements During the three months ended March 31, 2022 and 2021, the Company had retainer consulting arrangements with co-founders Nordan Shat, Thomas Oliveira, Richard Bengtson, and Sabastian Diamond. The Company recorded approximately $0.2 million and $0.2 million in expenses related to these arrangements for the three months ended March 31, 2022 and 2021, respectively. These expenses are presented within general and administrative expense within the condensed consolidated statement of operations.	13. 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 $0.5 million and $0.7 million in receivables as of December 31, 2021 and 2020, respectively, related to the anticipated collection of these loans. 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 December 31, 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 year ended December 31, 2021. The Company recorded $0.5 million in loan payables to related parties as of December 31, 2020. Retainer Consulting Arrangements During the years ended December 31, 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 $0.7 million and $0.9 million in expenses related to these arrangements for the years ended December 31, 2021 and 2020, respectively. These expenses are presented within general and administrative expense within the consolidated statement of operations.
B. Riley Principal 150 Merger Corp.[Member]
Related Party Transactions [Line Items]
RELATED PARTY TRANSACTIONS	NOTE 3 — 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 Sponsor, 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 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 23, 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. At March 31, 2022 and December 31, 2021, amounts due to related party includes $52,400 and $41,150, respectively, for administrative fees payable to the Sponsor. Note Payable — Related Party The Company had a Note 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 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’s balance was $40,000. The Note was paid in full using proceeds from the Public Offering and the Private Placement on March 1, 2021. B. Riley Loan to FaZe On March 10, 2022, the B. Riley Lender, an affiliate of the Sponsor, entered into a Bridge Loan Agreement with FaZe pursuant to which the B. Riley Lender agreed (i) to issue the Initial Term Loan in the amount of $10 million and (ii) upon receipt of a borrowing notice from FaZe, to issue the Final Term Loan in the amount of $10 million. In connection with the Term Loan, on March 10, 2022, FaZe waived the Minimum Proceeds Condition under the Merger Agreement. The Term Loan is evidenced by a term promissory note and accrues interest at a rate of 7% per year, compounded quarterly. The Term Loan is secured by all assets of FaZe, other than the Excluded Collateral (as defined in the Pledge and Security Agreement), subject to Intercreditor Agreements entered into between the B. Riley Lender and FaZe’s senior lienholders, CPH and Cox. The Term Loan will be repaid in full in cash on the Closing Date. In the event the Merger Agreement is terminated without completion of the Business Combination, the Term Loan will become a secured convertible promissory note of FaZe, on substantially the same terms as the existing senior secured convertible promissory notes of Faze, in an aggregate principal amount equal to the outstanding principal balance, including capitalized interest, of the Term Loan and the unpaid accrued interest on the Term Loan as of such date. As of March 10, 2022, an aggregate principal amount of $10 million was outstanding under the Term Loan. Due to Related Party Amounts owed to Sponsor for advances of operating expenses were $647,500 and $191,250 at March 31, 2022 and December 31, 2021, respectively. The advances as of March 31, 2022 include cash advances of $445,000 for working capital purposes and also includes administrative fees of $11,250. Any amounts payable to our Sponsor or in the event there may be a future working capital loan from our Sponsor these amounts would be repaid from funds held outside the Trust Account or from funds released to the Company upon completion of the Initial Business Combination. Up to $1,500,000 of such working capital loans, in the event there are any outstanding amounts at the time of the completion of the Initial Business Combination, may be convertible into private placement-equivalent units at a price of $10.00 per unit at the option of the lender. None of our Sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds for working capital loans.	NOTE 3 — 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 Sponsor, 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. At December 31, 2021, amounts due to related party includes $41,150 for administrative fees payable to the Sponsor. 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. Due to Related Party Amounts owed to Sponsor for advances of operating expenses were $191,250 and $998 at December 31, 2021 and 2020, respectively. The advances in 2021 also include administrative fees of $41,150. The Company also paid B. Riley Securities, Inc. $43,495 of offering costs for expense incurred in connection with the Public Offering on February 23, 2021.

Recurring Fair Value Measurements

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

B. Riley Principal 150 Merger Corp.[Member]

Recurring Fair Value Measurements [Line Items]

RECURRING FAIR VALUE MEASUREMENTS

NOTE 4 — RECURRING FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.


	March 31, 2022		Quoted Prices In Active Markets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account (1)	$	172,532,601	$	172,532,601	$	—	$	—

		172,532,601		172,532,601		—		—

Liabilities:
Public Warrants	$	5,175,575	$	5,175,575	$	—	$	—
Private Placement Warrants		161,200		—		—		161,200

Warrant Liability	$	5,336,775	$	5,175,575	$	—	$	161,200


	December 31, 2021		Quoted Prices In Active Markets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account (1)	$	172,516,200	$	172,516,200	$	—	$	—

		172,516,200		172,516,200		—		—

Liabilities:
Public Warrants	$	8,337,500	$	8,337,500	$	—	$	—
Private Placement Warrants		261,733		—		—		261,733

Warrant Liability	$	8,599,233	$	8,337,500	$	—	$	261,733

(1)	The fair value of the investments held in the Trust Account approximates the carrying amounts primarily due to the short-term nature.

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The change in Level 3 measurements of $(100,533) was attributable to the decrease in the fair value of the Private Placement Warrants.

Warrant Liability

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.

The Company values the public Warrants at the closing trading price at the end of the reporting period. A Modified Black-Scholes model is used to value the Private Placement Warrants at each reporting period. The changes in fair value of Warrants is recognized as part of other income (expense) in the statement of operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury

zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The key inputs into the Black-Scholes Model in determining the fair value of the Private Placement Warrants were as follows at March 31, 2022 and December 31, 2021:


Input	March 31, 2022			December 31, 2021
Risk-free interest rate		2.40	%		1.30	%
Expected term (years)		5.30			5.50
Expected volatility		11.3	%		18.5	%
Exercise price	$	11.50		$	11.50
Dividend yield		0.0	%		0.0	%

The change in Level 3 measurements during the three months ended March 31, 2022 is as follows:


Private warrant liability at January 1, 2022	$	261,733
Change in fair value of private warrant liability		(100,533	)

Private warrant liability at March 31, 2022	$	161,200

NOTE 4 — RECURRING FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.


	December 31, 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	$	172,516,200	$	172,516,200	$	—	$	—

		172,516,200		172,516,200		—		—

Liabilities:
Public Warrants	$	8,337,500	$	8,337,500	$	—	$	—
Private Placement Warrants		261,733		—		—		261,733

Warrant Liability	$	8,599,233	$	8,337,500	$	—	$	261,733

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of December 31, 2021 after the Public Warrants were separately listed and traded.

Warrants

The Warrants are accounted for as liabilities in accordance with

ASC 815-40

The Company utilized a Monte Carlo simulation model to value the Public Warrants on the initial measurement date. A Modified Black-Scholes model is used to value the Private Placement Warrants at each reporting period. The changes in fair value of warants is recognized as part of other income (expense) in the statement of operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury

zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

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


Inputs	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

At December 31, 2021, the key inputs into the Black-Scholes Model were as follows in determining the fair value of the private warrants:


Inputs	December 31, 2021
Risk-free interest rate		1.30	%
Expected term (years)		5.5
Expected volatility		18.5	%
Exercise price	$	11.50
Dividend yield		—

The change in the fair value of the level 3 warrant liabilities for the year ended December 31, 2021 is summarized as follows:


Warrant liability at January 1, 2021	$	—
Initial warrant liability at February 23,2021		5,276,966
Transfer of public warrants to Level 1		(5,117,500	)
Change in fair value of warrant liability		102,267

Warrant liability at December 31,2021	$	261,733

- Definition

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

Commitments

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Commitments [Line Items]

COMMITMENTS

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 three months ended March 31, 2022 and 2021 was $0.5 million and $0.3 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 March 31, 2022, are as follows:


	(in thousands)
Years ending December 31,
2022 (remainder)	$	2,123
2023		2,895
2024		1,977
2025		5
Thereafter		3

Total minimum lease payment	$	7,003

9. 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, 2021 and 2020 was $1.4 million and $1.5 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, which include non-cancelable operating leases at December 31, 2021, are as follows:


	(in thousands)
Years ending December 31,
2022	$	2,834
2023		2,895
2024		1,977
2025		5
2026		3

Total minimum lease payment	$	7,714

B. Riley Principal 150 Merger Corp.[Member]

Commitments [Line Items]

COMMITMENTS

NOTE 5 — COMMITMENTS

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 5 — COMMITMENTS

Registration Rights

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.

Warrants

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

B Riley Principal 150 Merger Corp [Member]

WARRANTS

NOTE 6 — 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 SEC 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 60

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 by February 23, 2023.

As more fully described in Note 2, the Company accounts for the warrants for shares of the Company’s common stock as a liability since they are not indexed to the Company’s stock.

NOTE 6 — 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 60

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.

non-redeemable

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

•

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.

24-month

time period.

Stockholders' Equity	3 Months Ended	12 Months Ended
Stockholders' Equity	Mar. 31, 2022	Dec. 31, 2021
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 March 31, 2022 and December 31, 2021, 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 On July 6, 2021, the Company amended its Certificate of Incorporation such that the Company is authorized to issue 31,900,878 shares of common stock with a par value of $0.00001 per share. As of March 31, 2022 and December 31, 2021, 8,540,558 shares and 8,461,706 shares were issued and outstanding, respectively.	7. EQUITY Preferred Stock The Company authorized 3,545,529 shares of Series A preferred stock with $0.00001 par value. As of December 31, 2021 and 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 On July 6, 2021, the Company amended its Certificate of Incorporation such that the Company is authorized to issue 31,900,878 shares of common stock with a par value of $0.0001 per share. In 2021, the Company issued 1,064,651 shares of common stock, which includes 1,000,000 shares issued to Richard G. Bengtson II to settle litigation claims as further described in Note 11, Litigation . In 2020, the Company issued 200,000 shares of common stock as interest payment to Bridging for $0.1 million, reflected in Interest expense, net for the year ended December 31, 2020. As of December 31, 2021 and 2020, 8,461,706 and 7,397,055 shares were issued and outstanding, respectively.
B Riley Principal 150 Merger Corp [Member]
Stockholders' Equity [Line Items]
STOCKHOLDERS' EQUITY	NOTE 7 — STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company includes up to 100,000,000 shares of Class A common stock with a par value of $0.0001 per share and 10,000,000 shares of Class B common stock with a par value of $0.0001. 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 March 31, 2022 and December 31, 2021, there were 17,770,000 shares of Class A common stock issued and outstanding. Of the 17,770,000 shares of Class A common stock, 17,250,000 shares of Class A common stock issued in the Public Offering are classified as temporary equity at March 31, 2022 and December 31, 2021 since they are subject to possible redemption as more fully described in Notes 1 and 2. The remaining 520,000 shares of Class A common stock and 4,312,500 shares of Class B common stock issued and outstanding at March 31, 2022 and December 31, 2021 are classified as permanent equity since 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 as more fully described in Note 1. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value of $0.0001 per share, 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 March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.	NOTE 8 — 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. At December 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

- Definition

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.

+ References

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+ Details

Proposed Business Combination	3 Months Ended	12 Months Ended
Proposed Business Combination	Mar. 31, 2022	Dec. 31, 2021
B. Riley Principal 150 Merger Corp.[Member]
Business Acquisition [Line Items]
PROPOSED BUSINESS COMBINATION	NOTE 8 — PROPOSED BUSINESS COMBINATION On October 24, 2021, the Company, entered into an Agreement and Plan of Merger (as amended on December 29, 2021 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 related to or affiliated with existing FaZe stockholders) for an aggregate investment $118,000,000 (the “PIPE Investment”). The closing of the PIPE Investment is conditioned upon, among other things, (i) the satisfaction or waiver of all conditions precedent to the Business Combination and the substantially concurrent consummation of the Business Combination, (ii) the accuracy of all representations and warranties of the Company and the PIPE Investors in the subscription agreements, subject to certain bring-down standards, and (iii) the satisfaction of all covenants, agreements, and conditions required to be performed by the Company and the PIPE Investors pursuant to the subscription agreements. 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 million, 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. Merger Agreement Consideration 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) (“Aggregate Earnout Consideration”). Immediately prior to the effective time of the Merger (the “Effective Time”), each outstanding common stock purchase warrant and preferred stock purchase warrant of FaZe will be exercised in full in accordance with its terms, each outstanding share of Series A preferred stock of FaZe will be automatically converted into common stock of FaZe (“FaZe common stock”), and 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”). The outstanding principal and accrued interests upon any FaZe Notes that do not convert will be paid in full prior to the Effective Time. At the Effective Time, each outstanding share of FaZe common stock (including shares of FaZe common stock issued as a result of the Company Conversion) will be automatically converted into the right to receive such number of shares of New FaZe common stock of equal to the Exchange Ratio and such number of shares of New FaZe common stock equal to the Earn-Out Exchange Ratio (which earn-out shares are subject to forfeiture following the completion of the Business Combination if certain price-based vesting conditions are not met during the five-year period beginning on the date that is 90 days after the Closing and ending on the fifth anniversary of the Closing Date) (the “Per Share Merger Consideration”). The “Exchange Ratio” is the quotient obtained by dividing 65,000,000 shares by the fully-diluted number of shares of FaZe common stock outstanding immediately prior to the Effective Time (excluding certain shares, as determined in accordance with the Merger Agreement). BRPM presently estimates that the Exchange Ratio will be approximately 2.30. The “Earn-Out Exchange Ratio” is the quotient obtained by dividing (x) 6% of the total number of shares of New FaZe common stock that are issued and outstanding as of immediately after the Closing by (y)the fully-diluted number of shares of FaZe common stock outstanding immediately prior to the Effective Time (as determined in accordance with the Merger Agreement). BRPM presently estimates that the Earn-Out Exchange Ratio will be approximately 0.23, assuming no redemptions by Public Stockholders. The actual Exchange Ratio and Earn-Out Exchange Ratio will be determined at the Closing pursuant to the formula and terms set forth in the Merger Agreement, and may be different from the estimated exchange ratios set forth in this paragraph because the fully-diluted number of shares of FaZe common stock outstanding immediately prior to Closing is subject to change, as additional FaZe Options may vest over time and/or additional FaZe securities may be issued. At the Effective Time, each restricted share subject to a restricted stock award outstanding under FaZe’s existing incentive plans that is outstanding immediately prior to the Effective Time, will be converted into the right to receive a number of shares of Pubco common stock having the same terms and conditions as were applicable to such restricted stock award immediately prior to the Effective Time (each, a “Pubco Restricted Stock Award”), except that each Pubco Restricted Stock Award shall relate to a number of shares of Pubco common stock equal to the Per Share Merger Consideration. In addition, each FaZe restricted stock award will have the right to receive a portion of the Aggregate Earn-Out Consideration. Immediately prior to the Effective Time, seventy-five percent (75%) of each discrete individual grant of the options outstanding under FaZe’s existing incentive plans that remain unvested as of the Effective Time will, automatically and without any required action on the part of the holder thereof, become vested as of the Effective Time (the “Accelerated FaZe Options”). The Accelerated FaZe Options, together with each option outstanding under FaZe’s existing incentive plans that is vested in accordance with its terms as of the Effective Time (including each option that vests or is deemed vested in accordance with its terms in connection with the transactions contemplated by the Merger Agreement) will be referred to collectively as the “Vested FaZe Options.” At the Effective Time, each option outstanding under FaZe’s existing incentive plans shall be assumed by New FaZe and converted into an option to purchase a number of shares of Pubco common stock equal to the number of shares of FaZe common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, and having an exercise price equal to the exercise price immediately prior to the Effective Time divided by the Exchange Ratio. Holders of Vested FaZe Options will also be entitled to receive a number of earn-out shares equal to the number of Net Vested Company Option Shares (as defined in the Company’s Registration Statement on Form S-4/A filed with the SEC on April 29, 2022) underlying such Vested FaZe Options multiplied by the Earn-Out Exchange Ratio. The parties to the Merger Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants with respect to the conduct of FaZe and the Company and its subsidiaries prior to the Closing. The Closing is subject to certain customary conditions. For more information about the Merger Agreement and the Proposed Transaction, see our Registration Statement on Form S-4 filed with the SEC on January 7, 2022 (File No. 333-262047). Unless specifically stated, this Quarterly Report on Form 10-Q (“Quarterly Report”) does not give effect to the Proposed Transaction and does not contain the risks associated with the Proposed Transaction. Such risks and effects relating to the Proposed Transaction are included in the Registration Statement, which includes a preliminary proxy statement/prospectus relating to the Proposed Transaction. The Closing is expected to occur in the first half of 2022, following the receipt of required approval by the stockholders of the Company and FaZe, required regulatory approvals and the fulfilment 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.	NOTE 9 — PROPOSED BUSINESS COMBINATION On October 24, 2021, the Company, entered into an Agreement and Plan of Merger (as amended on December 29, 2021 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 related to or affiliated with existing FaZe stockholders) for an aggregate investment $118,000,000 (the “ PIPE Investment ”). The closing of the PIPE Investment is conditioned upon, among other things, (i) the satisfaction or waiver of all conditions precedent to the Business Combination and the substantially concurrent consummation of the Business Combination, (ii) the accuracy of all representations and warranties of the Company and the PIPE Investors in the Subscription Agreements, subject to certain bring-down standards, and (iii) the satisfaction of all covenants, agreements, and conditions required to be performed by the Company and the PIPE Investors pursuant to the Subscription Agreements. 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 million, 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. Merger Agreement Consideration 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) (“ Aggregate Earnout Consideration ”). Immediately prior to the effective time of the Merger (the “ Effective Time ”), each outstanding common stock purchase warrant and preferred stock purchase warrant of FaZe will be exercised in full in accordance with its terms, each outstanding share of Series A preferred stock of FaZe will be automatically converted into common stock of FaZe (“ FaZe common stock ”), and 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 ”). The outstanding principal and accrued interests upon any FaZe Notes that do not convert will be paid in full prior to the Effective Time. At the Effective Time, each outstanding share of FaZe common stock (including shares of FaZe common stock issued as a result of the Company Conversion) will be automatically converted into the right to receive such number of shares of New FaZe common stock of equal to the Exchange Ratio and such number of shares of New FaZe common stock equal to the Earn-Out Exchange Ratio (which earn-out shares are subject to forfeiture following the completion of the Business Combination if certain price-based vesting conditions are not met during the five-year period beginning on the date that is 90 days after the Closing and ending on the fifth anniversary of the Closing Date) (the “ Per Share Merger Consideration ”). The “ Exchange Ratio ” is the quotient obtained by dividing 65,000,000 shares by the fully-diluted number of shares of FaZe common stock outstanding immediately prior to the Effective Time (excluding certain shares, as determined in accordance with the Merger Agreement). BRPM presently estimates that the Exchange Ratio will be approximately 2.30. The “ Earn-Out Exchange Ratio ” is the quotient obtained by dividing (x) 6% of the total number of shares of New FaZe common stock that are issued and outstanding as of immediately after the Closing by (y)the fully-diluted number of shares of FaZe common stock outstanding immediately prior to the Effective Time (as determined in accordance with the Merger Agreement). BRPM presently estimates that the Earn-Out Exchange Ratio will be approximately 0.23, assuming no redemptions by Public Stockholders. The actual Exchange Ratio and Earn-Out Exchange Ratio will be determined at the Closing pursuant to the formula and terms set forth in the Merger Agreement, and may be different from the estimated exchange ratios set forth in this paragraph because the fully-diluted number of shares of FaZe common stock outstanding immediately prior to Closing is subject to change, as additional FaZe Options may vest over time and/or additional FaZe securities may be issued. At the Effective Time, each restricted share subject to a restricted stock award outstanding under FaZe’s existing incentive plans that is outstanding immediately prior to the Effective Time, will be converted into the right to receive a number of shares of Pubco common stock having the same terms and conditions as were applicable to such restricted stock award immediately prior to the Effective Time (each, a “ Pubco Restricted Stock Award ”), except that each Pubco Restricted Stock Award shall relate to a number of shares of Pubco common stock equal to the Per Share Merger Consideration. In addition, each FaZe restricted stock award will have the right to receive a portion of the Aggregate Earn-Out Consideration. At the Effective Time, (i) each option outstanding under FaZe’s existing incentive plans that is vested in accordance with its terms as of the Effective Time (including each option that vests or is deemed vested in accordance with its terms in connection with the transactions contemplated by the Merger Agreement) and (ii) 75% of those options that remain unvested as of the Effective Time (collectively, the “ Vested FaZe Options ”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive the Per Share Merger Consideration in respect of the net number of shares underlying such Vested FaZe Options as if each such net share was one share of FaZe common Stock issued and outstanding immediately prior to the Effective Time. At the Effective Time, each option outstanding under FaZe’s existing incentive plans other than a Vested FaZe Option that is outstanding immediately prior to the Effective Time, shall be assumed by the Company and converted into an option to purchase a number of shares of common stock equal to the number of shares of FaZe common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, and having an exercise price equal to the exercise price immediately prior to the Effective Time divided by the Exchange Ratio. The parties to the Merger Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants with respect to the conduct of FaZe and the Company and its subsidiaries prior to the Closing. The Closing is subject to certain customary conditions. For more information about the Merger Agreement and the Proposed Transaction, see our Registration Statement on Form S-4 filed with the SEC on January 7, 2022 (File No. 333-262047). Unless specifically stated, this Annual Report does not give effect to the Proposed Transaction and does not contain the risks associated with the Proposed Transaction. Such risks and effects relating to the Proposed Transaction are included in the Registration Statement, which includes a preliminary proxy statement/prospectus relating to the Proposed Transaction. The Closing is expected to occur in the first half of 2022, following the receipt of required approval by the stockholders of the Company and FaZe, required regulatory approvals and the fulfilment 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.

Income Taxes

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

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 March 31, 2022 and December 31, 2021.

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 March 31, 2022, 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 March 31, 2022.

The effective tax rate was zero percent for both the three months ended March 31, 2022 and 2021, 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.

12. INCOME TAXES

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, 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 December 31, 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 December 31, 2021.

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) Years Ended December 31,
	2021			2020
Deferred income tax assets:
Accrual to cash	$	—		$	3,971
Accrued bonus		3,156			189
Stock-based compensation		1,068			748
Deferred rent		2			22
Deferred revenue		2,211			311
Bad debt expense		121			100
Contributions		19			18
Depreciation		85			34
163(j) interest limitation		1,148			—
Warrants		47			—
Net operating losses		20,840			14,291

Total deferred income tax assets		28,697			19,684
Less: valuation allowance		(28,697	)		(18,570	)
Deferred income tax liabilities:
Amortization		—			(30	)
Depreciation		—			—
Accrual to cash		—			(1,084	)

Total deferred income tax liabilities		—			(1,114	)

Total deferred tax assets, net	$	—		$	—

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


	(in thousands) Years Ended December 31,
	2021					2020
U.S. federal statutory income tax rate	$	(7,742	)	21.0	%	$	(6,043	)	21.0	%
State taxes, net of federal benefit		(2,542	)	6.9	%		(2,001	)	7.0	%
Non-deductible interest expense		—		0.0	%		—		0.0	%
Other non-deductible items		156		-0.4	%		35		-0.1	%
Valuation allowance		10,128		-27.5	%		8,009		-27.9	%

Income tax expense	$	—		0.0	%	$	—		0.0	%

The Company has incurred net operating losses (“NOLs”) in previous years. At December 31, 2021, the Company had generated federal NOLs of approximately $73.3 million and state NOLs of approximately $78.0 million. Federal NOLs in the amount of $1.0 million are subject to expiration and will begin to expire in 2036. The remaining $72.3 million of federal NOLs can be carried forward indefinitely. All state NOLs of $78.0 million are subject to limitation and are set to begin to expire in 2038. The utilization of the Company’s NOLs are subject to annual Internal Revenue Code Section 382 limitations. The Company has not yet completed an IRC Sec. 382 study as of December 31, 2021.

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 or 2021. 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 2020 or 2021.

B. Riley Principal 150 Merger Corp.[Member]

Income Taxes [Line Items]

INCOME TAXES

NOTE 7 — INCOME TAXES

The Company’s net deferred tax asset at December 31, 2021 and 2020 are as follows:


	As of December 31,
	2021			2020
Deferred tax assets:
Accrued liabilities and other	$	8,663		$	—
Net operating loss carryforward		228,347			304

Total deferred tax assets		237,010			304
Valuation allowance		(237,010	)		(304	)

Net deferred tax asset	$	—		$	—

The income tax provision for the year ended December 31, 2021 and for the period from June 19, 2020 (Inception) through December 31, 2020 consists of the following:


	Year Ended December 31, 2021			For the period from June 19, 2020 (Inception) through December 31, 2020
Current:
Federal	$	228,347		$	304
Deferred:
Federal		8,663			—

Total benefit		237,010			304
Valuation allowance		(237,010	)		(304	)

Total provision for income taxes	$	—		$	—

For the year ended December 31, 2021 and the period from June 19, 2020 (Inception) through December 31, 2020, the Company had U.S. federal net operating loss carryovers (“NOLs”) available to offset future taxable income of $1,087,367 and $1,448, respectively. In accordance with Section 382 of the Internal Revenue Code, deductibility of any of the Company’s future NOLs may be subject to an annual limitation in the event of a change in control as defined under the regulations.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management determined that a valuation allowance was required.

A reconciliation of the federal income tax rate to the Company’s effective income tax rate for the year ended December 31, 2021 and for the period from June 19, 2020 (Inception) through December 31, 2020 is as follows:


	Year Ended December 31, 2021			from June 19, 2020 (Inception) through December 31, 2020
Benefit for income taxes at federal statutory rate		21.0	%		21.0	%
Offering costs associated with warrants recorded as a liability		(0.4	)%		—
Transaction costs not tax deductible		(7.0	)%		—
Change in fair value of warrants		(10.2	)%
Valuation allowance		(3.4	)%		(21.0	)%

Effective income tax rate		0.0	%		0.0	%

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination. The Company’s tax returns since inception remain open and subject to examination.

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019, and 2020 to the five prior years, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent, and allows businesses to immediately expense the full cost of Qualified Improvement Property, retroactive to tax years beginning on or after January 1, 2018. The Company does not believe that the CARES Act will have a significant impact on the Company’s financial position or statement of operations.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Description of The Business

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

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.

On October 24, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with B. Riley 150 Merger Corp. (“B. Riley 150”), a special purpose acquisition company, and BRPM Merger Sub, Inc., a directly wholly owned subsidiary of B. Riley 150 (“Merger Sub”), pursuant to which the Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of B. Riley 150. The merger is expected to be accounted for as a reverse capitalization whereby the Company is treated as the acquirer. 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.

In March 2022, the Company and B. Riley 150 entered into an amendment to the Merger Agreement. Pursuant to the amendment, among other things, as of the merger effective time, each FaZe vested stock option that is not exercised shall not automatically be converted into shares of Company’s common stock but instead will be converted into vested stock options exercisable into B. Riley 150 common stock as of merger effective time. Each vested stock option shall be treated as an issued and outstanding share of the Company’s common stock for all purposes of the Merger Agreement, calculated on a cashless basis. As a result, the calculation of the Exchange Ratio as defined in the Merger Agreement is not impacted.

In March 2022, the Company entered into an agreement for a term loan with B. Riley Principal Commercial Capital, LLC, an affiliate of B. Riley 150, allowing the Company to borrow an aggregate principal amount of up to $20 million maturing on the closing date of the Merger Agreement. In the same agreement, the Company waived the minimum cash condition for closing in the proposed merger with B. Riley 150.

1. DESCRIPTION OF THE BUSINESS

Property, Equipment and Leasehold Improvements

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

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 March 31, 2022 and December 31, 2021 consisted of the following:


	(in thousands)
	March 31, 2022			December 31, 2021
Furniture/Fixtures	$	404		$	159
Computer equipment		3,301			708
Vehicles		106			106
Leasehold improvements		379			731

Subtotal		4,190			1,704
Less accumulated depreciation		(465	)		(779	)

Property, equipment and leasehold improvements, net	$	3,725		$	925

Depreciation expense totaled $0.1 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022, the Company disposed of certain leasehold improvements that were fully depreciated at the time of disposal, and there was no gain or loss on disposal.

3. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

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


	(in thousands)
	December 31, 2021			December 31, 2020
Furniture/Fixtures	$	159		$	153
Computer equipment		708			306
Vehicles		106			106
Leasehold improvements		731			409

Subtotal		1,704			974
Less: Accumulated depreciation		(779	)		(297	)

Property, equipment and leasehold improvements, net	$	925		$	677

Depreciation expense totaled $0.5 million and $0.3 million for the years ended December 31, 2021 and 2020, respectively.

Intangibles Assets

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Intangibles Assets [Line Items]

INTANGIBLES ASSETS

4. INTANGIBLE ASSETS

Intangible assets as of March 31, 2022 and December 31, 2021 consisted of the following:


			(in thousands)
As of March 31, 2022	Useful Life		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Website development		3 years	$	255	$	94	$	161
Talent acquisition		2 - 3 years		872		244		628

Intangible assets, net			$	1,127	$	338	$	789


			(in thousands)
As of December 31, 2021	Useful Life		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Website development		3 years	$	211	$	75	$	136
Talent acquisition		2 - 3 years		1,653		1,051		602

Intangible assets, net			$	1,864	$	1,126	$	738

Amortization expense totaled $0.1 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively.

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


	(in thousands)
Years ending December 31,
2022 (remainder)	$	344
2023		295
2024		149
2025		1

Total future amortization of amortizable intangible assets	$	789

During the three months ended March 31, 2022, the Company removed $0.9 million of intangible assets that were fully amortized from intangible assets and accumulated amortization, and there was no gain or loss on the removal.

4. INTANGIBLES ASSETS

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


			(in thousands)
	Useful Life		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
As of December 31, 2021
Website development		3 years	$	211	$	75	$	136
Talent acquisition		2 – 3 years		1,653		1,051		602

Intangible assets, net			$	1,864	$	1,126	$	738


			(in thousands)
	Useful Life		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
As of December 31, 2020
Website development		3 years	$	123	$	15	$	108
Talent acquisition		2 years		901		572		329

Intangible assets, net			$	1,024	$	587	$	437

Amortization expense totaled $0.5 million and $0.5 million for the years ended December 31, 2021 and 2020, respectively.

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


	(in thousands)
Years ending December 31,
2022	$	379
2023		265
2024		94

Total future amortization of amortizable intangible assets	$	738

Debt

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Debt [Line Items]

DEBT

5. DEBT

Debt as of March 31, 2022 and December 31, 2021 consisted of the following:


	(in thousands)
As of March 31, 2022	Unpaid Principal		Short-term		Long-term		Unamortized Issuance Costs			Net Carrying Value
2022 B. Riley bridge loan	$	10,040	$	10,040	$	—	$	—		$	10,040
2021 Cox convertible promissory note		15,000		—		15,000		—			15,000
2021 Convertible promissory notes		675		—		675		—			675
2020 Secured convertible promissory note		55,000		—		55,000		(313	)		54,687
2020 Convertible promissory notes		2,525		2,025		500		—			2,525
2020 PPP loan		1,123		1,123		—		—			1,123
Other loans		—		—		—		—			—

Total principal amount outstanding	$	84,363	$	13,188	$	71,175	$	(313	)	$	84,050


	(in thousands)
As of December 31, 2021	Unpaid Principal		Short-term		Long- term		Unamortized Issuance Costs			Net Carrying Value
2021 Cox convertible promissory note	$	15,000	$	—	$	15,000	$	—		$	15,000
2021 Convertible promissory notes		675		—		675		—			675
2020 Secured convertible promissory note		55,000		—		55,000		(358	)		54,642
2020 Convertible promissory notes		2,525		2,025		500		—			2,525
2020 PPP loan		1,123		1,123		—		—			1,123
Other loans		37		—		37		—			37

Total principal amount outstanding	$	74,360	$	3,148	$	71,212	$	(358	)	$	74,002

As of March 31, 2022, long-term debt maturities for the next five years and thereafter are as follows (in thousands):


Future Maturities
	(in thousands)
	Non- Convertible Debt		Convertible Debt		Total
Years ending December 31,
2022 (remainder)	$	11,163	$	2,025	$	13,188
2023		—		71,175		71,175
2024		—		—		—
2025		—		—		—
2026		—		—		—
Thereafter		—		—		—

	$	11,163	$	73,200	$	84,363

2022 B. Riley Term Loan

In March 2022, the Company entered into a Bridge Loan Agreement with B. Riley Commercial Capital, LLC (“B. Riley Lender”), an affiliate of B. Riley 150, pursuant to which the Company received a term loan in the amount of $10.0 million in a single advance (“Initial Term Loan”). Upon receipt of a borrowing notice from the Company to B. Riley Lender, B. Riley Lender will issue the Company a second advance of $10.0 million (“Final Term Loan”). The maturity date is the closing date of the Merger Agreement. In the event that the Merger Agreement is terminated without completion of the business combination, the 2022 B. Riley Term Loan will become a secured convertible promissory note on substantially the same terms as the existing 2021 Cox Convertible Promissory Notes further discussed below, in an aggregate principal amount equal to the outstanding principal balance, including capitalized interest, and the unpaid accrued interest on the 2022 B. Riley Term Loan on such date. The Company drew the $10 million Initial Term Loan in March 2022, and drew the Final Term Loan in April 2022.

The 2022 B. Riley Term Loan accrues interest at a rate of 7.00% per annum, compounded quarterly, with such interest accrued on the last business day of each calendar quarter, and shall be paid in cash on the maturity date and is secured against substantially all assets of the Company.

The 2022 B. Riley Term Loan recorded as short-term debt.

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 exercised its right to purchase an additional $5.0 million in Cox Convertible Promissory Notes in October 2021.

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.

In October 2021, the Company entered into an agreement with the CPH Noteholders, for the settlement of the accrued interest on the CPH Notes and the settlement of the purchaser’s right, but not obligation, to purchase additional Notes from the Company for up to $36.7 million expiring in June 2022 (“CPH Right”). 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 will settle the accrued interest through February 1, 2022 and the CPH Right for 523,763 and 4,800,000 shares of the combined company’s common stock, respectively, issuable upon the close of the merger. The accrued interest after February 1, 2022 will be payable in cash.

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 of 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. Subsequent to the execution of the Merger Agreement, in November and December 2021, the Company entered into consent letters with each of the 2020 Convertible Promissory Note Holders wherein each note will be converted into a number of shares of the Company’s common stock immediately prior to the merger. The conversion price will be equal to $250.0 million or $200.0 million divided by the total number of shares of capital stock of the Company issued and outstanding, calculated on an

as-exercised,

as-converted,

fully diluted basis, but excluding shares of capital stock of the Company issued or issuable upon conversion of the Note and other convertible notes of the Company. The consent letters will terminate if (a) the Merger Agreement is terminated, or (b) subject to the approval of B. Riley 150, if the consent letter is terminated upon mutual agreement of the holder and the Company, upon which time each note will become due.

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.

2020 Paycheck Protection Program Loan (“PPP Loan”)

In May 2020, the Company entered into a Promissory Note dated May 4, 2020 (the “PPP Loan”) 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 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 PPP Loan.

The Company 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. The Company may apply for forgiveness until the maturity date of the loan, which is two years from initial disbursement. The Company continues to contemplate applying for forgiveness under the terms of the loan. The loan matures in May 2022 and bears interest at a rate of 1.00% per annum. The Company is planning to apply for forgiveness of the PPP Loan as of the date of these financial statements.

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.

Interest Expense

Interest expense for the three months ended March 31, 2022 was $1.9 million, comprised of $1.8 million of contractual interest expense and $0.1 million of amortization of debt issuance costs.

6. DEBT

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


	(in thousands)
	December 31, 2021			December 31, 2020
2021 Cox convertible promissory note	$	15,000		$	—
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		74,360			34,144

Less: Short-term debt		(3,148	)		(2,910	)
Less: Unamortized debt issuance costs		(358	)		(251	)

Long-term debt, net	$	70,854		$	30,983

As of December 31, 2021, long-term debt maturities for the next five years and thereafter are as follows (in thousands):


	(in thousands)
Years ending December 31,
2022	$	3,148
2023		71,175
2024		—
2025		—
2026		—
Thereafter		37

	$	74,360

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 in October 2021.

pre-money

as-exercised,

as-converted,

2021 Convertible Promissory Note

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

2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note

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 the combined company’s common stock, respectively, issuable upon the close of the merger.

For each note issued under the Purchase Agreement, the maturity date is the earlier of December 15, 2023 or 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,

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

as-exercised,

as-converted,

fully diluted basis, but excluding shares of capital stock of the Company issued or issuable upon conversion of the Note and other convertible notes of the Company. The consent letters will terminate if (a) the Merger Agreement is terminated, or (b) subject to the approval of B. Riley 150, if the consent letter is terminated upon mutual agreement of the Holder and the Company, upon which time each note will become due.

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 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 PPP 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 May 2022 and bears interest at a rate of 1.00% per annum.

The PPP Loan is recorded as short-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 was to mature 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 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 7 below. As a result, we wrote off the related unamortized discount and issuance costs, which were included in interest expense.

Fair Value of Debt

- Definition

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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Stock Compensation Expense

3 Months Ended

Mar. 31, 2022

Stock Compensation Expense [Line Items]

STOCK COMPENSATION EXPENSE

7. 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 Three Months Ended
	March 31, 2022		March 31, 2021
	Stock-Based Compensation Expense		Stock-Based Compensation Expense
Stock options	$	56	$	—
Restricted stock awards		1,094		—

Total stock – based compensation expense	$	1,150	$	—

In addition, approximately $20,439 has been included in cost of revenues for the three months ended March 31, 2022 and 2021, respectively, for stock-based compensation expense related to the services provided by Commerce Media Holdings, LLC. Compensation costs related to Commerce Media Holdings, LLC of $0.1 million and $0.2 million were capitalized and are included in prepaid expenses and other assets as of March 31, 2022 and 2021, respectively.

Litigation	3 Months Ended	12 Months Ended
Litigation	Mar. 31, 2022	Dec. 31, 2021
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 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 payments 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. Subsequent to December 31, 2021, as a result of arbitration proceedings, the Company has entered into a settlement agreement whereby Gordon agreed to the cancellation of 90,000 of the 790,000 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 $1.9 million in cash. The Company recorded a legal accrual for $1.9 million as of December 31, 2021. The initial payment of $0.4 million was made in the first quarter of 2022. 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, and Wilson Sonsini Goodrich & Rosati, P.C. Ms. Butler alleges that she is entitled to shares of the Company’s stock. Subsequent to December 31, 2021, the Company has reached a preliminary settlement with Ms. Butler for a total of $0.8 million payable in a combination of cash and common stock to settle Ms. Butler’s claim. The Company recorded a legal accrual for $0.8 million as of December 31, 2021. The Company subsequently paid $0.1 million in cash in April 2022. In 2021, 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 and recorded a legal accrual of $1.2 million as of December 31, 2020. In October 2021, the Company entered into a settlement agreement with Treschow-Fritzoe AS and adjusted its legal accrual to $0.8 million as of December 31, 2021. The Company subsequently paid the $0.8 million in April 2022.	11. 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, 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. Subsequent to December 31, 2021, as a result of arbitration proceedings, the Company has entered into a settlement agreement whereby Gordon agreed to the cancellation of 90,000 of the 790,000 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 $1.9 million in cash. The Company recorded a legal accrual for $1.9 million as of December 31, 2021. 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, and Wilson Sonsini Goodrich & Rosati, P.C. Ms. Butler alleges that she is entitled to shares of the Company’s stock. Subsequent to December 31, 2021, the Company has reached a preliminary settlement with Ms. Butler for a total of $0.8 million payable in a combination of cash and common stock to settle Ms. Butler’s claim. The Company recorded a legal accrual for $0.8 million as of December 31, 2021. In 2021, 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 and recorded a legal accrual of $1.2 million as of December 31, 2020. In October 2021, the Company entered into a settlement agreement with Treschow-Fritzoe AS and adjusted its legal accrual to $0.8 million as of December 31, 2021. The $0.8 million will be paid off no later than April 1, 2022.

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2021

Accounts Payable and Accrued Expenses [Line Items]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses as of December 31, 2021 and 2020 consisted of the following:


	(in thousands)
	December 31, 2021		December 31, 2020
Accounts payable	$	7,976	$	4,314
Accrued legal settlements		3,745		7,152
Accrued interest payable		5,517		195
Accrued transaction costs		3,995		—
Other accrued expenses		7,148		2,533

Total accounts payable and accrued expenses	$	28,381	$	14,194

Stock Compensation Expense and Warrants

12 Months Ended

Dec. 31, 2021

Stock Compensation Expense and Warrants [Line Items]

STOCK COMPENSATION EXPENSE AND WARRANTS

8. STOCK COMPENSATION EXPENSE AND WARRANTS

Stock Options

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. The maximum aggregate number of shares authorized to be issued under the Plan is 10,500,000 shares.

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 following table contains information about the plan as of December 31, 2021:


	Awards Reserved for Issuance		Awards Outstanding		Awards Available for Grant
Amended 2019 Equity Incentive Plan		10,500,000		9,178,745		1,321,255

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, 2021. 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 year ended December 31, 2021. There were no stock options granted during the year ended December 31, 2020. The Company’s awards are either fully vested at grant date, subject to service vesting conditions or performance conditions (i.e. acceleration upon a change of control). Most awards have vesting periods between one and four years, with various vesting cliffs and ratable vesting thereafter. The exercise period of the options varies, and can be up to twenty years from 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 summarizes the Company’s stock option activity and related information for the year ended December 31, 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 (In thousands)
Options outstanding as of December 31, 2020		5,340,000		$	5.00		18.8	$	—
Options granted		6,147,702			0.85
Options exercised		(42,184	)		0.85
Options forfeited		(387,421	)		0.85
Options cancelled		(2,420,000	)		4.97
Options expired		(61,999	)		0.85

Options outstanding as of December 31, 2021		8,576,098		$	1.23		10.83	$	138,479

Options vested and exercisable as of December 31, 2021		5,187,624		$	1.45		11.61	$	82,470

The weighted-average grant date fair value of stock options granted during the year ended December 31, 2021 was $0.15 per share. The total fair value of options that vested during the year ended December 31, 2021 was $0.3 million. The aggregate intrinsic value of options exercised during the year ended December 31, 2021 was $0.5 million. No options were granted for the year ended December 31, 2020.

The compensation cost for options granted in 2021 recognized for the years ended December 31, 2021 and 2020 was $0.4 million and zero, respectively, and are included in general and administrative expense within the consolidated statements of operations.

During the year ended December 31, 2021, 42,184 stock options were exercised with $35,856 of cash received.

As of December 31, 2021, there was $0.5 million of total unrecognized stock-based compensation related to the 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:


		December 31, 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 625,114 shares of time-based restricted stock awards during the year ended December 31, 2021. Restricted stock awards generally vest over a period of two years.

The following table summarizes the Company’s restricted stock award activity and related information for the year ended December 31, 2021.


	Number of Shares		Weighted- Average Grant Date Fair Value Per Share
Nonvested restricted stock awards as of December 31, 2020		—	$	—
Granted		625,114		13.22
Vested		22,467		13.68
Forfeited		—		—

Nonvested restricted stock awards as of December 31, 2021		602,647	$	13.20

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 December 31, 2021, there was $7.3 million 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 1.8 years.

Non-employee

Warrants

The Company did not issue any warrants for the year ended December 31, 2021. 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 between nine and ten years. No warrants were exercised during the years ended December 31, 2021 and 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, 2021 and 2020:


	Common Warrants
Warrants outstanding as of January 1, 2020		618,631
Warrants granted and vested		36,202

Warrants outstanding as of December 31, 2020		654,833
Warrants granted and vested		—

Warrants outstanding as of December 31, 2021		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 Year Ended December 31, 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:


		December 31, 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 consolidated statement of operations:


	(in thousands) For the Years Ended
	December 31, 2021		December 31, 2020
	Stock-Based Compensation Expense		Stock-Based Compensation Expense
Stock options	$	695	$	—
Restricted stock awards		942		—
Common stock warrants – Non-employee		—		20

Total stock – based compensation expense	$	1,637	$	20

Tax benefit related to stock based compensation expense	$	—	$	—

Tax benefit realized from stock options exercised	$	—	$	—

In addition, $82,892 and $83,119 were included in cost of revenues for the years ended December 31, 2021 and 2020, respectively, for stock-based compensation expense recognized related to the services provided by Commerce Media Holdings, LLC. Additionally, compensation costs related to Commerce Media Holdings, LLC of $0.2 million and $0.2 million were capitalized and included in prepaid expenses and other assets as of December 31, 2021 and 2020, respectively.

401(K) Plan	12 Months Ended
401(K) Plan	Dec. 31, 2021
401(K) Plan [Line Items]
401(K) PLAN	10. 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, 2021 and 2020, we made contributions of $0.6 million and $0.3 million to the 401(k) plan, respectively.

Going Concern	3 Months Ended	12 Months Ended
Going Concern	Mar. 31, 2022	Dec. 31, 2021
Going Concern [Line Items]
GOING CONCERN	12. GOING CONCERN As of March 31, 2022, the Company had cash of $14.6 million and an accumulated deficit of $121.9 million. During the three months ended March 31, 2022, the Company used net cash in operating activities of $9.7 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 condensed 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. In March 2022, the Company entered into the 2022 B. Riley Term Loan and drew the Initial Term Loan of $10.0 million in March 2022. The Company drew the Final Term Loan of $10.0 million in April 2022 (See Note 5, Debt ). The accompanying condensed 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 condensed 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.	14. GOING CONCERN As of December 31, 2021, the Company had cash of $17.0 million and an accumulated deficit of $112.4 million. During the year ended December 31, 2021, the Company used net cash in operating activities of $25.2 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. Subsequent to December 31, 2021, the Company entered into an agreement for additional financing of up to $20.0 million (See Note 15, Subsequent Events ). 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.

Subsequent Events	3 Months Ended	12 Months Ended
Subsequent Events	Mar. 31, 2022	Dec. 31, 2021
Subsequent Events [Line Items]
SUBSEQUENT EVENTS	13. SUBSEQUENT EVENTS In preparing the unaudited condensed consolidated financial statements, the Company has evaluated subsequent events through May 26, 2022, which is the date the unaudited condensed consolidated financial statements were available for issuance. Claims See claims as described in Note 9, Litigation above. Financing See 2022 B. Riley Term Loan drawdowns as described in Note 5, Debt , and Note 12, Going Concern above. Merger with B. Riley 150 The Company completed the merger with B. Riley 150 on July 19, 202 2	15. SUBSEQUENT EVENTS In preparing the audited consolidated financial statements, the Company has evaluated subsequent events through March 14, 2022, which is the date the audited consolidated financial statements were available for issuance. Claims See claims as described in Note 11, Litigation above. Agreement and Plan of Merger Amendment In March 2022, the Company and B. Riley 150 entered into an amendment to the Merger Agreement. Pursuant to the amendment, among other things, as of the merger effective time, each FaZe vested stock option that is not exercised shall not automatically be converted into shares of Company’s common stock but instead will be converted into vested stock options exercisable into B. Riley 150 common stock as of merger effective time. Each vested stock option shall be treated as an issued and outstanding share of the Company’s common stock for all purposes of the Merger Agreement, calculated on a cashless basis. As a result, the calculation of the Exchange Ratio as defined in the Merger Agreement is not impacted. Financing In March 2022, the Company entered into an agreement for a term loan (“B. Riley Term Loan”) with B. Riley Principal Commercial Capital, LLC, an affiliate of B. Riley 150, allowing the Company to borrow an aggregate principal amount of up to $20 million maturing on the closing date of the Merger Agreement. The interest rate is 7.00% per annum. In the event that the Merger Agreement is terminated, on the date of the termination, in exchange for the B. Riley Term Loan, the Company will issue to the lender a secured convertible promissory note on substantially the same terms as the existing senior secured convertible promissory notes of the Company, in an aggregate principal amount equal to the outstanding principal balance (including capitalized interest) and the unpaid accrued interest of the B. Riley Term Loan on such date. The Company waived the minimum cash condition for closing in the proposed merger with B. Riley 150. The Company drew $10 million upon closing of the B. Riley Term Loan. The Company has evaluated subsequent events through April 27, 2022. Financing The Company drew the final $10 million of the B. Riley Term Loan in April 2022.
B. Riley Principal 150 Merger Corp.[Member]
Subsequent Events [Line Items]
SUBSEQUENT EVENTS	NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through 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 except for the following: The Company completed the merger with FaZe Clan, Inc. on July 19, 2022.	NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through March 7, 2022, the date that the financial statements were issued. 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.

Accounting Policies, by Policy (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

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

Basis of Presentation

Emerging Growth Company

non-emerging

Emerging Growth Company

non-emerging

Use of Estimates

COVID-19

Use of Estimates

COVID-19

Cash and Cash Equivalents

Cash

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,

Loss Per Common Share

In accordance with the provisions of ASC 260,

Earnings Per Share,


	Three Months Ended March 31,
	2022		2021
Warrants	$	292,790	$	292,790
Stock options		8,508,474		5,340,000
Unvested restricted stock awards		736,201		—
Convertible preferred stock		3,237,800		3,237,800

Total potentially dilutive common stock equivalents	$	12,775,265	$	8,870,590

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 outstanding in which common shares are issuable for little to no consideration for the years ended December 31, 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.


	Years Ended December 31,
	2021		2020
Warrants	$	292,700	$	292,700
Stock options		8,576,098		5,340,000
Unvested restricted stock awards		602,647		—
Convertible preferred stock		3,237,800		3,237,800

Total potentially dilutive common stock equivalents	$	12,709,245	$	8,870,500

Concentration of Credit Risk

Concentrations of Risks

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.

For the years ended December 31, 2021 and 2020, one and one vendor accounted for 17% and 20% of the Company’s total purchases, respectively. The Company had outstanding payables to two vendors that

represented 30% of accounts payable as of December 31, 2021, and one vendor that represented 23% of accounts payable as of December 31, 2020.

The Company had one independent contractor that generated 22% and 16% of our total revenues for the years ended December 31, 2021 and 2020, respectively.

Accounting Pronouncements Recently Adopted

Recently Adopted Accounting Pronouncements

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)

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.

ASU 2021-04

Accounting Pronouncements Recently Adopted

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

did not have a material effect on the Company’s consolidated financial statements.

In March 2019, the FASB issued

ASU 2019-02,

Improvements to Accounting for Costs of Films and License Agreements for Program Materials

, which generally aligns the accounting for episodic television series with that of films. In addition,

ASU 2019-02

Unaudited Interim Condensed Consolidated Financial Information

Going Concern

” of the Notes to Consolidated Financial Statements for additional information.

COVID-19

The continuing spread of

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.

COVID-19

The continuing spread of

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.

COVID-19

Content Asset, net

Exploitation costs such as marketing, advertising, publicity, promotion, and other distribution expenses directly connected with the distribution of the content asset are expensed as incurred.

Content Asset, net

The Company produces programming content which it plans to broadcast on online video and streaming platforms. Costs of produced content currently consist of development and production costs. These costs are capitalized as “Content Asset, net” on the consolidated balance sheet. As of the year ended December 31, 2021, all produced content is in production and is not completed. Amortization of the content asset has not begun and will begin once the content airs. The Company does not own any purchased or licensed programming content.

Exploitation costs such as marketing, advertising, publicity, promotion, and other distribution expenses directly connected with the distribution of the content asset are expensed as incurred.

At the specific title level, the Company tests the content asset for impairment when events or circumstances indicate that its fair value may be less than its unamortized cost. Each title is predominantly monetized on its own. If the carrying value of a content asset exceeds its estimated fair value, an impairment charge will be recorded in the amount of the difference. No impairment was recognized for the year ended December 31, 2021. There were no content assets as of December 31, 2020.

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 three months ended March 31, 2022 and 2021:


	(in thousands) Three Months Ended March 31,
	2022		2021
Brand sponsorships	$	8,060	$	5,274
Content		4,681		3,274
Consumer products		403		559
Esports		2,426		717
Other		234		22

Total revenue	$	15,804	$	9,846

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

pre-determined

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

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:

Licensing of Intellectual Property:

Transaction Price Allocated to the Remaining Performance Obligations

Revenue Recognition and Contract Balances

Revenue from Contracts with Customers

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, 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 December 31, 2021 and 2020 represent 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, 2021 relating to the contract liability balances as of January 1, 2021 was $1.1 million.

The following table disaggregates the Company’s revenue by major type for the years ended December 31, 2021 and 2020:


	(in thousands) Years Ended December 31,
	2021		2020
Brand sponsorships	$	24,867	$	16,520
Content		16,068		12,077
Consumer products		5,751		5,560
Esports		5,847		2,860
Other		319		149

Total revenue	$	52,852	$	37,166

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

League Participation:

Player Transfer Fees:

Licensing of Intellectual Property:

Transaction Price Allocated to the Remaining Performance Obligations

Convertible Debt

The Company evaluates embedded conversion features within convertible debt under ASC 815,

Derivatives and Hedging

Convertible Debt

The Company evaluates embedded conversion features within convertible debt under ASC 815,

Derivatives and Hedging

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.

per-share

price of issuances of the Company’s preferred stock, which the Company sold to outside investors in

arm’s-length

transactions involving the Company’s preferred stock, supported by the results produced by this valuation methodology. As the Company’s

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.

per-share

price of issuances of the Company’s preferred stock, which the Company sold to outside investors in

arm’s-length

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 March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021, the Company did not have material revenue earned or assets located outside of the United States.

Segment Reporting

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

Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued

ASU 2016-02,

Leases

(Topic

842)

, which requires lessees to recognize a

right-of-use

ASU 2016-02,

In September 2016, the FASB issued

ASU 2016-13,

Financial Instruments

—

Credit Losses (Topic

326): Measurement of Credit Losses on Financial Instruments

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

Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued

ASU 2016-02,

Leases

(Topic

842)

, which requires lessees to recognize a

right-of-use

ASU 2016-02,

In September 2016, the FASB issued

ASU 2016-13,

Financial Instruments

—

Credit Losses (Topic

326): Measurement of Credit Losses on Financial Instruments

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.

internal-use

software (and hosting arrangements that include an

internal-use

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

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)

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.

ASU 2021-04

Restricted cash

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

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.

Property, Plant, and Equipment

Intangibles, net

Website Development Costs:

The Company accounts for website development costs in accordance with ASC 350,

Intangibles

—

Goodwill and Other

Talent Acquisition Costs:

Foreign Currency

Advertising Expenses

The Company expenses advertising costs as incurred in accordance with ASC 720,

Other Expenses.

Revisions to Previously Issued Financial Statements

The Company assessed the materiality of this error on prior period financial statements in accordance with the SEC Staff Accounting Bulletin Number 99, Materiality, and

ASC 250-10,

The following tables set forth the effects of the revisions on the affected line items within the consolidated statement of operations for the year ended December 31, 2020:


	Year Ended December 31, 2020
	As previously reported		Revision adjustments			As revised
	(in thousands)
Revenues	$	38,211	$	(1,045	)	$	37,166
Cost of revenues		29,117		(1,045	)		28,072

Gross profit	$	9,094	$	—		$	9,094

The following tables set forth the effects of the revisions on the affected line items within Note 2

Summary of Significant Accounting Policies

, section

Revenue Recognition and Contract Balances

for the financial statements for the year ended December 31, 2020:


	Year Ended December 31, 2020
	As previously reported		Revision adjustments			As revised
	(in thousands)
Brand Sponsorships	$	16,520	$	—		$	16,520
Content		12,077		—			12,077
Consumer Products		6,605		(1,045	)		5,560
Esports		2,860		—			2,860
Other		149		—			149

Total Revenue	$	38,211	$	(1,045	)		37,166

B. Riley Principal 150 Merger Corp.[Member]

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

Basis of Presentation

Form 10-Q.

Form 10-K

filed with the SEC on March 7, 2022.

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”).

Emerging Growth Company

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Cash Held in Trust Account

Investments Held in Trust Account

Cash Held in Trust Account

Class A Common Stock Subject to Possible Redemption

480-10-S99,

As of March 31, 2022 and December 31, 2021, the shares of Class A common stock reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	172,500,000
Less:
Proceeds allocated to Public Warrants		(5,117,500	)
Issuance costs allocated to Class A common stock		(3,819,853	)
Plus:
Remeasurement of carrying value to redemption value		8,937,353

Class A common stock subject to possible redemption	$	172,500,000

Class A Common Stock Subject to Possible Redemption

480-10-S99,

As of December 31, 2021, the shares of Class A common stock reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	172,500,000
Less:
Proceeds allocated to Public Warrants		(5,117,500	)
Issuance costs allocated to Class A common stock		(3,819,853	)
Plus:
Accretion of carrying value to redemption value		8,937,353

Class A common stock subject to possible redemption	$	172,500,000

Warrant Liability

815-40-15,

“Derivatives and Hedging — Contract’s in Entity’s Own Equity”. The warrants are

re-evaluated

paid-in

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

paid-in capital.

At December 31, 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).

Income Taxes

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.

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 December 31, 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 December 31, 2021. The Company is subject to income tax examinations by major taxing authorities since inception.

Loss Per Common Share

Earnings (Loss) Per Common Share


	Three Months Ended March 31,
	2022				2021
	Class A		Class B		Class A			Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income (loss)	$	1,877,445	$	455,627	$	(365,716	)	$	(221,884	)

Denominator:
Weighted average shares outstanding		17,770,000		4,312,500		7,108,000			4,312,500

Basic and diluted net income (loss) per share	$	0.11	$	0.11	$	(0.05	)	$	(0.05	)

Net 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 and exercise of overallotment on February 23, 2021. At December 31 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 year ended December 31, 2021 because the Warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net 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 loss per share for each class of common stock:


	Year Ended December 31, 2021
Redeemable common stock
Net loss attributable to redeemable common stock	$	(5,188,428	)

Basic and diluted weighted average shares of redeemable common stock		14,697,945

Basic and diluted net loss per share of redeemable common stock	$	(0.35	)

Non-redeemable common stock
Net loss attributable to redeemable common stock	$	(1,678,733	)

Basic and diluted weighted average shares of redeemable common stock		4,755,569

Basic and diluted net loss per share of redeemable common stock	$	(0.35	)

Concentration of Credit Risk

Fair Value of Financial Instruments

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.

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

See Note 4 for additional information on assets and liabilities measured at fair value.

Fair Value of Financial Instruments

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.


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

See Note 4 for additional information on assets and liabilities measure at fair value.

Accounting Pronouncements Recently Adopted

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

(“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) (“ASU 2020-06”)

to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates

ASU 2020-06 amends

the diluted earnings per share guidance, including the requirement to use the

if-converted method

for all convertible instruments.

ASU 2020-06 is

effective January 1, 2022 and was adopted by the Company on January 1, 2022 and the impact of adopting this ASU is immaterial to the financial statements.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

(“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) (“ASU 2020-06”)

to simplify accounting for certain financial instruments.

ASU 2020-06

ASU 2020-06 amends

the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments.

ASU 2020-06

is effective January 1, 2022 and was adopted by the Company on January 1, 2022 and the impact of adopting this ASU is immaterial to the financial statements.

Deferred Offering Costs

The Company complies with the requirements of the FASB ASC

340-10-S99-1

Note Payable — Related Party

Summary of Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

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

Schedule of estimated useful lives of our fixed assets


Computer equipment		3 Years
Furniture/Fixtures		3 Years
Vehicles		5 Years
Leasehold improvements		Remaining lease term

Schedule of disaggregates the company's revenue


	(in thousands) Three Months Ended March 31,
	2022		2021
Brand sponsorships	$	8,060	$	5,274
Content		4,681		3,274
Consumer products		403		559
Esports		2,426		717
Other		234		22

Total revenue	$	15,804	$	9,846


	(in thousands) Years Ended December 31,
	2021		2020
Brand sponsorships	$	24,867	$	16,520
Content		16,068		12,077
Consumer products		5,751		5,560
Esports		5,847		2,860
Other		319		149

Total revenue	$	52,852	$	37,166

Schedule of basic and diluted weighted-average shares of common stock outstanding


	Three Months Ended March 31,
	2022		2021
Warrants	$	292,790	$	292,790
Stock options		8,508,474		5,340,000
Unvested restricted stock awards		736,201		—
Convertible preferred stock		3,237,800		3,237,800

Total potentially dilutive common stock equivalents	$	12,775,265	$	8,870,590


	Years Ended December 31,
	2021		2020
Warrants	$	292,700	$	292,700
Stock options		8,576,098		5,340,000
Unvested restricted stock awards		602,647		—
Convertible preferred stock		3,237,800		3,237,800

Total potentially dilutive common stock equivalents	$	12,709,245	$	8,870,500

Schedule of consolidated statement of operations


	Year Ended December 31, 2020
	As previously reported		Revision adjustments			As revised
	(in thousands)
Revenues	$	38,211	$	(1,045	)	$	37,166
Cost of revenues		29,117		(1,045	)		28,072

Gross profit	$	9,094	$	—		$	9,094

Schedule of financial statements


	Year Ended December 31, 2020
	As previously reported		Revision adjustments			As revised
	(in thousands)
Brand Sponsorships	$	16,520	$	—		$	16,520
Content		12,077		—			12,077
Consumer Products		6,605		(1,045	)		5,560
Esports		2,860		—			2,860
Other		149		—			149

Total Revenue	$	38,211	$	(1,045	)		37,166

B. Riley Principal 150 Merger Corp.[Member]

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

Schedule of balance sheet are reconciled


Gross proceeds	$	172,500,000
Less:
Proceeds allocated to Public Warrants		(5,117,500	)
Issuance costs allocated to Class A common stock		(3,819,853	)
Plus:
Remeasurement of carrying value to redemption value		8,937,353

Class A common stock subject to possible redemption	$	172,500,000


Gross proceeds	$	172,500,000
Less:
Proceeds allocated to Public Warrants		(5,117,500	)
Issuance costs allocated to Class A common stock		(3,819,853	)
Plus:
Accretion of carrying value to redemption value		8,937,353

Class A common stock subject to possible redemption	$	172,500,000

Schedule of balance sheet are reconciled Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share


	Three Months Ended March 31,
	2022				2021
	Class A		Class B		Class A			Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income (loss)	$	1,877,445	$	455,627	$	(365,716	)	$	(221,884	)

Denominator:
Weighted average shares outstanding		17,770,000		4,312,500		7,108,000			4,312,500

Basic and diluted net income (loss) per share	$	0.11	$	0.11	$	(0.05	)	$	(0.05	)


	Year Ended December 31, 2021
Redeemable common stock
Net loss attributable to redeemable common stock	$	(5,188,428	)

Basic and diluted weighted average shares of redeemable common stock		14,697,945

Basic and diluted net loss per share of redeemable common stock	$	(0.35	)

Non-redeemable common stock
Net loss attributable to redeemable common stock	$	(1,678,733	)

Basic and diluted weighted average shares of redeemable common stock		4,755,569

Basic and diluted net loss per share of redeemable common stock	$	(0.35	)

Recurring Fair Value Measurements (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Recurring Fair Value Measurements [Line Items]

Schedule of fair value of initial measurement


		December 31, 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%


		December 31, 2020
Stock price		$0.53
Expected term		4 Years
Volatility		228.6%
Risk-free interest rate		1.9%
Dividend yield		0.0%

B. Riley Principal 150 Merger Corp.[Member]

Recurring Fair Value Measurements [Line Items]

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


	March 31, 2022		Quoted Prices In Active Markets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account (1)	$	172,532,601	$	172,532,601	$	—	$	—

		172,532,601		172,532,601		—		—

Liabilities:
Public Warrants	$	5,175,575	$	5,175,575	$	—	$	—
Private Placement Warrants		161,200		—		—		161,200

Warrant Liability	$	5,336,775	$	5,175,575	$	—	$	161,200


	December 31, 2021		Quoted Prices In Active Markets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account (1)	$	172,516,200	$	172,516,200	$	—	$	—

		172,516,200		172,516,200		—		—

Liabilities:
Public Warrants	$	8,337,500	$	8,337,500	$	—	$	—
Private Placement Warrants		261,733		—		—		261,733

Warrant Liability	$	8,599,233	$	8,337,500	$	—	$	261,733

(1)	The fair value of the investments held in the Trust Account approximates the carrying amounts primarily due to the short-term nature.


	December 31, 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	$	172,516,200	$	172,516,200	$	—	$	—

		172,516,200		172,516,200		—		—

Liabilities:
Public Warrants	$	8,337,500	$	8,337,500	$	—	$	—
Private Placement Warrants		261,733		—		—		261,733

Warrant Liability	$	8,599,233	$	8,337,500	$	—	$	261,733

Schedule of fair value of initial measurement


Input	March 31, 2022			December 31, 2021
Risk-free interest rate		2.40	%		1.30	%
Expected term (years)		5.30			5.50
Expected volatility		11.3	%		18.5	%
Exercise price	$	11.50		$	11.50
Dividend yield		0.0	%		0.0	%


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


Inputs	December 31, 2021
Risk-free interest rate		1.30	%
Expected term (years)		5.5
Expected volatility		18.5	%
Exercise price	$	11.50
Dividend yield		—

Schedule of change in fair value of level 3 warrant liabilities


Private warrant liability at January 1, 2022	$	261,733
Change in fair value of private warrant liability		(100,533	)

Private warrant liability at March 31, 2022	$	161,200


Warrant liability at January 1, 2021	$	—
Initial warrant liability at February 23,2021		5,276,966
Transfer of public warrants to Level 1		(5,117,500	)
Change in fair value of warrant liability		102,267

Warrant liability at December 31,2021	$	261,733

Commitments and Contingencies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Commitments and Contingencies (Tables) [Line Items]

Schedule of future minimum lease payment

Future minimum lease payments, which include non-cancelable operating leases at March 31, 2022, are as follows:


	(in thousands)
Years ending December 31,
2022 (remainder)	$	2,123
2023		2,895
2024		1,977
2025		5
Thereafter		3

Total minimum lease payment	$	7,003

Future minimum lease payments, which include non-cancelable operating leases at December 31, 2021, are as follows:


	(in thousands)
Years ending December 31,
2022	$	2,834
2023		2,895
2024		1,977
2025		5
2026		3

Total minimum lease payment	$	7,714

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Taxes (Tables) [Line Items]

Schedule of deferred tax asset

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


	(in thousands) Years Ended December 31,
	2021			2020
Deferred income tax assets:
Accrual to cash	$	—		$	3,971
Accrued bonus		3,156			189
Stock-based compensation		1,068			748
Deferred rent		2			22
Deferred revenue		2,211			311
Bad debt expense		121			100
Contributions		19			18
Depreciation		85			34
163(j) interest limitation		1,148			—
Warrants		47			—
Net operating losses		20,840			14,291

Total deferred income tax assets		28,697			19,684
Less: valuation allowance		(28,697	)		(18,570	)
Deferred income tax liabilities:
Amortization		—			(30	)
Depreciation		—			—
Accrual to cash		—			(1,084	)

Total deferred income tax liabilities		—			(1,114	)

Total deferred tax assets, net	$	—		$	—

Schedule of reconciliation of the Company's effective income tax rate

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


	(in thousands) Years Ended December 31,
	2021					2020
U.S. federal statutory income tax rate	$	(7,742	)	21.0	%	$	(6,043	)	21.0	%
State taxes, net of federal benefit		(2,542	)	6.9	%		(2,001	)	7.0	%
Non-deductible interest expense		—		0.0	%		—		0.0	%
Other non-deductible items		156		-0.4	%		35		-0.1	%
Valuation allowance		10,128		-27.5	%		8,009		-27.9	%

Income tax expense	$	—		0.0	%	$	—		0.0	%

B Riley Principal 150 Merger Corp [Member]

Income Taxes (Tables) [Line Items]

Schedule of deferred tax asset


	As of December 31,
	2021			2020
Deferred tax assets:
Accrued liabilities and other	$	8,663		$	—
Net operating loss carryforward		228,347			304

Total deferred tax assets		237,010			304
Valuation allowance		(237,010	)		(304	)

Net deferred tax asset	$	—		$	—

Schedule of the income tax provision


	Year Ended December 31, 2021			For the period from June 19, 2020 (Inception) through December 31, 2020
Current:
Federal	$	228,347		$	304
Deferred:
Federal		8,663			—

Total benefit		237,010			304
Valuation allowance		(237,010	)		(304	)

Total provision for income taxes	$	—		$	—

Schedule of reconciliation of the Company's effective income tax rate


	Year Ended December 31, 2021			from June 19, 2020 (Inception) through December 31, 2020
Benefit for income taxes at federal statutory rate		21.0	%		21.0	%
Offering costs associated with warrants recorded as a liability		(0.4	)%		—
Transaction costs not tax deductible		(7.0	)%		—
Change in fair value of warrants		(10.2	)%
Valuation allowance		(3.4	)%		(21.0	)%

Effective income tax rate		0.0	%		0.0	%

Property, Equipment and Leasehold Improvements (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

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

Schedule property, equipment and leasehold improvements


	(in thousands)
	March 31, 2022			December 31, 2021
Furniture/Fixtures	$	404		$	159
Computer equipment		3,301			708
Vehicles		106			106
Leasehold improvements		379			731

Subtotal		4,190			1,704
Less accumulated depreciation		(465	)		(779	)

Property, equipment and leasehold improvements, net	$	3,725		$	925


	(in thousands)
	December 31, 2021			December 31, 2020
Furniture/Fixtures	$	159		$	153
Computer equipment		708			306
Vehicles		106			106
Leasehold improvements		731			409

Subtotal		1,704			974
Less: Accumulated depreciation		(779	)		(297	)

Property, equipment and leasehold improvements, net	$	925		$	677

Intangibles Assets (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Intangibles Assets (Tables) [Line Items]

Schedule of intangible assets


			(in thousands)
As of March 31, 2022	Useful Life		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Website development		3 years	$	255	$	94	$	161
Talent acquisition		2 - 3 years		872		244		628

Intangible assets, net			$	1,127	$	338	$	789


			(in thousands)
As of December 31, 2021	Useful Life		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Website development		3 years	$	211	$	75	$	136
Talent acquisition		2 - 3 years		1,653		1,051		602

Intangible assets, net			$	1,864	$	1,126	$	738


			(in thousands)
	Useful Life		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
As of December 31, 2021
Website development		3 years	$	211	$	75	$	136
Talent acquisition		2 – 3 years		1,653		1,051		602

Intangible assets, net			$	1,864	$	1,126	$	738


			(in thousands)
	Useful Life		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
As of December 31, 2020
Website development		3 years	$	123	$	15	$	108
Talent acquisition		2 years		901		572		329

Intangible assets, net			$	1,024	$	587	$	437

Schedule of estimated future amortization of intangible assets


	(in thousands)
Years ending December 31,
2022 (remainder)	$	344
2023		295
2024		149
2025		1

Total future amortization of amortizable intangible assets	$	789


	(in thousands)
Years ending December 31,
2022	$	379
2023		265
2024		94

Total future amortization of amortizable intangible assets	$	738

Debt (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Debt (Tables) [Line Items]

Schedule of debt


	(in thousands)
As of March 31, 2022	Unpaid Principal		Short-term		Long-term		Unamortized Issuance Costs			Net Carrying Value
2022 B. Riley bridge loan	$	10,040	$	10,040	$	—	$	—		$	10,040
2021 Cox convertible promissory note		15,000		—		15,000		—			15,000
2021 Convertible promissory notes		675		—		675		—			675
2020 Secured convertible promissory note		55,000		—		55,000		(313	)		54,687
2020 Convertible promissory notes		2,525		2,025		500		—			2,525
2020 PPP loan		1,123		1,123		—		—			1,123
Other loans		—		—		—		—			—

Total principal amount outstanding	$	84,363	$	13,188	$	71,175	$	(313	)	$	84,050


	(in thousands)
As of December 31, 2021	Unpaid Principal		Short-term		Long- term		Unamortized Issuance Costs			Net Carrying Value
2021 Cox convertible promissory note	$	15,000	$	—	$	15,000	$	—		$	15,000
2021 Convertible promissory notes		675		—		675		—			675
2020 Secured convertible promissory note		55,000		—		55,000		(358	)		54,642
2020 Convertible promissory notes		2,525		2,025		500		—			2,525
2020 PPP loan		1,123		1,123		—		—			1,123
Other loans		37		—		37		—			37

Total principal amount outstanding	$	74,360	$	3,148	$	71,212	$	(358	)	$	74,002


	(in thousands)
	December 31, 2021			December 31, 2020
2021 Cox convertible promissory note	$	15,000		$	—
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		74,360			34,144

Less: Short-term debt		(3,148	)		(2,910	)
Less: Unamortized debt issuance costs		(358	)		(251	)

Long-term debt, net	$	70,854		$	30,983

Schedule of long-term debt maturities


Future Maturities
	(in thousands)
	Non- Convertible Debt		Convertible Debt		Total
Years ending December 31,
2022 (remainder)	$	11,163	$	2,025	$	13,188
2023		—		71,175		71,175
2024		—		—		—
2025		—		—		—
2026		—		—		—
Thereafter		—		—		—

	$	11,163	$	73,200	$	84,363


	(in thousands)
Years ending December 31,
2022	$	3,148
2023		71,175
2024		—
2025		—
2026		—
Thereafter		37

	$	74,360

Stock Compensation Expense (Tables)

3 Months Ended

Mar. 31, 2022

Stock Compensation Expense (Tables) [Line Items]

Schedule of stock-based compensation expense


	(in thousands) For the Three Months Ended
	March 31, 2022		March 31, 2021
	Stock-Based Compensation Expense		Stock-Based Compensation Expense
Stock options	$	56	$	—
Restricted stock awards		1,094		—

Total stock – based compensation expense	$	1,150	$	—

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

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

Schedule of accounts payable and accrued expenses


	(in thousands)
	December 31, 2021		December 31, 2020
Accounts payable	$	7,976	$	4,314
Accrued legal settlements		3,745		7,152
Accrued interest payable		5,517		195
Accrued transaction costs		3,995		—
Other accrued expenses		7,148		2,533

Total accounts payable and accrued expenses	$	28,381	$	14,194

Stock Compensation Expense and Warrants (Tables)

12 Months Ended

Dec. 31, 2021

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

Schedule of equity incentive plan

The following table contains information about the plan as of December 31, 2021:


	Awards Reserved for Issuance		Awards Outstanding		Awards Available for Grant
Amended 2019 Equity Incentive Plan		10,500,000		9,178,745		1,321,255

Schedule of stock option activity and related information

The following table summarizes the Company’s stock option activity and related information for the year ended December 31, 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 (In thousands)
Options outstanding as of December 31, 2020		5,340,000		$	5.00		18.8	$	—
Options granted		6,147,702			0.85
Options exercised		(42,184	)		0.85
Options forfeited		(387,421	)		0.85
Options cancelled		(2,420,000	)		4.97
Options expired		(61,999	)		0.85

Options outstanding as of December 31, 2021		8,576,098		$	1.23		10.83	$	138,479

Options vested and exercisable as of December 31, 2021		5,187,624		$	1.45		11.61	$	82,470

Schedule of fair value of options weighted-average granted


		December 31, 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%


		December 31, 2020
Stock price		$0.53
Expected term		4 Years
Volatility		228.6%
Risk-free interest rate		1.9%
Dividend yield		0.0%

Schedule of restricted stock awards activity and related information

The following table summarizes the Company’s restricted stock award activity and related information for the year ended December 31, 2021.


	Number of Shares		Weighted- Average Grant Date Fair Value Per Share
Nonvested restricted stock awards as of December 31, 2020		—	$	—
Granted		625,114		13.22
Vested		22,467		13.68
Forfeited		—		—

Nonvested restricted stock awards as of December 31, 2021		602,647	$	13.20

Schedule of warrant activity

The following table summarizes warrant activity for the years ended December 31, 2021 and 2020:


	Common Warrants
Warrants outstanding as of January 1, 2020		618,631
Warrants granted and vested		36,202

Warrants outstanding as of December 31, 2020		654,833
Warrants granted and vested		—

Warrants outstanding as of December 31, 2021		654,833

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

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
	Weighted- Average Exercise Price		Weighted- Average Fair Value
Common Stock Warrants – Non-employees	$	0.01	$	0.53

Schedule of stock-based 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 Years Ended
	December 31, 2021		December 31, 2020
	Stock-Based Compensation Expense		Stock-Based Compensation Expense
Stock options	$	695	$	—
Restricted stock awards		942		—
Common stock warrants – Non-employee		—		20

Total stock – based compensation expense	$	1,637	$	20

Tax benefit related to stock based compensation expense	$	—	$	—

Tax benefit realized from stock options exercised	$	—	$	—

Organization and Nature of Business Operations (Details) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Feb. 23, 2021	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Organization and Nature of Business Operations (Details) [Line Items]
Public share par value (in Dollars per share)		$ 0.00001	$ 0.00001	$ 0.00001
B Riley Principal 150 Merger Corp [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Price per share (in Dollars per share)		$ 11.5	$ 11.5
Percentage of gross proceeds			3.50%
Borrowing amount		$ 300,000	$ 300,000
Note payable due to related party		40,000	40,000
Proceeds of initial public offering		172,500,000	172,500,000
Pay its expenses only from net proceeds		$ 85,204	43,324
Description of transaction		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 (the “Amended Charter”) 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 by February 23, 2023; or (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the Initial Business Combination by February 23, 2023 (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”).
Pay dissolution expenses		$ 100,000	100,000
Net tangible assets		5,000,001
Pay franchise and income taxes		100,000	100,000
Public offering cost	$ 172,500,000
Class A common shares (in Dollars per share)	$ 10
Operating bank account		85,204	43,324
Cash and cash equivalents		172,532,601	172,516,200
Working capital		3,053,182	1,957,395
Tax payable		$ 50,000	200,000
Obligation to redeem percentage		100.00%
Public Offering [Member] \| B Riley Principal 150 Merger Corp [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	$ 3,450,000
Percentage of gross proceeds		2.00%	2.00%
Other offering costs		$ 485,257	$ 485,257
Public share par value (in Dollars per share)		$ 0.0001	$ 0.0001
Proceeds of initial public offering		$ 172,500,000	$ 172,500,000
Over-allotment option [Member] \| B Riley Principal 150 Merger Corp [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Shares sold (in Shares)	2,250,000
Private Placement Units [Member] \| B Riley Principal 150 Merger Corp [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	$ 5,200,000
Public Units [Member] \| B Riley Principal 150 Merger Corp [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Shares sold (in Shares)	17,250,000		17,250,000
Gross proceeds		$ 172,500,000	$ 172,500,000
Business Combination [Member] \| B Riley Principal 150 Merger Corp [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Net assets held in the trust account, percentage		80.00%

Summary of Significant Accounting Policies (Details) - USD ($)			1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Jan. 01, 2022	Jan. 02, 2021	Feb. 23, 2021	Mar. 31, 2022	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jul. 19, 2021	Jun. 30, 2021	Jun. 19, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Liquid instruments							90 days
Allowance for doubtful accounts					$ 400,000	$ 400,000	$ 400,000
Estimated useful life						3 years
Foreign currency transaction losses						$ 800,000	800,000
Contract liability	$ 3,000,000	$ 1,100,000
Advertising revenues						4,500,000
Expenses advertising costs						$ 65,416	$ 65,416
Expected dividend yield						0.00%	0.00%
Unrecognized tax benefits federal						3 years
Unrecognized tax benefits state						4 years
Vested warrants outstanding (in Shares)				754,833		754,833
Segment				1		1
Customer discounts					800,000		$ 800,000
Customer returns					200,000		$ 200,000
Purchase of warrants (in Shares)								1,000,000
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Payment terms		30 days
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Payment terms		45 days
Three Customers [Member] \| Accounts Receivable [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentrations of risks percentage						49.00%
Two Customer [Member] \| Accounts Receivable [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentrations of risks percentage							45.00%
One Customers [Member] \| Revenues [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentrations of risks percentage						12.00%	10.00%
B. Riley Principal 150 Merger Corp.[Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Investments held in trust account				$ 172,532,601		$ 172,516,200
Common stock shares sold (in Shares)						17,250,000
Class A common stock subject to possible redemption shares (in Shares)				8,937,353
Class A common stock subject to possible redemption share value				$ 8,888,285					$ 49,068
Warrants issued (in Shares)				5,923,333		5,923,333
Common stock per share (in Dollars per share)						$ 11.5
Common shares issues for outstanding warrants (in Shares)				5,923,333		5,923,333
Federal Depository insurance coverage				$ 250,000		$ 250,000
Expected dividend yield				0.00%		0.00%
Deferred offering costs					80,000		$ 80,000
Public offering costs					$ 485,257		$ 485,257
Deferred underwriting discount			$ 3,450,000
Public offering expense						$ 300,000
Note Payable balance			$ 40,000
Purchase of warrants (in Shares)										4,312,500
Basic and diluted earnings per share (in Dollars per share)					$ 0
Shares outstanding (in Shares)					4,312,500		4,312,500
B. Riley Principal 150 Merger Corp.[Member] \| Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrants issued (in Shares)				5,750,000
Issuance of warrants (in Shares)						5,750,000
B. Riley Principal 150 Merger Corp.[Member] \| Private Placement Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrants issued (in Shares)				173,333
Issuance of warrants (in Shares)						173,333
B. Riley Principal 150 Merger Corp.[Member] \| Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrants issued (in Shares)			5,923,333
Issuance of warrants (in Shares)						5,923,333
B. Riley Principal 150 Merger Corp.[Member] \| Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Purchase of warrants (in Shares)						5,923,333
One Vendor [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentrations of risks percentage						17.00%	20.00%
One Vendor [Member] \| Accounts Payable [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentrations of risks percentage						30.00%	23.00%
One Independent Contractor [Member] \| Revenues [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentrations of risks percentage						22.00%	16.00%
Class A Common Stock \| B. Riley Principal 150 Merger Corp.[Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock shares sold (in Shares)				17,250,000
Common stock per share (in Dollars per share)			$ 11.5

Summary of Significant Accounting Policies (Details) - Schedule of balance sheet are reconciled - B. Riley Principal 150 Merger Corp.[Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule of balance sheet are reconciled [Line Items]
Gross proceeds	$ 172,500,000	$ 172,500,000
Proceeds allocated to Public Warrants	(5,117,500)	(5,117,500)
Issuance costs allocated to Class A common stock	(3,819,853)	(3,819,853)
Remeasurement of carrying value to redemption value	8,937,353	8,937,353
Class A common stock subject to possible redemption	$ 172,500,000	$ 172,500,000

Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Denominator:
Basic and diluted net income (loss) per share	$ (1.03)	$ (0.7)		$ (4.28)	$ (3.62)
B. Riley Principal 150 Merger Corp.[Member]
Numerator:
Allocation of net income (loss)				$ (5,188,428)
Denominator:
Basic and diluted net income (loss) per share				$ (0.35)
Class A [Member] \| B. Riley Principal 150 Merger Corp.[Member]
Numerator:
Allocation of net income (loss)	$ 1,877,445	$ (365,716)
Denominator:
Weighted average shares outstanding	17,770,000	7,108,000
Basic and diluted net income (loss) per share	$ 0.11	$ (0.05)		(0.35)
Class B [Member] \| B. Riley Principal 150 Merger Corp.[Member]
Numerator:
Allocation of net income (loss)	$ 455,627	$ (221,884)
Denominator:
Weighted average shares outstanding	4,312,500	4,312,500
Basic and diluted net income (loss) per share	$ 0.11	$ (0.05)	$ 0	$ (0.35)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net loss per share - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Non-redeemable common stock
Basic and diluted weighted average shares of redeemable common stock	9,268,822	8,151,888	8,619,131	7,941,652
Basic and diluted net loss per share of redeemable common stock	$ (1.03)	$ (0.7)	$ (4.28)	$ (3.62)
B. Riley Principal 150 Merger Corp.[Member]
Redeemable common stock
Net loss attributable to redeemable common stock			$ (5,188,428)
Basic and diluted weighted average shares of redeemable common stock			14,697,945
Basic and diluted net loss per share of redeemable common stock			$ (0.35)
Non-redeemable common stock
Net loss attributable to redeemable common stock			$ (1,678,733)
Basic and diluted weighted average shares of redeemable common stock			4,755,569
Basic and diluted net loss per share of redeemable common stock			$ (0.35)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

+ Details

Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of our fixed assets	12 Months Ended
	Dec. 31, 2021
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, Equipment	3 years
Furniture/Fixtures [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property, Equipment	3 years
Vehicles [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property, Equipment	5 years

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted weighted-average shares of common stock outstanding - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrants $	$ 292,790	$ 292,790	$ 292,700	$ 292,700
Stock options	8,508,474	5,340,000	8,576,098	5,340,000
Unvested restricted stock awards	736,201		602,647
Convertible preferred stock	3,237,800	3,237,800	3,237,800	3,237,800
Total potentially dilutive common stock equivalents $	$ 12,775,265	$ 8,870,590	$ 12,709,245	$ 8,870,500

Summary of Significant Accounting Policies (Details) - Schedule of disaggregates the company's revenue - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Total revenue	$ 15,804	$ 9,846	$ 52,852	$ 37,166
Brand sponsorships [Member]
Segment Reporting Information [Line Items]
Total revenue	8,060	5,274	24,867	16,520
Content [Member]
Segment Reporting Information [Line Items]
Total revenue	4,681	3,274	16,068	12,077
Consumer products [Member]
Segment Reporting Information [Line Items]
Total revenue	403	559	5,751	5,560
Esports [Member]
Segment Reporting Information [Line Items]
Total revenue	2,426	717	5,847	2,860
Other [Member]
Segment Reporting Information [Line Items]
Total revenue	$ 234	$ 22	$ 319	$ 149

- Definition

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).

+ References

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-Subparagraph (SX 210.5-03(1))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Summary of Significant Accounting Policies (Details) - Schedule of financial statements - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Condensed Financial Statements, Captions [Line Items]
Total Revenue	$ 15,804	$ 9,846	$ 52,852	$ 37,166
As Previously reported [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue				38,211
Revision adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue				(1,045)
As revised [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue				37,166
Brand sponsorships [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	8,060	5,274	24,867	16,520
Brand sponsorships [Member] \| As Previously reported [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue				16,520
Brand sponsorships [Member] \| Revision adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue
Brand sponsorships [Member] \| As revised [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue				16,520
Content [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	4,681	3,274	16,068	12,077
Content [Member] \| As Previously reported [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue				12,077
Content [Member] \| Revision adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue
Content [Member] \| As revised [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue				12,077
Consumer products [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	403	559	5,751	5,560
Consumer products [Member] \| As Previously reported [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue				6,605
Consumer products [Member] \| Revision adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue				(1,045)
Consumer products [Member] \| As revised [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue				5,560
Esports [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	2,426	717	5,847	2,860
Esports [Member] \| As Previously reported [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue				2,860
Esports [Member] \| Revision adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue
Esports [Member] \| As revised [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue				2,860
Other [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	$ 234	$ 22	$ 319	149
Other [Member] \| As Previously reported [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue				149
Other [Member] \| Revision adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue
Other [Member] \| As revised [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue				$ 149

Summary of Significant Accounting Policies (Details) - Schedule of consolidated statement of operations - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Condensed Income Statements, Captions [Line Items]
Revenues	$ 15,804	$ 9,846	$ 52,852	$ 37,166
Gross profit	$ 4,039	$ 2,246	$ 11,299	9,094
As Previously reported [Member]
Condensed Income Statements, Captions [Line Items]
Revenues				38,211
Cost of revenues				29,117
Gross profit				9,094
Revision adjustments [Member]
Condensed Income Statements, Captions [Line Items]
Revenues				(1,045)
Cost of revenues				(1,045)
Gross profit
As revised [Member]
Condensed Income Statements, Captions [Line Items]
Revenues				37,166
Cost of revenues				28,072
Gross profit				$ 9,094

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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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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-Name Accounting Standards Codification
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-Paragraph 1A
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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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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Related Party Transactions (Details) - USD ($)		3 Months Ended		6 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 10, 2022	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jul. 19, 2021	Jun. 19, 2021	Feb. 23, 2021	Feb. 19, 2021	Jun. 18, 2020
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)							1,000,000
Loan payables to related parties				$ 500,000		$ 500,000
Accounts receivables		$ 600,000		$ 700,000	$ 500,000	700,000
Expenses related to arrangements		$ 200,000	$ 200,000
B. Riley Principal 150 Merger Corp.[Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)								4,312,500
Sale of stock, price per share (in Dollars per share)		$ 11.5			$ 11.5
Percentage of public offering (in Dollars per share)		$ 3.5
Office space for per month									$ 3,750	$ 3,750
Administrative fees payable		$ 52,400			$ 41,150
Borrowing amount		300,000			300,000
Note payable balance									40,000
Loan payables to related parties	$ 10,000,000
Final term loan	$ 10,000,000
Accrues interest percentage	7.00%
Principal amount outstanding	$ 10
Advances of operating expenses		647,500			191,250	998
Advances of working capital		445,000
Advance of administrative fees		11,250			$ 41,150
Working capital loans		$ 1,500,000
Units at a price per unit (in Dollars per share)		$ 10			$ 10
Percentage of public offering					3.50%
Offering costs expense									$ 43,495
B. Riley Principal 150 Merger Corp.[Member] \| Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Percentage of outstanding shares				20.00%	20.00%
Over-Allotment Option [Member] \| B. Riley Principal 150 Merger Corp.[Member]
Related Party Transactions (Details) [Line Items]
Underwriter's amount		$ 6,037,500			$ 6,037,500
Common Class B [Member] \| B. Riley Principal 150 Merger Corp.[Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)											4,312,500
Common Class A [Member] \| Founder Shares [Member] \| B. Riley Principal 150 Merger Corp.[Member]
Related Party Transactions (Details) [Line Items]
Sale of stock, price per share (in Dollars per share)								$ 12			$ 12
FaZe's founders [Member]
Related Party Transactions (Details) [Line Items]
Accounts receivables		$ 100,000			100,000
Co-founders [Member]
Related Party Transactions (Details) [Line Items]
Expenses related to arrangements					$ 700,000	$ 900,000

Recurring Fair Value Measurements (Details)	3 Months Ended
Recurring Fair Value Measurements (Details)	Mar. 31, 2022 USD ($)
B. Riley Principal 150 Merger Corp.[Member]
Recurring Fair Value Measurements [Line Items]
Change in decrease in fair value	$ (100,533)

Recurring Fair Value Measurements (Details) - Schedule of fair value, assets and liabilities measured on recurring basis - B. Riley Principal 150 Merger Corp.[Member] - USD ($)

Mar. 31, 2022

Dec. 31, 2021

Assets:

Investments held in Trust Account

^[1]

$ 172,532,601

$ 172,516,200

Assets

172,532,601

172,516,200

Liabilities:

Public Warrants

5,175,575

8,337,500

Private Placement Warrants

161,200

261,733

Warrant Liability

5,336,775

8,599,233

Quoted Prices In Active Markets (Level 1) [Member]

Assets:

Investments held in Trust Account

^[1]

172,532,601

172,516,200

Assets

172,532,601

172,516,200

Liabilities:

Public Warrants

5,175,575

8,337,500

Private Placement Warrants

Warrant Liability

5,175,575

8,337,500

Other Observable Inputs (Level 2) [Member]

Assets:

Investments held in Trust Account

^[1]

Assets

Liabilities:

Public Warrants

Private Placement Warrants

Warrant Liability

Significant Unobservable Inputs (Level 3) [Member]

Assets:

Investments held in Trust Account

^[1]

Assets

Liabilities:

Public Warrants

Private Placement Warrants

161,200

261,733

Warrant Liability

$ 161,200

$ 261,733

[1]	The fair value of the investments held in the Trust Account approximates the carrying amounts primarily due to the short-term nature.

Recurring Fair Value Measurements (Details) - Schedule of fair value of initial measurement - $ / shares	1 Months Ended	3 Months Ended	12 Months Ended
	Feb. 23, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Recurring Fair Value Measurements (Details) Schedule of fair value of initial measurement [Line Items]
Risk-free interest rate				1.90%
Expected term (years)				4 years
Expected volatility				228.60%
Dividend yield			0.00%	0.00%
B. Riley Principal 150 Merger Corp.[Member]
Recurring Fair Value Measurements (Details) Schedule of fair value of initial measurement [Line Items]
Risk-free interest rate	0.90%	2.40%	1.30%
Expected term (years)	6 years 4 months 24 days	5 years 3 months 18 days	5 years 6 months
Expected volatility	14.00%	11.30%	18.50%
Exercise price (in Dollars per share)	$ 11.5	$ 11.5	$ 11.5
Dividend yield		0.00%	0.00%

Recurring Fair Value Measurements (Details) - Schedule of change in fair value of level 3 warrant liabilities - B. Riley Principal 150 Merger Corp.[Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule of change in fair value of level 3 warrant liabilities [Line Items]
Warrant liability at January 1, 2021	$ 261,733	$ 0
Private warrant liability at January 1, 2022	261,733
Initial warrant liability at February 23,2021		5,276,966
Transfer of public warrants to Level 1		(5,117,500)
Change in fair value of private warrant liability	(100,533)	102,267
Private warrant liability at March 31, 2022	$ 161,200	261,733
Warrant liability at December 31,2021		$ 261,733

Commitments (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
Commitments (Details) - USD ($) $ in Millions	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Commitments (Details) [Line Items]
Rent expenses	$ 0.5	$ 0.3	$ 1.4	$ 1.5

Warrants (Details) - B. Riley Principal 150 Merger Corp.[Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Warrants (Details) [Line Items]
Warrants expire term	5 years	5 years
Price per share	$ 0.01	$ 0.01
Warrants description	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 by February 23, 2023.	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.
Common Class A [Member]
Warrants (Details) [Line Items]
Price per share	$ 18	$ 18

Stockholders' Equity (Details) - USD ($)	3 Months Ended	12 Months Ended
Stockholders' Equity (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Jul. 06, 2021	Dec. 31, 2020
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	31,900,878	31,900,878		31,900,878
Common stock par value (in Dollars per share)	$ 0.00001	$ 0.00001		$ 0.00001
Common stock, shares issued	8,540,558	8,461,706		7,397,055
Preferred stock, shares authorized	3,545,529	3,545,529		3,545,529
Preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001		$ 0.00001
Preferred stock, shares issued	3,237,800	3,237,800
Preferred stock, shares outstanding	3,237,800	3,237,800		3,237,800
Common stock, shares outstanding	8,540,558	8,461,706		7,397,055
Dividend rights, description		There are no cumulative dividend rights on the preferred shares.
Common stock, description		the Company issued 1,064,651 shares of common stock, which includes 1,000,000 shares issued to Richard G. Bengtson II to settle litigation claims as further described in Note 11, Litigation. In 2020, the Company issued 200,000 shares of common stock as interest payment to Bridging for $0.1 million, reflected in Interest expense, net for the year ended December 31, 2020.
Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized			31,900,878
Common stock par value (in Dollars per share)			$ 0.0001
Common stock, shares issued	8,540,558	8,461,706		7,397,055
Common stock, shares outstanding	8,540,558	8,461,706		7,397,055
B Riley Principal 150 Merger Corp [Member]
Stockholders' Equity (Details) [Line Items]
Common stock voting rights	Holders of the Company’s common stock are entitled to one vote for each share of common stock.	one
Common Stock, Conversion Basis		At March 31, 2022 and December 31, 2021, there were 17,770,000 shares of Class A common stock issued and outstanding. Of the 17,770,000 shares of Class A common stock, 17,250,000 shares of Class A common stock issued in the Public Offering are classified as temporary equity at March 31, 2022 and December 31, 2021 since they are subject to possible redemption as more fully described in Notes 1 and 2.
Preferred stock, shares authorized	1,000,000	1,000,000		1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Share price per share (in Dollars per share)	$ 10	$ 10
Preferred stock, shares issued
Preferred stock, shares outstanding
Temporary equity (in Dollars)	$ 8,937,353	$ 8,937,353
B Riley Principal 150 Merger Corp [Member] \| Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock par value (in Dollars per share)			$ 0.00001
Common Class A [Member] \| B Riley Principal 150 Merger Corp [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	100,000,000	100,000,000		100,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares issued	520,000	520,000		0
Common stock, shares outstanding	520,000	520,000		0
Common Class B [Member] \| B Riley Principal 150 Merger Corp [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	10,000,000	10,000,000		10,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares issued	4,312,500	4,312,500		4,312,500
Common stock, shares outstanding	4,312,500	4,312,500		4,312,500
Series A Preferred Stock [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized	3,545,529	3,545,529
Share price per share (in Dollars per share)	$ 0.00001	$ 0.00001
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	$ 25,000,000
Temporary equity (in Dollars)	$ 33,700,000	$ 33,700,000

Proposed Business Combination (Details) - B. Riley Principal 150 Merger Corp.[Member] - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Merger agreement, description		the Company entered into subscription agreements with investors (including investors related to or affiliated with the Sponsor and an investor related to or affiliated with existing FaZe stockholders) for an aggregate investment $118,000,000 (the “PIPE Investment”). The closing of the PIPE Investment is conditioned upon, among other things, (i) the satisfaction or waiver of all conditions precedent to the Business Combination and the substantially concurrent consummation of the Business Combination, (ii) the accuracy of all representations and warranties of the Company and the PIPE Investors in the Subscription Agreements, subject to certain bring-down standards, and (iii) the satisfaction of all covenants, agreements, and conditions required to be performed by the Company and the PIPE Investors pursuant to the Subscription Agreements. 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.
Business combination, equity value	$ 987	$ 987
Issue to stockholders shares	67,023,763	67,023,763
Deemed per share price	$ 10	$ 10
Aggregate earnout consideration percentage	6.00%	6.00%
Vesting conditions term	5 years	5 years
Business combination, description	At the Effective Time, each outstanding share of FaZe common stock (including shares of FaZe common stock issued as a result of the Company Conversion) will be automatically converted into the right to receive such number of shares of New FaZe common stock of equal to the Exchange Ratio and such number of shares of New FaZe common stock equal to the Earn-Out Exchange Ratio (which earn-out shares are subject to forfeiture following the completion of the Business Combination if certain price-based vesting conditions are not met during the five-year period beginning on the date that is 90 days after the Closing and ending on the fifth anniversary of the Closing Date) (the “Per Share Merger Consideration”). The “Exchange Ratio” is the quotient obtained by dividing 65,000,000 shares by the fully-diluted number of shares of FaZe common stock outstanding immediately prior to the Effective Time (excluding certain shares, as determined in accordance with the Merger Agreement). BRPM presently estimates that the Exchange Ratio will be approximately 2.30. The “Earn-Out Exchange Ratio” is the quotient obtained by dividing (x) 6% of the total number of shares of New FaZe common stock that are issued and outstanding as of immediately after the Closing by (y)the fully-diluted number of shares of FaZe common stock outstanding immediately prior to the Effective Time (as determined in accordance with the Merger Agreement). BRPM presently estimates that the Earn-Out Exchange Ratio will be approximately 0.23, assuming no redemptions by Public Stockholders.	At the Effective Time, each outstanding share of FaZe common stock (including shares of FaZe common stock issued as a result of the Company Conversion) will be automatically converted into the right to receive such number of shares of New FaZe common stock of equal to the Exchange Ratio and such number of shares of New FaZe common stock equal to the Earn-Out Exchange Ratio (which earn-out shares are subject to forfeiture following the completion of the Business Combination if certain price-based vesting conditions are not met during the five-year period beginning on the date that is 90 days after the Closing and ending on the fifth anniversary of the Closing Date) (the “Per Share Merger Consideration”). The “Exchange Ratio” is the quotient obtained by dividing 65,000,000 shares by the fully-diluted number of shares of FaZe common stock outstanding immediately prior to the Effective Time (excluding certain shares, as determined in accordance with the Merger Agreement). BRPM presently estimates that the Exchange Ratio will be approximately 2.30. The “Earn-Out Exchange Ratio” is the quotient obtained by dividing (x) 6% of the total number of shares of New FaZe common stock that are issued and outstanding as of immediately after the Closing by (y)the fully-diluted number of shares of FaZe common stock outstanding immediately prior to the Effective Time (as determined in accordance with the Merger Agreement). BRPM presently estimates that the Earn-Out Exchange Ratio will be approximately 0.23, assuming no redemptions by Public Stockholders.
Options vested percentage	75.00%	75.00%
Options net share		1

Subsequent Events (Details) - USD ($) $ in Thousands	1 Months Ended
Subsequent Events (Details) - USD ($) $ in Thousands	Apr. 27, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsequent Events (Details) [Line Items]
Term loan closing Final		$ 84,363	$ 74,360	$ 34,144
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Aggregate principal amount		$ 20,000
Interest rate		7.00%
Term loan closing Final		$ 10,000
Term loan closing initial	$ 10,000

Income Taxes (Details) - USD ($)		3 Months Ended	12 Months Ended
Income Taxes (Details) - USD ($)	Mar. 27, 2020	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes (Details) [Line Items]
Realized percentage		50.00%		50.00%
Net operating losses description			The Company has incurred net operating losses (“NOLs”) in previous years. At December 31, 2021, the Company had generated federal NOLs of approximately $73.3 million and state NOLs of approximately $78.0 million. Federal NOLs in the amount of $1.0 million are subject to expiration and will begin to expire in 2036. The remaining $72.3 million of federal NOLs can be carried forward indefinitely. All state NOLs of $78.0 million are subject to limitation and are set to begin to expire in 2038. The utilization of the Company’s NOLs are subject to annual Internal Revenue Code Section 382 limitations. The Company has not yet completed an IRC Sec. 382 study as of December 31, 2021.
B Riley Principal 150 Merger Corp [Member]
Income Taxes (Details) [Line Items]
Net operating loss carryforwards			$ 1,087,367	$ 1,448
Net operating loss carryforwards, description	President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019, and 2020 to the five prior years, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent, and allows businesses to immediately expense the full cost of Qualified Improvement Property, retroactive to tax years beginning on or after January 1, 2018.

Income Taxes (Details) - Schedule of the income tax provision - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Deferred:
Total provision for income taxes
B Riley Principal 150 Merger Corp [Member]
Current:
Federal	$ 304	228,347
Deferred:
Federal		8,663
Total benefit	304	237,010
Valuation allowance	(304)	(237,010)	$ (304)
Total provision for income taxes

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes (Details) - Schedule of deferred tax asset - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Accrued liabilities and other	$ 3,156,000	$ 189,000
Total deferred tax assets	28,697,000	19,684,000
Net deferred tax asset	28,697,000	18,570,000
B Riley Principal 150 Merger Corp [Member]
Deferred tax assets:
Accrued liabilities and other	8,663
Net operating loss carryforward	228,347	304
Total deferred tax assets	237,010	304
Valuation allowance	(237,010)	(304)
Net deferred tax asset

Income Taxes (Details) - Schedule of reconciliation of the Company's effective income tax rate	6 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Effective Income Tax Rate Reconciliation [Line Items]
Benefit for income taxes at federal statutory rate		21.00%	21.00%
Transaction costs not tax deductible		(0.40%)	(0.10%)
Valuation allowance		(27.50%)	(27.90%)
Effective income tax rate		0.00%	0.00%
B Riley Principal 150 Merger Corp [Member]
Schedule Of Effective Income Tax Rate Reconciliation [Line Items]
Benefit for income taxes at federal statutory rate	21.00%	21.00%
Offering costs associated with warrants recorded as a liability		(0.40%)
Transaction costs not tax deductible		(7.00%)
Change in fair value of warrants		(10.20%)
Valuation allowance	(21.00%)	(3.40%)
Effective income tax rate	0.00%	0.00%

Description of The Business (Details) $ in Millions	3 Months Ended
Description of The Business (Details) $ in Millions	Mar. 31, 2022 USD ($)
Description of The Business (Details) [Line Items]
Borrowing aggregate principal amount	$ 20

Property, Equipment and Leasehold Improvements (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Property, Equipment and Leasehold Improvements (Details) [Line Items]
Depreciation expense	$ 0.1	$ 0.1	$ 0.5	$ 0.3

Property, Equipment and Leasehold Improvements (Details) - Schedule property, equipment and leasehold improvements - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Subtotal	$ 4,190	$ 1,704	$ 974
Less accumulated depreciation	(465)	(779)	(297)
Property, equipment and leasehold improvements, net $	3,725	925	677
Furniture/Fixtures [Member]
Property, Plant and Equipment [Line Items]
Subtotal	404	159	153
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Subtotal	3,301	708	306
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Subtotal	106	106	106
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 379	$ 731	$ 409

Intangibles Assets (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
Intangibles Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Intangibles Assets (Details) [Line Items]
Amortization expense	$ 100	$ 100	$ 500	$ 500
Fully amortized from intangible assets	789		$ 738
Intangible Assets [Member]
Intangibles Assets (Details) [Line Items]
Fully amortized from intangible assets	$ 900

Intangibles Assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value		$ 1,864	$ 1,024
Accumulated Amortization		1,126	587
Net Carrying Value	$ 84,363	$ 738	$ 437
Website development [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life	3 years	3 years	3 years
Gross Carrying Value	$ 255	$ 211	$ 123
Accumulated Amortization	94	75	15
Net Carrying Value	161	136	$ 108
Talent acquisition [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life			2 years
Gross Carrying Value	872	1,653	$ 901
Accumulated Amortization	244	1,051	572
Net Carrying Value	$ 628	$ 602	$ 329
Talent acquisition [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life	2 years	2 years
Talent acquisition [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life	3 years	3 years
Intangible assets, net [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 1,127	$ 1,864
Accumulated Amortization	338	1,126
Net Carrying Value	$ 789	$ 738

Intangibles Assets (Details) - Schedule of estimated future amortization of intangible assets - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Intangibles Assets (Details) - Schedule of estimated future amortization of intangible assets [Line Items]
2022 (remainder) $	$ 344
2023/2022	295	$ 379
2024/2023	149	265
2025/2024	1	94
Total future amortization of amortizable intangible assets $	$ 789	$ 738

Debt (Details) - USD ($) $ in Millions		1 Months Ended					3 Months Ended		12 Months Ended
Debt (Details) - USD ($) $ in Millions	May 01, 2020	Oct. 31, 2021	Aug. 31, 2021	Dec. 31, 2020	May 31, 2020	Oct. 31, 2019	Mar. 31, 2022	Aug. 31, 2021	Dec. 31, 2021	May 31, 2022	Feb. 01, 2022	Jul. 19, 2021
Debt (Details) [Line Items]
Long-term debt maturity							5 years
Conversion price, percentage								90.00%
Combined common stock shares (in Shares)												1,000,000
Interest expense							$ 1.9
Contractual interest expense							1.8
Amortization of debt issuance costs.							0.1
Common stock value issued
Minimum [Member]
Debt (Details) [Line Items]
Total shares of capital stock							200.0
Maximum [Member]
Debt (Details) [Line Items]
Total shares of capital stock							$ 250.0
Subsequent Event [Member]
Debt (Details) [Line Items]
Interest accrued, percentage							7.00%
Aggregate principal amount							$ 20.0
2022 B. Riley Term Loan [Member]
Debt (Details) [Line Items]
Convertible promissory notes							10.0
Gross proceeds							10.0
Purchase of additional units							$ 10.0
Interest accrued, percentage							7.00%
2021 Cox Convertible Promissory Notes [Member]
Debt (Details) [Line Items]
Convertible promissory notes			$ 10.0					$ 10.0
Gross proceeds			15.0					$ 15.0
Purchase of additional units		$ 5.0	$ 15.0
Interest accrued, percentage			4.00%				10.00%	4.00%	10.00%
Promissory notes			$ 10.0					$ 10.0
Conversion price, percentage			50.00%
Aggregate principal amount		5.0	$ 5.0					5.0
Outstanding debt							$ 250.0		$ 250.0
Number of shares outstanding							25.0		$ 25.0
Enterprise value								$ 250.0
Equity securities percentage			50.00%					50.00%
Convertible Promissory Note [Member]
Debt (Details) [Line Items]
Interest accrued, percentage			4.00%					4.00%
Conversion price, percentage								90.00%
Enterprise value								$ 250.0
Bear interest percentage				4.00%
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member]
Debt (Details) [Line Items]
Purchase of additional units		$ 36.7
Secured convertible promissory notes							91.7
Investors total							$ 55.0
Purchase agreement description							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”)
Bear interest rate							10.00%
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] \| Minimum [Member]
Debt (Details) [Line Items]
Combined common stock shares (in Shares)											523,763
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] \| Maximum [Member]
Debt (Details) [Line Items]
Combined common stock shares (in Shares)											4,800,000
2020 Convertible promissory notes [Member]
Debt (Details) [Line Items]
Convertible promissory notes							$ 2.5
Paycheck Protection Program Loan ("PPP Loan") [Member]
Debt (Details) [Line Items]
Business administration principal amount					$ 1.1
Maturity date loan							2 years
Paycheck Protection Program Loan ("PPP Loan") [Member] \| Subsequent Event [Member]
Debt (Details) [Line Items]
Bear interest percentage										1.00%
2021 Convertible Promissory Note [Member]
Debt (Details) [Line Items]
Promissory notes			$ 0.7					$ 0.7
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member]
Debt (Details) [Line Items]
Purchase of additional units				$ 36.7
Secured convertible promissory notes				91.7
Investors total				$ 55.0
Purchase agreement description									(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.
Bear interest rate									10.00%
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] \| Minimum [Member]
Debt (Details) [Line Items]
Combined common stock shares (in Shares)		523,763
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] \| Maximum [Member]
Debt (Details) [Line Items]
Combined common stock shares (in Shares)		4,800,000
Two Zero Two Zero Convertible Promissory Notes [Member]
Debt (Details) [Line Items]
Convertible promissory notes									$ 2.5
Bear interest percentage				4.00%
Two Zero Two Zero Convertible Promissory Notes [Member] \| Minimum [Member]
Debt (Details) [Line Items]
Total shares of capital stock									200.0
Two Zero Two Zero Convertible Promissory Notes [Member] \| Maximum [Member]
Debt (Details) [Line Items]
Total shares of capital stock									$ 250.0
Two Zero Two Zero Paycheck Protection Program Loan ("PPP Loan") [Member]
Debt (Details) [Line Items]
Bear interest percentage	1.00%
Business administration principal amount	$ 1.1
Two Zero One Nine Term Loan Facility ("Term Loan") [Member]
Debt (Details) [Line Items]
Loan amount						$ 30.0
Loan matures						24 months
Interest loan percentage						4.05%
Common stock value issued						$ 0.1

Debt (Details) - Schedule of debt - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt (Details) - Schedule of debt [Line Items]
Other loans Unamortized Issuance	$ 0	$ 37
Other loans Short-term	0	0
Other loans Long-term	0	37
Other loans Unamortized Issuance	0	0
Other loans Net Carrying Unamortized	0	37
Total principal amount outstanding Unamortized Issuance	84,363	74,360	34,144
Total principal amount outstanding Short-term	13,188	3,148
Total principal amount outstanding Long-term	71,175	71,212
Total principal amount outstanding Unamortized Issuance	(313)	(358)
Total principal amount outstanding Net Carrying Unamortized	84,050	74,002
Related party loans			496
Less: Short-term debt		(3,148)	(2,910)
Less: Unamortized debt issuance costs		(358)	(251)
Long-term debt, net		70,854	30,983
2022 B. Riley bridge loan [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Note Unpaid Principal	10,040
Convertible Promissory Note Short-term	10,040
Convertible Promissory Note Long-term	0
Convertible Promissory Note Unamortized Issuance	0
Convertible Promissory Note Unamortized Issuance	10,040
2021 Cox convertible promissory note [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Note Unpaid Principal	15,000	15,000
Convertible Promissory Note Short-term	0	0
Convertible Promissory Note Long-term	15,000	15,000
Convertible Promissory Note Unamortized Issuance	0	0
Convertible Promissory Note Unamortized Issuance	15,000	15,000
Convertible Promissory Note		15,000
2021 Convertible promissory notes [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Note Unpaid Principal	675	675
Convertible Promissory Note Short-term	0	0
Convertible Promissory Note Long-term	675	675
Convertible Promissory Note Unamortized Issuance	0	0
Convertible Promissory Note Unamortized Issuance	675	675
Convertible Promissory Note		675
2020 Secured convertible promissory note [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Note Unpaid Principal	55,000	55,000
Convertible Promissory Note Short-term	0	0
Convertible Promissory Note Long-term	55,000	55,000
Convertible Promissory Note Unamortized Issuance	(313)	(358)
Convertible Promissory Note Unamortized Issuance	54,687	54,642
Convertible Promissory Note		55,000	30,000
2020 Convertible promissory notes [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Note Unpaid Principal	2,525	2,525
Convertible Promissory Note Short-term	2,025	2,025
Convertible Promissory Note Long-term	500	500
Convertible Promissory Note Unamortized Issuance	0	0
Convertible Promissory Note Unamortized Issuance	2,525	2,525
Convertible Promissory Note		2,525	2,525
2020 PPP loan [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Note Unpaid Principal	1,123	1,123
Convertible Promissory Note Short-term	1,123	1,123
Convertible Promissory Note Long-term	0	0
Convertible Promissory Note Unamortized Issuance	0	0
Convertible Promissory Note Unamortized Issuance	$ 1,123	1,123
Convertible Promissory Note		$ 1,123	$ 1,123

Debt (Details) - Schedule of long-term debt maturities - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt (Details) - Schedule of long-term debt maturities [Line Items]
2022 (remainder)	$ 13,188
2023	71,175
2024	0
2025	0
2026	0
Thereafter	0
Total	84,363	$ 738	$ 437
2022		3,148
2023		71,175
2024		0
2025		0
2026		0
Thereafter		37
Total		$ 74,360
Non- Convertible Debt [Member]
Debt (Details) - Schedule of long-term debt maturities [Line Items]
2022 (remainder)	11,163
2023	0
2024	0
2025	0
2026	0
Thereafter	0
Total	11,163
Convertible Debt [Member]
Debt (Details) - Schedule of long-term debt maturities [Line Items]
2022 (remainder)	2,025
2023	71,175
2024	0
2025	0
2026	0
Thereafter	0
Total	$ 73,200

Stock Compensation Expense (Details) - USD ($)	3 Months Ended
Stock Compensation Expense (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Stock Compensation Expense (Details) [Line Items]
Cost of revenues	$ 20,439	$ 20,439
Prepaid Expense and Other Assets	$ 100,000	$ 200,000

Stock Compensation Expense (Details) - Schedule of stock-based compensation expense - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock Compensation Expense (Details) - Schedule of stock-based compensation expense [Line Items]
Total stock – based compensation expense	$ 1,150	$ 0
Stock options [Member]
Stock Compensation Expense (Details) - Schedule of stock-based compensation expense [Line Items]
Total stock – based compensation expense	56	0
Restricted stock awards [Member]
Stock Compensation Expense (Details) - Schedule of stock-based compensation expense [Line Items]
Total stock – based compensation expense	$ 1,094	$ 0

Commitments and Contingencies (Details) - Schedule of future minimum lease payment - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Commitments and Contingencies (Details) - Schedule of future minimum lease payment [Line Items]
2023/2022		$ 3,148
2024/2023		71,175
Total minimum lease payment $		74,360
Long Term Debt Maturity [Member]
Commitments and Contingencies (Details) - Schedule of future minimum lease payment [Line Items]
2022 (remainder) $	$ 2,123
2023/2022	2,895	2,834
2024/2023	1,977	2,895
2025/2024	5	1,977
2025/2026		5
2026		3
Thereafter	3
Total minimum lease payment $	$ 7,003	$ 7,714

Litigation (Details) - USD ($) $ in Millions			1 Months Ended			3 Months Ended	12 Months Ended
Litigation (Details) - USD ($) $ in Millions	Jan. 02, 2021	Dec. 07, 2020	Apr. 30, 2022	May 21, 2021	Jan. 28, 2020	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 19, 2021	Sep. 14, 2020	May 12, 2020
Litigation (Details) [Line Items]
Accrued amount					$ 1.0			$ 1.1
Agreement total amount		$ 3.0
Plus payment		$ 0.5
Settlement agreement						the Company has entered into a settlement agreement whereby Gordon agreed to the cancellation of 90,000 of the 790,000 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 $1.9 million in cash.	the Company has entered into a settlement agreement whereby Gordon agreed to the cancellation of 90,000 of the 790,000 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 $1.9 million in cash.
Legal accrual							$ 1.9	0.7
Initial payment						$ 0.4
Equity percentage											20.00%
Shares, Issued									1,000,000
Accrued expense								3.2
Salman and Gimelshtein [Member]
Litigation (Details) [Line Items]
Alleged funding amount										$ 2.5
Bridging Finance Group [Member]
Litigation (Details) [Line Items]
Alleged funding amount										$ 30.0
Ms. Butler [Member]
Litigation (Details) [Line Items]
Legal accrual							0.8
Combination of cash and common stock							0.8
Treschow-Fritzoe [Member]
Litigation (Details) [Line Items]
Legal accrual						0.8	0.8	1.2
Mr. Selkoe [Member]
Litigation (Details) [Line Items]
Accrued amount								3.2
Severance payments						$ 2.9
Amount paid in advance							2.9
Ms. Butler [Member]
Litigation (Details) [Line Items]
Legal accrual							$ 0.8
Preliminary settlement payable				$ 0.8
Ms. Butler [Member] \| Subsequent Event [Member]
Litigation (Details) [Line Items]
Subsequently paid in cash			$ 0.1
Treschow-Fritzoe [Member]
Litigation (Details) [Line Items]
Legal accrual	$ 0.8							$ 1.2
Treschow-Fritzoe [Member] \| Subsequent Event [Member]
Litigation (Details) [Line Items]
Subsequently paid in cash			$ 0.8

Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses [Line Items]
Accounts payable	$ 7,976	$ 4,314
Accrued legal settlements	3,745	7,152
Accrued interest payable	5,517	195
Accrued transaction costs	3,995	0
Other accrued expenses	7,148	2,533
Total accounts payable and accrued expenses	$ 28,381	$ 14,194

Stock Compensation Expense and Warrants (Details) - USD ($)	1 Months Ended	12 Months Ended
	Jul. 19, 2021	Dec. 31, 2021	Dec. 31, 2020
Stock Compensation Expense and Warrants (Details) [Line Items]
Awards agreements		20 years
Percentage of voting power		10.00%
Granted period		5 years
Voting percentage		10.00%
Fair market value		110.00%
Option to purchase of common stock (in Shares)	2,150,000	6,147,702
Incremental non-cash charge	$ 300,000
Weighted average grant date fair value (in Dollars per share)		$ 0.15
Fair value of options, vested		$ 300,000
Aggregate intrinsic value of option exercised		500,000
Compensation costs		$ 400,000	$ 0
Stock option exercised (in Shares)		42,184
Cash received for stock option		$ 35,856
Unrecognized stock-based compensation		$ 500,000
Recognized over weighted-average period		2 years 10 months 24 days
Common stock to non-employees (in Shares)			36,202
2019 Equity Incentive Plan [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Stock options grants (in Shares)		10,500,000
Maximum [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Exercise price (in Dollars per share)	$ 5
Minimum [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Exercise price (in Dollars per share)	$ 0.85
Non-Employee Warrants [Member] \| Maximum [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Term of warrants			10 years
Non-Employee Warrants [Member] \| Minimum [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Term of warrants			9 years
Commerce Media Holdings LLC [Member] \| Prepaid Expenses and Other Current Assets [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Compensation costs		$ 200,000	$ 200,000
Restricted Stock [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Stock options grants (in Shares)		625,114
Unrecognized stock-based compensation		$ 7,300,000
Recognized over weighted-average period		1 year 9 months 18 days
Vest over period		2 years
Cost of Revenues [Member] \| Commerce Media Holdings LLC [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Compensation costs		$ 82,892	$ 83,119

Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan	12 Months Ended
	Dec. 31, 2021 shares
Awards Reserved for Issuance [Member]
Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan [Line Items]
Equity Incentive Plan	10,500,000
Awards Outstanding [Member]
Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan [Line Items]
Equity Incentive Plan	9,178,745
Awards Available for Grant [Member]
Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan [Line Items]
Equity Incentive Plan	1,321,255

Stock Compensation Expense and Warrants (Details) - Schedule of stock option activity and related information $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Stock Compensation Expense and Warrants (Details) - Schedule of stock option activity and related information [Line Items]
Number of Shares, Options Outstanding beginning balance \| shares	5,340,000
Number of Shares Options Granted \| shares	6,147,702
Number of Shares Options Exercised \| shares	(42,184)
Number of Shares Options Forfeited \| shares	(387,421)
Number of Shares, Options Cancelled \| shares	(2,420,000)
Number of Shares Options Expired \| shares	(61,999)
Number of Shares, Options Outstanding ending balance \| shares	8,576,098
Number of Shares, Options vested and exercisable \| shares	5,187,624
Weighted-Average Exercise Price Per Share, Options Outstanding beginning balance \| $ / shares	$ 5
Weighted-Average Exercise Price Per Share, Options Granted \| $ / shares	0.85
Weighted-Average Exercise Price Per Share, Options Exercised \| $ / shares	0.85
Weighted-Average Exercise Price Per Share Forfeited \| $ / shares	0.85
Weighted-Average Exercise Price Per Share, Options Cancelled \| $ / shares	4.97
Weighted-Average Exercise Price Per Share, Options Expired \| $ / shares	0.85
Weighted-Average Exercise Price Per Share, Options Outstanding ending balance \| $ / shares	1.23
Weighted-Average Exercise Price Per Share, Options vested and exercisable \| $ / shares	$ 1.45
Weighted-Average Remaining Contractual Life in Years, Options Outstanding beginning balance	18 years 9 months 18 days
Weighted-Average Remaining Contractual Life in Years, Options Outstanding ending balance	10 years 9 months 29 days
Weighted-Average Remaining Contractual Life in Years, Options vested and exercisable	11 years 7 months 9 days
Aggregate Intrinsic Value of In-the-Money Options, Options Outstanding beginning balance \| $
Aggregate Intrinsic Value of In-the-Money Options, Options Outstanding ending balance \| $	138,479
Aggregate Intrinsic Value of In-the-Money Options, Options vested and exercisable \| $	$ 82,470

Stock Compensation Expense and Warrants (Details) - Schedule of fair value of options weighted-average granted - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock Compensation Expense and Warrants (Details) - Schedule of fair value of options weighted-average granted [Line Items]
Stock price (in Dollars per share)	$ 0.72	$ 0.53
Expected term		4 years
Volatility		228.60%
Risk-free interest rate		1.90%
Dividend yield	0.00%	0.00%
Minimum [Member]
Stock Compensation Expense and Warrants (Details) - Schedule of fair value of options weighted-average 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 weighted-average 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	12 Months Ended
	Dec. 31, 2021 $ / shares shares
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 \| shares	0
Number of Shares Granted \| shares	625,114
Number of Shares Vested \| shares	22,467
Number of Shares Forfeited \| shares	0
Number of Shares Nonvested restricted stock awards Ending Balance \| shares	602,647
Weighted-Average Grant Date Fair Value Per Share Beginning Balance \| $ / shares
Weighted-Average Grant Date Fair Value Per Share Granted \| $ / shares	13.22
Weighted-Average Grant Date Fair Value Per Share Vested \| $ / shares	13.68
Weighted-Average Grant Date Fair Value Per Share Forfeited \| $ / shares
Weighted-Average Grant Date Fair Value Per Share Nonvested restricted stock awards Ending Balance \| $ / shares	$ 13.2

Stock Compensation Expense and Warrants (Details) - Schedule of warrant activity - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock Compensation Expense and Warrants (Details) - Schedule of warrant activity [Line Items]
Warrants outstanding beginning balance	654,833	618,631
Warrants granted and vested		36,202
Warrants outstanding ending balance	654,833	654,833

Stock Compensation Expense and Warrants (Details) - Schedule of weighted-average exercise price and weighted-average grant date - Share-Based Payment Arrangement, Nonemployee [Member]	12 Months Ended
	Dec. 31, 2020 $ / 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 - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock Compensation Expense and Warrants (Details) - Schedule of stock-based compensation expense [Line Items]
Stock options	$ 695
Restricted stock awards	942
Common stock warrants – Non-employee		20
Total stock – based compensation expense	1,637	20
Tax benefit related to stock based compensation expense
Tax benefit realized from stock options exercised

401(K) Plan (Details) - USD ($) $ in Millions	12 Months Ended
401(K) Plan (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
401(K) Plan (Details) [Line Items]
Employees earnings	4.00%
Contributions amount	$ 0.6	$ 0.3

Income Taxes (Details) - Schedule of deferred tax assets - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Deferred income tax assets:
Accrual to cash		$ 3,971
Accrued bonus	3,156	189
Stock-based compensation	1,068	748
Deferred rent	2	22
Deferred revenue	2,211	311
Bad debt expense	121	100
Contributions	19	18
Depreciation	85	34
163(j) interest limitation	1,148
Warrants	47
Net operating losses	20,840	14,291
Total deferred income tax assets	28,697	19,684
Less: valuation allowance	(28,697)	(18,570)
Deferred income tax liabilities:
Amortization		(30)
Depreciation
Accrual to cash		(1,084)
Total deferred income tax liabilities		(1,114)
Total deferred tax assets, net

Income Taxes (Details) - Schedule of the statutory tax rates and the effective tax rates - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Taxes (Details) - Schedule of the statutory tax rates and the effective tax rates [Line Items]
U.S. federal statutory income tax rate (in Dollars)	$ (7,742)	$ (6,043)
U.S. federal statutory income tax rate	21.00%	21.00%
State taxes, net of federal benefit (in Dollars)	$ (2,542)	$ (2,001)
State taxes, net of federal benefit	6.90%	7.00%
Non-deductible interest expense (in Dollars)
Non-deductible interest expense	0.00%	0.00%
Other non-deductible items (in Dollars)	$ 156	$ 35
Other non-deductible items	(0.40%)	(0.10%)
Valuation allowance (in Dollars)	$ 10,128	$ 8,009
Valuation allowance	(27.50%)	(27.90%)
Income tax expense (in Dollars)
Income tax expense	0.00%	0.00%

Going Concern (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended	12 Months Ended
Going Concern (Details) - USD ($) $ in Millions	Apr. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Going Concern (Details) [Line Items]
Company cash		$ 14.6	$ 17.0
Accumulated deficit		121.9	112.4
Net cash in operating activities		9.7	25.2
Initial term loan		$ 10.0
Additional financing amount			$ 20.0
Subsequent Event [Member]
Going Concern (Details) [Line Items]
Final term loan	$ 10.0