7990 |
84-2081659 | |||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
☒ |
Smaller reporting company |
|||||
Emerging growth company |
Selling Shareholder |
Number of Offered Shares |
Original Issuance Price per Offered Share |
Representative Net Proceeds per Offered Share(1) |
|||||||||
BRPM initial shareholders |
||||||||||||
Founder shares |
4,832,500 | $ | 0.006 | $ | 18.22 | |||||||
Private Placement Shares issued as part of the Private Placement Units |
520,000 | $ | 10.00 | $ | 8.22 | |||||||
Shares underlying Private Placement Warrants |
173,333 | $ | 11.50 | $ | 6.72 | |||||||
PIPE Investors |
||||||||||||
B. Riley Principal Investments and Affiliates |
7,542,500 | $ | 10.00 | $ | 8.22 | |||||||
Other PIPE Investors |
2,457,500 | $ | 10.00 | $ | 8.22 | |||||||
Company Shareholders |
||||||||||||
Pre-Business Combination securityholders of FaZe |
39,912,373 | (2) | $ | 10.00 | $ | 8.22 |
(1) |
Based on the closing price of our shares on August 30, 2022 of $18.22. |
(2) |
Includes 7,069,573 shares issuable upon the exercise of options held by FaZe Option holders |
ii |
||||
iii |
||||
iv |
||||
vii |
||||
1 |
||||
7 |
||||
9 |
||||
40 |
||||
41 |
||||
42 |
||||
56 |
||||
58 |
||||
71 |
||||
99 |
||||
107 |
||||
122 |
||||
131 |
||||
133 |
||||
141 |
||||
148 |
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150 |
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156 |
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156 |
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156 |
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F-1 |
• | “A&R Registration Rights Agreement” |
• | “ BRPM |
• | “ BRPM Class A common stock |
• | “ BRPM Class B common stock |
• | “ BRPM units |
• | “ BRPM warrants |
• | “ Business Combination |
• | “ Closing |
• | “ Closing Date |
• | “ Code |
• | “ DGCL |
• | “ Exchange Act |
• | “ Effective Time |
• | “ fan subscriber follower |
• | “ FASB |
• | “ FaZe |
• | “ FaZe Board |
• | “ FaZe Incentive Plan |
• | “ FaZe PIPE Investor AEV Cox |
• | “ Founder Shares |
• | “ FaZe Stockholder |
• | “ GAAP |
• | “ IPO |
• | “ JOBS Act |
• | “ Legacy FaZe Awards |
• | “ Legacy FaZe capital stock |
• | “ Legacy FaZe common stock |
• | “ Legacy FaZe Incentive Plan |
• | “ Legacy FaZe Option |
• | “ Legacy FaZe preferred stock |
• | “ Legacy FaZe Restricted Stock Award |
• | “ Merger |
• | “ Merger Agreement |
• | “ Merger Sub |
• | “ Person |
• | “ PIPE Investment |
• | “ PIPE Investors |
• | “ Private Placement Units |
• | “ Private Placement Warrants |
• | “ Public Warrants |
• | “ Sponsor |
• | “ Sponsor Related PIPE Investors |
• | “ Subscription Agreements |
• | “ Subsidiary |
• | “ talent |
• | “ Total Reach |
• | “ Transfer Agent |
• | “ Trust Account |
• | “ Trustee |
• | “ Warrants |
• | the incurrence of significant costs in connection with and following the Business Combination, including unexpected costs or expenses; |
• | the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs; |
• | potential litigation or conflicts relating to the Business Combination, and litigation and regulatory proceedings relating to our business, including the ability to adequately protect our intellectual property rights; |
• | our limited operating history and uncertain future prospects and rate of growth due to our limited operating history, including our ability to implement business plans and other expectations; |
• | our ability to continue to monetize our platform; |
• | our ability to grow market share in our existing markets or any new markets we may enter; |
• | our ability to maintain and grow the strength of our brand reputation; |
• | our ability to manage our growth effectively; |
• | our ability to retain existing and attract new Esports professionals, content creators and influencers; |
• | our success in retaining or recruiting, or changes required in, our officers, directors and other key employees or independent contractors; |
• | our ability to maintain and strengthen our community of brand partners, engaged consumers, content creators, influencers and Esports professionals, and the success of our strategic relationships with these and other third parties; |
• | our ability to effectively compete within the online entertainment industry, as well as the broader entertainment industry; |
• | our reliance on the internet and various third-party mass media platforms; |
• | risks related to data security and privacy, including the risk of cyber-attacks or other security incidents; |
• | risks resulting from our global operations; |
• | our ability to maintain the listing of our Common Stock and Warrants on Nasdaq; |
• | our securities’ potential liquidity and trading, including that the price of our securities may be volatile; |
• | future issuances, sales or resales of our securities; |
• | the grant and future exercise of registration rights; |
• | our ability to secure future financing, if needed, and our ability to repay any future indebtedness when due; |
• | the impact of the COVID-19 pandemic; |
• | the impact of the regulatory environment in our industry and complexities with compliance related to such environment, including our ability to comply with complex regulatory requirements; |
• | our ability to maintain an effective system of internal controls over financial reporting; |
• | our ability to respond to general economic conditions, including market interest rates; |
• | changes to accounting principles and guidelines; and |
• | other factors detailed under the section entitled “ Risk Factors. |
1. | being permitted to have only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure; |
2. | an exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”); |
3. | reduced disclosure about executive compensation arrangements in our periodic reports, registration statements and proxy statements; and |
4. | exemptions from the requirements to seek non-binding advisory votes on executive compensation or golden parachute arrangements. |
• | We have incurred and expect to continue to incur operating losses and may not establish and maintain profitability in the future. |
• | Our business depends on the strength of our brand, and if we are not able to maintain and enhance our brand, we may be unable to sell our products or services, and our consumer engagement may decline, which could have a material adverse effect on our business, financial condition, and results of operations. |
• | We are subject to risks associated with operating in a rapidly developing industry and a relatively new market. |
• | We have experienced rapid growth since our inception and we expect that we will continue to grow. If we are unable to effectively manage that growth, our financial performance and future prospects will be adversely affected. |
• | Esports professionals, influencers and content creators historically have accounted for a substantial portion of our revenue. If these Esports professionals, influencers and content creators were to become less popular and we are unable to identify and acquire suitable replacements, our business and prospects could suffer. |
• | Competition within the online entertainment industry as well as the broader entertainment industry is intense and our existing and potential consumers may be attracted to competing forms of entertainment such as television, movies and sporting events, as well as other entertainment and gaming options on the internet. If our Esports professionals, influencers and content creators do not maintain or increase their popularity, our business, financial condition, results of operations and prospects would be materially adversely affected. |
• | Misalignment with public and consumer tastes and preferences for entertainment and retail consumer products could negatively impact demand for our entertainment offerings and products, which could have an adverse effect on our business, financial condition, results of operations and prospects. |
• | We primarily rely, and expect to continue to primarily rely, on third-party mass media platforms such as YouTube, TikTok, Twitter, Instagram, and Twitch to deliver our content offerings to fans and potential viewers and any failure, disruption of or interference with our use of such streaming services could disrupt the availability of our content and adversely affect our business, financial condition, results of operations and prospects. |
• | Significant disruption during live events that we participate in, such as power and internet outages, may adversely affect our business. |
• | If we are unable to compete effectively for advertisers and sponsors, our business, revenue and financial results could be negatively affected. |
• | High levels of redemptions of BRPM Class A common stock in connection with the Business Combination depleted the cash in BRPM’s Trust Account, thereby diminishing the amount of working capital we received in the Business Combination. |
• | Our success will depend on our ability to attract and retain our personnel, and any failure to attract and retain other highly qualified personnel in the future, could seriously harm our business. |
• | Our workforce and operations have grown substantially since our inception and we expect that they will continue to do so. If we are unable to effectively manage that growth, our financial performance and future prospects will be adversely affected. |
• | An increase in the relative size of Esports and content creator salaries or talent acquisition costs could negatively impact our business. |
• | The success of our business is highly dependent on the existence and maintenance of intellectual property rights in the entertainment products and services we create. |
• | We may be unable to maintain or acquire licenses to incorporate intellectual property owned by others in our entertainment offerings. |
• | We are involved, and in the future may become involved, in claims, suits, and other proceedings arising in the ordinary course of business. The outcomes of any such current or future legal proceedings could have a negative impact on our business. |
• | Governmental agencies may restrict access to platforms, our website and social media channels, mobile applications or the internet generally, which could lead to the loss or slower growth of our consumer base. |
• | Our business, content and products, as well as the services of third-parties upon which we rely, may in the future be subject to increasing regulation around the world. If we or they do not successfully respond and adapt to these potential regulations, our business could be negatively impacted. |
• | We have identified a number of material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations. |
• | Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results or financial condition. |
• | We are an “emerging growth company” and “smaller reporting company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies. |
• | Our stock price may be volatile and may decline regardless of our operating performance. |
• | An active trading market for our securities may not be sustained. |
• | The sale of all of the securities registered for resale hereunder and future sales of substantial amounts of our securities in the public market (including the shares of Common Stock issuable upon exercise of our Warrants), or the perception that such sales may occur, could cause our stock price to decline. |
• | If securities or industry analysts either do not publish research about the Company or publish inaccurate or unfavorable research about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the trading price or trading volume of our securities could decline. |
• | We have incurred and will continue to incur increased costs related to becoming and operating as a public company, and our management will be required to devote substantial additional time to new compliance initiatives and corporate governance practices. |
Issuer |
FaZe Holdings Inc. |
Shares of our Common Stock to be issued upon the exercise of all Warrants |
5,923,333 shares |
Shares of our Common Stock outstanding prior to exercise of all Warrants |
72,506,840 shares |
Exercise Price of the Warrants |
$11.50 per share, subject to adjustment as described herein |
Use of Proceeds |
We will receive up to an aggregate of approximately $68.0 million from the exercise of all Public Warrants and Private Placement Warrants assuming the exercise in full of all such Warrants for cash. We will receive up to an aggregate of $2.9 million from the exercise of all Legacy FaZe Options that convert into FaZe stock options in connection with the Business Combination. Unless we inform you otherwise in a prospectus supplement or free writing prospectus, to the extent we elect the exercise of such Warrants and stock options for cash, we intend to use the net proceeds from such exercise for general corporate purposes. To the extent the Warrants and stock options are exercised on a “cashless” basis, we will receive no proceeds. Our Warrants are currently in the money. However, if at any time in the future our warrants are out-of-the money, which means that the trading price of the shares of our Common Stock underlying our Warrants is at such time below the $11.50 exercise price (subject to adjustment as described herein) of the Warrants, we would not expect warrantholders to exercise their Warrants and, therefore, we will not receive cash proceeds from any such exercise. See the risk factor entitled “At any time in the future, our Warrants may not be in the money, and they may expire worthless” for more information. |
Shares of Common Stock that may be offered and sold from time to time by the Selling Holders (including 173,333 shares underlying Private Placement Warrants and 7,069,573 shares underlying Legacy FaZe Options) |
Up to 55,264,873 shares |
Private Placement Warrants offered by the Selling Holders |
173,333 Private Placement Warrants |
Exercise Price of Private Placement Warrants |
$11.50 per share, subject to adjustment as described herein |
Redemption of Private Placement Warrants |
The Private Placement Warrants are not redeemable by us. See “ Description of Securities—Private Placement Warrants |
Use of Proceeds |
We will not receive any proceeds from the sale of the Common Stock and Private Placement Warrants to be offered by the Selling Holders. With respect to shares of Common Stock underlying the Private Placement Warrants, we will not receive any proceeds from such shares except with respect to amounts received by us upon exercise of such Private Placement Warrants to the extent such Private Placement Warrants are exercised for cash. See “Use of proceeds” |
Transfer Restrictions; Vesting |
Each of the Founder Shares, the Private Placement Warrants and the Common Stock issuable upon exercise of the Private Placement Warrants, certain of the Legacy FaZe Options that converted into FaZe stock options in connection with the Business Combination and any Common Stock issued as consideration in the Business Combination are subject to certain restrictions on transfer until the termination of applicable lock-up periods. Further, the 5,312,098 shares of Common Stock issued to Legacy FaZe securityholders as earnout consideration and 50% of the Founder Shares are subject to forfeiture following Closing 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. Shares of Common Stock issued in the PIPE Investment are not subject to a post-Closing lock-up period. See Certain Relationship and Related-Party Transactions—Transfer Restrictions |
Nasdaq Ticker Symbols |
Common Stock: “FAZE” |
Risk Factors |
See the section titled “ Risk Factors |
• | Maintain and enhance our reputation and the value of our brand; |
• | Continue to produce content and offer retail products that our target audience finds appealing so that we are able to attract new consumers and maintain our existing consumer relationships and engagement; |
• | Accurately forecast our revenue and plan our operating expenses; |
• | Successfully compete in the industries in which we participate, and respond to developments in these industries; |
• | Comply with existing and new laws and regulations applicable to our business; |
• | Successfully expand into new business verticals and new markets, including international markets; |
• | Hire, integrate, train, and retain talented personnel; |
• | Effectively manage the growth of our business, personnel, and operations; |
• | Effectively manage our costs related to our business and operations; and |
• | Attract and retain creative talent. |
• | invest in our business and continue to grow our brand and expand our fan base; |
• | hire and retain employees, including Esports professionals, influences, and content creators as well as other employees and staff, including engineers, operations personnel, financial and accounting staff, and sales and marketing staff; |
• | respond to competitive pressures or unanticipated working capital requirements; or |
• | pursue opportunities for acquisitions of, investments in, or strategic alliances and joint ventures with complementary businesses. |
• | The potential for the acquired business to underperform relative to our expectations and the acquisition price; |
• | The potential for the acquired business to cause our financial results to differ from expectations in any given period, or over the longer-term; |
• | Unexpected tax consequences from the acquisition, or the tax treatment of the acquired business’s operations going forward, giving rise to incremental tax liabilities that are difficult to predict; |
• | Difficulty in integrating the acquired business, its operations, and its employees in an efficient and effective manner; |
• | Any unknown liabilities or internal control deficiencies assumed as part of the acquisition; and |
• | The potential loss of key employees of the acquired businesses. |
• | Our ability to cooperate with our co-venturer; |
• | Our co-venturer having economic, business, or legal interests or goals that are inconsistent with ours; and |
• | The potential that our co-venturer may be unable to meet is economic or other obligations, which may require us to fulfill those obligations alone or find a suitable replacement. |
• | actual or anticipated fluctuations in our revenue and results of operations; |
• | failure of securities analysts to maintain coverage of the Company, changes in financial estimates or ratings by any securities analysts who follow us or our failure to meet these estimates or the expectations of investors; |
• | announcements by the Company or its competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations or capital commitments; |
• | changes in operating performance and stock market valuations of other retail or technology companies generally, or those in the cannabis industry in particular; |
• | price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; |
• | trading volume of our Common Stock; |
• | the inclusion, exclusion or removal of our Common Stock from any indices; |
• | changes in the FaZe Board or management; |
• | transactions in our Common Stock by directors, officers, affiliates and other major investors; |
• | lawsuits threatened or filed against us; |
• | changes in laws or regulations applicable to our business; |
• | changes in our capital structure, such as future issuances of debt or equity securities; |
• | short sales, hedging and other derivative transactions involving our capital stock; |
• | general economic conditions in the United States; |
• | pandemics or other public health crises, including, but not limited to, the COVID-19 pandemic (including additional variants such as the Delta variant); |
• | other events or factors, including those resulting from war, incidents of terrorism or responses to these events; and |
• | the other factors described in this “ Risk Factors |
• | a classified board of directors so that not all members of the FaZe Board are elected at one time; |
• | the right of the board of directors to establish the number of directors and fill any vacancies and newly created directorships; |
• | director removal solely for cause; |
• | “blank check” preferred stock that the FaZe Board could use to implement a stockholder rights plan; |
• | the right of the FaZe Board to issue our authorized but unissued Common Stock and preferred stock without stockholder approval; |
• | no ability of our stockholders to call special meetings of stockholders; |
• | no right of our stockholders to act by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; |
• | limitations on the liability of, and the provision of indemnification to, our director and officers; |
• | the right of the board of directors to make, alter, or repeal the Bylaws; and |
• | advance notice requirements for nominations for election to the FaZe Board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings. |
• | our existing stockholders’ proportionate ownership interest in the Company will decrease; |
• | the amount of cash available per share, including for payment of dividends (if any) in the future, may decrease; |
• | the relative voting strength of each previously outstanding share of Common Stock may be diminished; and |
• | the market price of our shares of Common Stock may decline. |
1. | the merger of Merger Sub, a direct wholly owned subsidiary of BRPM, with and into Legacy FaZe, with Legacy FaZe surviving the merger as a wholly owned subsidiary of BRPM; |
2. | the conversion of all outstanding BRPM Class B common stock into shares of Common Stock on a one-to-one basis; |
3. | the impacts of the Sponsor Support Agreement, wherein the Sponsors agree that 50% of the founder shares vest immediately and 50% of the founder shares are subject to vesting and forfeiture conditions upon reaching certain VWAP per share during the five-year period beginning 90 days after the Closing Date and ending on the fifth anniversary of the Closing Date; |
4. | the acceleration of vesting of 525,782 Legacy FaZe options to Legacy FaZe executives, the acceleration of vesting of 1,450,914 Legacy FaZe options, representing 75% of the unvested Legacy FaZe options outstanding under Legacy FaZe’s existing incentive plans that remain unvested as of the Effective Time, the conversion of all vested and unvested Legacy FaZe options and unvested Legacy FaZe restricted stock awards into vested and unvested options and restricted stock awards for Common Stock at the Closing, pursuant to Section 4.6 of the Merger Agreement as amended by the second Merger Agreement amendment, and the acceleration of vesting of 966,326 restricted stock awards at the Closing and at 90 days after the Closing, pursuant to existing contractual terms and amendments to certain restricted stock awards entered into prior to the Closing (the “RSA Amendments”); |
5. | the exercise of 1,047,623 outstanding Legacy FaZe warrants (including 292,790 preferred stock warrants and 754,833 common stock warrants) into FaZe common stock and Legacy FaZe preferred stock, conversion of 3,237,800 outstanding Legacy FaZe preferred stock into shares of FaZe common stock on a one-to-one basis, the conversion of $72.9 million FaZe Notes into FaZe Common Stock and $6.9 million accrued but unpaid interest into FaZe common stock, and the cash payment of $2.6 million of accrued interest, all prior to Closing; |
6. | the settlement of $1.1 million outstanding Paycheck Protection Program loan (“ the PPP Loan |
7. | the surrender and exchange of all 22,902,063 issued and outstanding shares of FaZe common stock (including shares of FaZe common stock issued pursuant to the exercise of common stock and |
preferred stock purchase warrants and the conversion of the FaZe Notes and Legacy FaZe’s preferred stock, the “Company Conversion”) into 50,995,637 shares of Common Stock calculated using the Equity Value Exchange Ratio; |
8. | the redemption of 15,883,395 shares of BRPM public shares subsequent to BRPM stockholders exercising their right to redeem public shares for their pro rata share of the trust account; |
9. | the issuance of a number of Common Stock equal to 6% of the sum of i) the total number of Common Stock issued and outstanding as of immediately after the Closing and ii) the total number of shares of Common Stock equal to the product of the total number of Net Vested Company Option Shares and the Equity Value Exchange Ratio, subject to vesting and forfeiture conditions upon reaching certain VWAP per share during the period commencing 90 days after the Closing Date and ending five years after the Closing Date; |
10. | the sale and issuance of 10,000,000 shares of Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $100.0 million pursuant to the Subscription Agreements entered in connection with the PIPE Investment, including purchases made by the FaZe PIPE Investor, Sponsor Related PIPE Investors, and third-party investors, and inclusive of shares issued to the Sponsor pursuant to the backstop commitment under the Sponsor Support Agreement, representing that portion of the PIPE Investment not purchased by third-party investors; and |
11. | the settlement of the term loan with B. Riley Commercial Capital, LLC, payable at the close of the transaction. In March 2022, FaZe entered into an agreement for a term loan with the B. Riley Commercial Capital, LLC allowing Legacy FaZe to borrow an aggregate principal amount of up to $20.0 million, maturing on the Closing Date with an interest rate of 7.0% per annum. As of June 30, 2022, Legacy FaZe had borrowed $20.0 million. In connection with the term loan, Legacy FaZe waived the minimum proceeds condition. The term loan was repaid in full in cash on the Closing Date. |
• | Legacy FaZe’s stockholders have the largest voting interest in the combined company; |
• | Legacy FaZe has the ability to control decisions regarding the election and removal of directors and officers of the FaZe board of directors; |
• | Legacy FaZe’s senior management team is the senior management team of the combined company; |
• | Legacy FaZe’s prior operations comprise the majority of the ongoing operations of the combined company; and |
• | The combined company will retain the Legacy FaZe name and its headquarters. |
Pre-Business Combination (BRPM) |
Post-Business Combination (New FaZe) (5) |
|||||||||||||||
Number of Shares |
Percentage of Ownership Shares |
Number of Shares |
Percentage of Ownership Shares |
|||||||||||||
FaZe Stockholders (1) |
— | 0.0 | % | 73,859,722 | 77.3 | % | ||||||||||
BRPM Public Stockholders (5) |
17,250,000 | 78.1 | % | 1,366,605 | 1.4 | % | ||||||||||
BRPM Public Warrantholders (2) |
— | 0.0 | % | 5,750,000 | 6.0 | % | ||||||||||
Sponsor and Related Parties (3) |
4,832,500 | 21.9 | % | 12,375,000 | 13.0 | % | ||||||||||
BRPM Private Warrantholders (2) |
— | 0.0 | % | 173,333 | 0.2 | % | ||||||||||
PIPE Investors (4) |
— | 0.0 | % | 1,957,500 | 2.1 | % | ||||||||||
Total Shares |
22,082,500 |
100.0 |
% |
95,482,160 |
100.0 |
% |
(1) | Includes 500,000 shares subscribed by the FaZe PIPE Investor in the PIPE Investment. Includes 5,312,098 earn-out shares, which are subject to forfeiture 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. Includes 29,087,077 shares of Common Stock issued to the FaZe Stockholders pursuant to the Company Conversion, 17,051,987 shares of Common Stock issuable to FaZe Stockholders upon the cash exercise of stock options that were vested as of the Closing or are exercisable within 60 days of the Closing and 2,374,201 shares of Common Stock issuable in respect of restricted stock awards. |
(2) | Represents shares issuable upon the exercise of BRPM warrants. BRPM warrants are exercisable beginning on the later of 30 days following the Closing and February 23, 2022, for one share of BRPM Class A common stock and, following the consummation of the Business Combination, will entitle the holder thereof to purchase one share of Common Stock in accordance with the terms of the warrants. Assumes that all outstanding BRPM warrants are immediately exercised for cash after completion of the Business Combination. |
(3) | Includes 2,200,000 shares subscribed by the Sponsor Related PIPE Investors in the PIPE Investment, 5,342,500 shares related to the Sponsor backstop commitment, and 2,156,250 founder shares subject to forfeiture 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. |
(4) | Excludes 500,000 shares subscribed by the FaZe PIPE Investor, 2,200,000 shares subscribed by the Sponsor Related PIPE Investors, and 5,342,500 shared subscribed by the Sponsor backstop commitment, respectively, in the PIPE Investment. Such shares are presented in the FaZe Stockholders and Sponsor and Related Parties lines, respectively. |
(5) | Includes the 15,883,395 public shares, or 92% of public shares, redeemed for an aggregate payment of approximately $158.9 million from the trust account. |
BRPM (Historical) |
FaZe (Historical) |
Reclassification Adjustments (Refer to Note 2) |
Transaction Accounting Adjustments |
Pro Forma Combined |
||||||||||||||||||
ASSETS |
||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||
Cash and cash equivalents |
$ | 42 | $ | 5,894 | $ | — | $ | 172,761 | (A) | $ | 64,293 | |||||||||||
(23,412 | ) | (B) | ||||||||||||||||||||
(7,249 | ) | (C) | ||||||||||||||||||||
(784 | ) | (D) | ||||||||||||||||||||
100,000 | (E) | |||||||||||||||||||||
(2,582 | ) | (F) | ||||||||||||||||||||
(1,147 | ) | (N) | ||||||||||||||||||||
(158,911 | ) | (Q) | ||||||||||||||||||||
101 | (R) | |||||||||||||||||||||
(20,420 | ) | (S) | ||||||||||||||||||||
Accounts receivable, net |
— | 10,135 | — | — | 10,135 | |||||||||||||||||
Contract assets |
— | 2,804 | — | — | 2,804 | |||||||||||||||||
Prepaid expenses |
341 | — | (341 | ) | — | — | ||||||||||||||||
Content asset, net |
— | — | — | — | — | |||||||||||||||||
Prepaid expenses and other assets |
— | 11,374 | 341 | (10,291 | ) | (B) | 1,424 | |||||||||||||||
Total Current Assets |
383 | 30,207 | — | 48,066 | 78,656 | |||||||||||||||||
Restricted cash |
— | 600 | — | — | 600 | |||||||||||||||||
Property, equipment and leasehold improvements, net |
— | 3,986 | — | — | 3,986 | |||||||||||||||||
Intangible assets, net |
— | 851 | — | — | 851 | |||||||||||||||||
Other long-term assets |
— | 715 | — | — | 715 | |||||||||||||||||
Investments held in trust account |
172,761 | — | — | (172,761 | ) | (A) | — | |||||||||||||||
Total Assets |
173,144 |
36,359 |
— |
(124,695 |
) |
84,808 |
||||||||||||||||
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) |
||||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||||
Accounts payable and accrued expenses |
$ | 3,847 | $ | 28,199 | $ | — | $ | (7,858 | ) | (B) | 11,325 | |||||||||||
(3,747 | ) | (C) | ||||||||||||||||||||
(9,094 | ) | (F) | ||||||||||||||||||||
(22 | ) | (N) | ||||||||||||||||||||
Short-term debt |
— | 24,165 | — | (2,700 | ) | (F) | — | |||||||||||||||
(1,123 | ) | (N) | ||||||||||||||||||||
(20,342 | ) | (S) | ||||||||||||||||||||
Contract liabilities |
— | 2,770 | — | — | 2,770 | |||||||||||||||||
Due to related party |
784 | — | — | (784 | ) | (D) | — | |||||||||||||||
Total Current Liabilities |
4,631 | 55,134 | — | (45,670 | ) | 14,095 | ||||||||||||||||
Long term debt, net of discounts |
— | 70,233 | — | (70,233 | ) | (F) | — | |||||||||||||||
Other long term liabilities |
— | 27 | — | — | 27 | |||||||||||||||||
Warrant liability |
2,192 | — | — | (2,127 | ) | (G) | 65 | |||||||||||||||
Total Liabilities |
6,823 |
125,394 |
— |
(118,030 |
) |
14,187 |
BRPM (Historical) |
FaZe (Historical) |
Reclassification Adjustments (Refer to Note 2) |
Transaction Accounting Adjustments |
Pro Forma Combined |
||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES |
||||||||||||||||||||||||
Class A common stock subject to possible redemption |
172,500 | — | — | (172,500 | ) | (H) | — | |||||||||||||||||
MEZZANINE EQUITY |
||||||||||||||||||||||||
Series A preferred stock |
— | 33,705 | — | (33,705 | ) | (J) | — | |||||||||||||||||
STOCKHOLDERS’ EQUITY (DEFICIT) |
||||||||||||||||||||||||
Class A common stock |
— | — | — | 1 | (E) | 7 | ||||||||||||||||||
1 | (H) | |||||||||||||||||||||||
1 | (I) | |||||||||||||||||||||||
1 | (M) | |||||||||||||||||||||||
5 | (O) | |||||||||||||||||||||||
— | (O) | |||||||||||||||||||||||
(2 | ) | (Q) | ||||||||||||||||||||||
Class B common stock |
1 | — | — | (1 | ) | (I) | — | |||||||||||||||||
Preferred stock |
— | — | — | — | — | |||||||||||||||||||
Additional paid-in capital |
— | 8,532 | — | (25,845 | ) | (B) | 320,424 | |||||||||||||||||
99,999 | (E) | |||||||||||||||||||||||
195,117 | (F) | |||||||||||||||||||||||
2,127 | (G) | |||||||||||||||||||||||
172,499 | (H) | |||||||||||||||||||||||
33,705 | (J) | |||||||||||||||||||||||
2,786 | (K) | |||||||||||||||||||||||