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United States securities and exchange commission logo
February 3, 2021
Daniel Shribman
Chief Executive Officer
B. Riley Principal 150 Merger Corp.
299 Park Avenue, 21st Floor
New York, New York 10171
Re: B. Riley Principal
150 Merger Corp.
Amendment No. 1 to
Registration Statement on Form S-1
Filed January 27,
2021
File No. 333-251955
Dear Mr. Shribman:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed January 27, 2021
Registration Statement Cover Page, page 1
1. Please include a
footnote to the registration fee table stating that market making activities
are being registered.
Risk Factors
Provisions in our amended and restated certificate of incorporation...,
page 59
2. We note that section
12.1 of your Form of Amended and Restated Certificate of
Incorporation provides
that: "Additionally, unless the Corporation consents in writing to
the selection of an
alternative forum, the federal courts shall be the exclusive forum for
the resolution of any
complaint asserting a cause of action arising under the Securities Act
of 1933, as amended,
against the Corporation or any of its directors, officers, other
Daniel Shribman
B. Riley Principal 150 Merger Corp.
February 3, 2021
Page 2
employees or agents." Please reconcile with your disclosure on page 59
that excludes any
claim "(C) arising under the federal securities laws, including the
Securities Act as to
which the Court of Chancery and the federal district court for the
District of Delaware
shall concurrently be the sole and exclusive forums." If this provision
in section 12.1
applies to Securities Act claims please also state that investors cannot
waive compliance
with the federal securities laws and the rules and regulations
thereunder. In that regard,
we note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability
created by the
Securities Act or the rules and regulations thereunder.
..
Independent Registered Public Accounting Firm s Consent, page EX-23
3. We note that the consent indicates that the audit report includes an
explanatory paragraph
for a going concern issue. However; the audit report in your filing does
not include an
explanatory paragraph for a going concern issue. Please address this
matter in an
amended filing.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Howard Efron at 202-551-3439 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at 202-551-3713 with
any other
questions.
Sincerely,
FirstName LastNameDaniel Shribman
Division of
Corporation Finance
Comapany NameB. Riley Principal 150 Merger Corp.
Office of Real
Estate & Construction
February 3, 2021 Page 2
cc: Era Anagnosti, Esq.
FirstName LastName