The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

held by the Sponsor subject to vesting pursuant to the Sponsor Support Agreement, discussed in more detail below, and (v) the third-party PIPE Investors will own 7.9% of outstanding New FaZe common stock (which excludes the 500,000 shares purchased by the FaZe PIPE Investor and the 2,200,000 shares purchased by affiliates of the Sponsor). These percentages (w) assume that no Public Stockholders exercise their redemption rights in connection with the Merger, (x) include 6,440,827 Earn-Out Shares (as defined in this proxy statement/prospectus) issuable at the Closing in the no redemptions scenario, shares of New FaZe common stock issuable in respect of New FaZe Restricted Stock Awards (as defined below), and shares of New FaZe common stock issuable upon the cash exercise of New FaZe options (which are converted from options outstanding under FaZe’s existing incentive plans) that are exercisable within 60 days after the Closing (using a deemed closing date of February 28, 2022 for the purpose of this calculation), (y) assume that New FaZe issues 11,800,000 shares of New FaZe common stock to the PIPE Investors pursuant to the PIPE Investment, and (z) assume all of the outstanding BRPM warrants are exercised for cash at the Closing. If the actual facts are different from these assumptions, the percentage ownership and voting power in New FaZe will be different.

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. It is estimated that approximately 12,736,836 shares of FaZe common stock will be issued pursuant to the Company Conversion (the “Company Conversion Shares”), based on the capitalization table of FaZe as of February 28, 2022 (the most recent practicable date prior to the date of this proxy statement/prospectus) and assuming the Merger had become effective on February 28, 2022. The Company Conversion will not cause additional dilution to Public Stockholders in excess of the dilution to Public Stockholders as a result of the Merger, because the shares of New FaZe common stock to be issued and converted from the Company Conversion Shares upon the Merger are included in the aggregate merger consideration to FaZe Stockholders set forth in the Merger Agreement.

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 (“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) (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 and more fully described in this proxy statement/prospectus). 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 sum of (i) the total number of shares of New FaZe common stock that are issued and outstanding as of immediately after the Closing and (ii) the total number of shares of New FaZe common stock equal to the product of the total number of Net Vested Company Option Shares (as defined in this proxy statement/prospectus) calculated as of immediately prior to the Closing and the Exchange Ratio 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 and more fully described in this proxy statement/prospectus). 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 New FaZe common stock having the same terms and conditions as were applicable to such restricted stock award immediately prior to the Effective Time (each, a “New FaZe Restricted Stock Award”), except that each New FaZe Restricted Stock Award shall relate to a number of shares of New FaZe common stock equal to the Per Share Merger Consideration (which includes 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 New FaZe 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 underlying such Vested FaZe Options multiplied by the Earn-Out Exchange Ratio.

In connection with the entry into the Merger Agreement, on October 24, 2021, BRPM entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor, pursuant to which the Sponsor agreed to (i) invest at least $20,000,000 in the PIPE Investment as well as to backstop the PIPE Investment, if the amount in cash actually received by BRPM from the PIPE Investment at Closing is less than $100,000,000, by committing to purchase that portion of the PIPE Investment not purchased by third party investors to cause the PIPE Investment actually received by BRPM at the Closing to equal $100,000,000, (ii) waive the anti-dilution and conversion price adjustments set forth in BRPM’s amended and restated certificate of incorporation with respect to the shares of Class B common stock held by the Sponsor (“Founder Shares”), (iii) subject 50% of the Founder Shares 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, (iv) subject the Founder Shares to certain transfer restrictions, and (v) vote all voting equity securities owned by it in favor of the Merger Agreement, Business Combination, and each other proposal presented by BRPM in this proxy statement/prospectus.

In connection with the Merger Agreement, on October 24, 2021, FaZe entered into voting agreements (the “FaZe Support Agreements”) with certain of its stockholders, pursuant to which holders representing the requisite vote required to adopt the Merger Agreement and approve the transactions contemplated thereby agreed to vote their shares in favor of the Business Combination. Further, in connection with the Merger Agreement, on October 24, 2021, each holder of FaZe common stock purchase warrants and preferred stock purchase warrants of FaZe, respectively, agreed to exercise all outstanding warrants in whole prior to the Closing and certain holders of FaZe Notes elected to complete the Company Conversion prior to the Closing. The outstanding principal and accrued interests upon any FaZe Notes that do not convert will be paid in full prior to the Effective Time.

The bylaws of New FaZe following closing (the “Proposed Bylaws”) will provide that the New FaZe common stock issued to FaZe Stockholders as consideration in the Business Combination and issuable to directors, officers and employees of FaZe or its subsidiaries upon the settlement or exercise of restricted stock awards, stock options or other equity awards outstanding as of immediately following the Closing in respect of FaZe Awards that were outstanding immediately prior to Closing, will be subject to a six month lock-up, subject to certain exceptions described in more detail in this proxy statement/prospectus.

BRPM’s units, Class A common stock and warrants are publicly traded on the Nasdaq Capital Market (“Nasdaq”) under the symbols “BRPMU”, “BRPM” and “BRPMW,” respectively. BRPM intends to apply to list the New FaZe common stock and warrants on Nasdaq under the symbols “FAZE” and “FAZEW,” respectively, upon the Closing. New FaZe will not have units traded following the Closing. It is a condition to the consummation of the Merger that the shares of New FaZe common stock to be issued in the Merger be approved for listing on Nasdaq subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that BRPM complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Merger will not be consummated unless the listing condition is waived by the parties to the Merger Agreement.

BRPM will hold a special meeting of stockholders (the “Special Meeting”) to consider matters relating to the Business Combination. BRPM cannot complete the Business Combination unless BRPM’s stockholders approve the Merger Agreement and the transactions contemplated thereby. BRPM is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus. Only holders of record

of shares of BRPM Class A common stock and shares of BRPM Class B common stock at the close of business on [•], 2022 (the “record date”) are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

Unless adjourned, the Special Meeting of the stockholders of BRPM will be held at [time] a.m., New York City time, on [date] at [virtual meeting link]. In light of ongoing developments related to the novel coronavirus (COVID-19), after careful consideration, BRPM has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit questions during the Special Meeting by visiting [virtual meeting link] and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual Special Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

This proxy statement/prospectus provides you with detailed information about the Business Combination. It also contains or references information about BRPM and New FaZe and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, when you consider the recommendation of the board of directors of BRPM to vote in favor of the proposals described in this proxy statement/prospectus, you should keep in mind that BRPM’s directors and officers have interests in the Business Combination that are different from, in addition to or may conflict with your interests as a stockholder. Such interests include the following: (i) the Sponsor, and the officers and directors of BRPM who have invested in the Sponsor entity, will lose their entire investment in us if we do not complete an initial business combination and will benefit from the completion of a business combination and therefore may be incentivized to complete an acquisition of a less favorable target company or on terms that would be less favorable to Public Stockholders, (ii) B. Riley Principal Commercial Capital, LLC, an affiliate of the Sponsor, agreed to loan up to $20 million to FaZe, which loan accrues interest at a rate of 7% per year, compounded quarterly and is secured by all assets of FaZe, other than certain excluded collateral, subject to Intercreditor Agreements entered into between B. Riley Principal Commercial Capital, LLC and FaZe’s senior lienholders, CPH and Cox, and in connection with such loan, FaZe waived the Minimum Proceeds Condition under the Merger Agreement, and (iii) B. Riley Securities Inc., an affiliate of the Sponsor, and its affiliates will receive approximately $9.6 million in fees that are contingent on the completion of the Business Combination. See the section entitled “Interests of BRPM’s Directors and Officers in the Business Combination” for a further discussion.

If you have any questions or need assistance voting your common stock, please contact D.F. King & Co., Inc. (“DF King”), our proxy solicitor, by calling toll free (800) 820-2415 (or banks and brokers can call (212) 269-5550), or by emailing BRPM@dfking.com. This notice of Special Meeting is, and the proxy statement/prospectus relating to the Business Combination will be, available at [virtual meeting link].

BRPM is an “emerging growth company” and “smaller reporting company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and has elected to comply with certain reduced public company reporting requirements. See “Summary of the Proxy Statement/Prospectus — Emerging Growth Company.”

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This proxy statement/prospectus provides you with detailed information about the Merger and other matters to be considered at the Special Meeting. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in the section of this proxy statement/prospectus titled “Risk Factors”.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE BUSINESS COMBINATION OR THE OTHER TRANSACTIONS CONTEMPLATED THEREBY, AS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [•], 2022, and is first being mailed to stockholders of BRPM on or about [•], 2022.

NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON [•], 2022

B. RILEY PRINCIPAL 150 MERGER CORP.
299 Park Avenue 21st Floor New York,
New York 10171

TO THE STOCKHOLDERS OF B. RILEY PRINCIPAL 150 MERGER CORP.:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of B. Riley Principal 150 Merger Corp., a Delaware corporation (“BRPM,” “we,” “us” or “our”), will be held at [time] a.m., New York City time, on [date], 2022 at [virtual meeting link]. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the agreement and plan of merger (the “Original Merger Agreement”), as amended on December 29, 2021 and March 10, 2022, respectively (collectively, the “Merger Agreement Amendments” and together with the Original Merger Agreement and further amendments and/or restatements from time to time, the “Merger Agreement”), by and among BRPM, BRPM Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of BRPM (“Merger Sub”) and FaZe Clan Inc., a Delaware corporation (“FaZe”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into FaZe (the “Merger”) with FaZe surviving the Merger as a wholly owned subsidiary of BRPM, and the other transactions contemplated thereby (the Merger and such other transactions, the “Business Combination”). A copy of the Original Merger Agreement is attached to this proxy statement/prospectus as Annex A-1, a copy of the Merger Agreement Amendment dated December 29, 2021 is attached to this proxy statement/prospectus as Annex A-2 and a copy of the Merger Agreement Amendment dated March 10, 2022 is attached to this proxy statement/prospectus as Annex A-3. We refer to this proposal as the “Business Combination Proposal”;

Proposals No. 2A and 2B — The Binding Charter Proposals — to consider and vote upon two separate proposals to approve the amendment and restatement of BRPM’s amended and restated certificate of incorporation, dated as of February 18, 2021 (the “Current Charter”), both of which, if approved, would take effect upon the consummation of the Business Combination (collectively, the “Binding Charter Proposals”):

Proposal No. 2A — Binding Charter Proposal A — a proposal for the holders of BRPM’s Class A common stock and Class B common stock, voting together as a single class, to approve the adoption of the second amended and restated certificate of incorporation of BRPM (the “Proposed Charter”), a copy of which is attached hereto as Annex B, which will replace the Current Charter (“Binding Charter Proposal A”);

Proposal No. 2B — Binding Charter Proposal B — a proposal for the holders of BRPM’s Class A common stock to approve an amendment to the Current Charter to (i) increase the number of authorized shares of New FaZe’s capital stock, each with a par value of $0.0001 per share, from 111,000,000 shares consisting of 100,000,000 shares of Class A common stock, 10,000,000 shares of Class B common stock, and 1,000,000 shares of preferred stock, to 501,000,000 shares consisting of 500,000,000 shares of New FaZe common stock and 1,000,000 shares of preferred stock and (ii) to provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of New FaZe’s stock entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL (“Binding Charter Proposal B”);

Proposals No. 3A through 3F — The Advisory Charter Proposals — to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the SEC as six separate sub-proposals (we refer to such proposals as the “Advisory Charter Proposals”);

Proposal No. 3A — Advisory Charter Proposal A — If the Binding Charter Proposals are approved, the Proposed Charter will remove the provisions for BRPM’s current Class B common stock (which will all convert into New FaZe’s single class of common stock in connection with the Business Combination).

Under the Proposed Charter, New FaZe will be authorized to issue 501,000,000 shares of capital stock, consisting of (i) 500,000,000 shares of New FaZe common stock, par value $0.0001 per share, and (ii) 1,000,000 shares of New FaZe preferred stock, par value $0.0001 per share, as opposed to the Current Charter, which authorizes BRPM to issue 111,000,000 shares of capital stock, consisting of (a) 110,000,000 shares of common stock, including 100,000,000 shares of Class A common stock, par value $0.0001 per share, 10,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share;

Proposal No. 3B — Advisory Charter Proposal B — if the Binding Charter Proposals are approved, the Proposed Charter will provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of New FaZe’s stock entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL;

Proposal No. 3C — Advisory Charter Proposal C — The Proposed Charter will eliminate the ability of stockholders to act by written consent;

Proposal No. 3D — Advisory Charter Proposal D — Under the Proposed Charter, the affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New FaZe will be required to amend, alter, repeal or rescind Articles V(B) (Preferred Stock), VI (Directors), VII (Stockholder Meetings), VIII (Director Liability), IX (Indemnification), X (Forum Selection), and XI (Amendments) of the Proposed Charter;

Proposal No. 3E — Advisory Charter Proposal E — under the Proposed Charter, the board of directors of New FaZe (the “New FaZe Board”) is expressly authorized to adopt, amend, alter, or repeal New FaZe’s amended and restated bylaws (the “Proposed Bylaws”). The Proposed Bylaws can also be adopted, amended, altered or repealed by the stockholders, provided that any stockholder amendment to the Proposed Bylaws will require approval of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New FaZe; and

Proposal No. 3F — Advisory Charter Proposal F — The Proposed Charter will change the classification of the New FaZe Board from two classes to three classes, with each class elected for staggered term, as well as with each class consisting, as nearly as may be possible, of one third of the total number of directors constituting the whole board. Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, (i), a director may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of voting stock of New FaZe entitled to vote at an election of directors and (ii) a director may be removed from office at any time only for cause and only by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of voting stock of New FaZe entitled to vote at an election of directors.

Proposal No. 4 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (x) shares of New FaZe common stock pursuant to the terms of the Merger Agreement and (y) shares of New FaZe common stock to certain accredited investors, including affiliates of the Sponsor and an existing stockholder of FaZe (collectively, the “PIPE Investors”) in connection with the PIPE Investment (as later defined in this proxy statement/prospectus), plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (we refer to this proposal as the “Stock Issuance Proposal”);

Proposal No. 5 — The Director Election Proposal — to consider and vote upon a proposal to elect eleven (11) directors to serve on the New FaZe Board for staggered three year terms or until their respective successors are duly elected and qualified (we refer to this proposal as the “Director Election Proposal”);

Proposal No. 6 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve the New FaZe 2022 Omnibus Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex D, including the authorization of the initial share reserve under the Incentive Plan (we refer to this proposal as the “Incentive Plan Proposal”);

Proposal No. 7 — The ESPP Proposal — to consider and vote upon a proposal to approve the New FaZe 2022 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement/prospectus as Annex E, including the authorization of the initial share reserve under the ESPP (we refer to this proposal as the “ESPP Proposal”);

Proposal No. 8 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the foregoing proposals would not be duly approved by our stockholders (we refer to this proposal as the “Adjournment Proposal”).

Only holders of record of shares of BRPM’s Class A common stock and Class B common stock (collectively, “BRPM common stock”) at the close of business on [•], 2022 (the “record date”) are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read, when available, the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, the BRPM Board has determined that each of the Business Combination Proposal, the Binding Charter Proposals, the Advisory Charter Proposals, the Stock Issuance Proposal, the Director Election Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of BRPM and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of BRPM’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of BRPM and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of BRPM’s Directors and Officers in the Business Combination” in the proxy statement/prospectus for a further discussion.

Under the Merger Agreement, the approval of each of the Business Combination Proposal, both Binding Charter Proposals, the Stock Issuance Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the ESPP Proposal (collectively, the “condition precedent proposals”) is a condition to the consummation of the Business Combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals, and the adoption of all proposals (other than the Adjournment Proposal) are conditioned on the approval of the condition precedent proposals. If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal.

In connection with our initial public offering, our Sponsor entered into a letter agreement to vote its shares of BRPM Class B common stock purchased prior to our initial public offering (the “Founder Shares”), the BRPM Class A common stock purchased by the Sponsor in the private placement that was consummated simultaneously with the initial public offering, as well as any shares of BRPM Class A common stock sold as part of the units by us in our initial public offering (the “Public Shares”) purchased by the Sponsor during or after our initial public offering, in favor of our initial business combination. Further, pursuant to the Sponsor Support Agreement, the Sponsor agreed to vote all voting equity securities owned by it in favor of the Merger Agreement, Business Combination, and all other proposals being presented at the Special Meeting. As of the date hereof, the Sponsor owns approximately 22% of our total outstanding common stock. Accordingly, in addition to the shares held by the Sponsor, BRPM would need 6,208,751 Public Shares, or approximately 36% of the 17,250,000 shares sold in BRPM’s initial public offering to be voted in favor of the Business Combination Proposal in order for it to be approved, assuming all outstanding shares are voted on such proposal. If only a minimum quorum of shares of BRPM common stock, consisting of a bare majority of outstanding shares of BRPM common stock, is present at the Special Meeting, BRPM would need only 688,126 Public Shares, or approximately 4% of the Public Shares, to be voted in favor of the Business Combination Proposal

in order for it to be approved (provided that consummation of the Business Combination is conditioned upon, among other things approval of the condition precedent proposals and the requirement that BRPM have net tangible assets of at least $5,000,001 immediately prior to or upon consummation of the Business Combination).

Pursuant to the Current Charter, a holder of Public Shares (a “Public Stockholder”) may request that BRPM redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. There will be no redemption rights upon the completion of our initial business combination, including the Business Combination, with respect to BRPM’s warrants or the Founder Shares. Assuming the Business Combination is consummated, Public Stockholders will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)     (a) hold Public Shares or (b) hold Public Shares through units and you elect to separate your units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

(ii)    prior to 12:00 p.m., New York City time, on [•], 2022 (two business days prior to the scheduled date of the Special Meeting), (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, BRPM’s transfer agent (the “transfer agent”), that BRPM redeem your Public Shares for cash and (b) deliver your Public Shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and Public Warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote for the Business Combination Proposal, do not vote at all, or are not holders on the record date. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If the Business Combination is consummated and a Public Stockholder properly exercises its right to redeem its Public Shares and timely delivers its shares to the transfer agent, we will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding Public Shares. For illustrative purposes, as of [•], 2022, the record date, this would have amounted to approximately $10.00 per Public Share. Prior to exercising redemption rights, Public Stockholders should verify the market price of the BRPM Class A common stock as they may receive higher proceeds from the sale of their BRPM Class A common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. BRPM cannot assure our stockholders that they will be able to sell their BRPM Class A common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when our stockholders wish to sell their shares. If a Public Stockholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any request to redeem Public Shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests, which is two business days prior to the scheduled date of the Special Meeting, and, thereafter, with our consent, until the Closing. If a holder of Public Shares delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that BRPM instruct the transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus. See “The Special Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in our IPO without BRPM’s prior consent.

Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares sold in our initial public offering, then any such shares in excess of that 20% limit would not be redeemed for cash without BRPM’s prior consent.

Furthermore, on October 24, 2021, concurrently with the execution of the Merger Agreement, BRPM entered into Subscription Agreements with the PIPE Investors, including affiliates of the Sponsor and an existing stockholder of FaZe, pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for and agreed to purchase immediately prior to the Closing an aggregate of 11,800,000 shares of New FaZe common stock at a purchase price of $10.00 per share, for aggregate gross proceeds of $118,000,000. PIPE Investors affiliated with the Sponsor has signed Subscription Agreements to purchase 2,200,000 shares of New FaZe common stock in the PIPE Investment and the Sponsor has committed to backstop the funding of up to $100,000,000 of the PIPE Investment at Closing. The closing of the PIPE Investment is conditioned upon the consummation of the Merger and certain other customary conditions provided therein.

On March 10, 2022, B. Riley Principal Commercial Capital, LLC (“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 to FaZe as a single advance a term loan in the principal amount of $10 million (the “Initial Term Loan”) and (ii) upon receipt of a borrowing notice from FaZe, to issue to FaZe in a second advance a term loan in the principal amount of $10 million (the “Final Term Loan” and together with the Initial Term Loan, the “Term Loan”), which borrowing notice was sent by FaZe to B. Riley Lender on April 18, 2022 for the advance of the Final Term Loan on April 25, 2022. 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 promissory note and accrues interest at a rate of 7% per year, compounded quarterly. In connection with the Term Loan, on March 10, 2022, the B. Riley Lender and FaZe entered into a Pledge and Security Agreement (the “Pledge and Security Agreement”) and the B. Riley Lender, FaZe, and FaZe’s senior lienholders, CPH, and Cox, entered into intercreditor agreements (“Intercreditor Agreements”). 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 the Intercreditor Agreements. 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.

All BRPM Stockholders are cordially invited to attend the Special Meeting which will be held in virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a stockholder of record holding shares of BRPM common stock, you may also cast your vote at the Special Meeting electronically by visiting [virtual meeting link]. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank.

Your vote is very important regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If your shares are held in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.

If you have any questions or need assistance voting your common stock, please contact D.F. King & Co., Inc. (“DF King”), our proxy solicitor, by calling toll free (800) 820-2415 (or banks and brokers can call (212) 269-5550), or by emailing BRPM@dfking.com. This notice of Special Meeting is, and the proxy statement/prospectus relating to the Business Combination will be, available at [virtual meeting link].

Thank you for your participation. We look forward to your continued support.

[date], 2022

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF BRPM CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF BRPM CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR SHARES OF BRPM CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by BRPM, constitutes a prospectus of New FaZe under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of New FaZe common stock to be issued to FaZe’s stockholders under the Merger Agreement. This document also constitutes a proxy statement of BRPM under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

You should rely only on the information contained in this proxy statement/prospectus, as may be amended and supplemented. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to BRPM Stockholders nor the issuance by BRPM of its common stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding BRPM has been provided by BRPM and information contained in this proxy statement/prospectus regarding FaZe has been provided by FaZe.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Table of Contents

Additional Information

The registration statement of which this proxy statement/prospectus forms a part contains exhibits and other information that are not included in or delivered with this proxy statement/prospectus. The descriptions in this proxy statement/prospectus of the provisions of documents filed as exhibits to the registration statement are only summaries of those documents. The full documents are available for you to review through the SEC’s website at www.sec.gov. You can also obtain copies of this proxy statement/prospectus or of the documents incorporated by reference therein, free of charge by requesting them in writing or by telephone at the following address and telephone number:

B. Riley Principal 150 Merger Corp.
299 Park Avenue 21st Floor
New York, New York 10171
(212) 457-3300
Attention: Daniel Shribman, Chief Executive Officer

or

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 820-2415
Email: BRPM@dfking.com

To obtain timely delivery, BRPM Stockholders must request the materials no later than five business days prior to the Special Meeting.

You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information”.

Certain Defined Terms

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our” and “BRPM” refer to B. Riley Principal 150 Merger Corp., and the terms “New FaZe,” “combined company” and “post-combination company” refer to FaZe Clan Inc. and its subsidiaries following the consummation of the Business Combination.

In this document:

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, effective at (but subject to) the Closing, by and among New FaZe, BRPM, the Sponsor, and certain FaZe former stockholders, in substantially the form attached to this proxy statement/prospectus as Annex G.

“Accelerated FaZe Options” means, 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 that will, automatically and without any required action on the part of the holder thereof, become vested as of the Effective Time.

“Acquisition Proposal” means, with respect to FaZe and its subsidiaries, any of the following transactions other than the Merger: (i) any acquisition or purchase, direct or indirect, of: (A) a portion of the business of FaZe and its subsidiaries that comprises 15% or more of their combined net revenues or net income; (B) 15% or more of the consolidated assets of FaZe and its subsidiaries, taken as a whole (based on the fair market value thereof, as determined in good faith by the board of directors of FaZe); or (C) 15% or more of the equity or voting securities on a fully diluted basis of (1) FaZe or (2) one or more subsidiaries of FaZe holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of FaZe and its subsidiaries, including, for the avoidance of doubt, a bona fide equity or convertible equity financing; (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any person beneficially owning 15% or more of any class of equity or voting securities of (A) FaZe or (B) one or more subsidiaries of FaZe holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of FaZe and its subsidiaries; or (iii) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the sale or disposition of (A) FaZe or (B) one or more subsidiaries of FaZe holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of FaZe and its subsidiaries; or (iv) any initial public offering or direct listing of any equity securities of FaZe or any of its subsidiaries on any stock exchange.

“Aggregate Earn-Out Consideration” and “Earn-Out Shares” means a number of shares of New FaZe common stock equal to 6% of the sum of (i) the total number of shares of New FaZe common stock that are issued and outstanding as of immediately after the Closing and (ii) the total number of shares of New FaZe common stock equal to the product of the total number of Net Vested Company Option Shares calculated as of immediately prior to the Closing and the Exchange Ratio.

“Aggregate Equity Value Consideration” means 49,966,443 shares of New FaZe common stock.

“Aggregate Fully Diluted FaZe Common Shares” means, without duplication, the aggregate number of shares of FaZe common stock that are issued and outstanding immediately prior to the Effective Time after giving effect to the conversion of FaZe preferred stock, FaZe Warrants and FaZe Notes, minus certain shares converted from certain FaZe Notes, plus the aggregate number of Net Vested Company Option Shares.

“Aggregate Merger Consideration” means a number of shares of New FaZe common stock equal to the sum of the Aggregate Equity Value Consideration plus the Aggregate Earn-Out Consideration.

“Ancillary Agreements” means, collectively (i) the Sponsor Support Agreement, (ii) FaZe Support Agreements, (iii) the Confidentiality Agreement, (iv) the Subscription Agreement, and (v) the A&R Registration Rights Agreement.

“BRPM” means B. Riley Principal 150 Merger Corp., a Delaware corporation (which, after the Closing will be known as FaZe Clan Inc.).

“BRPM Board” means the board of directors of BRPM.

“BRPM Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of BRPM.

“BRPM Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of BRPM.

“BRPM Closing Cash Amount” means an amount, calculated as of the Closing, equal to the sum of (a) the amount of cash available in the Trust Account after taking into account redemptions of Public Shares and after payment of any BRPM Transaction Expenses and FaZe Transaction Expenses, plus (b) the PIPE Investment Amount, plus (c) the aggregate net proceeds of any other equity financing of BRPM agreed to by FaZe, in each case of clauses (b) and (c), to the extent actually received by BRPM, FaZe or any of their respective Subsidiaries substantially concurrently with the Closing and held by BRPM as of the Closing.

“BRPM common stock” means, collectively, the BRPM Class A common stock and BRPM Class B common stock.

“BRPM PIPE Expenses” means any expenses, fees or costs incurred in connection with the PIPE Investment (including the success fees payable to the placement agents of the PIPE Investment pursuant to the applicable engagement letters), excluding any FaZe PIPE Expenses.

“BRPM Stockholder Approval” means the approval of (1) the Business Combination Proposal by an affirmative vote of the holders of at least a majority of the shares of BRPM common stock entitled to vote (as determined in accordance with the Current Charter and BRPM’s bylaws) that are voted at a stockholders’ meeting duly called by the BRPM Board and held for such purpose, (2) Binding Charter Proposal A by an affirmative vote of the holders of at least a majority of the outstanding shares of BRPM common stock entitled to vote (as determined in accordance with the Current Charter and BRPM’s bylaws) at a stockholders’ meeting duly called by the BRPM Board and held for such purpose, (3) Binding Charter Proposal B by an affirmative vote of the holders of at least a majority of the outstanding shares of BRPM Class A common stock, voting separately as a single class; and (3) the Advisory Charter Proposals, Stock Issuance Proposal, Incentive Plan Proposal, ESPP Proposal, and if necessary, the Adjournment Proposal, in each case, by an affirmative vote of the holders of at least a majority of the shares of BRPM common stock present and entitled to vote thereupon (as determined in accordance with the Current Charter and BRPM’s bylaws) at a stockholders’ meeting duly called by the BRPM Board and held for such purpose.

“BRPM Stockholders” means the holders of BRPM common stock.

“BRPM Transaction Expenses” means the following out-of-pocket fees and expenses paid or payable by BRPM (whether or not billed or accrued for) as a result of or in connection with its initial public offering, operations, or the negotiation, documentation and consummation of its initial business combination: (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants, financial printers, transfer and trust agents, and other advisors and service providers, including the fees payable to B. Riley Securities, Inc. pursuant to the terms of the Business Combination Marketing Agreement, (b) all filing fees incurred in connection with making certain required filings pursuant to the Merger Agreement, (c) all fees and expenses incurred in connection with preparing and filing this proxy statement/prospectus, obtaining approval of Nasdaq to list the BRPM common stock and obtaining the BRPM Stockholder Approval, (d) obligations under any BRPM working capital loans (which are required to be repaid in cash pursuant to the Merger Agreement) and the reimbursement of documented expenses incurred by the Sponsor and BRPM’s officers and directors on BRPM’s behalf, (e) any expense incurred in connection with the directors’ and officers’ “tail” insurance policy pursuant to the Merger Agreement, and (f) all transfer taxes, in each case of clauses (a) through (f), solely to the extent such fees and expenses are unpaid as of the Closing.

“BRPM units” means the units of BRPM, each consisting of one share of BRPM Class A common stock and one-third of one BRPM warrant.

“BRPM warrants” means the warrants of BRPM, each exercisable for one share of BRPM Class A common stock beginning on the later of 30 days following the completion of BRPM’s initial business combination and February 23, 2022, at an initial exercise price of $11.50 per share.

“Business Combination” means the transactions contemplated by the Merger Agreement, including the Merger.

“Change of Control” means (a) any transaction or series of related transactions (whether by merger, consolidation, tender offer, exchange offer, stock transfer or otherwise) that results in any third-party purchaser acquiring beneficial ownership of equity securities of New FaZe that represent more than 50% of (i) the issued and outstanding shares of New FaZe common stock or (ii) the combined voting power of the then-outstanding voting equity securities of New FaZe, (b) any transaction or series of transactions constituting a merger, consolidation, reorganization or other business combination, however effected, following which the members of the New FaZe Board or the FaZe board of directors immediately prior to such merger, consolidation, reorganization or other business combination do not constitute at

least a majority of the board of directors of the company surviving the combination or, if the surviving company is a subsidiary, the ultimate parent company thereof, or (c) any sale, transfer or other disposition to a third-party purchaser of all or more than 50% of the assets (by value), or assets generating at least 50% of the gross revenues or net income, of New FaZe and its Subsidiaries on a consolidated basis (other than any sale, transfer or other disposition of property or assets in the ordinary course of business). For clarity, the preceding clause (a) shall include any merger or consolidation of New FaZe with any person if immediately after the consummation of such merger or consolidation, the New FaZe common stock outstanding immediately prior to such merger or consolidation do not continue to represent, or are not converted into, voting securities representing in the aggregate more than 50% of the combined voting power of all of the outstanding voting securities of the person resulting from such merger or consolidation or, if the surviving company is a subsidiary, the ultimate parent company thereof.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the Closing actually occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collaborator” means any third party business or individual with which FaZe creates digital content or consumer goods.

“Collaboration” means a cross-promotional venture to create digital content or consumer goods.

“Consumer” means an individual who may watch, buy, or otherwise interact with FaZe content, goods, or products.

COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar Law, directive, guidelines or recommendations promulgated by any industry group or any governmental authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the CARES Act and Families First Act.

“Customer” means a purchaser of retail goods sold by FaZe.

“DF King” means D. F. King & Co., Inc., proxy solicitor to BRPM.

“DGCL” means the General Corporation Law of the State of Delaware.

“DTC” means The Depository Trust Company.

“Earn-Out Exchange Ratio” is the quotient obtained by dividing (x) 6% of the sum of (i) the total number of shares of New FaZe common stock that are issued and outstanding as of immediately after the Closing and (ii) the total number of shares of New FaZe common stock equal to the product of the total number of Net Vested Company Option Shares calculated as of immediately prior to the Closing and the Exchange Ratio 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 and more fully described in this proxy statement/prospectus). BRPM presently estimates that the Earn-Out Exchange Ratio will be approximately 0.23, assuming no redemptions.

“Effective Time” means the time when the Merger becomes effective.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the quotient obtained by dividing (a) the number of shares constituting the Aggregate Merger Consideration, by (b) the number of Aggregate Fully Diluted FaZe Common Shares. BRPM presently estimates that the Exchange Ratio will be approximately 2.30.

“fan” means an individual reached by FaZe content across any platform. The term “fan” embodies the related term “subscriber”, which refers to a fan who accesses FaZe content on a platform that refers to its users as subscribers (e.g., YouTube), and the related term “follower”, which means a fan who accesses FaZe content on a platform that refers to its users as followers (e.g., Instagram).

“FASB” means the Financial Accounting Standards Board.

“FaZe” means FaZe Clan Inc., a Delaware corporation.

“FaZe Awards” means the FaZe Options and FaZe Restricted Stock Awards.

“FaZe capital stock” means FaZe common stock and FaZe preferred stock.

“FaZe Charter” means the FaZe amended and restated certificate of incorporation, dated as of April 27, 2017 (as it may be subsequently amended, supplemented or amended and restated).

“FaZe common stock” means the common stock, par value $0.00001 per share, of FaZe.

“FaZe Incentive Plan” means the FaZe Clan Inc. Amended and Restated 2011 Stock Incentive Plan, as amended from time to time.

“FaZe Notes” means the convertible promissory notes of FaZe that will be converted into shares of FaZe common stock immediately prior to the Effective Time.

“FaZe Option” means an option to purchase shares of FaZe common stock granted under the FaZe Incentive Plan.

“FaZe PIPE Investor” means AEV Esports, LLC (“AEV”), an affiliate of Cox Investment Holdings, Inc. (“Cox”) and, following a reorganization and assignment by Cox to AEV, an assignee of Cox’s rights and obligations under Cox’s Subscription Agreement, the Cox notes, the Cox Consent Letter and certain related documents (each such term as defined below). Prior to the assignment, Cox was a PIPE Investor and securityholder of FaZe.

“FaZe preferred stock” means FaZe Series A preferred stock, par value $0.00001 per share, as authorized under the FaZe Charter.

“FaZe Restricted Stock Award” means an award of shares of FaZe common stock granted or acquired under the FaZe Incentive Plan that are subject to vesting and/or a right of repurchase (including, without limitation, any such shares acquired upon early exercise of a FaZe Option).

“FaZe Stockholder” means each holder of FaZe capital stock or securities exercisable for or convertible into FaZe capital stock prior to the Closing.

“FaZe Stockholder Approval” means (i) the adoption and approval of the certificate of amendment to the FaZe Charter and (ii) the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger and the transactions contemplated thereby, by the (a) affirmative vote or written consent of the holders of at least a majority of the voting power (on an as-converted basis) of the outstanding FaZe common stock voting as a single class; (b) the affirmative vote or written consent of the holders of at least a majority of the voting power of the outstanding FaZe preferred stock, voting as a single class.

“FaZe Support Agreements” means those certain support agreements, dated as of October 24, 2021, by and between FaZe and certain of its stockholders.

“FaZe Transaction Expenses” means the following out-of-pocket fees and expenses paid or payable by FaZe or any of its Subsidiaries (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the transactions contemplated by the Merger Agreement: (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (b) change-in-control payments, transaction bonuses, retention payments, severance or similar compensatory payments payable by FaZe or any of its Subsidiaries to any current or former employee (including any amounts due under any consulting agreement with any such former employee), independent contractor, officer, or director of FaZe or any of its Subsidiaries as a result of the transactions contemplated by the Merger Agreement (and not tied to any subsequent event or condition, such as a termination of employment), including the employer portion of payroll taxes arising therefrom, and (c) amounts owing or that may become owed, payable or otherwise due, directly or indirectly, by FaZe or any of its Subsidiaries to any affiliate of FaZe or any of its Subsidiaries in connection with the consummation of the transactions contemplated hereby, including fees, costs and expenses related to the termination of any affiliate agreement, in each case of clauses (a) through (c), solely to the extent such fees and expenses are unpaid as of the Closing.

“FaZe Warrant” means each outstanding warrant to purchase shares of FaZe capital stock.

“Founder Shares” means the aggregate of 4,312,500 shares of BRPM Class B common stock held by the Sponsor.

“GAAP” means United States generally accepted accounting principles.

“Governing Documents” means the legal document(s) by which any person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the Governing Documents of a corporation are its certificate of incorporation and by-laws, the Governing Documents of a limited partnership are its limited partnership agreement and certificate of limited partnership, the Governing Documents of a limited liability company are its operating agreement and certificate of formation and the Governing Documents of an exempted company are its memorandum and articles of association.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Insiders Letter Agreement” means the Letter Agreement among BRPM, Sponsor and each of the executive officers and directors of BRPM, dated as of February 18, 2021.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means BRPM’s initial public offering of the sale of 17,250,000 BRPM units at $10.00 per unit.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Merger” means the merger of Merger Sub with and into FaZe.

“Merger Agreement” means that Agreement and Plan of Merger, dated as of October 24, 2021, as amended on December 29, 2021 and March 10, 2022, and as may be further amended and/or restated from time to time, by and among BRPM, Merger Sub, and FaZe.

“Merger Consideration Value” means an amount in cash equal to the product of (a) the Exchange Ratio and (b) the VWAP per share of BRPM Class A common stock for the five consecutive trading days immediately preceding (but not including) the Closing Date.

“Merger Sub” means BRPM Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of BRPM.

“Minimum Proceeds Condition” means the minimum BRPM Closing Cash Amount required under the Merger Agreement, which condition was waived by FaZe on March 10, 2022 in connection with the Term Loan.

“Net Vested Company Option Share” means, with respect to each Vested FaZe Option, a number of whole and partial shares of FaZe common stock (computed to the nearest four decimal places) equal to (a) the product obtained by multiplying (i) the number of shares of FaZe common stock subject to such Vested FaZe Option immediately prior to the Effective Time, and (ii) the excess, if any, of the Merger Consideration Value over the exercise price per share of FaZe common stock subject to such Vested FaZe Option, divided by (b) the Merger Consideration Value.

“New FaZe” means FaZe Holdings Inc., a Delaware corporation (which, prior to consummation of the business combination, was known as B. Riley Principal 150 Merger Corp.).

“New FaZe Board” means the board of directors of New FaZe.

“New FaZe common stock” means the shares common stock, par value $0.0001 per share, of New FaZe following consummation of the Business Combination.

“New FaZe Management” means the management of New FaZe following the consummation of the Business Combination.

“New FaZe preferred stock” means the shares of New FaZe preferred stock, par value $0.0001 per share.

“New FaZe Stockholders” means the holders of New FaZe common stock or New FaZe preferred stock.

“Nasdaq” means the Nasdaq Capital Market.

“Outside Date” means 5:00 p.m. Eastern Time, on July 25, 2022.

“Partner” means a sponsor or sponsorship partner of FaZe.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind.

“PIPE Investment Amount” means the aggregate gross purchase price received by BRPM prior to or substantially concurrently with the Closing in respect of all of the shares purchased in the PIPE Investment.

“PIPE Investment” means the purchase of an aggregate of 11,800,000 shares of BRPM Class A common stock pursuant to the Subscription Agreements.

“PIPE Investors” means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements, including the Sponsor Related PIPE Investors, FaZe PIPE Investor, and third-party investors.

“Private Placement Units” means the 520,000 units purchased by our Sponsor at the time of the IPO, each unit consisting of one share of BRPM Class A common stock and one-third of one BRPM warrant.

“Private Placement Warrants” means the BRPM warrants included in the Private Placement Units.

“Proposed Bylaws” means the amended and restated bylaws of New FaZe, a copy of which is attached as Annex C to this proxy statement/prospectus.

“Proposed Charter” means the proposed second amended and restated certificate of incorporation of New FaZe which, if approved, would take effect upon the Closing, a copy of which is attached as Annex B to this proxy statement/prospectus.

“Public Shares” means shares of BRPM Class A common stock included in the BRPM units issued in the IPO.

“Public Stockholders” means holders of Public Shares.

“Public Warrants” means the BRPM warrants included in the BRPM units issued in the IPO, each of which is exercisable for one share of BRPM Class A common stock at an exercise price of $11.50 per share, subject to adjustment, in accordance with its terms.

“Special Meeting” means the meeting of the stockholders of BRPM, convened in accordance with BRPM’s Governing Documents wherein the stockholders of BRPM will consider and vote on the Transaction Proposals.

“Sponsor” means B. Riley Principal 150 Sponsor Co., LLC, a Delaware limited liability company.

“Sponsor Note” means that certain promissory note, dated as of June 19, 2020, by and between BRPM and the Sponsor.

“Sponsor Related PIPE Investors” means the affiliates of Sponsor participating in the PIPE Investment.

“Subscription Agreements” means the subscription agreements pursuant to which the PIPE Investment will be consummated, each dated October 24, 2021, between BRPM and the PIPE Investors.

“Subsidiary” means, with respect to a Person, a corporation or other entity of which more than 50% of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person.

“Talent” means a creator of content used by FaZe.

“Trading Day” means any day on which shares of New FaZe common stock are actually traded on the principal securities exchange or securities market on which shares of New FaZe common stock are then traded.

“Transaction Proposals” means any of the Business Combination Proposal, Binding Charter Proposals, Advisory Charter Proposals, Stock Issuance Proposal, Director Election Proposal, Incentive Plan Proposal, ESPP Proposal, adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, adoption and approval of any other proposals as reasonably agreed by BRPM and FaZe to be necessary or appropriate in connection with the transactions contemplated hereby, and the Adjournment Proposal.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of BRPM and FaZe. These statements are based on the beliefs and assumptions of the management of BRPM and FaZe. Although BRPM and FaZe believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither BRPM nor FaZe can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “will”, “should”, “seeks”, “plans”, “scheduled”, “anticipates” or “intends” or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, FaZe’s management. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about:

•        the ability of BRPM and FaZe to meet the Closing conditions to the Business Combination, including approval by stockholders of BRPM;

•        the ability of BRPM and FaZe prior to the Business Combination, and New FaZe following the Business Combination, to:

•        realize the benefits expected from the Business Combination;

•        obtain and maintain the listing of the New FaZe common stock on Nasdaq following the Business Combination;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the level of redemptions by Public Stockholders of BRPM which may be greater than expected;

•        New FaZe’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination;

•        factors relating to the business, operations and financial performance of FaZe, including, but not limited to:

•        New FaZe’s limited operating history;

•        New FaZe’s ability to maintain and grow the strength of its brand reputation;

•        New FaZe’s ability to retain existing and attract new Esports professionals, content creators and influencers;

•        New FaZe’s ability to continue to monetize its platform;

•        New FaZe’s ability to maintain and strengthen its community of brand partners, engaged consumers, content creators, influencers and Esports professionals;

•        New FaZe’s reliance on the internet and various third-party mass media platforms;

•        New FaZe’s ability to effectively compete within the online entertainment industry, as well as the broader entertainment industry;

•        New FaZe’s ability to continue to adapt to technological change and effectively allocate resources among emerging technologies and business models;

•        the risk of cyber-attacks or other security incidents;

•        whether New FaZe is subject to any risks as a result of its global operations;

•        New FaZe’s ability to secure future financing, if needed, and New FaZe’s ability to repay its existing indebtedness when due;

•        New FaZe’s ability to respond to general economic conditions;

•        New FaZe’s ability to manage its growth effectively;

•        the impact of the COVID-19 pandemic;

•        litigation, including the ability to adequately protect New FaZe’s intellectual property rights;

•        New FaZe’s ability to comply with complex regulatory requirements; and

•        other factors detailed under the section entitled “Risk Factors.”

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of BRPM and FaZe prior to the Business Combination, and New FaZe following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can BRPM or FaZe assess the impact of all such risk factors on the business of BRPM and FaZe prior to the Business Combination, and New FaZe following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to BRPM or FaZe or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. BRPM and FaZe prior to the Business Combination, and New FaZe following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Questions and Answers about the Business
Combination and the Special Meeting

The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. BRPM urges you to carefully read the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote or whether to redeem your Public Shares. Additional important information is also contained in the appendices and exhibits to this proxy statement/prospectus.

Questions and Answers about the Special Meeting of BRPM Stockholders

Q:     Why am I receiving this proxy statement/prospectus?

A:     BRPM, Merger Sub, and FaZe have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Original Merger Agreement is attached hereto as Annex A-1, a copy of the Merger Agreement Amendment dated December 29, 2021 is attached hereto as Annex A-2 and a copy of the Merger Agreement Amendment dated March 10, 2022 is attached hereto as Annex A-3. BRPM urges its stockholders to read the Merger Agreement in its entirety. The Merger Agreement must be approved by the BRPM Stockholders in accordance with the Current Charter. BRPM is holding a Special Meeting to obtain that approval. BRPM Stockholders will also be asked to vote on certain other matters described in this proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement and thereby approve the Business Combination. Additionally, BRPM must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed in connection with its initial business combination. Holders who wish to exercise their redemption rights must, prior to 12:00 p.m., Eastern Time, on [•], 2022 (two business days before the scheduled vote at the Special Meeting): (i) elect to separate their BRPM units into the underlying Public Shares and Public Warrants, (ii) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to the Transfer Agent that BRPM redeem their Public Shares for cash, and (iii) deliver their Public Shares to the Transfer Agent physically or electronically using the DTC’s Deposit and Withdrawal at Custodian (DWAC) system.

THE VOTE OF BRPM STOCKHOLDERS IS IMPORTANT. BRPM STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE SPECIAL MEETING.

Q:     Why is BRPM proposing the Business Combination?

A:     BRPM was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

On February 23, 2021, BRPM completed its IPO of units, with each unit consisting of one share of BRPM Class A common stock and one-third of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of BRPM Class A common stock at a price of $11.50 per share, at a price of $10.00 per unit, raising total gross proceeds of approximately $172,500,000. Simultaneously with the closing of the IPO, BRPM consummated the private placement to the Sponsor of 520,000 Private Placement Units, at a price of $10.00 per unit, generating gross proceeds of $5,200,000. Upon the closing of the IPO and private placement, $172,500,000 of the net proceeds of the sale of BRPM units and Private Placement Units was placed into the Trust Account.

Like most blank check companies, BRPM’s Current Charter provides for the return of the proceeds of the IPO held in the Trust Account to the holders of Public Shares if there is no qualifying business combination(s) consummated on or before a certain date (in BRPM’s case, February 23, 2023). Since the IPO, BRPM’s activity has been limited to the evaluation of business combination target companies.

Based on its due diligence investigations of FaZe and the industries in which it operates, including the financial and other information provided by FaZe in the course of BRPM’s due diligence investigations, the BRPM Board believes that the Business Combination with FaZe is in the best interests of BRPM and its stockholders and presents an opportunity to increase stockholder value.

Although the BRPM Board believes that the Business Combination with FaZe presents a unique business combination opportunity and is in the best interests of BRPM and its stockholders, the BRPM Board did consider certain potentially material negative factors as well as certain conflicts of interests in arriving at that conclusion. See “The Business Combination Proposal — Recommendation of the BRPM Board and Reasons for the Business Combination” for a discussion of the factors considered by the BRPM Board in making its decision.

Q:     When and where will the Special Meeting take place?

A:     The BRPM Special Meeting will be held on [date], 2022, at [time] a.m. New York City time, at [virtual meeting link]. In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the BRPM Board determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast. The BRPM Board believes that this is the right choice for BRPM and its stockholders at this time, as it permits stockholders to attend and participate in the Special Meeting while safeguarding the health and safety of BRPM’s stockholders, directors and management team. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting [virtual meeting link]. To participate in the virtual meeting, you will need a 12-digit control number assigned by Continental Stock Transfer & Trust Company. The meeting webcast will begin promptly at [time] a.m., New York City time. You may also attend the meeting telephonically by dialing 1-[•] (toll-free within the United States and Canada) or +1-[•] (outside of the United States and Canada, standard rates apply). The passcode for telephone access is [•]#, but please note that you will not be able to vote or ask questions if you choose to participate telephonically. We encourage you to access the meeting prior to the start time and you should allow ample time for the check-in procedures.

Because the Special Meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Q:     What matters will be considered at the Special Meeting?

A:     The BRPM Stockholders will be asked to consider and vote on the following proposals:

•        Business Combination Proposal — a proposal to adopt the Merger Agreement and approve the Business Combination;

•        Binding Charter Proposals — separate proposals to approve (i) the adoption of the Proposed Charter and (ii) amendments to the Current Charter to increase New FaZe’s authorized capital stock and provide that the number of authorized shares of any class of stock may be increased decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of New FaZe’s stock entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL;

•        Advisory Charter Proposals — separate proposals to approve, on a non-advisory basis and as required by applicable SEC guidance, certain material differences between the Current Charter and the Proposed Charter;

•        Stock Issuance Proposal — a proposal to approve, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (x) shares of New FaZe common stock pursuant to the terms of the Merger Agreement and (y) shares of New FaZe common stock to the PIPE Investors, including the Sponsor Related PIPE Investors and FaZe PIPE Investor, in connection with the PIPE Investment, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing;

•        Director Election Proposal — a proposal to elect eleven (11) directors, in each case to serve on the New FaZe Board for staggered three year terms or until such director’s earlier death, resignation, retirement or removal;

•        Incentive Plan Proposal — a proposal to approve the Incentive Plan;

•        ESPP Proposal — a proposal to approve the ESPP; and

•        Adjournment Proposal — a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved by our stockholders.

Q:     Is my vote important?

A:     Yes. The Business Combination cannot be completed unless the Merger Agreement is approved by a majority of the shares of BRPM common stock entitled to vote (as determined in accordance with the Current Charter and BRPM’s bylaws) that are voted at the Special Meeting, and the other condition precedent proposals achieve the necessary vote outlined below. Only BRPM Stockholders as of the close of business on [•], 2022, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The BRPM Board unanimously recommends that such BRPM Stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of both of the Binding Charter Proposals, “FOR” the approval, on an advisory basis, of each of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Director Election Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.

Q:     If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

A:     No. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As a result, your Public Shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     What BRPM Stockholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?

A:     The Business Combination Proposal.    Approval of the Business Combination Proposal requires the affirmative vote of a majority of the shares of BRPM common stock entitled to vote (as determined in accordance with the Current Charter and BRPM’s bylaws) that are voted at the Special Meeting. The failure to vote, broker non-votes, and abstentions will have no effect on the outcome of the proposal. Our Sponsor and officers and directors have agreed to vote their shares in favor of the Business Combination. The percentage of outstanding shares of BRPM Class B common stock held by our Sponsor that are obligated to vote in favor of the Business Combination, represents approximately 22% of the voting power of BRPM. Accordingly, in addition to the shares held by the Sponsor, BRPM would need 6,208,751 Public Shares, or approximately 36% of the 17,250,000 shares sold in BRPM’s initial public offering to be voted in favor of the Business Combination Proposal in order for it to be approved, assuming all outstanding shares are voted on such proposal. If only a minimum quorum of shares of BRPM common stock, consisting of a bare majority of outstanding shares of BRPM common stock, is present at the Special Meeting, BRPM would need only 688,126 Public Shares, or approximately 4% of the Public Shares, to be voted in favor of the Business Combination Proposal in order for it to be approved (provided that consummation of the Business Combination is conditioned upon, among other things approval of the condition precedent proposals and the requirement that BRPM have net tangible assets of at least $5,000,001 immediately prior to or upon consummation of the Business Combination).

The Binding Charter Proposals.    Approval of Binding Charter Proposal A requires an affirmative vote of the holders of at least a majority of the outstanding shares of BRPM common stock entitled to vote (as determined in accordance with the Current Charter and BRPM’s bylaws) at the Special Meeting. Approval of Binding Charter Proposal B requires an affirmative vote of the holders of at least a majority of the outstanding shares of BRPM Class A common stock, voting separately as a single class. Abstentions and broker non-votes will have the same effect as a vote “against” both of these proposals because an absolute majority of the outstanding shares is required for approval.

The Advisory Charter Proposals.    Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires an affirmative vote of the holders of at least a majority of the shares of BRPM common stock present (which would include presence at the virtual Special Meeting and representation by

proxy) and entitled to vote thereupon (as determined in accordance with the Current Charter and BRPM’s bylaws). The failure to vote, broker non-votes and abstentions have no effect on the outcome of the proposal because they do not constitute votes cast.

The Director Election Proposal.    Approval of the Director Election Proposal requires a plurality of the votes cast by BRPM Stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon, voting together as a single class. Accordingly, a BRPM Stockholder’s abstention, failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting or a broker non-vote will have no effect on the outcome of Director Election Proposal.

The Stock Issuance Proposal.    Approval of the Stock Issuance Proposal requires an affirmative vote of the holders of at least a majority of the shares of BRPM common stock present (which would include presence at the virtual Special Meeting and representation by proxy) and entitled to vote thereupon (as determined in accordance with the Current Charter and BRPM’s bylaws). The failure to vote, broker non-votes and abstentions have no effect on the outcome of the proposal because they do not constitute votes cast.

The Incentive Plan Proposal.    Approval of the Incentive Plan Proposal requires an affirmative vote of the holders of at least a majority of the shares of BRPM common stock present (which would include presence at the virtual Special Meeting and representation by proxy) and entitled to vote thereupon (as determined in accordance with the Current Charter and BRPM’s bylaws). The failure to vote, broker non-votes and abstentions have no effect on the outcome of the proposal because they do not constitute votes cast.

The ESPP Proposal.    Approval of the ESPP Proposal requires an affirmative vote of the holders of at least a majority of the shares of BRPM common stock present (which would include presence at the virtual Special Meeting and representation by proxy) and entitled to vote thereupon (as determined in accordance with the Current Charter and BRPM’s bylaws). The failure to vote, broker non-votes and abstentions have no effect on the outcome of the proposal because they do not constitute votes cast.

The Adjournment Proposal.    Approval of the Adjournment Proposal requires an affirmative vote of the holders of at least a majority of the shares of BRPM common stock present (which would include presence at the virtual Special Meeting and representation by proxy) and entitled to vote thereupon (as determined in accordance with the Current Charter and BRPM’s bylaws). The failure to vote, broker non-votes and abstentions have no effect on the outcome of the proposal because they do not constitute votes cast.

Q:     What will FaZe’s securityholders receive in connection with the Business Combination?

A:     Subject to the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain closing conditions set forth therein, at the Closing, 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 equal to the Exchange Ratio and such number of Earn-Out Shares 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). At the Effective Time of the Business Combination, each FaZe Restricted Stock Award that is outstanding and unvested as of immediately prior to the Effective Time (after giving effect to any vesting that may occur in connection with the Merger) will be cancelled and converted into New FaZe Restricted Stock Awards relating to the number of shares of New FaZe common stock equal to the Per Share Merger Consideration. Further, at the Effective Time, each option outstanding under FaZe’s existing incentive plans will be assumed by New FaZe and converted into an option to purchase a number of shares of New FaZe 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 underlying such Vested FaZe Options multiplied by the Earn-Out Exchange Ratio. See the section titled “The Merger Agreement” for more information.

Q:     What equity stake will current BRPM Stockholders and FaZe Stockholders hold in New FaZe immediately after the consummation of the Business Combination?

A:     The following table illustrates varying ownership levels in BRPM before, and New FaZe immediately following, the consummation of the Business Combination at various redemption levels, including the dilutive effect of outstanding warrants:

__________

(1)      Includes 500,000 shares subscribed by the FaZe PIPE Investor in the PIPE Investment. Includes 6,440,827 Earn-Out Shares in the no redemptions scenario, 6,197,708 Earn-Out Shares in the Minimum Proceeds Condition (22.1%) redemptions scenario, 5,890,290 Earn-Out Shares in the 50% redemptions scenario, 5,615,030 Earn-Out Shares in the 75% redemptions scenario, and 5,339,757 Earn-Out Shares in the 100% redemptions scenario. Earn-Out Shares 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. Also includes, in each redemptions scenario, 12,736,836 shares of New FaZe common stock issued to FaZe Stockholders pursuant to the Company Conversion, 369,159 shares of New FaZe common stock issuable in respect of New FaZe Restricted Stock Awards, and 18,130,167 shares of New FaZe common stock issuable to FaZe Stockholders upon the cash exercise of New FaZe options that are vested as of the Closing or will be exercisable within 60 days of the Closing, assuming the Closing occurred on February 28, 2022.

(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 New FaZe common stock in accordance with the terms of the warrants. In each redemptions scenario, 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. Includes 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 and 2,200,000 shares subscribed by the Sponsor Related PIPE Investors, respectively, in the PIPE Investment. Such shares are presented in the FaZe Stockholders and Sponsor and Related Parties lines, respectively.

(5)      This scenario assumes that 3,808,841 Public Shares, or approximately 22.1% of the Public Shares, are redeemed for an aggregate payment of approximately $38.1 million from the Trust Account, which is the maximum amount of redemptions that could occur and still satisfy the Minimum Proceeds Condition.

(6)      This scenario assumes that 8,625,000 Public Shares, or 50% of the Public Shares, are redeemed for an aggregate payment of approximately $86.3 million from the Trust Account, which is a redemptions scenario that could occur due to FaZe’s waiver of the Minimum Proceeds Condition.

(7)      This scenario assumes that 12,937,500 Public Shares, or 75% of the Public Shares, are redeemed for an aggregate payment of approximately $129.4 million from the Trust Account, which is a redemptions scenario that could occur due to FaZe’s waiver of the Minimum Proceeds Condition.

(8)      This scenario assumes that all 17,250,000 Public Shares, or 100% of the Public Shares, are redeemed for an aggregate payment of approximately $172.5 million from the Trust Account, which is a redemptions scenario that could occur due to FaZe’s waiver of the Minimum Proceeds Condition.

(9)      Share ownership and voting power presented under each redemptions scenario in the table above are only presented for illustrative purposes. BRPM cannot predict how many of its Public Stockholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current BRPM and FaZe Stockholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to the Business Combination — The ability of our Public Stockholders to exercise redemption rights with respect to a large number of our Public Shares may not allow us to complete the Business Combination, have sufficient cash available to fund New FaZe’s business or optimize the capital structure of New FaZe.”

Q:     How has the announcement of the Business Combination affected the trading price of the BRPM securities?

A:     On October 22, 2021, the trading date preceding the announcement of the Business Combination, the closing prices per share of the BRPM units, BRPM Class A common stock, and BRPM warrants as reported by Nasdaq were $10.00, $9.74, and $0.81, respectively. The closing prices per share of the BRPM units, BRPM Class A common stock, and BRPM warrants as reported on Nasdaq on March 9, 2022, were $10.14, $9.87, and $0.88, respectively. Holders of BRPM’s securities should obtain current market quotations for the securities. The market price of BRPM’s securities could vary at any time prior to Closing.

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     A total of $172,500,000 of the proceeds from the IPO and the sale of the Private Placement Units, was placed in a Trust Account at J.P. Morgan Chase Bank, N.A. maintained by the Trustee. As of December 31, 2021, there were investments and cash held in the Trust Account of $172,516,200. These funds will not be released until the earlier of Closing or the redemption of our Public Shares if we are unable to complete an initial business combination by February 23, 2023 or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation (an “Extension Period”), although we may withdraw the interest earned on the funds held in the Trust Account to pay taxes.

Q:     What happens if a substantial number of the Public Stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?

A:     BRPM Stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders. The consummation of the Business Combination is conditioned upon, among other things, BRPM having an aggregate cash amount of at least $218,000,000 available at Closing from the Trust Account (after giving effect to redemptions and payment of BRPM Transaction Expenses and FaZe Transaction Expenses) and PIPE Investment (the “Minimum Proceeds Condition”). In connection with the Term Loan, FaZe waived the Minimum Proceeds Condition on March 10, 2022. With fewer Public Shares and Public Stockholders, the trading market for New FaZe common stock may be less liquid than the market for BRPM Class A common stock was prior to consummation of the Business Combination and New FaZe may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into FaZe’s business will be reduced. As a result, the proceeds will be greater in the event that no Public Stockholders exercise redemption rights with respect to their Public Shares for a pro rata portion of the Trust Account as opposed to the scenario in which BRPM’s Public Stockholders exercise the maximum allowed redemption rights. If the Trust Account proceeds that would be available to FaZe following the redemption deadline are less than $218 million (representing the amount of cash required by the Minimum Proceeds Condition, which has been waived by FaZe), New FaZe will have less cash available to pursue its anticipated growth strategies and new initiatives, including FaZe’s acquisition strategy. As a result, New FaZe’s results of operations and financial condition may be worse than projected.

The table below presents the trust value per share to a Public Stockholder that elects not to redeem across a range of redemptions scenarios.

____________

(1)      Assumes no Public Shares are redeemed and that 6,440,827 Earn-Out Shares are issued.

(2)      Assumes 3,808,841 Public Shares are redeemed, representing approximately 22.1% of the outstanding Public Shares, and that 6,197,708 Earn-Out Shares are issued.

(3)      Assumes 8,625,000 Public Shares are redeemed, representing 50% of the outstanding Public Shares, and that 5,890,290 Earn-Out Shares are issued.

(4)      Assumes 12,937,500 Public Shares are redeemed, representing 75% of the outstanding Public Shares, and that 5,615,030 Earn-Out Shares are issued.

(5)      Assumes all Public Shares are redeemed and that 5,339,757 Earn-Out Shares are issued.

(6)      Based on a post-transaction equity value of New FaZe of the following (in billions):

____________

(6a)    Based on a post-transaction equity value of New FaZe of approximately $1.05 billion, or approximately $1.09 billion less the approximately $38.1 million (or approximately $10.0009 per share, representing its original per share portion of the principal in the Trust Account and the interest accrued thereon) that would be paid from the Trust Account to redeem 3,808,841 Public Shares in connection with the Business Combination.

(6b)    Based on a post-transaction equity value of New FaZe of approximately $1.00 billion, or approximately $1.09 billion less the approximately $86.3 million (or approximately $10.0009 per share, representing its original per share portion of the principal in the Trust Account and the interest accrued thereon) that would be paid from the Trust Account to redeem 8,625,000 Public Shares in connection with the Business Combination.

(6c)    Based on a post-transaction equity value of New FaZe of approximately $0.96 billion, or approximately $1.09 billion less the approximately $129.4 million (or approximately $10.0009 per share, representing its original per share portion of the principal in the Trust Account and the interest accrued thereon) that would be paid from the Trust Account to redeem 12,937,500 Public Shares in connection with the Business Combination.

(6d)    Based on a post-transaction equity value of New FaZe of approximately $0.92 billion, or approximately $1.09 billion less the approximately $172.5 million (or approximately $10.0009 per share, representing its original per share portion of the principal in the Trust Account and the interest accrued thereon) that would be paid from the Trust Account to redeem 17,250,000 Public Shares in connection with the Business Combination.

(6e)    Based on a post-transaction equity value of New FaZe of the Base Scenario in the respective redemptions scenario column plus the full exercise of the Public Warrants for a total cash exercise price of approximately $66.1 million (or $11.50 per share).

(6f)    Based on a post-transaction equity value of New FaZe of the Base Scenario in the respective redemptions scenario column plus the full exercise of the Private Placement Warrants for a total cash exercise price of approximately $2.0 million (or $11.50 per share).

(6g)    Based on a post-transaction equity value of New FaZe of the Base Scenario in the respective redemptions scenario column plus the full exercise of the Public Warrants and Private Placement Warrants for a total cash exercise price of approximately $68.1 million (or $11.50 per share).

(7)      Represents (i) (x) 49,966,443 shares of New FaZe common stock issuable to FaZe Stockholders (including as a result of the Company Conversion and (y) 18,130,167 shares of New FaZe common stock issuable in respect of Vested FaZe Options exercisable at closing and unvested options which will be exercisable within 60 days of Closing (using February 28, 2022 as a deemed Closing Date) and 369,159 shares of New FaZe common stock issuable in respect of unvested FaZe Restricted Stock Awards pursuant to the Merger Agreement, (ii) 17,250,000 Public Shares held by Public Stockholders, (iii) 4,832,500 shares of New FaZe Common Stock held by BRPM insiders (not including PIPE Shares), (iv) 11,800,000 shares of New FaZe Common Stock issuable to to the PIPE investors pursuant the PIPE Subscription Agreements (including 2,200,000 PIPE Shares to be purchased by the Sponsor Related PIPE Investors and 500,000 PIPE Shares to be purchased by the FaZe PIPE Investor), (v) and the number of Public Shares redeemed and the number of Earn-Out Shares issued as set forth in footnotes 1-5.

(8)      Represents the Base Scenario excluding 4,832,500 shares of New FaZe Common Stock held by BRPM insiders.

(9)      Represents the Base Scenario plus the full exercise of the Public Warrants.

(10)    Represents the Base Scenario plus the full exercise of the Private Placement Warrants.

(11)    Represents the Base Scenario plus the full exercise of the Public Warrants and Private Placement Warrants.

(12)    Represents the Base Scenario excluding 4,832,500 shares of New FaZe Common Stock held by BRPM insiders plus the full exercise of the Public Warrants and Private Placement Warrants.

Q:     What amendments will be made to the Current Charter?

A:     We are asking BRPM Stockholders to approve the Proposed Charter that will be effective upon the consummation of the Business Combination. The Proposed Charter provides for various changes that the BRPM Board believes are necessary to address the needs of the post-Business Combination company, including, among other things: (i) changing BRPM’s name to “FaZe Holdings Inc.”; (ii) eliminating the BRPM Class B common stock; (iii) increasing the total number of shares of New FaZe’s capital stock to 501,000,000 shares of capital stock, consisting of 500,000,000 shares of New FaZe common stock and 1,000,000 shares of New FaZe preferred stock, as opposed to 111,000,000 shares of capital stock, consisting of 100,000,000 shares of BRPM Class A common stock and 10,000,000 shares of BRPM Class B common stock and 1,000,000 shares of preferred stock; (iv) eliminating stockholders’ ability to act by written consent; (v) changing the required vote to amend certain provisions of the Proposed Charter; (vi) changing the classification of the New FaZe Board from two classes to three classes, with each class elected for staggered term, as well as with each class consisting, as nearly as may be possible, of one third of the total number of directors constituting the whole board; and (vii) eliminating certain provisions specific to BRPM’s status as a blank check company.

Pursuant to Delaware law and the Current Charter, BRPM is required to submit the Binding Charter Proposals to BRPM Stockholders for approval. For additional information, see the section entitled “The Binding Charter Proposals.” Pursuant to SEC rules, BRPM is required to provide stockholders with an opportunity to vote upon the material differences between the Proposed Charter and the Current Charter, as separate unbundled proposals. For additional information, see the section entitled “The Advisory Charter Proposals.”

Q:     What material negative factors did the BRPM Board consider in connection with the Business Combination?

A:     Although the BRPM Board believes that the acquisition of FaZe will provide BRPM Stockholders with an opportunity to participate in a combined company with significant growth potential, market share and a well-known brand, the BRPM Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that BRPM Stockholders would not approve the Business Combination and the risk that significant numbers of BRPM Stockholders would exercise their redemption rights. In addition, during the course of BRPM management’s evaluation of FaZe’s operating business and its public company potential, management conducted detailed due diligence on certain potential challenges. Some factors that both BRPM management and BRPM Board considered were: (i) risks related to FaZe’s business, including the fact that FaZe has incurred and expects to continue to incur operating losses, and that these conditions have raised substantial doubt about FaZe’s ability to continue as a going concern, (ii) the fact that FaZe’s business depends on the strength of the FaZe brand, (iii) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and

manage growth profitably, maintain relationships with customers and suppliers and retain its management, key employees and talents, (iv) competition in FaZe’s industry, (v) risks associated with successful implementation of FaZe’s long term business plan and strategy and FaZe realizing the anticipated benefits of the Business Combination on the timeline expected or at all, (vi) the corporate governance provisions of the Proposed Charter and the effect of those provisions on the governance of New FaZe, (vii) the inherent limitations in the due diligence review of FaZe conducted by the BRPM management team and BRPM’s outside advisors and that BRPM did not obtain a fairness opinion from an independent investment banking firm, (viii) the potential inability to complete the Merger, (ix) the possibility of litigation challenging the Business Combination, and (x) that some of BRPM’s officers and directors may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of BRPM Stockholders.

These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — Recommendation of the BRPM Board and Reasons for the Business Combination,” as well as in the section entitled “Risk Factors.”

Q:     Does the BRPM Board have interests in the Business Combination that differ from or are in addition to the interests of BRPM Stockholders generally?

A:     Yes. The Sponsor and BRPM’s officers and directors have interests in the Business Combination that are different from, or in addition to, the interests of BRPM Stockholders generally. The BRPM Board was aware of and considered these interests, among other matters, in approving the Merger Agreement and the Business Combination and in determining to recommend that the Merger Agreement and Business Combination be approved by the BRPM Stockholders. See “Interests of BRPM’s Directors and Officers in the Business Combination” for more information.

Q:     Did the BRPM Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Merger?

A:     No. The BRPM Board did not obtain a fairness opinion with respect to the consideration to be paid in the Merger. Accordingly, investors will be relying solely on the judgment of the BRPM Board and BRPM’s advisors in valuing FaZe’s business.

The officers and directors of BRPM have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries. Furthermore, in analyzing the Business Combination, the BRPM Board conducted significant due diligence on FaZe. Based on the foregoing, the BRPM Board concluded that its members’ experience and backgrounds enabled it to make the necessary analyses and determinations regarding the Business Combination, including that the Business Combination was fair from a financial perspective to its stockholders and that FaZe’s fair market value was at least 80% of the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the Business Combination. There can be no assurance, however, that the BRPM Board was correct in its assessment of the Business Combination. For a complete discussion of the factors utilized by the BRPM Board in approving the Business Combination, see the section entitled “The Business Combination Proposal.”

The lack of a third-party fairness opinion may lead an increased number of stockholders to vote against the proposed Business Combination or seek to redeem their Public Shares for cash, which could potentially impact BRPM’s ability to consummate the Business Combination or adversely affect BRPM’s liquidity following the consummation of the Business Combination.

Q:     Do I have redemption rights?

A:     If you are a Public Stockholder, you have the right to request that BRPM redeem all or a portion of your Public Shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “The Special Meeting — Redemption Rights.” Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the Public Shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% of the Public Shares. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash without the prior consent of BRPM.

At the time of our initial public offering, our Sponsor entered into the Insiders Letter Agreement, pursuant to which the Sponsor agreed to waive its redemption rights with respect to the Founder Shares and any other shares of BRPM common stock held by it in connection with the completion of a business combination. Our Sponsor did not receive separate consideration for the waiver of redemption rights.

Q:     How do I exercise my redemption rights?

A:     If you are a Public Stockholder and wish to exercise your right to redeem your Public Shares, you must:

(i)     (a) hold Public Shares or (b) hold Public Shares through units and elect to separate your units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

(ii)    prior to 12:00 p.m., New York City time, on [•], 2022 (two business days prior to the scheduled date of the Special Meeting), (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to the Transfer Agent that BRPM redeem your Public Shares for cash and (b) deliver your Public Shares to the Transfer Agent, physically or electronically through DTC.

The address of the Transfer Agent is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Holders of units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and Public Warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem.

Any Public Stockholder will be entitled to request that their Public Shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding Public Shares. For illustrative purposes, as of [•], 2022, the record date, this would have amounted to approximately $10.00 per Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our Public Stockholders, regardless of whether such Public Stockholders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to Public Stockholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of Public Shares, you may exercise your redemption rights by submitting your request in writing to the Transfer Agent at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is two business days prior to the scheduled date of the Special Meeting, and, thereafter, with our consent, until the Closing. If you deliver your shares for redemption to the Transfer Agent and later decide prior to the deadline for submitting redemption requests not to elect

redemption, you may request that BRPM instruct the Transfer Agent to return the shares to you (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by BRPM’s secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the Transfer Agent prior to 12:00 p.m., New York City time, on [•], 2022 (two business days prior to the scheduled date of the Special Meeting).

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any BRPM warrants that you may hold.

Q:     If I am a holder of units, can I exercise redemption rights with respect to my units?

A:     No. Holders of outstanding units must elect to separate the units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying Public Shares and Public Warrants, or if you hold units registered in your own name, you must contact the Transfer Agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem. If you fail to cause your units to be separated and delivered to the Transfer Agent, BRPM’s transfer agent, prior to 12:00 p.m., New York City time, on [•], 2022 (two business days prior to the scheduled date of the Special Meeting), you will not be able to exercise your redemption rights with respect to your Public Shares.

Q:     If I am a holder of warrants, can I exercise redemption rights with respect to my warrants?

A:     No. Holders of BRPM warrants will not have redemption rights with respect to such warrants. For instance, assuming that no more than 3,808,841 Public Shares, representing approximately 22.1% of the Public Shares issued in connection with the IPO, are redeemed for an aggregate payment of approximately $38.1 million from the Trust Account, which is a potential amount of redemptions, and assuming that each redeeming Public Stockholder holds one-third of one Public Warrant for each Public Share being redeemed (representing the number of Public Warrants included in each BRPM unit) and using the closing warrant price on Nasdaq of $0.88 as of March 9, 2022, the aggregate fair value of BRPM warrants that can be retained by redeeming stockholders is approximately $1,117,260. The actual market price of the warrants may be higher or lower on the date that warrant holders seek to sell such warrants. Additionally, BRPM cannot assure the holders of warrants that they will be able to sell their warrants in the open market as there may not be sufficient liquidity in such securities when warrantholders wish to sell their warrants. Further, while the level of redemptions of Public Shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, the holder of warrants who exercises such warrants will ultimately own a greater interest in New FaZe because there would be fewer shares outstanding overall. See “Risk Factors — Future sales of shares by existing stockholders could cause New FaZe’s stock price to decline.”

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. It is possible that you may be treated as selling your Public Shares for cash and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Public Shares that you own or are deemed to own (including through the ownership of Public Warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Considerations.”

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:     What are the U.S. federal income tax consequences of the Merger?

A:     The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In connection with the filing of this registration statement, we have received an opinion of counsel, based on customary assumptions, customary assumptions, representations and covenants, and assumptions, representations and covenants contained in the Merger Agreement, this proxy statement/prospectus, and certificates of officers of FaZe and BRPM, including an assumption regarding the completion of the Merger in the manner contemplated by the Merger Agreement, to the effect that the Merger will qualify as a “reorganization.” The obligations of FaZe and BRPM to complete the Merger are not conditioned on the receipt of such opinion from legal counsel. No ruling has been, or will be, sought by BRPM or FaZe from the IRS with respect to the Merger and there can be no assurance that the IRS will not challenge the qualification of the Merger as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge. Accordingly, if the IRS or a court determines that the Merger does not qualify as a reorganization under Section 368(a) of the Code (and does not alternatively qualify as a generally tax-free transaction for U.S. holders of FaZe common stock under Section 351 of the Code), the Merger would be a fully taxable transaction to U.S. holders of FaZe common stock for U.S. federal income tax purposes. For additional information, please read the section entitled “Material U.S. Federal Income Tax Considerations.”

TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER TO FAZE STOCKHOLDERS WILL DEPEND ON THE FACTS OF THEIR OWN SITUATION. FAZE STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO FULLY UNDERSTAND THE TAX CONSEQUENCES OF THE MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX LAWS.

Q:     How do the Public Warrants differ from the Private Placement Warrants and what are the related risks for any Public Warrant holders post Business Combination?

The Public Warrants are identical to the Private Placement Warrants in material terms and provisions, except that the Private Placement Warrants will not be redeemable by New FaZe so long as they are held by the Sponsor or any of its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or any of its permitted transferees, they will be redeemable by New FaZe and exercisable by the holders on the same basis as the Public Warrants. The Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants, including the New FaZe common stock issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the Closing of the initial business combination. Further, the Private Placement Warrants are not exercisable more than five years from the effective date of the registration statement for BRPM’s initial public offering in accordance with FINRA Rule 5110(g)(8).

Following the Closing of the Business Combination, New FaZe may redeem your Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making such warrants worthless. New FaZe will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the closing price of New FaZe common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to proper notice of such redemption, provided that certain other conditions are met. If and when the warrants become redeemable, New FaZe may not exercise its redemption right unless there is a current registration statement in effect with respect to the shares of New FaZe common stock underlying such warrants.

We are not registering the New FaZe common stock issuable upon the exercise of the warrants at this time. However, the Warrant Agreement requires us to file a registration statement to register such shares as soon as practicable, but in no event later than 15 business days after the Closing, to cause such registration statement to become effective within 60 business days after the Closing, and to maintain a current prospectus relating to those shares until the warrants expire or are redeemed. If a registration statement covering the shares issuable upon exercise of the warrants is not effective by the 60th business day after the Closing, warrantholders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In the event we determine to redeem the warrants, holders would be notified of such redemption as described in the Warrant Agreement. New FaZe would be required to fix a date for the redemption and mail a notice of redemption not less than 30 days prior to the redemption date to the registered holders of the warrants at their last addresses as they appear on the registration books. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via New FaZe’s posting of the redemption notice to DTC.

Redemption of the outstanding Public Warrants could force you (i) to exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.

See “Description of New FaZe Securities — Warrants — Public Stockholders’ Warrants” and “Risk Factors — New FaZe may redeem the Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless”.

Q:     What is FaZe?

A:     FaZe Clan is a digital-native lifestyle and media platform rooted in gaming and youth culture, reimagining traditional entertainment for the next generation. Founded in 2010 by a group of kids on the internet, FaZe Clan was created for and by Gen Z and Millennials, and today operates across multiple verticals with transformative content, tier-one brand partnerships, a collective of notable talent, and fashion and consumer products. With a Total Reach of over 510 million fans across social platforms globally as of February 28, 2022, FaZe Clan delivers a wide variety of entertainment spanning video blogs, lifestyle and branded content, gaming highlights and livestreams of highly competitive gaming tournaments. FaZe Clan’s roster of more than 100 influential personalities consists of engaging content creators, Esports professionals, world-class gamers and a mix of talent who go beyond the world of gaming, including NFL star Kyler “FaZe K1” Murray, LeBron “FaZe Bronny” James Jr., Lil Yachty aka “FaZe Boat” and Offset aka “FaZe Offset.” Its gaming division includes ten competitive Esports teams who have won over 30 world championships. For additional discussion of Total Reach, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FaZe — Key Performance Indicators.”

Q:     How does the BRPM Board recommend that I vote?

A:     The BRPM Board recommends that the BRPM Stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of both of the Binding Charter Proposals, “FOR” the approval, on an advisory basis, of each of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Director Election Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal. For more information regarding how BRPM Board that BRPM Stockholders vote, see the section entitled “The Business Combination Proposal — Recommendation of the BRPM Board and Reasons for the Business Combination”.

Q:     What will happen to my BRPM common stock as a result of the Business Combination?

A:     If the Business Combination is completed, (i) each share of BRPM Class A common stock will remain outstanding and continue as a share of New FaZe common stock, and (ii) each share of BRPM Class B common stock will be converted on a one-to-one basis into a share of New FaZe common stock. See the section entitled “The Merger Agreement — Merger Consideration”.

Q:     How does our Sponsor intend to vote its shares?

A:     In connection with our initial public offering the Sponsor entered into the Insiders Letter Agreement to vote all shares of BRPM common stock owned by it in favor of the Business Combination Proposal, and in connection with the Merger Agreement the Sponsor entered into the Sponsor Support Agreement which requires the Sponsor to vote all of its voting equity securities in favor of the Business Combination Proposal and all other proposals being presented at the Special Meeting. Our Sponsor owns approximately 22% of our issued and outstanding shares of BRPM common stock. Accordingly, in addition to the shares held by the Sponsor, BRPM would need 6,208,751 Public Shares, or approximately 36% of the 17,250,000 shares sold in BRPM’s initial public offering

to be voted in favor of the Business Combination Proposal in order for it to be approved, assuming all outstanding shares are voted on such proposal. If only a minimum quorum of shares of BRPM common stock, consisting of a bare majority of outstanding shares of BRPM common stock, is present at the Special Meeting, BRPM would need only 688,126 Public Shares, or approximately 4% of the Public Shares, to be voted in favor of the Business Combination Proposal in order for it to be approved (provided that consummation of the Business Combination is conditioned upon, among other things approval of the condition precedent proposals and the requirement that BRPM have net tangible assets of at least $5,000,001 immediately prior to or upon consummation of the Business Combination).

Q:     May our Sponsor and our officers and directors purchase Public Shares or Public Warrants prior to the Special Meeting?

A:     At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding BRPM or its securities and otherwise, in accordance with the applicable SEC rules, the Sponsor, FaZe and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or vote their Public Shares in favor of the Business Combination Proposal. Any Public Shares purchased by the Sponsor or its affiliates would be purchased at a price no higher than the redemption price for the Public Shares. Any Public Shares so purchased would not be voted by the Sponsor or its affiliates at the Special Meeting and would not be redeemable by the Sponsor or its affiliates. The purpose of such stock purchases and other transactions would be to increase the likelihood of obtaining BRPM Stockholder Approval, to minimize redemptions of Public Shares, and to ensure that BRPM has at least $5,000,001 of net tangible assets immediately prior to or upon consummation of the Business Combination, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Sponsor for nominal value.

Entering into any such arrangements may have a depressive effect on Public Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. BRPM will file a Current Report on Form 8-K to disclose arrangements entered into or purchases made by any of the aforementioned persons, which report will include the number of shares or warrants purchased, the purchase price, the purpose of the purchase, the impact that such purposes would have on the likelihood that the Business Combination Proposal will be approved, the nature of the security holders who sold to the Sponsor or its affiliates, and the number of Public Shares then redeemed.

Q:     Who is entitled to vote at the Special Meeting?

A:     The BRPM Board has fixed [date], 2022 as the record date for the Special Meeting. All holders of record of BRPM common stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. See the section entitled “Questions and Answers About the Business Combination and the Special Meeting — How can I vote my shares without attending the Special Meeting?” on page 25 for instructions on how to vote your shares of BRPM common stock without attending the Special Meeting.

Q:     How many votes do I have?

A:     Each BRPM Stockholder of record is entitled to one vote for each share of BRPM common stock held by such holder as of the close of business on the record date. As of the close of business on the record date, there were 22,082,500 outstanding shares of BRPM common stock.

Q:     What constitutes a quorum for the Special Meeting?

A:     A quorum is the minimum number of stockholders necessary to hold a valid meeting.

A quorum will exist at the Special Meeting with respect to each matter other than Binding Charter Proposal B if the holders of a majority of the voting power of all outstanding shares of BRPM common stock as of the record date are present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. A quorum will exist at the Special Meeting with respect to Binding Charter Proposal B if the holders of a majority of the voting power of all outstanding shares of BRPM Class A common stock as of the record date are present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum. Abstentions will count as present for the purposes of establishing a quorum, but broker non-votes will not count as present for the purposes of establishing a quorum.

Q:     Where will the New FaZe common stock that BRPM Stockholders receive in the Business Combination be publicly traded?

A:     We intend to apply to list the shares of New FaZe common stock (including the New FaZe common stock issued in connection with the Business Combination) on Nasdaq under the ticker symbol “FAZE” and the New FaZe warrants under the ticker symbol “FAZEW”. It is a condition to the consummation of the Merger that the shares of New FaZe common stock to be issued in the Merger be approved for listing on Nasdaq subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that BRPM complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Merger will not be consummated unless the listing condition is waived by the parties to the Merger Agreement.

Q:     What happens if the Business Combination is not completed?

A:     If the Merger Agreement is not approved by BRPM Stockholders or if the Business Combination is not completed for any other reason by 5:00 p.m., Eastern Time, on July 25, 2022, the Outside Date under the Merger Agreement, then we will either seek an extension of time to complete the Business Combination or seek to consummate an alternative initial business combination prior to February 23, 2023 or during any Extension Period. If we do not consummate an initial business combination by February 23, 2023 or during any Extension Period, we will cease all operations except for the purpose of winding up and redeem our Public Shares and liquidate the Trust Account, in which case our Public Stockholders may only receive approximately $10.00 per share and the BRPM warrants will expire worthless.

Q:     How can I attend and vote my shares at the Special Meeting?

A:     BRPM common stock held directly in your name as the stockholder of record of such BRPM common stock as of the close of business on [•], 2022, the record date, may be voted electronically at the Special Meeting. If you choose to attend the Special Meeting, you will need to visit [virtual meeting link], and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following instructions available on the meeting website during the meeting. If your shares are held in “street name” by a broker, bank or other nominee and you wish to attend and vote at the Special Meeting, you will not be permitted to attend and vote electronically at the Special Meeting unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting.

Q:     How can I vote my shares without attending the Special Meeting?

A:     If you are a stockholder of record of BRPM common stock as of the close of business on [date], 2022, the record date, you can vote by mail by following the instructions provided in the enclosed proxy card.

Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.

Risk Factors

BRPM shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. These risks could have a material adverse effect on the business, results of operations or financial condition of BRPM, FaZe, or New FaZe following the Business Combination and could adversely affect the trading price of the New FaZe common stock. Further, the occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of New FaZe following the Business Combination.

Risks Related to FaZe

Unless the context otherwise requires, references to “we”, “us” and “our” in this subsection “— Risks Related to FaZe” generally refer to FaZe in the present tense and New FaZe from and after the Closing.

Risks Related to FaZe’s Business, Industry, Financial Conditions, and Results of Operations

We have incurred and expect to continue to incur operating losses and may not establish and maintain profitability in the future.

We have incurred net losses since our inception, and we expect to continue to incur net losses in the near future. We incurred net losses of $36.9 million and $28.8 million for the years ended 2021 and 2020, respectively. As of December 31, 2021, we had an accumulated deficit of $112.4 million. We expect our costs and expenses to increase in future periods as we intend to continue to make significant investments to grow our business. These efforts may be more costly than we expect and may not result in increased revenue or the growth of our business. In addition to the expected costs to grow our business, we also expect to incur significant legal, accounting, and other expenses as a newly public company. If we fail to increase our revenue to sufficiently offset the increases in our operating expenses, we will not be able to achieve or maintain profitability in the future. These conditions have raised substantial doubt about our ability to continue as a going concern, which is dependent upon our ability to generate significant revenue and our ability to raise additional funds by way of our debt and equity financing efforts.

While we have experienced significant revenue and other growth in recent periods, the industry in which we operate is highly competitive and rapidly changing, and relies heavily on continually introducing compelling content and products. As such, if we fail to deliver such content and products, do not execute our strategy successfully or if our content offerings or products are delayed in any way, our revenue may decline, and our operating results will suffer.

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 believe that our brand, identity and reputation contribute significantly to our success. Maintaining and enhancing the FaZe brand and reputation is critical to retaining and growing our consumer, sponsor and advertiser bases. Maintaining and enhancing our brand and reputation depends largely on our continued ability to provide high-quality, culturally-relevant and entertaining content, as well as competitive Esports competition results, which may require substantial investment by us and may not be successful. Further, advertisements and sponsorships, and actions of our advertisers or sponsors may affect our brand and reputation if our consumers respond negatively to them. Additionally, our brand, identity and reputation may be adversely affected by perceptions of our industry in general, including perceptions resulting from factors unrelated to our actions or our content.

To be successful in the future, we believe we must preserve, grow and leverage the value of our brand across all of our revenue streams. We have in the past experienced, and we expect that in the future we will continue to receive, a high degree of media coverage. Unfavorable publicity regarding any of our Esports teams, Esports athletes, content creators, influencers or brand partners regarding their actions or professional performance, or any unfavorable publicity regarding our ability to attract and retain certain Esports players and coaching staff, could negatively affect our brand and reputation. Failure to respond effectively to negative publicity could also further erode our brand reputation. In addition, events in our industry, even if unrelated to us, may negatively affect our brand and reputation. As a result, the

size and engagement of our fan base and the demand for our products may decline. Damage to our brand or reputation or loss of our fans’ commitment for any of these reasons could impair our ability to expand our fan base, sponsors and commercial affiliates or our ability to sell significant quantities of our products, which could result in decreased revenue across our revenue streams and have a material adverse effect on our business, results of operations and financial condition, as well as require additional resources to rebuild our brand and reputation.

In addition, maintaining and enhancing our brand and reputation may require us to make substantial investments, some or all of which may be unsuccessful. Failure to successfully maintain and enhance the FaZe brand and reputation or excessive or unsuccessful expenses in connection with this effort could have a material adverse effect on our business, results of operations and financial condition.

We are subject to risks associated with operating in a rapidly developing industry and a relatively new market.

Many elements of our business are unique, evolving and relatively unproven. Our business and prospects depend on the continuing development of livestreaming of competitive Esports, gaming and lifestyle content. The market for competitive Esports, gaming and lifestyle content is relatively new and rapidly developing and is subject to significant challenges. Our business relies upon our ability to cultivate and grow an active community, and our ability to successfully monetize such community through advertising and sponsorship opportunities and retail sales. In addition, our continued growth depends, in part, on our ability to respond to the constant changes in our industry, including rapid technological evolution, continued shifts in gamer trends and demands, the introduction of new competitors into the market, and the constant emergence of new industry standards and practices. Developing and integrating new content, products and services could be expensive and time-consuming, and these efforts may not yield the benefits we expect to achieve at all. Further, if the Esports gaming advertising and sponsorship market does not continue to grow, or if we are unable to capture and retain a sufficient share of that market, our results may be materially and adversely affected. We cannot assure you that we will succeed in any of these aspects or that our industry will continue to grow as rapidly as it has in the past.

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.

Since our inception, we have experienced rapid growth in the U.S. and internationally. This growth has included growth in our fanbase, consumer product sales, content pipeline, Esports/gaming performance, and in the number of our talent and of our brand sponsorships, among other things. In addition, we expect future growth in our fanbase, consumer product sales, content pipeline, Esports/gaming performance, the number of brand sponsorships, and in the number of our talent, as well as in international expansion, mergers and acquisitions, and emerging monetization areas. This expansion increases the complexity of our business and has placed, and will continue to place, strain on our management, personnel, operations, systems, financial resources and internal financial control and reporting functions. The industries in which we operate are rapidly evolving and may not develop as we expect. Even if our revenue continues to increase, our net revenue growth rates may vary in the future as a result of macroeconomic factors, increased competition, the maturation of our business, and other factors. Overall growth of our net revenue will depend on a number of factors, including our ability to:

•        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.

Because we have a limited history operating our business at its current scale, it is difficult to evaluate our current business and future prospects, including our ability to plan for and model future growth. We may not be able to manage our growth effectively, which could damage our reputation and negatively affect our operating results.

Due to a variety of factors, some of which are beyond its control, New FaZe may have lower liquidity following Closing than is currently expected. This could prevent New FaZe from executing on its business plan and may result in New FaZe’s results of operation and financial condition being worse than projected.

New FaZe will rely on the availability of capital to grow its business following Closing. The availability of capital following the Closing could vary significantly due to a variety of factors, some of which are beyond New FaZe’s control, including but not limited to the level of redemptions by Public Stockholders and the level of expenses incurred in connection with the Business Combination. On March 10, 2022, in connection with entering into the Term Loan with B. Riley, FaZe waived the Minimum Proceeds Condition to the Merger Agreement, which would have required BRPM to deliver $218 million to FaZe at Closing. The Term Loan will be repaid in full in cash at Closing. Accordingly, the Business Combination may close with significantly less cash contributed to FaZe than initially expected. For additional discussion of the Term Loan and waiver of the Minimum Proceeds Condition, see the sections titled “Ancillary Agreements Related to the Business Combination — Background to the Business Combination,” “Management’s Discussion and Analysis of Financial Condition of FaZe — Liquidity and Capital Resources — Debt — 2022 B. Riley Term Loan” and “Certain Relationships and Related Party Transactions — BRPM — B. Riley Loan to FaZe.”

If New FaZe’s liquidity post-Closing is less than $218 million, including as a result of FaZe waiving the Minimum Proceeds Condition, FaZe repaying the Term Loan at Closing, high redemptions by Public Stockholders or higher than expected expenses incurred in connection with the Business Combination, New FaZe would have less cash available to pursue its anticipated growth strategies and new initiatives, including FaZe’s acquisition strategy. As a result, New FaZe’s results of operations and financial condition may be worse than projected.

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.

Historically, our Esports professionals, influencers and content creators have accounted for a substantial portion of our revenue. For the year ended December 31, 2021, one content creator accounted for approximately 22% of FaZe Clan revenue, of which approximately 8% represented a one-time payment to FaZe for the sale of a five-year exclusive license to certain historical content posted to YouTube by this content creator prior to March 2021. See “Business of New FaZe — Monetization — Talent Network,” “Business of New FaZe — Monetization — Content” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FaZe — Results of Operations — Revenue.” We expect that our popular Esports professionals, influencers and content creators will continue to produce a disproportionately high percentage of our revenues and profits. As we have grown our talent roster, we have worked to develop a broad talent base capable of sustaining and growing the FaZe brand. However, our revenue from this content creator or any of our other talent may fluctuate in the future because of similar one-time sales to third parties of content created by any particular FaZe talent, or because of other one-time or limited events, which we anticipate would take place in the future. The failure of such a content creator to achieve results as anticipated could negatively impact our business. Other than the historical revenue attributable to this one content creator being material to our business for the year ended December 31, 2021, we are not dependent on any one Esports professional, influencer, and/or content creator. However, if the popularity of an Esports professional, influencer or content creator declines, as has happened in the past with other popular Esports professionals, influencers and content creators, we may have difficulty identifying and acquiring suitable replacements. If we are unable to identify and acquire suitable replacements for any of our Esports professionals, influencers or content creators in a timely manner and on terms agreeable to us, our brand could lose popularity, which would negatively impact our business.

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.

The specific industries in which we operate, including online gaming and lifestyle content, professional Esports, and retail merchandise, are characterized by dynamic consumer demand and technological advances, and there is intense competition among online gaming and traditional entertainment providers. A number of established companies producing content similar to ours compete with us and our platform, and other companies may introduce competitive services in the future. These competitors may spend more money and time on developing their respective platforms, undertake more extensive marketing campaigns, adopt more aggressive business strategies, or otherwise develop more appealing content offerings than ours, which could negatively impact our business. Furthermore, new competitors may enter our industry and compete directly with us. If we are not able to maintain or improve our market share, or if the offerings on our platform do not continue to be popular, our business could suffer.

We operate in the digital entertainment and gaming industries within the broader entertainment industry, and our consumers face a vast array of easily accessible entertainment choices. Other forms of entertainment, such as television, movies and sporting events, as well as other forms of digital entertainment, are more well established and may be perceived by the users to offer greater variety, affordability, interactivity, and enjoyment. We compete with these other forms of entertainment for the discretionary time and income of these consumers, and competition within the industries we operate and the broader entertainment industry is intense. If we are unable to sustain sufficient interest in our platform in comparison to other forms of entertainment, including new forms of entertainment, we could experience reduced demand for our content, live events and overall popularity, which could have an adverse effect on our business financial condition and results of operations.

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 create entertainment content and consumer products, the success of which depends substantially on consumer interests and preferences that frequently change in unpredictable ways. The success of our business depends on our ability to consistently create digital content and consumer products, and to have popular talent, that meet the changing preferences of the broad consumer market and respond to competition from an expanding array of entertainment choices facilitated by technological developments in the availability and delivery of digital content. Misalignment of our content, products, and talent if we are not successful in responding to rapidly changing public and consumer tastes and preferences, could impact demand for our offerings and our business, financial condition, results of operations and prospects could be materially affected.

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.

The success of our business is driven in part by the commercial success and adequate supply of third-party mass media channels through which we may distribute our content, including YouTube, TikTok, Twitter, Instagram, and Twitch. Our success also depends on our ability to accurately predict which channels and platforms will be successful with the FaZe and larger gaming communities, our ability to develop commercially successful content and distribute it on these platforms. Additionally, we may enter into certain exclusive licensing arrangements that affect our ability to deliver or market our content on certain channels and platforms. A channel or platform may not succeed as expected or new channels or platforms may take market share and consumers away from platforms for which we have devoted significant resources. If demand for the channels or platforms for which we are developing and producing our content is lower than our expectations, we may be unable to fully recover the investments we have made, and our financial performance may be negatively impacted. Alternatively, a channel or platform for which we have not devoted significant resources could be more successful than we initially anticipated, causing us to not be able to take advantage of meaningful revenue opportunities.

Significant disruption during live events that we participate in, such as power and internet outages, may adversely affect our business.

We, as well as the teams in the Esports leagues we compete in, host and participate in numerous live events each year, some of which are attended by a large number of people. If an event we host or in which we participate experience an internet or power outage, the event may be delayed or canceled, and our reputation may be harmed. Additionally, there are many risks that are inherent in large gatherings of people, including the risk of an actual or threatened terrorist act, fire, explosion, protests, riots, and other safety or security issues, any one of which could result in injury or death to attendees and/or damage to the facilities at which such an event is hosted. While we maintain insurance policies, they may be insufficient to reimburse us for all losses or all types of claims that may be caused by such an event. Moreover, if there were a public perception that the safety or security measures are inadequate at the events we host or events hosted by our teams in the Esports leagues we compete in, whether or not the case, it could result in reputational damage and a decline in future attendance at events hosted by us or the leagues in which our Esports teams compete.

We focus our business on our Esports professionals, influencers and content creators and consumers, and acting in their interests in the long-term may conflict with the short-term expectations of investors.

A significant part of our business strategy and culture is to focus on long-term growth and the development and experience of our Esports professionals, content creators and influencers over short-term financial results. We expect our expenses to continue to increase in the future as we broaden our Esports athlete, content creator and influencer community, and increase the amount and types of content offerings available on the FaZe platform. We expect to continue making significant investments to grow our platform and develop new capabilities for the benefit of our Esports professionals, content creators, influencers and consumers. Such expenditures may not result in improved business results or profitability over the long-term. If we are ultimately unable to achieve or improve profitability at the level or during the time from anticipated by securities or industry analysts, investors and our stockholders, the trading price of our stock may decline.

Negative events or negative media coverage relating to, or a declining popularity of, industries in which we operate and gaming in particular, or other negative coverage of our brand, or third parties with whom we are affiliated with, may adversely impact our ability to retain existing consumers of our entertainment offerings or attract new consumers, which could have an adverse impact on our business, financial condition, results of operations and prospects.

Public opinion can significantly influence our business. Unfavorable publicity regarding the industries in which we operate, us or our brand, and any third-party persons with whom we are associated with, the popularity of our industry, the security of our platform and the platforms of our competitors and the content of our offerings, litigation, or regarding the actions of third parties with whom we have relationships, could seriously harm our reputation. Negative commentary regarding us, our products or influencers and other third parties who are affiliated with us may also be posted on social media platforms and may be adverse to our reputation or business. Influencers with whom we maintain relationships could engage in behavior or use their platforms to communicate directly with our consumers in a manner that reflects poorly on our brand and may be attributed to us or otherwise adversely affect us. It is not possible to prevent such behavior, and the precautions we take to detect this activity may not be effective in all cases. Our target consumers often value readily available information and often act on such information without further investigation and without regard to its accuracy. The harm may be immediate, without affording us an opportunity for redress or correction. Negative public perception of us could adversely affect the size, demographics and engagement of our consumers and result in decreased revenue, slower growth rates or other unforeseeable consequences, which could seriously harm our business.

Some content creators or other persons associated with us may make unauthorized, fraudulent, or illegal use of games on third-party platforms, including through unauthorized third-party websites or “cheating” programs, which may negatively impact our brand and adversely affect our business.

Unrelated third parties have developed, and may continue to develop, “cheating” programs that enable players to exploit vulnerabilities in games, play them in an automated way, collude to alter the outcome or otherwise obtain unfair advantages. These programs and practices undermine the integrity of our platform and brand, as they harm the experiences of players who play fairly. If we are unable to prevent our content creators or other associated persons from using “cheating” programs, our reputation may be damaged. If our brand is associated with “cheating,” it could result in lost revenue from sponsorships and advertising, cause us to lose personnel, and distract our management team from daily operations, which could adversely affect our business, financial condition, operating results, reputation and future prospects.

Our use of social media, particularly for marketing and ecommerce, may increase our burden to monitor compliance of such materials with applicable terms of use, laws and regulations.

Use of social media and influencers may materially and adversely affect our reputation or brand and may subject us to fines or other penalties. As laws and regulations in the use of these platforms and devices, failure to abide by applicable laws and regulations in the use of these platforms and devices, failure to abide by applicable terms of use of these platforms, or otherwise could subject us to regulatory investigations, class action lawsuits, liability, fines or other penalties. In addition, an increase in the use of social media for marketing may cause an increase in our burden to monitor compliance of such materials, and increase the risk that such materials contain problematic or marketing claims in violation of applicable regulations.

We use third-party social media platforms as, among other things, a way to engage with our fans and to enhance our brand marketing efforts. For example, we maintain Instagram, Facebook, Twitter, YouTube and Twitch accounts. We also maintain relationships with many influencers and engage in sponsorship initiatives. As existing e-commerce and social media platforms continue to rapidly evolve and new platforms develop, we must continue to maintain a presence on these platforms and establish presences on new or emerging popular social media platforms, as well as remain in compliance with the various, and often changing, terms of use of such platforms. If we are unable to cost-effectively use social media platforms to engage with our audience and enhance our brand marketing efforts, or if the platforms we use do not evolve quickly enough for us to fully optimize such platforms, or if we are unable to remain compliant with applicable terms of use of such platforms, our ability to acquire new consumers and our financial condition may suffer. Furthermore, as laws and regulations rapidly evolve to govern the use of these platforms and devices, the failure by us, our employees, our network of social media influencers, our sponsors or third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms and devices or otherwise could subject us to regulatory investigations, class action lawsuits, liability, fees, or other penalties and have a material adverse effect on our business, financial condition and operating results.

In addition, an increase in the use of social media for product and content promotion and marketing may cause an increase in the burden on us to monitor compliance of such materials, and increase the risk that such materials could contain problematic or marketing claims in violation of applicable regulations. For example, in some cases, the FTC has sought enforcement action where an endorsement has failed to clearly and conspicuously disclose a financial relationship or material connection between an influencer and an advertiser. We do not prescribe what our FaZe content creators and influencers post, and if we were held responsible for the content of their posts or their actions, we could be forced to alter our practices, which could have an adverse impact on our business.

We rely on certain assumptions and estimates in calculating our key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

We track certain key operating metrics, including Total Reach and Average Revenue Per YouTube Subscriber, using internal data analytics tools, which have certain limitations. In addition, we rely on data received from third parties, including third-party platforms on which we maintain an active presence, to track certain performance indicators. Data from both such sources may include information relating to fraudulent accounts and interactions with our website or the social media accounts we and our content creators and influencers maintain (including as a result of the use of bots, or other automated or manual mechanisms to generate false impressions that are delivered through their accounts). We have only a limited ability to verify data from our sites or third parties, and perpetrators of fraudulent impressions may change their tactics and may become more sophisticated, which would make it still more difficult to detect such activity.

Our methodologies for tracking metrics may also change over time, which could result in changes to the metrics we report. If we undercount or overcount performance due to the internal data analytics tools we use or issues with the data received from third parties, or if our internal data analytics tools contain algorithmic or other technical errors, the data we report may not be accurate or comparable with prior periods. In addition, limitations, changes or errors with respect to how we measure data may affect our understanding of certain details of our business, which could affect our longer-term strategies. If our performance metrics are not accurate representations of the reach or monetization of our network, if we discover inaccuracies in our metrics or the data on which such metrics are based, or if we can no longer calculate any of our key performance metrics with a sufficient degree of accuracy and cannot find an adequate replacement for the metric, our business, financial condition and operating results could be adversely affected. If our measures of these key operating metrics are inaccurate, our partnerships, including with our Significant Sponsors with whom we have sponsorship or other partnerships, may not value our platform and relationship the same and

as a result our business, revenue and financial results would be harmed. For additional discussions on Total Reach, Average Revenue Per YouTube Subscriber and Total Number of Significant Sponsors see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Faze — Key Performance Indicators.”

Certain of the estimates and assumptions on which our financial projections are based have proven, and may again in the future prove, to be inaccurate in light of subsequent events and circumstances, which may cause our actual results to differ materially from such projections, and which may adversely affect our future profitability, cash flows and the market price of New FaZe common stock.

Our ability to forecast our future operating results is subject to a number of uncertainties, including our ability to plan for and model future growth and expenses. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly evolving industries as we continue to grow our business. The FaZe Forecasts included in this proxy statement/prospectus were prepared by FaZe management in September 2021 for BRPM to use as a component of its overall evaluation of FaZe and included FaZe’s estimates and assumptions as of September 2021 concerning various factors (which were subject to significant risks and uncertainties), including internally derived estimated total revenue, gross profit, and adjusted EBITDA for the years ending 2021 through 2025. See “Certain Projected Information” for more information. For fiscal year 2021, while we exceeded both total revenue and gross profit of the 2021 FaZe Forecasts (as such term is defined later in this proxy statement/prospectus), our Adjusted EBITDA for the fiscal year ended December 31, 2021 was $9.7 million less than the Adjusted EBITDA of the 2021 FaZe Forecasts, largely due to a change in methodology of the calculation of such metric to align with existing SEC non-GAAP guidance, which resulted in the Adjusted EBITDA for the year ended December 31, 2021 being reduced by $6.6 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FaZe” for more information.

The FaZe Forecasts included in this proxy statement/prospectus were based on FaZe’s estimates and assumptions as of September 2021 concerning various factors, which were subject to significant risks and uncertainties. FaZe’s total revenue and gross profit financial results for the year ended December 31, 2021 exceeded FaZe’s projected total revenues and gross profits for the same period included in the FaZe Forecasts. FaZe’s actual Adjusted EBITDA for the year ended December 31, 2021 was $9.7 million less than its projected Adjusted EBITDA, largely due to a change in methodology in the calculation of such metric to align it with existing SEC non-GAAP guidance. We currently expect our actual 2022 results to differ materially from the FaZe Forecasts for several reasons, including, among other things: (i) based on current market trends, we expect levels of redemptions by Public Stockholders in connection with the Business Combination higher than the Minimum Proceeds Condition, and accordingly we may have less than $218 million in transaction proceeds, which may cause significant delays in, or limit the scope of, our planned acquisition strategy and our planned international expansion; (ii) we expect costs of revenue to be higher than projected in the FaZe Forecasts by at least [•]% as a result of increased budgets for planned original content to enhance the quality of production and participating talent; (iii) we expect general and administrative expenses to be higher than projected in the FaZe Forecasts by at least [•]% as a result of higher than expected costs associated with investing in growth initiatives, our decision following the execution of the Merger Agreement to hire more executives — including a Chief Commercial Officer and Chief Operating Officer — to position the Combined Company with a strong corporate governance structure, and other employees as we scale, the accelerated pace of hiring executives and other employees, and higher costs related to being a public company, including those related to directors’ and officer’s liability insurance; and (iv) we expect revenues to be lower than projected in the FaZe Forecasts by at least [20]% as a result of changes to original programming planned for 2022 in order to reduce higher than anticipated costs in connection with one of the planned scripted shows, slower than anticipated retail growth in consumer products and delays in our planned international expansion as a result of less than anticipated proceeds available from the Trust Account.

Additionally, we currently expect our actual 2023 results to differ materially from the FaZe Forecasts for several reasons, including, among other things: (i) the continued and cumulative effects of the factors described in the immediately preceding paragraph, including less than anticipated transaction proceeds and increased costs of revenue; (ii) higher than projected general and administrative expenses as a result of the full year impact of employee and executive hires and public company expenses, including directors’ and officer’s liability insurance; and (iii) lower than projected revenues as a result of a reduced production slate and budget size for content, [challenges with expanding our consumer products business due to existing arrangements in place]1.

Given the dynamic nature of the markets we operate in, and the current status of our business, although we lack the visibility to reasonably quantify, the results for the future periods beyond 2023 may also materially differ from the respective FaZe Forecasts. As such, you are cautioned not to place undue reliance on the FaZe Forecasts in making a decision regarding the Business Combination.

In addition, the production of original content is one of our target growth areas for 2022, and we expect sales and marketing expenses to increase as a result of a strategic business decision to increase our content production budget, including a corresponding increase to our marketing budget to increase the probability that our content is seen by a larger audience. We are also monitoring and evaluating emerging growth opportunities and believe some opportunities such as digital goods are growing more rapidly than expected, which may accelerate the timeline of our investment in these growth opportunities as early as 2022 and/or 2023. Investment in emerging opportunities comes with significant execution risk and may include direct costs relating to launching a new product or service, hiring employees, signing talent and/or increases in marketing events and expense.

If we experience high redemptions by Public Stockholders in connection with the Business Combination, we will have less Trust Account proceeds available to pursue our anticipated growth strategies and new initiatives, including our acquisition strategy, than the at least $218 million in proceeds initially expected, which could have a material impact on our projected estimates and assumptions and actual results of operations and financial condition. These estimates and assumptions require the exercise of judgment and are subject to various economic, business, competitive, regulatory, legislative, political and other factors. There can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than estimated. Our failure to achieve our projected results could harm the trading price of New FaZe securities and New FaZe’s financial position following the completion of the Business Combination. For more information on expectations regarding expenses relative to projections, see “Key Components of Sales and Expenses” in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FaZe.”

Our industry is subject to rapid technological change, and if we do not adapt to, and appropriately allocate our resources among, emerging technologies and business models, our business may be negatively impacted.

Technology changes rapidly in the entertainment industry. We must continually anticipate and adapt to emerging technologies and business models to stay competitive. Forecasting the financial impact these changing technologies and business models may have is inherently uncertain and volatile. Supporting a new technology or business model may require affiliating with a new business or technology vendor, and such affiliation may be on terms that are less favorable to us than those for traditional technologies or business models. If we invest in the development of content offerings that incorporate a new technology or business model that does not achieve significant popularity, whether because of competition or otherwise, we may not recover the often substantial costs of developing and marketing those content offerings, or recover the opportunity cost of diverting company resources away from other content and product offerings. In the near and longer term, we expect to take advantage of broader trends such as the growth of the metaverse in the digital economy and the associated increase in importance of technologies such as blockchains, virtual reality and augmented reality. We may not be successful in allocated our resources to these new areas and may not recover the costs and opportunity costs of investing in these opportunities instead of others. Further, our competitors may adapt to these or other emerging technologies or business models more quickly or effectively than we do.

If, on the other hand, we elect not to pursue the development of content offerings or other opportunities incorporating a new technology, or otherwise elect not to pursue new business models that achieve significant success and popularity, it may have adverse consequences to our business. It may take significant time and expenditures to shift financial and personnel resources to that technology or business model, and it may be more difficult to compete against existing companies that incorporate that technology or business model effectively.

We depend in part on internet search engines to direct traffic and refer new consumers to us. If search engines’ methodologies and policies are modified or enforced in ways we do not anticipate, or if our search results page rankings decline for others reasons, traffic to our website, YouTube, TikTok, Twitter, Instagram and Twitch accounts, as well as overall retention of reengagement could decline, which could have an adverse impact on our business and results of operations.

We depend in part on internet search engines such as Google, Bing and Yahoo! to direct a significant amount of traffic to our platform. Our ability to maintain and increase the number of visitors directed to our platform from search engines is not within our control. Search engines such as Google have, and may continue to modify their search algorithms (including what content they index) and policies or enforce these policies in ways that are detrimental to

us, that we are not able to predict or without prior notice. If these algorithms or policies are changed, or if policies are enforced in detrimental ways to us, we may experience declines in traffic and fan growth as a result. In addition, some or all of these changes in policies or their enforcement may not apply in the same manner to some or all of our competitors, and as a result our competitors may experience more favorable search results than we do. Any significant reduction in the traffic directed to our platform from search engines could harm our business and results of operations.

If we are unable to compete effectively for advertisers and sponsors, our business, revenue and financial results could be negatively affected.

We face significant competition for advertising and sponsorship revenue across a variety of formats. To compete effectively, we must enable our advertisers and sponsors to easily have access to the FaZe platform. In order to grow our revenue and improve our operating results, we must increase our share of advertising and sponsorship spend relative to our competitors, as well as more robust tools to measure the effectiveness of advertising and sponsorship campaigns.

Some of our larger competitors leverage their advertiser and sponsor relationships based on their products and services to gain additional share of advertising and sponsorship spend. They also sometimes have large distributed sales forces and an increasing amount of control over mobile distribution channels. These competitors could have access to large volumes of data and other important information, which may enable them to better understand their consumer base and develop and deliver more targeted advertising and more relevant and appealing sponsors. They may not need to rely on third-party data, including data provided by advertisers or sponsors, in order to effectively target their campaigns, which could make their platform more attractive to advertisers and sponsors than ours if third-party data ceases to be available to us, whether because of regulatory changes, privacy concerns or other reasons. If we are unable to provide our advertisers and sponsors with the ability to effectively target our audience, or if our advertisers and sponsors do not believe that our value proposition is as compelling as those of our competitors, we may not be able to attract new advertisers and sponsors or retain existing ones, and our business, revenue and financial results could be harmed.

We must effectively operate with mobile operating systems, web browsers, social media applications, networks, regulations and standards, which we do not control. Changes in our content offerings on or other changes to such mobile operating systems, web browsers, social media applications, networks, applicable laws, regulations and standards may negatively impact our business.

We make our services available across a variety of mobile operating systems and devices. We are dependent on the interoperability of our services with popular mobile devices, web browsers and mobile operating systems that we do not control, such as Chrome, Safari, Android and iOS. Any changes in such mobile operating systems or devices that degrade the availability of our content or give preferential treatment to competitors could adversely affect viewership of our content. In order to deliver high quality content, it is important that our offerings are available across a range of mobile operating systems, networks, mobile devices and standards that we do not control. We may not be successful in developing relationships with key participants in the mobile industry or in developing content that operate effectively with these operating systems, networks, devices and standards. In the event that it is difficult for our consumers to access our content, particularly on their mobile devices, our brand reputation and business could be harmed.

We rely on software, technologies and related services from other parties to operate certain functions of our day-to-day business, and problems in their use or access could increase our costs and harm our business, revenue and financial results.

We rely on software, technologies and related services from third parties to operate critical internal and day-to-day functions of our business. Third-party technologies or service that we utilize may become unavailable due to a variety of reasons, including outages, interruptions or failure to perform under a relevant agreement. Unexpected delays in their availability or function can, in turn, affect our operations. Further, third-party software or service providers may cease to provide such software or services on commercially reasonable terms or may fail to properly maintain or update their software. In such instances, we may be required to seek licenses to similar software or services from other parties on less favorable economic terms. These occurrences, delays and limitations, if they occur, could harm our business, financial condition and results of operations.

The importance of retail sales to our business exposes us to the risks of that business model, including negative economic conditions affecting the purchases of discretionary items, supply chain and other distribution issues or disruptions, fluctuations in sales and the volatility of consumer preferences.

Our retail business is subject to global economic conditions and their impact on consumer discretionary spending. Some of the factors that may negative influence consumer spending include high levels of unemployment, higher consumer debt levels, reductions in net worth, declines in asset values and related market uncertainty, home foreclosures and reductions in home values, fluctuating interest rates and credit availability, fluctuating fuel and other energy costs, fluctuating commodity prices and general uncertainty regarding the overall future political and economic environment. Consumer purchases of discretionary items, including the merchandise that we offer, generally decline during periods of economic uncertainty or downturn, when disposable income is reduced or when there is a reduction in consumer confidence. Adverse economic changes could reduce consumer confidence, and thereby could negatively affect our retail business. These economic difficulties and other macroeconomic challenges change rapidly and are difficult to predict, and if we are unable to adequately address them, our business may be harmed.

Our business may be harmed if our Esports professionals, influencers and content creators, or other third parties with whom we are affiliated with and rely upon, misappropriate sensitive information of ours or our intellectual property, or fail to provide adequate services.

In many cases, our Esports professionals, content creators, influencers, partners and other third party affiliates are given access to sensitive information or our intellectual property in order to provide services and support to the FaZe brand. These Esports professionals, content creators, influencers, content creators and other third party affiliates may misappropriate or misuse our information or intellectual property and engage in unauthorized use of it. Further, the failure of these individuals to provide adequate services and content could result in a disruption to our business operations or an adverse effect on our reputation and may negatively impact our business. At the same time, if the media, consumers, employees or any third parties raise any concerns about our actions in association with the actions of another party, this could also damage our reputation and our business.

If we are unable to maintain, train and build effective domestic and international sales and marketing infrastructure, we will not be able to continue to commercialize and grow our brand successfully.

As we grow, we may not be able to secure sales personnel or organization that are adequate in number or expertise to successfully market and sell our brand products on a global scale. If we are unable to expand our sales and marketing capability, train our sales force effectively or provide any other capabilities as necessary to commercialize our brand internationally, we may need to contract with third parties to market and sell our brand. If we are unable to establish and maintain compliant and adequate sales and marketing capabilities, we may not be able to increase our revenue, and may generate increased expenses without the benefit of increased revenue.

If we are unable to renew or replace key commercial agreements on similar or better terms, or attract new sponsors, our business, revenue and financial results could be negatively affected.

Our commercial revenue for each of the years ended 2021 and 2020 represented 45% and 43% of our total revenue for such years, respectively. Our commercial revenue is generated from agreements with our sponsors, and these agreements have finite terms. When these contracts expire, we may not be able to renew or replace them with contracts on similar or better terms or at all. One of our first sponsorship agreements, which expired by its terms in February 2022 and was not renewed by FaZe, was with a global sponsor, G Fuel LLC (“G Fuel”), that represented industries including beverages, supplements and energy drinks (the “G Fuel Sponsorship Agreement”). For the year ended December 31, 2021, the G Fuel Sponsorship Agreement represented 12% of our revenue. This agreement was terminated by its terms effective April 2022. Although we have entered into a new sponsorship agreement with another company in the energy drink space, as well as other sponsorships as described in the section titled “Business of New FaZe — Monetization — Brand Sponsorships,” a delay or failure to renew or replace sponsorship agreements or other commercial agreements on similar or better terms could result in a reduction in our commercial revenue. Such a reduction could have a negative effect on our overall revenue and our ability to continue to compete in our industry if we do not engage in other sponsorship arrangements. For future periods, no single sponsorship agreement is expected to represent ten percent or more of our total revenue. As part of our business plan, we intend to grow our commercial portfolio by continuing to add new sponsors. We may not be able to successfully execute this plan and our efforts to otherwise promote our brand to attract new sponsors may fail to do so, which could negatively affect

our ability to achieve our goals, which could have a material adverse effect on our business, results of operations and financial condition. For further discussion of our sponsorship agreements, see the section titled “Business of New FaZe — Monetization — Brand Sponsorships.”

Additionally, the risk of being unable to renew or replace key contracts on similar or more favorable terms, or to partner with additional sponsors, may increase as the impacts of COVID-19 continue to be felt across the global economy. If we are unable to renew or replace certain key contracts on similar or more favorable terms as they expire or otherwise terminate, our business, results of operations and financial condition could suffer.

Negotiation and pricing of key media contracts are outside our control and those contracts may change in the future.

Our Esports teams participate in events hosted by the relevant leagues in which our teams participate. We are not a party to the broadcast and other relevant media contracts to which these leagues enter, and we do not have control over their terms or conditions. We rely on the streaming and broadcast of events in which our Esports teams participate to promote our brand and help retain existing and attract new fans and consumers, and if the media contracts related to the availability of some or all of the events in which our Esports teams participate are terminated or otherwise changed, our business may suffer.

The effect of uncertainties related to the global COVID-19 pandemic on U.S. and global economies, including delays in live events returning, has impacted and may in the future continue to impact our business, results of operations, and financial condition.

As a result of the COVID-19 pandemic and related public health measures, federal, state, local and foreign governmental authorities have imposed, and continue to impose, protocols and restrictions intended to contain the spread of the virus, including limitations on the size of gatherings, mandated closure of work facilities, schools and businesses, quarantines, lockdowns and travel restrictions. In addition, we have established, and will continue to maintain protocols to promote the health and safety of our workforce and business associates. Substantially all of our office locations, including our headquarters in Los Angeles, California, remain closed to the majority of our employees and onsite access limited to those with a critical need.

We have continued to operate our business effectively throughout the COVID-19 pandemic. Our primary focus has been the safety and well-being of our employees and their families, as well as the continuation of our operations so that we can continue to serve our investors and those who have entrusted us with their capital. Our technology infrastructure has proven to be robust and capable of supporting our business as our business functions have been conducted primarily on a remote basis. We have leveraged technology to help ensure that our teams stay connected and productive and there continues to be frequent communication across all levels of our business. We have continued to actively communicate with our workforce and business associates through videoconference, teleconference and email. Our board has continued to convene as needed. The COVID-19 pandemic caused us to modify our business practices by reducing costs related to employee travel and physical participation in activities, meetings, events, and conferences; however, these costs may increase in the future as pandemic restrictions are lifted. Specifically, we ordered all employees to work from home in March 2020. Since the beginning of July 2021, we have allowed employees to come back to the office if they test negative for COVID-19, and we have commenced limited travel.

The extent of the impact of the COVID-19 pandemic depends on future developments that cannot be accurately predicted, such as the speed and effectiveness of ongoing worldwide containment and vaccination efforts and the impact of these and other factors on our employees, consumers, brand partners, Esports professionals, content creators and influencers. If we are not able to flexibly respond and manage the ongoing impact of these and other currently known impacts related to the COVID-19 pandemic, our business could be harmed.

We may be unable to effectively manage the continued growth and the scope and complexity of our business, including our expansion into adjacent industries or business opportunities with well-established competitors.

We have experienced significant growth in the scope and complexity of our business, including through development of our Esports and consumer products businesses. Our future depends, in part, on our ability to manage this expanded business and our aspirations for continued expansion and growth. We have dedicated resources both to new business models that are largely untested and to adjacent business opportunities in which very large competitors have an established presence, as is the case with our sponsorship and consumer products businesses. We do not know to what extent our future expansions will be successful. Further, even if successful, our aspirations for growth in our core businesses and adjacent

businesses could create significant challenges for our management, operational and financial resources. If not managed effectively, this growth could result in the over-extension of our operating infrastructure, and our management systems, information technology systems, and internal controls and procedures may not be adequate to support this growth. Failure by these new business or failure to adequately manage our growth in any of these ways may cause damage to our brand or otherwise negatively impact our core business. Further, the success of these businesses is largely contingent on the success of our underlying brand and as such, a decline in the popularity of our brand may impact the success of these businesses.

We are a global company and are subject to the risks and uncertainties of conducting business outside the U.S. While international expansion is one of our growth objectives, we may not be able to materialize on available acquisition opportunities, or guarantee that we will successfully integrate those acquisitions into our existing business.

We conduct business throughout the world, and we derive a substantial amount of our retail revenue from the U.S., and some of our retail revenue from outside the U.S. We expect that international sales will continue to account for a portion of our retail revenue and that sales in emerging markets globally will continue to be a part of our international sales strategy. As such, we are, and may be increasingly, subject to risks inherent in foreign trade generally, as well as risks inherent in doing business in non-U.S. markets, including increased tariffs and duties, compliance with economic sanctions, fluctuations in currency exchange rates, shipping delays, increases in transportation and shipping costs, international political, regulatory and economic developments, unexpected changes to laws, regulatory requirements, and enforcement on us and our platform providers and differing local business practices, all of which may impact us or make it more difficult for us to conduct business in foreign markets.

A deterioration in relations between either us or the U.S. and any country in which we have significant sales, or the implementation of government regulations in the U.S. or such a country, could result in the adoption or expansion of trade restrictions, including economic sanctions or absolute prohibitions, that could have a negative impact on our business. In addition, cultural differences may affect consumer preferences and limit the international popularity of FaZe in certain areas or require us to modify the products and content we offer or the method by which we deliver our content to our consumers in order to be successful in those areas. If we do not correctly assess consumer preferences in the countries in which we sell our products and offer our entertainment content, the success of our international operations will be negatively impacted.

We are also subject to risks that our operations outside the U.S. could be conducted by our employees, contractors, third-party affiliates, representatives, or agents in ways that violate the Foreign Corrupt Practices Act, the U.K. Anti-Bribery Act or other similar anti-bribery or financial crime laws. While we have policies, procedures, and training for our employees, intended to secure compliance with these laws, our employees, contractors, third-party affiliates, representatives or agents may take actions that violate our policies. Moreover, it may be more difficult to oversee the conduct of any such persons who are not our employees, potentially exposing us to greater risk from their actions.

Fluctuations in exchange rates may negatively affect our results of operations.

While we currently price our products in U.S. dollars, even in international markets, we may become more exposed to the effects of fluctuations in currency exchange rates as we continue to expand our international reach. We generally collect revenue from our international markets in U.S. currency. For the year ended December 31, 2021, we had consumers in over 100 countries and approximately 9.5% of our revenue were derived from outside the U.S. Rapid appreciation of the U.S. dollar against foreign currencies can harm our reported results and cause the revenues derived from outside the U.S. and Canada to decrease. In addition, even if we do adjust the cost of our products in foreign markets to track appreciation in the U.S. dollar, such appreciation could increase the costs of purchasing our products outside of the U.S., adversely affecting our business, results of operations and financial condition.

As we continue to expand, we may also incur expenses for employee compensation and other operating expenses at non-U.S. locations in the local currency should we establish a local presence in international regions. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of our expenses being higher which may not be offset by additional revenue earned in the local currency. This could have a negative impact on our reported results of operations. To date, we have not engaged in any hedging strategies and any such strategies, such as forward contracts, options and foreign exchange swaps related to transaction exposures that we may implement in the future to mitigate this risk may not eliminate our exposure to foreign exchange fluctuations. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.

A cybersecurity-related attack, significant data breach, or disruption of the information technology systems or networks on which we rely could negatively impact our business.

In the course of our day-to-day business, we and third parties on our behalf create, store, and/or use commercially sensitive information, including internal communications and confidential information with respect to our sponsors, talent, consumers, and employees. A malicious cybersecurity-related attack, intrusion or disruption by hackers (including through spyware, ransomware, viruses, phishing, denial of service, and similar attacks) or other breach of the systems on which such information and other sensitive data is stored could lead to piracy of our content, fraudulent activity, disclosure, or misappropriation of, or access to, our sponsors’, talents’, consumers’, or employees’ information, or our own data. We have implemented cybersecurity programs and the tools, technologies, processes, and procedures intended to secure our data and systems, and prevent and detect unauthorized access to, or loss of, our data, or the data of our sponsors, talent, consumers, or employees. However, because these cyberattacks may remain undetected for prolonged periods of time and the techniques used by criminal hackers and other malicious third parties to breach systems change frequently, we may be unable to anticipate these techniques or otherwise be successful in preventing or responding to cyberattacks. If we are subject to a cybersecurity breach, or a security-related incident, we may have a disruption in the availability of our products and content offerings, we may have a loss in sales or be forced to pay damages or incur other costs, including from the implementation of additional cyber and physical security measures, or suffer reputational damage that could have a negative impact on our operations and financial results.

Additionally, although we maintain insurance policies, they may be insufficient to reimburse us for all losses or all types of claims that may be caused by cyberbreaches or other system or network disruptions, and it is uncertain whether we will be able to maintain our current level of coverage in the future. Moreover, if there were a public perception that our data protection measures are inadequate, whether or not the case, it could result in reputational damage and potential harm to our business relationships or the public perception of us and our business. In addition, such cybersecurity breaches may subject us to legal claims or proceedings, like individual claims and regulatory investigations and actions, including fines, especially if there is loss, disclosure, or misappropriation of, or access to, our consumers’ personal information or other sensitive information, or there is otherwise an intrusion into our consumers’ privacy.

We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate an acquired business into our company or otherwise manage the growth associated with multiple acquisitions.

From time to time, we may acquire, make investments in, or enter into strategic alliances and joint ventures with, complementary businesses. These transactions may involve significant risks and uncertainties, including:

In the case of an acquisition:

•        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.

In the case of an investment, alliance, joint venture, or other partnership:

•        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.

Any such transaction may involve the risk that our senior management’s attention will be excessively diverted from our other operations, the risk that our industry does not evolve as anticipate, and that any intellectual property or personnel skills acquired do not prove to be those needed for our future success, and the risk that our strategic objectives, cost savings or other anticipate benefits are otherwise not achieved.

Risks Related to FaZe’s People

The loss of one or more of our key executives for any reason, or failure to attract and retain other highly qualified personnel in the future, could seriously harm our business.

We currently depend on the continued services and performance of our key personnel, including Lee Trink. The employment of Mr. Trink and of our other key personnel is at will, which means they may resign or be terminated for any reason at any time. The loss of services of key personnel for any reason could have a material adverse impact on our business and results of operations.

In addition, it is important to our business to attract and retain highly talented personnel, particularly Esports personnel and content creators. As we grow our business, we may have difficulties in attracting and retaining skilled personnel or may incur significant costs to do so. Our success depends significantly on our ability to identify, attract, hire, retain, motivate and utilize the abilities of qualified personnel, particularly personnel with the specialized skills needed to create the high-quality, well-received content upon which our business is substantially dependent. Our industry is generally characterized by a high level of employee mobility, competitive compensation programs, and aggressive recruiting among competitors for employees with technical, marketing, sales, engineering, product development, creative, and/or management skills. The incentives provided by our securities, or by other compensation and benefits arrangements, may not be effective to attract and retain employees. We may also be required to enhance wages, benefits and non-equity incentives. If we are unable to meet employees and potential employees’ expectations, we may experience difficulties attracting and retaining personnel. Further, given that a significant majority of our workforce is remote due to the COVID-19 pandemic and the uncertainty of the timing and manner of our workforce returning to the office, our continued efforts related to employee onboarding, training and development and retention may not be successful. If we do not succeed in attracting and retaining highly qualified personnel or the financial resources required to do so increase, we may not be able to meet our business objectives, and our business, revenue and financial results could be harmed.

Our workforce and operations have grown substantially since our inception and we expect that they will continue to do so.

As our operations have expanded, we have grown from 47 employees and 97 independent contractors as of December 31, 2019 to 105 employees and 172 independent contractors in the U.S. and abroad as of December 31, 2021. We expect our total number of employees to increase as we continue to expand. Properly managing our growth will require us to hire, train and manage qualified employees and staff, including engineers, operations personnel, financial and accounting staff, and sales and marketing staff. If our new hires perform poorly, if we are unsuccessful in hiring, training, managing and integrating these new employees and staff, or if we are not successful in retaining our existing employees and staff, our business may be harmed. Properly managing our growth will require us to establish consistent policies across regions, functions and segments of our business, and a failure to do so could harm our business.

An increase in the relative size of Esports and content creator salaries or talent acquisition costs could negatively impact our business.

Our success depends in part on our ability to attract and retain the highest quality of Esports professionals and content creators. As a result, we are obliged to pay salaries generally comparable to our main competitors in our industry. Any increase in salaries may adversely affect our business, results of operations and financial condition. Other factors that affect salaries, such as changes in personal tax rates, changes to the treatment of income or other changes to taxation in the U.S. or other relative jurisdiction and the relative strength of the U.S. dollar may make it more difficult to attract top Esports professionals and content creators or require us to pay higher salaries to compensate for higher taxes or less favorable exchange rates. In addition, if our revenue falls and salaries remain stable or increase, our results of operations could be adversely affected. An increase in talent acquisition fees would require us to pay more than expected for the acquisition of talent in the future.

Risks Related to FaZe’s Intellectual Property

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.

The value of our intellectual property is dependent on the scope and duration of our rights as defined by applicable intellectual property laws in the United States and abroad and the manner in which those laws are construed and enforced. If those laws are drafted or interpreted in ways that limit the extent or duration of our rights, or if existing laws are changed, our ability to generate revenue from our intellectual property may decrease, or the cost of obtaining and maintaining rights may increase.

The unauthorized use of our content and intellectual property, including through the unauthorized sale of our merchandise, may result in an increase in the resources we devote to policing and enforcing our rights, which could reduce our revenues. Inadequate laws or weak enforcement mechanisms to protect against unauthorized use of intellectual property in one jurisdiction can adversely affect our operations globally, despite our efforts to protect our intellectual property rights. The growing trend of unauthorized use of intellectual property in the entertainment industry requires us to devote substantial resources to protecting our rights against unlicensed use and may result in increased losses of revenue as a result of such unauthorized use.

Intellectual property rights we develop and license from others are subject to challenge by third parties. Successful challenges to our rights in intellectual property may result in increased costs to obtain rights to use such intellectual property or the loss of the opportunity to earn revenue from the intellectual property that is the subject of challenged rights. We are not aware of any current challenges to our intellectual property rights that would reasonably be expected to have a material effect on our business or operations.

We may be unable to maintain or acquire licenses to incorporate intellectual property owned by others in our entertainment offerings.

Many of our content offerings incorporate intellectual property owned by others. For example, we do not own the intellectual property associated with the content created by our talent network. Relatedly, content that we distribute across various platforms incorporates imagery of our talent (i.e., personal rights of publicity) and other third parties. Additionally, our content offerings incorporate video game intellectual property owned by third parties. While the current media landscape permits such intellectual property to be incorporated on platforms like YouTube and Twitch, exhibition of such content on other platforms, such as traditional media television or subscription video on demand platforms, may require additional licensing that may be difficult or costly to obtain. Further, certain platforms permit integrating music into our content, but if such platforms’ policies relating to music rights changes, that could impact our content on such platforms. Similarly, if the platforms on which content is distributed, redistributed and/or embedded change their policies relating to how content exhibited or published on the platform can be used, it could impact our ability to develop, distribute and exhibit engaging content and negatively impact our operations. If we are unable to maintain these licenses and rights or obtain additional licenses or rights with significant commercial value, our ability to develop successful and engaging content may be adversely affected and our operations may be negatively impacted.

Further, many of our collaborations on merchandise and other offerings incorporate intellectual property owned by others. Competition for these licenses has increased, and may continue to increase, the amounts that we must pay to licensors and developers, through, for example, higher minimum guarantees or royalty rates on our merchandise collaborations, which could significantly increase our costs and reduce our profitability.

If we fail to maintain, protect or enforce our intellectual property rights, the value of our brand and other intangible assets may be diminished, and our business, results of operations, financial condition and prospects could be negatively impacted.

The success of our business is dependent in part on protecting our intellectual property rights and proprietary information and data. We rely on a combination of copyright protection, patents, trademarks, service marks, trade secret protection and contractual restrictions to establish and protect our intellectual property rights. However, there are steps that we have not yet taken to protect our intellectual property on a global basis, including continuing to expand the scope of goods and services that are protected under our currently registered trademarks as our offerings expand. Additionally, while we have registered trademarks in principal countries throughout the world, there are additional countries for which trademark protection could be expanded. Relatedly, there are secondary marks and

logos for which trademark protection could be protected as well. Although our content is such that it does not in all cases lend itself to warranting copyright registrations, copyright registrations could be sought for content that is likely to be infringed. Additionally, the steps that we have taken to protect our intellectual property may not be sufficient or effective to prevent third parties from infringing, misappropriating, or otherwise violating our intellectual property or to prevent unauthorized disclosure or use of our trade secrets or other confidential information, and we regularly become aware of infringements of our intellectual property rights. While we do engage brand protection and trademark vigilance watch services, intellectual property infringement continues to arise. For example, we become aware of infringing merchandise and apparel sold across various online international marketplace platforms. While we do submit take down requests, new infringing materials continue to be listed on such platforms. Similarly, we often become aware of infringing trademark filings that we monitor. We may not detect unauthorized use, disclosure, infringement, misappropriation or other violation of our confidential information or intellectual property rights, and if detected, we may be required to engage in expensive and time-consuming litigation to enforce or maintain our rights.

While we take precautions designed to protect our intellectual property, our competitors or other unauthorized third parties may still copy and use our proprietary brand, content and information. Effective protection of intellectual property rights is expensive and difficult to maintain, both in terms of application and registration costs, as well as with respect to defending and enforcing these rights. We may fail to maintain or be unable to obtain adequate protections for certain of our intellectual property rights in certain foreign jurisdictions either because effective intellectual property protection may not be available in each jurisdiction in which our offerings are available or because our intellectual property rights may not receive the same degree of protection in foreign jurisdictions as they would in the United States given the differences in intellectual property laws.

We have filed, and may continue to file, trademark applications to protect certain of our intellectual property. This process can be expensive and time-consuming, and we cannot guarantee whether any of our applications will result in the issuance or registration of a trademark. In addition, we may not enjoy a competitive advantage from the rights granted in our intellectual property. Our existing intellectual property, and any intellectual property rights granted to us or that we otherwise acquire or develop in the future, may be contested, circumvented, invalidated, or declared unenforceable through administrative processes or litigation, and we may be unable to prevent third parties from infringing, misappropriating or otherwise violating our intellectual property rights. Therefore, the effect of our efforts to protect our intellectual property cannot be accurately predicted, and unexpected factors may decrease the effectiveness of our efforts. In addition we are often generating content but have not filed copyright registrations in connection with such content, for various reasons. For example, some content is not proprietary to us, or other content may not be long lasting, and, therefore, we do not file for copyright registration given the costs and effort associated with filing copyrights and the volume of content involved in the business. Further, given the costs, effort and risks of obtaining patent protection, including the requirement to publicly disclose the invention, we may not choose to seek patent protection for certain innovations. Failure to adequately obtain patent protection, or other intellectual property protection, could adversely impact our business, operations, financial condition and prospects.

We hold various domain names relating to our brand, including Faze.com. Failure to protect our domain names could adversely affect our reputation and brand and make it more difficult for consumers to find our website, YouTube and Twitch channels, and our social media pages. We may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights without significant cost if at all.

We may be required to expend significant resources to monitor and protect our intellectual property rights, and some violations may be difficult or impossible to detect. Litigation to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to our management, and could result in the impairment or loss of portions of our intellectual property rights. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use could impair or delay the day-to-day operations of our business or otherwise harm our business, operations, reputation and, financial condition. In addition, we may be required to license additional technology from third parties to develop and market new offerings, which may not be on commercially reasonable terms or at all and could adversely affect our ability to compete.

Although we take measures to protect our intellectual property, if we are unable to prevent the unauthorized use or exploitation of our intellectual property, the value of our brand, content, and other intangible assets may be diminished, competitors may be able to compete with us more effectively, our reputation and the perception of our business may

be harmed, and our ability to attract new employees, talent, and sponsors may be adversely affected. Any inability or failure to protect our intellectual property could adversely impact our business, operations, financial condition, reputation and prospects.

Our commercial success is also dependent in part on our ability to operate without infringing, misappropriating or otherwise violating the intellectual property rights of others. We may face allegations that we have infringed, misappropriated or otherwise violated the intellectual property rights of third parties, including our competitors. We may also be subject to claims that our employees, consultants or other advisors have wrongfully used or disclosed alleged trade secrets of their former employers or claims asserting ownership of what we regard as our intellectual property. Intellectual property litigation may be protracted and expensive, and the results are unpredictable. As the result of any court judgment or settlement, we may be obligated to modify our products and content offerings in a particular geographic region or worldwide, pay significant royalties, settlement costs or damages, or modify our platform and features. Should we obtain a license to enable our continued use of any intellectual property as a result of any such litigation or settlement agreement, it could be non-exclusive, potentially allowing our competitors and other third parties access to the same technologies or other intellectual property licensed to us. The time and resources necessary to resolve intellectual property disputes could harm our business, operations, financial condition and reputation.

Risks Related to FaZe’s Legal Proceedings and Regulatory Matters

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.

We are involved, and in the future may become involved, in claims, suits and other proceedings arising in the ordinary course of our business, including, but not limited to, actions with respect to intellectual property, consumer protection, data privacy and protection, labor and employment, commercial and acquisition-related claims, taxation and law enforcement matters. Such claims, suits, government investigations, and other proceedings are inherently uncertain and their results cannot be predicted with certainty. Regardless of their outcomes, such legal proceedings can have an adverse impact on us because of legal costs, diversion of management and other personnel, and other factors. It is possible that a resolution of one or more such proceedings could result in liability, penalties, or sanctions, as well as judgments, consent decrees, or other orders preventing us from offering certain aspects of our business, or requiring a change in our business practices, products or technologies, which could in the future materially and adversely affect our business, financial condition, results of operations, reputation and future prospects.

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.

Governmental agencies in any of the countries in which we, our consumers, developers, or creators are located could block access to or require a license for our platform, our website, application stores or the internet generally for a number of reasons, including security, privacy, data protection, confidentiality, or regulatory concerns which may include, among other things, governmental restrictions on certain content in a particular country and a requirement that user information be stored on servers in a country within which we operate. Governmental agencies could issue fines or penalties if there are instances where we are found not have been in compliance with regulations in any applicable areas, or impose other restrictions that may affect the accessibility or usability of our platform, content, goods or services in that jurisdiction for a period of time or indefinitely. In addition, some jurisdictions have enacted laws that allow websites to be blocked for hosting certain types of content or may require websites to remove certain restricted content. Consumers generally need to access the internet, including in geographically diverse areas, as well as to social media networks and online streaming websites, to engage with our content. We anticipate that scrutiny and regulation of our industry will increase and we will be required to devote legal and other resources to addressing such regulation. If that happens we may become subject to additional regulation and oversight, including capital requirements or other licensing requirements, which could significantly increase our operating costs and adversely impact our results of operations. Moreover, if governmental or other entities block, limit or otherwise restrict access to or engagement with our platform or the internet generally, the growth of our industry may be impeded, our business could be negatively impacted, we could be subject to additional fines and penalties, our brand and reputation could be negatively impacted, and our results of operations may be adversely affected.

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.

Our industry continues to evolve, and new and innovative business opportunities are often subject to new laws and regulations. Although our business is not heavily regulated now, we may in the future be subject to new and developing laws or regulations or evolving interpretations and application of existing laws and regulations with respect to talent management, intellectual property, consumer protection, protection of minors, screen time, accessibility, data privacy and protection, labor and employment, business models, payments, distribution, competition and taxation, among others.

In addition, the growth and development of electronic commerce and digital assets, and associated calls for increased regulation thereof, may result in the application of existing laws or regulations to us or the promulgation of new laws and regulations that may apply to us. Any changes to existing laws or promulgation of new laws that restrict our content, marketing, business model or sales of our products in countries in which we currently, or may in the future, do business could increase our costs and expenses of complying with such laws and regulations and may harm the sale of our products, our brand and reputation, as well as our results of operations, any of which may negatively impact our business.

If we are required to reclassify independent contractors as employees, we may incur additional costs and taxes which could adversely affect our business, financial condition, and results of operations.

FaZe is particularly sensitive to changes in worker classification laws, specifically, those that may require FaZe to reclassify certain of its service providers from independent contractors to employees, and other changes to state and local laws and regulations relating to the definition and/or classification of independent contractors. Laws and regulations that govern the status and classification of independent contractors are subject to changes and divergent interpretations by various authorities, which can create uncertainty and unpredictability for FaZe. For example, California passed a worker classification statute (“AB 5”), which effectively narrowed the definition of an independent contractor by requiring hiring entities to use a stricter test to determine a given worker's classification. In addition, AB 5 places the burden of proof for classifying workers as independent contractors on hiring entities and provides enforcement powers to the state and certain cities. Legislative proposals concerning worker classification are being considered by various other states, including New York and New Jersey. Since FaZe currently treats certain of its service providers as independent contractors, it does not withhold federal, state and local income or other employment related taxes, make federal or state unemployment tax or Federal Insurance Contributions Act payments or provide workers’ compensation insurance with respect to such individuals. If FaZe is required as the result of new laws to reclassify these individuals as employees, it could be exposed to various liabilities and additional costs, including exposure (for prior and future periods) under federal, state and local tax laws, wage and hour laws and requirements (such as those pertaining to failure to pay minimum wage and overtime, or to provide required breaks and wage statements), expense reimbursement, workers’ compensation, unemployment and other employee benefits, labor, and employment laws, as well as potential liability for penalties and interest, statutory and punitive damages (including telated to the California Private Attorneys General Act), and government fines, any or all of which could adversely affect FaZe’s business, financial condition and results of operations.

Additionally, any requirement to reclassify independent contractors as employees may require FaZe to significantly alter its existing business model or operations, including suspending or ceasing operations in impacted jurisdictions, increase FaZe’s costs and impact its ability to add new talent and grow its business. For instance, existing talent may decide not to partner with FaZe and new talent may not join given the loss of flexibility under an employment model. Any of the foregoing could have an adverse impact on FaZe’s business, financial condition, and results of operations and FaZe’s ability to achieve or maintain profitability.

Our insurance may not provide adequate levels of coverage against claims.

We believe that we maintain insurance customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. We do not maintain “Key man” insurance policies on any of our officers or employees. Moreover, any loss incurred could exceed policy limits and policy payments made to us may not be made on a timely basis. Such losses could adversely affect our business prospects, results of operations and financial condition.

We collect and process information about our customers and are subject to various privacy and consumer protection laws.

We collect certain information from individuals that register with our website, use our services or purchase products offered through our website, sign up for our mailing list or otherwise provide us with contact information.

A wide variety of state, national, and international laws as well as regulations and industry standards apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal information and other information. Additionally, laws, regulations, and standards covering marketing and advertising activities conducted by telephone, email, mobile devices, and the internet, may be applicable to our business, such as the Telephone Consumer Protection Act (as implemented by the Telemarketing Sales Rule), the Controlling the Assault of Non-Solicited Pornography and Marketing Act, and similar state and foreign consumer protection laws. Evolving and changing data protection and privacy-related laws and regulations may inhibit our ability to collect information from our customers or website visitors and market our products or services, or otherwise communicate directly, with our consumers. Any failure to comply with applicable laws, directives, and regulations may result in private claims or enforcement actions against us, including liabilities, fines and damage to our reputation, any of which may have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows. Any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of our consumers’ data, or regarding the manner in which the express or implied consent of consumers for the use and disclosure of such data is obtained — or in how these applicable laws, regulations or industry practices are interpreted and enforced by state, federal and international privacy regulators — could require us to modify our services and features, possibly in a material and costly manner, may subject us to legal claims, regulatory enforcement actions and fines, and may limit our ability to develop new services and features that make use of the data that our consumers voluntarily share with us.

We rely on a variety of marketing techniques and practices, including email and social media marketing, online targeted advertising and cookie-based processing to sell our products and services and to attract new consumers, and we, and our vendors, are subject to various data protection laws and obligations that govern marketing and advertising practices. In recent years, United States, European and United Kingdom lawmakers and regulators have expressed concern over electronic marketing and related tracking technology. We may be subject to, and required to comply with, a separate and additional legal regime with respect to eprivacy, which may result in substantial costs and may necessitate changes to our business practices, which in turn may otherwise adversely affect our business, reputation, legal exposures, financial condition, results of operations and prospects.

Additionally, some providers of consumer devices, web browsers and mobile app stores have implemented, or announced plans to implement, means to make it easier for internet users to prevent the placement of cookies or to block other tracking technologies, require additional consents, or limit the ability to track user activity, which could if widely adopted result in the use of third-party cookies and other methods of online tracking becoming significantly less effective. Laws and regulations regarding the use of these cookies and other current online tracking and advertising practices or a loss in our ability to make effective use of services that employ such technologies could increase our costs of operations and limit our ability to acquire new consumers on cost-effective terms, which, in turn, could have an adverse effect on our business, financial condition, results of operations and prospects.

Compliance with additional laws and regulations could be expensive, and may place restrictions on the conduct of our business and the manner in which we interact with our customers. Failure to comply with applicable laws and regulations could result in regulatory enforcement actions against us. For example, our misuse of or failure to secure personal information could result in violation of data privacy laws and regulations, proceedings against us by governmental entities or others, and/or result in significant liability and damage to our reputation and credibility. These possibilities, if borne out, could have a negative impact on revenues and profits. If a third party alleges that we have violated applicable data privacy laws, we could face governmental investigations or enforcement actions, fines, litigation, claims (including data subject-led class actions) or public statements against us by consumer advocacy groups or others and damages as well as reputational harm among consumers, investors, and strategic partners. While we take measures to protect the security of information that we collect, use and disclose in the operation of our business, if there is a data breach, there is potential for enforcement actions and fines as well as claims for damages by consumers whose personal information has been disclosed without authorization. For example, the California Consumer Privacy Act, which went into effect on January 1, 2020, provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal data that may increase the likelihood

of, and risks associated with, data breach litigation. Should we experience a data breach or other unauthorized access to or disclosure of personally identifiable information, our business, operations, financial condition and prospects may be adversely impacted.

Although we make reasonable efforts to comply with all applicable data protection laws and regulations, our interpretations and efforts may have been or may prove to be insufficient or incorrect. We also generally seek to comply with industry standards and are subject to the terms of our privacy policies and privacy-related obligations to third parties. We strive to comply with applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection to the extent possible. However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us to comply with applicable privacy and data security laws and regulations, our privacy policies, or our privacy-related obligations to users or other third parties, or any compromise of security that results in the unauthorized access to or transfer of personal information or other customer data, may result in governmental enforcement actions, litigation, or public statements against us by consumer advocacy groups or others and could cause our consumers to lose trust in us, which would have an adverse effect on our reputation and business. We may also incur significant expenses to comply with privacy, consumer protection and security standards and controls imposed by laws, regulations, industry standards or contractual obligations.

Labor disputes may disrupt our operations and adversely affect our business, financial condition and results of operations.

As an employer, we are presently, and may in the future be, subject to various employment-related claims, such as individual or class actions or government enforcement actions relating to alleged employment discrimination, employee classification and related withholding, wage-hour, labor standards or healthcare and benefit issues. Any actions in the future brought against us and successful in whole or in part, may affect our ability to compete or could materially adversely affect our business, financial condition and results of operations.

Our products and brands are subject to intellectual property infringement, including in jurisdictions that do not adequately protect our brands and intellectual property rights.

We regard our brand, products and other intellectual property as proprietary and take measures to protect our assets from infringement. We are aware that some unauthorized use of our brand and products occurs, and if a significantly greater amount were to occur, it could negatively impact our business. Further, our offerings are available worldwide and the laws of some countries either do not protect our products, brands and intellectual property to the same extent as the laws of the U.S. or are poorly enforced. Legal protection of our rights may be ineffective in countries with weaker intellectual property enforcement mechanisms. In addition, certain third parties have registered our intellectual property rights without authorization in foreign countries. Successfully registering such intellectual property rights could limit or restrict our ability to offer products and services based on such rights in those countries. Although we take steps to enforce and police our rights, our practices and methodologies may not be effective against all eventualities.

Risks Related to FaZe’s Tax, Financial and Accounting Matters

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.

Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our controls over financial reporting. When we are required to comply with Sections 404(a) and (b) of the Sarbanes-Oxley Act, our assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, and when we cease to be an emerging growth company, we will need to provide a statement that our independent registered public accounting firm has issued an opinion on the effectiveness of our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis. In connection with the audit of our financial statements as of December 31, 2020 and 2019, we identified a material weakness in our internal control due to inadequate design of information technology general and application controls resulting from inappropriate access given to certain individuals including the CFO and Controller. In addition, we also identified a material weakness in our internal control due to lack of adequate segregation of duties within a significant amount of processes, as well as a material weakness in our internal control due to lack of adequate timely review of accounts and reconciliations resulting in material audit adjustments and significant post-closing adjustments.

As explained further in the notes to our audited consolidated financial statements included elsewhere in this proxy statement/prospectus, during the preparation of the audited consolidated financial statements for the year ended December 31, 2021, we identified a misapplication of the accounting guidance related to accounting for customer returns and discounts. For the year ended December 31, 2020, we recorded $0.8 million in customer discounts, and $0.2 million in customer returns. We had accounted for these as cost of revenues, as opposed to as a reduction to revenue. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FaZe” and the related notes to the FaZe Audited Financial Statements for additional information.

Our management is in the process of developing a remediation plan and is taking steps to remediate the material weaknesses, and will continue to monitor the effectiveness of our remediation plan once in place and make the necessary changes it determines to be appropriate. Although we intend to complete this remediation process as quickly as practicable, we cannot at this time estimate with certainty how long it will take, and our initiatives may not prove to be successful in remediating each of the material weaknesses. The remediation process may require significant additional time and expense and may divert management from the operation of our business. Moreover, because of the inherent limitations of any control system, material misstatements due to error or fraud may not be prevented or detected and corrected on a timely basis, or at all. If we are unable to remediate such material weaknesses, or if we identify or otherwise experience additional material weaknesses in ongoing or future audits, we may not be able to accurately record, process, and report our financial condition or results of operations, prevent fraud, or prepare financial statements within the time periods specified by the forms of the SEC, which, in turn, may adversely affect our reputation and business and the market price of our New FaZe common stock. In addition, any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of our securities, and harm to our reputation and financial condition, or diversion of financial and management resources from the operation of our business.

Risks Related to BRPM

Unless the context otherwise requires, references to “we”, “us” and “our” in this subsection “— Risks Related to BRPM” generally refer to BRPM in the present tense and New FaZe from and after the Closing.

Risks Related to BRPM’s Accounting Determinations in Connection with Complex Financial Instruments

BRPM warrants are accounted for as liabilities and are recorded at fair value upon issuance with changes in fair value each reporting period to be reported in earnings, which may have an adverse effect on the market price of the BRPM Class A common stock and New FaZe common stock.

BRPM accounts for its warrants as liabilities and recorded at fair value upon issuance with any changes in fair value each reporting period to be reported in earnings as determined by BRPM based on the available publicly traded warrant price or based on a valuation report obtained from its independent third party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of the BRPM Class A common stock prior to the Business Combination and the New FaZe common stock following Closing.

BRPM’s management identified a material weakness in BRPM’s internal control over financial reporting. If BRPM is unable to develop and maintain an effective system of internal control over financial reporting, BRPM may not be able to accurately report its results of operations and financial condition accurately and in a timely manner, which may adversely affect investor confidence and materially and adversely affect BRPM’s business and operating results.

In connection with the preparation of BRPM’s financial statements as of September 30, 2021, BRPM concluded that it was appropriate to restate the presentation of shares of BRPM Class A common stock subject to possible redemption to reflect the Public Shares within temporary equity after determining the Public Shares redemption feature is not solely within BRPM’s control. As part of such process, BRPM identified a material weakness in its internal controls over financial reporting related to the accounting for complex financial instruments (including redeemable equity instruments as described above) as of September 30, 2021 and December 31, 2021. In light of the material weakness identified and the resulting restatement, although BRPM has processes to identify and appropriately apply applicable accounting requirements, BRPM plans to continue to enhance its processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to BRPM’s financial statements. BRPM’s plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among personnel and third-party professionals with whom BRPM consults regarding complex accounting applications. The elements of BRPM’s remediation plan can only be accomplished over time, and BRPM can offer no assurance that these initiatives will ultimately have the intended effects.

As a result of this material weakness, BRPM management concluded that its internal control over financial reporting was not effective as of September 30, 2021 or December 31, 2021.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for BRPM to provide reliable financial reports and prevent fraud. BRPM continues to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

Further, BRPM can give no assurance that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if BRPM is successful in strengthening its controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of BRPM’s financial statements.

A material weakness could limit BRPM’s ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its annual or interim financial statements. If BRPM’s financial statements are not accurate, investors may not have a complete understanding of BRPM’s operations. Likewise, if BRPM’s financial statements are not filed on a timely basis, BRPM could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on BRPM’s business. Failure to timely file will cause BRPM to be ineligible to utilize short form registration statements on Form S-3 (once available), which may impair BRPM’s ability to obtain capital in a timely fashion to execute its business strategies. Ineffective internal controls could also cause investors to lose confidence in BRPM’s reported financial information, which could have a negative effect on the trading price of the New FaZe common stock. BRPM cannot assure you that the measures taken to date, or any measures that BRPM may take in the future, will be sufficient to avoid potential future material weaknesses.

We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

As a result of the material weaknesses identified by BRPM management as of September 30, 2021 and December 31, 2021, the restatement and resulting change in accounting for Public Shares as temporary equity, and other matters raised or that may in the future be raised by the SEC, BRPM faces potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in internal control over financial reporting and the preparation of BRPM’s financial statements. As of the date of this proxy statement/prospectus, we have no knowledge

of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete an initial business combination.

Public Company and Financial Reporting Risks

BRPM’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about BRPM’s ability to continue as a “going concern.”

On December 31, 2021, BRPM had cash of $43,324 and working capital deficit of $1,957,395. Further, BRPM has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. BRPM cannot assure you that its plans to consummate the Business Combination will be successful. These factors, among others, raise substantial doubt about BRPM’s ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from BRPM’s inability to continue as a going concern.

We will incur increased costs and obligations as a result of being a public company.

As a privately held company, FaZe has not been required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, we will incur significant legal, accounting and other expenses that we were not required to incur in the recent past, particularly after we are no longer an “emerging growth company” as defined under the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act, the JOBS Act, and the rules and regulations of the SEC and national securities exchanges have created uncertainty for public companies and increased the costs and the time that the New FaZe Board and management must devote to complying with these rules and regulations. We expect these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from revenue generating activities.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

After the completion of the Business Combination, New FaZe will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and any rules promulgated thereunder, as well as the rules of Nasdaq. The requirements of these rules and regulations increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls for financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight are required, and, as a result, management’s attention may be diverted from other business concerns. These rules and regulations can also make it more difficult for us to attract and retain qualified independent members of the board of directors. Additionally, these rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance. We may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. The increased costs of compliance with public company reporting requirements and our potential failure to satisfy these requirements could have a material adverse effect on our operations, business, financial condition or results of operations.

As a private company, FaZe has not endeavored to establish and maintain public-company-quality internal control over financial reporting. If we fail to establish and maintain proper and effective internal control over financial reporting, as a public company, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of the New FaZe Common Stock may decline.

Pursuant to Section 404 of the Sarbanes-Oxley Act, following consummation of the Business Combination, the report by management on internal control over financial reporting will be on New FaZe’s financial reporting and internal controls (as accounting acquirer), and, when we are no longer an emerging growth company, an attestation of the independent registered public accounting firm will also be required. The rules governing the standards that must be met for management to assess internal control over financial reporting are complex and require significant documentation, testing and possible remediation. FaZe has not historically had to comply with all of these rules, and to comply with the Sarbanes-Oxley Act, the requirements of being a reporting company under the Exchange Act and any complex accounting rules in the future, New FaZe may need to upgrade New FaZe’s legacy information technology systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance staff.

If we are unable to hire the additional accounting and finance staff necessary to comply with these requirements, we may need to retain additional outside consultants. If we or, if required, our independent registered public accounting firm, are unable to conclude that our internal controls over financial reporting are effective, investors may lose confidence in our financial reporting, which could negatively impact the price of our securities.

Further, FaZe identified a number of material weaknesses in its internal control over financial reporting in connection with the audit of FaZe’s financial statements as of December 31, 2020 and 2019, including weaknesses in information technology controls, application controls, segregation of duties, timely review of accounts and reconciliations, among other weaknesses, and BRPM identified a material weakness in its internal control over financial reporting related to the accounting for BRPM warrants and the accounting for complex financial instruments.

We cannot assure you that there will not be additional material weaknesses in our internal control over financial reporting now or in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines that we have a material weakness in our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of the New FaZe common stock could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.