As filed with the Securities and Exchange Commission on  April 27, 2022

Registration No: 333-262047

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM S-4/A
Amendment No. 2
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

_____________________

B. Riley Principal 150 Merger Corp.*

(Exact name of registrant as specified in its charter)

_____________________

Delaware

 

6770

 

85-2081659

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

299 Park Avenue 21st Floor
New York, New York 10171
(212) 457
-3300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________

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

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________

Copies to:

Joel L. Rubinstein
Elliot Smith
Era Anagnosti
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 819
-8200

 

Allison R. Schneirov
Christopher M. Barlow
Laura Kaufmann Belkhayat
Skadden, Arps,
Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
(212) 735
-3000

_____________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

       

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

____________

*         Following the consummation of the Business Combination described herein, the continuing entity will be renamed “FaZe Holdings Inc.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

 

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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.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION DATED APRIL 27, 2022

PROXY STATEMENT FOR

SPECIAL MEETING OF B. RILEY
PRINCIPAL 150 MERGER CORP.

AND
PROSPECTUS
FOR

56,407,270 SHARES OF CLASS A COMMON STOCK OF B. RILEY PRINCIPAL 150 MERGER CORP.

On October 24, 2021, the board of directors of B. Riley Principal 150 Merger Corp., a Delaware corporation (“BRPM,” “we,” “us” or “our”), unanimously approved the agreement and plan of merger, dated October 24, 2021 (the “Original Merger Agreement”), as amended on December 29, 2021 and March 10, 2022 (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”). If the Merger Agreement is approved by BRPM’s stockholders and the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into FaZe (the “Merger”) with FaZe surviving the Merger as a wholly owned subsidiary of BRPM. As a result of the Merger, and upon the consummation of the Merger and the other transactions contemplated by the Merger Agreement (together with the Merger, the “Business Combination”), the securityholders of FaZe will become securityholders of BRPM. In connection with the consummation of the Business Combination, BRPM will be renamed “FaZe Holdings Inc.” and is referred to herein as “New FaZe” as of the time following such change of name. Additionally, in connection with the Business Combination, BRPM’s Class B common stock will convert into BRPM’s Class A common stock and BRPM’s Class A common stock will be reclassified as common stock, par value $0.0001 per share of New FaZe (“New FaZe common stock”) upon the filing of the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State upon completion of the Business Combination.

Concurrently with the execution of the Merger Agreement, BRPM and certain accredited investors (the “PIPE Investors”), including investors affiliated with BRPM’s sponsor, B. Riley Principal 150 Sponsor Co., LLC (the “Sponsor”) and Cox Investment Holdings, Inc., a former securityholder of FaZe, entered into a series of subscription agreements (“Subscription Agreements”) providing for the purchase by the PIPE Investors immediately prior to the closing of the Business Combination of an aggregate of 11,800,000 shares of New FaZe common stock at a price per share of $10.00, for gross proceeds to New FaZe of $118,000,000 (collectively, the “PIPE Investment”). On January 12, 2022, Cox Investment Holdings, Inc. assigned all of its investments in FaZe, including its FaZe securities and its rights and obligations under the Subscription Agreement, to its affiliate, AEV Esports, LLC (the “FaZe PIPE Investor”). The closing of the PIPE Investment is conditioned upon the consummation of the Merger and certain other customary conditions provided in the Subscription Agreements.

The parties have ascribed an equity value of the combined company, following the consummation of the Business Combination, of $987 million, assuming none of BRPM’s public stockholders (the “Public Stockholders”) holding Class A common stock initially sold as part of the units issued in BRPM’s initial public offering (the “Public Shares”) seek to redeem their Public Shares for a pro rata portion of the funds in the trust account established in connection with BRPM’s initial public offering (the “Trust Account”). It is anticipated that, immediately following the Business Combination, (i) BRPM’s Public Stockholders will own 15.0% of the issued and outstanding shares of New FaZe common stock, par value $0.0001 per share (“New FaZe common stock”), (ii) holders of the BRPM warrants initially sold as part of the units issued in BRPM’s initial public offering (the “Public Warrants) will own 5.0% of the outstanding shares of New FaZe common stock, assuming cash exercise of the Public Warrants, (iii) existing holders of FaZe capital stock or securities exercisable or convertible into FaZe capital stock prior to the Closing (the “FaZe Stockholders”) will own 65.8% of outstanding New FaZe common stock, including the 500,000 shares of New FaZe common stock purchased by the FaZe PIPE Investor in the PIPE Investment, (iv) the Sponsor and its affiliates will collectively own 6.3% of outstanding New FaZe common stock, including the 2,200,000 shares of New FaZe common stock purchased by investors affiliated with the Sponsor in the PIPE Investment and the 173,333 shares issuable upon the cash exercise of BRPM warrants issued in a private placement simultaneously with the initial public offering (the “Private Placement Warrants”), with an aggregate of 2,156,250 shares of New FaZe common stock

 

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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).

 

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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

 

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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 entitledInterests 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.

 

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

B. RILEY PRINCIPAL 150 MERGER CORP.
299 Park Avenue 21
st 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).

 

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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”);

 

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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

 

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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.

 

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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

 

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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.

 

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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.

 

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MARKET AND INDUSTRY DATA

Information contained in this proxy statement/prospectus concerning the market and the industry in which FaZe competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by FaZe based on such sources and FaZe’s knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. We have not independently verified this third-party information. The industry in which FaZe operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to FaZe’s Business” and elsewhere in this proxy statement/prospectus.

 

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Page

Additional Information

 

1

Certain Defined Terms

 

2

Cautionary Note Regarding Forward-Looking Statements

 

9

Questions and Answers about the Business Combination and the Special Meeting

 

11

Summary of the Proxy Statement/Prospectus

 

29

Summary Historical Financial Information of BRPM

 

50

Summary Historical Consolidated Financial Information of FaZe

 

52

Summary Unaudited Pro Forma Condensed Combined Financial Information

 

53

Comparative Historical and Unaudited Pro Forma Combined Per Share Financial Information

 

55

Market Price, Ticker Symbol and Dividend Information

 

57

Risk Factors

 

58

The Special Meeting

 

96

The Business Combination and the Merger Agreement

 

103

The Merger Agreement

 

104

Ancillary Agreements related to the Business Combination

 

121

The Business Combination Proposal

 

144

The Binding Charter Proposals

 

145

The Advisory Charter Proposals

 

149

The Stock Issuance Proposal

 

152

The Director Election Proposal

 

154

The Incentive Plan Proposal

 

155

The Adjournment Proposal

 

166

Unaudited Pro Forma Condensed Combined Financial Information

 

167

Other Information Related to BRPM

 

181

Management’s Discussion and Analysis of Financial Condition and Results of Operations of BRPM

 

191

Business of New FaZe

 

195

Management’s Discussion and Analysis of Financial Condition and Results of Operations of FaZe

 

206

Description of New FaZe Securities

 

226

Securities Act Restrictions on Resale of Common Stock

 

235

Beneficial Ownership of Securities

 

236

New FaZe Management after the Business Combination

 

241

FaZe’s Executive and Director Compensation

 

249

Certain Relationships and Related Party Transactions

 

256

Material U.S. Federal Income Tax Considerations

 

262

Legal Matters

 

269

Experts

 

269

Delivery of Documents to Stockholders

 

269

Stockholder Proposals and Nominations

 

270

Stockholder Communications

 

271

Where You Can Find More Information

 

272

Index to Financial Statements

 

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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”.

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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.

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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

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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).

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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.

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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.

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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.

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Transfer Agent” means Continental Stock Transfer & Trust Company.

Trust Account” means the Trust Account of BRPM that holds the proceeds from the IPO and the sale of the Private Placement Units.

Trust Agreement” mean that certain Investment Management Trust Agreement, dated as of February 18, 2021, between BRPM and the Trustee.

Trustee” means Continental Stock Transfer & Trust Company.

“Vested FaZe Options” means 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).

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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;

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•        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.

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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.

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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

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•        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

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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.

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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:

     

Post-Business Combination

 

Post-Business Combination

 

Post-Business Combination

 

Post-Business Combination

 

Post-Business Combination

   

Pre-Business Combination
(BRPM)

 

No Redemptions
Scenario
(New FaZe)

 

Minimum Proceeds
Condition
Redemptions
Scenario
(22.1%)
(New FaZe)
(5)(9)

 

50.0%
Redemptions
Scenario
(New FaZe)
(6)(9)

 

75.0%
Redemptions
Scenario
(New FaZe)
(7)(9)

 

100.0%
Redemptions
Scenario
(New FaZe)
(8)(9)

   

Number
of
Shares

 

Percentage of Ownership

 

Number
of
Shares

 

Percentage of Ownership

 

Number
of
Shares

 

Percentage
of
Ownership

 

Number
of
Shares

 

Percentage
of
Ownership

 

Number
of
Shares

 

Percentage
of
Ownership

 

Number
of
Shares

 

Percentage
of
Ownership

FaZe Stockholders (1)

 

 

0.0

%

 

75,406,596

 

65.8

%

 

75,163,477

 

67.9

%

 

74,856,059

 

70.9

%

 

74,580,799

 

73.8

%

 

74,305,526

 

77.1

%

BRPM Public Stockholders

 

17,250,000

 

78.1

%

 

17,250,000

 

15.0

%

 

13,441,159

 

12.1

%

 

8,625,000

 

8.2

%

 

4,312,500

 

4.3

%

 

 

0.0

%

BRPM Public Warrantholders (2)

 

 

0.0

%

 

5,750,000

 

5.0

%

 

5,750,000

 

5.2

%

 

5,750,000

 

5.4

%

 

5,750,000

 

5.7

%

 

5,750,000

 

6.0

%

Sponsor and Related Parties (3)

 

4,832,500

 

21.9

%

 

7,032,500

 

6.1

%

 

7,032,500

 

6.4

%

 

7,032,500

 

6.7

%

 

7,032,500

 

7.0

%

 

7,032,500

 

7.3

%

BRPM Private Warrantholders (2)

 

 

0.0

%

 

173,333

 

0.2

%

 

173,333

 

0.2

%

 

173,333

 

0.2

%

 

173,333

 

0.2

%

 

173,333

 

0.2

%

PIPE Investors (4)

 

 

0.0

%

 

9,100,000

 

7.9

%

 

9,100,000

 

8.2

%

 

9,100,000

 

8.6

%

 

9,100,000

 

9.0

%

 

9,100,000

 

9.4

%

Total Shares

 

22,082,500

 

100.0

%

 

114,712,429

 

100.0

%

 

110,660,469

 

100.0

%

 

105,536,892

 

100.0

%

 

100,949,132

 

100.0

%

 

96,361,359

 

100.0

%

__________

(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.

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(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.

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

 

No Redemptions(1)

 

Minimum
Proceeds Condition
(22.1%)
Redemptions
Scenario
(2)

 

50.0%
Redemptions
Scenario
(3)

 

75.0%
Redemptions
Scenario
(4)

 

100.0%
Redemptions
Scenario
(5)

Shares

 

Value
per
Share
(6)

 

Shares

 

Value
per
Share
(6)

 

Shares

 

Value
per
Share
(6)

 

Shares

 

Value
per Share
(6)

 

Shares

 

Value
per Share
(6)

Base Scenario(7)

 

108,789,096

 

10.0000

 

104,737,136

 

10.0232

 

99,613,559

 

10.0552

 

95,025,799

 

10.0868

 

90,438,026

 

10.1216

Excluding Initial Stockholders(8)

 

103,956,596

 

10.4649

 

99,904,636

 

10.5080

 

94,781,059

 

10.5679

 

90,193,299

 

10.6272

 

85,605,526

 

10.6929

Exercising Public Warrants (9)

 

114,539,096

 

10.0753

 

110,487,136

 

10.1000

 

105,363,559

 

10.1340

 

100,775,799

 

10.1674

 

96,188,026

 

10.2040

Exercising Private Placement
Warrants
 (10)

 

108,962,429

 

10.0024

 

104,910,469

 

10.0256

 

99,786,892

 

10.0577

 

95,199,132

 

10.0893

 

90,611,359

 

10.1242

Exercising BRPM Warrants(11)

 

114,712,429

 

10.0775

 

110,660,469

 

10.1022

 

105,536,892

 

10.1363

 

100,949,132

 

10.1697

 

96,361,359

 

10.2063

Excluding Initial Stockholders and Exercising Warrants(12)

 

109,879,929

 

10.5207

 

105,827,969

 

10.5635

 

100,704,392

 

10.6227

 

96,116,632

 

10.6810

 

91,528,859

 

10.7452

____________

(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):

 

Post-Transaction Equity Value (in billions)

No
Redemptions

 

Minimum
Proceeds Condition
(22.1%)
Redemptions
Scenario
(6a)

 

50.0%
Redemptions
Scenario
(6b)

 

75.0%
Redemptions
Scenario
(6c)

 

100.0%
Redemptions
Scenario
(6d)

Base Scenario

 

$

1.09

 

$

1.05

 

$

1.00

 

$

0.96

 

$

0.92

Excluding Initial Stockholders

 

$

1.09

 

$

1.05

 

$

1.00

 

$

0.96

 

$

0.92

Exercising Public Warrants(6e)

 

$

1.15

 

$

1.12

 

$

1.07

 

$

1.02

 

$

0.98

Exercising Private Placement Warrants(6f)

 

$

1.09

 

$

1.05

 

$

1.00

 

$

0.96

 

$

0.92

Exercising BRPM Warrants(6g)

 

$

1.16

 

$

1.12

 

$

1.07

 

$

1.03

 

$

0.98

Excluding Initial Stockholders and Exercising Warrants

 

$

1.16

 

$

1.12

 

$

1.07

 

$

1.03

 

$

0.98

____________

(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).

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(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

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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?

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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

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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.

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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.

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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

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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.

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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.

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Q:     What is a proxy?

A:     A proxy is a legal designation of another person to vote the stock you own. If you are a stockholder of record of BRPM common stock as of the close of business on the record date, and you vote by phone, by internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of BRPM’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution. These two officers are Bryant Riley and Daniel Shribman.

Q:     What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:     If your shares of BRPM common stock are registered directly in your name with Continental you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Direct holders (stockholders of record).    For BRPM common stock held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of BRPM common stock are voted.

Shares in “street name.”    For BRPM common stock held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q:     If a BRPM Stockholder gives a proxy, how will the BRPM common stock covered by the proxy be voted?

A:     If you provide a proxy by returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your shares of BRPM common stock in the way that you indicate when providing your proxy in respect of the BRPM common stock you hold. When completing the proxy card, you may specify whether your shares of BRPM common stock should be voted FOR or AGAINST (or WITHHOLD with respect to the Director Election proposal), or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.

Q:     How will my BRPM common stock be voted if I return a blank proxy?

A:     If you sign, date and return your proxy and do not indicate how you want your shares of BRPM common stock to be voted, then your shares of BRPM common stock will be voted “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 Director Election Proposal, “FOR” the approval of the Stock Issuance 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:     Can I change my vote after I have submitted my proxy?

A:     Yes. If you are a stockholder of record of BRPM common stock as of the close of business on the record date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

•        submit a new proxy card bearing a later date;

•        give written notice of your revocation to BRPM’s Corporate Secretary, which notice must be received by BRPM’s Corporate Secretary prior to the vote at the Special Meeting; or

•        vote electronically at the Special Meeting by visiting [virtual meeting link] and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

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Q:     Where can I find the voting results of the Special Meeting?

A:     The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, BRPM will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.

Q:     Are BRPM Stockholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?

A:     No. BRPM Stockholders are not entitled to exercise dissenters’ rights or appraisal rights under Delaware law in connection with the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of BRPM Class A common stock because it is currently listed on a national securities exchange and such holders are not required to receive any consideration (other than continuing to hold their shares of BRPM Class A common stock, which will become an equal number of shares of New FaZe common stock after giving effect to the Business Combination). Holders of BRPM Class A common stock may vote against the Business Combination Proposal and/or redeem their BRPM Class A common stock if they are not in favor of the adoption of the Merger Agreement or the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of BRPM Class B common stock because they have agreed to vote in favor of the Business Combination.

Q:     Are there any risks that I should consider as a BRPM Stockholder in deciding how to vote or whether to exercise my redemption rights?

A:     Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors”. You also should read and carefully consider the risk factors of BRPM and FaZe contained in the documents that are incorporated by reference herein.

Q:     What happens if I sell my BRPM common stock before the Special Meeting?

A:     The record date for BRPM Stockholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your shares of BRPM common stock before the record date, you will not be entitled to vote at the Special Meeting. If you transfer your shares of BRPM common stock after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting but will transfer the right to hold or redeem New FaZe shares to the person to whom you transfer your shares.

Q:     When is the Business Combination expected to be completed?

A:     Subject to the satisfaction or waiver of the Closing conditions described in the section entitled “The Merger Agreement — Conditions to Closing”, including the adoption of the Merger Agreement by the BRPM Stockholders at the Special Meeting, the Business Combination is expected to close by the first quarter of 2022. However, it is possible that factors outside the control of both BRPM and FaZe could result in the Business Combination being completed at a later time, or not being completed at all.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     BRPM has engaged a professional proxy solicitation firm, DF King, to assist in soliciting proxies for the Special Meeting. BRPM has agreed to pay DF King a fee of $25,000, plus additional fees for proxy solicitation via telephone, plus disbursements. BRPM will reimburse DF King for reasonable out-of-pocket expenses and will indemnify DF King and its affiliates against certain claims, liabilities, losses, damages and expenses. BRPM will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. BRPM’s management team may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Q:     What are the conditions to completion of the Business Combination?

A:     The Closing is subject to certain customary conditions, including, among other things: (i) approvals by BRPM Stockholders and FaZe’s stockholders of the Merger Agreement and the transactions contemplated thereby; (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act (the waiting period expired on December 6, 2021); (iii) the Minimum Proceeds Condition (the condition was waived by FaZe on March 10, 2022); (iv) that BRPM has not received valid redemption requests (that have not subsequently been withdrawn) that would require it to redeem BRPM Class A common stock in an amount that would cause BRPM not to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately prior to or upon the Closing; (v) effectiveness of the Registration Statement; (vi) the accuracy of the representations and warranties, covenants and agreements of FaZe and BRPM, respectively, subject to customary materiality qualifications; (vii) the absence of any material adverse effect that is continuing with respect to FaZe and BRPM, respectively, between the date of the Merger Agreement and the date of the Closing; (viii) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination. See the section entitled “The Business Combination Proposal.

Q:     What should I do now?

A:     You should read this proxy statement/prospectus carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or via the internet as soon as possible so that your shares of BRPM common stock will be voted in accordance with your instructions.

Q:     What should I do if I receive more than one set of voting materials?

A:     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of BRPM common stock.

Q:     Whom do I call if I have questions about the Special Meeting or the Business Combination?

A:     If you have questions about the Special Meeting or the Business Combination, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:

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

You also may obtain additional information about BRPM from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information?” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your Public Shares (either physically or electronically) to Continental Stock Transfer & Trust Company, BRPM’s transfer agent, at the address below prior to 12:00 p.m., New York City time, on [•], 2022 (two business days prior to the scheduled date of the Special Meeting) and identify the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

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Summary of the Proxy Statement/Prospectus

This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and exhibits before you decide how to vote with respect to the proposals to be considered and voted on at the Special Meeting.

Information About the Parties to the Business Combination

B. Riley Principal 150 Merger Corp.

299 Park Avenue, 21st Floor

New York, NY 10171

(212) 457-3300

B. Riley Principal 150 Merger Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

BRPM Merger Sub, Inc.

299 Park Avenue, 21st Floor

New York, NY 10171

(212) 457-3300

BRPM Merger Sub, Inc. is a Delaware corporation and a direct wholly owned subsidiary of B. Riley Principal 150 Merger Corp., and was formed on October 6, 2021 for the purpose of effecting a merger with FaZe.

FaZe Clan Inc.

720 N. Cahuenga Blvd.

Los Angeles, CA 90038

FaZe Clan Inc. is a Delaware corporation and a digitally native lifestyle and media platform founded and rooted in gaming and youth culture.

The Business Combination and the Merger Agreement

The terms and conditions of the Business Combination are contained in the Original Merger Agreement and the Merger Agreement Amendments, which are attached to this proxy statement/prospectus as Annex A-1, Annex A-2, and Annex A-3, respectively. We encourage you to read the Merger Agreement carefully and in its entirety, as it is the legal document that governs the Business Combination.

Structure of the Business Combination

Pursuant to the Merger Agreement, Merger Sub will merge with and into FaZe with FaZe surviving the Merger as a wholly owned subsidiary of BRPM. In addition, in connection with the consummation of the Business Combination, assuming approval by our stockholders, New FaZe will amend and restate the Current Charter to be the Proposed Charter and the members of New FaZe Board will be the persons listed in the Director Election Proposal.

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The following diagrams illustrate in simplified terms the current structure of BRPM and FaZe and the expected structure of New FaZe upon the Closing.

The Business Combination and the Merger Agreement Merger Consideration to FaZe Stockholders

BRPM has agreed to issue approximately 49,966,443 shares of New FaZe common stock at a deemed per share price of $10.00. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each holder of shares of FaZe common stock as of immediately prior to the Effective Time (including shares of FaZe common stock issued as a result of the Company Conversion) will be entitled to receive, in the form of a number of shares of New FaZe common stock, a portion of the Aggregate Equity Value Consideration equal to (i) the Exchange Ratio multiplied by (ii) the number of shares of FaZe common stock held by such holder as of immediately prior to the Effective Time, with fractional shares rounded to the nearest whole share. BRPM presently estimates that the Exchange Ratio will be approximately 2.30.

BRPM has also agreed to issue approximately 6,440,827 shares of New FaZe common stock (the “Earn-Out Shares”) in the no redemptions scenario (or 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), which Earn-Out Shares will be subject to vesting as described below. Subject to the terms and conditions of the Merger Agreement, the holders of FaZe common stock (including shares of FaZe common stock issued as a result of the Company Conversion and shares subject to the FaZe Restricted Stock Awards) and Vested FaZe Options as of immediately prior to the Effective Time will be entitled to receive in the form of a number of shares of New FaZe common stock, a portion of the Aggregate Earn-Out Consideration equal to (i) the Earn-Out Exchange Ratio multiplied by (ii) the number of shares of FaZe common stock held by such holder as of immediately prior to the Effective Time or in the case of Vested FaZe Options, the number of Net Vested Company Option Shares, with fractional shares rounded to the nearest whole share. BRPM presently estimates that the Earn-Out Exchange Ratio will be approximately 0.23, assuming no redemptions of Public Shares.

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The Earn-Out Shares will be subject to vesting or forfeiture as follows:

(i)     If, at any time during the period commencing 90 days after the Closing Date and ending on the date that is five years after the Closing Date (the “Earn-Out Period”), the VWAP per share of New FaZe common stock at any point during the trading hours of a Trading Day is greater than or equal to $12.00 for any 20 Trading Days within any period of 30 consecutive Trading Days (the date when the foregoing is first satisfied, the “First FaZe Earn-out Achievement Date”), the first one-third of the Earn-Out Shares shall immediately vest;

(ii)    If, at any time during the Earn-Out Period, the VWAP per share of New FaZe common stock at any point during the trading hours of a Trading Day is greater than or equal to $14.00 for any 20 Trading Days within any period of 30 consecutive Trading Days (the date when the foregoing is first satisfied, the “Second FaZe Earn-out Achievement Date”), the second one-third of the Earn-Out Shares shall immediately vest; and

(iii)   If, at any time during the Earn-Out Period, the VWAP per share of New FaZe common stock at any point during the trading hours of a Trading Day is greater than or equal to $16.00 for any 20 Trading Days within any period of 30 consecutive Trading Days (the date when the foregoing is first satisfied, the “Third FaZe Earn-out Achievement Date”), the third one-third of the Earn-Out Shares shall immediately vest

The vesting period is subject to acceleration in the event of a Change of Control during the Earn-Out Period that results in the holders of New FaZe common stock receiving a price per share that is greater than or equal to one or more of the applicable VWAPs per share above, and such Change of Control is subsequently consummated, as described in more detail in the section of this proxy statement/prospectus titled “The Merger Agreement — Merger Consideration”.

For the avoidance of doubt, the maximum Aggregate Earn-Out Consideration for the holders of FaZe common stock and FaZe Options is 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.

Lock-Up

The Proposed Bylaws will provide that the New FaZe common stock issued as consideration to FaZe Stockholders 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.

Treatment of FaZe Awards

Immediately prior to the Effective Time, the Accelerated FaZe Options will become vested as of the Effective Time. Effective as of five days prior to, and conditioned upon the occurrence of the Effective Time, each holder of a Vested FaZe Option intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code will be entitled to exercise in full by providing the Company with a notice of exercise and full payment of the applicable exercise price in accordance with the terms of the applicable Company Incentive Plan and related award agreement.

Each FaZe Option that is then outstanding (whether or not vested) will be converted into the right to receive an option relating to New FaZe common stock on the same terms and conditions as are in effect with respect to such FaZe Option immediately prior to the Effective Time (including with respect to vesting and termination-related provisions), except that (i) such New FaZe Option will relate to such number of shares of New FaZe common stock (rounded down to the nearest whole share) as is equal to (A) the number of shares of FaZe common stock subject to such FaZe Option multiplied by (B) the Exchange Ratio, and (ii) the exercise price per share of such New FaZe Option will be equal to the quotient of (A) the exercise price per share of such FaZe Option in effect immediately prior to the Effective Time divided by (B) the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent). In addition, each Vested FaZe Option will have the right to receive a portion of the Aggregate Earn-Out Consideration.

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At the Effective Time, each FaZe Restricted Stock Award that is outstanding and unvested as of immediately prior to the Effective Time will be converted into a New FaZe Restricted Stock Award covering 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).

Conditions to the Completion of the Business Combination

The Closing is subject to certain customary conditions, including, among other things: (i) approvals by BRPM Stockholders and FaZe’s stockholders of the Merger Agreement and the transactions contemplated thereby; (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act (the waiting period expired on December 6, 2021); (iii) the Minimum Proceeds Condition; (iv) that BRPM has not received valid redemption requests (that have not subsequently been withdrawn) that would require it to redeem BRPM Class A common stock in an amount that would cause BRPM not to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately prior to or upon the Closing; (v) effectiveness of the Registration Statement; (vi) the accuracy of the representations and warranties, covenants and agreements of FaZe and BRPM, respectively, subject to customary materiality qualifications; (vii) the absence of any material adverse effect that is continuing with respect to FaZe and BRPM, respectively, between the date of the Merger Agreement and the date of the Closing; (viii) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination. See the section entitled “The Business Combination Proposal.

In connection with entering into the Term Loan, on March 10, 2022, FaZe waived the Minimum Proceeds Condition. Unless waived, if any of the other conditions are not satisfied, the Business Combination may not be consummated.

Termination

Mutual Termination Rights

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned by:

•        mutual written consent of FaZe and BRPM;

•        either FaZe or BRPM by written notice if any governmental authority shall have enacted, issued, promulgated, enforced or entered any governmental order of competent jurisdiction which has become final and non-appealable and has the effect of making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger (however, the right to terminate the Merger Agreement pursuant to this bullet shall not be available to a party if such party’s breach of any of its obligations under the Merger Agreement is the primary cause of the existence or occurrence of any fact or circumstance but for the existence or occurrence of which the consummation of the Business Combination or such other transaction would not be illegal or otherwise permanently prevented or prohibited);

•        either FaZe or BRPM if the BRPM Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the Special Meeting duly convened therefor or at any adjournment thereof; or

•        either FaZe or BRPM by written notice to the other party if the Closing has not occurred before 5:00 p.m., Eastern Time, on July 25, 2022. However, the right to terminate the Merger Agreement pursuant to this bullet will not be available to a party if such party’s breach of any of its obligations under the Merger Agreement is the primary cause of the failure of the Closing to have occurred before such time.

Termination Rights of FaZe

The Merger Agreement may be terminated by FaZe upon written notice to BRPM and the transactions contemplated thereby abandoned:

•        following a modification in the recommendation of the BRPM Board; or

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•        if there is any breach of any representation, warranty, covenant or agreement on the part of BRPM or Merger Sub set forth in the Merger Agreement, such that the closing conditions with respect to the accuracy of the representations and warranties of BRPM and Merger Sub, subject to applicable materiality qualifications, and compliance by BRPM and Merger Sub of its covenants or agreements of the Merger Agreement would not be satisfied at the Closing and (i) such failure, by its nature, could not be cured prior to the Date through BRPM’s exercise of its reasonable best efforts or (ii) if curable, such failure has not been cured by five business days prior to the Outside Date, and only if BRPM is not entitled to terminate the Merger Agreement pursuant to the next bullet.

Termination Rights of BRPM

The Merger Agreement may be terminated by BRPM upon written notice to FaZe and the transactions contemplated thereby abandoned:

•        if there is any breach of any representation, warranty, covenant or agreement on the part of FaZe set forth in the Merger Agreement, such that the closing conditions with respect to the accuracy of the representations and warranties of FaZe, subject to applicable materiality qualifications, and compliance by FaZe of its covenants or agreements of the Merger Agreement would not be satisfied at the Closing and (i) such failure, by its nature, could not be cured prior to the Outside Date through BRPM’s exercise of its reasonable best efforts or (ii) if curable, such failure has not been cured by five business days prior to the Outside Date, and only if FaZe is not entitled to terminate the Merger Agreement pursuant to the preceding bullet; or

•        if the Company Stockholder Approval has not been obtained within ten business days after the Registration Statement has been declared effective by the SEC.

Ancillary Agreements

Sponsor Support Agreement

Concurrently with the execution and delivery of the Merger Agreement, BRPM, FaZe, and the Sponsor entered into the Sponsor Support Agreement, 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 Founder Shares, (iii) subject 50% of the Founder Shares to forfeiture following Closing if certain price-based vesting conditions are not met during the Earn-Out Period, (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. See “The Merger Agreement — Ancillary Agreements Related to the Business Combination — Sponsor Support Agreement” for more details.

FaZe Support Agreements

Concurrently with the execution and delivery of the Merger Agreement, BRPM, Merger Sub, FaZe and certain FaZe Stockholders who hold the votes required to approve the Merger Agreement and the transactions contemplated thereby, entered into the FaZe Support Agreements, whereby such FaZe Stockholders agreed to, among other things, promptly (and in any event within three business days) after the Registration Statement of which this proxy statement/prospectus forms a part is declared effective by the SEC, execute a written consent in favor of the approval of the Merger Agreement and the transactions contemplated thereby. In addition, such FaZe Stockholders agreed to, at any meeting of stockholders of FaZe, vote in favor of the approval of the Merger Agreement and the transactions contemplated thereby and vote against certain competing proposals. Such FaZe Stockholders also agreed to not transfer any securities of FaZe held by them from the date of execution of the FaZe Support Agreements until the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms, subject to certain exceptions, and to terminate certain affiliate agreements at the Closing.

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The FaZe Support Agreements will terminate in their entirety, and be of no further force or effect, upon the earliest to occur of (i) the Effective Time, (ii) the valid termination of the Merger Agreement in accordance with its terms, (iii) the time such FaZe Support Agreement is terminated upon the mutual written agreement of B. Riley, Merger Sub, FaZe and the FaZe Stockholder party thereto. See “The Merger Agreement — Ancillary Agreements Related to the Business Combination — FaZe Support Agreements” for more details.

FaZe Warrant Exercises and Note Conversions

In connection with the Merger Agreement, on October 24, 2021, each holder of FaZe common stock purchase warrant and preferred stock purchase warrant of FaZe 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.

A&R Registration Rights Agreement

In connection with the consummation of the Business Combination, New FaZe, the Sponsor, BRPM’s directors and officers, certain of FaZe’s directors and officers and certain FaZe Stockholders will amend and restate the existing registration rights agreement by and between Sponsor and BRPM dated as of February 18, 2021, and enter into the A&R Registration Rights Agreement.

Pursuant to the A&R Registration Rights Agreement, following the Closing, New FaZe will be required to register for resale securities held by the holders of registrable securities party thereto. In certain circumstances, such stockholders can demand up to four underwritten offerings in any 12-month period, and such stockholders will also be entitled to certain piggyback registration rights. New FaZe will bear certain expenses incurred in connection with the filing of any registration statements pursuant to the A&R Registration Rights Agreement.

The A&R Registration Rights Agreement will amend and restate the registration rights agreement that was entered into upon the consummation of the IPO. The A&R Registration Rights Agreement will terminate on the earlier of (i) the ten-year anniversary of the date of the A&R Registration Rights Agreement on and (ii) the date as of which all of the registrable securities thereunder have been sold pursuant to a registration statement, provided, that with respect to any applicable stockholder, the A&R Registration Rights Agreement will terminate on the date that such stockholder no longer holds any Registrable Securities (as defined in the A&R Registration Rights Agreement). See “The Merger Agreement — Ancillary Agreements Related to the Business Combination — A&R Registration Rights Agreement” for more details.

The PIPE Investment

Concurrently with the execution and delivery of the Merger Agreement, BRPM entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, BRPM agreed to issue and sell in private placements an aggregate of 11,800,000 shares of New FaZe common stock to the PIPE Investors for $10.00 per share, for aggregate gross proceeds of $118,000,000. The FaZe PIPE Investor has signed a Subscription Agreement to purchase 500,000 shares of New FaZe common stock in the PIPE Investment, the Sponsor Related PIPE Investors have 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 PIPE Investment is expected to be consummated immediately prior to the Closing of the Business Combination. The closing of the PIPE Investment is conditioned upon, among other things, (i) the satisfaction or waiver of all conditions precedent to the Business Combination and the substantially concurrent consummation of the Business Combination, (ii) the accuracy of all representations and warranties of B. Riley and the PIPE Investors in the Subscription Agreements, subject to certain bring-down standards, and (iii) the satisfaction of all covenants, agreements, and conditions required to be performed by B. Riley and the PIPE Investors pursuant to the Subscription Agreements. The Subscription Agreements provide for certain customary registration rights for the PIPE Investors.

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Special Meeting of BRPM Stockholders, Quorum and Required Vote

The Special Meeting will convene on [date], 2022 at [time] a.m., New York City time, in virtual format. Stockholders may attend, vote and examine the list of BRPM Stockholders entitled to vote at the Special Meeting by visiting [virtual meeting link] and entering the control number found on their proxy card, voting instruction form or notice they previously received. The purpose of the Special Meeting is to consider and vote on the Business Combination Proposal, the Binding Charter Proposals, the Advisory Charter Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal.

Approval of the condition precedent proposals is a condition to the obligation of BRPM to complete the Business Combination.

Only holders of record of issued and outstanding shares of BRPM common stock as of the close of business on [•], 2022, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. You may cast one vote for each share of BRPM common stock that you owned as of the close of business on that record date.

Quorum

A quorum of stockholders is 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 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.

Required Vote

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. Abstentions and broker non-votes will have no effect on the outcome of the proposal because they do not constitute votes cast.

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” 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.

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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.