Item 7.01 Regulation FD Disclosure
On
The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information
Important Information about the Proposed Business Combination and Where to Find It
In connection with the proposed Business Combination, BRPM has filed a
registration statement on Form S-4 (the "Registration Statement") with the
No Offer or Solicitation
This current report and the exhibit hereto shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination. This current report and the exhibit hereto shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Participants in the Solicitation
BRPM and FaZe Clan and their respective directors and executive officers, under
1 Forward-Looking Statements
The information in this current report and the exhibit hereto includes "forward-looking statements" pursuant to the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact included in this current report and the exhibit hereto, regarding the proposed Business Combination, the ability of the parties to consummate the proposed Business Combination, the benefits and timing of the proposed Business Combination, as well as the combined company's strategy, future operations and financial performance, estimated financial position, estimated revenues and losses, projections of market opportunity and market share, projected costs, prospects, plans and objectives of management are forward-looking statements. These forward-looking statements generally are identified by the words "budget," "could," "forecast," "future," "might," "outlook," "plan," "possible," "potential," "predict," "project," "seem," "seek," "strive," "would," "should," "may," "believe," "intend," "expects," "will," "projected," "continue," "increase," and/or similar expressions that concern BRPM's or FaZe Clan's strategy, plans or intentions, but the absence of these words does not mean that a statement is not forward-looking. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on the management of BRPM's and FaZe Clan's belief or interpretation of information currently available.
These forward-looking statements are based on various assumptions, whether or
not identified herein, and on the current expectations of BRPM's and FaZe Clan's
management and are not predictions of actual performance. Because
forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions,
whether or not identified in this current report or the exhibit hereto, they are
subject to inherent uncertainties, risks and changes in circumstances that are
difficult to predict. Many factors could cause actual results and condition
(financial or otherwise) to differ materially from those indicated in the
forward-looking statements, including but not limited to: (1) the occurrence of
any event, change or other circumstances that could give rise to the termination
of negotiations and any subsequent definitive agreements with respect to the
proposed Business Combination; (2) the outcome of any legal proceedings or other
disputes that may be instituted against BRPM, FaZe Clan, the combined company or
others; (3) the inability to complete the proposed Business Combination due to
the failure to obtain approval of the stockholders of BRPM, to satisfy the
minimum cash condition following redemptions by BRPM's public stockholders, to
obtain certain governmental and regulatory approvals or to satisfy other
conditions to closing; (4) changes to the proposed structure of the proposed
Business Combination that may be required or appropriate as a result of
applicable laws or regulations, including the risk that any regulatory approvals
are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect the combined company or the expected benefits of the
proposed Business Combination; (5) the ability to meet stock exchange listing
standards following the consummation of the proposed Business Combination; (6)
the risk that the proposed Business Combination disrupts current plans and
operations of BRPM or FaZe Clan as a result of the announcement and consummation
of the proposed Business Combination; (7) the ability to recognize the
anticipated benefits of the proposed Business Combination, which may be affected
by, among other things, competition, the ability of the combined company to grow
and manage growth profitably, maintain relationships with customers and
suppliers and retain its management, key employees and talents; (8) costs
related to the proposed Business Combination; (9) changes in applicable laws or
regulations, including changes in domestic and foreign business, market,
financial, political, and legal conditions; (10) the possibility that BRPM, FaZe
Clan or the combined company may be adversely affected by other economic,
business, and/or competitive factors; (11) the impact of COVID 19 on BRPM's or
FaZe Clan's business and/or the ability of the parties to complete the proposed
Business Combination; (12) the inability to complete the PIPE investments in
connection with the proposed Business Combination; and (13) other risks and
uncertainties set forth in BRPM's Form S-1 and in subsequent filings with the
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release datedMay 26, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
© Edgar Online, source