The following discussion and analysis of the Company's financial condition and
results of operations of B. Riley Principal 150 Merger Corp. (the "Company")
should be read in conjunction with the financial statements and the notes
thereto contained elsewhere in this report (the "Quarterly Report"). Certain
information contained in the discussion and analysis set forth below includes
forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report includes forward-looking statements. All statements, other
than statements of historical fact included in this Quarterly Report including,
without limitation, statements in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations" regarding the Company's financial
position, business strategy and the plans and objectives of management for
future operations, are forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as "may," "should,"
"could," "would," "expect," "plan," "anticipate," "believe," "estimate,"
"continue," or the negative of such terms or other similar expressions. We have
based these forward-looking statements on our current expectations and
projections about future events. Forward-looking statements are subject to known
and unknown risks, uncertainties and assumptions about us that may cause our
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. Factors
that might cause or contribute to such a discrepancy include, but are not
limited to, those described in the Risk Factors section of our final prospectus
(the "Prospectus") for our Public Offering (as defined below) and in our other
Securities and Exchange Commission ("SEC") filings. Except as expressly required
by applicable securities law, we disclaim any intention or obligation to update
or revise any forward-looking statements whether as a result of new information,
future events or otherwise.
Overview
We are a blank check company incorporated as a Delaware corporation and formed
for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (the "Initial Business Combination").
We intend to effectuate an Initial Business Combination using cash from the
proceeds of our initial public offering (the "Public Offering") that closed on
February 23, 2021 (the "Closing Date") and the private placement units sold in a
private placement (the "Private Placement Units") that closed on the Closing
Date and from additional issuances of, if any, our capital stock and our debt,
or a combination of cash, stock and debt.
Our business activities from inception to June 30, 2021 consisted primarily of
our preparation for our Public Offering that was completed on February 23, 2021
and, since the offering on February 23, 2021, identification and evaluation of
prospective acquisition targets for an Initial Business Combination.
At June 30, 2021, we had cash of $117,169 and current liabilities of $248,810
and a warrant liability of $7,061,200. Further, we expect to continue to incur
significant costs in the pursuit of our acquisition plans. We cannot assure you
that our plans to complete an Initial Business Combination will be successful.
Results of Operations
For the three months ended June 30, 2021, we had a net loss of $1,822,466. Our
net loss for the three months ended June 30, 2021, consisted of interest income
earned in the amount of $6,261 on funds held in the Trust Account, loss from
operations in the amount of $340,660, and unrealized loss on change in fair
value of warrants in the amount of $1,488,067. For the period from June 19, 2020
(Inception) through June 30, 2020, we had a net loss of $525 which is comprised
of miscellaneous expenses related to the formation of the Company.
For the six months ended June 30, 2021, we had a net loss of $2,410,066. Our net
loss for the six months ended June 30, 2021, consisted of interest income earned
in the amount of $10,336 on funds held in the Trust Account, loss from
operations in the amount of $520,764, warrant issue costs of $115,404 and
unrealized loss on change in fair value of warrants in the amount of $1,784,234.
Liquidity and Capital Resources
Until the closing of the Public Offering, our only source of liquidity was an
initial sale of shares (the "Founder Shares") of Class B common stock, par value
$0.0001 per share, to our sponsor, B. Riley Principal 150 Sponsor Co., LLC, a
Delaware limited liability company (the "Sponsor"), and the proceeds of a
promissory note (the "Note") from the Sponsor, in the amount of $300,000. The
Note was repaid in full upon the closing of the Public Offering.
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At June 30, 2021 we had cash of $117,169 and working capital of $667,531. The
working capital of $667,531 excludes Delaware franchise taxes payable of
$100,000 (which is included in accrued expenses at June 30, 2021) as franchise
taxes are paid from the Trust account from interest income earned.
We completed the sale of 17,500,000 units (the "Public Units") at an offering
price of $10.00 per unit in the Public Offering including 2,250,000 additional
units at the initial public offering price less the underwriting discounts and
commissions pursuant to the full exercise of the underwriters' over-allotment
option. The Sponsor subscribed to purchase an aggregate of 520,000 Private
Placement Units at a price of $10.00 per unit in a private placement that closed
on February 23, 2021 simultaneously with the Public Offering. The sale of the
Public Units generated gross proceeds of $172,500,000, less underwriting
commissions of $3,450,000 (2% of gross proceeds) and other offering costs of
$485,257. The Private Placement Units generated $5,200,000 of proceeds.
Each Public Unit consists of one share of our Class A common stock, $0.0001 par
value (each a "Public Share"), and one-third of one redeemable warrant, with
each whole warrant exercisable for one share of Class A common stock (each, a
"Warrant" and, collectively, the "Warrants" and, with respect to the warrants
underlying the Private Placement Units, the "Private Placement Warrants"). One
Warrant entitles the holder thereof to purchase one whole share of Class A
common stock at a price of $11.50 per share.
Income on the funds held in the Trust Account may be released to us to pay our
franchise and income taxes.
If our funds are insufficient to meet the expenditures required for operating
our business through the consummation of an Initial Business Combination as more
fully described in Note 1 or in the event that that an Initial Business
Combination is not consummated, we will likely need to raise additional funds in
order to meet the expenditures required for operating our business. The Company
may not be able to obtain additional financing or raise additional capital to
finance its ongoing operations. If the Company is unable to raise additional
capital, it may be required to take additional measures to conserve liquidity,
which could include, but not necessarily be limited to, curtailing operations,
suspending the pursuit of a potential transaction and reducing overhead
expenses. The Company cannot provide any assurance that new financing will be
available to it on commercially acceptable terms, if at all. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern through August 10, 2022. These financial statements do not include any
adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities which would be
considered off-balance sheet arrangements. We do not participate in transactions
that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of
other entities, or entered into any non-financial agreements involving assets.
Contractual Obligations
At June 30, 2021, we did not have any long-term debt, capital lease obligations,
operating lease obligations or long-term liabilities. On February 18, 2021, we
entered into an administrative support agreement pursuant to which we have
agreed to pay an affiliate of the Sponsor a total of $3,750 per month for office
space, administrative and support services. Upon the earlier of the completion
of the Initial Business Combination and the Company's liquidation, we will cease
paying these monthly fees.
We have engaged B. Riley Securities, Inc. as advisors in connection with the
Initial Business Combination to assist us in arranging meetings with
stockholders to discuss a potential business combination and the target
business' attributes, introduce us to potential investors that may be interested
in purchasing our securities, assist us in obtaining stockholder approval for
our Initial Business Combination and assist us with the preparation of press
releases and public filings in connection with the Initial Business Combination.
We will pay B. Riley Securities, Inc. for such services upon the consummation of
the Initial Business Combination a cash fee in an amount equal to 3.5% of the
gross proceeds of the Public Offering (exclusive of any applicable finders' fees
which might become payable). Pursuant to the terms of the business combination
marketing agreement, no fee will be due if we do not complete an Initial
Business Combination.
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Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the condensed financial statements, and income and expenses during the
periods reported. Actual results could materially differ from those estimates.
We have identified the following as our critical accounting policies:
Warrant Derivative Liability
In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an
Entities Own Equity, entities must consider whether to classify contracts that
may be settled in its own stock, such as warrants, as equity of the entity or as
an asset or liability. If an event that is not within the entity's control could
require net cash settlement, then the contract should be classified as an asset
or a liability rather than as equity. We have determined because the terms of
public Warrants include a provision that entitles all warrantholders to cash for
their warrants in the event of a qualifying cash tender offer, while only
certain of the holders of the underlying shares of common stock would be
entitled to cash, our warrants should be classified as derivative liability
measured at fair value, with changes in fair value each period reported in
earnings. Further if our Private Placement Warrants are held by someone other
than initial purchasers of the Private Placement Warrants or their permitted
transferees, the Private Placement Warrants will be redeemable by the Company
and exercisable by such holders on the same basis as the public Warrants.
Because the terms of the Private Placement Warrants and public Warrants are so
similar, we classified both types of warrants as a derivative liability measured
at fair value. Volatility in our public shares and public Warrants may result in
significant changes in the value of the derivatives and resulting gains and
losses on our statement of operations.
Loss per Common Share
Basic loss per common share is computed by dividing net income applicable to
common stockholders by the weighted average number of common shares outstanding
during the period. All shares of Class B common stock are assumed to convert to
shares of Class A common stock on a one-for-one basis. Consistent with FASB ASC
480, shares of Class A common stock subject to possible redemption, as well as
their pro rata share of undistributed trust earnings consistent with the
two-class method, have been excluded from the calculation of loss per common
share for the three and six months ended June 30, 2021. Such shares, if
redeemed, only participate in their pro rata share of trust earnings. Diluted
loss per share includes the incremental number of shares of common stock to be
issued in connection with the conversion of Class B common stock or to settle
warrants, as calculated using the treasury stock method. For the three and six
months ending June 30, 2021, the Company did not have any dilutive warrants,
securities or other contracts that could, potentially, be exercised or converted
into common stock. As a result, diluted loss per common share is the same as
basic loss per common share for all periods presented. For the three and six
months ended June 30, 2021, the Company reported loss available to common
shareholders of $0.31 and $0.44, respectively.
Redeemable Shares
All of the 17,250,000 Public Shares sold as part of the Public Offering contain
a redemption feature as described in the prospectus filed with the SEC on
February 19, 2021. In accordance with FASB ASC 480, "Distinguishing Liabilities
from Equity", redemption provisions not solely within the control of the Company
require the security to be classified outside of permanent equity. The Company's
amended and restated certificate of incorporation provides a minimum net
tangible asset threshold of $5,000,001. The Company recognizes changes in
redemption value immediately as they occur and will adjust the carrying value of
the security to equal the redemption value at the end of each reporting period.
Increases or decreases in the carrying amount of redeemable shares will be
affected by charges against additional paid-in capital. At June 30, 2021, there
were 17,250,000 Public Shares, of which 16,121,666 were recorded as redeemable
shares, classified outside of permanent equity, and 1,648,334 were classified as
Class A common stock.
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