FaZe Clan Inc. executed the letter of intent to acquire B. Riley Principal 150 Merger Corp. (NasdaqCM:BRPM) from B. Riley Principal 150 Sponsor Co., LLC, Weiss Asset Management LP and others for approximately $650 million in a reverse merger transaction on July 30, 2021. FaZe Clan Inc. entered into an agreement to acquire B. Riley Principal 150 Merger Corp. from B. Riley Principal 150 Sponsor Co., LLC, Weiss Asset Management LP and others in a reverse merger transaction on October 24, 2021. Concurrently with the execution of the merger agreement, B. Riley entered into subscription agreements with investors for an aggregate investment $118 million. On March 10, 2022, B. Riley entered into an amendment to the merger agreement which changes the treatment of the options outstanding under FaZe's existing incentive plans such that in connection with the merger, all FaZe Options will be assumed by B. Riley at the closing of the merger and will become options to purchase a number of shares of B. Riley's common stock.

Existing Faze Clan shareholders will keep a stake of 68% in the combined company. Upon completion of the proposed Business Combination, BRPM will change its name to “FaZe Holdings Inc.” The combined company's common stock is expected to be listed on NASDAQ under the new ticker symbol “FAZE.” Upon closing, the combined company will be led by FaZe Clan's Chief Executive Officer, Lee Trink, who will also become Chairman of the Board; Amit Bajaj, Chief Financial Officer; Kai Henry, Chief Strategy Officer; and Tammy Brandt, Chief Legal Officer. As of March 7, 2022, Snoop Dogg will become a member of FaZe Clan's talent network and, upon closing of the business combination transaction, will join FaZe Clan's board of directors. FaZe Clan's post-merger Board of Directors is expected to be comprised of: Lee Trink, Angela Dalton, Calvin "Snoop Dogg" Cordozar Broadus Jr., Daniel Shribman, Mickie Rosen, Nick Lewin, Paul Hamilton, Ross Levinsohn, Stephanie McMahon, and Zach Katz.

The transaction is subject to receipt of required approval by the stockholders of B. Riley and FaZe, required regulatory approvals, the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino-Antitrust Improvements Act of 1976, the approval of those B. Riley securities referenced in the Registration Statement for listing on The Nasdaq Capital Market, the effectiveness of the registration statement to be filed with the U.S. Securities and Exchange Commission, B. Riley's having a minimum of $218 million in cash available to it at the closing after giving effect to redemptions of B. Riley's public shares and fulfilment of other conditions set forth in the Merger Agreement. The board of directors of B. Riley has unanimously approved and resolved to recommend approval of the Merger Agreement and related matters by B. Riley's stockholders. On March 10, 2022, B. Riley Commercial Capital, LLC entered into a bridge loan agreement with FaZe pursuant to which the B. Riley Commercial Capital agreed to issue to FaZe as a single advance a term loan in the principal amount of $10 million and 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. In connection with entering into the term loan, on March 10, 2022, FaZe waived the minimum acquirer closing cash condition. B. Riley Principal board of directors has set the close of business on May 26, 2022, as the record date (for BRPM's special meeting of its stockholders to be held to, among other things, vote on the proposed business combination. The transaction has also been approved by the Board of Directors of Faze. On June 22, 2022, the U.S. Securities and Exchange Commission has declared effective B. Riley Principal 150 Merger Corp.'s Registration Statement on Form S-4 in connection with the business combination. As of July 15, 2022, B. Riley Principal 150 Merger's shareholders approved the transaction. The closing is expected to occur in the first quarter of 2022. As of January 6, 2022, the transaction is expected to close early in the second quarter of 2022. As of March 7, 2022, the transaction is expected to close in the spring of 2022. As of May 19, 2022, the transaction is expected to close by July 2022. As of July 15, 2022, the business combination is expected to close on July 19, 2022.

Elliott Smith, Gary R. Silverman and Morgan Hollins of White & Case LLP acted as legal advisors to B. Riley Principal 150 Merger Corp. Allison R. Schneirov, Page Griffin, Laura Kaufmann Belkhaya, Debra Post, Shana Elberg, Alec Jarvis, Resa Schlossberg, Annie Villanueva and Christopher M. Barlow of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to FaZe Clan. M. Klein and Company and Evolution Media Capital are also serving as financial advisors to FaZe Clan. D.F. King & Co., Inc. is the proxy solicitor to B. Riley Principal 150 Merger Corp. and will receive a fee of $25,000 for its services. The aggregate amount of fees payable to the FaZe Financial Advisors upon the consummation of the Business Combination will be approximately $12.8 million (including expense reimbursements and additional performance fees payable at FaZe's discretion). Continental Stock Transfer & Trust Company is the transfer agent for BRPM. Aalto Capital LLC acted as financial advisor for Hubrick Limited in connection with its shareholding in Faze Clan.

FaZe Holdings Inc. completed the acquisition of B. Riley Principal 150 Merger Corp. (NasdaqCM:BRPM) from B. Riley Principal 150 Sponsor Co., LLC, Weiss Asset Management LP and others on July 19, 2022.