Item 8.01 Other Events.
In connection
with the previously announced business combination (the “Business Combination”) between B. Riley Principal 150
Merger Corp., a Delaware corporation (“B. Riley”) and FaZe Clan Inc., a Delaware Corporation (“FaZe”),
the two companies have made a webcast available on their websites in which members of their respective management teams discuss the
Business Combination (the “Webcast”). A copy of the transcript for the Webcast is furnished hereto as Exhibit
99.1 and incorporated herein by reference.
In addition, an investor presentation, dated October
25, 2021, for use by B. Riley and FaZe during the Webcast is furnished as Exhibit 99.2 hereto and incorporated herein by reference.
Important Information about the Proposed
Business Combination and Where to Find It
In connection with the proposed Business Combination,
B. Riley plans to file a registration statement on Form S-4 (the “Registration Statement”) with the Securities and
Exchange Commission (the “SEC”), which will include a preliminary proxy statement/prospectus relating to the proposed
Business Combination (the "Proxy Statement/Prospectus"). After the Registration Statement is declared effective by the
SEC, B. Riley will mail the definitive Proxy Statement/Prospectus to holders of B. Riley's shares of common stock as of a record date
to be established in connection with B. Riley's solicitation of proxies for the vote by B. Riley stockholders with respect to the proposed
Business Combination and other matters as described in the Proxy Statement/Prospectus. B. Riley stockholders and other interested persons
are urged to read, when available, the preliminary Proxy Statement/Prospectus and the amendments thereto, the definitive Proxy Statement/Prospectus,
and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the proposed Business
Combination, as these materials will contain important information about B. Riley, FaZe and the proposed Business Combination. Stockholders
will be able to obtain copies of the Proxy Statement/Prospectus and other documents containing important information about B. Riley, FaZe
and the proposed Business Combination filed with the SEC, without charge, once such documents are available on the website maintained
by the SEC at http://www.sec.gov, or by directing a request to: B. Riley Principal 150 Merger Corp, 299 Park Avenue, 21st Floor,
New York, New York 10171, Attention: Daniel Shribman, telephone: (212) 457-3300.
No Offer or Solicitation
This Current
Report on Form 8-K 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 on Form 8-K 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
B. Riley and FaZe and their respective directors
and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of B. Riley's stockholders in
connection with the proposed Business Combination. Stockholders of B. Riley may obtain more detailed information regarding the names,
affiliations and interests of B. Riley's and FaZe’s directors and executive officers in B. Riley's Form S-1 filed with the SEC relating
to its initial public offering, which was declared effective on February 18, 2021 (“Form S-1”) and in the Proxy Statement/Prospectus
when available. Information concerning the interests of B. Riley's participants in the solicitation, which may, in some cases, be different
than those of B. Riley's stockholders generally, will be set forth in the Proxy Statement/Prospectus when it becomes available.
Forward-Looking Statements
The information in this Current
Report on Form 8-K 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 on Form 8-K, 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 B. Riley's or FaZe'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 B. Riley’s and FaZe’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 B. Riley’s and FaZe’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 on Form 8-K, 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 B. Riley, FaZe, 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 B. Riley, to satisfy the minimum cash condition
following redemptions by B. Riley’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 B. Riley or FaZe 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 B. Riley, FaZe or the combined company may be adversely affected by other economic, business,
and/or competitive factors; (11) the impact of COVID 19 on B. Riley’s or FaZe’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 B. Riley's Form S-1 and in subsequent filings with the SEC, including
the Proxy Statement/Prospectus relating to the proposed Business Combination. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of B. Riley and FaZe. Forward-looking statements speak only
as of the date they are made. While FaZe and B. Riley may elect to update these forward-looking statements at some point in
the future, FaZe and B. Riley specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon
as representing FaZe’s and B. Riley’s assessments as of any date subsequent to the date of this Current
Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.