Filed
by B. Riley Principal 150 Merger Corp. pursuant to
Rule
425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: B. Riley Principal 150 Merger Corp.
Commission
File No.: 001-40083
FAZE CLAN AND GHOST
ANNOUNCE MULTI-YEAR PARTNERSHIP
![FaZe Clan x GHOST](https://content.edgar-online.com/edgar_conv_img/2022/05/05/0001213900-22-024230_image_001.jpg)
GHOST WILL AWARD BRAND
SPONSORSHIP DEAL TO WINNER OF THE FAZE1
GLOBAL RECRUITMENT
CHALLENGE
Download
assets HERE.
LOS ANGELES, May
5, 2022 /PRNewswire/ -- Today, FaZe Clan, Inc. ("FaZe Clan"), the lifestyle and media platform rooted
in gaming and youth culture, announces a monumental, multi-year partnership with GHOST, a lifestyle brand that spans
across sports nutrition products, energy drinks, dietary supplements, merch and apparel.
To
introduce the partnership, FaZe Clan will be sharing a high-energy video featuring some of FaZe's biggest stars. The
video will highlight FaZe Clan and GHOST's joint far-reaching vision that transcends gaming as both brands
celebrate their roots in fitness, music and sports. With a full lineup of both powdered and ready-to-drink products, GHOST delivers
efficacy and authenticity in all categories, including protein, pre-workout, gaming, energy and wellness.
As
disruptors in their respective categories, a partnership between FaZe Clan and GHOST represents the
evolution of gaming. While FaZe Clan has reimagined traditional entertainment for the next generation, GHOST is
providing products that support an active lifestyle, including transparent product labels and authentic flavor collaborations. Together,
they are dedicated to creating a legendary community-driven space where culture thrives.
GHOST will
be featured as an official sponsor of FaZe1: The Warehouse, the first-of-its-kind live reality competition series
that will stream 24 hours a day for 15 consecutive days starting today at 2pm PST on twitch.tv/faze. FaZe1:
The Warehouse is the final and only in-person stage of the FaZe1 global recruitment challenge that
has been underway since January. Thousands of creator submissions have been narrowed down to the top 20 finalists who will compete in
the new FaZe Warehouse in the heart of Hollywood, all vying to become the ultimate recruit. The winner of FaZe1 will
be given a brand deal from GHOST, the opportunity to become an official member of FaZe Clan with a signing
bonus of $1 million in cryptocurrency from MoonPay, as well as a Nissan GT-R.
To celebrate the GHOST x FaZe partnership,
the brands have come together for a special giveaway. GHOST is hooking up fans in the U.S. that download the GHOST®
app today (Thursday, May 5th) with their choice of either GHOST ENERGY or GHOST GAMER for
free, while supplies last.
"We
are beyond excited to embark on this journey with our new partners at GHOST," says Adam Bauer, SVP of Partnerships
at FaZe Clan. "Our goal with this partnership is to propel GHOST as a household name within gaming
and youth culture by giving our fans access to their range of sports nutrition and active lifestyle products. This was a perfect fit
from day one as we share a common goal of creating a new standard for what a best-in-class partnership is through dynamic storytelling,
authenticity and innovation. We can't wait to get started."
"FaZe
Clan has been at the epicenter of the gaming world since its inception. As long time fans of FaZe, we are beyond
excited and honored to partner with the whole organization," says Daniel Lourenco, Co-Founder and CEO of GHOST.
"GHOST has shown the world that sports nutrition interest and usage extends far beyond the gym, and FaZe has
absolutely done the same for gaming. Our wide product range aligns perfectly with FaZe Clan's diverse reach–from GHOST Gamer
to GHOST Protein and GHOST Energy, we're excited to partner with and power the future of FaZe."
ABOUT
FAZE CLAN
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. Reaching over 500 million followers across social
platforms globally, FaZe Clan delivers a wide variety of entertainment spanning video blogs, lifestyle and branded
content, gaming highlights and live streams of highly competitive gaming tournaments. FaZe Clan's roster of more than 85
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 Snoop Dogg aka "FaZe Snoop." Its gaming division includes ten competitive esports
teams who have won over 30 world championships. For more information,
visit www.fazeclan.com, investor.fazeclan.com and follow FaZe
Clan on Twitter, Instagram, YouTube, TikTok,
and Twitch.
ABOUT
GHOST
GHOST is
a lifestyle brand of sports nutrition products, energy drinks, dietary supplements, and apparel. GHOST is disrupting
the sports nutrition industry by creating a lifestyle movement that includes transparent innovative products, global distribution, immersive
content, key influencer partnerships and authentic collaborations with many of the world's leading flavor brands including OREO®,
Chips Ahoy!®, Sour Patch Kids®, Sonic® Drive-In, Warheads®, Swedish
Fish® and Welch's®. GHOST products can be found at GNC, ghostlifestyle.com and select
global retailers in over 40 countries. For more information visit ghostlifestyle.com or connect with the brand on Instagram, Twitter, TikTok,
or Twitch.
ABOUT
BRPM
BRPM is a special
purpose acquisition company 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. BRPM began trading on the NASDAQ on February 19, 2021 following
its initial public offering. Its shares of Class A common stock, units and warrants trade under the ticker symbols BRPM, BRPMU and BRPMW,
respectively. BRPM is sponsored by an affiliate of B. Riley Financial, Inc. (Nasdaq: RILY).
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 Securities and Exchange Commission (the "SEC") which includes 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, BRPM will mail the definitive Proxy Statement/Prospectus to holders of BRPM's shares of common stock as of a record date to
be established in connection with BRPM's solicitation of proxies for the vote by BRPM stockholders with respect to the proposed Business
Combination and other matters as described in the Proxy Statement/Prospectus. BRPM stockholders and other interested persons are urged
to read the preliminary Proxy Statement/Prospectus and, when available, 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 BRPM, FaZe Clan and the proposed Business Combination. Stockholders
are able to obtain copies of the Proxy Statement/Prospectus and other documents containing important information about BRPM, FaZe Clan
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
press release 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 press release 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 SEC rules, may be deemed to be participants in the solicitation
of proxies of BRPM's stockholders in connection with the proposed Business Combination. Stockholders of BRPM may obtain more detailed
information regarding the names, affiliations and interests of BRPM's and FaZe Clan's directors and executive officers in BRPM'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. Information concerning the interests of BRPM's participants in the solicitation, which
may, in some cases, be different than those of BRPM's stockholders generally, are set forth in the Proxy Statement/Prospectus.
Forward-Looking
Statements
The
information in this press release 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 press release, 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 press
release, 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 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 BRPM and FaZe Clan. Forward-looking statements speak only as of the date they
are made. While FaZe Clan and BRPM may elect to update these forward-looking statements at some point in the future, FaZe Clan and BRPM
specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing FaZe Clan's
and BRPM's assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
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