Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2022 | |
Document Information [Line Items] | |
Entity Registrant Name | FaZe Holdings Inc. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 3 |
Entity Central Index Key | 0001839360 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash | $ 5,894,000 | $ 17,018,000 | $ 4,431,000 |
Accounts receivable, net | 10,135,000 | 6,266,000 | 2,167,000 |
Contract assets | 2,804,000 | 4,118,000 | 1,348,000 |
Inventory | 0 | 6,000 | 59,000 |
Content asset, net | 0 | 474,000 | |
Prepaid expenses and other assets | 11,374,000 | 6,190,000 | 1,330,000 |
Total current assets | 30,207,000 | 34,072,000 | 9,335,000 |
Restricted cash | 600,000 | 600,000 | |
Property, equipment and leasehold improvements, net | 3,986,000 | 925,000 | 677,000 |
Intangible assets, net | 851,000 | 738,000 | 437,000 |
Other long-term assets | 715,000 | 733,000 | 75,000 |
Total assets | 36,359,000 | 37,068,000 | 10,524,000 |
Current liabilities: | |||
Accounts payable and accrued expenses | 28,199,000 | 28,381,000 | 14,194,000 |
Short-term debt | 24,165,000 | 3,148,000 | 2,910,000 |
Contract liabilities | 2,770,000 | 7,902,000 | 1,111,000 |
Other current liabilities | 0 | 7,000 | 77,000 |
Total current liabilities | 55,134,000 | 39,438,000 | 18,292,000 |
Long-term debt, net of discounts | 70,233,000 | 70,854,000 | 30,983,000 |
Other long-term liabilities | 27,000 | ||
Warrant liability | |||
Total liabilities | 125,394,000 | 110,292,000 | 49,275,000 |
Commitments | |||
MEZZANINE EQUITY: | |||
Series A preferred stock, $0.00001 par value, 3,545,529 shares authorized | 33,705,000 | 33,705,000 | 33,705,000 |
Stockholders' deficit | |||
Common stock, $0.00001 par value; 31,900,878 shares authorized at June 30, 2022, and December 31, 2021, respectively; 8,612,791 and 8,461,706 shares issued and outstanding at June 30, 2022, and December 31, 2021, respectively. | |||
Common stock, $0.00001 par value; 31,900,878 shares authorized at December 31, 2021 and 2020, respectively; 8,461,706 and 7,397,055 shares issued and outstanding at December 31, 2021 and 2020, respectively. | |||
Additional paid-in capital | 8,532,000 | 5,479,000 | 3,086,000 |
Accumulated deficit | (131,272,000) | (112,408,000) | (75,542,000) |
Total stockholders' deficit | (122,740,000) | (106,929,000) | (72,456,000) |
Total liabilities, Class A Common stock subject to possible redemption, and stockholders' deficit | 36,359,000 | 37,068,000 | 10,524,000 |
B. Riley Principal 150 Merger Corp.[Member] | |||
Current assets: | |||
Cash | 41,836 | 43,324 | 25,000 |
Deferred Offering costs | 80,000 | ||
Prepaid expenses | 341,334 | 612,449 | |
Total current assets | 383,170 | 655,773 | 105,000 |
Investments held in Trust Account | 172,761,267 | 172,516,200 | |
Total assets | 173,144,437 | 173,171,973 | 105,000 |
Current liabilities: | |||
Accounts payable and accrued expenses | 3,847,702 | 2,621,918 | 80,450 |
Due to related party | 783,750 | 191,250 | 998 |
Total current liabilities | 4,631,452 | 2,813,168 | 81,448 |
Warrant liability | 2,192,792 | 8,599,233 | |
Total liabilities | 6,824,244 | 11,412,401 | 81,448 |
Commitments | |||
Class A Common stock subject to possible redemption; 17,250,000 shares (at redemption value of $10.00 per share) | 172,500,000 | 172,500,000 | |
Stockholders' deficit | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Class A Common stock, $0.0001 par value; 100,000,000 shares authorized; 520,000 shares issued and outstanding as of June 30, 2022 and December 31, 2020, respectively (excluding 17,250,000 subject to redemption) | 52 | 52 | 0 |
Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 431 | 431 | 431 |
Common stock, $0.00001 par value; 31,900,878 shares authorized at June 30, 2022, and December 31, 2021, respectively; 8,612,791 and 8,461,706 shares issued and outstanding at June 30, 2022, and December 31, 2021, respectively. | 0 | ||
Additional paid-in capital | 0 | 24,569 | |
Accumulated deficit | (6,180,290) | (10,740,911) | (1,448) |
Total stockholders' deficit | (6,179,807) | (10,740,428) | 23,552 |
Total liabilities, Class A Common stock subject to possible redemption, and stockholders' deficit | $ 173,144,437 | $ 173,171,973 | $ 105,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 3,545,529 | 3,545,529 |
Preferred stock, shares issued | 3,237,800 | 3,237,800 |
Preferred stock, shares outstanding | 3,237,800 | 3,237,800 |
Common stock par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 31,900,878 | 31,900,878 |
Common stock, shares issued | 8,612,791 | 8,461,706 |
Common stock, shares outstanding | 8,612,791 | 8,461,706 |
B. Riley Principal 150 Merger Corp.[Member] | ||
Common stock subject to possible redemption, shares (in Dollars) | $ 172,500,000 | $ 172,500,000 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares issued | 17,770,000 | 17,770,000 |
Common stock subject to possible redemption, shares | 17,250,000 | 17,250,000 |
Redemption value, per share (in Dollars per share) | $ 10 | $ 10 |
Class A Common Stock | B. Riley Principal 150 Merger Corp.[Member] | ||
Common stock subject to possible redemption, shares (in Dollars) | $ 17,250,000 | |
Redemption value, per share (in Dollars per share) | $ 10 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 520,000 | 520,000 |
Common stock, shares outstanding | 520,000 | 520,000 |
Class B Common Stock | B. Riley Principal 150 Merger Corp.[Member] | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 4,312,500 | 4,312,500 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss from operations | $ (14,816,000) | $ (11,285,000) | $ (31,454,000) | $ (24,238,000) | |||
Other income (expense): | |||||||
Net income (loss) | (18,864,000) | (13,336,000) | (36,866,000) | (28,777,000) | |||
Revenues | 34,609,000 | 25,263,000 | 52,852,000 | 37,166,000 | |||
Cost of revenues | 24,177,000 | 20,875,000 | 41,553,000 | 28,072,000 | |||
Gross profit | 10,432,000 | 4,388,000 | 11,299,000 | 9,094,000 | |||
Operating expenses: | |||||||
General and administrative | 22,097,000 | 14,312,000 | 39,401,000 | 31,975,000 | |||
Sales and marketing | 2,078,000 | 1,361,000 | 3,352,000 | 1,357,000 | |||
Impairment of content assets | 1,073,000 | 0 | |||||
Interest expense, net | 4,032,000 | 2,118,000 | 5,467,000 | 3,780,000 | |||
Other, net | 16,000 | (67,000) | (55,000) | 759,000 | |||
Total other expense: | $ 4,048,000 | $ 2,051,000 | $ 5,412,000 | $ 4,539,000 | |||
Basic and diluted weighted average shares outstanding (in Shares) | 9,311,842 | 8,151,888 | 8,619,131 | 7,941,652 | |||
Basic and diluted net income (loss) per share (in Dollars per share) | $ (2.03) | $ (1.64) | $ (4.28) | $ (3.62) | |||
B. Riley Principal 150 Merger Corp.[Member] | |||||||
Operating costs | $ 1,145,100 | $ 340,660 | $ 2,090,887 | $ 520,764 | $ 1,448 | $ 3,445,690 | |
Loss from operations | (1,145,100) | (340,660) | (2,090,887) | (520,764) | (1,448) | (3,445,690) | |
Other income (expense): | |||||||
Interest income | 228,666 | 6,261 | 245,067 | 10,336 | 16,200 | ||
Warrant issue costs | 0 | 0 | 0 | (115,404) | (115,404) | ||
Change in fair value of warrant liability | 3,143,983 | (1,488,067) | 6,406,441 | (1,784,234) | (3,322,267) | ||
Total other income (expense) | 3,372,649 | (1,481,806) | 6,651,508 | (1,889,302) | (3,421,471) | ||
Net income (loss) | $ 2,227,549 | $ (1,822,466) | $ 4,560,621 | $ (2,410,066) | $ (1,448) | $ (6,867,161) | |
Operating expenses: | |||||||
Basic and diluted weighted average shares outstanding (in Shares) | 4,755,569 | ||||||
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.35) | ||||||
Class A Common Stock | B. Riley Principal 150 Merger Corp.[Member] | |||||||
Operating expenses: | |||||||
Basic and diluted weighted average shares outstanding (in Shares) | 17,770,000 | 17,770,000 | 17,770,000 | 12,468,453 | |||
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.1 | $ (0.08) | $ 0.21 | $ (0.14) | (0.35) | ||
Class B Common Stock | B. Riley Principal 150 Merger Corp.[Member] | |||||||
Operating expenses: | |||||||
Basic and diluted weighted average shares outstanding (in Shares) | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | |||
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.1 | $ (0.08) | $ 0.21 | $ (0.14) | $ 0 | $ (0.35) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholder's Equity (Deficit) (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | B. Riley Principal 150 Merger Corp.[Member] | B. Riley Principal 150 Merger Corp.[Member] Additional Paid-in Capital | B. Riley Principal 150 Merger Corp.[Member] Accumulated Deficit | B. Riley Principal 150 Merger Corp.[Member] Class A Common Stock | B. Riley Principal 150 Merger Corp.[Member] Class B Common Stock |
Balance at Dec. 31, 2019 | $ (43,843,000) | $ 2,922,000 | $ (46,765,000) | ||||||
Balance (in Shares) at Dec. 31, 2019 | 7,197,055 | ||||||||
Issuance of common stock warrants | 20,000 | 20,000 | |||||||
Issuance of common stock | $ 144,000 | 144,000 | |||||||
Issuance of common stock (in Shares) | 36,202 | 200,000 | |||||||
Net income (loss) | $ (28,777,000) | (28,777,000) | |||||||
Balance at Dec. 31, 2020 | (72,456,000) | 3,086,000 | (75,542,000) | $ 23,552 | $ 24,569 | $ (1,448) | $ 431 | ||
Balance (in Shares) at Dec. 31, 2020 | 7,397,055 | 0 | 4,312,500 | ||||||
Balance at Jun. 18, 2020 | 25,000 | 24,569 | $ 431 | ||||||
Balance (in Shares) at Jun. 18, 2020 | 4,312,500 | ||||||||
Net income (loss) | (1,448) | (1,448) | |||||||
Balance at Dec. 31, 2020 | (72,456,000) | 3,086,000 | (75,542,000) | 23,552 | 24,569 | (1,448) | $ 431 | ||
Balance (in Shares) at Dec. 31, 2020 | 7,397,055 | 0 | 4,312,500 | ||||||
Sale of 520,000 Private Placement Units on February 23, 2021 | 5,040,534 | 5,040,482 | $ 52 | ||||||
Sale of 520,000 Private Placement Units on February 23, 2021 (in Shares) | 520,000 | ||||||||
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital and accumulated deficit | (8,937,353) | (5,065,051) | (3,872,302) | ||||||
Net income (loss) | (13,336,000) | (13,336,000) | (2,410,066) | (2,410,066) | |||||
Balance at Jun. 30, 2021 | (85,792,000) | 3,086,000 | (88,878,000) | (6,283,333) | (6,283,816) | $ 52 | $ 431 | ||
Balance (in Shares) at Jun. 30, 2021 | 7,397,055 | 520,000 | 4,312,500 | ||||||
Balance at Dec. 31, 2020 | (72,456,000) | 3,086,000 | (75,542,000) | 23,552 | 24,569 | (1,448) | $ 431 | ||
Balance (in Shares) at Dec. 31, 2020 | 7,397,055 | 0 | 4,312,500 | ||||||
Sale of 520,000 Private Placement Units on February 23, 2021 | 5,040,534 | 5,040,482 | $ 52 | ||||||
Sale of 520,000 Private Placement Units on February 23, 2021 (in Shares) | 520,000 | 0 | |||||||
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital and accumulated deficit | (8,937,353) | (5,065,051) | (3,872,302) | ||||||
Stock based compensation expense | 1,637,000 | 1,637,000 | |||||||
Issuance of common stock upon vesting of restricted stock awards | |||||||||
Issuance of common stock upon vesting of restricted stock awards (in Shares) | 22,467 | ||||||||
Exercise of stock option | 36,000 | 36,000 | |||||||
Exercise of stock option (in Shares) | 42,184 | ||||||||
Issuance of common stock | 720,000 | 720,000 | |||||||
Issuance of common stock (in Shares) | 1,000,000 | ||||||||
Net income (loss) | (36,866,000) | (36,866,000) | (6,867,161) | (6,867,161) | 0 | ||||
Balance at Dec. 31, 2021 | (106,929,000) | 5,479,000 | (112,408,000) | (10,740,428) | (10,740,911) | $ 52 | $ 431 | ||
Balance (in Shares) at Dec. 31, 2021 | 8,461,706 | 520,000 | 4,312,500 | ||||||
Balance at Mar. 31, 2021 | (4,411,799) | (4,412,282) | $ 52 | $ 431 | |||||
Balance (in Shares) at Mar. 31, 2021 | 520,000 | 4,312,500 | |||||||
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital and accumulated deficit | (49,068) | (49,068) | |||||||
Net income (loss) | (1,822,466) | (1,822,466) | |||||||
Balance at Jun. 30, 2021 | (85,792,000) | 3,086,000 | (88,878,000) | (6,283,333) | (6,283,816) | $ 52 | $ 431 | ||
Balance (in Shares) at Jun. 30, 2021 | 7,397,055 | 520,000 | 4,312,500 | ||||||
Balance at Dec. 31, 2021 | (106,929,000) | 5,479,000 | (112,408,000) | (10,740,428) | (10,740,911) | $ 52 | $ 431 | ||
Balance (in Shares) at Dec. 31, 2021 | 8,461,706 | 520,000 | 4,312,500 | ||||||
Stock based compensation expense | 2,659,000 | 2,659,000 | |||||||
Issuance of common stock in connection with litigation settlement value | 294,000 | 294,000 | |||||||
Issuance of common stock in connection with litigation settlement (in Shares) | 13,021 | ||||||||
Issuance of common stock upon vesting of restricted stock awards | |||||||||
Issuance of common stock upon vesting of restricted stock awards (in Shares) | 20,192 | ||||||||
Exercise of stock option | 100,000 | 100,000 | |||||||
Exercise of stock option (in Shares) | 117,872 | ||||||||
Net income (loss) | (18,864,000) | (18,864,000) | 4,560,621 | 4,560,621 | |||||
Balance at Jun. 30, 2022 | (122,740,000) | 8,532,000 | (131,272,000) | (6,179,807) | (6,180,290) | $ 52 | $ 431 | ||
Balance (in Shares) at Jun. 30, 2022 | 8,612,791 | 520,000 | 4,312,500 | ||||||
Balance at Mar. 31, 2022 | (8,407,356) | (8,407,839) | $ 52 | $ 431 | |||||
Balance (in Shares) at Mar. 31, 2022 | 520,000 | 4,312,500 | |||||||
Net income (loss) | 2,227,549 | 2,227,549 | |||||||
Balance at Jun. 30, 2022 | $ (122,740,000) | $ 8,532,000 | $ (131,272,000) | $ (6,179,807) | $ (6,180,290) | $ 52 | $ 431 | ||
Balance (in Shares) at Jun. 30, 2022 | 8,612,791 | 520,000 | 4,312,500 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholder's Equity (Deficit) (Unaudited) (Parentheticals) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2021 | |
B Riley Principal 150 Merger Corp [Member] | ||
Sale of private placement units | $ 520,000 | $ 520,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||
Net income (loss) | $ (18,864,000) | $ (13,336,000) | $ (36,866,000) | $ (28,777,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Bad debt expense (recovery) | (36,000) | 81,000 | 75,000 | (54,000) | |
Additions to content asset | (599,000) | 0 | (474,000) | ||
Depreciation & amortization expense | 663,000 | 434,000 | 1,021,000 | 741,000 | |
Content asset impairment | 1,073,000 | 0 | |||
Stock-based compensation expense | 2,659,000 | 0 | 1,637,000 | 20,000 | |
Non-cash interest expense | 4,032,000 | 2,118,000 | 5,467,000 | 3,105,000 | |
Foreign exchange impact | 796,000 | ||||
Other | (37,000) | (73,000) | (73,000) | ||
Changes in operation assets and liabilities: | |||||
Accounts receivable and contract assets | (2,519,000) | (805,000) | (4,174,000) | 664,000 | |
Inventory | 6,000 | 4,000 | 53,000 | 163,000 | |
Prepaid expenses and other assets | 227,000 | (611,000) | (481,000) | (163,000) | |
Contract assets | (2,770,000) | 817,000 | |||
Increase in accounts payable and accrued expenses | (7,171,000) | (3,149,000) | 4,685,000 | 4,942,000 | |
Contract liabilities | (5,132,000) | 255,000 | 6,790,000 | 854,000 | |
Other current liabilities | (7,000) | (32,000) | (70,000) | 36,000 | |
Other long-term liabilities | 27,000 | 0 | |||
Net cash provided by (used in) operating activities | (25,678,000) | (15,114,000) | (25,180,000) | (16,856,000) | |
Cash flows from investing activities: | |||||
Purchase of property, plant and equipment | (730,000) | (668,000) | |||
Purchase of property, equipment and leasehold improvements | (3,472,000) | (87,000) | |||
Purchase of intangible assets | (356,000) | (53,000) | (840,000) | (123,000) | |
Issuance of note receivable | 0 | (85,000) | (135,000) | ||
Net cash used in investing activities | (3,828,000) | (225,000) | (1,705,000) | (791,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Payments of loan principal | (385,000) | (26,144,000) | |||
Proceeds from issuance of term loan | 20,000,000 | 0 | 1,123,000 | ||
Proceeds from issuance of convertible debt | 0 | 20,000,000 | 40,675,000 | 35,350,000 | |
Issuance of common stock in connection with exercise of stock options | 100,000 | 0 | 36,000 | ||
Payment of deferred transaction costs | (1,718,000) | 0 | |||
Payment of debt issuance costs | 0 | (181,000) | (254,000) | (250,000) | |
Cash flows from financing activities: | |||||
Net cash provided by financing activities | 18,382,000 | 19,819,000 | 40,072,000 | 10,079,000 | |
Increase in cash | (11,124,000) | 4,480,000 | 13,187,000 | (7,568,000) | |
Cash, beginning of year | 17,618,000 | 4,431,000 | 4,431,000 | 11,999,000 | |
Cash, end of period | 6,494,000 | 8,911,000 | $ 4,431,000 | 17,618,000 | 4,431,000 |
RECONCILIATION TO CONSOLIDATED BALANCE SHEETS | |||||
Cash | 5,894,000 | 8,911,000 | 4,431,000 | 17,018,000 | 4,431,000 |
Restricted cash | 600,000 | 0 | 600,000 | ||
Cash and restricted cash | 6,494,000 | 8,911,000 | 4,431,000 | 17,618,000 | 4,431,000 |
SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES: | |||||
Cash paid for interest | 0 | 0 | 1,041,000 | ||
SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||
Capitalization of deferred transaction costs included in accounts payable | 5,058,000 | 0 | 4,899,000 | ||
Issuance of common stock in connection with litigation settlement | 294,000 | 0 | 720,000 | ||
Purchase of property, equipment and leasehold improvements in accrued expenses | 9,000 | 0 | |||
B. Riley Principal 150 Merger Corp.[Member] | |||||
Cash flows from operating activities: | |||||
Net income (loss) | 4,560,621 | (2,410,066) | (1,448) | (6,867,161) | |
Interest earned on investments held in Trust Account | (245,067) | (10,336) | (16,200) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Warrant issue costs | 0 | 115,404 | 115,404 | ||
Unrealized (gain) loss on change in fair value of warrant liability | (6,406,441) | 1,784,234 | 3,322,267 | ||
Changes in operation assets and liabilities: | |||||
Decrease (increase) in prepaid expenses | 271,115 | (899,172) | (612,449) | ||
Increase in accounts payable and accrued expenses | 1,225,784 | 198,710 | 450 | 2,621,467 | |
Increase (decrease) in due to related party | 592,500 | 17,752 | 998 | 190,252 | |
Net cash provided by (used in) operating activities | (1,488) | (1,203,474) | (1,246,420) | ||
Cash flows from investing activities: | |||||
Proceeds deposited in Trust Account | 0 | (172,500,000) | (172,500,000) | ||
Net cash used in investing activities | 0 | (172,500,000) | (172,500,000) | ||
Cash flows from financing activities: | |||||
Proceeds from note payable – related party | 0 | 40,000 | 40,000 | ||
Repayment of note payable – related party | 0 | (40,000) | (40,000) | ||
Proceeds from issuance of Class B common stock | 25,000 | 0 | |||
Proceeds from issuance of Class A common stock | 0 | 172,500,000 | 172,500,000 | ||
Proceeds from issuance of private placement units | 0 | 5,200,000 | 5,200,000 | ||
Payment of underwriting discounts | 0 | (3,450,000) | (3,450,000) | ||
Payment of offering expenses | 0 | (454,357) | (485,256) | ||
Net cash provided by financing activities | 0 | 173,795,643 | 25,000 | 173,764,744 | |
Increase in cash | (1,488) | 92,169 | 25,000 | 18,324 | |
Cash, beginning of year | 43,324 | 25,000 | 0 | 25,000 | |
Cash, end of period | 41,836 | 117,169 | $ 25,000 | 43,324 | $ 25,000 |
Supplemental disclosures: | |||||
Interest paid | 0 | 0 | |||
Taxes paid | 0 | 0 | |||
Supplemental disclosure of noncash investing and financial activities: | |||||
Initial value of Class A ordinary shares subject to possible redemption | $ 0 | $ 172,500,000 | 172,500,000 | ||
Initial classification of warrant liability | $ 5,276,966 |
Organization and Nature of Busi
Organization and Nature of Business Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
B Riley Principal 150 Merger Corp [Member] | ||
Organization and Nature of Business Operations [Line Items] | ||
ORGANIZATION AND NATURE OF BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS Organization and General FaZe Holdings Inc. (the “Company”) was originally incorporated in Delaware on June 19, 2020 under the name “B. Riley Principal 150 Merger Corp.” (“BRPM”) as a blank check company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “Initial Business Combination”). As described in more detail in Note 8, the Company completed its Initial Business Combination on July 19, 2022. The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of June 30, 2022, the Company had not commenced any operations. All activity of the Company for the period from inception through June 30, 2022 related to the initial public offering (the “Public Offering”) described below and evaluating prospective acquisition targets. As of June 30, 2022, the Company had not generated any operating revenues. The Company generated non-operating Public Offering The Company completed the sale of 17,250,000 units (the “Units”), including the issuance of 2,250,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at an offering price of $10.00 per Unit in the Public Offering on February 23, 2021. B. Riley Principal 150 Sponsor Co., LLC (the “Sponsor”), a Delaware limited liability company and a wholly-owned indirect subsidiary of B. Riley Financial, Inc. (“B. Riley Financial”), purchased an aggregate of 520,000 Units at a price of $10.00 per Unit (the “Private Placement Units”) in a private placement that closed on February 23, 2021 simultaneously with the Public Offering (the “Private Placement”). The sale of the 17,250,000 Units in the Public Offering (the “Public Units”) generated gross proceeds of $172,500,000, less underwriting commissions of $3,450,000 (2% of the gross proceeds of the Public Offering) and other offering costs of $485,257. The Private Placement Units generated $5,200,000 of gross proceeds. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (each a “public share”), and one-third Sponsor and Note Payable — Related Party The Company had a promissory note (the “Note”) payable to Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses of Public Offering. The Note was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. Borrowings on the Note was $40,000 on the date of the Public Offering. On March 1, 2021, such amount was repaid using proceeds from the Public Offering and the Private Placement. The Trust Account Upon completion of the Public Offering, $172,500,000 of proceeds were placed in the Company’s trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and were invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Except with respect to interest earned on the funds held in the Trust Account that could be released to the Company to pay its taxes, the proceeds from the Public Offering were not permitted to be released from the Trust Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (the “Amended Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it did not complete the Initial Business Combination by February 23, 2023; or (iii) the redemption of all of the Company’s public shares if the Company was unable to complete the Initial Business Combination by February 23, 2023 (at which such time up to $100,000 of interest shall be available to the Company to pay dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Company’s public shares (the “public stockholders”). Going Concern Consideration The Company has principally financed its operations from inception through the date of these financial statements using proceeds from the promissory note from the Sponsor prior to the Public Offering and such amount of proceeds from the Public Offering and Private Placement that were placed in a bank account outside of the Trust Account for working capital purposes. In connection with the closing of the Public Offering and the Private Placement on February 23, 2021, an amount of $172,500,000 (or $10.00 per Class A common stock sold to the public in the Public Offering included in the Public Units) was placed in the Trust Account. As of June 30, 2022, the Company had $41,836 in its operating bank account, $172,761,267 held in the Trust Account to be used for an Initial Business Combination or to repurchase or redeem its public shares in connection therewith and working capital deficit of $4,217,375, which excludes Delaware franchise taxes payable of $30,907 (which is included in accounts payable and accrued expenses at June 30, 2022) as franchise taxes are paid from the Trust Account from interest income earned. The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months through August 2023. As a result of the completion of the merger with FaZe Clan Inc., a Delaware Corporation (“Legacy FaZe”) on July 19, 2022, the Company expects to continue to incur significant operating losses for the foreseeable future since Legacy FaZe has incurred losses since inception. However, based cash received from the completion of the merger as more fully described in Note 8 and Note 9 and cash needs to fund operations, the Company currently expects that it will have sufficient cash to fund its operating expenses and capital expenditure requirements for at least the next 12 months from issuance. As such, substantial doubt about the Company’s ability to continue as a going concern has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 | NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS Organization and General B. Riley Principal 150 Merger Corp. (the “Company”), a blank check corporation, was incorporated as a Delaware corporation on June 19, 2020. The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company was 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 (an “Initial Business Combination”). As of December 31, 2021, the Company had not commenced any operations. All activity of the Company includes the activity of the Company from inception and activity related to the initial public offering (the “Public Offering”) described below and evaluating prospective acquisition targets. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating st Public Offering The Company completed the sale of 17,250,000 units (the “Units”), including the issuance of 2,250,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at an offering price of $10.00 per Unit in the Public Offering on February 23, 2021. B. Riley Principal 150 Sponsor Co., LLC (the “Sponsor”), a Delaware limited liability company and a wholly-owned indirect subsidiary of B. Riley Financial, Inc. (“B. Riley Financial”), purchased an aggregate of 520,000 Units at a price of $10.00 per Unit (the “Private Placement Units”) in a private placement that closed on February 23, 2021 simultaneously with the Public Offering (the “Private Placement”). The sale of the 17,250,000 Units in the Public Offering (the “Public Units”) generated gross proceeds of $172,500,000 , Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (each a “public share”), and one-third Sponsor and Note Payable — Related Party The Company had a note payable to Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses of this offering. The note payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. Borrowings on the note payable due to related party was $40,000 on the date of the Public Offering. On March 1, 2021, such amount was repaid using proceeds from the Public Offering and the Private Placement. The Trust Account Upon completion of the Public Offering, $172,500,000 of proceeds were held in the Company’s trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and will be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering may not be released from the Trust Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the Initial Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering (at which such time up to $100,000 of interest shall be available to the Company to pay dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Company’s public shares (the “public stockholders”). Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account. There is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public stockholders’ with the opportunity to redeem all or a portion of their shares upon the completion of the Initial Business Combination, either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder meeting to approve the Initial Business Combination, a public stockholder will have the right to redeem its public shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock have been recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem the public shares, at a per-share The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors or officers acquires public shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s remaining stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. The Company will provide its stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein. Going Concern Consideration The Company has principally financed its operations from inception using proceeds from the promissory note from the Sponsor prior to the Public Offering and such amount of proceeds from the Public Offering and Private Placement that were placed in a bank account outside of the Trust Account for working capital purposes. In connection with the closing of the Public Offering and the Private Placement on February 23, 2021, an amount of $172,500,000 (or $10.00 per Class A common stock sold to the public in the Public Offering included in the Public Units) was placed in the Trust Account. As of December 31, 2021, the Company had $ 43,324 If our funds are insufficient to meet the expenditures required for operating our business in the attempt to find an Initial Business Combination as more fully described above or in the event 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 February 23, 2023, the scheduled liquidation date. 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Description of The Business
Description of The Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Description of The Business [Line Items] | ||
DESCRIPTION OF THE BUSINESS | 1. DESCRIPTION OF THE BUSINESS FaZe Clan, Inc. (the “Company”), founded in 2010, is a lifestyle and media platform rooted in gaming and youth culture. The Company’s premium brand, talent network, and large audience can be monetized across a variety of products and services. On October 24, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with B. Riley 150 Merger Corp. (“B. Riley 150”), a special purpose acquisition company, and BRPM Merger Sub, Inc., a directly wholly owned subsidiary of B. Riley 150 (“Merger Sub”), pursuant to which the Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of B. Riley 150 (the “Merger”). The Merger is expected to be accounted for as a reverse capitalization whereby the Company is treated as the acquirer. At the closing of the business combination, B. Riley 150 will change its name to “FaZe Holdings Inc.” The closing of the Merger is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the receipt of required approval by the stockholders of B. Riley 150 and the Company, required regulatory approvals and the fulfillment of other conditions set forth in the Merger Agreement, and the effectiveness of the registration statement to be filed with the U.S. Securities and Exchange Commission in connection with the transaction. In March 2022, the Company and B. Riley 150 entered into an amendment to the Merger Agreement. Pursuant to the amendment, among other things, as of the Merger effective time, each vested stock option of the Company that is not exercised shall not automatically be converted into shares of Company’s common stock but instead will be converted into vested stock options exercisable into B. Riley 150 common stock as of merger effective time. Each vested stock option shall be treated as an issued and outstanding share of the Company’s common stock for all purposes of the Merger Agreement, calculated on a cashless basis. As a result, the calculation of the Equity Value Exchange Ratio is not impacted. The “Equity Value Exchange Ratio” is the quotient obtained by dividing 65,000,000 by the fully diluted number of shares of the Company common stock outstanding immediately prior to the Effective Time (excluding certain shares, as determined in accordance with the Merger Agreement). In March 2022, the Company entered into an agreement for a term loan with B. Riley Principal Commercial Capital, LLC, an affiliate of B. Riley 150, allowing the Company to borrow an aggregate principal amount of up to $20 million maturing on the closing date of the Merger Agreement. As of June 30, 2022, the Company had borrowed $20 million. In the same agreement, the Company waived the minimum cash condition for closing in the proposed merger with B. Riley 150. In July 2022, the Company and the restricted stock awards holders entered into an amendment to the restricted stock awards agreements entered on October 18 and October 19, 2021. Pursuant to the amendment, among other things, the acceleration of vesting shall happen upon the ninetieth (90th) day following the date of the transactions, instead of on the date of the transactions. As the calculation of company restricted stock awards is defined to include both vested and unvested restricted stock awards pursuant to the Merger Agreement, the calculation of the Equity Value Exchange Ratio is not impacted. On July 19, 2022 (the “Closing Date”), the Company and B. Riley 150 consummated the Merger and the Company is now a wholly owned subsidiary of B. Riley 150, subsequently renamed “FaZe Holdings Inc.” The Merger is further described in Note 12, Subsequent Events | 1. DESCRIPTION OF THE BUSINESS FaZe Clan, founded in 2010, is a lifestyle and media platform rooted in gaming and youth culture. The Company’s premium brand, talent network, and large audience can be monetized across a variety of products and services. On October 24, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with B. Riley 150 Merger Corp. (“B. Riley 150”), a special purpose acquisition company, and BRPM Merger Sub, Inc., a directly wholly owned subsidiary of B. Riley 150 (“Merger Sub”), pursuant to which the Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of B. Riley 150. The merger is expected to be accounted for as a reverse capitalization whereby the Company is treated as the acquirer. At the closing of the business combination, B. Riley 150 will change its name to “FaZe Holdings Inc.” The closing of the merger is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the receipt of required approval by the stockholders of B. Riley 150 and the Company, required regulatory approvals and the fulfillment of other conditions set forth in the Merger Agreement, and the effectiveness of the registration statement to be filed with the U.S. Securities and Exchange Commission in connection with the transaction. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Line Items] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates and assumptions. Unaudited Interim Condensed Consolidated Financial Information The accompanying Condensed Consolidated Balance Sheet as of June 30, 2022, Condensed Consolidated Statements of Operations for the six months ended June 30, 2022 and 2021, Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 and Condensed Consolidated Statements of Stockholders’ Deficit for the six months ended June 30, 2022 and 2021 are unaudited. The financial data and other information contained in the notes thereto as of and for the six months ended June 30, 2022 and 2021 are also unaudited. The Condensed Consolidated Balance Sheet as of December 31, 2021, was derived from the Company’s audited consolidated financial statements incorporated by reference in the Company’s Form 8-K, The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements, and in the opinion of management, reflect all normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of June 30, 2022, the results of its operations for the six months ended June 30, 2022 and 2021, and its cash flows for the six months ended June 30, 2022 and 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020, and the notes thereto. The results for the six months ended June 30, 2022 are not necessarily indicative of results to be expected for the year ended December 31, 2022, or any other interim periods, or any future year or period. The significant accounting policies used in preparation of these unaudited interim condensed consolidated financial statements are consistent with those described in the Company’s audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020. Going Concern The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months through August 2023. The Company has incurred net losses since inception. The Company expects to continue to incur significant operating losses for the foreseeable future. However, based on cash received from the completion of the merger as more fully described in Note 12, Subsequent Events Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires the Company 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 consolidated financial statements, and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the condensed consolidated financial statements. The inputs into certain of these estimates and assumptions include the consideration of the economic impact of the COVID-19 COVID-19 The continuing spread of COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 As COVID-19 COVID-19 the Company’s plans as described above may change. At this point, the Company cannot reasonably estimate the duration and severity of this pandemic, which could have a material adverse impact on the business, results of operations, financial position, and cash flows. Content Asset, net The Company produces programming content which it plans to broadcast on online video and streaming platforms. Costs of produced content consist of development and production costs. These costs are capitalized as “Content Asset, net” on the condensed consolidated balance sheet. Each title is predominantly monetized on its own. At the specific title level, the Company tests the content asset for impairment when events and circumstances indicate that its fair value may be less than its unamortized cost. If the carrying value of a content asset exceeds its estimated fair value, an impairment charge will be recorded in the amount of the difference. In April 2022, the Company performed an evaluation of the content asset and determined that the underlying programming of the content asset will not be released. In addition, the Company determined that the content asset has no further utility. Accordingly, the Company recorded an impairment loss of $1.1 million to write off the entire carrying value of content asset. As such, the Company has no content asset balance as of June 30, 2022. There were no content assets as of June 30, 2021. The Company’s policy is to amortize the content asset once the content airs. Given that the content was fully written off prior to airing, no amortization expense was recorded for the six months ended June 30, 2022. The Company does not own any purchased or licensed programming content. Exploitation costs such as marketing, advertising, publicity, promotion, and other distribution expenses directly connected with the distribution of the content asset are expensed as incurred. Revenue Recognition and Contract Balances In May 2014, the FASB issued new accounting guidance related to revenue recognition. On January 1, 2019, we adopted the new accounting standard and related amendments using the modified retrospective approach. Based on the Company’s assessment, the adoption of ASC 606, Revenue from Contracts with Customers (“ASC 606”) did not have a material impact to the Company’s condensed consolidated financial statements and there were no material differences between the Company’s adoption of ASC 606 and its historic accounting under ASC 605, Revenue Recognition. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Our payment terms and conditions vary by customer and contract type. In instances where the timing of revenue recognition differs from the timing of invoicing, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for that product or service will be one year or less. We generally record a receivable related to revenue when we have an unconditional right to invoice and receive payment. Contract assets arise from contracts when revenue is recognized over time and the amount of revenue recognized, including our estimate of variable consideration that has been included in the transaction price, exceeds the amount billed to the customer. These amounts are included in contract assets until the right to payment is no longer conditional on events other than the passage of time. These contract assets are reclassified to receivables when the right to consideration becomes unconditional. For the six months ended June 30, 2022 and 2021, no impairment was recorded from contract assets. Our allowances for doubtful accounts are typically immaterial and, if required, are based on our best estimate of expected credit losses inherent in our accounts receivable balance. Contract liabilities are recorded in the event that the Company bills for services in advance of the time the services are performed, or when cash payments are received or due in advance of satisfying our performance obligations, even if amounts are refundable. Contract liabilities recorded at June 30, 2022, and December 31, 2021, represent the Company’s accounting for the timing difference between when funds are received and when the performance obligation is satisfied. Revenue recognized for the six months ended June 30, 2022 relating to the contract liability balances as of January 1, 2022, was $7.8 million. The following table disaggregates the Company’s revenue by major type for the six months ended June 30, 2022 and 2021: (in thousands) Six months ended 2022 2021 Brand sponsorships $ 20,982 $ 10,695 Content 6,543 10,413 Consumer products 1,857 2,232 Esports 4,963 1,814 Other 264 109 Total revenue $ 34,609 $ 25,263 The section below describes our revenue recognition policies and significant judgments in further detail for each major revenue source of the Company. Brand Sponsorships The Company offers advertisers a full range of promotional vehicles, including, but not limited to, online advertising, livestream announcements, content generation, social media posts, logo placement on the Company’s official merchandise and special appearances of members of the Company’s talent roster. Our brand sponsorship agreements may include multiple services that are capable of being individually distinct, however the intended benefit is an association with the Company’s brand and the services are not distinct within the context of the contracts. Revenues from brand sponsorship agreements are recognized ratably over the contract term. Payment terms and conditions vary, but payments are generally due periodically throughout the term of the contract. In instances where the timing of revenue recognition differs from the timing of billing, we have determined the brand sponsorship agreements generally do not include a significant financing component. Content The Company generates and produces original content which we monetize through Google’s AdSense service. Revenue is variable and is earned when the visitor views or “clicks through” on the advertisement. The amount of revenue earned is reported to us monthly and is recognized upon receipt of the report of viewership activity. Payment terms and conditions vary, but payments are generally due within 30 to 45 days after the end of each month. The Company grants exclusive licenses to customers for certain content produced by the Company’s talent. The Company grants the customer a license to the intellectual property, which is the content and its use in generating advertising revenues, for a pre-determined Principal Versus Agent Considerations A significant amount of our brand sponsorship and content revenues are generated from our talent, who are under exclusive, multi-year contracts. Our talent consists of highly trained independent contractors, whose compensation is tied to the revenue that they generate. We have evaluated the terms of our brand sponsorship and content agreements and have concluded the Company is the principal. Brand sponsorship and content revenues are reported on a gross basis, while revenue-sharing and other fees paid to our talent are recorded as cost of revenues. The Company owns the brand and intellectual property, takes primary responsibility for delivery of services, and exercises control over content generation and monetization. The Company contracts directly with Google on its Company operated channels, and the talent contracts directly with Google on their own channels. As part of the Company’s contracts with its talent, the Company agrees to serve as the Talent’s exclusive management company as it relates to any and all type of work the talent may perform, including content creation and advertising revenue generated from the content. While the talent owns the content they create while they are under contract with the Company, the talent grants the Company an exclusive perpetual license to the content, and the Company grants limited usage rights of that content back to the talent, conditional upon them complying with their contract. Furthermore, all income earned from services provided by the talent related to gaming, Esports, content creation, or the business of the Company, which includes revenue from advertising via talent content, is subject to the talent agreement and is payable to the Company. In addition, the Company’s contracts with its talent specify rules and restrictions on the content the talent can create and post. As such, through its contracts with talent, the Company is the principal because the Company is the entity exercising primary control over the content generated in the YouTube channels being monetized. Consumer Products The Company earns consumer products revenue from sales of our consumer products on our website or at live or virtual events. Revenues are recognized at a point in time, as control is transferred to the customer upon shipment. The Company offers customer returns and discounts through a third-party distributor and accounts for this as a reduction to revenue. The Company does not offer loyalty programs or other sales incentive programs that are material to revenue recognition. Payment is due at the time of sale. We have outsourced the design, manufacturing, fulfillment, distribution, and sale of our consumer products to a third party, in exchange for royalties based on the amount of revenue generated. We evaluated the terms of the agreement to determine whether our consumer products revenues should be reported gross, or net of royalties paid. Key indicators that we evaluated in determining whether we are the principal in the sale (gross reporting), or an agent (net reporting) include, but are not limited to: • the Company is the party that is primarily responsible for fulfilling the promise to provide the specified good or service, • the Company has inventory risk before the good is transferred to the customer, and • the Company is the party that has discretion in establishing pricing for the specified good or service. Based on our evaluation of the above indicators, we report consumer products revenues on a gross basis. Esports Lea ue Participation Player Transfer Fees Licensing of Intellectual Propert Transaction Price Allocated to the Remaining Performance Obligations For the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2022, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. Revenue expected to be recognized in the future related to performance obligations that have original expected durations greater than one year that are unsatisfied (or partially unsatisfied) as of June 30, 2022, were not material. Convertible Debt The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging Stock-Based Compensation The Company accounts for its stock-based awards in accordance with ASC 718, Compensation – Stock Compensation Given the absence of an active market for the Company’s common stock, the Board of Directors (the “Board”) was required to estimate the fair value of the Company’s common stock at the time of each award. The Board considered numerous objective and subjective factors in determining the value of the Company’s common stock at each grant date, including the following: (1) the per-share arm’s-length arm’s-length For stock options, the Company estimates the fair value using the Black-Scholes-Merton option-pricing (“Black-Scholes”) model. The fair value is expensed over the requisite service periods of the awards (usually one to four years), or in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a change in control event). As there was no public market for its common stock, the Company determined the volatility for options granted based on an analysis of reported data for a peer group of companies. The expected volatility of options granted has been estimated based on an average of the historical volatility measures of this peer group of companies. The expected life of options has been estimated utilizing the “simplified method” due to the lack of available or sufficient historical exercise data for the Company for the applicable options terms. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. The Black-Scholes model requires the input of certain assumptions that require the Company’s judgment, including the fair value of common shares, expected term and the expected price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. The Company accounts for forfeitures of stock-based awards as they occur. Fair Value Measurement The fair value hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy consists of the following three levels: Level 1 Level 2 Level 3 The carrying amount of the Company’s financial instruments, including cash, accounts receivable, notes receivable, and accounts payable approximate fair value due to their short-term nature. The Company does not have financial assets or liabilities that are required under U.S. GAAP to be measured at fair value on a recurring basis. The Company has not elected to use the fair value measurement option for any assets or liabilities for which fair value measurement is not presently required. Loss Per Common Share In accordance with the provisions of ASC 260, Earnings Per Share, The results of operations were net losses for the six months ended June 30, 2022 and 2021. Therefore, the basic and diluted weighted-average shares of common stock outstanding were the same for all periods. Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is antidilutive are as follows (in common equivalent shares): Six months ended 2022 2021 Warrants 292,790 292,790 Stock options 8,359,882 5,340,000 Unvested restricted stock awards 1,085,310 Convertible preferred stock 3,237,800 3,237,800 Total potentially dilutive common stock equivalents 12,975,782 8,870,590 Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that its Chief Executive Officer is the CODM. The Company operates and reports financial information in one segment, as the CODM reviews financial information presented on a consolidated basis, at the Company level, for the purposes of making operating decisions, allocation of resources, and evaluating financial performance. As of June 30, 2022, and December 31, 2021, the Company did not have material assets located outside of the United States. For the six months ended June 30, 2022, the Company had $2.2 million of revenue earned outside of the United States. The Company earned no material revenue outside of the United States for the six months ended June 30, 2021. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, (Subtopic 470-20) 815-40). In May 2021, the FASB issued ASU 2021-04, 470-50), 815-40): 2021-04 Accounting Pronouncements Not Yet Adopted As an emerging growth company, the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an emerging growth company. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) right-of-use 2016-02, In September 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and assumptions. Going Concern The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. However, we believe that even after taking these actions, we will not have sufficient liquidity to satisfy all of our future financial obligations. The risks and uncertainties surrounding our ability to raise capital and our limited capital resources raises substantial doubt as to our ability to continue as a going concern. See Note 14, “ Going Concern Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s consolidated financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires the Company 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 consolidated financial statements, and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the consolidated financial statements. The inputs into certain of these estimates and assumptions include the consideration of the economic impact of the COVID-19 Concentrations of Risks The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). Cash balances at financial institutions are insured by the FDIC up to statutory levels. At times, cash may be uninsured or in deposit accounts that exceed the FDIC insurance limits. Periodically, the Company evaluates the creditworthiness of these financial institutions and has determined that the credit exposure is not significant. The Company grants credit in the normal course of business to its customers. Periodically, the Company reviews past due accounts and makes decisions about future credit on a customer-by-customer The Company had outstanding receivables from three customers that collectively represented 49% of accounts receivable as of December 31, 2021, and two customer that represented 45% of accounts receivable as of December 31, 2020. The Company had revenues from one customer that represented 12% of revenues for the year ended December 31, 2021, and one customer that represented 10% of revenues for the year ended December 31, 2020. For the years ended December 31, 2021 and 2020, one and one vendor accounted for 17% and 20% of the Company’s total purchases, respectively. The Company had outstanding payables to two vendors that represented 30% of accounts payable as of December 31, 2021, and one vendor that represented 23% of accounts payable as of December 31, 2020. The Company had one independent contractor that generated 22% and 16% of our total revenues for the years ended December 31, 2021 and 2020, respectively. COVID-19 The continuing spread of COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 As COVID-19 COVID-19 Cash The Company considers all highly liquid instruments with an original maturity of 90 days or less at the date of acquisition to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Restricted cash Restricted cash consists of funds held in a restricted account for payment of upfront rental lease deposits. Trade Receivables, net Accounts receivable represent amounts due from customers. The Company assesses the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant judgement and includes the review of individual receivables based on individual customers, current economic trends, and analysis of historical bad debts. As of December 31, 2021 and 2020, the Company had recorded an allowance for doubtful accounts of $0.4 million and $0.4 million, respectively. All reserves for doubtful accounts were from contracts with customers. Inventory Inventory consists of merchandise sold on our website and at live events. All of our inventory is comprised of finished goods. Inventory is stated at the lower of cost or net realizable value. The Company compares the cost of inventories with the net realizable value and an allowance is recorded to write down inventories to net realizable value, if lower. As of December 31, 2021 and 2020, the Company did not record a valuation allowance. Property, Equipment and Leasehold Improvements Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the asset. The estimated useful lives of our fixed assets are as follows: Computer equipment 3 Years Furniture/Fixtures 3 Years Vehicles 5 Years Leasehold improvements Remaining lease term In the event the estimated useful life of a leasehold improvement is shorter than the remaining lease term, the estimated useful life is used. Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of FASB Accounting Standards Codification Topic (“ASC”) 360, Property, Plant, and Equipment Intangibles, net Website Development Costs: Intangibles — Goodwill and Other Talent Acquisition Costs: The Company accounts for the impairment of intangible assets, under the provisions of ASC 360. ASC 360 establishes the accounting for impairment of long-lived tangible and intangible assets other than goodwill and for the disposal of a business. Pursuant to ASC 360, the Company periodically evaluates whether facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If the carrying amount of long-lived assets exceeds the undiscounted future cash flows, the Company will write the carrying value down to the fair value in the period the impairment is identified. The Company did not recognize any impairment charges for intangible assets for the years ended December 31, 2021 and 2020. Content Asset, net The Company produces programming content which it plans to broadcast on online video and streaming platforms. Costs of produced content currently consist of development and production costs. These costs are capitalized as “Content Asset, net” on the consolidated balance sheet. As of the year ended December 31, 2021, all produced content is in production and is not completed. Amortization of the content asset has not begun and will begin once the content airs. The Company does not own any purchased or licensed programming content. The Company will amortize the content asset based on the proportion of revenue recognized from the content asset in the current period to the total forecasted lifetime revenue for the content asset. The Company’s revenue forecast for the content asset will be based on estimated sponsorship revenues. Judgment is required in determining the revenue model and associated amortization, and the Company will review factors that impact the revenue and amortization on an ongoing basis. The Company has not aired its content asset and has not recognized any associated revenue or amortization costs for the year ended December 31, 2021. The Company estimates that most of the revenue and amortization expense will be recognized within the next twelve-month operating cycle. Exploitation costs such as marketing, advertising, publicity, promotion, and other distribution expenses directly connected with the distribution of the content asset are expensed as incurred. At the specific title level, the Company tests the content asset for impairment when events or circumstances indicate that its fair value may be less than its unamortized cost. Each title is predominantly monetized on its own. If the carrying value of a content asset exceeds its estimated fair value, an impairment charge will be recorded in the amount of the difference. No impairment was recognized for the year ended December 31, 2021. There were no content assets as of December 31, 2020. Foreign Currency The Company’s functional and reporting currency is the U.S. dollar. The Company does not have subsidiaries or significant operations outside of the United States and does not have any translation adjustments related to foreign currencies. Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Transaction gains and losses are recognized in other income/expense in the consolidated statements of operations. For the years ended December 31, 2021 and 2020, we recorded net foreign currency transaction losses of de minimis and $0.8 million, respectively. Revenue Recognition and Contract Balances In May 2014, the FASB issued new accounting guidance related to revenue recognition. On January 1, 2019, we adopted the new accounting standard and related amendments using the modified retrospective approach. Based on the Company’s assessment, the adoption of ASC 606, Revenue from Contracts with Customers Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Our payment terms and conditions vary by customer and contract type. In instances where the timing of revenue recognition differs from the timing of invoicing, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for that product or service will be one year or less. We generally record a receivable related to revenue when we have an unconditional right to invoice and receive payment. Contract assets arise from contracts when revenue is recognized over time and the amount of revenue recognized, including our estimate of variable consideration that has been included in the transaction price, exceeds the amount billed to the customer. These amounts are included in contract assets until the right to payment is no longer conditional on events other than the passage of time. These contract assets are reclassified to receivables when the right to consideration becomes unconditional. For the years ended December 31, 2021 and 2020, no impairment was recorded from contract assets. Our allowances for doubtful accounts are typically immaterial and, if required, are based on our best estimate of expected credit losses inherent in our accounts receivable balance. Contract liabilities are recorded in the event that the Company bills for services in advance of the time the services are performed, or when cash payments are received or due in advance of satisfying our performance obligations, even if amounts are refundable. Contract liabilities recorded at December 31, 2021 and 2020 represent the Company’s accounting for the timing difference between when funds are received and when the performance obligation is satisfied. Revenue recognized for the year ended December 31, 2021 relating to the contract liability balances as of January 1, 2021 was $1.1 million. The following table disaggregates the Company’s revenue by major type for the years ended December 31, 2021 and 2020: (in thousands) 2021 2020 Brand sponsorships $ 24,867 $ 16,520 Content 16,068 12,077 Consumer products 5,751 5,560 Esports 5,847 2,860 Other 319 149 Total revenue $ 52,852 $ 37,166 The section below describes our revenue recognition policies and significant judgments in further detail for each major revenue source of the Company. Brand Sponsorships The Company offers advertisers a full range of promotional vehicles, including but not limited to online advertising, livestream announcements, content generation, social media posts, logo placement on the Company’s official merchandise and special appearances of members of the Company’s talent roster. Our brand sponsorship agreements may include multiple services that are capable of being individually distinct, however the intended benefit is an association with the Company’s brand and the services are not distinct within the context of the contracts. Revenues from brand sponsorship agreements are recognized ratably over the contract term. Payment terms and conditions vary, but payments are generally due periodically throughout the term of the contract. In instances where the timing of revenue recognition differs from the timing of billing, we have determined the brand sponsorship agreements generally do not include a significant financing component. Content The Company generates and produces original content which we monetize through Google’s AdSense service. Revenue is variable and is earned when the visitor views or “clicks through” on the advertisement. The amount of revenue earned is reported to us monthly and is recognized upon receipt of the report of viewership activity. Payment terms and conditions vary, but payments are generally due within 30 to 45 days after the end of each month. In 2021, the Company granted an exclusive license to a customer for certain content produced by FaZe talent. The Company granted the customer a license to the intellectual property, which is the content and its use in generating advertising revenues, for a five-year period for $4.5 million paid by the customer upon execution of the contract. The Company’s only performance obligation is to license the content for use in generating advertising revenues, and recognizes the full contract amount at the point at which the Company provides the customer the right to use the content, which is at the execution of the contract. The Company has no further performance obligations under these types of contract and does not anticipate generating any additional revenue from these arrangements apart from the contract amount. Principal Versus Agent Considerations A significant amount of our brand sponsorship and content revenues are generated from our talent, who are under exclusive, multi-year contracts. Our talent consists of highly trained independent contractors, whose compensation is tied to the revenue that they generate. We have evaluated the terms of our brand sponsorship and content agreements and have concluded the Company is the principal. Brand sponsorship and content revenues are reported on a gross basis, while revenue-sharing and other fees paid to our talent are recorded as cost of revenues. The Company owns the FaZe brand and intellectual property, takes primary responsibility for delivery of services, and exercises control over content generation and monetization. The Company contracts directly with Google on its Company operated channels, and the talent contracts directly with Google on their own channels. As part of the Company’s contracts with its talent, the Company agrees to serve as the Talent’s exclusive management company as it relates to any and all type of work the talent may perform, including content creation and advertising revenue generated from the content. While the talent owns the content they create while they are under contract with FaZe, the talent grants FaZe an exclusive perpetual license to the content, and FaZe grants limited usage rights of that content back to the talent, conditional upon them complying with their contract. Furthermore, all income earned from services provided by the talent related to gaming, Esports, content creation or the business of FaZe, which includes revenue from advertising via talent content, is subject to the talent agreement and is payable to the Company. In addition, the Company’s contracts with its talent specify rules and restrictions on the content the talent can create and post. As such, through its contracts with talent, the Company is the principal because the Company is the entity exercising primary control over the content generated in the YouTube channels being monetized. Consumer Products The Company earns consumer products revenue from sales of our consumer products on our website or at live or virtual events. Revenues are recognized at a point in time, as control is transferred to the customer upon shipment. The Company offers customer returns and discounts through a third party distributor and accounts for this as a reduction to revenue. The Company does not offer loyalty programs or other sales incentive programs that are material to revenue recognition. Payment is due at the time of sale. We have outsourced the design, manufacturing, fulfillment, distribution, and sale of our consumer products to a third party, in exchange for royalties based on the amount of revenue generated. We evaluated the terms of the agreement to determine whether our consumer products revenues should be reported gross, or net of royalties paid. Key indicators that we evaluated in determining whether we are the principal in the sale (gross reporting), or an agent (net reporting) include, but are not limited to: • the Company is the party that is primarily responsible for fulfilling the promise to provide the specified good or service, • the Company has inventory risk before the good is transferred to the customer, and • the Company is the party that has discretion in establishing pricing for the specified good or service. Based on our evaluation of the above indicators, we report consumer products revenues on a gross basis. Esports League Participation: Player Transfer Fees: Licensing of Intellectual Property: Transaction Price Allocated to the Remaining Performance Obligations For the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2021, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. Revenue expected to be recognized in the future related to performance obligations that have original expected durations greater than one year that are unsatisfied (or partially unsatisfied) as of December 31, 2021 were not material. Convertible Debt The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging Debt Advertising Expenses The Company expenses advertising costs as incurred in accordance with ASC 720, Other Expenses. Stock-Based Compensation The Company accounts for its stock-based awards in accordance with ASC 718, Compensation — Stock Compensation Given the absence of an active market for the Company’s common stock, the Board of Directors (the “Board”) was required to estimate the fair value of the Company’s common stock at the time of each award. The Board considered numerous objective and subjective factors in determining the value of the Company’s common stock at each grant date, including the following: (1) the per-share arm’s-length arm’s-length For stock options, the Company estimates the fair value using the Black-Scholes-Merton option-pricing (“Black-Scholes”) model. The fair value is expensed over the requisite service periods of the awards. As there was no public market for its common stock, the Company determined the volatility for options granted based on an analysis of reported data for a peer group of companies. The expected volatility of options granted has been estimated based on an average of the historical volatility measures of this peer group of companies. The expected life of options has been estimated utilizing the “simplified method” due to the lack of available or sufficient historical exercise data for the Company for the applicable options terms. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. The Black-Scholes model requires the input of certain assumptions that require the Company’s judgment, including the fair value of common shares, expected term and the expected price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. The Company accounts for forfeitures of stock-based awards as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for the entire award. Income Taxes We record a tax provision for the anticipated tax consequences of the reported results of operations. In accordance with ASC 740, Income Taxes, Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate deferred tax assets each period for recoverability. For those assets that do not meet the threshold of “more likely than not” that they will be realized in the future, a valuation allowance is recorded. We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense, if applicable income tax returns remain open for examination by applicable authorities, generally three years from filing for federal and four years for state. The Company is not currently under examination by any taxing authority nor has it been notified of an impending examination. Fair Value Measurement The fair value hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy consists of the following three levels: Level 1: Quoted prices in active markets for identical assets or liabilities Level 2: Quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities Level 3: Unobservable inputs which are supported by little or no market activity The carrying amount of the Company’s financial instruments, including cash, accounts receivable, notes receivable, and accounts payable approximate fair value due to their short-term nature. The Company does not have financial assets or liabilities that are required under U.S. GAAP to be measured at fair value on a recurring basis. The Company has not elected to use the fair value measurement option for any assets or liabilities for which fair value measurement is not presently required. Loss Per Common Share In accordance with the provisions of ASC 260, Earnings Per Share, The results of operations were a net loss for the years ended December 31, 2021 and 2020. Therefore, the basic and diluted weighted-average shares of common stock outstanding were the same for all years. Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is antidilutive are as follows (in common equivalent shares): Years Ended 2021 2020 Warrants $ 292,700 $ 292,700 Stock options 8,576,098 5,340,000 Unvested restricted stock awards 602,647 — Convertible preferred stock 3,237,800 3,237,800 Total potentially dilutive common stock equivalents $ 12,709,245 $ 8,870,500 Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that its Chief Executive Officer is the CODM. The Company operates and reports financial information in one segment, as the CODM reviews financial information presented on a consolidated basis, at the Company level, for the purposes of making operating decisions, allocation of resources, and evaluating financial performance. As of and for the years ended December 31, 2021 and 2020, the Company did not have material revenue earned or assets located outside of the United States. Revisions to Previously Issued Financial Statements During the preparation of the audited consolidated financial statements for the year ended December 31, 2021, the Company identified a misapplication of the accounting guidance related to accounting for customer returns and discounts. For the year ended December 31, 2020, the Company recorded $0.8 million in customer discounts and $0.2 million in customer returns. The Company had accounted for these as Cost of revenues, as opposed to as a reduction to revenue. The Company assessed the materiality of this error on prior period financial statements in accordance with the SEC Staff Accounting Bulletin Number 99, Materiality, and ASC 250-10, The following tables set forth the effects of the revisions on the affected line items within the consolidated statement of operations for the year ended December 31, 2020: Year Ended As previously Revision As revised (in thousands) Revenues $ 38,211 $ (1,045 ) $ 37,166 Cost of revenues 29,117 (1,045 ) 28,072 Gross profit $ 9,094 $ — $ 9,094 The following tables set forth the effects of the revisions on the affected line items within Note 2 Summary of Significant Accounting Policies Revenue Recognition and Contract Balances Year Ended As previously Revision (in thousands) Brand Sponsorships $ 16,520 $ — $ 16,520 Content 12,077 — 12,077 Consumer Products 6,605 (1,045 ) 5,560 Esports 2,860 — 2,860 Other 149 — 149 Total Revenue $ 38,211 $ (1,045 ) 37,166 Accounting Pronouncements Recently Adopted In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 ASU 2018-07 ASU 2018-07 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820). ASU 2018-13 ASU 2018-13 In March 2019, the FASB issued ASU 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials ASU 2019-02 Accounting Pronouncements Not Yet Adopted As an emerging growth company, the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an emerging growth company. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) right-of-use ASU 2016-02, In September 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangements that is a Service Contract. internal-use internal-use In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic-740): ASU 2019-12 In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40) In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): ASU 2021-04 |
B. Riley Principal 150 Merger Corp.[Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s unaudited condensed interim financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Accordingly, 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement(s) with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Estimates are used when accounting for certain items such as valuation of investments held in Trust Account, derivative and warrant liabilities, and accounting for income tax valuation allowances. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Investments Held in Trust Account As of June 30, 2022 and December 31, 2021, the Company had $172,761,267 and $172,516,200, respectively, in investments held in the Trust Account. The assets held in the Trust Account were held in a mutual fund that invests in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption As of June 30, 2022, all of the 17,250,000 shares of Class A common stock sold as part of the Public Units in the Public Offering contained a redemption feature which allowed for the redemption of such public shares in connection with the Company’s liquidation, if there was a stockholder vote or tender offer in connection with the Initial Business Combination and in connection with certain amendments to the Company’s Amended Charter. In accordance with the Securities and Exchange Commission (“SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares of common stock subject to redemption to be classified outside of permanent equity. Therefore, all of the shares of Class A common stock sold in the Public Offering have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital As of June 30, 2022 and December 31, 2021, the shares of Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (5,117,500 ) Issuance costs allocated to Class A ordinary shares (3,819,853 ) Plus: Remeasurement of carrying value to redemption value 8,937,353 Class A ordinary shares subject to possible redemption $ 172,500,000 The remeasurement adjustment Warrant Liability The Company accounts for warrants to purchase for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with subtopic ASC 815-40-15, re-evaluated paid-in Income Taxes Prior to the change in ownership on February 23, 2021 as a result of the Public Offering, the Company was included in the consolidated tax return of B. Riley Financial (the “Parent”). During this period, the Company calculated the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The current provision was the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Following changes in ownership on February 23, 2021, the Company deconsolidated from the Parent for tax purposes. Beginning February 23, 2021, the Company files separate corporate federal and state and local income tax returns. Any difference between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made by (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Unrecognized Tax Benefits The Company recognizes tax positions in its financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for interest expense and penalties related to income tax matters as of June 30, 2022 and December 31, 2021. The Company is subject to income tax examinations by major taxing authorities since inception. Earnings (Loss) Per Common Share As of June 30, 2022, the Company had two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private and public Warrants to purchase 5,923,333 shares of Class A common stock at $11.50 per share were issued on February 23, 2021 in connection with the IPO. As of June 30, 2022, no Warrants have been exercised. The 5,923,333 potential shares of Class A common shares for outstanding Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and six months ended June 30, 2022 and 2021 since the Warrants are contingently exercisable, and the contingencies have not yet been met. Basic and diluted earnings per share for the three and six months ended June 30, 2021 gives effect retroactively to the redeemable Class B shares that were outstanding upon completion of the Initial Public Offering. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Three Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income (loss) $ 1,792,530 $ 435,019 $ (1,466,556 ) $ (355,910 ) Denominator: Weighted average shares outstanding 17,770,000 4,312,500 17,770,000 4,312,500 Basic and diluted net income (loss) per share $ 0.10 $ 0.10 $ (0.08 ) $ (0.08 ) Six Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income (loss) $ 3,669,976 $ 890,645 $ (1,790,708 ) $ (619,358 ) Denominator: Weighted average shares outstanding 17,770,000 4,312,500 12,468,453 4,312,500 Basic and diluted net income (loss) per share $ 0.21 $ 0.21 $ (0.14 ) $ (0.14 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of June 30, 2022, the Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company’s Warrants are accounted for as liabilities in accordance with ASC 815-40 See Note 4 for additional information on assets and liabilities measured at fair value. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt (Subtopic 470-20) (Subtopic 815-40) (“ASU 2020-06”) ASU 2020-06 eliminates ASU 2020-06 amends if-converted method ASU 2020-06 is | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Cash Held in Trust Account As of December 31, 2021, the Company had $172,516,200 in investments held in the Trust Account. The assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption All of the 17,250,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the shares of Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (5,117,500 ) Issuance costs allocated to Class A common stock (3,819,853 ) Plus: Accretion of carrying value to redemption value 8,937,353 Class A common stock subject to possible redemption $ 172,500,000 Deferred Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 Note Payable — Related Party The Company had a Note Payable to the Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses associated with the Public Offering. The Note Payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. At February 23, 2021, the Note Payable balance was $40,000. The Note Payable was paid in full using proceeds from the Public Offering and the Private Placement on March 1, 2021. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for paid-in capital. Income Taxes Prior to the change in ownership on February 23, 2021 as a result of the Public Offering, the Company was included in the consolidated tax return of B. Riley Financial (the “Parent”). During this period, the Company calculated the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The current provision was the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Following changes in ownership on February 23, 2021, the Company deconsolidated from the Parent for tax purposes. Beginning February 23, 2021, the Company files separate corporate federal and state and local income tax returns. Any difference between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made by (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Unrecognized Tax Benefits The Company recognizes tax positions in its financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for interest expense and penalties related to income tax matters as of December 31, 2021. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private and public Warrants to purchase 5,923,333 shares of common stock at $11.50 per share were issued on February 23, 2021 in connection with the IPO and exercise of overallotment on February 23, 2021. At December 31 2021, no Warrants have been exercised. The 5,923,333 potential common shares for outstanding Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year ended December 31, 2021 because the Warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net loss per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: Year Ended Redeemable common stock Net loss attributable to redeemable common stock $ (5,188,428 ) Basic and diluted weighted average shares of redeemable common stock 14,697,945 Basic and diluted net loss per share of redeemable common stock $ (0.35 ) Non-redeemable Net loss attributable to redeemable common stock $ (1,678,733 ) Basic and diluted weighted average shares of redeemable common stock 4,755,569 Basic and diluted net loss per share of redeemable common stock $ (0.35 ) For the period from June 19, 2020, (Inception) through December 31, 2020, there were no shares of redeemable common stock outstanding or other common stock equivalents outstanding. Basic and diluted earnings per share for the period from June 19, 2020, (Inception) through December 31, 2020 was $0.00 based on 4,312,500 shares outstanding which gives effect retroactively to the redeemable Class B shares that were outstanding as a result of the Initial Public Offering. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company’s Warrants are accounted for as liabilities in accordance with ASC 815-40 See Note 4 for additional information on assets and liabilities measure at fair value. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt (Subtopic 470-20) (Subtopic 815-40) (“ASU 2020-06”) ASU 2020-06 ASU 2020-06 amends if-converted ASU 2020-06 |
Property, Equipment and Leaseho
Property, Equipment and Leasehold Improvements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Equipment and Leasehold Improvements [Line Items] | ||
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS | 3. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS Property, equipment and leasehold improvements as of June 30, 2022, and December 31, 2021, consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Furniture / Fixtures $ 743 $ 159 Computer equipment 3,490 708 Vehicles 106 106 Leasehold improvements 409 731 Subtotal 4,748 1,704 Less accumulated depreciation (762 ) (779 ) Property, equipment and leasehold improvements, net $ 3,986 $ 925 Depreciation expense totaled $0.5 million and $0.1 million for | 3. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS Property, equipment and leasehold improvements as of December 31, 2021 and 2020 consisted of the following: (in thousands) December 31, December 31, Furniture/Fixtures $ 159 $ 153 Computer equipment 708 306 Vehicles 106 106 Leasehold improvements 731 409 Subtotal 1,704 974 Less: Accumulated depreciation (779 ) (297 ) Property, equipment and leasehold improvements, net $ 925 $ 677 Depreciation expense totaled $0.5 million and $0.3 million for the years ended December 31, 2021 and 2020, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Line Items] | ||
RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS Related Party Loan Receivables and Payables The Company has loan receivables from one of the Company’s founders related to legal and settlement fees that the Company had paid on their behalf, and commissions payable related to a talent arrangement with the Company. The Company recorded $0.5 million and $0.5 million in receivables as of June 30, 2022, and December 31, 2021, respectively, related to the anticipated repayment of these fees. In April 2021, the Company issued a loan to one of the Company’s founders. The Company recorded $0.1 million and $0.1 million in receivables for this loan as of June 30, 2022, and December 31, 2021, respectively. Retainer Consulting Arrangements During the six months ended June 30, 2022 and 2021, the Company had retainer consulting arrangements with co-founders | 13. RELATED PARTY TRANSACTIONS Related Party Loan Receivables and Payables The Company has loan receivables from one of FaZe’s founders related to legal and settlement fees that FaZe had paid on their behalf, and commissions payable related to a talent arrangement with FaZe. The Company recorded $0.5 million and $0.7 million in receivables as of December 31, 2021 and 2020, respectively, related to the anticipated collection of these loans. In 2021, the Company issued a loan to one of FaZe’s founders. The Company recorded $0.1 million in receivables for this loan as of December 31, 2021. The Company had loan payables to certain members of Company management to help fund its day-to-day Retainer Consulting Arrangements During the years ended December 31, 2021 and 2020, the Company had retainer consulting arrangements with co-founders |
B. Riley Principal 150 Merger Corp.[Member] | ||
Related Party Transactions [Line Items] | ||
RELATED PARTY TRANSACTIONS | NOTE 3 — RELATED PARTY TRANSACTIONS Founder Shares On June 19, 2020, 4,312,500 Founder Shares were issued to B. Riley Principal Investments, LLC. All of the Founder Shares were contributed to the Sponsor in June 2020. As used herein, unless the context otherwise requires, Founder Shares shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the Class A common stock included in the Units sold in the Public Offering, except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below, and the holders of the Founder Shares, as described in more detail below, have agreed to certain restrictions and will have certain registration rights with respect thereto. The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the outstanding shares of common stock upon completion of the Public Offering excluding the shares underlying the Private Placement Units (the “Private Placement Shares”). At the time of the Public Offering, the Company’s Sponsor, officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, (ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Pursuant to the Sponsor Support Agreement, dated as of October 24, 2021, between the Company and the Sponsor, the Sponsor agreed to subject 50% of the Founder Shares to forfeiture following the completion of the Company’s Business Combination with Legacy FaZe if certain price-based vesting conditions are not met during the five-year period beginning on the date that is 90 days after such closing and ending on the fifth anniversary of the closing date. The Sponsor Support Agreement also contains a lock-up lock-up Business Combination Marketing Agreement Pursuant to a business combination marketing agreement, the Company engaged B. Riley Securities, Inc. as advisors in connection with its Initial Business Combination to assist it in arranging meetings with its stockholders to discuss a potential business combination and the target business’ attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it in obtaining stockholder approval for its Initial Business Combination and assist it with the preparation of press releases and public filings in connection with the Initial Business Combination. The Company 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) ($6,037,500 since the underwriters’ over-allotment option was exercised in full). Administrative Fees Commencing on February 23, 2021, the Company agreed to pay an affiliate of the Sponsor a total of $3,750 per month for office space, utilities and secretarial and administrative support. At June 30, 2022 and December 31, 2021, amounts due to related party includes $63,750 and $41,150, respectively, for administrative fees payable to the Sponsor. The Company ceased paying these monthly fees on July 19, 2022. Note Payable — Related Party The Company had a Note to the Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses associated with the Public Offering. The Note was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. At February 23, 2021, the Note’s balance was $40,000. The Note was paid in full using proceeds from the Public Offering and the Private Placement on March 1, 2021. B. Riley Loan to FaZe On March 10, 2022, B. Riley Commercial Capital ,LLC (the “B. Riley Lender”), an affiliate of the Sponsor, entered into a Bridge Loan Agreement with FaZe Clan Inc. (“Legacy FaZe”) pursuant to which the B. Riley Lender agreed (i) to issue a term loan (the “Initial Term Loan”) in the amount of $10,000,000 and (ii) upon receipt of a borrowing notice from FaZe, to issue a second term loan (the “Final Term Loan”, and together with the Initial Term Loan, the “Term Loan”) in the amount of $10,000,000. In connection with the Term Loan, on March 10, 2022, FaZe waived the Minimum Proceeds Condition under the Merger Agreement (as defined below). The Term Loan was evidenced by a term promissory note and accrued interest at a rate of 7% per year, compounded quarterly. The Term Loan was secured by all assets of FaZe, other than the Excluded Collateral (as defined in the Pledge and Security Agreement), subject to Intercreditor Agreements entered into between the B. Riley Lender and FaZe’s senior lienholders, CPH and Cox. The Term Loan and accrued interest was repaid in full on July 19, 2022. Due to Related Party Amounts owed to Sponsor for advances of operating expenses and administrative fees were $783,750 and $191,250 at June 30, 2022 and December 31, 2021, respectively. The advances as of June 30, 2022 include cash advances of $445,000 for working capital purposes and also includes administrative fees of $63,750. Any amounts payable to our Sponsor or in the event there may be a future working capital loan from our Sponsor these amounts would be repaid from funds held outside the Trust Account or from funds released to the Company upon completion of the Initial Business Combination. Up to $1,500,000 of such working capital loans, in the event there are any outstanding amounts at the time of the completion of the Initial Business Combination, may be convertible into private placement-equivalent units at a price of $10.00 per unit at the option of the lender. None of our Sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds for working capital loans. | NOTE 3 — RELATED PARTY TRANSACTIONS Founder Shares On June 19, 2020, 4,312,500 Founder Shares were issued to B. Riley Principal Investments, LLC. All of the Founder Shares were contributed to the Sponsor in June 2020. As used herein, unless the context otherwise requires, Founder Shares shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the Class A common stock included in the Units sold in the Public Offering, except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below, and the holders of the Founder Shares, as described in more detail below, have agreed to certain restrictions and will have certain registration rights with respect thereto. The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the outstanding shares of common stock upon completion of the Public Offering excluding the shares underlying the Private Placement Units (the “Private Placement Shares”). The Company’s Sponsor, officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, (ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day Business Combination Marketing Agreement Pursuant to a business combination marketing agreement, the Company engaged B. Riley Securities, Inc. as advisors in connection with its Initial Business Combination to assist it in arranging meetings with its stockholders to discuss a potential business combination and the target business’ attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it in obtaining stockholder approval for its Initial Business Combination and assist it with the preparation of press releases and public filings in connection with the Initial Business Combination. The Company 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) ($6,037,500 since the underwriters’ over-allotment option was exercised in full). Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete an Initial Business Combination. Administrative Fees Commencing on February 19, 2021, the Company agreed to pay an affiliate of the Sponsor a total of $3,750 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. At December 31, 2021, amounts due to related party includes $41,150 for administrative fees payable to the Sponsor. Note Payable — Related Party The Company had a Note Payable to the Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses associated with the Public Offering. The Note Payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. At February 23, 2021, the Note Payable balance was $40,000. The Note Payable was paid in full using proceeds from the Public Offering and the Private Placement on March 1, 2021. Due to Related Party Amounts owed to Sponsor for advances of operating expenses were $191,250 and $998 at December 31, 2021 and 2020, respectively. The advances in 2021 also include administrative fees of $41,150. The Company also paid B. Riley Securities, Inc. $43,495 of offering costs for expense incurred in connection with the Public Offering on February 23, 2021. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
B. Riley Principal 150 Merger Corp.[Member] | ||
Recurring Fair Value Measurements [Line Items] | ||
RECURRING FAIR VALUE MEASUREMENTS | NOTE 4 — RECURRING FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, 2022 Quoted Significant Significant Assets: Investments held in Trust Account (1) $ 172,761,267 $ 172,761,267 $ — $ — 172,761,267 172,761,267 — — Liabilities: Public Warrants $ 2,126,925 $ 2,126,925 $ — $ — Private Placement Warrants 65,867 — — 65,867 Warrant Liability $ 2,192,792 $ 2,126,925 $ — $ 65,867 (1) The fair value of the investments held in the Trust Account approximates the carrying amounts primarily due to the short-ternm nature. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The change in Level 3 measurements of $(195,866) was attributable to the decrease in the fair value of the Private Placement Warrants. Warrant Liability The Warrants are accounted for as liabilities in accordance with ASC 815-40 The Company values the public Warrants at the closing trading price at the end of the reporting period. A Modified Black-Scholes model is used to value the Private Placement Warrants at each reporting period. The changes in fair value of Warrants is recognized as part of other income (expense) in the statement of operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The key inputs into the Black-Scholes Model in determining the fair value of the Private Placement Warrants were as follows at June 30, 2022 and December 31, 2021: Input June 30, December 31, Risk-free interest rate 3.20 % 1.30 % Expected term (years) 5.10 5.50 Expected volatility 3.3 % 18.5 % Exercise price $ 11.50 $ 11.50 Dividend yield 0.0 % 0.0 % The change in Level 3 measurements during the six months ended June 30, 2022 is as follows: Private warrant liability at January 1, 2022 $ 261,733 Change in fair value of private warrant liability (195,866 ) Private warrant liability at June 30, 2022 $ 65,867 | NOTE 4 — RECURRING FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant Assets: Cash held in Trust Account $ 172,516,200 $ 172,516,200 $ — $ — 172,516,200 172,516,200 — — Liabilities: Public Warrants $ 8,337,500 $ 8,337,500 $ — $ — Private Placement Warrants 261,733 — — 261,733 Warrant Liability $ 8,599,233 $ 8,337,500 $ — $ 261,733 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of December 31, 2021 after the Public Warrants were separately listed and traded. Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 The Company utilized a Monte Carlo simulation model to value the Public Warrants on the initial measurement date. A Modified Black-Scholes model is used to value the Private Placement Warrants at each reporting period. The changes in fair value of warants is recognized as part of other income (expense) in the statement of operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The key inputs into the Monte Carlo simulation model and Black-Scholes Model were as follows at initial measurement: Inputs February 23, Risk-free interest rate 0.9 % Expected term (years) 6.4 Expected volatility 14.0 % Exercise price $ 11.50 Subsequent Measurement At December 31, 2021, the key inputs into the Black-Scholes Model were as follows in determining the fair value of the private warrants: Inputs December 31, Risk-free interest rate 1.30 % Expected term (years) 5.5 Expected volatility 18.5 % Exercise price $ 11.50 Dividend yield — The change in the fair value of the level 3 warrant liabilities for the year ended December 31, 2021 is summarized as follows: Warrant liability at January 1, 2021 $ — Initial warrant liability at February 23,2021 5,276,966 Transfer of public warrants to Level 1 (5,117,500 ) Change in fair value of warrant liability 102,267 Warrant liability at December 31,2021 $ 261,733 |
Commitments
Commitments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments [Line Items] | ||
Commitments | 8. COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases certain business and residential facilities under operating lease agreements that specify minimum rentals with lease terms ranging from two to two and a half years. The Company’s rent expense for the six months ended June 30, 2022 and 2021 was $1.1 million and $0.6 million, respectively, and is included in general and administrative expense in the condensed consolidated statement of operations. Scheduled rent increases, if any, are amortized on a straight-line basis over the lease term. Future minimum lease payments, which include non-cancelable Years ending December 31, (in thousands) 2022 (remainder) $ 1,412 2023 2,895 2024 1,977 2025 5 Thereafter 3 Total minimum lease payment $ 6,292 | 9. COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases certain business and residential facilities under operating lease agreements that specify minimum rentals with lease terms ranging from two to two and a half years. The Company’s rent expense for the years ended December 31, 2021 and 2020 was $1.4 million and $1.5 million, respectively, and is included in general and administrative expense in the consolidated statement of operations. Scheduled rent increases, if any, are amortized on a straight-line basis over the lease term. Future minimum lease payments, which include non-cancelable operating leases at December 31, 2021, are as follows: (in thousands) Years ending December 31, 2022 $ 2,834 2023 2,895 2024 1,977 2025 5 2026 3 Total minimum lease payment $ 7,714 |
B. Riley Principal 150 Merger Corp.[Member] | ||
Commitments [Line Items] | ||
Commitments | NOTE 5 — COMMITMENTS Registration Rights The holders of Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Units, Private Placement Shares, Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants) and any securities that may be issued upon conversion of working capital loans, if any, had registration rights to require the Company to register the resale of any of its securities held by them (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement (the “Registration Rights Agreement”). These holders were also entitled to certain piggy back lock-up In connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, the Company entered into the Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”) with the Sponsor, the Company’s directors and officers, certain stockholders of the Company, and certain stockholders of Legacy FaZe. Pursuant to the A&R Registration Rights Agreement, the Company agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Common Stock and other equity securities of the Company that are held by the parties thereto from time to time. In certain circumstances, various parties to the A&R Registration Rights Agreement can collectively demand up to four underwritten offerings within any 12-month | NOTE 5 — COMMITMENTS Registration Rights The holders of Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Units, Private Placement Shares, Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants) and any securities that may be issued upon conversion of working capital loans, if any, have registration rights to require the Company to register the resale of any of its securities held by them (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement. These holders are also entitled to certain piggyback registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up |
Warrants
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
B Riley Principal 150 Merger Corp [Member] | ||
WARRANTS | NOTE 6 — WARRANTS Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of the Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company will as soon as practicable, but in no event later than 15 business days, after the closing of the Business Combination, use its best efforts to file with the SEC registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective within 60 business days after the closing of the Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed, as specified in the Company’s warrant agreement. If the shares issuable upon exercise of the Warrants are not registered under the Securities Act by the 60 th The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day • if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. There were no redemption rights or rights to liquidating distributions with respect to the Warrants. In addition, the Warrants include a crescent feature providing that: if (x) the Company issues additional shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of Class A common stock for capital raising purposes in connection with the closing of the Initial Business Combination, at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the Initial Business Combination, and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Such feature was not triggered in connection with the Business Combination. As more fully described in Note 2, the Company accounts for the warrants for shares of the Company’s common stock as a liability since they are not indexed to the Company’s stock. | NOTE 6 — WARRANTS Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of the Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company will as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, use its best efforts to file with the Securities and Exchange Commission (“SEC”) a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective within 60 business days after the closing of the Initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed, as specified in the Company’s warrant agreement. If the shares issuable upon exercise of the Warrants are not registered under the Securities Act by the 60 th The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day • if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. F-39 The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of Class A common stock for capital raising purposes in connection with the closing of the Initial Business Combination, at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the Initial Business Combination, and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. There will be no redemption rights or liquidating distributions with respect to the Warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the 24-month |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity [Line Items] | ||
STOCKHOLDERS' EQUITY | 6. EQUITY Preferred Stock The Company authorized 3,545,529 shares of series A preferred stock with $0.00001 par value. As of June 30, 2022, and December 31, 2021, 3,237,800 shares of series A preferred shares were issued and outstanding. The rights and preferences of the series A preferred shares are summarized below: Dividend Ri hts Liquidation Preferences Each share of series A preferred stock will automatically be converted into common stock at the then applicable conversion rate in the event of (i) the closing of a firm commitment underwritten public offering with a price of two times the original issue price (subject to adjustments for stock dividends, splits, combinations, and similar events) and gross proceeds to the Company of not less than $25.0 million, or (ii) upon written consent of the requisite holders. The Company determined that the Preferred A common stock is redeemable upon a change-in-control Common Stock On July 6, 2021, the Company amended its Certificate of Incorporation such that the Company is authorized to issue 31,900,878 shares of common stock with a par value of $0.00001 per share. As of June 30, 2022, and December 31, 2021, 8,612,791 shares and 8,461,706 shares were issued and outstanding, respectively. | 7. EQUITY Preferred Stock The Company authorized 3,545,529 shares of Series A preferred stock with $0.00001 par value. As of December 31, 2021 and 2020, 3,237,800 shares of Series A preferred shares were issued and outstanding. The rights and preferences of the Series A preferred shares are summarized below: Dividend Rights: Liquidation Preferences: Each share of Series A preferred stock will automatically be converted into common stock at the then applicable conversion rate in the event of (i) the closing of a firm commitment underwritten public offering with a price of two times the original issue price (subject to adjustments for stock dividends, splits, combinations and similar events) and gross proceeds to the Company of not less than $25.0 million, or (ii) upon written consent of the requisite holders. The Company determined that the Preferred A common stock is redeemable upon a change-in-control Common Stock On July 6, 2021, the Company amended its Certificate of Incorporation such that the Company is authorized to issue 31,900,878 shares of common stock with a par value of $0.0001 per share. In 2021, the Company issued 1,064,651 shares of common stock, which includes 1,000,000 shares issued to Richard G. Bengtson II to settle litigation claims as further described in Note 11, Litigation As of December 31, 2021 and 2020, 8,461,706 and 7,397,055 shares were issued and outstanding, respectively. |
B Riley Principal 150 Merger Corp [Member] | ||
Stockholders' Equity [Line Items] | ||
STOCKHOLDERS' EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Common Stock As of June 30, 2022, the authorized common stock of the Company included up to 100,000,000 shares of Class A common stock with a par value of $0.0001 per share and 10,000,000 shares of Class B common stock with a par value of $0.0001. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At June 30 , 2022 and December 31 , 2021 , there wer Preferred Stock As of June 30, 2022, the Company was authorized to issue 1,000,000 shares of preferred stock, par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. | NOTE 8 — STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company includes up to 100,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination, to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. |
Business Combination
Business Combination | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
B. Riley Principal 150 Merger Corp.[Member] | ||
Business Acquisition [Line Items] | ||
Business Combination | NOTE 8 — BUSINESS COMBINATION On October 24, 2021, the Company, entered into an Agreement and Plan of Merger (as amended on December 29, 2021 and March 10, 2022, the “Merger Agreement”) with BRPM Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Legacy FaZe. On July 19, 2022, the parties to the Merger Agreement completed the transactions contemplated by the Merger Agreement, and Merger Sub merged with and into FaZe (the “Merger”), with FaZe surviving the merger in accordance with the Delaware General Corporation Law as a wholly owned subsidiary of the Company (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “Business Combination”). At the closing of the Business Combination (the “Closing”), the Company changed its name to “FaZe Holdings Inc.” (“New FaZe”). | NOTE 9 — PROPOSED BUSINESS COMBINATION On October 24, 2021, the Company, entered into an Agreement and Plan of Merger (as amended on December 29, 2021 the “ Merger Agreement Merger Sub FaZe Merger Business Combination Closing Pubco Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with investors (including investors related to or affiliated with the Sponsor and an investor related to or affiliated with existing FaZe stockholders) for an aggregate investment $118,000,000 (the “ PIPE Investment Combination, (ii) the accuracy of all representations and warranties of the Company and the PIPE Investors in the Subscription Agreements, subject to certain bring-down standards, and (iii) the satisfaction of all covenants, agreements, and conditions required to be performed by the Company and the PIPE Investors pursuant to the Subscription Agreements. The Subscription Agreements provide for certain customary registration rights for the PIPE Investors. Affiliates of the Sponsor have subscribed to purchase 2,200,000 shares of Class A common stock at $10.00 per share in the PIPE Investment, for an aggregate purchase price of $22,000,000. The parties have ascribed an equity value of the combined company, following the consummation of the Business Combination, of $987 million, assuming none of the Company’s public stockholders seek to redeem their public shares for a pro rata portion of the funds in the Trust Account. Merger Agreement Consideration In accordance with the terms and subject to the conditions of the Merger Agreement, at the Closing, the Company has agreed to issue to stockholders of FaZe approximately 67,023,763 shares of Pubco common stock at a deemed per share price of $10.00 (“ Aggregate Equity Value Consideration Aggregate Earnout Consideration Immediately prior to the effective time of the Merger (the “ Effective Time FaZe common stock FaZe Notes Company Conversion At the Effective Time, each outstanding share of FaZe common stock (including shares of FaZe common stock issued as a result of the Company Conversion) will be automatically converted into the right to receive such number of shares of New FaZe common stock of equal to the Exchange Ratio and such number of shares of New FaZe common stock equal to the Earn-Out earn-out Per Share Merger Consideration Exchange Ratio Earn-Out Earn-Out Earn-Out At the Effective Time, each restricted share subject to a restricted stock award outstanding under FaZe’s existing incentive plans that is outstanding immediately prior to the Effective Time, will be converted into the right to receive a number of shares of Pubco common stock having the same terms and conditions as were applicable to such restricted stock award immediately prior to the Effective Time (each, a “ Pubco Restricted Stock Award Earn-Out At the Effective Time, (i) each option outstanding under FaZe’s existing incentive plans that is vested in accordance with its terms as of the Effective Time (including each option that vests or is deemed vested in accordance with its terms in connection with the transactions contemplated by the Merger Agreement) and (ii) 75% of those options that remain unvested as of the Effective Time (collectively, the “ Vested FaZe Options At the Effective Time, each option outstanding under FaZe’s existing incentive plans other than a Vested FaZe Option that is outstanding immediately prior to the Effective Time, shall be assumed by the Company and converted into an option to purchase a number of shares of common stock equal to the number of shares of FaZe common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, and having an exercise price equal to the exercise price immediately prior to the Effective Time divided by the Exchange Ratio. The parties to the Merger Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants with respect to the conduct of FaZe and the Company and its subsidiaries prior to the Closing. The Closing is subject to certain customary conditions. For more information about the Merger Agreement and the Proposed Transaction, see our Registration Statement on Form S-4 No. 333-262047). The Closing is expected to occur in the first half of 2022, following the receipt of required approval by the stockholders of the Company and FaZe, required regulatory approvals and the fulfilment of other conditions set forth in the Merger Agreement, and the effectiveness of the registration statement to be filed with the SEC in connection with the proposed Business Combination. |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | ||
INCOME TAXES | 10. INCOME TAXES The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, operating losses and tax credit carryforwards. The Company establishes a valuation allowance if the Company believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. The Company has considered its history of cumulative tax and book losses incurred since inception, and other positive and negative evidence, and has concluded that it is more likely than not that the Company will not realize the benefits of the net deferred tax assets as of June 30, 2022, and December 31, 2021. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. As of June 30, 2022, the Company had no unrecognized tax benefits and does not anticipate any significant change to the unrecognized tax benefit balance. The Company would classify interest and penalties related to uncertain tax positions as income tax expense, if applicable. There was no interest expense or penalties related to unrecognized tax benefits recorded through June 30, 2022. The effective tax rate was zero percent for both the six months ended June 30, 2022 and 2021, respectively. The difference between the U.S. statutory rate and the Company’s effective tax rate is primarily due to the full valuation allowance on its deferred tax assets. | 12. INCOME TAXES The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, operating losses and tax credit carryforwards. The Company establishes a valuation allowance if the Company believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. The Company has considered its history of cumulative tax and book losses incurred since inception, and other positive and negative evidence, and has concluded that it is more likely than not that the Company will not realize the benefits of the net deferred tax assets as of December 31, 2021 and December 31, 2020. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. As of December 31, 2021, the Company had no unrecognized tax benefits and does not anticipate any significant change to the unrecognized tax benefit balance. The Company would classify interest and penalties related to uncertain tax positions as income tax expense, if applicable. There was no interest expense or penalties related to unrecognized tax benefits recorded through December 31, 2021. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The significant components of the Company’s deferred tax assets consisted of the following: (in thousands) 2021 2020 Deferred income tax assets: Accrual to cash $ — $ 3,971 Accrued bonus 3,156 189 Stock-based compensation 1,068 748 Deferred rent 2 22 Deferred revenue 2,211 311 Bad debt expense 121 100 Contributions 19 18 Depreciation 85 34 163(j) interest limitation 1,148 — Warrants 47 — Net operating losses 20,840 14,291 Total deferred income tax assets 28,697 19,684 Less: valuation allowance (28,697 ) (18,570 ) Deferred income tax liabilities: Amortization — (30 ) Depreciation — — Accrual to cash — (1,084 ) Total deferred income tax liabilities — (1,114 ) Total deferred tax assets, net $ — $ — A reconciliation of the statutory tax rates and the effective tax rates is as follows: (in thousands) 2021 2020 U.S. federal statutory income tax rate $ (7,742 ) 21.0 % $ (6,043 ) 21.0 % State taxes, net of federal benefit (2,542 ) 6.9 % (2,001 ) 7.0 % Non-deductible — 0.0 % — 0.0 % Other non-deductible 156 -0.4 % 35 -0.1 % Valuation allowance 10,128 -27.5 % 8,009 -27.9 % Income tax expense $ — 0.0 % $ — 0.0 % The Company has incurred net operating losses (“NOLs”) in previous years. At December 31, 2021, the Company had generated federal NOLs of approximately $73.3 million and state NOLs of approximately $78.0 million. Federal NOLs in the amount of $1.0 million are subject to expiration and will begin to expire in 2036. The remaining $72.3 million of federal NOLs can be carried forward indefinitely. All state NOLs of $78.0 million are subject to limitation and are set to begin to expire in 2038. The utilization of the Company’s NOLs are subject to annual Internal Revenue Code Section 382 limitations. The Company has not yet completed an IRC Sec. 382 study as of December 31, 2021. In response to the COVID-19 On December 27, 2020, the President of the United States signed the Consolidated Appropriations Act, 2021 (“Consolidated Appropriations Act”) into law. The Consolidated Appropriations Act is intended to enhance and expand certain provisions of the CARES Act, allows for the deductions of expenses related to the Payroll Protection Program funds received by companies, and provides an update to meals and entertainment expensing for 2021. The Consolidated Appropriations Act did not have a material impact to the Company’s income tax provision for 2020 or 2021. |
B. Riley Principal 150 Merger Corp.[Member] | ||
Income Taxes [Line Items] | ||
INCOME TAXES | NOTE 7 — INCOME TAXES The Company’s net deferred tax asset at December 31, 2021 and 2020 are as follows: As of 2021 2020 Deferred tax assets: Accrued liabilities and other $ 8,663 $ — Net operating loss carryforward 228,347 304 Total deferred tax assets 237,010 304 Valuation allowance (237,010 ) (304 ) Net deferred tax asset $ — $ — The income tax provision for the year ended December 31, 2021 and for the period from June 19, 2020 (Inception) through December 31, 2020 consists of the following: Year Ended For the Current: Federal $ 228,347 $ 304 Deferred: Federal 8,663 — Total benefit 237,010 304 Valuation allowance (237,010 ) (304 ) Total provision for income taxes $ — $ — For the year ended December 31, 2021 and the period from June 19, 2020 (Inception) through December 31, 2020, the Company had U.S. federal net operating loss carryovers (“NOLs”) available to offset future taxable income of $1,087,367 and $1,448, respectively. In accordance with Section 382 of the Internal Revenue Code, deductibility of any of the Company’s future NOLs may be subject to an annual limitation in the event of a change in control as defined under the regulations. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management determined that a valuation allowance was required. A reconciliation of the federal income tax rate to the Company’s effective income tax rate for the year ended December 31, 2021 and for the period from June 19, 2020 (Inception) through December 31, 2020 is as follows: Year Ended from Benefit for income taxes at federal statutory rate 21.0 % 21.0 % Offering costs associated with warrants recorded as a liability (0.4 )% — Transaction costs not tax deductible (7.0 )% — Change in fair value of warrants (10.2 )% Valuation allowance (3.4 )% (21.0 )% Effective income tax rate 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination. The Company’s tax returns since inception remain open and subject to examination. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019, and 2020 to the five prior years, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent, and allows businesses to immediately expense the full cost of Qualified Improvement Property, retroactive to tax years beginning on or after January 1, 2018. The Company does not believe that the CARES Act will have a significant impact on the Company’s financial position or statement of operations. |
Intangibles Assets
Intangibles Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Intangibles Assets [Line Items] | ||
INTANGIBLES ASSETS | 4. INTANGIBLE ASSETS Intangible assets as of June 30, 2022, and December 31, 2021, consisted of the following: (in thousands) As of June 30, 2022 Useful Life Gross Accumulated Net Website development 3 years $ 297 $ 118 $ 179 Talent acquisition 2 - 3 years 1,022 350 672 Intangible assets, net $ 1,319 $ 468 $ 851 (in thousands) As of December 31, 2021 Useful Life Gross Accumulated Net Website development 3 years $ 211 $ 75 $ 136 Talent acquisition 2 - 3 years 1,653 1,051 602 Intangible assets, net $ 1,864 $ 1,126 $ 738 Amortization expense totaled $0.2 million and $0.3 million for the six months ended June 30, 2022 and 2021, respectively. The following table presents the estimated future amortization of intangible assets (in thousands): Years ending December 31, (in thousands) 2022 (remainder) $ 262 2023 358 2024 213 2025 18 Total future amortization of amortizable intangible assets $ 851 | 4. INTANGIBLES ASSETS Intangible assets as of December 31, 2021 and 2020 consisted of the following: (in thousands) Gross Accumulated Net As of December 31, 2021 Website development 3 years $ 211 $ 75 $ 136 Talent acquisition 2 – 3 years 1,653 1,051 602 Intangible assets, net $ 1,864 $ 1,126 $ 738 (in thousands) Gross Accumulated Net As of December 31, 2020 Website development 3 years $ 123 $ 15 $ 108 Talent acquisition 2 years 901 572 329 Intangible assets, net $ 1,024 $ 587 $ 437 Amortization expense totaled $0.5 million and $0.5 million for the years ended December 31, 2021 and 2020, respectively. The following table presents the estimated future amortization of intangible assets (in thousands): (in thousands) Years ending December 31, 2022 $ 379 2023 265 2024 94 Total future amortization of amortizable intangible assets $ 738 |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt [Line Items] | ||
DEBT | 5. DEBT Debt as of June 30, 2022, and December 31, 2021, consisted of the following: (in thousands) As of June 30, 2022 Unpaid Unamortized Long- Issuance Net Carrying 2022 B. Riley bridge loan $ 20,342 $ 20,342 $ — $ — $ 20,342 2021 Cox convertible promissory note 15,000 — 15,000 — 15,000 2021 Convertible promissory notes 675 175 500 — 675 2020 Secured convertible promissory note 55,000 — 55,000 (267 ) 54,733 2020 Convertible promissory notes 2,525 2,525 — — 2,525 2020 PPP loan 1,123 1,123 — — 1,123 Other loans — — — — — Total principal amount outstanding $ 94,665 $ 24,165 $ 70,500 $ (267 ) $ 94,398 (in thousands) As of December 31, 2021 Unpaid Unamortized Long- Issuance Net 2021 Cox convertible promissory note $ 15,000 $ — $ 15,000 $ — $ 15,000 2021 Convertible promissory notes 675 — 675 — 675 2020 Secured convertible promissory note 55,000 — 55,000 (358 ) 54,642 2020 Convertible promissory notes 2,525 2,025 500 — 2,525 2020 PPP loan 1,123 1,123 — — 1,123 Other loans 37 — 37 37 — Total principal amount outstanding $ 74,360 $ 3,148 $ 71,212 $ (358 ) $ 74,002 As of June 30, 2022, long-term debt maturities for the next five years and thereafter are as follows (in thousands): Future Maturities (in thousands) Years ending December 31, Non- Convertible Total 2022 (remainder) $ 21,465 $ 2,025 $ 23,490 2023 — 71,175 71,175 2024 2025 2026 Thereafter — — — $ 21,465 $ 73,200 $ 94,665 2022 B. Riley Term Loan In March 2022, the Company entered into a Bridge Loan Agreement with B. Riley Commercial Capital, LLC (“B. Riley Lender”), an affiliate of B. Riley 150, pursuant to which the Company received a term loan in the amount of $10.0 million in a single advance (“Initial Term Loan”). Upon receipt of a borrowing notice from the Company to B. Riley Lender, B. Riley Lender will issue the Company a second advance of $10.0 million (“Final Term Loan”). The maturity date is the closing date of the Merger Agreement. In the event that the Merger Agreement is terminated without completion of the business combination, the 2022 B. Riley Term Loan will become a secured convertible promissory note on substantially the same terms as the existing 2021 Cox Convertible Promissory Notes further discussed below, in an aggregate principal amount equal to the outstanding principal balance, including capitalized interest, and the unpaid accrued interest on the 2022 B. Riley Term Loan on such date. The Company drew the $10 million Initial Term Loan in March 2022, and drew the Final Term Loan in April 2022. The 2022 B. Riley Term Loan accrues interest at a rate of 7.00% per annum, compounded quarterly, with such interest accrued on the last business day of each calendar quarter, and shall be paid in cash on the maturity date and is secured against substantially all assets of the Company. The 2022 B. Riley Term Loan was paid in full at the closing of the Merger with B. Riley 150 on July 19, 2022. Refer to Note 12, Subsequent Events The 2022 B. Riley Term Loan is recorded as short-term debt. 2021 Cox Convertible Promissory Notes In August 2021, the Company entered into an agreement with Cox Investment Holdings, Inc. (“Cox”) to which the Company sold convertible promissory notes totaling $10.0 million. The maturity date is the earliest of (a) December 15, 2023, (b) the consummation of an initial public offering, (c) the merger of the Company with another entity, (d) a transaction pursuant to which more than 50% of the Company’s equity securities come to be owned by an unrelated third party, (e) a sale of all or substantially all of the assets of the Company, or (f) the consummation of a private round of equity financing resulting in aggregate gross proceeds to the Company of at least $15.0 million (“Cox Qualified Financing”). In addition, Cox exercised its right to purchase an additional $5.0 million in Cox Convertible Promissory Notes in October 2021. The convertible promissory notes are convertible, at the investor’s election, into shares of common stock or shares of the series or class of capital stock most recently sold in a Cox Qualified Financing consummated prior to such time. The conversion price is equal to the lesser of (a) the imputed pre-money minus divided by as-exercised, as-converted, The 2021 Cox Convertible Promissory Notes, which cannot be prepaid without consent of the holder, bear interest at a rate of 10.00% per annum and are secured against substantially all assets of the Company. The Company evaluated the embedded conversion feature in accordance with ASC 815 and determined that embedded conversion feature did not meet the definition of a derivative and therefore did not account for it as a separate derivative liability. The 2021 Cox Convertible Promissory Notes converted into Company common stock upon the closing of the Merger with B. Riley 150 on July 19, 2022, under its original contractual terms with no gain/loss recognized in accordance with the Company’s adoption of ASU 2020-06. Subsequent Events The 2021 Cox Convertible Promissory Notes is recorded as long-term debt. 2021 Convertible Promissory Notes In June and August 2021, the Company entered into Convertible Promissory Note agreements with accredited investors pursuant to which the Company sold Promissory Notes totaling $0.7 million. For each note issued, the maturity date is the second anniversary of the date of the Purchase Agreement. The conversion price is equal to 90% of the price per share sold in a Preferred Stock Financing, provided the price is subject to adjustment in the event the Company’s enterprise value is greater than $250.0 million on that date. The 2021 Convertible Promissory Notes, which cannot be prepaid without consent of the holder, bear interest at a rate of 4.00% per annum and are subordinate and junior in right of payment to any Senior Indebtedness of the Company. The Company evaluated the embedded conversion feature in accordance with ASC 815 and determined that embedded conversion feature did not meet the definition of a derivative and therefore did not account for it as a separate derivative liability. The 2021 Convertible Promissory Notes converted into Company common stock upon the closing of the Merger with B. Riley 150 on July 19, 2022, under its original contractual terms with no gain/loss recognized in accordance with the Company’s adoption of ASU 2020-06. Subsequent Events The 2021 Convertible Promissory Notes are recorded as short- term and long-term debts based on the maturity dates. 2020 Secured Convertible Note Purchase Agreements and Secured Convertible Promissory Notes In December 2020, the Company entered into a Secured Convertible Note Purchase Agreement as amended on February 22, 2021, April 23, 2021, and August 16, 2021 (together, the “Purchase Agreement”) with CPH Phase II SPV L.P. and CPH Phase III SVP L.P., accredited investors, (collectively referred to as “CPH Noteholders”) pursuant to which the Company agreed to sell Secured Convertible Promissory Notes (the “CPH Notes”), for a total of up to $91.7 million, to the investors. The Company issued Secured Convertible Promissory Notes to the investors for a total of $55.0 million. In October 2021, the Company entered into an agreement with the CPH Noteholders, for the settlement of the accrued interest on the CPH Notes and the settlement of the purchaser’s right, but not obligation, to purchase additional Notes from the Company for up to $36.7 million expiring in June 2022 (“CPH Right”). The CPH Right has an anti-dilution feature and survives beyond a change-in-control Subsequent Events For each note issued under the Purchase Agreement, the maturity date is the earlier of December 15, 2023, of either (i) an initial public offering, (ii) a transaction or series of related transactions pursuant to which more than 50% of the Company’s equity securities come to be owned by an unrelated third party or (iii) the sale of all or substantially all of the assets of the Company (a “Liquidity Event”). The Notes are convertible, at the investor’s election, into shares of common stock or shares of the series or class of capital stock (“Conversion Shares”) sold in a private round of equity financing consummated after January 1, 2021, that result in gross proceeds of at least $15.0 million (a “CPH Qualified Financing”). The conversion price is equal to the imputed pre-money divided by as-exercised, as-converted, The Company may prepay the Notes in whole or in part at any time without penalty, provided the investor has the right to utilize the proceeds to purchase the Conversion Shares at the conversion price prior to the maturity date. The Notes bear interest at 10.00% per annum and are secured against substantially all of assets of the Company. The Company evaluated the embedded conversion feature in accordance with ASC 815 and determined that embedded conversion feature did not meet the definition of a derivative and therefore did not account for it as a separate derivative liability. The Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note converted into Company common stock upon the closing of the Merger with B. Riley 150 on July 19, 2022, under the Merger Agreement terms and will be accounted for as extinguishment of debt, with an expected loss of approximately $112.9 million to be recognized in the third quarter of 2022. Refer to Note 12, Subsequent Events The 2020 Secured Convertible Promissory Note is recorded as long-term debt, net of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings. 2020 Convertible Promissory Notes In March — June 2020, the Company entered into Convertible Promissory Note agreements with accredited investors pursuant to which the Company sold Promissory Notes totaling $2.5 million. Subsequent to the execution of the Merger Agreement, in November and December 2021, the Company entered into consent letters with each of the 2020 Convertible Promissory Note Holders wherein each note will be converted into a number of shares of the Company’s common stock immediately prior to the Merger. The conversion price will be equal to $250.0 million or $200.0 million divided by as-exercised, as-converted, The 2020 Convertible Promissory Notes, which cannot be prepaid without consent of the holder, bear interest at a rate of 4.00% per annum and are subordinate and junior in right of payment to any Senior Indebtedness of the Company. The 2020 Convertible Promissory Notes, excluding HODL SPV I, LP, converted into Company common stock upon the closing of the Merger with B. Riley 150 on July 19, 2022, under the Merger Agreement terms and accounted for as extinguishment of debt, with an expected loss of approximately $2.4 million to be recognized in the third quarter of 2022. HODL SPV I, LP Note converted into Company common stock upon the closing of the Merger with B. Riley 150 on July 19, 2022, under its original contractual terms with no gain/loss recognized in accordance with the Company’s adoption of ASU 2020-06. Subsequent Events The Company evaluated the embedded conversion feature in accordance with ASC 815 and determined that embedded conversion feature did not meet the definition of a derivative and therefore did not account for it as a separate derivative liability. The 2020 Convertible Promissory Notes are recorded as short-term debt. 2020 Paycheck Protection Program Loan (“PPP Loan”) In May 2020, the Company entered into a Promissory Note dated May 4, 2020 (the “PPP Loan”) with Harvest Small Business Finance, LLC (“Harvest”), pursuant to which Harvest agreed to make a loan to the Company under the Paycheck Protection Program offered by the U.S. Small Business Administration in a principal amount of $1.1 million pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves, rent, utilities, and interest on certain other outstanding debt. Under the terms of the PPP Loan, the Company may be eligible for full or partial loan forgiveness; however, no assurance is provided that the Company will apply for, or obtain forgiveness for, any portion of the SBA Loan. The Company will be required to make principal and interest payments in monthly installments, beginning ten months after the last day of the covered period, on the balance that is not forgiven. The loan matures in May 2022 and bears interest at a rate of 1.00% per annum. The Company paid back the loan with the proceeds of the Merger with B. Riley 150 on July 19, 2022. Refer to Note 12, Subsequent Events Fair Value of Debt The Company’s debt is not measured at fair value on a recurring basis. The Company estimates the fair value of all debt instruments using commonly accepted valuation methodologies and inputs that are not directly observable. As such, all debt instruments are categorized as Level 3. The amount of the fair value is materially the same as carrying value, primarily due to near term maturity dates or recent issuance dates. Interest Expense Interest expense for the six months ended June 30, 2022 was $4.0 million, comprised of $3.9 million of contractual interest expense and $0.1 million of amortization of debt issuance costs. | 6. DEBT Debt as of December 31, 2021 and 2020 consisted of the following: (in thousands) December 31, December 31, 2021 Cox convertible promissory note $ 15,000 $ — 2021 Convertible promissory notes 675 — 2020 Secured convertible promissory note 55,000 30,000 2020 Convertible promissory notes 2,525 2,525 2020 PPP loan 1,123 1,123 Related party loans — 496 Other loans 37 — Total principal amount outstanding 74,360 34,144 Less: Short-term debt (3,148 ) (2,910 ) Less: Unamortized debt issuance costs (358 ) (251 ) Long-term debt, net $ 70,854 $ 30,983 As of December 31, 2021, long-term debt maturities for the next five years and thereafter are as follows (in thousands): (in thousands) Years ending December 31, 2022 $ 3,148 2023 71,175 2024 — 2025 — 2026 — Thereafter 37 $ 74,360 2021 Cox Convertible Promissory Notes In August 2021, the Company entered into an agreement with Cox Investment Holdings, Inc. (“Cox”) to which the Company sold convertible promissory notes totaling $10.0 million. The maturity date is the earliest of (a) December 15, 2023, (b) the consummation of an initial public offering, (c) the merger of the Company with another entity, (d) a transaction pursuant to which more than 50% of the Company’s equity securities come to be owned by an unrelated third party, (e) a sale of all or substantially all of the assets of the Company, or (f) the consummation of a private round of equity financing resulting in aggregate gross proceeds to the Company of at least $15.0 million (“Cox Qualified Financing”). In addition, Cox has the right to purchase additional convertible promissory notes from the Company in the aggregate principal amount of $5.0 million, which right will expire two business days after Cox receives an audit report from the Company. Cox exercised this right and purchased an additional $5.0 million in Cox Convertible Promissory Notes in October 2021. The convertible promissory notes are convertible, at the investor’s election, into shares of common stock or shares of the series or class of capital stock most recently sold in a Cox Qualified Financing consummated prior to such time. The conversion price is equal to the lesser of (a) the imputed pre-money as-exercised, as-converted, The 2021 Cox Convertible Promissory Notes, which cannot be prepaid without consent of the holder, bear interest at a rate of 10.00% per annum and are secured against substantially all assets of the Company. The Company evaluated the embedded conversion feature in accordance with ASC 815 and determined that embedded conversion feature did not meet the definition of a derivative and therefore did not account for it as a separate derivative liability. 2021 Convertible Promissory Note In June and August 2021, the Company entered into Convertible Promissory Note agreements with accredited investors pursuant to which the Company sold Promissory Notes totaling $0.7 million. For each note issued, the maturity date is the second anniversary of the date of the Purchase Agreement. The conversion price is equal to 90% of the price per share sold in a Preferred Stock Financing, provided the price is subject to adjustment in the event the Company’s enterprise value is greater than $250.0 million on that date. The 2021 Convertible Promissory Notes, which cannot be prepaid without consent of the holder, bear interest at a rate of 4.00% per annum and are subordinate and junior in right of payment to any Senior Indebtedness of the Company. The Company evaluated the embedded conversion feature in accordance with ASC 815 and determined that embedded conversion feature did not meet the definition of a derivative and therefore did not account for it as a separate derivative liability. The 2021 Convertible Promissory Notes are recorded as long-term debt. 2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note In December 2020, the Company entered into a Secured Convertible Note Purchase Agreement as amended on February 22, 2021, April 23, 2021, and August 16, 2021 (together, the “Purchase Agreement”) with CPH Phase II SPV L.P. and CPH Phase III SVP L.P., accredited investors, (collectively referred to as “CPH Noteholders”) pursuant to which the Company agreed to sell Secured Convertible Promissory Notes (the “CPH Notes”), for a total of up to $91.7 million, to the investors. The Company issued Secured Convertible Promissory Notes to the investors for a total of $55.0 million. In October 2021, the Company entered into an agreement with the CPH Noteholders, for the settlement of the accrued interest on the CPH Notes and the settlement of the purchaser’s right, but not obligation, to purchase additional Notes from the Company for up to $36.7 million expiring in June 2022 (“CPH Right”). The CPH Right has an anti-dilution feature and survives beyond a change-in-control For each note issued under the Purchase Agreement, the maturity date is the earlier of December 15, 2023 or either (i) an initial public offering, (ii) a transaction or series of related transactions pursuant to which more than 50% of the Company’s equity securities come to be owned by an unrelated third party or (iii) the sale of all or substantially all of the assets of the Company (a “Liquidity Event”). The Notes are convertible, at the investor’s election, into shares of common stock or shares of the series or class of capital stock (“Conversion Shares”) sold in a private round of equity financing consummated after January 1, 2021 that result in gross proceeds of at least $15.0 million (a “CPH Qualified Financing”). The conversion price is equal to the imputed pre-money as-exercised, as-converted, The Company may prepay the Notes in whole or in part at any time without penalty, provided the investor has the right to utilize the proceeds to purchase the Conversion Shares at the conversion price prior to the maturity date. The Notes bear interest at 10.00% per annum and are secured against substantially all of assets of the Company. The Company evaluated the embedded conversion feature in accordance with ASC 815 and determined that embedded conversion feature did not meet the definition of a derivative and therefore did not account for it as a separate derivative liability. The 2020 Secured Convertible Promissory Note is recorded as long-term debt, net of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings. 2020 Convertible Promissory Notes In March — June 2020, the Company entered into Convertible Promissory Note agreements with accredited investors pursuant to which the Company sold Promissory Notes totaling $2.5 million. Subsequent to the execution of the Merger Agreement, in November and December 2021, the Company entered into consent letters with each of the 2020 Convertible Promissory Note Holders wherein each note will be converted into a number of shares of the Company’s common stock immediately prior to the merger. The conversion price will be equal to $250.0 million or $200.0 million divided by the total number of shares of capital stock of the Company issued and outstanding, calculated on an as-exercised, as-converted, The 2020 Convertible Promissory Notes, which cannot be prepaid without consent of the holder, bear interest at a rate of 4.00% per annum and are subordinate and junior in right of payment to any Senior Indebtedness of the Company. The Company evaluated the embedded conversion feature in accordance with ASC 815 and determined that embedded conversion feature did not meet the definition of a derivative and therefore did not account for it as a separate derivative liability.The 2020 Convertible Promissory Notes are recorded as short-term debt. 2020 Paycheck Protection Program Loan (“PPP Loan”) In May 2020, the Company entered into a Promissory Note dated May 4, 2020 (the “PPP Note”) with Harvest Small Business Finance, LLC (“Harvest”), pursuant to which Harvest agreed to make a loan to the Company under the Paycheck Protection Program offered by the U.S. Small Business Administration in a principal amount of $1.1 million pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves, rent, utilities, and interest on certain other outstanding debt. Under the terms of the PPP Loan, the Company may be eligible for full or partial loan forgiveness; however, no assurance is provided that the Company will apply for, or obtain forgiveness for, any portion of the PPP Loan. We will be required to make principal and interest payments in monthly installments, beginning ten months after the last day of the covered period, on the balance that is not forgiven. We may apply for forgiveness until the maturity date of the loan, which is two years from initial disbursement. We continue to contemplate applying for forgiveness under the terms of the loan. The loan matures in May 2022 and bears interest at a rate of 1.00% per annum. The PPP Loan is recorded as short-term debt. 2019 Term Loan Facility (“Term Loan”) In October 2019, the Company entered into a Term Loan agreement with Bridging Financing Inc. (“Bridging”), pursuant to which Bridging agreed to make a loan to the Company in the amount of 30.0 million Canadian dollars (the “Loan”). The Loan was to mature on the earlier of (i) 24 months following the closing date or (ii) a date one day prior to the maturity of any of convertible notes outstanding. Interest on the Loan accrued at a rate equal to the Bank of Nova Scotia Prime plus 4.05%, per annum. The loan is subject to a financial covenant, whereby, as of the last day of the fiscal quarter, we were required to maintain a minimum balance of cash in a deposit account, for the immediately prior 12 calendar months. We were not in compliance with this covenant for certain periods of 2020 and 2019; however, noncompliance did not result in any event of default or financial penalty with the lender. The Term Loan was fully paid in 2020 upon issuance and sale of the 2020 Secured Convertible Promissory Note. The Company issued $0.1 million in common stock to Bridging to pay down the interest. Refer to Note 7 below. As a result, we wrote off the related unamortized discount and issuance costs, which were included in interest expense. Fair Value of Debt The Company’s debt is not measured at fair value on a recurring basis. The Company estimates the fair value of all debt instruments using commonly accepted valuation methodologies and inputs that are not directly observable. As such, all debt instruments are categorized as Level 3. The amount of the fair value is materially the same as carrying value, primarily due to near term maturity dates or recent issuance dates. |
Stock Compensation Expense
Stock Compensation Expense | 6 Months Ended |
Jun. 30, 2022 | |
Stock Compensation Expense [Line Items] | |
STOCK COMPENSATION EXPENSE | 7. STOCK COMPENSATION EXPENSE Stock-based compensation expense for the periods presented was comprised of the following, which were included in general and administrative expenses within the condensed consolidated statement of operations: (in thousands) For the six months 2022 2021 Stock-Based Stock-Based Stock options $ 118 $ — Restricted stock awards 2,541 — Total stock–based compensation expense $ 2,659 $ — In addition, approximately $41,105 has been included in cost of revenues for the six months ended June 30, 2022 and 2021, respectively, for stock-based compensation expense related to the services provided by Commerce Media Holdings, LLC. Compensation costs related to Commerce Media Holdings, LLC of $0.1 million and $0.2 million were capitalized and are included in prepaid expenses and other assets as of June 30, 2022 and 2021, respectively. |
Litigation
Litigation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Litigation [Line Items] | ||
LITIGATION | 9. LITIGATION From time to time, in the normal course of operations, the Company is subject to litigation matters and claims, including claims relating to employee relations and business practices. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity, or results of operations. On August 12, 2020, Greg Selkoe, President of the Company until May 2020, filed suit against the Company for severance and sums related to his termination from the Company, which was initiated in January 2020. The Company and Mr. Selkoe reached a settlement, including a severance payment to Mr. Selkoe and forfeiture by Mr. Selkoe of the entirety of his stock options. The Company accrued $3.2 million for the year ended December 31, 2020. The Company paid $2.9 million of the severance payments to Mr. Selkoe in 2021. In May 2022, the Company made a payment of $0.3 million for the remainder of the balance. On September 14, 2020, Adam Salman of Adult Use Holdings, Inc. and Igor Gimelshtein of Zola Ventures Ltd., claimed that the Company owes approximately $2.5 million to Salman and Gimelshtein in connection with alleged funding to the Company of $30.0 million by Bridging Finance Group. The Company has denied any liability in connection with this claim and has agreed to arbitrate the dispute, which is ongoing. The Company does not believe a material loss is probable at this time. As result, the Company has not recorded a reserve with respect to this litigation. On December 7, 2020, the Company filed an arbitration demand against its former Chief Legal Officer, Phillip Gordon (“Gordon”), alleging claims for fraud, breach of fiduciary duty, breach of duty of loyalty, and breach of employment agreement. The Company terminated Gordon effective as of December 5, 2020, based on the results of an internal investigation. Gordon has denied that the Company had cause to terminate him and filed counterclaims seeking payment of severance under his employment agreement in the total amount of $3.0 million, plus On May 21, 2021, Alissa Violet Marie Butler filed suit in the Superior Court of the State of California for the County of Los Angeles against FaZe Clan Inc., Dentons US LLP, and Wilson Sonsini Goodrich & Rosati, P.C. Ms. Butler alleges that she is entitled to shares of the Company’s stock. Subsequent to December 31, 2021, the Company has reached a preliminary settlement with Ms. Butler for a total of $0.8 million payable in a combination of cash and common stock to settle Ms. Butler’s claim. The Company recorded a legal accrual for $0.8 million as of December 31, 2021. The Company paid $0.1 million in cash and $0.3 million in common stock in April 2022, with the remainder to be paid out in 2022. In 2021, the Company was made aware of a claim from Treschow-Fritzoe AS that the Company repaid the wrong party for certain funds received by the Company in 2017 and recorded a legal accrual of $1.2 million as of December 31, 2020. In October 2021, the Company entered into a settlement agreement with Treschow-Fritzoe AS and adjusted its legal accrual to $0.8 million as of December 31, 2021. The Company paid $0.8 million in April 2022 | 11. LITIGATION From time to time, in the normal course of operations, the Company is subject to litigation matters and claims, including claims relating to employee relations and business practices. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations. On January 7, 2020, Michael Stang Treschow, a member of the Company’s Board, brought a lawsuit against the Company seeking advancement of funds relating to a lawsuit between Mr. Treschow and Hubrick Limited. Mr. Treschow claims that he is entitled to have the Company advance his attorneys’ fees pursuant to the Company’s indemnification obligations. The Company accrued $1.1 million as of December 31, 2020. This was subsequently paid off in June 2021. In January 28, 2020, Crashfund, LLC, brought a lawsuit against the Company claiming to be a shareholder in Wanderset and the Company via an alleged merger. The Company accrued $1.0 million as of the year ended December 31, 2020. This was subsequently paid off in March and April of 2021. On May 12, 2020, Richard G. Bengtson II, one of the founders of FaZe Clan LLC, sent a demand letter to the Company asserting his entitlement to 20% of the equity of the Company that was allegedly wrongfully issued to another party. On July 19, 2021, the Company entered into a Settlement and Release Agreement with Mr. Bengtson, whereby Mr. Bengtson agreed to the cancellation of a portion of the outstanding stock options previously issued to him and to release any actions, claims, damages, judgments or agreements arising out of his relationship with the Company in exchange for an issuance of 1,000,000 shares of the Company’s common stock to him. The Company recorded a legal accrual for $0.7 million as of December 31, 2020. The Company issued the shares of Company stock to Mr. Bengtson in July 2021. On August 12, 2020, Greg Selkoe, President of the Company until May 2020, filed suit against the Company for severance and sums related to his termination from the Company, which was initiated in January 2020. The Company and Mr. Selkoe reached a settlement, including a severance payment to Mr. Selkoe and forfeiture by Mr. Selkoe of the entirety of his stock options. The Company accrued $3.2 million for the year ended December 31, 2020. The Company paid $2.9 million of the severance payment to Mr. Selkoe in 2021, with the remainder to be paid out in 2022. On September 14, 2020, Adam Salman of Adult Use Holdings, Inc. and Igor Gimelshtein of Zola Ventures Ltd., claimed that the Company owes approximately $2.5 million to Salman and Gimelshtein in connection with alleged funding to the Company of $30.0 million by Bridging Finance Group. The Company has denied any liability in connection with this claim and has agreed to arbitrate the dispute, which is ongoing. The Company does not believe a material loss is probable at this time. As result, the Company has not recorded a reserve with respect to this litigation. On December 7, 2020, the Company filed an arbitration demand against its former Chief Legal Officer, Phillip Gordon (“Gordon”), alleging claims for fraud, breach of fiduciary duty, breach of duty of loyalty, and breach of employment agreement. The Company terminated Gordon effective as of December 5, 2020 based on the results of an internal investigation. Gordon has denied that the Company had cause to terminate him and filed counterclaims seeking payment of severance under his employment agreement in the total amount of $3.0 million, plus payment of $0.5 million in bonus compensation. Subsequent to December 31, 2021, as a result of arbitration proceedings, the Company has entered into a settlement agreement whereby Gordon agreed to the cancellation of 90,000 of the 790,000 outstanding stock options previously issued to him and to release any actions, claims, damages, judgments or agreements arising out of his relationship with the Company in exchange for $1.9 million in cash. The Company recorded a legal accrual for $1.9 million as of December 31, 2021. On May 21, 2021, Alissa Violet Marie Butler filed suit in the Superior Court of the State of California for the County of Los Angeles against FaZe Clan Inc., Dentons US LLP, and Wilson Sonsini Goodrich & Rosati, P.C. Ms. Butler alleges that she is entitled to shares of the Company’s stock. Subsequent to December 31, 2021, the Company has reached a preliminary settlement with Ms. Butler for a total of $0.8 million payable in a combination of cash and common stock to settle Ms. Butler’s claim. The Company recorded a legal accrual for $0.8 million as of December 31, 2021. In 2021, the Company was made aware of a claim from Treschow-Fritzoe AS that the Company repaid the wrong party for certain funds received by the Company in 2017 and recorded a legal accrual of $1.2 million as of December 31, 2020. In October 2021, the Company entered into a settlement agreement with Treschow-Fritzoe AS and adjusted its legal accrual to $0.8 million as of December 31, 2021. The $0.8 million will be paid off no later than April 1, 2022. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable and Accrued Expenses [Line Items] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses as of December 31, 2021 and 2020 consisted of the following: (in thousands) December 31, December 31, Accounts payable $ 7,976 $ 4,314 Accrued legal settlements 3,745 7,152 Accrued interest payable 5,517 195 Accrued transaction costs 3,995 — Other accrued expenses 7,148 2,533 Total accounts payable and accrued expenses $ 28,381 $ 14,194 |
Stock Compensation Expense and
Stock Compensation Expense and Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Stock Compensation Expense and Warrants [Line Items] | |
STOCK COMPENSATION EXPENSE AND WARRANTS | 8. STOCK COMPENSATION EXPENSE AND WARRANTS Stock Options The 2019 Equity Incentive Plan (the “Plan”) was approved by the Board and stockholders of the Company in October 2019. The Plan allows grants of incentive stock options, non-statutory The Board administers the Plan and determines which eligible participants are to receive option grants or stock issuances under the Plan, the times when the grants or issuances are to be made, the number of shares of common stock subject to each grant or issuance, the status of any granted options as either an incentive stock option or a non-statutory twenty The following table contains information about the plan as of December 31, 2021: Awards Awards Awards Amended 2019 Equity Incentive Plan 10,500,000 9,178,745 1,321,255 Stock Option Repricing On July 19, 2021, the Company’s Board of Directors approved a one-time one-time non-cash Stock Options The Company granted stock options to purchase 6,147,702 shares of the Company’s common stock during the year ended December 31, 2021. There were no stock options granted during the year ended December 31, 2020. The Company’s awards are either fully vested at grant date, subject to service vesting conditions or performance conditions (i.e. acceleration upon a change of control). Most awards have vesting periods between one and four years, with various vesting cliffs and ratable vesting thereafter. The exercise period of the options varies, and can be up to twenty years from grant date. Stock options shall have a lock-in The following table summarizes the Company’s stock option activity and related information for the year ended December 31, 2021: Number of Weighted- Weighted- Aggregate of In-the-Money Options outstanding as of December 31, 2020 5,340,000 $ 5.00 18.8 $ — Options granted 6,147,702 0.85 Options exercised (42,184 ) 0.85 Options forfeited (387,421 ) 0.85 Options cancelled (2,420,000 ) 4.97 Options expired (61,999 ) 0.85 Options outstanding as of December 31, 2021 8,576,098 $ 1.23 10.83 $ 138,479 Options vested and exercisable as of December 31, 2021 5,187,624 $ 1.45 11.61 $ 82,470 The weighted-average grant date fair value of stock options granted during the year ended December 31, 2021 was $0.15 per share. The total fair value of options that vested during the year ended December 31, 2021 was $0.3 million. The aggregate intrinsic value of options exercised during the year ended December 31, 2021 was $0.5 million. No options were granted for the year ended December 31, 2020. The compensation cost for options granted in 2021 recognized for the years ended December 31, 2021 and 2020 was $0.4 million and zero, respectively, and are included in general and administrative expense within the consolidated statements of operations. During the year ended December 31, 2021, 42,184 stock options were exercised with $35,856 of cash received. As of December 31, 2021, there was $0.5 million of total unrecognized stock-based compensation related to the nonvested stock options. The cost is expected to be recognized over a weighted-average period of 2.9 years. The weighted-average assumptions utilized to estimate the fair value of options granted are presented in the following table: December 31, Stock price $0.72 Expected term 2.0 – 6.0 Years Volatility 30.0% – 34.0% Risk-free interest rate 0.21% – 0.84% Dividend yield 0.0% Restricted Stock Awards The Company has granted 625,114 shares of time-based restricted stock awards during the year ended December 31, 2021. Restricted stock awards generally vest over a period of two years. The following table summarizes the Company’s restricted stock award activity and related information for the year ended December 31, 2021. Number of Weighted- Nonvested restricted stock awards as of December 31, 2020 — $ — Granted 625,114 13.22 Vested 22,467 13.68 Forfeited — — Nonvested restricted stock awards as of December 31, 2021 602,647 $ 13.20 The fair value of a restricted stock award is determined based on the number of shares granted and the fair value of the Company’s common stock on the date issued. As of December 31, 2021, there was $7.3 million of unrecognized compensation cost related to nonvested restricted stock awards. This amount is expected to be recognized on a straight-line basis over the remaining vesting period of 1.8 years. Non-employee The Company did not issue any warrants for the year ended December 31, 2021. During the year ended December 31, 2020, the Company issued warrants to purchase 36,202 shares of common stock to non-employees nine The following table summarizes warrant activity for the years ended December 31, 2021 and 2020: Common Warrants outstanding as of January 1, 2020 618,631 Warrants granted and vested 36,202 Warrants outstanding as of December 31, 2020 654,833 Warrants granted and vested — Warrants outstanding as of December 31, 2021 654,833 The weighted-average exercise price and weighted-average grant date fair value of the warrants granted by the Company were as follows: For the Year Ended Weighted- Weighted- Common Stock Warrants – Non-employees $ 0.01 $ 0.53 The weighted-average assumptions utilized to estimate the fair value of the common stock warrants granted are presented in the following table: December 31, Stock price $0.53 Expected term 4 Years Volatility 228.6% Risk-free interest rate 1.9% Dividend yield 0.0% Stock Compensation Expense Stock-based compensation expense for the periods presented was comprised of the following, which were included in general and administrative expenses within the consolidated statement of operations: (in thousands) December 31, 2021 December 31, 2020 Stock-Based Stock-Based Stock options $ 695 $ — Restricted stock awards 942 — Common stock warrants – Non-employee — 20 Total stock – based compensation expense $ 1,637 $ 20 Tax benefit related to stock based compensation expense $ — $ — Tax benefit realized from stock options exercised $ — $ — In addition, $82,892 and $83,119 were included in cost of revenues for the years ended December 31, 2021 and 2020, respectively, for stock-based compensation expense recognized related to the services provided by Commerce Media Holdings, LLC. Additionally, compensation costs related to Commerce Media Holdings, LLC of $0.2 million and $0.2 million were capitalized and included in prepaid expenses and other assets as of December 31, 2021 and 2020, respectively. |
401(K) Plan
401(K) Plan | 12 Months Ended |
Dec. 31, 2021 | |
401(K) Plan [Line Items] | |
401(K) PLAN | 10. 401(K) PLAN Our eligible employees participate in a company-sponsored 401(k) plan. Under the plan, we provide matching contributions to employees of up to 4% of their eligible earnings. All matching contributions vest immediately. During the years ended December 31, 2021 and 2020, we made contributions of $0.6 million and $0.3 million to the 401(k) plan, respectively. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Going Concern [Line Items] | |
GOING CONCERN | 14. GOING CONCERN As of December 31, 2021, the Company had cash of $17.0 million and an accumulated deficit of $112.4 million. During the year ended December 31, 2021, the Company used net cash in operating activities of $25.2 million. The Company has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of these consolidated financial statements. The Company’s primary source of operating funds since inception has been cash proceeds from debt and equity financing transactions. The ability of the Company to continue as a going concern is dependent upon its ability to generate sufficient revenue and its ability to raise additional funds by way of its debt and equity financing efforts. Subsequent to December 31, 2021, the Company entered into an agreement for additional financing of up to $20.0 million (See Note 15, Subsequent Events The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on management’s further implementation of the Company’s on-going on-going |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Line Items] | ||
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS In preparing the unaudited condensed consolidated financial statements, the Company has evaluated subsequent events through August 15, 2022 Claims See claims as described in Note 9, Litigation The Merger On the Closing Date, the stockholders of B. Riley 150 approved the Merger. As a result of the Merger, the securityholders of the Company became security holders of B. Riley 150, with B. Riley 150 renamed as “FaZe Holdings Inc.” (the “New Faze”). Additionally, B. Riley 150’s class B common stock was converted into B. Riley 150’s class A common stock and B. Riley 150’s class A common stock was reclassified as common stock, par value $0.0001 per share of New FaZe (the “New FaZe Common Stock”) on a one-to-one At the effective time of the Merger (the “Effective Time”), a redemption of 15,883,395 shares of B. Riley 150 public shares occurred subsequent to B. Riley 150 stockholders exercising their right to redeem public shares for their pro rata share of the trust account. At the Effective Time, 10,000,000 shares of New FaZe Common Stock at a purchase price of $10.00 per share were sold and issued for an aggregate purchase price of $100.0 million pursuant to the subscription agreements entered in connection with the PIPE investment, including purchases made by the Company PIPE investor, sponsor related PIPE investors, and third-party investors, and inclusive of shares issued to the sponsor pursuant to the backstop commitment under the sponsor support agreement, representing the portion of the PIPE investment not purchased by third-party investors. At the Effective Time, pursuant to the Merger Agreement as amended by the second Merger Agreement amendment, all vested and unvested the Company’s options and unvested the Company’s restricted stock awards were converted into vested and unvested options and restricted stock awards for New FaZe Common Stock at the Closing. 525,782 shares of the Company’s options to the Company’s executives, 1,450,914 shares of the Company options, representing 75% of the unvested the Company’s options outstanding under the Company’s existing incentive plans that remain unvested as of the Effective Time were vested. In addition, 966,326 shares of the New FaZe restricted stock awards at the Closing and at 90 days after the Closing were vested, pursuant to existing contractual terms and amendments to certain restricted stock awards entered into prior to the Closing. At the Effective Time, 1,047,623 shares of the Company’s warrants (including 292,790 shares of preferred stock warrants and 754,833 shares of common stock warrants) were exercised into the Company’s common stock and the Company’s preferred stock, respectively. 3,237,800 shares of the Company’s preferred stock were converted into shares of the Company’s common stock on a one-to-one At the Effective Time, the sponsors agreed that 50% of the founder shares vest immediately and 50% of the founder shares are subject to vesting and forfeiture conditions upon reaching certain VWAP per share during the five-year period beginning 90 days after the Closing Date and ending on the fifth anniversary of the Closing Date. A number of New FaZe Common Stock equal to 6% of the sum of i) the total number of New FaZe Common Stock issued and outstanding as of immediately after the Closing and ii) the total number of shares of New FaZe Common Stock equal to the product of the total number of Net Vested Company Option Shares and the Equity Value Exchange Ratio were issued and will be subject to vesting and forfeiture conditions upon reaching certain VWAP per share during the period commencing 90 days after the Closing Date and ending five years after the Closing Date. At the Effective Time, the Company paid $1.1 million outstanding PPP Loan and the accrued but unpaid interest. The Company also paid the $20.0 million term loan with B. Riley Lender. Both are described in Note 5, Debt The Merger was accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, B. Riley 150 was treated as the acquired company for financial reporting purposes. Accordingly, the business combination was treated as the equivalent of the Company issuing stock for the net assets of B. Riley 150, accompanied by a recapitalization. The net assets of B. Riley 150 were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination is those of the Company. As a result of the Merger, the Company received net cash consideration of $57.8 million. Registration Statement on Form S-1 On July 29, 2022, New Faze filed a registration statement on Form S-1 (the “Registration Statement”) for the registration and offering under the Securities Act of 1933, as amended, of (A) the issuance of shares of New FaZe Common Stock, consisting of (i) shares of common stock issuable upon the exercise of the private placement warrants and (ii) shares of common stock issuable upon the exercise of the public warrants and (B) the resale of (i) up to shares of the New FaZe Common Stock and (ii) up to private placement warrants. Subject to the terms of the applicable agreements, the selling holders may offer, sell, or distribute all or a portion of their shares of New FaZe Common Stock or private placement warrants publicly or through private transactions at prevailing market prices or at negotiated prices. | 15. SUBSEQUENT EVENTS In preparing the audited consolidated financial statements, the Company has evaluated subsequent events through March 14, 2022, which is the date the audited consolidated financial statements were available for issuance. Claims See claims as described in Note 11, Litigation Agreement and Plan of Merger Amendment In March 2022, the Company and B. Riley 150 entered into an amendment to the Merger Agreement. Pursuant to the amendment, among other things, as of the merger effective time, each FaZe vested stock option that is not exercised shall not automatically be converted into shares of Company’s common stock but instead will be converted into vested stock options exercisable into B. Riley 150 common stock as of merger effective time. Each vested stock option shall be treated as an issued and outstanding share of the Company’s common stock for all purposes of the Merger Agreement, calculated on a cashless basis. As a result, the calculation of the Exchange Ratio as defined in the Merger Agreement is not impacted. Financing In March 2022, the Company entered into an agreement for a term loan (“B. Riley Term Loan”) with B. Riley Principal Commercial Capital, LLC, an affiliate of B. Riley 150, allowing the Company to borrow an aggregate principal amount of up to $20 million maturing on the closing date of the Merger Agreement. The interest rate is 7.00% per annum. In the event that the Merger Agreement is terminated, on the date of the termination, in exchange for the B. Riley Term Loan, the Company will issue to the lender a secured convertible promissory note on substantially the same terms as the existing senior secured convertible promissory notes of the Company, in an aggregate principal amount equal to the outstanding principal balance (including capitalized interest) and the unpaid accrued interest of the B. Riley Term Loan on such date. The Company waived the minimum cash condition for closing in the proposed merger with B. Riley 150. The Company drew $10 million upon closing of the B. Riley Term Loan. The Company has evaluated subsequent events through April 27, 2022. Financing The Company drew the final $10 million of the B. Riley Term Loan in April 2022. |
B. Riley Principal 150 Merger Corp.[Member] | ||
Subsequent Events [Line Items] | ||
SUBSEQUENT EVENTS | NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the financial statements were issued. Other than the completion of the Business Combination, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. As a result of and upon the Closing, among other things, the Company issued to stockholders of Legacy FaZe 50,995,637 shares of common stock, par value $0.0001 per share, of New FaZe (“New FaZe Common Stock”) at a deemed per share price of $10.00 (the “Aggregate Equity Value Consideration”), plus 5,312,098 shares of New FaZe Common Stock as earnout consideration (which earnout consideration is subject to forfeiture following the Closing if certain price-based vesting conditions are not met during the five years following the Closing) (the “Aggregate Earnout Consideration”). Immediately prior to the effective time of the Merger (the “Effective Time”), each common stock purchase warrant of Legacy FaZe was exercised in full in accordance with its terms and each preferred stock purchase warrant of Legacy FaZe was exercised in full in accordance with its terms. The outstanding principal and accrued interest upon certain convertible promissory notes of Legacy FaZe (the “FaZe Notes”) was converted prior to the Effective Time into shares of common stock of Legacy FaZe, par value $0.00001 per share (“FaZe common stock”). Each share of Legacy FaZe’s preferred stock that was issued and outstanding as of such time (including the preferred stock issued upon the exercise of preferred stock purchase warrants) automatically converted into FaZe common stock, and the outstanding accrued interest (beginning on February 1, 2022 and ending on the date of Closing (the “Closing Date”)) with respect to the convertible promissory notes issued pursuant to that certain Secured Convertible Note Purchase Agreement, dated as of December 15, 2020, as amended, by and among Legacy FaZe, CPH Phase II SPV LP, and CPH Phase III SPV LP, was paid in full in connection with the Closing. At the Effective Time, each share of FaZe common stock that was issued and outstanding as of immediately prior to the Effective Time (including the FaZe common stock issued upon the exercise of common stock purchase warrants, preferred stock purchase warrants, and the conversion of the FaZe Notes and Legacy FaZe’s preferred stock) was cancelled and converted into the right to receive a portion of the Aggregate Equity Value Consideration equal to the Equity Value Exchange Ratio and a portion of the Aggregate Earnout Consideration equal to the Earnout Exchange Ratio (the “Per Share Merger Consideration”). The “Equity Value Exchange Ratio” is the quotient obtained by dividing 65,000,000 by the fully diluted number of shares of FaZe common stock outstanding immediately prior to the Effective Time (excluding certain shares, as determined in accordance with the Merger Agreement). The “Earnout Exchange Ratio” is the quotient obtained by dividing the Aggregate Earnout Consideration by the fully diluted number of shares of FaZe common stock outstanding immediately prior to the Effective Time (as determined in accordance with the Merger Agreement). At the Effective Time, each restricted stock award outstanding under Legacy FaZe’s existing incentive plans that was outstanding immediately prior to the Effective Time, was converted into a number of shares of New FaZe Common Stock having the same terms and conditions as were applicable to such restricted stock award immediately prior to the Effective Time (each, a “New FaZe Restricted Stock Award”), except that each New FaZe Restricted Stock Award relates to a number of shares of New FaZe Common Stock equal to the Per Share Merger Consideration. Prior to the completion of the Business Combination, FaZe and the holders of outstanding restricted stock awards agreed to amend the vesting schedule of such restricted stock awards to provide that the vesting of 75% of the outstanding FaZe restricted stock awards would accelerate 90 days after the Closing rather than on the Closing Date. At the Effective Time, each stock option outstanding under Legacy FaZe’s existing incentive plans that was outstanding and unexercised immediately prior to the Effective Time was converted into an option relating to New FaZe Common Stock on the same terms and conditions as were applicable to such stock option immediately prior to the Effective Time (each, a “New FaZe Stock Option”), except that (i) such New FaZe Stock Options relate to such number of shares of New FaZe Common Stock (rounded down to the nearest whole share) as is equal to (x) the number of shares of FaZe common stock subject to such stock option immediately prior to the Effective Time multiplied by (y) the Equity Value Exchange Ratio, and (ii) the exercise price per share of such New FaZe Stock Option is equal to the quotient of (x) the exercise price per share of such stock option in effect immediately prior to the Effective Time divided by (y) the Equity Value Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent). Immediately prior to the Effective Time, seventy-five percent (75%) of each discrete individual grant of options outstanding under Legacy FaZe’s existing incentive plans that remained unvested as of the Effective Time automatically and without any required action on the part of the holder thereof, became vested as of the Effective Time. Holders of Legacy FaZe options that were vested as of the Effective Time (after giving effect to the Effective Time) are entitled to receive a number of earn-out Earn-Out In addition, immediately prior to the Effective Time, New FaZe issued an aggregate of 10 million shares of New FaZe Common Stock at a price of $10.00 per share to certain investors (the “PIPE Investors”) for aggregate proceeds of $100 million to the Company (the “PIPE Investment”). At the Closing, out of $118 million previously committed by subscribers pursuant to a series of Subscription Agreements with BRPM dated as of October 24, 2021 (the “Subscription Agreements”), subscribers that committed an aggregate of approximately $71.4 million defaulted on their commitment to purchase shares of Class A common stock. As a result, pursuant to that certain Sponsor Support Agreement, dated as of October 24, 2021 (“Sponsor Support Agreement”), by and among BRPM, the Sponsor, and Legacy FaZe, in which the Sponsor committed to purchase, or cause an affiliate or designee to purchase, that portion of the PIPE Investment not purchased by third-party subscribers to cause the actual PIPE Investment received by BRPM to equal $100 million (including the $20 million PIPE Investment made by an affiliate of the Sponsor), B. Riley Principal Investments, LLC invested approximately $53.4 million in the PIPE Investment. On July 15, 2022, at a special meeting of stockholders (“Special Meeting”), BRPM’s stockholders voted to approve the Business Combination. Prior to the Special Meeting, a total of 15,883,395 shares of Class A common stock were presented for redemption for cash at a price of $10.00 per share. | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through March 7, 2022, the date that the financial statements were issued. The Company did not identify any subsequent events other than what was disclosed above that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies, by Policy (Policies) [Line Items] | ||
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates and assumptions. | Basis of Presentation The accompanying consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and assumptions. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s consolidated financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires the Company 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 consolidated financial statements, and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the condensed consolidated financial statements. The inputs into certain of these estimates and assumptions include the consideration of the economic impact of the COVID-19 | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires the Company 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 consolidated financial statements, and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the consolidated financial statements. The inputs into certain of these estimates and assumptions include the consideration of the economic impact of the COVID-19 |
Cash and Cash Equivalents | Cash The Company considers all highly liquid instruments with an original maturity of 90 days or less at the date of acquisition to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. | |
Income Taxes | Income Taxes We record a tax provision for the anticipated tax consequences of the reported results of operations. In accordance with ASC 740, Income Taxes, Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate deferred tax assets each period for recoverability. For those assets that do not meet the threshold of “more likely than not” that they will be realized in the future, a valuation allowance is recorded. We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense, if applicable income tax returns remain open for examination by applicable authorities, generally three years from filing for federal and four years for state. The Company is not currently under examination by any taxing authority nor has it been notified of an impending examination. | |
Loss Per Common Share | Loss Per Common Share In accordance with the provisions of ASC 260, Earnings Per Share, The results of operations were net losses for the six months ended June 30, 2022 and 2021. Therefore, the basic and diluted weighted-average shares of common stock outstanding were the same for all periods. Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is antidilutive are as follows (in common equivalent shares): Six months ended 2022 2021 Warrants 292,790 292,790 Stock options 8,359,882 5,340,000 Unvested restricted stock awards 1,085,310 Convertible preferred stock 3,237,800 3,237,800 Total potentially dilutive common stock equivalents 12,975,782 8,870,590 | Loss Per Common Share In accordance with the provisions of ASC 260, Earnings Per Share, The results of operations were a net loss for the years ended December 31, 2021 and 2020. Therefore, the basic and diluted weighted-average shares of common stock outstanding were the same for all years. Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is antidilutive are as follows (in common equivalent shares): Years Ended 2021 2020 Warrants $ 292,700 $ 292,700 Stock options 8,576,098 5,340,000 Unvested restricted stock awards 602,647 — Convertible preferred stock 3,237,800 3,237,800 Total potentially dilutive common stock equivalents $ 12,709,245 $ 8,870,500 |
Concentration of Credit Risk | Concentrations of Risks The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). Cash balances at financial institutions are insured by the FDIC up to statutory levels. At times, cash may be uninsured or in deposit accounts that exceed the FDIC insurance limits. Periodically, the Company evaluates the creditworthiness of these financial institutions and has determined that the credit exposure is not significant. The Company grants credit in the normal course of business to its customers. Periodically, the Company reviews past due accounts and makes decisions about future credit on a customer-by-customer The Company had outstanding receivables from three customers that collectively represented 49% of accounts receivable as of December 31, 2021, and two customer that represented 45% of accounts receivable as of December 31, 2020. The Company had revenues from one customer that represented 12% of revenues for the year ended December 31, 2021, and one customer that represented 10% of revenues for the year ended December 31, 2020. For the years ended December 31, 2021 and 2020, one and one vendor accounted for 17% and 20% of the Company’s total purchases, respectively. The Company had outstanding payables to two vendors that represented 30% of accounts payable as of December 31, 2021, and one vendor that represented 23% of accounts payable as of December 31, 2020. The Company had one independent contractor that generated 22% and 16% of our total revenues for the years ended December 31, 2021 and 2020, respectively. | |
Accounting Pronouncements Recently Adopted | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, (Subtopic 470-20) 815-40). In May 2021, the FASB issued ASU 2021-04, 470-50), 815-40): 2021-04 | Accounting Pronouncements Recently Adopted In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 ASU 2018-07 ASU 2018-07 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820). ASU 2018-13 ASU 2018-13 In March 2019, the FASB issued ASU 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials ASU 2019-02 |
Unaudited Interim Condensed Consolidated Financial Information | Unaudited Interim Condensed Consolidated Financial Information The accompanying Condensed Consolidated Balance Sheet as of June 30, 2022, Condensed Consolidated Statements of Operations for the six months ended June 30, 2022 and 2021, Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 and Condensed Consolidated Statements of Stockholders’ Deficit for the six months ended June 30, 2022 and 2021 are unaudited. The financial data and other information contained in the notes thereto as of and for the six months ended June 30, 2022 and 2021 are also unaudited. The Condensed Consolidated Balance Sheet as of December 31, 2021, was derived from the Company’s audited consolidated financial statements incorporated by reference in the Company’s Form 8-K, The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements, and in the opinion of management, reflect all normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of June 30, 2022, the results of its operations for the six months ended June 30, 2022 and 2021, and its cash flows for the six months ended June 30, 2022 and 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020, and the notes thereto. The results for the six months ended June 30, 2022 are not necessarily indicative of results to be expected for the year ended December 31, 2022, or any other interim periods, or any future year or period. The significant accounting policies used in preparation of these unaudited interim condensed consolidated financial statements are consistent with those described in the Company’s audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020. | |
Going Concern | Going Concern The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months through August 2023. The Company has incurred net losses since inception. The Company expects to continue to incur significant operating losses for the foreseeable future. However, based on cash received from the completion of the merger as more fully described in Note 12, Subsequent Events | Going Concern The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. However, we believe that even after taking these actions, we will not have sufficient liquidity to satisfy all of our future financial obligations. The risks and uncertainties surrounding our ability to raise capital and our limited capital resources raises substantial doubt as to our ability to continue as a going concern. See Note 14, “ Going Concern |
COVID-19 | COVID-19 The continuing spread of COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 As COVID-19 COVID-19 | COVID-19 The continuing spread of COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 As COVID-19 COVID-19 |
Content Asset, net | Content Asset, net The Company produces programming content which it plans to broadcast on online video and streaming platforms. Costs of produced content consist of development and production costs. These costs are capitalized as “Content Asset, net” on the condensed consolidated balance sheet. Each title is predominantly monetized on its own. At the specific title level, the Company tests the content asset for impairment when events and circumstances indicate that its fair value may be less than its unamortized cost. If the carrying value of a content asset exceeds its estimated fair value, an impairment charge will be recorded in the amount of the difference. In April 2022, the Company performed an evaluation of the content asset and determined that the underlying programming of the content asset will not be released. In addition, the Company determined that the content asset has no further utility. Accordingly, the Company recorded an impairment loss of $1.1 million to write off the entire carrying value of content asset. As such, the Company has no content asset balance as of June 30, 2022. There were no content assets as of June 30, 2021. The Company’s policy is to amortize the content asset once the content airs. Given that the content was fully written off prior to airing, no amortization expense was recorded for the six months ended June 30, 2022. The Company does not own any purchased or licensed programming content. Exploitation costs such as marketing, advertising, publicity, promotion, and other distribution expenses directly connected with the distribution of the content asset are expensed as incurred. | Content Asset, net The Company produces programming content which it plans to broadcast on online video and streaming platforms. Costs of produced content currently consist of development and production costs. These costs are capitalized as “Content Asset, net” on the consolidated balance sheet. As of the year ended December 31, 2021, all produced content is in production and is not completed. Amortization of the content asset has not begun and will begin once the content airs. The Company does not own any purchased or licensed programming content. The Company will amortize the content asset based on the proportion of revenue recognized from the content asset in the current period to the total forecasted lifetime revenue for the content asset. The Company’s revenue forecast for the content asset will be based on estimated sponsorship revenues. Judgment is required in determining the revenue model and associated amortization, and the Company will review factors that impact the revenue and amortization on an ongoing basis. The Company has not aired its content asset and has not recognized any associated revenue or amortization costs for the year ended December 31, 2021. The Company estimates that most of the revenue and amortization expense will be recognized within the next twelve-month operating cycle. Exploitation costs such as marketing, advertising, publicity, promotion, and other distribution expenses directly connected with the distribution of the content asset are expensed as incurred. At the specific title level, the Company tests the content asset for impairment when events or circumstances indicate that its fair value may be less than its unamortized cost. Each title is predominantly monetized on its own. If the carrying value of a content asset exceeds its estimated fair value, an impairment charge will be recorded in the amount of the difference. No impairment was recognized for the year ended December 31, 2021. There were no content assets as of December 31, 2020. |
Revenue Recognition and Contract Balances | Revenue Recognition and Contract Balances In May 2014, the FASB issued new accounting guidance related to revenue recognition. On January 1, 2019, we adopted the new accounting standard and related amendments using the modified retrospective approach. Based on the Company’s assessment, the adoption of ASC 606, Revenue from Contracts with Customers (“ASC 606”) did not have a material impact to the Company’s condensed consolidated financial statements and there were no material differences between the Company’s adoption of ASC 606 and its historic accounting under ASC 605, Revenue Recognition. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Our payment terms and conditions vary by customer and contract type. In instances where the timing of revenue recognition differs from the timing of invoicing, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for that product or service will be one year or less. We generally record a receivable related to revenue when we have an unconditional right to invoice and receive payment. Contract assets arise from contracts when revenue is recognized over time and the amount of revenue recognized, including our estimate of variable consideration that has been included in the transaction price, exceeds the amount billed to the customer. These amounts are included in contract assets until the right to payment is no longer conditional on events other than the passage of time. These contract assets are reclassified to receivables when the right to consideration becomes unconditional. For the six months ended June 30, 2022 and 2021, no impairment was recorded from contract assets. Our allowances for doubtful accounts are typically immaterial and, if required, are based on our best estimate of expected credit losses inherent in our accounts receivable balance. Contract liabilities are recorded in the event that the Company bills for services in advance of the time the services are performed, or when cash payments are received or due in advance of satisfying our performance obligations, even if amounts are refundable. Contract liabilities recorded at June 30, 2022, and December 31, 2021, represent the Company’s accounting for the timing difference between when funds are received and when the performance obligation is satisfied. Revenue recognized for the six months ended June 30, 2022 relating to the contract liability balances as of January 1, 2022, was $7.8 million. The following table disaggregates the Company’s revenue by major type for the six months ended June 30, 2022 and 2021: (in thousands) Six months ended 2022 2021 Brand sponsorships $ 20,982 $ 10,695 Content 6,543 10,413 Consumer products 1,857 2,232 Esports 4,963 1,814 Other 264 109 Total revenue $ 34,609 $ 25,263 The section below describes our revenue recognition policies and significant judgments in further detail for each major revenue source of the Company. Brand Sponsorships The Company offers advertisers a full range of promotional vehicles, including, but not limited to, online advertising, livestream announcements, content generation, social media posts, logo placement on the Company’s official merchandise and special appearances of members of the Company’s talent roster. Our brand sponsorship agreements may include multiple services that are capable of being individually distinct, however the intended benefit is an association with the Company’s brand and the services are not distinct within the context of the contracts. Revenues from brand sponsorship agreements are recognized ratably over the contract term. Payment terms and conditions vary, but payments are generally due periodically throughout the term of the contract. In instances where the timing of revenue recognition differs from the timing of billing, we have determined the brand sponsorship agreements generally do not include a significant financing component. Content The Company generates and produces original content which we monetize through Google’s AdSense service. Revenue is variable and is earned when the visitor views or “clicks through” on the advertisement. The amount of revenue earned is reported to us monthly and is recognized upon receipt of the report of viewership activity. Payment terms and conditions vary, but payments are generally due within 30 to 45 days after the end of each month. The Company grants exclusive licenses to customers for certain content produced by the Company’s talent. The Company grants the customer a license to the intellectual property, which is the content and its use in generating advertising revenues, for a pre-determined Principal Versus Agent Considerations A significant amount of our brand sponsorship and content revenues are generated from our talent, who are under exclusive, multi-year contracts. Our talent consists of highly trained independent contractors, whose compensation is tied to the revenue that they generate. We have evaluated the terms of our brand sponsorship and content agreements and have concluded the Company is the principal. Brand sponsorship and content revenues are reported on a gross basis, while revenue-sharing and other fees paid to our talent are recorded as cost of revenues. The Company owns the brand and intellectual property, takes primary responsibility for delivery of services, and exercises control over content generation and monetization. The Company contracts directly with Google on its Company operated channels, and the talent contracts directly with Google on their own channels. As part of the Company’s contracts with its talent, the Company agrees to serve as the Talent’s exclusive management company as it relates to any and all type of work the talent may perform, including content creation and advertising revenue generated from the content. While the talent owns the content they create while they are under contract with the Company, the talent grants the Company an exclusive perpetual license to the content, and the Company grants limited usage rights of that content back to the talent, conditional upon them complying with their contract. Furthermore, all income earned from services provided by the talent related to gaming, Esports, content creation, or the business of the Company, which includes revenue from advertising via talent content, is subject to the talent agreement and is payable to the Company. In addition, the Company’s contracts with its talent specify rules and restrictions on the content the talent can create and post. As such, through its contracts with talent, the Company is the principal because the Company is the entity exercising primary control over the content generated in the YouTube channels being monetized. Consumer Products The Company earns consumer products revenue from sales of our consumer products on our website or at live or virtual events. Revenues are recognized at a point in time, as control is transferred to the customer upon shipment. The Company offers customer returns and discounts through a third-party distributor and accounts for this as a reduction to revenue. The Company does not offer loyalty programs or other sales incentive programs that are material to revenue recognition. Payment is due at the time of sale. We have outsourced the design, manufacturing, fulfillment, distribution, and sale of our consumer products to a third party, in exchange for royalties based on the amount of revenue generated. We evaluated the terms of the agreement to determine whether our consumer products revenues should be reported gross, or net of royalties paid. Key indicators that we evaluated in determining whether we are the principal in the sale (gross reporting), or an agent (net reporting) include, but are not limited to: • the Company is the party that is primarily responsible for fulfilling the promise to provide the specified good or service, • the Company has inventory risk before the good is transferred to the customer, and • the Company is the party that has discretion in establishing pricing for the specified good or service. Based on our evaluation of the above indicators, we report consumer products revenues on a gross basis. Esports Lea ue Participation Player Transfer Fees Licensing of Intellectual Propert Transaction Price Allocated to the Remaining Performance Obligations For the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2022, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. Revenue expected to be recognized in the future related to performance obligations that have original expected durations greater than one year that are unsatisfied (or partially unsatisfied) as of June 30, 2022, were not material. | Revenue Recognition and Contract Balances In May 2014, the FASB issued new accounting guidance related to revenue recognition. On January 1, 2019, we adopted the new accounting standard and related amendments using the modified retrospective approach. Based on the Company’s assessment, the adoption of ASC 606, Revenue from Contracts with Customers Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Our payment terms and conditions vary by customer and contract type. In instances where the timing of revenue recognition differs from the timing of invoicing, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for that product or service will be one year or less. We generally record a receivable related to revenue when we have an unconditional right to invoice and receive payment. Contract assets arise from contracts when revenue is recognized over time and the amount of revenue recognized, including our estimate of variable consideration that has been included in the transaction price, exceeds the amount billed to the customer. These amounts are included in contract assets until the right to payment is no longer conditional on events other than the passage of time. These contract assets are reclassified to receivables when the right to consideration becomes unconditional. For the years ended December 31, 2021 and 2020, no impairment was recorded from contract assets. Our allowances for doubtful accounts are typically immaterial and, if required, are based on our best estimate of expected credit losses inherent in our accounts receivable balance. Contract liabilities are recorded in the event that the Company bills for services in advance of the time the services are performed, or when cash payments are received or due in advance of satisfying our performance obligations, even if amounts are refundable. Contract liabilities recorded at December 31, 2021 and 2020 represent the Company’s accounting for the timing difference between when funds are received and when the performance obligation is satisfied. Revenue recognized for the year ended December 31, 2021 relating to the contract liability balances as of January 1, 2021 was $1.1 million. The following table disaggregates the Company’s revenue by major type for the years ended December 31, 2021 and 2020: (in thousands) 2021 2020 Brand sponsorships $ 24,867 $ 16,520 Content 16,068 12,077 Consumer products 5,751 5,560 Esports 5,847 2,860 Other 319 149 Total revenue $ 52,852 $ 37,166 The section below describes our revenue recognition policies and significant judgments in further detail for each major revenue source of the Company. Brand Sponsorships The Company offers advertisers a full range of promotional vehicles, including but not limited to online advertising, livestream announcements, content generation, social media posts, logo placement on the Company’s official merchandise and special appearances of members of the Company’s talent roster. Our brand sponsorship agreements may include multiple services that are capable of being individually distinct, however the intended benefit is an association with the Company’s brand and the services are not distinct within the context of the contracts. Revenues from brand sponsorship agreements are recognized ratably over the contract term. Payment terms and conditions vary, but payments are generally due periodically throughout the term of the contract. In instances where the timing of revenue recognition differs from the timing of billing, we have determined the brand sponsorship agreements generally do not include a significant financing component. Content The Company generates and produces original content which we monetize through Google’s AdSense service. Revenue is variable and is earned when the visitor views or “clicks through” on the advertisement. The amount of revenue earned is reported to us monthly and is recognized upon receipt of the report of viewership activity. Payment terms and conditions vary, but payments are generally due within 30 to 45 days after the end of each month. In 2021, the Company granted an exclusive license to a customer for certain content produced by FaZe talent. The Company granted the customer a license to the intellectual property, which is the content and its use in generating advertising revenues, for a five-year period for $4.5 million paid by the customer upon execution of the contract. The Company’s only performance obligation is to license the content for use in generating advertising revenues, and recognizes the full contract amount at the point at which the Company provides the customer the right to use the content, which is at the execution of the contract. The Company has no further performance obligations under these types of contract and does not anticipate generating any additional revenue from these arrangements apart from the contract amount. Principal Versus Agent Considerations A significant amount of our brand sponsorship and content revenues are generated from our talent, who are under exclusive, multi-year contracts. Our talent consists of highly trained independent contractors, whose compensation is tied to the revenue that they generate. We have evaluated the terms of our brand sponsorship and content agreements and have concluded the Company is the principal. Brand sponsorship and content revenues are reported on a gross basis, while revenue-sharing and other fees paid to our talent are recorded as cost of revenues. The Company owns the FaZe brand and intellectual property, takes primary responsibility for delivery of services, and exercises control over content generation and monetization. The Company contracts directly with Google on its Company operated channels, and the talent contracts directly with Google on their own channels. As part of the Company’s contracts with its talent, the Company agrees to serve as the Talent’s exclusive management company as it relates to any and all type of work the talent may perform, including content creation and advertising revenue generated from the content. While the talent owns the content they create while they are under contract with FaZe, the talent grants FaZe an exclusive perpetual license to the content, and FaZe grants limited usage rights of that content back to the talent, conditional upon them complying with their contract. Furthermore, all income earned from services provided by the talent related to gaming, Esports, content creation or the business of FaZe, which includes revenue from advertising via talent content, is subject to the talent agreement and is payable to the Company. In addition, the Company’s contracts with its talent specify rules and restrictions on the content the talent can create and post. As such, through its contracts with talent, the Company is the principal because the Company is the entity exercising primary control over the content generated in the YouTube channels being monetized. Consumer Products The Company earns consumer products revenue from sales of our consumer products on our website or at live or virtual events. Revenues are recognized at a point in time, as control is transferred to the customer upon shipment. The Company offers customer returns and discounts through a third party distributor and accounts for this as a reduction to revenue. The Company does not offer loyalty programs or other sales incentive programs that are material to revenue recognition. Payment is due at the time of sale. We have outsourced the design, manufacturing, fulfillment, distribution, and sale of our consumer products to a third party, in exchange for royalties based on the amount of revenue generated. We evaluated the terms of the agreement to determine whether our consumer products revenues should be reported gross, or net of royalties paid. Key indicators that we evaluated in determining whether we are the principal in the sale (gross reporting), or an agent (net reporting) include, but are not limited to: • the Company is the party that is primarily responsible for fulfilling the promise to provide the specified good or service, • the Company has inventory risk before the good is transferred to the customer, and • the Company is the party that has discretion in establishing pricing for the specified good or service. Based on our evaluation of the above indicators, we report consumer products revenues on a gross basis. Esports League Participation: Player Transfer Fees: Licensing of Intellectual Property: Transaction Price Allocated to the Remaining Performance Obligations For the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2021, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. Revenue expected to be recognized in the future related to performance obligations that have original expected durations greater than one year that are unsatisfied (or partially unsatisfied) as of December 31, 2021 were not material. |
Convertible Debt | Convertible Debt The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging | Convertible Debt The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging Debt |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based awards in accordance with ASC 718, Compensation – Stock Compensation Given the absence of an active market for the Company’s common stock, the Board of Directors (the “Board”) was required to estimate the fair value of the Company’s common stock at the time of each award. The Board considered numerous objective and subjective factors in determining the value of the Company’s common stock at each grant date, including the following: (1) the per-share arm’s-length arm’s-length For stock options, the Company estimates the fair value using the Black-Scholes-Merton option-pricing (“Black-Scholes”) model. The fair value is expensed over the requisite service periods of the awards (usually one to four years), or in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a change in control event). As there was no public market for its common stock, the Company determined the volatility for options granted based on an analysis of reported data for a peer group of companies. The expected volatility of options granted has been estimated based on an average of the historical volatility measures of this peer group of companies. The expected life of options has been estimated utilizing the “simplified method” due to the lack of available or sufficient historical exercise data for the Company for the applicable options terms. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. The Black-Scholes model requires the input of certain assumptions that require the Company’s judgment, including the fair value of common shares, expected term and the expected price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. The Company accounts for forfeitures of stock-based awards as they occur. | Stock-Based Compensation The Company accounts for its stock-based awards in accordance with ASC 718, Compensation — Stock Compensation Given the absence of an active market for the Company’s common stock, the Board of Directors (the “Board”) was required to estimate the fair value of the Company’s common stock at the time of each award. The Board considered numerous objective and subjective factors in determining the value of the Company’s common stock at each grant date, including the following: (1) the per-share arm’s-length arm’s-length For stock options, the Company estimates the fair value using the Black-Scholes-Merton option-pricing (“Black-Scholes”) model. The fair value is expensed over the requisite service periods of the awards. As there was no public market for its common stock, the Company determined the volatility for options granted based on an analysis of reported data for a peer group of companies. The expected volatility of options granted has been estimated based on an average of the historical volatility measures of this peer group of companies. The expected life of options has been estimated utilizing the “simplified method” due to the lack of available or sufficient historical exercise data for the Company for the applicable options terms. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. The Black-Scholes model requires the input of certain assumptions that require the Company’s judgment, including the fair value of common shares, expected term and the expected price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. The Company accounts for forfeitures of stock-based awards as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for the entire award. |
Fair Value Measurement | Fair Value Measurement The fair value hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy consists of the following three levels: Level 1 Level 2 Level 3 The carrying amount of the Company’s financial instruments, including cash, accounts receivable, notes receivable, and accounts payable approximate fair value due to their short-term nature. The Company does not have financial assets or liabilities that are required under U.S. GAAP to be measured at fair value on a recurring basis. The Company has not elected to use the fair value measurement option for any assets or liabilities for which fair value measurement is not presently required. | Fair Value Measurement The fair value hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy consists of the following three levels: Level 1: Quoted prices in active markets for identical assets or liabilities Level 2: Quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities Level 3: Unobservable inputs which are supported by little or no market activity The carrying amount of the Company’s financial instruments, including cash, accounts receivable, notes receivable, and accounts payable approximate fair value due to their short-term nature. The Company does not have financial assets or liabilities that are required under U.S. GAAP to be measured at fair value on a recurring basis. The Company has not elected to use the fair value measurement option for any assets or liabilities for which fair value measurement is not presently required. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that its Chief Executive Officer is the CODM. The Company operates and reports financial information in one segment, as the CODM reviews financial information presented on a consolidated basis, at the Company level, for the purposes of making operating decisions, allocation of resources, and evaluating financial performance. As of June 30, 2022, and December 31, 2021, the Company did not have material assets located outside of the United States. For the six months ended June 30, 2022, the Company had $2.2 million of revenue earned outside of the United States. The Company earned no material revenue outside of the United States for the six months ended June 30, 2021. | Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that its Chief Executive Officer is the CODM. The Company operates and reports financial information in one segment, as the CODM reviews financial information presented on a consolidated basis, at the Company level, for the purposes of making operating decisions, allocation of resources, and evaluating financial performance. As of and for the years ended December 31, 2021 and 2020, the Company did not have material revenue earned or assets located outside of the United States. |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted As an emerging growth company, the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an emerging growth company. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) right-of-use 2016-02, In September 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments credit losses for financial assets held at the reporting data based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance also requires enhanced disclosures regarding significant estimates and judgements used in estimating credit losses. The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic-740): 2019-12 | Accounting Pronouncements Not Yet Adopted As an emerging growth company, the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an emerging growth company. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) right-of-use ASU 2016-02, In September 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangements that is a Service Contract. internal-use internal-use In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic-740): ASU 2019-12 In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40) In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): ASU 2021-04 |
Restricted cash | Restricted cash Restricted cash consists of funds held in a restricted account for payment of upfront rental lease deposits. | |
Trade Receivables, net | Trade Receivables, net Accounts receivable represent amounts due from customers. The Company assesses the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant judgement and includes the review of individual receivables based on individual customers, current economic trends, and analysis of historical bad debts. As of December 31, 2021 and 2020, the Company had recorded an allowance for doubtful accounts of $0.4 million and $0.4 million, respectively. All reserves for doubtful accounts were from contracts with customers. | |
Inventory | Inventory Inventory consists of merchandise sold on our website and at live events. All of our inventory is comprised of finished goods. Inventory is stated at the lower of cost or net realizable value. The Company compares the cost of inventories with the net realizable value and an allowance is recorded to write down inventories to net realizable value, if lower. As of December 31, 2021 and 2020, the Company did not record a valuation allowance. | |
Property, Equipment and Leasehold Improvements | Property, Equipment and Leasehold Improvements Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the asset. The estimated useful lives of our fixed assets are as follows: Computer equipment 3 Years Furniture/Fixtures 3 Years Vehicles 5 Years Leasehold improvements Remaining lease term In the event the estimated useful life of a leasehold improvement is shorter than the remaining lease term, the estimated useful life is used. Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of FASB Accounting Standards Codification Topic (“ASC”) 360, Property, Plant, and Equipment | |
Intangibles, net | Intangibles, net Website Development Costs: Intangibles — Goodwill and Other Talent Acquisition Costs: The Company accounts for the impairment of intangible assets, under the provisions of ASC 360. ASC 360 establishes the accounting for impairment of long-lived tangible and intangible assets other than goodwill and for the disposal of a business. Pursuant to ASC 360, the Company periodically evaluates whether facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If the carrying amount of long-lived assets exceeds the undiscounted future cash flows, the Company will write the carrying value down to the fair value in the period the impairment is identified. The Company did not recognize any impairment charges for intangible assets for the years ended December 31, 2021 and 2020. | |
Foreign Currency | Foreign Currency The Company’s functional and reporting currency is the U.S. dollar. The Company does not have subsidiaries or significant operations outside of the United States and does not have any translation adjustments related to foreign currencies. Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Transaction gains and losses are recognized in other income/expense in the consolidated statements of operations. For the years ended December 31, 2021 and 2020, we recorded net foreign currency transaction losses of de minimis and $0.8 million, respectively. | |
Advertising Expenses | Advertising Expenses The Company expenses advertising costs as incurred in accordance with ASC 720, Other Expenses. | |
Revisions to Previously Issued Financial Statements | Revisions to Previously Issued Financial Statements During the preparation of the audited consolidated financial statements for the year ended December 31, 2021, the Company identified a misapplication of the accounting guidance related to accounting for customer returns and discounts. For the year ended December 31, 2020, the Company recorded $0.8 million in customer discounts and $0.2 million in customer returns. The Company had accounted for these as Cost of revenues, as opposed to as a reduction to revenue. The Company assessed the materiality of this error on prior period financial statements in accordance with the SEC Staff Accounting Bulletin Number 99, Materiality, and ASC 250-10, The following tables set forth the effects of the revisions on the affected line items within the consolidated statement of operations for the year ended December 31, 2020: Year Ended As previously Revision As revised (in thousands) Revenues $ 38,211 $ (1,045 ) $ 37,166 Cost of revenues 29,117 (1,045 ) 28,072 Gross profit $ 9,094 $ — $ 9,094 The following tables set forth the effects of the revisions on the affected line items within Note 2 Summary of Significant Accounting Policies Revenue Recognition and Contract Balances Year Ended As previously Revision (in thousands) Brand Sponsorships $ 16,520 $ — $ 16,520 Content 12,077 — 12,077 Consumer Products 6,605 (1,045 ) 5,560 Esports 2,860 — 2,860 Other 149 — 149 Total Revenue $ 38,211 $ (1,045 ) 37,166 | |
B. Riley Principal 150 Merger Corp.[Member] | ||
Accounting Policies, by Policy (Policies) [Line Items] | ||
Basis of Presentation | Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s unaudited condensed interim financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Accordingly, 10-K | Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement(s) with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Estimates are used when accounting for certain items such as valuation of investments held in Trust Account, derivative and warrant liabilities, and accounting for income tax valuation allowances. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. |
Cash Held in Trust Account | Investments Held in Trust Account As of June 30, 2022 and December 31, 2021, the Company had $172,761,267 and $172,516,200, respectively, in investments held in the Trust Account. The assets held in the Trust Account were held in a mutual fund that invests in U.S. Treasury securities. | Cash Held in Trust Account As of December 31, 2021, the Company had $172,516,200 in investments held in the Trust Account. The assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption As of June 30, 2022, all of the 17,250,000 shares of Class A common stock sold as part of the Public Units in the Public Offering contained a redemption feature which allowed for the redemption of such public shares in connection with the Company’s liquidation, if there was a stockholder vote or tender offer in connection with the Initial Business Combination and in connection with certain amendments to the Company’s Amended Charter. In accordance with the Securities and Exchange Commission (“SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares of common stock subject to redemption to be classified outside of permanent equity. Therefore, all of the shares of Class A common stock sold in the Public Offering have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital As of June 30, 2022 and December 31, 2021, the shares of Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (5,117,500 ) Issuance costs allocated to Class A ordinary shares (3,819,853 ) Plus: Remeasurement of carrying value to redemption value 8,937,353 Class A ordinary shares subject to possible redemption $ 172,500,000 The remeasurement adjustment | Class A Common Stock Subject to Possible Redemption All of the 17,250,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the shares of Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (5,117,500 ) Issuance costs allocated to Class A common stock (3,819,853 ) Plus: Accretion of carrying value to redemption value 8,937,353 Class A common stock subject to possible redemption $ 172,500,000 |
Warrant Liability | Warrant Liability The Company accounts for warrants to purchase for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with subtopic ASC 815-40-15, re-evaluated paid-in | Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for paid-in capital. |
Income Taxes | Income Taxes Prior to the change in ownership on February 23, 2021 as a result of the Public Offering, the Company was included in the consolidated tax return of B. Riley Financial (the “Parent”). During this period, the Company calculated the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The current provision was the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Following changes in ownership on February 23, 2021, the Company deconsolidated from the Parent for tax purposes. Beginning February 23, 2021, the Company files separate corporate federal and state and local income tax returns. Any difference between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made by (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes Prior to the change in ownership on February 23, 2021 as a result of the Public Offering, the Company was included in the consolidated tax return of B. Riley Financial (the “Parent”). During this period, the Company calculated the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The current provision was the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Following changes in ownership on February 23, 2021, the Company deconsolidated from the Parent for tax purposes. Beginning February 23, 2021, the Company files separate corporate federal and state and local income tax returns. Any difference between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made by (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Unrecognized Tax Benefits | Unrecognized Tax Benefits The Company recognizes tax positions in its financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for interest expense and penalties related to income tax matters as of June 30, 2022 and December 31, 2021. The Company is subject to income tax examinations by major taxing authorities since inception. | Unrecognized Tax Benefits The Company recognizes tax positions in its financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for interest expense and penalties related to income tax matters as of December 31, 2021. The Company is subject to income tax examinations by major taxing authorities since inception. |
Loss Per Common Share | Earnings (Loss) Per Common Share As of June 30, 2022, the Company had two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private and public Warrants to purchase 5,923,333 shares of Class A common stock at $11.50 per share were issued on February 23, 2021 in connection with the IPO. As of June 30, 2022, no Warrants have been exercised. The 5,923,333 potential shares of Class A common shares for outstanding Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and six months ended June 30, 2022 and 2021 since the Warrants are contingently exercisable, and the contingencies have not yet been met. Basic and diluted earnings per share for the three and six months ended June 30, 2021 gives effect retroactively to the redeemable Class B shares that were outstanding upon completion of the Initial Public Offering. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Three Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income (loss) $ 1,792,530 $ 435,019 $ (1,466,556 ) $ (355,910 ) Denominator: Weighted average shares outstanding 17,770,000 4,312,500 17,770,000 4,312,500 Basic and diluted net income (loss) per share $ 0.10 $ 0.10 $ (0.08 ) $ (0.08 ) Six Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income (loss) $ 3,669,976 $ 890,645 $ (1,790,708 ) $ (619,358 ) Denominator: Weighted average shares outstanding 17,770,000 4,312,500 12,468,453 4,312,500 Basic and diluted net income (loss) per share $ 0.21 $ 0.21 $ (0.14 ) $ (0.14 ) | Net Loss Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private and public Warrants to purchase 5,923,333 shares of common stock at $11.50 per share were issued on February 23, 2021 in connection with the IPO and exercise of overallotment on February 23, 2021. At December 31 2021, no Warrants have been exercised. The 5,923,333 potential common shares for outstanding Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year ended December 31, 2021 because the Warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net loss per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: Year Ended Redeemable common stock Net loss attributable to redeemable common stock $ (5,188,428 ) Basic and diluted weighted average shares of redeemable common stock 14,697,945 Basic and diluted net loss per share of redeemable common stock $ (0.35 ) Non-redeemable Net loss attributable to redeemable common stock $ (1,678,733 ) Basic and diluted weighted average shares of redeemable common stock 4,755,569 Basic and diluted net loss per share of redeemable common stock $ (0.35 ) For the period from June 19, 2020, (Inception) through December 31, 2020, there were no shares of redeemable common stock outstanding or other common stock equivalents outstanding. Basic and diluted earnings per share for the period from June 19, 2020, (Inception) through December 31, 2020 was $0.00 based on 4,312,500 shares outstanding which gives effect retroactively to the redeemable Class B shares that were outstanding as a result of the Initial Public Offering. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of June 30, 2022, the Company has not experienced losses on these accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company’s Warrants are accounted for as liabilities in accordance with ASC 815-40 See Note 4 for additional information on assets and liabilities measured at fair value. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company’s Warrants are accounted for as liabilities in accordance with ASC 815-40 See Note 4 for additional information on assets and liabilities measure at fair value. |
Accounting Pronouncements Recently Adopted | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt (Subtopic 470-20) (Subtopic 815-40) (“ASU 2020-06”) ASU 2020-06 eliminates ASU 2020-06 amends if-converted method ASU 2020-06 is | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt (Subtopic 470-20) (Subtopic 815-40) (“ASU 2020-06”) ASU 2020-06 ASU 2020-06 amends if-converted ASU 2020-06 |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 | |
Note Payable — Related Party | Note Payable — Related Party The Company had a Note Payable to the Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses associated with the Public Offering. The Note Payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. At February 23, 2021, the Note Payable balance was $40,000. The Note Payable was paid in full using proceeds from the Public Offering and the Private Placement on March 1, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of estimated useful lives of our fixed assets | Computer equipment 3 Years Furniture/Fixtures 3 Years Vehicles 5 Years Leasehold improvements Remaining lease term | |
Schedule of disaggregates the company's revenue | (in thousands) Six months ended 2022 2021 Brand sponsorships $ 20,982 $ 10,695 Content 6,543 10,413 Consumer products 1,857 2,232 Esports 4,963 1,814 Other 264 109 Total revenue $ 34,609 $ 25,263 | (in thousands) 2021 2020 Brand sponsorships $ 24,867 $ 16,520 Content 16,068 12,077 Consumer products 5,751 5,560 Esports 5,847 2,860 Other 319 149 Total revenue $ 52,852 $ 37,166 |
Schedule of basic and diluted weighted-average shares of common stock outstanding | Six months ended 2022 2021 Warrants 292,790 292,790 Stock options 8,359,882 5,340,000 Unvested restricted stock awards 1,085,310 Convertible preferred stock 3,237,800 3,237,800 Total potentially dilutive common stock equivalents 12,975,782 8,870,590 | Years Ended 2021 2020 Warrants $ 292,700 $ 292,700 Stock options 8,576,098 5,340,000 Unvested restricted stock awards 602,647 — Convertible preferred stock 3,237,800 3,237,800 Total potentially dilutive common stock equivalents $ 12,709,245 $ 8,870,500 |
Schedule of consolidated statement of operations | Year Ended As previously Revision As revised (in thousands) Revenues $ 38,211 $ (1,045 ) $ 37,166 Cost of revenues 29,117 (1,045 ) 28,072 Gross profit $ 9,094 $ — $ 9,094 | |
Schedule of financial statements | Year Ended As previously Revision (in thousands) Brand Sponsorships $ 16,520 $ — $ 16,520 Content 12,077 — 12,077 Consumer Products 6,605 (1,045 ) 5,560 Esports 2,860 — 2,860 Other 149 — 149 Total Revenue $ 38,211 $ (1,045 ) 37,166 | |
B. Riley Principal 150 Merger Corp.[Member] | ||
Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of balance sheet are reconciled | As of June 30, 2022 and December 31, 2021, the shares of Class A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (5,117,500 ) Issuance costs allocated to Class A ordinary shares (3,819,853 ) Plus: Remeasurement of carrying value to redemption value 8,937,353 Class A ordinary shares subject to possible redemption $ 172,500,000 | Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (5,117,500 ) Issuance costs allocated to Class A common stock (3,819,853 ) Plus: Accretion of carrying value to redemption value 8,937,353 Class A common stock subject to possible redemption $ 172,500,000 |
Schedule of balance sheet are reconciled Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share | Three Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income (loss) $ 1,792,530 $ 435,019 $ (1,466,556 ) $ (355,910 ) Denominator: Weighted average shares outstanding 17,770,000 4,312,500 17,770,000 4,312,500 Basic and diluted net income (loss) per share $ 0.10 $ 0.10 $ (0.08 ) $ (0.08 ) Six Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income (loss) $ 3,669,976 $ 890,645 $ (1,790,708 ) $ (619,358 ) Denominator: Weighted average shares outstanding 17,770,000 4,312,500 12,468,453 4,312,500 Basic and diluted net income (loss) per share $ 0.21 $ 0.21 $ (0.14 ) $ (0.14 ) | Year Ended Redeemable common stock Net loss attributable to redeemable common stock $ (5,188,428 ) Basic and diluted weighted average shares of redeemable common stock 14,697,945 Basic and diluted net loss per share of redeemable common stock $ (0.35 ) Non-redeemable Net loss attributable to redeemable common stock $ (1,678,733 ) Basic and diluted weighted average shares of redeemable common stock 4,755,569 Basic and diluted net loss per share of redeemable common stock $ (0.35 ) |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Recurring Fair Value Measurements [Line Items] | ||
Schedule of fair value of initial measurement | December 31, Stock price $0.72 Expected term 2.0 – 6.0 Years Volatility 30.0% – 34.0% Risk-free interest rate 0.21% – 0.84% Dividend yield 0.0% December 31, Stock price $0.53 Expected term 4 Years Volatility 228.6% Risk-free interest rate 1.9% Dividend yield 0.0% | |
B. Riley Principal 150 Merger Corp.[Member] | ||
Recurring Fair Value Measurements [Line Items] | ||
Schedule of fair value, assets and liabilities measured on recurring basis | June 30, 2022 Quoted Significant Significant Assets: Investments held in Trust Account (1) $ 172,761,267 $ 172,761,267 $ — $ — 172,761,267 172,761,267 — — Liabilities: Public Warrants $ 2,126,925 $ 2,126,925 $ — $ — Private Placement Warrants 65,867 — — 65,867 Warrant Liability $ 2,192,792 $ 2,126,925 $ — $ 65,867 December 31, Quoted Significant Significant Assets: Investments held in Trust Account (1) $ 172,516,200 $ 172,516,200 $ — $ — 172,516,200 172,516,200 — — Liabilities: Public Warrants $ 8,337,500 $ 8,337,500 $ — $ — Private Placement Warrants 261,733 — — 261,733 Warrant Liability $ 8,599,233 $ 8,337,500 $ — $ 261,733 | December 31, Quoted Significant Significant Assets: Cash held in Trust Account $ 172,516,200 $ 172,516,200 $ — $ — 172,516,200 172,516,200 — — Liabilities: Public Warrants $ 8,337,500 $ 8,337,500 $ — $ — Private Placement Warrants 261,733 — — 261,733 Warrant Liability $ 8,599,233 $ 8,337,500 $ — $ 261,733 |
Schedule of fair value of initial measurement | Input June 30, December 31, Risk-free interest rate 3.20 % 1.30 % Expected term (years) 5.10 5.50 Expected volatility 3.3 % 18.5 % Exercise price $ 11.50 $ 11.50 Dividend yield 0.0 % 0.0 % | Inputs February 23, Risk-free interest rate 0.9 % Expected term (years) 6.4 Expected volatility 14.0 % Exercise price $ 11.50 Inputs December 31, Risk-free interest rate 1.30 % Expected term (years) 5.5 Expected volatility 18.5 % Exercise price $ 11.50 Dividend yield — |
Schedule of change in fair value of level 3 warrant liabilities | The change in Level 3 measurements during the six months ended June 30, 2022 is as follows: Private warrant liability at January 1, 2022 $ 261,733 Change in fair value of private warrant liability (195,866 ) Private warrant liability at June 30, 2022 $ 65,867 | Warrant liability at January 1, 2021 $ — Initial warrant liability at February 23,2021 5,276,966 Transfer of public warrants to Level 1 (5,117,500 ) Change in fair value of warrant liability 102,267 Warrant liability at December 31,2021 $ 261,733 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Tables) [Line Items] | ||
Schedule of future minimum lease payment | Future minimum lease payments, which include non-cancelable Years ending December 31, (in thousands) 2022 (remainder) $ 1,412 2023 2,895 2024 1,977 2025 5 Thereafter 3 Total minimum lease payment $ 6,292 | Future minimum lease payments, which include non-cancelable operating leases at December 31, 2021, are as follows: (in thousands) Years ending December 31, 2022 $ 2,834 2023 2,895 2024 1,977 2025 5 2026 3 Total minimum lease payment $ 7,714 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes (Tables) [Line Items] | |
Schedule of deferred tax asset | The significant components of the Company’s deferred tax assets consisted of the following: (in thousands) 2021 2020 Deferred income tax assets: Accrual to cash $ — $ 3,971 Accrued bonus 3,156 189 Stock-based compensation 1,068 748 Deferred rent 2 22 Deferred revenue 2,211 311 Bad debt expense 121 100 Contributions 19 18 Depreciation 85 34 163(j) interest limitation 1,148 — Warrants 47 — Net operating losses 20,840 14,291 Total deferred income tax assets 28,697 19,684 Less: valuation allowance (28,697 ) (18,570 ) Deferred income tax liabilities: Amortization — (30 ) Depreciation — — Accrual to cash — (1,084 ) Total deferred income tax liabilities — (1,114 ) Total deferred tax assets, net $ — $ — |
Schedule of reconciliation of the Company's effective income tax rate | A reconciliation of the statutory tax rates and the effective tax rates is as follows: (in thousands) 2021 2020 U.S. federal statutory income tax rate $ (7,742 ) 21.0 % $ (6,043 ) 21.0 % State taxes, net of federal benefit (2,542 ) 6.9 % (2,001 ) 7.0 % Non-deductible — 0.0 % — 0.0 % Other non-deductible 156 -0.4 % 35 -0.1 % Valuation allowance 10,128 -27.5 % 8,009 -27.9 % Income tax expense $ — 0.0 % $ — 0.0 % |
B Riley Principal 150 Merger Corp [Member] | |
Income Taxes (Tables) [Line Items] | |
Schedule of deferred tax asset | As of 2021 2020 Deferred tax assets: Accrued liabilities and other $ 8,663 $ — Net operating loss carryforward 228,347 304 Total deferred tax assets 237,010 304 Valuation allowance (237,010 ) (304 ) Net deferred tax asset $ — $ — |
Schedule of the income tax provision | Year Ended For the Current: Federal $ 228,347 $ 304 Deferred: Federal 8,663 — Total benefit 237,010 304 Valuation allowance (237,010 ) (304 ) Total provision for income taxes $ — $ — |
Schedule of reconciliation of the Company's effective income tax rate | Year Ended from Benefit for income taxes at federal statutory rate 21.0 % 21.0 % Offering costs associated with warrants recorded as a liability (0.4 )% — Transaction costs not tax deductible (7.0 )% — Change in fair value of warrants (10.2 )% Valuation allowance (3.4 )% (21.0 )% Effective income tax rate 0.0 % 0.0 % |
Property, Equipment and Lease_2
Property, Equipment and Leasehold Improvements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Equipment and Leasehold Improvements (Tables) [Line Items] | ||
Schedule property, equipment and leasehold improvements | (in thousands) June 30, 2022 December 31, 2021 Furniture / Fixtures $ 743 $ 159 Computer equipment 3,490 708 Vehicles 106 106 Leasehold improvements 409 731 Subtotal 4,748 1,704 Less accumulated depreciation (762 ) (779 ) Property, equipment and leasehold improvements, net $ 3,986 $ 925 | (in thousands) December 31, December 31, Furniture/Fixtures $ 159 $ 153 Computer equipment 708 306 Vehicles 106 106 Leasehold improvements 731 409 Subtotal 1,704 974 Less: Accumulated depreciation (779 ) (297 ) Property, equipment and leasehold improvements, net $ 925 $ 677 |
Intangibles Assets (Tables)
Intangibles Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Intangibles Assets (Tables) [Line Items] | ||
Schedule of intangible assets | (in thousands) As of June 30, 2022 Useful Life Gross Accumulated Net Website development 3 years $ 297 $ 118 $ 179 Talent acquisition 2 - 3 years 1,022 350 672 Intangible assets, net $ 1,319 $ 468 $ 851 (in thousands) As of December 31, 2021 Useful Life Gross Accumulated Net Website development 3 years $ 211 $ 75 $ 136 Talent acquisition 2 - 3 years 1,653 1,051 602 Intangible assets, net $ 1,864 $ 1,126 $ 738 | (in thousands) Gross Accumulated Net As of December 31, 2021 Website development 3 years $ 211 $ 75 $ 136 Talent acquisition 2 – 3 years 1,653 1,051 602 Intangible assets, net $ 1,864 $ 1,126 $ 738 (in thousands) Gross Accumulated Net As of December 31, 2020 Website development 3 years $ 123 $ 15 $ 108 Talent acquisition 2 years 901 572 329 Intangible assets, net $ 1,024 $ 587 $ 437 |
Schedule of estimated future amortization of intangible assets | Years ending December 31, (in thousands) 2022 (remainder) $ 262 2023 358 2024 213 2025 18 Total future amortization of amortizable intangible assets $ 851 | (in thousands) Years ending December 31, 2022 $ 379 2023 265 2024 94 Total future amortization of amortizable intangible assets $ 738 |
Debt (Tables)
Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt (Tables) [Line Items] | ||
Schedule of debt | (in thousands) As of June 30, 2022 Unpaid Unamortized Long- Issuance Net Carrying 2022 B. Riley bridge loan $ 20,342 $ 20,342 $ — $ — $ 20,342 2021 Cox convertible promissory note 15,000 — 15,000 — 15,000 2021 Convertible promissory notes 675 175 500 — 675 2020 Secured convertible promissory note 55,000 — 55,000 (267 ) 54,733 2020 Convertible promissory notes 2,525 2,525 — — 2,525 2020 PPP loan 1,123 1,123 — — 1,123 Other loans — — — — — Total principal amount outstanding $ 94,665 $ 24,165 $ 70,500 $ (267 ) $ 94,398 (in thousands) As of December 31, 2021 Unpaid Unamortized Long- Issuance Net 2021 Cox convertible promissory note $ 15,000 $ — $ 15,000 $ — $ 15,000 2021 Convertible promissory notes 675 — 675 — 675 2020 Secured convertible promissory note 55,000 — 55,000 (358 ) 54,642 2020 Convertible promissory notes 2,525 2,025 500 — 2,525 2020 PPP loan 1,123 1,123 — — 1,123 Other loans 37 — 37 37 — Total principal amount outstanding $ 74,360 $ 3,148 $ 71,212 $ (358 ) $ 74,002 | (in thousands) December 31, December 31, 2021 Cox convertible promissory note $ 15,000 $ — 2021 Convertible promissory notes 675 — 2020 Secured convertible promissory note 55,000 30,000 2020 Convertible promissory notes 2,525 2,525 2020 PPP loan 1,123 1,123 Related party loans — 496 Other loans 37 — Total principal amount outstanding 74,360 34,144 Less: Short-term debt (3,148 ) (2,910 ) Less: Unamortized debt issuance costs (358 ) (251 ) Long-term debt, net $ 70,854 $ 30,983 |
Schedule of long-term debt maturities | Future Maturities (in thousands) Years ending December 31, Non- Convertible Total 2022 (remainder) $ 21,465 $ 2,025 $ 23,490 2023 — 71,175 71,175 2024 2025 2026 Thereafter — — — $ 21,465 $ 73,200 $ 94,665 | (in thousands) Years ending December 31, 2022 $ 3,148 2023 71,175 2024 — 2025 — 2026 — Thereafter 37 $ 74,360 |
Stock Compensation Expense (Tab
Stock Compensation Expense (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stock Compensation Expense (Tables) [Line Items] | |
Schedule of stock-based compensation expense | (in thousands) For the six months 2022 2021 Stock-Based Stock-Based Stock options $ 118 $ — Restricted stock awards 2,541 — Total stock–based compensation expense $ 2,659 $ — |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable and Accrued Expenses (Tables) [Line Items] | |
Schedule of accounts payable and accrued expenses | (in thousands) December 31, December 31, Accounts payable $ 7,976 $ 4,314 Accrued legal settlements 3,745 7,152 Accrued interest payable 5,517 195 Accrued transaction costs 3,995 — Other accrued expenses 7,148 2,533 Total accounts payable and accrued expenses $ 28,381 $ 14,194 |
Stock Compensation Expense an_2
Stock Compensation Expense and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock Compensation Expense and Warrants (Tables) [Line Items] | |
Schedule of equity incentive plan | The following table contains information about the plan as of December 31, 2021: Awards Awards Awards Amended 2019 Equity Incentive Plan 10,500,000 9,178,745 1,321,255 |
Schedule of stock option activity and related information | The following table summarizes the Company’s stock option activity and related information for the year ended December 31, 2021: Number of Weighted- Weighted- Aggregate of In-the-Money Options outstanding as of December 31, 2020 5,340,000 $ 5.00 18.8 $ — Options granted 6,147,702 0.85 Options exercised (42,184 ) 0.85 Options forfeited (387,421 ) 0.85 Options cancelled (2,420,000 ) 4.97 Options expired (61,999 ) 0.85 Options outstanding as of December 31, 2021 8,576,098 $ 1.23 10.83 $ 138,479 Options vested and exercisable as of December 31, 2021 5,187,624 $ 1.45 11.61 $ 82,470 |
Schedule of fair value of options weighted-average granted | December 31, Stock price $0.72 Expected term 2.0 – 6.0 Years Volatility 30.0% – 34.0% Risk-free interest rate 0.21% – 0.84% Dividend yield 0.0% December 31, Stock price $0.53 Expected term 4 Years Volatility 228.6% Risk-free interest rate 1.9% Dividend yield 0.0% |
Schedule of restricted stock awards activity and related information | The following table summarizes the Company’s restricted stock award activity and related information for the year ended December 31, 2021. Number of Weighted- Nonvested restricted stock awards as of December 31, 2020 — $ — Granted 625,114 13.22 Vested 22,467 13.68 Forfeited — — Nonvested restricted stock awards as of December 31, 2021 602,647 $ 13.20 |
Schedule of warrant activity | The following table summarizes warrant activity for the years ended December 31, 2021 and 2020: Common Warrants outstanding as of January 1, 2020 618,631 Warrants granted and vested 36,202 Warrants outstanding as of December 31, 2020 654,833 Warrants granted and vested — Warrants outstanding as of December 31, 2021 654,833 |
Schedule of weighted-average exercise price and weighted-average grant date | The weighted-average exercise price and weighted-average grant date fair value of the warrants granted by the Company were as follows: For the Year Ended Weighted- Weighted- Common Stock Warrants – Non-employees $ 0.01 $ 0.53 |
Schedule of stock-based compensation expense | Stock-based compensation expense for the periods presented was comprised of the following, which were included in general and administrative expenses within the consolidated statement of operations: (in thousands) December 31, 2021 December 31, 2020 Stock-Based Stock-Based Stock options $ 695 $ — Restricted stock awards 942 — Common stock warrants – Non-employee — 20 Total stock – based compensation expense $ 1,637 $ 20 Tax benefit related to stock based compensation expense $ — $ — Tax benefit realized from stock options exercised $ — $ — |
Organization and Nature of Bu_2
Organization and Nature of Business Operations (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Feb. 23, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization and Nature of Business Operations (Details) [Line Items] | ||||
Public share par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
B Riley Principal 150 Merger Corp [Member] | ||||
Organization and Nature of Business Operations (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 11.5 | $ 11.5 | ||
Percentage of gross proceeds | 3.50% | |||
Borrowing amount | $ 300,000 | $ 300,000 | ||
Note payable due to related party | 40,000 | 40,000 | ||
Proceeds of initial public offering | 172,500,000 | 172,500,000 | ||
Pay its expenses only from net proceeds | $ 41,836 | 43,324 | ||
Description of transaction | the completion of the Initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (the “Amended Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it did not complete the Initial Business Combination by February 23, 2023; or (iii) the redemption of all of the Company’s public shares if the Company was unable to complete the Initial Business Combination by February 23, 2023 (at which such time up to $100,000 of interest shall be available to the Company to pay dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Company’s public shares (the “public stockholders”). | |||
Pay dissolution expenses | $ 100,000 | 100,000 | ||
Pay franchise and income taxes | 100,000 | |||
Public offering cost | $ 172,500,000 | |||
Class A common shares (in Dollars per share) | $ 10 | |||
Operating bank account | 41,836 | 43,324 | ||
Cash and cash equivalents | 172,761,267 | 172,516,200 | ||
Working capital | 4,217,375 | 1,957,395 | ||
Tax payable | $ 30,907 | 200,000 | ||
Obligation to redeem percentage | 100% | |||
Public Offering [Member] | B Riley Principal 150 Merger Corp [Member] | ||||
Organization and Nature of Business Operations (Details) [Line Items] | ||||
Shares sold (in Shares) | 17,250,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Underwriting commissions | $ 3,450,000 | $ 3,450,000 | ||
Percentage of gross proceeds | 2% | 2% | ||
Other offering costs | $ 485,257 | $ 485,257 | ||
Public share par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Proceeds of initial public offering | $ 172,500,000 | $ 172,500,000 | ||
Over-allotment option [Member] | B Riley Principal 150 Merger Corp [Member] | ||||
Organization and Nature of Business Operations (Details) [Line Items] | ||||
Shares sold (in Shares) | 2,250,000 | |||
Private Placement Units [Member] | B Riley Principal 150 Merger Corp [Member] | ||||
Organization and Nature of Business Operations (Details) [Line Items] | ||||
Shares sold (in Shares) | 520,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 5,200,000 | $ 5,200,000 | ||
Public Units [Member] | B Riley Principal 150 Merger Corp [Member] | ||||
Organization and Nature of Business Operations (Details) [Line Items] | ||||
Shares sold (in Shares) | 17,250,000 | 17,250,000 | ||
Gross proceeds | $ 172,500,000 | $ 172,500,000 |
Description of The Business (De
Description of The Business (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | |
Description of The Business (Details) [Line Items] | |||
Borrowing aggregate principal amount | $ 20 | ||
Base to be considered for calculating equity value | 65,000,000 | ||
Subsequent Event [Member] | |||
Description of The Business (Details) [Line Items] | |||
Restricted stock awards period of acceleration of vesting from date of the transactions | 90 days | ||
B Riley Term Loan [Member] | |||
Description of The Business (Details) [Line Items] | |||
Cumulative amount borrowed | $ 20 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jan. 01, 2022 | Jan. 02, 2021 | Feb. 23, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 19, 2021 | Jun. 19, 2021 | Mar. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Common shares issues for outstanding warrants (in Shares) | 1,047,623 | 1,047,623 | ||||||||||
Liquid instruments | 90 days | |||||||||||
Allowance for doubtful accounts | $ 400,000 | $ 400,000 | $ 400,000 | |||||||||
Estimated useful life | 3 years | |||||||||||
Foreign currency transaction losses | $ 800,000 | 800,000 | ||||||||||
Contract liability | $ 7,800,000 | $ 1,100,000 | ||||||||||
Advertising revenues | 4,500,000 | |||||||||||
Expenses advertising costs | $ 65,416 | $ 65,416 | ||||||||||
Expected dividend yield | 0% | 0% | ||||||||||
Unrecognized tax benefits federal | 3 years | |||||||||||
Unrecognized tax benefits state | 4 years | |||||||||||
Vested warrants outstanding (in Shares) | 754,833 | 754,833 | ||||||||||
Segment | 1 | 1 | ||||||||||
Customer discounts | 800,000 | $ 800,000 | ||||||||||
Customer returns | 200,000 | 200,000 | ||||||||||
Purchase of warrants (in Shares) | 22,902,063 | 22,902,063 | 1,000,000 | |||||||||
Impairment of Intangible Assets, Finite-Lived | $ 1,100,000 | |||||||||||
Finite-Lived Intangible Assets, Net | $ 94,665,000 | 94,665,000 | 437,000 | $ 738,000 | 437,000 | |||||||
Amortization of Intangible Assets | 851,000 | 738,000 | ||||||||||
Revenues | 34,609,000 | $ 25,263,000 | $ 52,852,000 | $ 37,166,000 | ||||||||
Non-US [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Revenues | 2,200,000 | 0 | ||||||||||
Media Content [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Finite-Lived Intangible Assets, Net | 0 | 0 | $ 0 | |||||||||
Amortization of Intangible Assets | 0 | |||||||||||
Minimum [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Payment terms | 30 days | |||||||||||
Maximum [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Payment terms | 45 days | |||||||||||
Three Customers [Member] | Accounts Receivable [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Concentrations of risks percentage | 49% | |||||||||||
Two Customer [Member] | Accounts Receivable [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Concentrations of risks percentage | 45% | |||||||||||
One Customers [Member] | Revenues [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Concentrations of risks percentage | 12% | 10% | ||||||||||
B. Riley Principal 150 Merger Corp.[Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Investments held in trust account | 172,761,267 | $ 172,761,267 | $ 172,516,200 | |||||||||
Common stock shares sold (in Shares) | 17,250,000 | |||||||||||
Class A common stock subject to possible redemption shares (in Shares) | 8,937,353 | |||||||||||
Class A common stock subject to possible redemption share value | $ 49,068 | $ 49,068 | $ 8,888,285 | |||||||||
Warrants issued (in Shares) | 5,923,333 | 5,923,333 | ||||||||||
Common stock per share (in Dollars per share) | $ 11.5 | |||||||||||
Common shares issues for outstanding warrants (in Shares) | 5,923,333 | 5,923,333 | 5,923,333 | |||||||||
Federal Depository insurance coverage | $ 250,000 | $ 250,000 | $ 250,000 | |||||||||
Expected dividend yield | 0% | 0% | ||||||||||
Deferred offering costs | 80,000 | $ 80,000 | ||||||||||
Public offering costs | $ 485,257 | $ 485,257 | ||||||||||
Deferred underwriting discount | $ 3,450,000 | |||||||||||
Public offering expense | $ 300,000 | |||||||||||
Note Payable balance | $ 40,000 | |||||||||||
Purchase of warrants (in Shares) | 4,312,500 | |||||||||||
Basic and diluted earnings per share (in Dollars per share) | $ 0 | |||||||||||
Shares outstanding (in Shares) | 4,312,500 | 4,312,500 | ||||||||||
B. Riley Principal 150 Merger Corp.[Member] | Public Warrants [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Warrants issued (in Shares) | 5,750,000 | |||||||||||
Issuance of warrants (in Shares) | 5,750,000 | |||||||||||
B. Riley Principal 150 Merger Corp.[Member] | Private Placement Warrants [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Warrants issued (in Shares) | 173,333 | |||||||||||
Issuance of warrants (in Shares) | 173,333 | |||||||||||
B. Riley Principal 150 Merger Corp.[Member] | Warrant [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Warrants issued (in Shares) | 5,923,333 | |||||||||||
Issuance of warrants (in Shares) | 5,923,333 | |||||||||||
B. Riley Principal 150 Merger Corp.[Member] | Public Offering [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Purchase of warrants (in Shares) | 5,923,333 | |||||||||||
One Vendor [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Concentrations of risks percentage | 17% | 20% | ||||||||||
One Vendor [Member] | Accounts Payable [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Concentrations of risks percentage | 30% | 23% | ||||||||||
One Independent Contractor [Member] | Revenues [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Concentrations of risks percentage | 22% | 16% | ||||||||||
Class A Common Stock | B. Riley Principal 150 Merger Corp.[Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Common stock shares sold (in Shares) | 17,250,000 | |||||||||||
Common stock per share (in Dollars per share) | $ 11.5 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of balance sheet are reconciled - B. Riley Principal 150 Merger Corp.[Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of balance sheet are reconciled [Line Items] | ||
Gross proceeds | $ 172,500,000 | $ 172,500,000 |
Proceeds allocated to Public Warrants | (5,117,500) | (5,117,500) |
Issuance costs allocated to Class A common stock | (3,819,853) | (3,819,853) |
Remeasurement of carrying value to redemption value | 8,937,353 | 8,937,353 |
Class A common stock subject to possible redemption | $ 172,500,000 | $ 172,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Denominator: | |||||||
Basic and diluted net income (loss) per share | $ (2.03) | $ (1.64) | $ (4.28) | $ (3.62) | |||
B. Riley Principal 150 Merger Corp.[Member] | |||||||
Numerator: | |||||||
Allocation of net income (loss) | $ (5,188,428) | ||||||
Denominator: | |||||||
Basic and diluted net income (loss) per share | $ (0.35) | ||||||
Class A [Member] | B. Riley Principal 150 Merger Corp.[Member] | |||||||
Numerator: | |||||||
Allocation of net income (loss) | $ 1,792,530 | $ (1,466,556) | $ 3,669,976 | $ (1,790,708) | |||
Denominator: | |||||||
Weighted average shares outstanding | 17,770,000 | 17,770,000 | 17,770,000 | 12,468,453 | |||
Basic and diluted net income (loss) per share | $ 0.1 | $ (0.08) | $ 0.21 | $ (0.14) | (0.35) | ||
Class B [Member] | B. Riley Principal 150 Merger Corp.[Member] | |||||||
Numerator: | |||||||
Allocation of net income (loss) | $ 435,019 | $ (355,910) | $ 890,645 | $ (619,358) | |||
Denominator: | |||||||
Weighted average shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | |||
Basic and diluted net income (loss) per share | $ 0.1 | $ (0.08) | $ 0.21 | $ (0.14) | $ 0 | $ (0.35) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net loss per share - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Non-redeemable common stock | ||||
Basic and diluted weighted average shares of redeemable common stock | 9,311,842 | 8,151,888 | 8,619,131 | 7,941,652 |
Basic and diluted net loss per share of redeemable common stock | $ (2.03) | $ (1.64) | $ (4.28) | $ (3.62) |
B. Riley Principal 150 Merger Corp.[Member] | ||||
Redeemable common stock | ||||
Net loss attributable to redeemable common stock | $ (5,188,428) | |||
Basic and diluted weighted average shares of redeemable common stock | 14,697,945 | |||
Basic and diluted net loss per share of redeemable common stock | $ (0.35) | |||
Non-redeemable common stock | ||||
Net loss attributable to redeemable common stock | $ (1,678,733) | |||
Basic and diluted weighted average shares of redeemable common stock | 4,755,569 | |||
Basic and diluted net loss per share of redeemable common stock | $ (0.35) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of our fixed assets | 12 Months Ended |
Dec. 31, 2021 | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Remaining lease term |
Computer equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, Equipment | 3 years |
Furniture/Fixtures [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, Equipment | 3 years |
Vehicles [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, Equipment | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted weighted-average shares of common stock outstanding - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants $ | $ 292,790 | $ 292,790 | $ 292,700 | $ 292,700 |
Stock options | 8,359,882 | 5,340,000 | 8,576,098 | 5,340,000 |
Unvested restricted stock awards | 1,085,310 | 602,647 | ||
Convertible preferred stock | 3,237,800 | 3,237,800 | 3,237,800 | 3,237,800 |
Total potentially dilutive common stock equivalents $ | $ 12,975,782 | $ 8,870,590 | $ 12,709,245 | $ 8,870,500 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of disaggregates the company's revenue - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 34,609 | $ 25,263 | $ 52,852 | $ 37,166 |
Brand sponsorships [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 20,982 | 10,695 | 24,867 | 16,520 |
Content [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 6,543 | 10,413 | 16,068 | 12,077 |
Consumer products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,857 | 2,232 | 5,751 | 5,560 |
Esports [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 4,963 | 1,814 | 5,847 | 2,860 |
Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 264 | $ 109 | $ 319 | $ 149 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details) - Schedule of financial statements - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | $ 34,609 | $ 25,263 | $ 52,852 | $ 37,166 |
As Previously reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 38,211 | |||
Revision adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | (1,045) | |||
As revised [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 37,166 | |||
Brand sponsorships [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 20,982 | 10,695 | 24,867 | 16,520 |
Brand sponsorships [Member] | As Previously reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 16,520 | |||
Brand sponsorships [Member] | Revision adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | ||||
Brand sponsorships [Member] | As revised [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 16,520 | |||
Content [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 6,543 | 10,413 | 16,068 | 12,077 |
Content [Member] | As Previously reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 12,077 | |||
Content [Member] | Revision adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | ||||
Content [Member] | As revised [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 12,077 | |||
Consumer products [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 1,857 | 2,232 | 5,751 | 5,560 |
Consumer products [Member] | As Previously reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 6,605 | |||
Consumer products [Member] | Revision adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | (1,045) | |||
Consumer products [Member] | As revised [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 5,560 | |||
Esports [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 4,963 | 1,814 | 5,847 | 2,860 |
Esports [Member] | As Previously reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 2,860 | |||
Esports [Member] | Revision adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | ||||
Esports [Member] | As revised [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 2,860 | |||
Other [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | $ 264 | $ 109 | $ 319 | 149 |
Other [Member] | As Previously reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | 149 | |||
Other [Member] | Revision adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | ||||
Other [Member] | As revised [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total Revenue | $ 149 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Details) - Schedule of consolidated statement of operations - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | $ 34,609 | $ 25,263 | $ 52,852 | $ 37,166 |
Gross profit | $ 10,432 | $ 4,388 | $ 11,299 | 9,094 |
As Previously reported [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | 38,211 | |||
Cost of revenues | 29,117 | |||
Gross profit | 9,094 | |||
Revision adjustments [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | (1,045) | |||
Cost of revenues | (1,045) | |||
Gross profit | ||||
As revised [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | 37,166 | |||
Cost of revenues | 28,072 | |||
Gross profit | $ 9,094 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||||||||
Mar. 10, 2022 | Oct. 24, 2021 | Jun. 19, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 19, 2021 | Jun. 19, 2021 | Feb. 23, 2021 | Feb. 19, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||||||||
Issuance of shares (in Shares) | 22,902,063 | 1,000,000 | |||||||||
Loan payables to related parties | $ 500,000 | ||||||||||
Accounts receivables | $ 500,000 | $ 500,000 | $ 700,000 | ||||||||
Expenses related to arrangements | $ 300,000 | $ 300,000 | |||||||||
Weighted average price per share (in Dollars per share) | $ 1.23 | $ 5 | |||||||||
B. Riley Principal 150 Merger Corp.[Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Issuance of shares (in Shares) | 4,312,500 | ||||||||||
Sale of stock, price per share (in Dollars per share) | $ 11.5 | $ 11.5 | |||||||||
Percentage of public offering (in Dollars per share) | $ 3.5 | ||||||||||
Office space for per month | $ 3,750 | $ 3,750 | |||||||||
Administrative fees payable | $ 63,750 | $ 41,150 | |||||||||
Borrowing amount | $ 300,000 | 300,000 | |||||||||
Note payable balance | 40,000 | ||||||||||
Loan payables to related parties | $ 10,000,000 | ||||||||||
Final term loan | $ 10,000,000 | ||||||||||
Accrues interest percentage | 7% | ||||||||||
Advances of operating expenses | $ 783,750 | 191,250 | $ 998 | ||||||||
Advances of working capital | 445,000 | ||||||||||
Advance of administrative fees | 63,750 | $ 41,150 | |||||||||
Working capital loans | $ 1,500,000 | ||||||||||
Units at a price per unit (in Dollars per share) | $ 10 | $ 10 | |||||||||
Percentage of public offering | 3.50% | ||||||||||
Offering costs expense | $ 43,495 | ||||||||||
Founder shares, percentage | 50% | ||||||||||
Founder shares (in Shares) | 862,500 | ||||||||||
Weighted average price per share (in Dollars per share) | $ 15 | ||||||||||
B. Riley Principal 150 Merger Corp.[Member] | Common Stock [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Percentage of outstanding shares | 20% | 20% | |||||||||
Weighted average price per share (in Dollars per share) | $ 20 | ||||||||||
Over-Allotment Option [Member] | B. Riley Principal 150 Merger Corp.[Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Underwriter's amount | $ 6,037,500 | $ 6,037,500 | |||||||||
Common Class B [Member] | B. Riley Principal 150 Merger Corp.[Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Issuance of shares (in Shares) | 4,312,500 | ||||||||||
Common Class A [Member] | Founder Shares [Member] | B. Riley Principal 150 Merger Corp.[Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Sale of stock, price per share (in Dollars per share) | $ 12 | $ 12 | |||||||||
FaZe's founders [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Accounts receivables | $ 100,000 | 100,000 | |||||||||
Co-founders [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Expenses related to arrangements | $ 700,000 | $ 900,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
B. Riley Principal 150 Merger Corp.[Member] | |
Recurring Fair Value Measurements [Line Items] | |
Change in decrease in fair value | $ 195,866 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements (Details) - Schedule of fair value, assets and liabilities measured on recurring basis - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
Assets: | |||
Investments held in Trust Account | [1] | ||
Assets | |||
Liabilities: | |||
Public Warrants | |||
Private Placement Warrants | |||
Warrant Liability | |||
B. Riley Principal 150 Merger Corp.[Member] | |||
Assets: | |||
Investments held in Trust Account | [1] | 172,761,267 | $ 172,516,200 |
Assets | 172,761,267 | 172,516,200 | |
Liabilities: | |||
Public Warrants | 2,126,925 | 8,337,500 | |
Private Placement Warrants | 65,867 | 261,733 | |
Warrant Liability | 2,192,792 | 8,599,233 | |
B. Riley Principal 150 Merger Corp.[Member] | Quoted Prices In Active Markets (Level 1) [Member] | |||
Assets: | |||
Investments held in Trust Account | [1] | 172,761,267 | 172,516,200 |
Assets | 172,761,267 | 172,516,200 | |
Liabilities: | |||
Public Warrants | 2,126,925 | 8,337,500 | |
Private Placement Warrants | |||
Warrant Liability | 2,126,925 | 8,337,500 | |
B. Riley Principal 150 Merger Corp.[Member] | Other Observable Inputs (Level 2) [Member] | |||
Assets: | |||
Investments held in Trust Account | |||
Assets | |||
Liabilities: | |||
Public Warrants | |||
Private Placement Warrants | |||
Warrant Liability | |||
B. Riley Principal 150 Merger Corp.[Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Assets: | |||
Investments held in Trust Account | |||
Assets | |||
Liabilities: | |||
Public Warrants | |||
Private Placement Warrants | 65,867 | 261,733 | |
Warrant Liability | $ 65,867 | $ 261,733 | |
[1]The fair value of the investments held in the Trust Account approximates the carrying amounts primarily due to the short-term nature. |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements (Details) - Schedule of fair value of initial measurement - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Feb. 23, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Recurring Fair Value Measurements (Details) Schedule of fair value of initial measurement [Line Items] | ||||
Risk-free interest rate | 1.90% | |||
Expected term (years) | 4 years | |||
Expected volatility | 228.60% | |||
Dividend yield | 0% | 0% | ||
B. Riley Principal 150 Merger Corp.[Member] | ||||
Recurring Fair Value Measurements (Details) Schedule of fair value of initial measurement [Line Items] | ||||
Risk-free interest rate | 0.90% | 3.20% | 1.30% | |
Expected term (years) | 6 years 4 months 24 days | 5 years 1 month 6 days | 5 years 6 months | |
Expected volatility | 14% | 3.30% | 18.50% | |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 | |
Dividend yield | 0% | 0% |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements (Details) - Schedule of change in fair value of level 3 warrant liabilities - B. Riley Principal 150 Merger Corp.[Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of change in fair value of level 3 warrant liabilities [Line Items] | ||
Warrant liability at January 1, 2021 | $ 261,733 | $ 0 |
Private warrant liability at January 1, 2022 | 261,733 | |
Initial warrant liability at February 23,2021 | 5,276,966 | |
Transfer of public warrants to Level 1 | (5,117,500) | |
Change in fair value of private warrant liability | (195,866) | 102,267 |
Private warrant liability at June 30, 2022 | $ 65,867 | 261,733 |
Warrant liability at December 31,2021 | $ 261,733 |
Warrants (Details)
Warrants (Details) - B. Riley Principal 150 Merger Corp.[Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Warrants (Details) [Line Items] | ||
Warrants expire term | 5 years | 5 years |
Price per share | $ 0.01 | $ 0.01 |
Warrants description | The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of Class A common stock for capital raising purposes in connection with the closing of the Initial Business Combination, at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the Initial Business Combination, and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. There will be no redemption rights or liquidating distributions with respect to the Warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the 24-month time period. | |
Gross proceeds percentage | 60% | |
Warrants exercise price | $ 9.2 | |
Market value percentage | 180% | |
Redemption trigger price | $ 18 | |
Warrant [Member] | ||
Warrants (Details) [Line Items] | ||
Market value percentage | 115% | |
Business Combination [Member] | ||
Warrants (Details) [Line Items] | ||
Business combination price per share | $ 9.2 | |
Common Class A [Member] | ||
Warrants (Details) [Line Items] | ||
Price per share | $ 18 | $ 18 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Jul. 06, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 31,900,878 | 31,900,878 | 31,900,878 | |
Common stock par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Common stock, shares issued | 8,612,791 | 8,461,706 | 7,397,055 | |
Preferred stock, shares authorized | 3,545,529 | 3,545,529 | 3,545,529 | |
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares issued | 3,237,800 | 3,237,800 | ||
Preferred stock, shares outstanding | 3,237,800 | 3,237,800 | 3,237,800 | |
Common stock, shares outstanding | 8,612,791 | 8,461,706 | 7,397,055 | |
Dividend rights, description | There are no cumulative dividend rights on the preferred shares. | |||
Common stock, description | the Company issued 1,064,651 shares of common stock, which includes 1,000,000 shares issued to Richard G. Bengtson II to settle litigation claims as further described in Note 11, Litigation. In 2020, the Company issued 200,000 shares of common stock as interest payment to Bridging for $0.1 million, reflected in Interest expense, net for the year ended December 31, 2020. | |||
Common Stock [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 31,900,878 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | |||
Common stock, shares issued | 8,612,791 | 8,461,706 | 7,397,055 | |
Common stock, shares outstanding | 8,612,791 | 8,461,706 | 7,397,055 | |
B Riley Principal 150 Merger Corp [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock voting rights | Holders of the Company’s common stock are entitled to one vote for each share of common stock. | one | ||
Common stock, shares issued | 17,770,000 | 17,770,000 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Share price per share (in Dollars per share) | $ 10 | $ 10 | ||
Preferred stock, shares issued | ||||
Preferred stock, shares outstanding | ||||
Temporary equity (in Dollars) | $ 8,937,353 | $ 8,937,353 | ||
Common stock, shares outstanding | 17,770,000 | 17,770,000 | ||
Shares issued under public offering | 17,250,000 | 17,250,000 | ||
B Riley Principal 150 Merger Corp [Member] | Common Stock [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock par value (in Dollars per share) | $ 0.00001 | |||
Common Class A [Member] | B Riley Principal 150 Merger Corp [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 520,000 | 520,000 | 0 | |
Common stock, shares outstanding | 520,000 | 520,000 | 0 | |
Common Class B [Member] | B Riley Principal 150 Merger Corp [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 4,312,500 | 4,312,500 | 4,312,500 | |
Common stock, shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | |
Series A Preferred Stock [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Preferred stock, shares authorized | 3,545,529 | 3,545,529 | ||
Share price per share (in Dollars per share) | $ 0.00001 | $ 0.00001 | ||
Preferred stock, shares issued | 3,237,800 | 3,237,800 | 3,237,800 | |
Preferred stock, shares outstanding | 3,237,800 | 3,237,800 | 3,237,800 | |
Gross proceeds (in Dollars) | $ 25,000,000 | $ 25,000,000 | ||
Temporary equity (in Dollars) | $ 33,700,000 | $ 33,700,000 |
Proposed Business Combination (
Proposed Business Combination (Details) - B. Riley Principal 150 Merger Corp.[Member] - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||
Merger agreement, description | the Company entered into subscription agreements with investors (including investors related to or affiliated with the Sponsor and an investor related to or affiliated with existing FaZe stockholders) for an aggregate investment $118,000,000 (the “PIPE Investment”). The closing of the PIPE Investment is conditioned upon, among other things, (i) the satisfaction or waiver of all conditions precedent to the Business Combination and the substantially concurrent consummation of the Business Combination, (ii) the accuracy of all representations and warranties of the Company and the PIPE Investors in the Subscription Agreements, subject to certain bring-down standards, and (iii) the satisfaction of all covenants, agreements, and conditions required to be performed by the Company and the PIPE Investors pursuant to the Subscription Agreements. The Subscription Agreements provide for certain customary registration rights for the PIPE Investors. Affiliates of the Sponsor have subscribed to purchase 2,200,000 shares of Class A common stock at $10.00 per share in the PIPE Investment, for an aggregate purchase price of $22,000,000. | |
Business combination, equity value | $ 987 | |
Issue to stockholders shares | 67,023,763 | |
Deemed per share price | $ 10 | $ 10 |
Aggregate earnout consideration percentage | 6% | |
Vesting conditions term | 5 years | |
Business combination, description | At the Effective Time, each outstanding share of FaZe common stock (including shares of FaZe common stock issued as a result of the Company Conversion) will be automatically converted into the right to receive such number of shares of New FaZe common stock of equal to the Exchange Ratio and such number of shares of New FaZe common stock equal to the Earn-Out Exchange Ratio (which earn-out shares are subject to forfeiture following the completion of the Business Combination if certain price-based vesting conditions are not met during the five-year period beginning on the date that is 90 days after the Closing and ending on the fifth anniversary of the Closing Date) (the “Per Share Merger Consideration”). The “Exchange Ratio” is the quotient obtained by dividing 65,000,000 shares by the fully-diluted number of shares of FaZe common stock outstanding immediately prior to the Effective Time (excluding certain shares, as determined in accordance with the Merger Agreement). BRPM presently estimates that the Exchange Ratio will be approximately 2.30. The “Earn-Out Exchange Ratio” is the quotient obtained by dividing (x) 6% of the total number of shares of New FaZe common stock that are issued and outstanding as of immediately after the Closing by (y)the fully-diluted number of shares of FaZe common stock outstanding immediately prior to the Effective Time (as determined in accordance with the Merger Agreement). BRPM presently estimates that the Earn-Out Exchange Ratio will be approximately 0.23, assuming no redemptions by Public Stockholders. | |
Options vested percentage | 75% | |
Options net share | 1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Mar. 27, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) [Line Items] | ||||
Realized percentage | 50% | 50% | ||
Net operating losses description | The Company has incurred net operating losses (“NOLs”) in previous years. At December 31, 2021, the Company had generated federal NOLs of approximately $73.3 million and state NOLs of approximately $78.0 million. Federal NOLs in the amount of $1.0 million are subject to expiration and will begin to expire in 2036. The remaining $72.3 million of federal NOLs can be carried forward indefinitely. All state NOLs of $78.0 million are subject to limitation and are set to begin to expire in 2038. The utilization of the Company’s NOLs are subject to annual Internal Revenue Code Section 382 limitations. The Company has not yet completed an IRC Sec. 382 study as of December 31, 2021. | |||
B Riley Principal 150 Merger Corp [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Net operating loss carryforwards | $ 1,087,367 | $ 1,448 | ||
Net operating loss carryforwards, description | President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019, and 2020 to the five prior years, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent, and allows businesses to immediately expense the full cost of Qualified Improvement Property, retroactive to tax years beginning on or after January 1, 2018. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of the income tax provision - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred: | |||
Total provision for income taxes | |||
B Riley Principal 150 Merger Corp [Member] | |||
Current: | |||
Federal | $ 304 | 228,347 | |
Deferred: | |||
Federal | 8,663 | ||
Total benefit | 304 | 237,010 | |
Valuation allowance | (304) | (237,010) | $ (304) |
Total provision for income taxes |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax asset - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Accrued liabilities and other | $ 3,156,000 | $ 189,000 |
Total deferred tax assets | 28,697,000 | 19,684,000 |
Net deferred tax asset | 28,697,000 | 18,570,000 |
B Riley Principal 150 Merger Corp [Member] | ||
Deferred tax assets: | ||
Accrued liabilities and other | 8,663 | |
Net operating loss carryforward | 228,347 | 304 |
Total deferred tax assets | 237,010 | 304 |
Valuation allowance | (237,010) | (304) |
Net deferred tax asset |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of reconciliation of the Company's effective income tax rate | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Effective Income Tax Rate Reconciliation [Line Items] | |||
Benefit for income taxes at federal statutory rate | 21% | 21% | |
Transaction costs not tax deductible | (0.40%) | (0.10%) | |
Valuation allowance | (27.50%) | (27.90%) | |
Effective income tax rate | 0% | 0% | |
B Riley Principal 150 Merger Corp [Member] | |||
Schedule Of Effective Income Tax Rate Reconciliation [Line Items] | |||
Benefit for income taxes at federal statutory rate | 21% | 21% | |
Offering costs associated with warrants recorded as a liability | (0.40%) | ||
Transaction costs not tax deductible | (7.00%) | ||
Change in fair value of warrants | (10.20%) | ||
Valuation allowance | (21.00%) | (3.40%) | |
Effective income tax rate | 0% | 0% |
Property, Equipment and Lease_3
Property, Equipment and Leasehold Improvements (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Equipment and Leasehold Improvements (Details) [Line Items] | ||||
Depreciation expense | $ 0.5 | $ 0.1 | $ 0.5 | $ 0.3 |
Property, Equipment and Lease_4
Property, Equipment and Leasehold Improvements (Details) - Schedule property, equipment and leasehold improvements - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Subtotal | $ 4,748 | $ 1,704 | $ 974 |
Less accumulated depreciation | (762) | (779) | (297) |
Property, equipment and leasehold improvements, net | 3,986 | 925 | 677 |
Furniture/Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Subtotal | 743 | 159 | 153 |
Computer equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Subtotal | 3,490 | 708 | 306 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Subtotal | 106 | 106 | 106 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Subtotal | $ 409 | $ 731 | $ 409 |
Intangibles Assets (Details)
Intangibles Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangibles Assets (Details) [Line Items] | ||||
Amortization expense | $ 200 | $ 300 | $ 500 | $ 500 |
Fully amortized from intangible assets | 851 | $ 738 | ||
Intangible Assets [Member] | ||||
Intangibles Assets (Details) [Line Items] | ||||
Fully amortized from intangible assets | $ 900 |
Intangibles Assets (Details) -
Intangibles Assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 1,864 | $ 1,024 | |
Accumulated Amortization | 1,126 | 587 | |
Net Carrying Value | $ 94,665 | $ 738 | $ 437 |
Website development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 3 years | 3 years | 3 years |
Gross Carrying Value | $ 297 | $ 211 | $ 123 |
Accumulated Amortization | 118 | 75 | 15 |
Net Carrying Value | 179 | 136 | $ 108 |
Talent acquisition [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 2 years | ||
Gross Carrying Value | 1,022 | 1,653 | $ 901 |
Accumulated Amortization | 350 | 1,051 | 572 |
Net Carrying Value | $ 672 | $ 602 | $ 329 |
Talent acquisition [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 2 years | 2 years | |
Talent acquisition [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 3 years | 3 years | |
Intangible assets, net [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 1,319 | $ 1,864 | |
Accumulated Amortization | 468 | 1,126 | |
Net Carrying Value | $ 851 | $ 738 |
Intangibles Assets (Details) _2
Intangibles Assets (Details) - Schedule of estimated future amortization of intangible assets - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Intangibles Assets (Details) - Schedule of estimated future amortization of intangible assets [Line Items] | ||
2022 (remainder) $ | $ 262 | |
2023/2022 | 358 | $ 379 |
2024/2023 | 213 | 265 |
2025/2024 | 18 | 94 |
Total future amortization of amortizable intangible assets $ | $ 851 | $ 738 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jul. 19, 2022 | May 01, 2020 | Oct. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | Oct. 31, 2019 | Aug. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | May 31, 2022 | Mar. 31, 2022 | Feb. 01, 2022 | Jul. 19, 2021 | Jun. 30, 2021 | |
Debt (Details) [Line Items] | |||||||||||||||
Long-term debt maturity | 5 years | ||||||||||||||
Conversion price, percentage | 90% | ||||||||||||||
Combined common stock shares (in Shares) | 22,902,063 | 1,000,000 | |||||||||||||
Interest expense | $ 4,000,000 | ||||||||||||||
Contractual interest expense | 3,900,000 | ||||||||||||||
Amortization of debt issuance costs. | 100,000 | ||||||||||||||
Common stock value issued | |||||||||||||||
Minimum [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Total shares of capital stock | 200,000,000 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Total shares of capital stock | 250,000,000 | ||||||||||||||
2022 B. Riley Term Loan [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Convertible promissory notes | $ 10,000,000 | ||||||||||||||
Gross proceeds | $ 10,000,000 | ||||||||||||||
Purchase of additional units | $ 10,000,000 | ||||||||||||||
Interest accrued, percentage | 7% | ||||||||||||||
2021 Cox Convertible Promissory Notes [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Convertible promissory notes | $ 10,000,000 | $ 10,000,000 | |||||||||||||
Gross proceeds | 15,000,000 | $ 15,000,000 | |||||||||||||
Purchase of additional units | $ 5,000,000 | $ 15,000,000 | |||||||||||||
Interest accrued, percentage | 4% | 4% | 10% | 10% | |||||||||||
Promissory notes | $ 10,000,000 | $ 10,000,000 | |||||||||||||
Conversion price, percentage | 50% | ||||||||||||||
Aggregate principal amount | 5,000,000 | $ 5,000,000 | 5,000,000 | ||||||||||||
Outstanding debt | $ 250,000,000 | $ 250,000,000 | |||||||||||||
Number of shares outstanding | $ 25,000,000 | $ 25,000,000 | |||||||||||||
Enterprise value | $ 250,000,000 | ||||||||||||||
Equity securities percentage | 50% | 50% | |||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Interest accrued, percentage | 4% | 4% | |||||||||||||
Promissory notes | $ 700,000 | $ 700,000 | |||||||||||||
Conversion price, percentage | 90% | ||||||||||||||
Enterprise value | $ 250,000,000 | ||||||||||||||
Bear interest percentage | 4% | ||||||||||||||
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Purchase of additional units | $ 36,700,000 | ||||||||||||||
Secured convertible promissory notes | $ 91,700,000 | ||||||||||||||
Investors total | $ 55,000,000 | ||||||||||||||
Purchase agreement description | an initial public offering, (ii) a transaction or series of related transactions pursuant to which more than 50% of the Company’s equity securities come to be owned by an unrelated third party or (iii) the sale of all or substantially all of the assets of the Company (a “Liquidity Event”). The Notes are convertible, at the investor’s election, into shares of common stock or shares of the series or class of capital stock (“Conversion Shares”) | ||||||||||||||
Enterprise value as a condition for converting debt into equity | $ 250,000,000 | ||||||||||||||
Bear interest rate | 10% | ||||||||||||||
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] | Qualified Financing [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Minimum proceeds from public financing | $ 15,000,000 | ||||||||||||||
Estimated gain loss on debt conversion | $ 112,900,000 | ||||||||||||||
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] | Minimum [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Combined common stock shares (in Shares) | 523,763 | ||||||||||||||
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] | Maximum [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Combined common stock shares (in Shares) | 4,800,000 | ||||||||||||||
2020 Convertible promissory notes [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Convertible promissory notes | $ 2,500,000 | ||||||||||||||
Paycheck Protection Program Loan ("PPP Loan") [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Bear interest percentage | 1% | ||||||||||||||
Business administration principal amount | $ 1,100,000 | ||||||||||||||
2021 Convertible Promissory Note [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Promissory notes | $ 700,000 | $ 700,000 | |||||||||||||
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Purchase of additional units | 36,700,000 | ||||||||||||||
Secured convertible promissory notes | 91,700,000 | ||||||||||||||
Investors total | $ 55,000,000 | ||||||||||||||
Purchase agreement description | (i) an initial public offering, (ii) a transaction or series of related transactions pursuant to which more than 50% of the Company’s equity securities come to be owned by an unrelated third party or (iii) the sale of all or substantially all of the assets of the Company (a “Liquidity Event”). The Notes are convertible, at the investor’s election, into shares of common stock or shares of the series or class of capital stock (“Conversion Shares”) sold in a private round of equity financing consummated after January 1, 2021 that result in gross proceeds of at least $15.0 million (a “CPH Qualified Financing”). The conversion price is equal to the imputed pre-money enterprise value of the Company with respect to the CPH Qualified Financing divided by the total number of shares of capital stock then currently issued and outstanding, calculated on an as-exercised, as-converted, fully diluted basis, but excluding shares of capital stock of the Company issuable to the investor upon conversion of the Notes. The conversion price is subject to adjustment in the event the Company’s enterprise value is greater than $250.0 million at the time of conversion. | ||||||||||||||
Bear interest rate | 10% | ||||||||||||||
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] | Minimum [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Combined common stock shares (in Shares) | 523,763 | ||||||||||||||
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member] | Maximum [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Combined common stock shares (in Shares) | 4,800,000 | ||||||||||||||
Two Zero Two Zero Convertible Promissory Notes [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Convertible promissory notes | $ 2,500,000 | ||||||||||||||
Bear interest percentage | 4% | ||||||||||||||
Two Zero Two Zero Convertible Promissory Notes [Member] | Minimum [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Total shares of capital stock | 200,000,000 | ||||||||||||||
Two Zero Two Zero Convertible Promissory Notes [Member] | Maximum [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Total shares of capital stock | $ 250,000,000 | ||||||||||||||
Two Zero Two Zero Paycheck Protection Program Loan ("PPP Loan") [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Bear interest percentage | 1% | ||||||||||||||
Business administration principal amount | $ 1,100,000 | ||||||||||||||
Two Zero One Nine Term Loan Facility ("Term Loan") [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Loan amount | $ 30,000,000 | ||||||||||||||
Loan matures | 24 months | ||||||||||||||
Interest loan percentage | 4.05% | ||||||||||||||
Common stock value issued | $ 100,000 | ||||||||||||||
2020 Convertible Promissory Notes Excluding the Portion of Debt Converted into Equity [Member] | |||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||
Deferred gain loss on early extinguishment of debt | $ 2,400 |
Debt (Details) - Schedule of de
Debt (Details) - Schedule of debt - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt (Details) - Schedule of debt [Line Items] | |||
Other loans Unamortized Issuance | $ 0 | $ 37 | |
Other loans Short-term | 0 | 0 | |
Other loans Long-term | 0 | 37 | |
Other loans Unamortized Issuance | 0 | 37 | |
Other loans Net Carrying Unamortized | 0 | 0 | |
Total principal amount outstanding Unamortized Issuance | 94,665 | 74,360 | 34,144 |
Total principal amount outstanding Short-term | 24,165 | 3,148 | |
Total principal amount outstanding Long-term | 70,500 | 71,212 | |
Total principal amount outstanding Unamortized Issuance | (267) | (358) | |
Total principal amount outstanding Net Carrying Unamortized | 94,398 | 74,002 | |
Related party loans | 496 | ||
Less: Short-term debt | (3,148) | (2,910) | |
Less: Unamortized debt issuance costs | (358) | (251) | |
Long-term debt, net | 70,854 | 30,983 | |
2022 B. Riley bridge loan [Member] | |||
Debt (Details) - Schedule of debt [Line Items] | |||
Convertible Promissory Note Unpaid Principal | 20,342 | ||
Convertible Promissory Note Short-term | 20,342 | ||
Convertible Promissory Note Long-term | 0 | ||
Convertible Promissory Note Unamortized Issuance | 0 | ||
Convertible Promissory Note Unamortized Issuance | 20,342 | ||
2021 Cox convertible promissory note [Member] | |||
Debt (Details) - Schedule of debt [Line Items] | |||
Convertible Promissory Note Unpaid Principal | 15,000 | 15,000 | |
Convertible Promissory Note Short-term | 0 | 0 | |
Convertible Promissory Note Long-term | 15,000 | 15,000 | |
Convertible Promissory Note Unamortized Issuance | 0 | 0 | |
Convertible Promissory Note Unamortized Issuance | 15,000 | 15,000 | |
Convertible Promissory Note | 15,000 | ||
2021 Convertible promissory notes [Member] | |||
Debt (Details) - Schedule of debt [Line Items] | |||
Convertible Promissory Note Unpaid Principal | 675 | 675 | |
Convertible Promissory Note Short-term | 175 | 0 | |
Convertible Promissory Note Long-term | 500 | 675 | |
Convertible Promissory Note Unamortized Issuance | 0 | 0 | |
Convertible Promissory Note Unamortized Issuance | 675 | 675 | |
Convertible Promissory Note | 675 | ||
2020 Secured convertible promissory note [Member] | |||
Debt (Details) - Schedule of debt [Line Items] | |||
Convertible Promissory Note Unpaid Principal | 55,000 | 55,000 | |
Convertible Promissory Note Short-term | 0 | 0 | |
Convertible Promissory Note Long-term | 55,000 | 55,000 | |
Convertible Promissory Note Unamortized Issuance | (267) | (358) | |
Convertible Promissory Note Unamortized Issuance | 54,733 | 54,642 | |
Convertible Promissory Note | 55,000 | 30,000 | |
2020 Convertible promissory notes [Member] | |||
Debt (Details) - Schedule of debt [Line Items] | |||
Convertible Promissory Note Unpaid Principal | 2,525 | 2,525 | |
Convertible Promissory Note Short-term | 2,525 | 2,025 | |
Convertible Promissory Note Long-term | 0 | 500 | |
Convertible Promissory Note Unamortized Issuance | 0 | 0 | |
Convertible Promissory Note Unamortized Issuance | 2,525 | 2,525 | |
Convertible Promissory Note | 2,525 | 2,525 | |
2020 PPP loan [Member] | |||
Debt (Details) - Schedule of debt [Line Items] | |||
Convertible Promissory Note Unpaid Principal | 1,123 | 1,123 | |
Convertible Promissory Note Short-term | 1,123 | 1,123 | |
Convertible Promissory Note Long-term | 0 | 0 | |
Convertible Promissory Note Unamortized Issuance | 0 | 0 | |
Convertible Promissory Note Unamortized Issuance | $ 1,123 | 1,123 | |
Convertible Promissory Note | $ 1,123 | $ 1,123 |
Debt (Details) - Schedule of lo
Debt (Details) - Schedule of long-term debt maturities - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt (Details) - Schedule of long-term debt maturities [Line Items] | |||
2022 (remainder) | $ 23,490 | ||
2023 | 71,175 | ||
Thereafter | 0 | ||
Total | 94,665 | $ 738 | $ 437 |
2022 | 3,148 | ||
2023 | 71,175 | ||
2024 | 0 | ||
2025 | 0 | ||
2026 | 0 | ||
Thereafter | 37 | ||
Total | $ 74,360 | ||
Non- Convertible Debt [Member] | |||
Debt (Details) - Schedule of long-term debt maturities [Line Items] | |||
2022 (remainder) | 21,465 | ||
2023 | 0 | ||
Thereafter | 0 | ||
Total | 21,465 | ||
Convertible Debt [Member] | |||
Debt (Details) - Schedule of long-term debt maturities [Line Items] | |||
2022 (remainder) | 2,025 | ||
2023 | 71,175 | ||
Thereafter | 0 | ||
Total | $ 73,200 |
Stock Compensation Expense (Det
Stock Compensation Expense (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Stock Compensation Expense (Details) [Line Items] | ||
Cost of revenues | $ 41,105 | $ 41,105 |
Prepaid Expense and Other Assets | $ 100,000 | $ 200,000 |
Stock Compensation Expense (D_2
Stock Compensation Expense (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Stock Compensation Expense (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Total stock–based compensation expense | $ 2,659 | $ 0 |
Stock options [Member] | ||
Stock Compensation Expense (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Total stock–based compensation expense | 118 | 0 |
Restricted stock awards [Member] | ||
Stock Compensation Expense (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Total stock–based compensation expense | $ 2,541 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments (Details) [Line Items] | ||||
Rent expenses | $ 1.1 | $ 0.6 | $ 1.4 | $ 1.5 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of future minimum lease payment - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies (Details) - Schedule of future minimum lease payment [Line Items] | ||
2023/2022 | $ 3,148 | |
2024/2023 | 71,175 | |
Total minimum lease payment | 74,360 | |
Long Term Debt Maturity [Member] | ||
Commitments and Contingencies (Details) - Schedule of future minimum lease payment [Line Items] | ||
2022 (remainder) $ | $ 1,412 | |
2023/2022 | 2,895 | 2,834 |
2024/2023 | 1,977 | 2,895 |
2025/2024 | 5 | 1,977 |
2025/2026 | 5 | |
2026 | 3 | |
Thereafter | 3 | |
Total minimum lease payment | $ 6,292 | $ 7,714 |
Litigation (Details)
Litigation (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
May 01, 2022 | Dec. 07, 2020 | Apr. 30, 2022 | Oct. 31, 2021 | May 21, 2021 | Jan. 28, 2020 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 19, 2021 | Sep. 14, 2020 | May 12, 2020 | |
Litigation (Details) [Line Items] | |||||||||||||
Accrued amount | $ 1,000 | $ 1,100 | |||||||||||
Agreement total amount | $ 3,000 | $ 3,000 | |||||||||||
Plus payment | $ 500 | ||||||||||||
Settlement agreement | the Company has entered into a settlement agreement whereby Gordon agreed to the cancellation of 90,000 of the 790,000 outstanding stock options previously issued to him and to release any actions, claims, damages, judgments or agreements arising out of his relationship with the Company in exchange for $1.9 million in cash | the Company has entered into a settlement agreement whereby Gordon agreed to the cancellation of 90,000 of the 790,000 outstanding stock options previously issued to him and to release any actions, claims, damages, judgments or agreements arising out of his relationship with the Company in exchange for $1.9 million in cash. | |||||||||||
Legal accrual | $ 1,900 | 700 | |||||||||||
Initial payment | $ 400 | ||||||||||||
Issuance of common stock in connection with litigation settlement value | $ 294 | ||||||||||||
Equity percentage | 20% | ||||||||||||
Shares, Issued | 22,902,063 | 1,000,000 | |||||||||||
Accrued expense | 3,200 | ||||||||||||
Additional Paid-in Capital [Member] | |||||||||||||
Litigation (Details) [Line Items] | |||||||||||||
Issuance of common stock in connection with litigation settlement value | $ 294 | ||||||||||||
Salman and Gimelshtein [Member] | |||||||||||||
Litigation (Details) [Line Items] | |||||||||||||
Alleged funding amount | $ 2,500 | ||||||||||||
Bridging Finance Group [Member] | |||||||||||||
Litigation (Details) [Line Items] | |||||||||||||
Alleged funding amount | $ 30,000 | ||||||||||||
Ms. Butler [Member] | |||||||||||||
Litigation (Details) [Line Items] | |||||||||||||
Legal accrual | 800 | ||||||||||||
Preliminary settlement payable | $ 800 | ||||||||||||
Combination of cash and common stock | 800 | ||||||||||||
Treschow-Fritzoe [Member] | |||||||||||||
Litigation (Details) [Line Items] | |||||||||||||
Legal accrual | $ 800 | $ 800 | 800 | 1,200 | |||||||||
Treschow-Fritzoe [Member] | Subsequent Event [Member] | |||||||||||||
Litigation (Details) [Line Items] | |||||||||||||
Subsequently paid in cash | $ 800 | ||||||||||||
Mr. Selkoe [Member] | |||||||||||||
Litigation (Details) [Line Items] | |||||||||||||
Accrued amount | $ 3,200 | ||||||||||||
Severance payments | $ 300 | $ 2,900 | |||||||||||
Amount paid in advance | $ 2,900 | ||||||||||||
Ms. Butler [Member] | |||||||||||||
Litigation (Details) [Line Items] | |||||||||||||
Subsequently paid in cash | 100 | ||||||||||||
Ms. Butler [Member] | Additional Paid-in Capital [Member] | |||||||||||||
Litigation (Details) [Line Items] | |||||||||||||
Issuance of common stock in connection with litigation settlement value | $ 300 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses [Line Items] | ||
Accounts payable | $ 7,976 | $ 4,314 |
Accrued legal settlements | 3,745 | 7,152 |
Accrued interest payable | 5,517 | 195 |
Accrued transaction costs | 3,995 | 0 |
Other accrued expenses | 7,148 | 2,533 |
Total accounts payable and accrued expenses | $ 28,381 | $ 14,194 |
Stock Compensation Expense an_3
Stock Compensation Expense and Warrants (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jul. 19, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Compensation Expense and Warrants (Details) [Line Items] | ||||
Awards agreements | 20 years | |||
Percentage of voting power | 10% | |||
Granted period | 5 years | |||
Voting percentage | 10% | |||
Fair market value | 110% | |||
Option to purchase of common stock (in Shares) | 2,150,000 | 6,147,702 | ||
Incremental non-cash charge | $ 300,000 | |||
Weighted average grant date fair value (in Dollars per share) | $ 0.15 | |||
Fair value of options, vested | $ 300,000 | |||
Aggregate intrinsic value of option exercised | 500,000 | |||
Compensation costs | $ 400,000 | $ 0 | ||
Stock option exercised (in Shares) | 42,184 | |||
Cash received for stock option | $ 35,856 | |||
Unrecognized stock-based compensation | $ 500,000 | |||
Recognized over weighted-average period | 2 years 10 months 24 days | |||
Common stock to non-employees (in Shares) | 36,202 | |||
2019 Equity Incentive Plan [Member] | ||||
Stock Compensation Expense and Warrants (Details) [Line Items] | ||||
Stock options grants (in Shares) | 10,500,000 | |||
Maximum [Member] | ||||
Stock Compensation Expense and Warrants (Details) [Line Items] | ||||
Exercise price (in Dollars per share) | $ 5 | |||
Minimum [Member] | ||||
Stock Compensation Expense and Warrants (Details) [Line Items] | ||||
Exercise price (in Dollars per share) | $ 0.85 | |||
Non-Employee Warrants [Member] | Maximum [Member] | ||||
Stock Compensation Expense and Warrants (Details) [Line Items] | ||||
Term of warrants | 10 years | |||
Non-Employee Warrants [Member] | Minimum [Member] | ||||
Stock Compensation Expense and Warrants (Details) [Line Items] | ||||
Term of warrants | 9 years | |||
Commerce Media Holdings LLC [Member] | Prepaid Expenses and Other Current Assets [Member] | ||||
Stock Compensation Expense and Warrants (Details) [Line Items] | ||||
Compensation costs | $ 200,000 | $ 200,000 | ||
Restricted Stock [Member] | ||||
Stock Compensation Expense and Warrants (Details) [Line Items] | ||||
Stock options grants (in Shares) | 625,114 | |||
Awards agreements | 90 days | |||
Unrecognized stock-based compensation | $ 7,300,000 | |||
Recognized over weighted-average period | 1 year 9 months 18 days | |||
Vest over period | 2 years | |||
Cost of Revenues [Member] | Commerce Media Holdings LLC [Member] | ||||
Stock Compensation Expense and Warrants (Details) [Line Items] | ||||
Compensation costs | $ 82,892 | $ 83,119 |
Stock Compensation Expense an_4
Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan | 12 Months Ended |
Dec. 31, 2021 shares | |
Awards Reserved for Issuance [Member] | |
Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan [Line Items] | |
Equity Incentive Plan | 10,500,000 |
Awards Outstanding [Member] | |
Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan [Line Items] | |
Equity Incentive Plan | 9,178,745 |
Awards Available for Grant [Member] | |
Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan [Line Items] | |
Equity Incentive Plan | 1,321,255 |
Stock Compensation Expense an_5
Stock Compensation Expense and Warrants (Details) - Schedule of stock option activity and related information $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Stock Compensation Expense and Warrants (Details) - Schedule of stock option activity and related information [Line Items] | |
Number of Shares, Options Outstanding beginning balance | shares | 5,340,000 |
Number of Shares Options Granted | shares | 6,147,702 |
Number of Shares Options Exercised | shares | (42,184) |
Number of Shares Options Forfeited | shares | (387,421) |
Number of Shares, Options Cancelled | shares | (2,420,000) |
Number of Shares Options Expired | shares | (61,999) |
Number of Shares, Options Outstanding ending balance | shares | 8,576,098 |
Number of Shares, Options vested and exercisable | shares | 5,187,624 |
Weighted-Average Exercise Price Per Share, Options Outstanding beginning balance | $ / shares | $ 5 |
Weighted-Average Exercise Price Per Share, Options Granted | $ / shares | 0.85 |
Weighted-Average Exercise Price Per Share, Options Exercised | $ / shares | 0.85 |
Weighted-Average Exercise Price Per Share Forfeited | $ / shares | 0.85 |
Weighted-Average Exercise Price Per Share, Options Cancelled | $ / shares | 4.97 |
Weighted-Average Exercise Price Per Share, Options Expired | $ / shares | 0.85 |
Weighted-Average Exercise Price Per Share, Options Outstanding ending balance | $ / shares | 1.23 |
Weighted-Average Exercise Price Per Share, Options vested and exercisable | $ / shares | $ 1.45 |
Weighted-Average Remaining Contractual Life in Years, Options Outstanding beginning balance | 18 years 9 months 18 days |
Weighted-Average Remaining Contractual Life in Years, Options Outstanding ending balance | 10 years 9 months 29 days |
Weighted-Average Remaining Contractual Life in Years, Options vested and exercisable | 11 years 7 months 9 days |
Aggregate Intrinsic Value of In-the-Money Options, Options Outstanding beginning balance | $ | |
Aggregate Intrinsic Value of In-the-Money Options, Options Outstanding ending balance | $ | 138,479 |
Aggregate Intrinsic Value of In-the-Money Options, Options vested and exercisable | $ | $ 82,470 |
Stock Compensation Expense an_6
Stock Compensation Expense and Warrants (Details) - Schedule of fair value of options weighted-average granted - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Compensation Expense and Warrants (Details) - Schedule of fair value of options weighted-average granted [Line Items] | ||
Stock price (in Dollars per share) | $ 0.72 | $ 0.53 |
Expected term | 4 years | |
Volatility | 228.60% | |
Risk-free interest rate | 1.90% | |
Dividend yield | 0% | 0% |
Minimum [Member] | ||
Stock Compensation Expense and Warrants (Details) - Schedule of fair value of options weighted-average granted [Line Items] | ||
Expected term | 2 years | |
Volatility | 30% | |
Risk-free interest rate | 0.21% | |
Maximum [Member] | ||
Stock Compensation Expense and Warrants (Details) - Schedule of fair value of options weighted-average granted [Line Items] | ||
Expected term | 6 years | |
Volatility | 34% | |
Risk-free interest rate | 0.84% |
Stock Compensation Expense an_7
Stock Compensation Expense and Warrants (Details) - Schedule of restricted stock awards activity and related information | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Stock Compensation Expense and Warrants (Details) - Schedule of restricted stock awards activity and related information [Line Items] | |
Number of Shares Nonvested restricted stock awards Beginning Balance | shares | 0 |
Number of Shares Granted | shares | 625,114 |
Number of Shares Vested | shares | 22,467 |
Number of Shares Forfeited | shares | 0 |
Number of Shares Nonvested restricted stock awards Ending Balance | shares | 602,647 |
Weighted-Average Grant Date Fair Value Per Share Beginning Balance | $ / shares | |
Weighted-Average Grant Date Fair Value Per Share Granted | $ / shares | 13.22 |
Weighted-Average Grant Date Fair Value Per Share Vested | $ / shares | 13.68 |
Weighted-Average Grant Date Fair Value Per Share Forfeited | $ / shares | |
Weighted-Average Grant Date Fair Value Per Share Nonvested restricted stock awards Ending Balance | $ / shares | $ 13.2 |
Stock Compensation Expense an_8
Stock Compensation Expense and Warrants (Details) - Schedule of warrant activity - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Compensation Expense and Warrants (Details) - Schedule of warrant activity [Line Items] | ||
Warrants outstanding beginning balance | 654,833 | 618,631 |
Warrants granted and vested | 36,202 | |
Warrants outstanding ending balance | 654,833 | 654,833 |
Stock Compensation Expense an_9
Stock Compensation Expense and Warrants (Details) - Schedule of weighted-average exercise price and weighted-average grant date - Share-Based Payment Arrangement, Nonemployee [Member] | 12 Months Ended |
Dec. 31, 2020 $ / shares | |
Stock Compensation Expense and Warrants (Details) - Schedule of weighted-average exercise price and weighted-average grant date [Line Items] | |
Weighted-Average Exercise Price | $ 0.01 |
Weighted-Average Fair Value | $ 0.53 |
Stock Compensation Expense a_10
Stock Compensation Expense and Warrants (Details) - Schedule of stock-based compensation expense - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Compensation Expense and Warrants (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Stock options | $ 695 | |
Restricted stock awards | 942 | |
Common stock warrants – Non-employee | 20 | |
Total stock – based compensation expense | 1,637 | 20 |
Tax benefit related to stock based compensation expense | ||
Tax benefit realized from stock options exercised |
401(K) Plan (Details)
401(K) Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
401(K) Plan (Details) [Line Items] | ||
Employees earnings | 4% | |
Contributions amount | $ 0.6 | $ 0.3 |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred income tax assets: | ||
Accrual to cash | $ 3,971 | |
Accrued bonus | 3,156 | 189 |
Stock-based compensation | 1,068 | 748 |
Deferred rent | 2 | 22 |
Deferred revenue | 2,211 | 311 |
Bad debt expense | 121 | 100 |
Contributions | 19 | 18 |
Depreciation | 85 | 34 |
163(j) interest limitation | 1,148 | |
Warrants | 47 | |
Net operating losses | 20,840 | 14,291 |
Total deferred income tax assets | 28,697 | 19,684 |
Less: valuation allowance | (28,697) | (18,570) |
Deferred income tax liabilities: | ||
Amortization | (30) | |
Depreciation | ||
Accrual to cash | (1,084) | |
Total deferred income tax liabilities | (1,114) | |
Total deferred tax assets, net |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of the statutory tax rates and the effective tax rates - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) - Schedule of the statutory tax rates and the effective tax rates [Line Items] | ||
U.S. federal statutory income tax rate (in Dollars) | $ (7,742) | $ (6,043) |
U.S. federal statutory income tax rate | 21% | 21% |
State taxes, net of federal benefit (in Dollars) | $ (2,542) | $ (2,001) |
State taxes, net of federal benefit | 6.90% | 7% |
Non-deductible interest expense (in Dollars) | ||
Non-deductible interest expense | 0% | 0% |
Other non-deductible items (in Dollars) | $ 156 | $ 35 |
Other non-deductible items | (0.40%) | (0.10%) |
Valuation allowance (in Dollars) | $ 10,128 | $ 8,009 |
Valuation allowance | (27.50%) | (27.90%) |
Income tax expense (in Dollars) | ||
Income tax expense | 0% | 0% |
Going Concern (Details)
Going Concern (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Going Concern (Details) [Line Items] | |
Company cash | $ 17 |
Accumulated deficit | 112.4 |
Net cash in operating activities | 25.2 |
Additional financing amount | $ 20 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jul. 29, 2022 | Jul. 19, 2022 | Oct. 24, 2021 | Apr. 27, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 15, 2022 | Mar. 31, 2022 | Jul. 19, 2021 | Jun. 19, 2021 | Jun. 19, 2020 | |
Subsequent Events (Details) [Line Items] | |||||||||||||
Term loan closing Final | $ 94,665,000 | $ 74,360,000 | $ 34,144,000 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||
Common Stock, Conversion Basis | one-to-one basis | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 22,467 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares | 602,647 | 0 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 20 years | ||||||||||||
Class of Warrant or Right, Outstanding | 1,047,623 | ||||||||||||
Shares, Issued | 22,902,063 | 1,000,000 | |||||||||||
Stock Surrendered And Exchanged During Period Shares | 50,995,637 | ||||||||||||
Repayments of Debt | $ 385,000 | $ 26,144,000 | |||||||||||
Business Combination Net Cash Consideration Received | $ 57,800,000 | ||||||||||||
Subsequent Event, Date | Aug. 15, 2022 | ||||||||||||
Common stock, shares issued | 8,612,791 | 8,461,706 | 7,397,055 | ||||||||||
B Riley Principal 150 Merger Corp [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Shares Issued, Price Per Share | $ 10 | $ 10 | |||||||||||
Stock Issued During Period, Value, New Issues | $ 5,040,534 | $ 5,040,534 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 75% | ||||||||||||
Class of Warrant or Right, Outstanding | 5,923,333 | 5,923,333 | |||||||||||
Shares, Issued | 4,312,500 | ||||||||||||
Dividends shares (in Shares) | 65,000,000 | ||||||||||||
Discrete individual grant, percentage | 75% | ||||||||||||
Aggregate amount | $ 172,500,000 | $ 172,500,000 | |||||||||||
Common stock, shares issued | 17,770,000 | 17,770,000 | |||||||||||
Sale of stock, price per share (in Dollars per share) | $ 11.5 | $ 11.5 | |||||||||||
FaZe Convertible Promissory Notes [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Convertible Debt, Current | $ 72,900,000 | ||||||||||||
Debt Instrument, Increase, Accrued Interest | 6,900,000 | ||||||||||||
Debt Instrument Accrued Interest Settled In Cash | 2,600,000 | ||||||||||||
Gain (Loss) on Extinguishment of Debt | 115,300,000 | ||||||||||||
PPP Loan [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Repayments of Debt | 1,100,000 | ||||||||||||
FAZEB Riley Term Loan [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Repayments of Debt | $ 20,000,000 | ||||||||||||
Preferred Stock [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,237,800 | ||||||||||||
Preferred Stock Warrants [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Class of Warrant or Right, Outstanding | 292,790 | ||||||||||||
Common Stock Warrants [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Class of Warrant or Right, Outstanding | 754,833 | ||||||||||||
Public And Private Placement Warrants [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 5,923,333 | ||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 525,782 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares | 1,450,914 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 75% | ||||||||||||
Restricted Stock [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 966,326 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 90 days | ||||||||||||
Founder Shares [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 50% | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 90 days | ||||||||||||
Sponsor Support Agreement [Member] | B Riley Principal 150 Merger Corp [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Purchased amount | $ 100,000,000 | ||||||||||||
Third party investment | 20,000,000 | ||||||||||||
PIPE investment | 53,400,000 | ||||||||||||
FAZENew Fa Ze Common Stock [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 10,000,000 | ||||||||||||
Shares Issued, Price Per Share | $ 10 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 100,000 | ||||||||||||
Common Stock New Issues Description | A number of New FaZe Common Stock equal to 6% of the sum of i) the total number of New FaZe Common Stock issued and outstanding as of immediately after the Closing and ii) the total number of shares of New FaZe Common Stock equal to the product of the total number of Net Vested Company Option Shares and the Equity Value Exchange Ratio were issued and will be subject to vesting and forfeiture conditions upon reaching certain VWAP per share during the period commencing 90 days after the Closing Date and ending five years after the Closing Date. | ||||||||||||
Aggregate Equity Value Consideration [Member] | B Riley Principal 150 Merger Corp [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Shares, Issued | 5,312,098 | ||||||||||||
P I P E Investor [Member] | B Riley Principal 150 Merger Corp [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Shares Issued, Price Per Share | $ 10 | ||||||||||||
Aggregate share (in Shares) | 10,000,000 | ||||||||||||
Proceeds from other equity | $ 100,000,000 | ||||||||||||
Closing agreements | 118,000,000 | ||||||||||||
Aggregate amount | $ 71,400,000 | ||||||||||||
New Fa Ze Common Stock [Member] | B Riley Principal 150 Merger Corp [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||||
Shares Issued, Price Per Share | $ 10 | ||||||||||||
Shares, Issued | 50,995,637 | ||||||||||||
Fa Ze Common Stock [Member] | B Riley Principal 150 Merger Corp [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Shares Issued, Price Per Share | $ 0.00001 | ||||||||||||
Common Class B [Member] | B Riley Principal 150 Merger Corp [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Shares, Issued | 4,312,500 | ||||||||||||
Common stock, shares issued | 4,312,500 | 4,312,500 | 4,312,500 | ||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Aggregate principal amount | $ 20,000,000 | ||||||||||||
Interest rate | 7% | ||||||||||||
Term loan closing Final | $ 10,000,000 | ||||||||||||
Term loan closing initial | $ 10,000,000 | ||||||||||||
Subsequent Event [Member] | B Riley Principal 150 Merger Corp [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Common stock, shares issued | 15,883,395 | ||||||||||||
Sale of stock, price per share (in Dollars per share) | $ 10 | ||||||||||||
Subsequent Event [Member] | PrivatePlacementWarrantsMember | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Class Of Warrant Or Right Resale During Period | 173,333 | ||||||||||||
Subsequent Event [Member] | FAZENew Fa Ze Common Stock [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Stock Issued During Period Shares For Resale | 64,035,579 | ||||||||||||
Subsequent Event [Member] | B Riley 150 [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||||
Stock Redeemed or Called During Period, Shares | 15,883,395 | ||||||||||||
Subsequent Event [Member] | B Riley 150 [Member] | Common Class B [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Common Stock, Conversion Basis | one-to-one basis |