FaZe Holdings Inc - Ordinary Shares (FAZE) S-4/A 14 Mar 22 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	12 Months Ended
	Dec. 31, 2021
Document Information Line Items
Entity Registrant Name	B. Riley Principal 150 Merger Corp.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	Amendment No. 1
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

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 43,324	$ 25,000
Deferred Offering costs		80,000
Prepaid expenses	612,449
Total current assets	655,773	105,000
Cash held in Trust Account	172,516,200
Total assets	173,171,973	105,000
Current liabilities:
Accounts payable and accrued expenses	2,621,918	80,450
Due to related party	191,250	998
Total current liabilities	2,813,168	81,448
Warrant liability	8,599,233
Total liabilities	11,412,401	81,448
Commitments
MEZZANINE EQUITY:
Class A Common stock subject to possible redemption; 17,250,000 shares (at redemption value of $10.00 per share)	172,500,000
Stockholders’ equity (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 December 31, 2021 and none issued and outstanding at December 31, 2020 (excluding 17,250,000 subject to redemption)	52
Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively	431	431
Additional paid-in capital		24,569
Accumulated deficit	(10,740,911)	(1,448)
Total stockholders’ equity (deficit)	(10,740,428)	23,552
Total liabilities and stockholders’ equity (deficit)	173,171,973	105,000
FaZe Clan Inc.
Current assets:
Cash	17,018,000	4,431,000
Accounts receivable, net	6,266,000	2,167,000
Contract assets	4,118,000	1,348,000
Inventory	6,000	59,000
Content asset, net	474,000
Prepaid expenses and other assets	6,190,000	1,330,000
Total current assets	34,072,000	9,335,000
Restricted cash	600,000
Property, equipment and leasehold improvements, net	925,000	677,000
Intangible assets, net	738,000	437,000
Other long-term assets	733,000	75,000
Total assets	37,068,000	10,524,000
Current liabilities:
Accounts payable and accrued expenses	28,381,000	14,194,000
Short-term debt	3,148,000	2,910,000
Contract liabilities	7,902,000	1,111,000
Other current liabilities	7,000	77,000
Total current liabilities	39,438,000	18,292,000
Long-term debt, net of discounts (Note 6)	70,854,000	30,983,000
Total liabilities	110,292,000	49,275,000
Commitments
MEZZANINE EQUITY:
Series A preferred stock, $0.00001 par value, 3,545,529 shares authorized at December 31, 2021 and 2020, respectively, 3,237,800 shares issued and outstanding at December 31, 2021 and 2020, respectively.	33,705,000	33,705,000
Stockholders’ equity (deficit):
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	5,479,000	3,086,000
Accumulated deficit	(112,408,000)	(75,542,000)
Total stockholders’ equity (deficit)	(106,929,000)	(72,456,000)
Total liabilities and stockholders’ equity (deficit)	$ 37,068,000	$ 10,524,000

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
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
FaZe Clan Inc.
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	8,461,706	7,397,055
Common stock, shares outstanding	8,461,706	7,397,055
Class A Common Stock
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
Common stock, shares outstanding	520,000
Class B Common Stock
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
Series A Preferred Stock | FaZe Clan Inc.
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

Statements of Operations

Statements of Operations - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2020		Dec. 31, 2021	Dec. 31, 2020
Operating costs	$ 1,448		$ 3,445,690
Loss from operations	(1,448)		(3,445,690)
Other income (expense):
Interest income			16,200
Warrant issue costs			(115,404)
Change in fair value of warrants			(3,322,267)
Other income (expense):			(3,421,471)
Net loss	$ (1,448)		$ (6,867,161)
Net loss per ordinary share:
Class A Common Stock – basic and diluted (in Dollars per share)		[1]	$ (0.35)
Class B Common Stock – basic and diluted (in Dollars per share)	$ 0		$ (0.35)
FaZe Clan Inc.
Loss from operations			$ (31,454,000)	$ (24,238,000)
Other income (expense):
Net loss			$ (36,866,000)	$ (28,777,000)
Net loss per common share – basic and diluted (in Dollars per share)			$ (4.28)	$ (3.62)
Weighted-average number of common shares outstanding – basic and diluted (in Shares)			8,619,131	7,941,652
Net loss per ordinary share:
Revenues			$ 52,852,000	$ 37,166,000
Cost of revenues			41,553,000	28,072,000
Gross profit			11,299,000	9,094,000
Operating expenses:
General and administrative			39,401,000	31,975,000
Sales and marketing			3,352,000	1,357,000
Other expense:
Interest expense, net			5,467,000	3,780,000
Other, net			(55,000)	759,000
Total other expense:			$ 5,412,000	$ 4,539,000
[1]	not applicable as there were no Class A Common Stock outstanding in 2020.

Statement of Changes in Stockho

Statement of Changes in Stockholders’ Deficit - USD ($)	Class ACommon Stock	Class BCommon Stock	Common StockFaZe Clan Inc.	Additional Paid-In CapitalFaZe Clan Inc.	Additional Paid-In Capital	Accumulated DeficitFaZe Clan Inc.	Accumulated Deficit	FaZe Clan Inc.	Total
Balance at Dec. 31, 2019				$ 2,922,000		$ (46,765,000)		$ (43,843,000)
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)			200,000					36,202
Net income (loss)						(28,777,000)		$ (28,777,000)
Balance at Dec. 31, 2020		$ 431		3,086,000	$ 24,569	(75,542,000)	$ (1,448)	(72,456,000)	$ 23,552
Balance (in Shares) at Dec. 31, 2020		4,312,500	7,397,055						4,312,500
Balance at Jun. 18, 2020		$ 431			24,569				$ 25,000
Balance (in Shares) at Jun. 18, 2020		4,312,500
Net income (loss)							(1,448)		(1,448)
Balance at Dec. 31, 2020		$ 431		3,086,000	24,569	(75,542,000)	(1,448)	(72,456,000)	$ 23,552
Balance (in Shares) at Dec. 31, 2020		4,312,500	7,397,055						4,312,500
Sale of 520,000 Private Placement Units on February 23, 2021	$ 52				5,040,482				$ 5,040,534
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					(5,065,051)		(3,872,302)		(8,937,353)
Stock based compensation expense				1,637,000				1,637,000
Issuance of common stock upon vesting of restricted stock awards (in Shares)			22,467
Exercise of stock options				36,000				36,000
Exercise of stock options (in Shares)			42,184
Issuance of common stock				720,000				720,000
Issuance of common stock (in Shares)			1,000,000
Net income (loss)	0					(36,866,000)	(6,867,161)	(36,866,000)	(6,867,161)
Balance at Dec. 31, 2021	$ 52	$ 431		$ 5,479,000		$ (112,408,000)	$ (10,740,911)	$ (106,929,000)	$ (10,740,428)
Balance (in Shares) at Dec. 31, 2021	520,000	4,312,500	8,461,706

Statement of Changes in Stock_2

Statement of Changes in Stockholders’ Deficit (Parentheticals)	12 Months Ended
	Dec. 31, 2021USD ($)
Statement of Stockholders' Equity [Abstract]
Sale of private placement units	$ 520,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (1,448)	$ (6,867,161)
Interest earned on investments held in Trust Account		(16,200)
Adjustments to reconcile net loss to net cash used in operating activities:
Warrant issue costs		115,404
Unrealized gain on change in fair value of warrants		3,322,267
Increase in prepaid expenses and other		(612,449)
Increase in accounts payable and accrued expenses	450	2,621,467
Increase in due to related party	998	190,252
Net cash used in operating activities		(1,246,420)
Cash flows from investing activities:
Proceeds deposited in Trust Account		(172,500,000)
Net cash used in investing activities		(172,500,000)
Cash flows from financing activities:
Proceeds from note payable – related party		40,000
Repayment of note payable – related party		(40,000)
Proceeds from issuance of Class B common stock	25,000
Proceeds from issuance of Class A common stock		172,500,000
Proceeds from issuance of private placement units		5,200,000
Payment of underwriting discounts		(3,450,000)
Payment of offering expenses		(485,256)
Net cash provided by financing activities	25,000	173,764,744
Increase in cash	25,000	18,324
Cash, beginning of year		25,000
Cash, end of period	25,000	43,324	$ 25,000
Supplemental disclosures:
Interest paid
Taxes paid
Initial value of Class A ordinary shares subject to possible redemption		172,500,000
Initial classification of warrant liability		5,276,966
FAZE CLAN, INC.
Cash flows from operating activities:
Net loss		(36,866)	(28,777)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense		75	(54)
Additions to content asset		(474)
Depreciation & amortization expense		1,021	741
Stock-based compensation expense		1,637	20
Non-cash interest expense		5,467	3,105
Foreign exchange impact			796
Other		(73)
Accounts receivable		(4,174)	664
Inventory		53	163
Prepaid expenses and other assets		(481)	(163)
Contract assets		(2,770)	817
Increase in accounts payable and accrued expenses		4,685	4,942
Contract liabilities		6,790	854
Other current liabilities		(70)	36
Net cash used in operating activities		(25,180)	(16,856)
Cash flows from investing activities:
Purchase of property, plant and equipment		(730)	(668)
Purchase of intangible assets		(840)	(123)
Issuance of note receivable		(135)
Net cash used in investing activities		(1,705)	(791)
Cash flows from financing activities:
Payments of loan principal		(385)	(26,144)
Proceeds from issuance of loans payable			1,123
Proceeds from issuance of convertible debt		40,675	35,350
Issuance of common stock in connection with exercise of stock options		36
Payment of debt issuance costs		(254)	(250)
Net cash provided by financing activities		40,072	10,079
Increase in cash		13,187	(7,568)
Cash, beginning of year		4,431	11,999
Cash, end of period	4,431	17,618	4,431
RECONCILIATION TO CONSOLIDATED BALANCE SHEETS
Cash	4,431	17,018	4,431
Restricted cash		600
Cash and restricted cash	$ 4,431	17,618	4,431
Supplemental disclosures:
Interest paid			1,041
Issuance of common stock in connection with litigation settlement		720
Capitalization of deferred transaction costs included in accounts payable		$ 4,899

Organization and Nature of Busi

Organization and Nature of Business Operations	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
ORGANIZATION AND NATURE OF BUSINESS OPERATIONS	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 -owned 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 in its operating bank account, $172,516,200 in cash and cash equivalents 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 $1,957,395, which excludes Delaware franchise taxes payable of $200,000 (which is included in accounts payable and accrued expenses at December 31, 2021) as franchise taxes are paid from the Trust Account from interest income earned. 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

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
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”). 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 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 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 -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 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 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 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 ) 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 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 The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re -measured -financial -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 -20 -40 -06 -06 -06 -converted -06
FaZe Clan Inc. [Member]
Summary of Significant Accounting Policies [Line Items]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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 -based 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 -19 COVID -19 -19 -term -term -19 As COVID -19 -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 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 -lived Intangibles, net Website Development Costs: Intangibles — Goodwill and Other -line three Talent Acquisition Costs: -line 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 -lived -lived 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 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 We generate and produce original content which we monetize through Google’s AdSense service. Revenue is variable and is earned when the visitor “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. 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 -sharing 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: • • • Based on our evaluation of the above indicators, we report consumer products revenues on a gross basis. Esports League Participation: -share 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 Compensation — Stock Compensation -based 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 price of issuances of the Company’s preferred stock, which the Company sold to outside investors in arm’s-length transactions, and the rights, preferences, and privileges of the Company’s preferred stock and common stock; (2) valuations performed by an independent valuation specialist; (3) the Company’s stage of development and revenue growth; (4) the fact that the awards involved illiquid securities in a private company; and (5) the likelihood of achieving a liquidity event for the shares of common stock underlying the awards, such as an initial public offering or sale of the Company, given prevailing market conditions. The Company believes this to have been a reasonable methodology based on certain arm’s-length transactions involving the Company’s preferred stock, supported by the results produced by this valuation methodology. As the Company’s common stock is not actively traded, the determination of fair value involves assumptions, judgments and estimates. If different assumptions were made, stock-based compensation expense and net loss could have been significantly different. For stock options, the Company estimates the fair value using the Black -Scholes-Merton -pricing -Scholes -free The Black -Scholes -based -based materially different in the future. The Company accounts for forfeitures of stock -based -based -vesting -line 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 four 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 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, -average for the years ended December 31, 2021 and 2020. The Company considered these warrants outstanding in the context of basic loss per share and included these warrants in the weighted -average The results of operations were a net loss for the years ended December 31, 2021 and 2020. Therefore, the basic and diluted weighted -average Years Ended December 31, 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 -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 (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. -07 -based -based -07 -07 In August 2018, the FASB issued ASU 2018 -13 Fair Value Measurement (Topic 820). -13 -13 In March 2019, the FASB issued ASU 2019 -02 Improvements to Accounting for Costs of Films and License Agreements for Program Materials -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) -of-use -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. -use -use In December 2019, the FASB issued ASU 2019 -12 Income Taxes (Topic -740 ): Simplifying the Accounting for Income Taxes -12 In August 2020, the FASB issued ASU 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815 -40 ) -over-substance-based In May 2021, the FASB issued ASU 2021 -04 Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470 -50 ), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity -Classified Written Call Options. -classified -classified -based -04

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
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”). 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 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 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.
FaZe Clan Inc. [Member]
Related Party Transactions [Line Items]
RELATED PARTY TRANSACTIONS	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

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
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 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 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 -price -free -free -coupon The key inputs into the Monte Carlo simulation model and Black -Scholes 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 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	12 Months Ended
	Dec. 31, 2021
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, 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
FaZe Clan Inc.[Member]
Commitments [Line Items]
COMMITMENTS	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 Future minimum lease payments, which include non -cancelable Years ending December 31, (in thousands) 2022 $ 2,834 2023 2,895 2024 1,977 2025 5 2026 3 Total minimum lease payment $ 7,714

Warrants

Warrants	12 Months Ended
	Dec. 31, 2021
Warrants Disclosure [Abstract]
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 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 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): • • • -day • -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. 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

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
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.
FaZe Clan Inc. [Member]
Income Taxes [Line Items]
INCOME TAXES	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 $ (7,742 ) 21.0 % $ (6,043 ) 21.0 % State taxes, net of federal benefit (2,542 ) 6.9 % (2,001 ) 7.0 % Non-deductible interest expense — 0.0 % — 0.0 % Other non-deductible items 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.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity [Line Items]
STOCKHOLDERS’ EQUITY	NOTE 8 — STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company includes up to 100,000,000 Preferred Stock The Company is authorized to issue 1,000,000
FaZe Clan Inc. [Member]
Stockholders' Equity [Line Items]
STOCKHOLDERS’ EQUITY	7. Equity Preferred Stock The Company authorized 3,545,529 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 In 2021, the Company issued 1,064,651 Litigation As of December 31, 2021 and 2020, 8,461,706 and 7,397,055

Proposed Business Combination

Proposed Business Combination	12 Months Ended
	Dec. 31, 2021
Business Combinations [Abstract]
PROPOSED BUSINESS COMBINATION	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 owned subsidiary of the Company (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “ 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 -down 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 Aggregate Equity Value Consideration -based five 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 -out -based -year Per Share Merger Consideration Exchange Ratio -diluted Earn-Out Exchange Ratio -diluted Earn -Out -Out -diluted 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 -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 -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.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Line Items]
SUBSEQUENT EVENTS	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.
FaZe Clan Inc. [Member]
Subsequent Events [Line Items]
SUBSEQUENT EVENTS	15. SUBSEQUENT EVENTS In preparing the audited consolidated financial statements, the Company has evaluated subsequent events through March 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.

Description of the Business

Description of the Business	12 Months Ended
	Dec. 31, 2021
FaZe Clan Inc. [Member]
Description of the Business [Line Items]
DESCRIPTION OF THE BUSINESS	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.

Property, Equipment and Leaseho

Property, Equipment and Leasehold Improvements	12 Months Ended
	Dec. 31, 2021
FaZe Clan Inc. [Member]
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 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.

Intangibles Assets

Intangibles Assets	12 Months Ended
	Dec. 31, 2021
FaZe Clan Inc. [Member]
Intangibles Assets [Line Items]
INTANGIBLES ASSETS	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

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2021
FaZe Clan Inc. [Member]
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

Debt

Debt	12 Months Ended
	Dec. 31, 2021
FAZE CLAN, INC. [Member]
Debt [Line Items]
DEBT	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 Years ending December 31, (in thousands) 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 -exercised -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 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 -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 -exercised -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 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 -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 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 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 and

Stock Compensation Expense and Warrants	12 Months Ended
	Dec. 31, 2021
FaZe Clan Inc. [Member]
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 stock options, stock appreciation rights, restricted stock and restricted stock units, generally to directors, employees, consultants and service providers. The maximum aggregate number of shares authorized to be issued under the Plan is 10,500,000 shares. 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 stock option under federal tax laws, the vesting schedule to be in effect for the option grant or stock issuance, and the maximum term for which any granted option is to remain outstanding. The term of the option shall be provided in the award agreements; however, the maximum term of the option shall be twenty five 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 stock option repricing program (the “Option Repricing”) authorizing the Company to reprice certain outstanding stock options to purchase the Company’s common stock held by eight executives, consultants, and investors (the “Eligible Options”), which became effective on July 19, 2021. Pursuant to this Option Repricing, options to purchase 2,150,000 shares of common stock were repriced from a $5.00 exercise price to a $0.85 exercise price. The impact of the Option Repricing was a one-time incremental non-cash charge of $ 0.3 million, which was recorded as stock compensation expense included in general and administrative expense within the condensed consolidated statements of operations. 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 period of a maximum of 180 days or as specified by the underwriters of the common stock of the Company. The following table summarizes the Company’s stock option activity and related information for the year ended December 31, 2021: Number of Weighted-Average Weighted-Average Aggregate 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, 2021 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 -based two The following table summarizes the Company’s restricted stock award activity and related information for the year ended December 31, 2021. Number of Shares Weighted-Average 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 Warrants 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 as compensation for services rendered. The warrants were fully vested at the grant date and the maximum term of the warrants is between nine ten The following table summarizes warrant activity for the years ended December 31, 2021 and 2020: Common Warrants 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-Average Exercise Price Weighted-Average 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, 2020 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 Compensation Expense Stock-Based Compensation Expense 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
FaZe Clan Inc.[Member]
401(K) Plan [Line Items]
401(K) PLAN	10. 401(k) Plan Our eligible employees participate in a company -sponsored

Litigation

Litigation	12 Months Ended
	Dec. 31, 2021
FaZe Clan Inc. [Member]
Litigation [Line Items]
LITIGATION	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 In January 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 -Fritzoe

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2021
FaZe Clan Inc. [Member]
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 -going

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2021
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”).
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 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 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 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
Cash Held in Trust Account	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 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	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.
Warrant Liability	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 -in
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 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	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	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 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 ) 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
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. 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 The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re -measured -financial -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 -20 -40 -06 -06 -06 -converted -06
FaZe Clan Inc. [Member]
Accounting Policies, by Policy (Policies) [Line Items]
Basis of Presentation	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 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 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 -based
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 four
Loss Per Common Share	Loss Per Common Share In accordance with the provisions of ASC 260, Earnings Per Share, -average for the years ended December 31, 2021 and 2020. The Company considered these warrants outstanding in the context of basic loss per share and included these warrants in the weighted -average The results of operations were a net loss for the years ended December 31, 2021 and 2020. Therefore, the basic and diluted weighted -average Years Ended December 31, 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	Accounting Pronouncements Recently Adopted In June 2018, the FASB issued ASU 2018 -07 Improvements to Nonemployee Share -Based Payment Accounting. -07 -based -based -07 -07 In August 2018, the FASB issued ASU 2018 -13 Fair Value Measurement (Topic 820). -13 -13 In March 2019, the FASB issued ASU 2019 -02 Improvements to Accounting for Costs of Films and License Agreements for Program Materials -02
Going Concern	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 -19 COVID -19 -19 -term -term -19 As COVID -19 -19
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 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 -lived
Intangibles, net	Intangibles, net Website Development Costs: Intangibles — Goodwill and Other -line three Talent Acquisition Costs: -line 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 -lived -lived
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 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 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	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	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 We generate and produce original content which we monetize through Google’s AdSense service. Revenue is variable and is earned when the visitor “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. 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 -sharing 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: • • • Based on our evaluation of the above indicators, we report consumer products revenues on a gross basis. Esports League Participation: -share 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 Debt
Advertising Expenses	Advertising Expenses The Company expenses advertising costs as incurred in accordance with ASC 720, Other Expenses.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for its stock -based Compensation — Stock Compensation -based 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 price of issuances of the Company’s preferred stock, which the Company sold to outside investors in arm’s-length transactions, and the rights, preferences, and privileges of the Company’s preferred stock and common stock; (2) valuations performed by an independent valuation specialist; (3) the Company’s stage of development and revenue growth; (4) the fact that the awards involved illiquid securities in a private company; and (5) the likelihood of achieving a liquidity event for the shares of common stock underlying the awards, such as an initial public offering or sale of the Company, given prevailing market conditions. The Company believes this to have been a reasonable methodology based on certain arm’s-length transactions involving the Company’s preferred stock, supported by the results produced by this valuation methodology. As the Company’s common stock is not actively traded, the determination of fair value involves assumptions, judgments and estimates. If different assumptions were made, stock-based compensation expense and net loss could have been significantly different. For stock options, the Company estimates the fair value using the Black -Scholes-Merton -pricing -Scholes -free The Black -Scholes -based -based materially different in the future. The Company accounts for forfeitures of stock -based -based -vesting -line
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: 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 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 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	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 -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 (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
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) -of-use -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. -use -use In December 2019, the FASB issued ASU 2019 -12 Income Taxes (Topic -740 ): Simplifying the Accounting for Income Taxes -12 In August 2020, the FASB issued ASU 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815 -40 ) -over-substance-based In May 2021, the FASB issued ASU 2021 -04 Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470 -50 ), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity -Classified Written Call Options. -classified -classified -based -04

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies (Tables) [Line Items]
Schedule of balance sheet are reconciled	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 reconciliation of the numerator and denominator used to compute basic and diluted net loss per share	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 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 )
FaZe Clan Inc. [Member]
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) 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	Years Ended December 31, 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 (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

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value, assets and liabilities measured on recurring basis	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	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	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)	12 Months Ended
	Dec. 31, 2021
FaZe Clan Inc.[Member]
Commitments and Contingencies (Tables) [Line Items]
Schedule of future minimum lease payment	Years ending December 31, (in thousands) 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	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 %
FaZe Clan Inc. [Member]
Income Taxes (Tables) [Line Items]
Schedule of deferred tax asset	(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	(in thousands) 2021 2020 U.S. federal statutory income $ (7,742 ) 21.0 % $ (6,043 ) 21.0 % State taxes, net of federal benefit (2,542 ) 6.9 % (2,001 ) 7.0 % Non-deductible interest expense — 0.0 % — 0.0 % Other non-deductible items 156 -0.4 % 35 -0.1 % Valuation allowance 10,128 -27.5 % 8,009 -27.9 % Income tax expense $ — 0.0 % $ — 0.0 %

Property, Equipment and Lease_2

Property, Equipment and Leasehold Improvements (Tables)	12 Months Ended
	Dec. 31, 2021
FaZe Clan Inc. [Member]
Property, Equipment and Leasehold Improvements (Tables) [Line Items]
Schedule property, equipment and leasehold improvements	(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) - FaZe Clan Inc. [Member]	12 Months Ended
	Dec. 31, 2021
Intangibles Assets (Tables) [Line Items]
Schedule of intangible assets	(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	(in thousands) Years ending December 31, 2022 $ 379 2023 265 2024 94 Total future amortization of amortizable intangible assets $ 738

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2021
FaZe Clan Inc. [Member]
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

Debt (Tables)

Debt (Tables) - FAZE CLAN, INC. [Member]	12 Months Ended
	Dec. 31, 2021
Debt (Tables) [Line Items]
Schedule of debt	(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	Years ending December 31, (in thousands) 2022 $ 3,148 2023 71,175 2024 — 2025 — 2026 — Thereafter 37 $ 74,360

Stock Compensation Expense an_2

Stock Compensation Expense and Warrants (Tables) - FaZe Clan Inc. [Member]	12 Months Ended
	Dec. 31, 2021
Stock Compensation Expense and Warrants (Tables) [Line Items]
Schedule of equity incentive plan	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	Number of Weighted-Average Weighted-Average Aggregate 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 and warrants granted	December 31, 2021 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, 2020 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	Number of Shares Weighted-Average 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	Common Warrants 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	For the Year Ended Weighted-Average Exercise Price Weighted-Average Common Stock Warrants – Non-employees $ 0.01 $ 0.53
Schedule of stock-based compensation expense	(in thousands) December 31, 2021 December 31, 2020 Stock-Based Compensation Expense Stock-Based Compensation Expense 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	Dec. 31, 2020	Dec. 31, 2021
Organization and Nature of Business Operations (Details) [Line Items]
Price per share (in Dollars per share)			$ 11.5
Percentage of gross proceeds			3.50%
Borrowing amount			$ 300,000
Note payable due to related party			40,000
Proceeds of initial public offering			172,500,000
Pay its expenses only from net proceeds			43,324
Pay dissolution expenses			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			43,324
Cash and cash equivalents			172,516,200
Working capital			1,957,395
Tax payable			200,000
Public Offering [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
Percentage of gross proceeds			2.00%
Other offering costs			$ 485,257
Public share par value (in Dollars per share)			$ 0.0001
Proceeds of initial public offering			$ 172,500,000
Over-allotment option [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Shares sold (in Shares)	2,250,000
Private Placement Units [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
Public Units [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Shares sold (in Shares)			17,250,000
Gross proceeds			$ 172,500,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended		6 Months Ended	12 Months Ended
	Feb. 23, 2021	Jan. 02, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jul. 19, 2021	Jun. 19, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Investments held in trust account				$ 172,516,200
Common stock shares sold (in Shares)				17,250,000
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
Common stock per share (in Dollars per share)				$ 11.5
Common shares issues for outstanding warrants (in Shares)				5,923,333
Basic and diluted earnings per share (in Dollars per share)			$ 0
Shares outstanding (in Shares)			4,312,500		4,312,500
Federal Depository insurance coverage				$ 250,000
Expected dividend yield
FaZe Clan Inc. [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Purchase of warrants (in Shares)						1,000,000
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		$ 1,100,000
Expenses advertising costs				$ 65,416	$ 65,416
Expected dividend yield				0.00%	0.00%
Unrecognized tax benefits federal				3 years
Unrecognized tax benefits state				4 years
Vested warrants outstanding (in Shares)				754,833
Segment				1
Customer discounts			800,000		$ 800,000
Customer returns			$ 200,000		$ 200,000
FaZe Clan Inc. [Member] | One Vendor [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentrations of risks percentage				17.00%	20.00%
Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Purchase of warrants (in Shares)				5,923,333
Accounts Receivable [Member] | FaZe Clan Inc. [Member] | Three Customers [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentrations of risks percentage				49.00%
Accounts Receivable [Member] | FaZe Clan Inc. [Member] | Two Customer [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentrations of risks percentage					45.00%
Revenues [Member] | FaZe Clan Inc. [Member] | One Independent Contractor [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentrations of risks percentage				22.00%	16.00%
Revenues [Member] | FaZe Clan Inc. [Member] | One Customers [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentrations of risks percentage				12.00%	10.00%
Accounts Payable [Member] | FaZe Clan Inc. [Member] | One Vendor [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentrations of risks percentage				2.00%	23.00%
Minimum [Member] | FaZe Clan Inc. [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Payment terms		30 days
Maximum [Member] | FaZe Clan Inc. [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Payment terms		45 days
Unrecognized Tax Benefits [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Accrued for interest and penalties description				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 ShareThe 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:
Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Issuance of warrants (in Shares)				5,750,000
Private Placement Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Issuance of warrants (in Shares)				173,333
Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Issuance of warrants (in Shares)				5,923,333

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of balance sheet are reconciled - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of balance sheet are reconciled [Abstract]
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

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 loss per share	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Redeemable common stock
Net loss attributable to redeemable common stock | $	$ (5,188,428)
Basic and diluted weighted average shares of redeemable common stock | shares	14,697,945
Basic and diluted net loss per share of redeemable common stock | $ / shares	$ (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 | shares	4,755,569
Basic and diluted net loss per share of redeemable common stock | $ / shares	$ (0.35)

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended	12 Months Ended
	Jun. 19, 2021	Dec. 31, 2021	Dec. 31, 2020	Jul. 19, 2021	Feb. 23, 2021	Feb. 19, 2021
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
Percentage of public offering		3.50%
Office space for per month						$ 3,750
Administrative fees payable		$ 41,150
Borrowing amount		300,000
Note payable balance					$ 40,000
Advances of operating expenses		191,250	$ 998
Advance of administrative fees		41,150
Offering costs expense					$ 43,495
FaZe Clan Inc. [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)				1,000,000
Accounts receivables		500,000	700,000
Loan payables to related parties			500,000
Expenses related to arrangements		700,000	$ 900,000
FaZe Clan Inc. [Member] | FaZe’s founders [Member]
Related Party Transactions (Details) [Line Items]
Accounts receivables		100,000
Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Percentage of outstanding shares	20.00%
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Underwriter's amount		$ 6,037,500
Common Class A [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sale of stock, price per share (in Dollars per share)	$ 12

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details) - Schedule of fair value, assets and liabilities measured on recurring basis	12 Months Ended
	Dec. 31, 2021USD ($)
Assets:
Cash held in Trust Account	$ 172,516,200
Assets	172,516,200
Liabilities:
Public Warrants	8,337,500
Private Placement Warrants	261,733
Warrant Liability	8,599,233
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
Cash held in Trust Account	172,516,200
Assets	172,516,200
Liabilities:
Public Warrants	8,337,500
Private Placement Warrants
Warrant Liability	8,337,500
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Cash held in Trust Account
Assets
Liabilities:
Public Warrants
Private Placement Warrants
Warrant Liability
Significant Other Observable Inputs (Level 3) [Member]
Assets:
Cash held in Trust Account
Assets
Liabilities:
Public Warrants
Private Placement Warrants	261,733
Warrant Liability	$ 261,733

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements (Details) - Schedule of fair value of initial measurement - $ / shares	1 Months Ended	12 Months Ended
	Feb. 23, 2021	Dec. 31, 2021
Schedule of fair value of initial measurement [Abstract]
Risk-free interest rate	0.90%	1.30%
Expected term (years)	6 years 4 months 24 days	5 years 6 months
Expected volatility	14.00%	18.50%
Exercise price (in Dollars per share)	$ 11.5	$ 11.5
Dividend yield

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements (Details) - Schedule of change in fair value of level 3 warrant liabilities	12 Months Ended
	Dec. 31, 2021USD ($)
Schedule of change in fair value of level 3 warrant liabilities [Abstract]
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 (Details)

Commitments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
FaZe Clan Inc.[Member]
Commitments (Details) [Line Items]
Rent expenses	$ 1.4	$ 1.5

Warrants (Details)

Warrants (Details)	12 Months Ended
	Dec. 31, 2021$ / shares
Warrants (Details) [Line Items]
Warrants expire term	5 years
Price per share	$ 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.
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Price per share	$ 18

Income Taxes (Details)

Income Taxes (Details) - USD ($)	1 Months Ended	12 Months Ended
	Mar. 27, 2020	Dec. 31, 2021	Dec. 31, 2020
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.
FaZe Clan Inc. [Member]
Income Taxes (Details) [Line Items]
Realized percentage			50.00%
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.

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of deferred tax asset - USD ($)	Dec. 31, 2021	Dec. 31, 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

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of the income tax provision - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Current:
Federal	$ 304	$ 228,347
Deferred:
Federal		8,663
Total benefit	304	237,010
Valuation allowance	(304)	(237,010)
Total provision for income taxes

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
Schedule of reconciliation of the Company’s effective income tax rate [Abstract]
Benefit for income taxes at federal statutory rate	21.00%	21.00%
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	0.00%	0.00%

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Jul. 06, 2021	Dec. 31, 2020
Stockholders' Equity (Details) [Line Items]
Common stock voting rights	one
Preferred stock, shares authorized	1,000,000		1,000,000
Share price per share (in Dollars per share)	$ 10
Preferred stock, shares issued
Preferred stock, shares outstanding
Temporary equity (in Dollars)	$ 8,937,353
FaZe Clan Inc. [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	31,900,878		31,900,878
Dividend rights, description	There are no cumulative dividend rights on the preferred shares.
Common stock, per share (in Dollars per share)	$ 0.00001		$ 0.00001
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, shares issued	8,461,706		7,397,055
Common stock, shares outstanding	8,461,706		7,397,055
Common Stock [Member] | FaZe Clan Inc. [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized		31,900,878
Common stock, per share (in Dollars per share)		$ 0.0001
Common stock, shares issued	8,461,706		8,461,706
Common stock, shares outstanding	7,397,055		7,397,055
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	100,000,000		100,000,000
Common stock, per share (in Dollars per share)	$ 0.0001		$ 0.0001
Common stock, shares issued	520,000
Common stock, shares outstanding	520,000
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized	10,000,000		10,000,000
Common stock, per share (in Dollars per share)	$ 0.0001		$ 0.0001
Common stock, shares issued	4,312,500		4,312,500
Common stock, shares outstanding	4,312,500		4,312,500
Series A Preferred Stock [Member] | FaZe Clan Inc. [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
Preferred stock, shares issued	3,237,800		3,237,800
Preferred stock, shares outstanding	3,237,800		3,237,800
Gross proceeds (in Dollars)	$ 25,000,000
Temporary equity (in Dollars)	$ 33,700,000

Proposed Business Combination (

Proposed Business Combination (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Business Combinations [Abstract]
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 | $ / shares	$ 10
Aggregate earnout consideration percentage	6.00%
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	75.00%
Options net share	1

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] $ in Millions	Mar. 31, 2022USD ($)
Subsequent Events (Details) [Line Items]
Aggregate principal amount	$ 20
Interest rate	7.00%

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of our fixed assets - FaZe Clan Inc. [Member]	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_7

Summary of Significant Accounting Policies (Details) - Schedule of disaggregates the company’s revenue - FaZe Clan Inc. [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Total revenue	$ 52,852	$ 37,166
Brand sponsorships [Member]
Segment Reporting Information [Line Items]
Total revenue	24,867	16,520
Content [Member]
Segment Reporting Information [Line Items]
Total revenue	16,068	12,077
Consumer products [Member]
Segment Reporting Information [Line Items]
Total revenue	5,751	5,560
Esports [Member]
Segment Reporting Information [Line Items]
Total revenue	5,847	2,860
Other [Member]
Segment Reporting Information [Line Items]
Total revenue	$ 319	$ 149

Summary of Significant Accoun_8

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted weighted-average shares of common stock outstanding - FaZe Clan Inc. [Member] - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
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

Summary of Significant Accoun_9

Summary of Significant Accounting Policies (Details) - Schedule of consolidated statement of operations - FaZe Clan Inc. [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2020USD ($)
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

Summary of Significant Accou_10

Summary of Significant Accounting Policies (Details) - Schedule of financial statements - FaZe Clan Inc. [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2020USD ($)
As Previously reported [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	$ 38,211
As Previously reported [Member] | Brand sponsorships [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	16,520
As Previously reported [Member] | Content [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	12,077
As Previously reported [Member] | Consumer products [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	6,605
As Previously reported [Member] | Esports [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	2,860
As Previously reported [Member] | Other [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	149
Revision adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	(1,045)
Revision adjustments [Member] | Brand sponsorships [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue
Revision adjustments [Member] | Content [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue
Revision adjustments [Member] | Consumer products [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	(1,045)
Revision adjustments [Member] | Esports [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue
Revision adjustments [Member] | Other [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue
As revised [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	37,166
As revised [Member] | Brand sponsorships [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	16,520
As revised [Member] | Content [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	12,077
As revised [Member] | Consumer products [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	5,560
As revised [Member] | Esports [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	2,860
As revised [Member] | Other [Member]
Condensed Financial Statements, Captions [Line Items]
Total Revenue	$ 149

Property, Equipment and Lease_3

Property, Equipment and Leasehold Improvements (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
FaZe Clan Inc. [Member]
Property, Equipment and Leasehold Improvements (Details) [Line Items]
Depreciation expense	$ 0.5	$ 0.3

Property, Equipment and Lease_4

Property, Equipment and Leasehold Improvements (Details) - Schedule property, equipment and leasehold improvements - FaZe Clan Inc. [Member] - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Subtotal	$ 1,704	$ 974
Less: Accumulated depreciation	(779)	(297)
Property, equipment and leasehold improvements, net $	925	677
Furniture/Fixtures [Member]
Property, Plant and Equipment [Line Items]
Subtotal	159	153
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Subtotal	708	306
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Subtotal	106	106
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 731	$ 409

Intangibles Assets (Details)

Intangibles Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
FaZe Clan Inc. [Member]
Intangibles Assets (Details) [Line Items]
Amortization expense	$ 0.5	$ 0.5

Intangibles Assets (Details) -

Intangibles Assets (Details) - Schedule of intangible assets - FaZe Clan Inc. [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Website development [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life	3 years	3 years
Gross Carrying Value	$ 211	$ 123
Accumulated Amortization	75	15
Net Carrying Value	$ 136	$ 108
Talent acquisition [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Life	2 – 3 years	2 years
Gross Carrying Value	$ 1,653	$ 901
Accumulated Amortization	1,051	572
Net Carrying Value	602	329
Intangible assets, net [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	1,864	1,024
Accumulated Amortization	1,126	587
Net Carrying Value	$ 738	$ 437

Intangibles Assets (Details) _2

Intangibles Assets (Details) - Schedule of estimated future amortization of intangible assets - FaZe Clan Inc. [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)
Intangibles Assets (Details) - Schedule of estimated future amortization of intangible assets [Line Items]
2022	$ 379
2023	265
2024	94
Total future amortization of amortizable intangible assets	$ 738

Accounts Payable and Accrued _3

Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - FaZe Clan Inc. [Member] - USD ($) $ in Thousands	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
Other accrued expenses	7,148	2,533
Total accounts payable and accrued expenses	$ 28,381	$ 14,194

Debt (Details)

Debt (Details) - FaZe Clan Inc. [Member] - USD ($) $ in Millions	May 01, 2020	Oct. 31, 2021	Dec. 31, 2020	Oct. 31, 2019	Aug. 31, 2021	Dec. 31, 2021	Oct. 30, 2021
2021 Cox Convertible Promissory Notes [Member]
Debt (Details) [Line Items]
Convertible promissory notes					$ 10
Equity securities percentage					50.00%
Gross proceeds					$ 15
Aggregate principal amount					$ 5
Purchase of additional units		$ 5
Outstanding debt						$ 250
Number of shares outstanding						$ 25
Interest accrued, percentage						10.00%
2021 Convertible Promissory Note [Member]
Debt (Details) [Line Items]
Interest accrued, percentage					4.00%
Promissory notes					$ 0.7
Conversion price, percentage					90.00%
Enterprise value					$ 250
2020 Secured Convertible Note Purchase Agreement and Secured Convertible Promissory Note [Member]
Debt (Details) [Line Items]
Purchase of additional units			$ 36.7
Secured convertible promissory notes			91.7
Investors total			$ 55
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						10.00%
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						$ 2.5
Bear interest percentage			4.00%
Two Zero Two Zero Convertible Promissory Notes [Member] | Minimum [Member]
Debt (Details) [Line Items]
Total shares of capital stock						200
Two Zero Two Zero Convertible Promissory Notes [Member] | Maximum [Member]
Debt (Details) [Line Items]
Total shares of capital stock						$ 250
Two Zero Two Zero Paycheck Protection Program Loan (“PPP Loan”) [Member]
Debt (Details) [Line Items]
Bear interest percentage	1.00%
Business administration principal amount	$ 1.1
Two Zero One Nine Term Loan Facility (“Term Loan”) [Member]
Debt (Details) [Line Items]
Loan amount				$ 30
Loan matures				24 months
Interest loan percentage				4.05%
Common stock value issued				$ 0.1

Debt (Details) - Schedule of de

Debt (Details) - Schedule of debt - FaZe Clan Inc. [Member] - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt (Details) - Schedule of debt [Line Items]
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
2021 Cox convertible promissory note [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Note	15,000
2021 Convertible promissory notes [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Note	675
2020 Secured convertible promissory note [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Note	55,000	30,000
2020 Convertible promissory notes [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Note	2,525	2,525
2020 PPP loan [Member]
Debt (Details) - Schedule of debt [Line Items]
Convertible Promissory Note	$ 1,123	$ 1,123

Debt (Details) - Schedule of lo

Debt (Details) - Schedule of long-term debt maturities - FAZE CLAN, INC. [Member] $ in Thousands	Dec. 31, 2021USD ($)
Debt (Details) - Schedule of long-term debt maturities [Line Items]
2022	$ 3,148
2023	71,175
2024
2025
2026
Thereafter	37
Total	$ 74,360

Stock Compensation Expense an_3

Stock Compensation Expense and Warrants (Details) - FaZe Clan Inc. [Member] - USD ($)	1 Months Ended	12 Months Ended
	Jul. 19, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Stock Compensation Expense and Warrants (Details) [Line Items]
Awards agreements			20 years
Percentage of voting power			10.00%
Granted period			5 years
Fair market value			110.00%
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 cost		$ 400,000	$ 0
Stock option exercised (in Shares)		42,184	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
Restricted Stock [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Stock options grants (in Shares)			625,114
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 cost		$ 82,892	$ 83,119
Maximum [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Exercise price (in Dollars per share)	$ 5
Maximum [Member] | Non-Employee Warrants [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Term of warrants			10 years
Minimum [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Exercise price (in Dollars per share)	$ 0.85
Minimum [Member] | Non-Employee Warrants [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Term of warrants			9 years
Equity Incentive Plan 2019 [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Stock options grants (in Shares)			10,500,000
Prepaid Expenses and Other Current Assets [Member] | Commerce Media Holdings LLC [Member]
Stock Compensation Expense and Warrants (Details) [Line Items]
Compensation cost		$ 200,000	$ 200,000

Stock Compensation Expense an_4

Stock Compensation Expense and Warrants (Details) - Schedule of equity incentive plan - FaZe Clan Inc [Member]	12 Months Ended
	Dec. 31, 2021shares
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 - FaZe Clan Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock Compensation Expense and Warrants (Details) - Schedule of stock option activity and related information [Line Items]
Number of Shares, Options Outstanding and Exercisable as of beginning balance	5,340,000
Weighted- Average Exercise Price Per Share, Options Outstanding and Exercisable as of beginning balance	$ 5
Weighted- Average Remaining Contractual Life in Years, Options Outstanding and Exercisable as of beginning balance	18 years 9 months 18 days
Aggregate Intrinsic Value of In-the-Money Options, Options Outstanding and Exercisable as of beginning balance
Number of Shares, Options Outstanding as of ending balance	8,576,098	5,340,000
Weighted- Average Exercise Price Per Share, Options Outstanding as of ending balance (in Dollars per share)	$ 1.23	$ 5
Weighted- Average Remaining Contractual Life in Years, Options Outstanding as of ending balance	10 years 9 months 29 days
Aggregate Intrinsic Value of In-the-Money Options, Options Outstanding as of ending balance	$ 138,479
Number of Shares, Options Outstanding and Exercisable as of ending balance	5,187,624
Weighted-Average Exercise Price Per Share Options Outstanding	$ 1.45
Weighted-Average Remaining Contractual Life in Years Options Outstanding	11 years 7 months 9 days
Aggregate Intrinsic Value of In-the-Money Options, Options Outstanding	$ 82,470
Number of Shares Options Granted	6,147,702
Weighted-Average Exercise Price Per Share Options Granted	$ 0.85
Number of Shares Options Exercised	(42,184)	(42,184)
Weighted-Average Exercise Price Per Share Options Exercised	$ 0.85
Number of Shares Options Forfeited/Cancelled	(387,421)
Weighted-Average Exercise Price Per Share Forfeited/Cancelled	$ 0.85
Number of Shares, Options Cancelled	(2,420,000)
Weighted- Average Exercise Price Per Share, Options Cancelled	$ 4.97
Number of Shares Options Expired	(61,999)
Weighted-Average Exercise Price Per Share Options Expired	$ 0.85

Stock Compensation Expense an_6

Stock Compensation Expense and Warrants (Details) - Schedule of fair value of options and warrants granted - FaZe Clan Inc. [Member] - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock Compensation Expense and Warrants (Details) - Schedule of fair value of options and warrants 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	0.00%	0.00%
Minimum [Member]
Stock Compensation Expense and Warrants (Details) - Schedule of fair value of options and warrants granted [Line Items]
Expected term	2 years
Volatility	30.00%
Risk-free interest rate	0.21%
Maximum [Member]
Stock Compensation Expense and Warrants (Details) - Schedule of fair value of options and warrants granted [Line Items]
Expected term	6 years
Volatility	34.00%
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 - FaZe Clan Inc. [Member]	12 Months Ended
	Dec. 31, 2021$ / sharesshares
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
Weighted-Average Grant Date Fair Value Per Share Beginning Balance | $ / shares
Number of Shares Nonvested restricted stock awards Ending Balance | shares	602,647
Weighted-Average Grant Date Fair Value Per Share Nonvested restricted stock awards Ending Balance | $ / shares	$ 13.2
Number of Shares Granted | shares	625,114
Weighted-Average Grant Date Fair Value Per Share Granted | $ / shares	$ 13.22
Number of Shares Vested | shares	22,467
Weighted-Average Grant Date Fair Value Per Share Vested | $ / shares	$ 13.68
Number of Shares Forfeited | shares
Weighted-Average Grant Date Fair Value Per Share Forfeited | $ / shares

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
Schedule of warrant activity [Abstract]
Warrants outstanding, beginning	654,833	618,631
Warrants outstanding, ending	654,833	654,833
Warrants granted and vested (in Dollars per share)		$ 36,202

Stock Compensation Expense an_9

Stock Compensation Expense and Warrants (Details) - Schedule of weighted-average exercise price and weighted-average grant date - FaZe Clan Inc.[Member] - 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
Total stock – based compensation expense	1,637
Tax benefit related to stock based compensation expense
Tax benefit realized from stock options exercised
FaZe Clan Inc.[Member]
Stock Compensation Expense and Warrants (Details) - Schedule of stock-based compensation expense [Line Items]
Stock options
Restricted stock awards	$ 602,647
Common stock warrants – Non-employee		20
Total stock – based compensation expense		20
Tax benefit related to stock based compensation expense
Tax benefit realized from stock options exercised

Commitments and Contingencies_2

Commitments and Contingencies (Details) - Schedule of future minimum lease payment - FaZe Clan Inc.[Member] $ in Thousands	Dec. 31, 2021USD ($)
Commitments and Contingencies (Details) - Schedule of future minimum lease payment [Line Items]
2022	$ 2,834
2023	2,895
2024	1,977
2025	5
2026	3
Total minimum lease payment	$ 7,714

401(K) Plan (Details)

401(K) Plan (Details) - FaZe Clan Inc.[Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
401(K) Plan (Details) [Line Items]
Employees earnings	4.00%
Contributions amount	$ 0.6	$ 0.3

Litigation (Details)

Litigation (Details) - FaZe Clan Inc. [Member] - USD ($) $ in Millions	Dec. 07, 2020	Apr. 01, 2022	Jan. 28, 2020	Dec. 31, 2021	Dec. 31, 2020	Jul. 19, 2021	Sep. 14, 2020	May 12, 2020
Litigation (Details) [Line Items]
Accrued amount			$ 1		$ 1.1
Equity percentage								20.00%
Shares issued (in Shares)						1,000,000
Legal accrual				$ 1.9	0.7
Accrued expense					3.2
Agreement total amount	$ 3
Plus payment	$ 0.5
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.
Salman and Gimelshtein [Member]
Litigation (Details) [Line Items]
Alleged funding amount							$ 2.5
Bridging Finance Group [Member]
Litigation (Details) [Line Items]
Alleged funding amount							$ 30
Ms. Butler [Member]
Litigation (Details) [Line Items]
Legal accrual				$ 0.8
Combination of cash and common stock				0.8
Treschow-Fritzoe [Member]
Litigation (Details) [Line Items]
Legal accrual		$ 0.8		0.8	$ 1.2
Mr. Selkoe [Member]
Litigation (Details) [Line Items]
Amount paid in advance				$ 2.9

Income Taxes (Details) - Sche_4

Income Taxes (Details) - Schedule of deferred tax assets - FaZe Clan Inc. [Member] - 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 - FaZe Clan Inc. [Member] - 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	21.00%	21.00%
State taxes, net of federal benefit (in Dollars)	$ (2,542)	$ (2,001)
State taxes, net of federal benefit	6.90%	7.00%
Non-deductible interest expense (in Dollars)
Non-deductible interest expense	0.00%	0.00%
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	0.00%	0.00%

Going Concern (Details)

Going Concern (Details) - FaZe Clan Inc [Member] $ in Millions	12 Months Ended
	Dec. 31, 2021USD ($)
Going Concern (Details) [Line Items]
Company cash	$ 17
Accumulated deficit	112.4
Net cash in operating activities	25.2
Additional financing amount	$ 20