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- S-1/A IPO registration
- 1.1 Form of Underwriting Agreement
- 1.2 Form of Business Combination Marketing Agreement Between the Registrant and B. Riley Securities, Inc
- 3.2 Form of Amended and Restated Certificate of Incorporation
- 4.1 Specimen Unit Certificate
- 4.2 Specimen Class a Common Stock Certificate
- 4.3 Specimen Warrant Certificate
- 4.4 Form of Warrant Agreement Between Continental Stock Transfer & Trust Company, LLC and the Registrant
- 5.1 Opinion of White & Case LLP
- 10.1 Form of Letter Agreement Among the Registrant and Our Officers, Directors and B. Riley Principal 150 Sponsor Co., LLC
- 10.3 Form of Investment Management Trust Agreement Between Continental Stock Transfer & Trust Company, LLC and the Registrant
- 10.4 Form of Registration Rights Agreement Between the Registrant and Certain Security Holders
- 10.5 Private Placement Units Purchase Agreement Between the Registrant and B. Riley Principal 150 Sponsor Co., LLC
- 10.6 Form of Indemnity Agreement
- 10.7 Form of Administrative Support Agreement by and Between the Registrant and B. Riley Corporate Services, Inc
- 14 Form of Code of Ethics
- 23.1 Consent of Marcum LLP
- 99.1 Form of Audit Committee Charter
- 99.2 Form of Compensation Committee Charter
- 99.3 Form of Nominating and Corp Governance Committee Charter
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of B. Riley Principal 150 Merger Corp. on Amendment No. 1 to Form S-1, File No. 333-251955 of our report dated January 7, 2021, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of B. Riley Principal 150 Merger Corp. as of December 31, 2020 and for the period from June 19, 2020 (inception) through December 31, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
January 27, 2021