FAZE / FaZe Holdings Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

FAZE / FaZe Holdings Inc. / B. Riley Financial, Inc. - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3)* FaZe Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 31423J 102 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Blvd, Suite 800 Los Angeles, CA 90025 (818) 884-3737 (Name, Address and T

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2024 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A ––––––––––––––––––––––––––––––– Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permit

FIRST AMENDMENT AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of December 19, 2023 by and among GameSquare Holdings, Inc., a British Columbia corporation (“Parent”), GameSquare Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and FaZe Holdings Inc., a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2023 FAZE HOLDINGS I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission Fi

FaZe Holdings Inc. Up to 15,018,250 Shares of Common Stock (for resale)

Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated September 11, 2023) Registration No. 333-273903 FaZe Holdings Inc. Up to 15,018,250 Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated September 11, 2023 (as amended and supplemented, the “Prospectus”), related to the resale from time to time of up to 15,018,250 shares of

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 13 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated May 4, 2023) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated May 4, 2023 (as ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40083 FAZE H

Agreement and Plan of Merger, dated as of October 19, 2023 by and among GameSquare Holdings, Inc., GameSquare Merger Sub I, Inc. and FaZe Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2023).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among GAMESQUARE HOLDINGS, INC., GAMESQUARE MERGER SUB I, INC., and FAZE HOLDINGS INC. dated as of October 19, 2023 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.01 The Merger. 2 Section 1.02 Closing. 2 Section 1.03 Effective Time. 3 Section 1.04 Effect of the Merger. 3 Section 1.05 Certificate of Incorporation; By-Laws. 3 Section 1.06 Directors

Form of FaZe Support Agreement, dated as of October 19, 2023, by and between GameSquare Holdings, Inc. and certain stockholders of FaZe Holdings Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2023).

Exhibit 10.1 Confidential Irrevocable VOTING AND SUPPORT AGREEMENT This Irrevocable Voting and Support Agreement, dated as of October 19, 2023 (this “Agreement”), is entered into by and among GameSquare Holdings, Inc., a British Columbia corporation (“GameSquare”), and the stockholder of FaZe Holdings Inc., a Delaware corporation (“FaZe”) signatory hereto (the “Stockholder”). W I T N E S S E T H:

FaZe Holdings Inc. Up to 15,018,250 Shares of Common Stock (for resale)

Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated September 11, 2023) Registration No. 333-273903 FaZe Holdings Inc. Up to 15,018,250 Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated September 11, 2023 (as amended and supplemented, the “Prospectus”), related to the resale from time to time of up to 15,018,250 shares of

Form of GameSquare Support Agreement, dated as of October 19, 2023, by and between FaZe Holdings Inc. and certain stockholders of GameSquare Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2023).

Exhibit 10.2 Irrevocable VOTING AND SUPPORT AGREEMENT This Irrevocable Voting and Support Agreement, dated as of October 19, 2023 (this “Agreement”), is entered into by and among FaZe Holdings Inc., a Delaware corporation (“FaZe”), and the stockholder of GameSquare Holdings, Inc., a British Columbia corporation (“GameSquare”) signatory hereto (the “Stockholder”). W I T N E S S E T H: WHEREAS, FaZe

Agreement and Plan of Merger, dated as of October 19, 2023, by and among GameSquare Holdings, Inc., GameSquare Merger Sub I, Inc., and FaZe Holdings Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among GAMESQUARE HOLDINGS, INC., GAMESQUARE MERGER SUB I, INC., and FAZE HOLDINGS INC. dated as of October 19, 2023 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.01 The Merger. 2 Section 1.02 Closing. 2 Section 1.03 Effective Time. 3 Section 1.04 Effect of the Merger. 3 Section 1.05 Certificate of Incorporation; By-Laws. 3 Section 1.06 Directors

Form of FaZe Support Agreement, dated as of October 19, 2023, by and between GameSquare Holdings, Inc. and certain stockholders of FaZe Holdings Inc.

Exhibit 10.1 Confidential Irrevocable VOTING AND SUPPORT AGREEMENT This Irrevocable Voting and Support Agreement, dated as of October 19, 2023 (this “Agreement”), is entered into by and among GameSquare Holdings, Inc., a British Columbia corporation (“GameSquare”), and the stockholder of FaZe Holdings Inc., a Delaware corporation (“FaZe”) signatory hereto (the “Stockholder”). W I T N E S S E T H:

GAMESQUARE TO ACQUIRE ONE OF THE BIGGEST NAMES IN GAMING, FAZE CLAN EXPANDS SCALE AND CAPABILITIES TO CREATE A LEADING CONTENT, MEDIA, AND ENTERTAINMENT COMPANY FOCUSED ON GAMING, ESPORTS AND YOUTH CULTURE

Exhibit 99.1 GAMESQUARE TO ACQUIRE ONE OF THE BIGGEST NAMES IN GAMING, FAZE CLAN EXPANDS SCALE AND CAPABILITIES TO CREATE A LEADING CONTENT, MEDIA, AND ENTERTAINMENT COMPANY FOCUSED ON GAMING, ESPORTS AND YOUTH CULTURE ● Returns FaZe Clan’s founders to lead the FaZe brand and reestablish authenticity ● Establishes the largest audience in gaming with over 1 billion social followers ● Significant co

Press Release, dated October 20, 2023.

Exhibit 99.1 GAMESQUARE TO ACQUIRE ONE OF THE BIGGEST NAMES IN GAMING, FAZE CLAN EXPANDS SCALE AND CAPABILITIES TO CREATE A LEADING CONTENT, MEDIA, AND ENTERTAINMENT COMPANY FOCUSED ON GAMING, ESPORTS AND YOUTH CULTURE ● Returns FaZe Clan’s founders to lead the FaZe brand and reestablish authenticity ● Establishes the largest audience in gaming with over 1 billion social followers ● Significant co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2023 FAZE HOLDINGS IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission Fil

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission Fil

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 12 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated May 4, 2023) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated May 4, 2023 (as ame

Backstop Agreement, dated as of October 19, 2023, GameSquare Holdings, Inc. and by and between Goff & Jones Lending Co, LLC

Exhibit 10.3 BACKSTOP AGREEMENT This BACKSTOP AGREEMENT (this “Agreement”), dated as of October 19, 2023, is made by and among GameSquare Holdings, Inc., a British Columbia corporation (the “Company”) and Goff & Jones Lending Co, LLC, a Delaware limited liability company (the “Investor”. RECITALS WHEREAS, in furtherance of discussions between the Company and the board of directors of FaZe Holdings

Form of GameSquare Support Agreement, dated as of October 19, 2023, by and between FaZe Holdings Inc. and certain stockholders of GameSquare Holdings, Inc.

Exhibit 10.2 Irrevocable VOTING AND SUPPORT AGREEMENT This Irrevocable Voting and Support Agreement, dated as of October 19, 2023 (this “Agreement”), is entered into by and among FaZe Holdings Inc., a Delaware corporation (“FaZe”), and the stockholder of GameSquare Holdings, Inc., a British Columbia corporation (“GameSquare”) signatory hereto (the “Stockholder”). W I T N E S S E T H: WHEREAS, FaZe

Backstop Agreement, dated as of October 19, 2023, GameSquare Holdings, Inc. and by and between Goff & Jones Lending Co, LLC

Exhibit 10.3 BACKSTOP AGREEMENT This BACKSTOP AGREEMENT (this “Agreement”), dated as of October 19, 2023, is made by and among GameSquare Holdings, Inc., a British Columbia corporation (the “Company”) and Goff & Jones Lending Co, LLC, a Delaware limited liability company (the “Investor”. RECITALS WHEREAS, in furtherance of discussions between the Company and the board of directors of FaZe Holdings

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission F

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 11 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated May 4, 2023) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated May 4, 2023 (as ame

FaZe Holdings Inc. Up to 15,018,250 Shares of Common Stock (for resale)

Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated September 11, 2023) Registration No. 333-273903 FaZe Holdings Inc. Up to 15,018,250 Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated September 11, 2023 (as amended and supplemented, the “Prospectus”), related to the resale from time to time of up to 15,018,250 shares of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2023 FAZE HOLDINGS I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission Fi

FAZE CLAN ANNOUNCES LEADERSHIP TRANSITION

Exhibit 99.1 FAZE CLAN ANNOUNCES LEADERSHIP TRANSITION LOS ANGELES, CA (September 10, 2023) – FaZe Clan Inc. (“FaZe Clan”), the lifestyle and media platform rooted in gaming and youth culture, reported that on September 9, 2023, the Board of Directors (the “Board”) of FaZe Holdings Inc. (the “Company”) took action to terminate Lee Trink from his position as Chief Executive Officer of the Company,

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 10 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated May 4, 2023) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated May 4, 2023 (as ame

As filed with the Securities and Exchange Commission on September 6, 2023

As filed with the Securities and Exchange Commission on September 6, 2023 Registration No.

FaZe Holdings Inc. 720 North Cahuenga Boulevard Los Angeles, CA 90038

FaZe Holdings Inc. 720 North Cahuenga Boulevard Los Angeles, CA 90038 September 6, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mara L. Ransom Brian Fetterolf Re: FaZe Holdings Inc. Registration Statement on Form S-1 File No. 333-273903 Dear Ms. Ransom and Mr. Fetterolf: Pursuant to Rule 461 und

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 24, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission File

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 9 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated May 4, 2023) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated May 4, 2023 (as amen

2 2023 Q2 S t a ti s tics 1 Total Reach measures the aggregate number of user accounts, or “fans”, that subscribe to or follow FaZe content across YouTube, Twitter, Instagram and Twitch, including channels controlled by our celebrity talent. 2 Aggreg

Exhibit 99.2 2 2023 Q2 S t a ti s tics 1 Total Reach measures the aggregate number of user accounts, or “fans”, that subscribe to or follow FaZe content across YouTube, Twitter, Instagram and Twitch, including channels controlled by our celebrity talent. 2 Aggregate Youtube Subscribers: This metric represents the number of subscribers our total talent pool has on their FaZe co - branded YouTube ch

FaZe Holdings Announces Second Quarter 2023 Financial Results

Exhibit 99.1 FaZe Holdings Announces Second Quarter 2023 Financial Results LOS ANGELES – August 14, 2023: FaZe Holdings Inc. (Nasdaq: FAZE), the lifestyle and media platform rooted in gaming and youth culture, today announced its financial results for the second quarter, ended June 30, 2023, in a Letter to Shareholders. The Letter to Shareholders can be accessed on FaZe’s Investor Relations websit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40083 FAZE HOLDIN

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission File

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 8 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated May 4, 2023) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated May 4, 2023 (as amen

As filed with the Securities and Exchange Commission on August 10, 2023

As filed with the Securities and Exchange Commission on August 10, 2023 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) FaZe Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2023 FAZE HOLDINGS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission File N

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 7 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated May 4, 2023) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated May 4, 2023 (as amen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation)

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 6 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated May 4, 2023) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated May 4, 2023 (as amen

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

U.S. SECURITIES AND EXCHANGE COMMISSION   Washington, D.C. 20549 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive A

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 5 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated May 4, 2023) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated May 4, 2023 (as amen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2023 FAZE HOLDINGS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission File N

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 4 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated May 4, 2023) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated May 4, 2023 (as amen

Subject: Company Memo

Exhibit 99.1 Subject: Company Memo Team, I know you are all acutely aware of the magnitude of changes happening both in the world around us and also here at FaZe in recent months. During these hard times, we must be agile to deliver on our near-term commitments, while positioning ourselves for long-term success. This means a heavy focus on our costs and redefining our structure to set us up to not

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2023 FAZE HOLDINGS INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission File Nu

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission File Nu

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated May 4, 2023) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated May 4, 2023 (as amen

FAZE HOLDINGS ANNOUNCES LEADERSHIP APPOINTMENTS CHRISTOPH PACHLER NAMED CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER, FAZE HOLDINGS; ERIK ANDERSON NAMED PRESIDENT, FAZE CLAN L: Christoph Pachler, CFO & COO of FaZe Holdings, Inc R: Erik Anderso

Exhibit 99.1 FAZE HOLDINGS ANNOUNCES LEADERSHIP APPOINTMENTS CHRISTOPH PACHLER NAMED CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER, FAZE HOLDINGS; ERIK ANDERSON NAMED PRESIDENT, FAZE CLAN L: Christoph Pachler, CFO & COO of FaZe Holdings, Inc R: Erik Anderson, President of FaZe Clan Download hi-res images here Los Angeles, CA (May 17, 2023) – Today, FaZe Holdings. Inc., parent company of FaZe

2 Our first quarter 2023 results included revenue of $ 12.6 million driven by our portfolio of brand partnerships and our esports business, as well as improved losses reflecting our steady efforts to reduce operating costs and streamline our organiza

Exhibit 99.2 2 Our first quarter 2023 results included revenue of $ 12.6 million driven by our portfolio of brand partnerships and our esports business, as well as improved losses reflecting our steady efforts to reduce operating costs and streamline our organization. 1 [1] Adjusted EBITDA is a non - GAAP financial measure. See “Use of Non - GAAP Financial Measures” for our definition of, and addi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40083 FAZE HOLDI

FaZe Holdings Inc. Announces First Quarter 2023 Financial Results

Exhibit 99.1 FaZe Holdings Inc. Announces First Quarter 2023 Financial Results LOS ANGELES – May 15, 2023 – FaZe Holdings Inc. (Nasdaq: FAZE), the lifestyle and media platform rooted in gaming and youth culture, today posted its financial results for the first quarter, ended March 31, 2023 in a Letter to Shareholders. The Letter to Shareholders can be accessed on FaZe’s Investor Relations website,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 10, 2023 Date of Report (Date of earliest event reported) FaZe Holdings, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 10, 2023 Date of Report (Date of earliest event reported) FaZe Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission File Nu

Standby Equity Purchase Agreement between FaZe Holdings Inc. and Tamara Brandt, dated January 15, 2023

Exhibit 10.1 Execution Version STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 10, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and FAZE HOLDINGS INC., a company incorporated under the laws of the State of Delaware (the “Company”). WHEREAS, the parties desire that, upon the term

Advisory Agreement between FaZe Holdings Inc. and Tamara Brandt, dated January 15, 2023

Exhibit 10.2 ADVISOR AGREEMENT This Advisor Agreement (“Agreement”) is effective as of February 4, 2023 (the “Effective Date”), between Faze Clan Inc. a Delaware corporation, together with any of its successors or assigns (collectively, “Company”), and the contractor identified on the signature page hereto (“Advisor”). 1. SERVICES 1.1 Statements of Work. From time to time, Company and Advisor may

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated May 4, 2023) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated May 4, 2023 (as amen

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

424B3 1 ea178521-424b3fazehold.htm PROSPECTUS SUPPLEMENT Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated May 4, 2023) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplem

Standby Equity Purchase Agreement between FaZe Holdings Inc. and YA II PN, LTD.Tamara Brandt, dated January 15 May 10, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2023)

Exhibit 10.1 Execution Version STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 10, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and FAZE HOLDINGS INC., a company incorporated under the laws of the State of Delaware (the “Company”). WHEREAS, the parties desire that, upon the term

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 FAZE HOLDINGS INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission File Nu

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Filed Pursuant to Rule 424(b)(3) Registration No.: 333-266435 PROSPECTUS FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 46,980,651 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus relates to the issuance by us of up to 5,923,333 shares of common stock, par value $0.0001 (“Common Stock”), of Fa

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS U.S. SECURITIES AND EXCHANGE COMMISSION   Washington, D.C. 20549 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stat

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

U.S. SECURITIES AND EXCHANGE COMMISSION   Washington, D.C. 20549 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive A

As filed with the Securities and Exchange Commission on April 28, 2023

As filed with the Securities and Exchange Commission on April 28, 2023 Registration No.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS U.S. SECURITIES AND EXCHANGE COMMISSION   Washington, D.C. 20549 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ Definitive Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40083 FAZE HOLDINGS I

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K, filled with the SEC on April 4, 2023).

Exhibit 21.1 Subsidiaries of FaZe Holdings Inc. Legal Name Jurisdiction of Incorporation FaZe Clan Inc. Delaware LA Peripherals Inc. Delaware

Description of Registrant’s Securities.

Exhibit 4.3 DESCRIPTION OF SECURITIES The following summary of certain material terms of FaZe Holdings Inc. (“us,” “our,” “we,” “FaZe” or the “Company”) securities is not intended to be a complete summary of the rights and preferences of such securities. You should refer to our Second Amended and Restated Certificate of Incorporation (the “Charter”) and Amended and Restated Bylaws (the “Bylaws”) a

Preferability Letter from Marcum LLP

Exhibit 18.1 April 4, 2023 The Board of Directors FaZe Holdings Inc. Note 3 to the consolidated financial statements of FaZe Holdings Inc. included in its annual report on Form 10-K for the year ended December 31, 2022 describes a change in accounting policy for presentation of certain talent costs and amortization of talent acquisition costs. There are no authoritative criteria for determining a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2023 FAZE HOLDINGS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission File

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 8 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated October 3, 2022) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated October 3, 2022

FaZe Holdings Inc. Announces Fourth Quarter and Full Year 2022 Financial Results

Exhibit 99.1 FaZe Holdings Inc. Announces Fourth Quarter and Full Year 2022 Financial Results LOS ANGELES – March 30, 2023 – FaZe Holdings Inc. (Nasdaq: FAZE), the lifestyle and media platform rooted in gaming and youth culture, today posted its financial results for the fourth quarter and fiscal year ended December 31, 2022 in a Letter to Shareholders. The Letter to Shareholders can be accessed o

Exhibit 99.1

Exhibit 99.1 April 3, 2023 Board of Directors FaZe Holdings Inc. 720 N. Cahuenga Blvd. Los Angeles, CA 90038 Ladies and Gentlemen: Pursuant to Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, we inform you that we have been furnished a copy of Form 12b-25, to be filed by FaZe Holdings Inc. on or about April 3, 2023, which contains notification

Sha r eholder L e t t er F ourth Quar t er + Fis c al Y e ar 2022 Ma r ch 30, 2023 527.9 million t o t al r e ach 1 $70 million re v enue 136.2 million agg r e g a t e Y o u T ube subscribe r s 2 15 significant brand partnerships ³ 2022 S t atistics

Exhibit 99.2 Sha r eholder L e t t er F ourth Quar t er + Fis c al Y e ar 2022 Ma r ch 30, 2023 527.9 million t o t al r e ach 1 $70 million re v enue 136.2 million agg r e g a t e Y o u T ube subscribe r s 2 15 significant brand partnerships ³ 2022 S t atistics 1 Total Reach measures the aggregate number of user accounts, or “fans”, that subscribe to or follow FaZe content across YouTube, Twitter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC File Number: 001-40083 CUSIP Number: 31423J102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2023 FAZE HOLDINGS IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission Fil

Chief Executive Officer, FORCE Family Office Q

Exhibit 99.3 Operator: Good day, everyone. Welcome to FaZe Holdings Inc. Fourth Quarter and Full Year 2022 Earnings Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. [Operator Instructions] Additionally, before getting started, please be advised that due to a technical error, the company reposted its 2022 shareholder letter to the

Sha r eholder L e t t er F ourth Quar t er + Fis c al Y e ar 2022 Ma r ch 30, 2023 527.9 million t o t al r e ach 1 $70 million re v enue 136.2 million agg r e g a t e Y o u T ube subscribe r s 2 15 significant brand partnerships ³ 2022 S t atistics

Exhibit 99.2 Sha r eholder L e t t er F ourth Quar t er + Fis c al Y e ar 2022 Ma r ch 30, 2023 527.9 million t o t al r e ach 1 $70 million re v enue 136.2 million agg r e g a t e Y o u T ube subscribe r s 2 15 significant brand partnerships ³ 2022 S t atistics 1 Total Reach measures the aggregate number of user accounts, or “fans”, that subscribe to or follow FaZe content across YouTube, Twitter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2023 FAZE HOLDINGS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission File

FaZe Holdings Inc. Announces Fourth Quarter and Full Year 2022 Financial Results

Exhibit 99.1 FaZe Holdings Inc. Announces Fourth Quarter and Full Year 2022 Financial Results LOS ANGELES – March 30, 2023 – FaZe Holdings Inc. (Nasdaq: FAZE), the lifestyle and media platform rooted in gaming and youth culture, today posted its financial results for the fourth quarter and fiscal year ended December 31, 2022 in a Letter to Shareholders. The Letter to Shareholders can be accessed o

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 7 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated October 3, 2022) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated October 3, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 FAZE HOLDINGS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission File

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 6 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated October 3, 2022) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated October 3, 2022

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

424B3 Prospectus Supplement No. 5 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated October 3, 2022) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated October 3,

Subject Line: All Hands Follow-Up

Exhibit 99.1 Subject Line: All Hands Follow-Up Hi everyone, I wanted to send everyone a note following our all hands meeting earlier this week. We find ourselves at an important time of change at the company. We continue to experience the incredible growth we’ve demonstrated over the last few years around our brand and revenue. As I described, I’m extremely proud that we expect to report the reven

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2023 FAZE HOLDINGS I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission Fi

FAZE / FaZe Holdings Inc - Class A / Beryl Capital Management LLC Passive Investment

SC 13G/A 1 brpm13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FaZe Holdings Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 31423J102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

FAZE / FaZe Holdings Inc - Class A / Weiss Asset Management LP Passive Investment

Converted by EDGARwiz =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

JOINT FILING AGREEMENT

EX-99.A 2 d416649dex99a.htm EX-99.A CUSIP No. 31423J 102 Page 9 of 9 Pages EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the foregoing statement on Amendment No. 1 to Schedule 13D with respect to the Common Stock is filed on behalf of each of the undersigned and that all subsequent

FAZE / FaZe Holdings Inc - Class A / LEWIN NICHOLAS SHERIDAN - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) FaZe Holdings Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 31423J 102 (CUSIP Number) Nick Lewin c/o FaZe Holdings Inc. 720 N. Cahuenga Blvd., Los Angeles, CA 90038 (Name, Address and Telephone Num

FAZE / FaZe Holdings Inc - Class A / Hubrick Ltd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* FaZe Holdings Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 31423J102 (CUSIP Number) July 19, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

424B3 1 d364111d424b3.htm 424B3 Prospectus Supplement No. 4 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated October 3, 2022) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the pr

Advisory Agreement between FaZe Holdings Inc. and Tamara Brandt, dated January 15, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 17, 2023).

EX-10.2 3 d362531dex102.htm EX-10.2 Exhibit 10.2 ADVISOR AGREEMENT This Advisor Agreement (“Agreement”) is effective as of February 4, 2023 (the “Effective Date”), between Faze Clan Inc. a Delaware corporation, together with any of its successors or assigns (collectively, “Company”), and the contractor identified on the signature page hereto (“Advisor”). 1.SERVICES 1.1 Statements of Work. From tim

Separation Agreement between FaZe Holdings Inc. and Tamara Brandt, dated January 15, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 17, 2023).

Exhibit 10.1 Separation Agreement This agreement (“Agreement”) between Tamara Brandt (“Employee” or “you”) and Faze Clan Inc. (the “Company”) concerning the terms of your separation from employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and covenant not to sue as provided herein. If you agree to t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission Fil

FAZE / FaZe Holdings Inc - Class A / Cowen Financial Products LLC - COWEN FINANCIAL PRODUCTS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* B. Riley Principal 150 Merger Corp (Name of Issuer) Common Stock (Title of Class of Securities) 05601v103 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

FAZE / FaZe Holdings Inc - Class A / Cowen Financial Products LLC - COWEN FINANCIAL PRODUCTS LLC Passive Investment

SC 13G/A 1 brpma111123.htm COWEN FINANCIAL PRODUCTS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* B. Rriley Principal 150 Merger Corp (Name of Issuer) Common Stock (Title of Class of Securities) 05601v103 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Ch

FAZE / FaZe Holdings Inc - Class A / B. Riley Financial, Inc. - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2)* FaZe Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 31423J 102 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Blvd, Suite 800 Los Angeles, CA 90025 (818) 884-3737 (Name, Address and T

Prospectus Supplement No. 1 to Reoffer Prospectus FAZE HOLDINGS INC. Additional 841,667 Shares of Common Stock Offered by Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267756 Prospectus Supplement No. 1 to Reoffer Prospectus of FAZE HOLDINGS INC. Additional 841,667 Shares of Common Stock Offered by Selling Stockholders This Prospectus Supplement, dated December 9, 2022 (this ?Supplement?), supplements the reoffer prospectus included in the Registration Statement on Form S-8 filed by FaZe Holdings Inc., a Dela

Consulting Agreement between FaZe Holdings Inc. and Kai Henry, dated November 21, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 28, 2022).

EX-10.2 Exhibit 10.2 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (“Agreement”) is entered into as of the date set forth on the signature page (the “Effective Date”), between Faze Clan Inc. a Delaware corporation, together with any of its successors or assigns (collectively, “Company”), and the contractor identified on the signature page hereto (“Contractor”). 1. SERVICES

Separation Agreement between FaZe Holdings Inc. and Kai Henry, dated November 22, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 28, 2022).

EX-10.1 Exhibit 10.1 Separation Agreement This agreement (“Agreement”) between Kai Henry (“Employee” or “you”) and Faze Clan Inc. (the “Company”) concerning the terms of your separation from employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and covenant not to sue as provided herein. If you agree

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated October 3, 2022) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated October 3, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2022 FAZE HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2022 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated October 3, 2022) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus, dated October 3, 2022

FaZe Holdings Inc. Reports Third Quarter 2022 Financial Results Revenues up 12% year-over-year driven by sponsorship, content and esports

EX-99.1 Exhibit 99.1 FaZe Holdings Inc. Reports Third Quarter 2022 Financial Results Revenues up 12% year-over-year driven by sponsorship, content and esports LOS ANGELES, November 14, 2022 – FaZe Holdings Inc. (Nasdaq: FAZE) (“FaZe” or the “Company”), the lifestyle and media platform rooted in gaming and youth culture, today announced its financial results for the third quarter ended September 30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Or ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2022 FAZE HOLDINGS I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2022 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2022 FAZE HOLDINGS IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2022 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission Fil

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

424B3 Table of Contents Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated October 3, 2022) Registration No. 333-266435 FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus supplement relates to the prospectus

FaZe Clan Inc. Amended and Restated 2019 Equity Incentive Plan (incorporated by reference to Exhibit 99.5 of the Company’s Registration Statement on Form S-8 (Reg. No. 333-267756), filed with the SEC on October 6, 2022).

Exhibit 99.5 FAZE CLAN INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN 1. Amendment and Restatement; Purposes of the Plan. FaZe Clan Inc. 2019 Equity Incentive Plan has been amended and restated effective January 5, 2021 as set forth herein (the ?Plan?). The purposes of this Plan are: ? to attract and retain the best available personnel for positions of substantial responsibility, ? to provid

Form of Non-Employee Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 99.2 of the Company’s Registration Statement on Form S-8 (Reg. No. 333-267756), filed with the SEC on October 6, 2022).

Exhibit 99.2 FAZE HOLDINGS INC. 2022 OMNIBUS INCENTIVE PLAN DIRECTOR RESTRICTED STOCK AWARD AGREEMENT This Director Restricted Stock Award Agreement (this ?Award Agreement?), dated as of , (the ?Date of Grant?), is made by and between FaZe Holdings Inc., a Delaware corporation (the ?Company?), and (the ?Participant?). Capitalized terms used but not defined herein shall have the meaning ascribed to

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) FaZe Holdings Inc.

FaZe Holdings Inc. 2022 Omnibus Incentive Plan.

Exhibit 99.1 FAZE HOLDINGS INC. 2022 OMNIBUS INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the FaZe Holdings Inc. 2022 Omnibus Incentive Plan (the ?Plan?). The purposes of the Plan are to provide an additional incentive to selected officers, employees, partners, non-employee directors, independent contractors, and consultants of the Company or its Affiliates (as hereinafter de

As filed with the Securities and Exchange Commission on October 5, 2022

Table of Contents As filed with the Securities and Exchange Commission on October 5, 2022 Registration No.

Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 99.3 of the Company’s Registration Statement on Form S-8 (Reg. No. 333-267756), filed with the SEC on October 6, 2022).

Exhibit 99.3 FAZE HOLDINGS INC. 2022 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this ?Award Agreement?), dated as of , (the ?Date of Grant?), is made by and between FaZe Holdings Inc., a Delaware corporation (the ?Company?), and (the ?Participant?). Capitalized terms used but not defined herein shall have the meaning ascribed to them in

FaZe Holdings Inc. 2022 Employee Stock Purchase Plan.

Exhibit 99.4 FAZE HOLDINGS INC. 2022 EMPLOYEE STOCK PURCHASE PLAN Section 1. Purpose of Plan; Share Reserve. The name of the Plan is the FaZe Holdings Inc. 2022 Employee Stock Purchase Plan (the ?Plan?). The purpose of the Plan is to provide eligible employees of the Company and each Designated Company with opportunities to purchase shares of Common Stock. The Plan includes two components: a Code

FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-266435 PROSPECTUS FaZe Holdings Inc. Up to 5,923,333 Shares of Common Stock (for issuance) Up to 64,035,579 Shares of Common Stock (for resale) Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale) This prospectus relates to the issuance by us of up to 5,923,333 shares of common stock, par value $0.0001 (?Comm

FAZE HOLDINGS INC. 720 NORTH CAHUENGA BOULEVARD LOS ANGELES, CA 90038

FAZE HOLDINGS INC. 720 NORTH CAHUENGA BOULEVARD LOS ANGELES, CA 90038 VIA EDGAR September 30, 2022 Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Brian Fetterolf Lilyanna Peyser Re: FaZe Holdings Inc. Registration Statement on Form S-1 (the ?Registration Statement?) File No. 333-266435 Ladies and Gentlemen:

As filed with the Securities and Exchange Commission on September 28, 2022

As filed with the Securities and Exchange Commission on September 28, 2022 Registration No.

* * *

September 28, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) FaZe Holding Inc.

As filed with the Securities and Exchange Commission on September 26, 2022 Registration No. 333-266435 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

Table of Contents As filed with the Securities and Exchange Commission on September 26, 2022 Registration No.

* * *

September 26, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.

As filed with the Securities and Exchange Commission on September 14, 2022 Registration No. 333-266435 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

Table of Contents As filed with the Securities and Exchange Commission on September 14, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) FaZe Holding Inc.

* * *

September 14, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) FaZe Holding Inc.

As filed with the Securities and Exchange Commission on August 31, 2022 Registration No. 333-266435 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF

Table of Contents As filed with the Securities and Exchange Commission on August 31, 2022 Registration No.

* * *

August 31, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.

Employment Agreement, dated as of August 25, 2022, by and between FaZe Holdings Inc. and Christoph Pachler (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2022).

EX-10.1 EXHIBIT 10.1 FaZe Holdings Inc. EMPLOYMENT AGREEMENT – CHRISTOPH PACHLER This Employment Agreement (the “Agreement”) is entered into on a mutually agreed upon date no later than October 3, 2022 by and between FaZe Holdings Inc., a Delaware corporation (the “Company”), and Christoph Pachler (the “Executive”). WHEREAS, Company wishes to employ the Executive as its Chief Financial Officer and

FAZE HOLDINGS INC. APPOINTS NEW CHIEF FINANCIAL OFFICER

EX-99.1 3 d377796dex991.htm EX-99.1 Exhibit 99.1 FAZE HOLDINGS INC. APPOINTS NEW CHIEF FINANCIAL OFFICER LOS ANGELES, CA (August 25, 2022) - FaZe Holdings Inc., (Nasdaq: FAZE) (“FaZe Clan”), the lifestyle and media platform rooted in gaming and youth culture, today announced the appointment of Christoph Pachler as Chief Financial Officer, effective on or before October 3, 2022. Pachler will draw o

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2022 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission File

Directors and Executive Officers of AEV Esports, LLC, Cox Corporate Services, Inc., and Cox Enterprises, Inc.

Exhibit 1 Directors and Executive Officers of AEV Esports, LLC, Cox Corporate Services, Inc.

FAZE / FaZe Holdings Inc - Class A / COX ENTERPRISES INC ET AL - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FaZe Holdings Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 31423J102 (CUSIP Number) AEV Esports, LLC Attn: Jennifer Hightower 6205-A Peachtree Dunwoody Road, Atlanta, GA 30328 678-645-0000 (Name, Address a

JOINT FILING AGREEMENT

Exhibit 2 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to the common stock, par value $0.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EX-99.2 Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context requires otherwise, references to “FaZe,” “we,” “us,” “our” and “the Company” in this section are to the business and operations of FaZe Holdings Inc. and our consolidated subsidiaries following the Business Combination. In connection with the Business Combination, FaZe was

FaZe Clan Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except shares) June 30, 2022 December 31, 2021 ASSETS Current assets: Cash $ 5,894 $ 17,018 Accounts receivable, net 10,135 6,266 Contract assets 2,804 4,118 Inventory — 6 Content as

EX-99.1 Exhibit 99.1 FaZe Clan Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except shares) (unaudited) June 30, 2022 December 31, 2021 ASSETS Current assets: Cash $ 5,894 $ 17,018 Accounts receivable, net 10,135 6,266 Contract assets 2,804 4,118 Inventory — 6 Content asset, net — 474 Prepaid expenses and other assets 11,374 6,190 Total Current Assets 30,207 34,072 Restricted cash 600

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2022 (July 19, 2022) FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdictio

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2022 FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 84-2081659 (State or other jurisdiction of incorporation) (Commission File

FaZe Holdings Inc. Reports Second Quarter 2022 Financial Results

Exhibit 99.1 FaZe Holdings Inc. Reports Second Quarter 2022 Financial Results LOS ANGELES, August 15, 2022 ? FaZe Holdings Inc. (Nasdaq: FAZE) (?FaZe? or the ?Company?), the lifestyle and media platform rooted in gaming and youth culture, today filed its financial results for the second quarter ended June 30, 2022 with the SEC. Summary financial results are included with this press release. Recent

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40083 FAZE HOLDIN

FAZE / FaZe Holdings Inc - Class A / Abdelfattah Yousef - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* FaZe Holdings Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 31423J102 (CUSIP Number) Yousef Abdelfattah c/o FaZe Holdings Inc. 720 N. Cahuenga Blvd., Los Angeles, CA 90038 (Name, Address and Telephone Nu

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including additional amendments thereto) with respect to the shares of common stock, par value $0.0001 per share, of FaZe Holdings Inc. Each of them is responsible f

FAZE / FaZe Holdings Inc - Class A / Treschow Michael Stang - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FaZe Holdings Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 31423J102 (CUSIP Number) July 19, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) FaZe Holding Inc.

Power of Attorney (included in signature page)

Table of Contents As filed with the Securities and Exchange Commission on July 29, 2022 Registration No.

Joint Filing Agreement by and among the Reporting Persons.

Exhibit 11 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of FaZe Holdings Inc.

FAZE / FaZe Holdings Inc - Class A / FaZe Holdings Inc. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FaZe Holdings Inc.** (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 31423J102 (CUSIP Number) Yousef Abdelfattah c/o FaZe Holdings Inc. 720 N. Cahuenga Blvd., Los Angeles, CA 90038 (Name, Address and Teleph

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to the common stock, par value $0.

FAZE / FaZe Holdings Inc - Class A / Trink Lee - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FaZe Holdings Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 31423J102 (CUSIP Number) Lee Trink c/o FaZe Holdings Inc. 720 N. Cahuenga Blvd., Los Angeles, CA 90038 (Name, Address and Telephone Number of Pers

FAZE / FaZe Holdings Inc - Class A / B. Riley Financial, Inc. - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1)* FaZe Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 31423J 102 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Blvd, Suite 800 Los Angeles, CA 90025 (818) 884-3737 Copy to: Joel L. Rub

FAZE / FaZe Holdings Inc - Class A / LEWIN NICHOLAS SHERIDAN - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) FaZe Holdings Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 31423J 102 (CUSIP Number) Nick Lewin c/o FaZe Holdings Inc. 720 N. Cahuenga Blvd., Los Angeles, CA 90038 (Name, Address and Telephone Number of Per

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to the common stock, par value $0.

FaZe Holdings, Inc. 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on July 22, 2022).

Exhibit 10.2 FAZE HOLDINGS, INC. 2022 OMNIBUS INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the FaZe Holdings, Inc. 2022 Omnibus Incentive Plan (the ?Plan?). The purposes of the Plan are to provide an additional incentive to selected officers, employees, partners, non-employee directors, independent contractors, and consultants of the Company or its Affiliates (as hereinafter

FaZe Holdings, Inc. 2022 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on July 22, 2022).

Exhibit 10.3 FAZE HOLDINGS, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN Section 1. Purpose of Plan; Share Reserve. The name of the Plan is the FaZe Holdings, Inc. 2022 Employee Stock Purchase Plan (the ?Plan?). The purpose of the Plan is to provide eligible employees of the Company and each Designated Company with opportunities to purchase shares of Common Stock. The Plan includes two components: a Cod

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (the ?Form 8-K?) filed with the Securities and Exchange Commission (the ?SEC?.) Introduction The following unaudited pro forma condensed combined financial information present the combination of

Backstop Assignment and Release Agreement, dated as of July 19, 2022, by and among B. Riley Principal 150 Merger Corp., B. Riley Principal 150 Sponsor Co., LLC, and FaZe Clan, Inc. (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on June 22, 2022).

Exhibit 10.6 EXECUTION COPY B. Riley Principal 150 Merger Corp. 299 Park Avenue, 21st Floor New York, NY 10171 July 19, 2022 FaZe Clan Inc. 720 N. Cahuenga Blvd. Los Angeles, CA 90038 Attn: Lee Trink Re: Sponsor PIPE Backstop and Release Dear Mr. Trink: We refer to the Sponsor Support Agreement (?Sponsor Support Agreement?), dated as of October 24, 2021, by and between B. Riley Principal 150 Merge

Second Amended and Restated Certificate of Incorporation of FaZe Holdings Inc., dated as of July 19, 2022 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 22, 2022).

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF B. RILEY PRINCIPAL 150 MERGER CORP. July 19, 2022 B. Riley Principal 150 Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?B. Riley Principal 150 Merger Corp.?. The original certificate of incorporat

Amended and Restated Bylaws of FaZe Holdings Inc., dated as of July 19, 2022 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on July 22, 2022).

Exhibit 3.2 Amended and Restated Bylaws of FaZe Holdings Inc. (a Delaware corporation) TABLE OF CONTENTS Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 1 2.5 Notice of Nominations for Election to the Board

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2022 (July 19, 2022) FAZE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40083 85-2081659 (State or other jurisdiction of incorporation) (C

Form of Indemnification Agreement.

Exhibit 10.4 Execution Copy FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (the ?Agreement?) is entered into and made effective as of this July 19, 2022, by and between FaZe Holdings Inc., a Delaware corporation (the ?Company?), and the undersigned director/officer of the Company (the ?Indemnitee?). RECITALS WHEREAS, the Company believes that, in order to attract and retain highl

FaZe Clan, a Leading Gaming, Lifestyle and Media Brand, Completes Business Combination with B. Riley Principal 150 Merger Corp. Trading to commence on NASDAQ under the ticker “FAZE” on Wednesday, July 20, 2022

Exhibit 99.1 FaZe Clan, a Leading Gaming, Lifestyle and Media Brand, Completes Business Combination with B. Riley Principal 150 Merger Corp. Trading to commence on NASDAQ under the ticker ?FAZE? on Wednesday, July 20, 2022 Los Angeles and New York, July 20, 2022 ? FaZe Clan Inc. (?FaZe Clan?), the interactive lifestyle and media brand rooted in gaming and youth culture, today announced that on Jul

Amended and Restated Registration Rights Agreement, dated as of July 19, 2022, by and among FaZe Holdings Inc., B. Riley Principal 150 Sponsor Co., LLC and certain stockholders of FaZe Holdings Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 22, 2022).

Exhibit 10.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this ?Agreement?) is made as of July 19, 2022 by and among FaZe Holdings Inc., a Delaware corporation (formerly known as B. Riley Principal 150 Merger Corp., the ?Company?), each of the persons listed on the signature pages hereto (each, a ?Securityholder? and collectively, the

List of Subsidiaries

Exhibit 21.1 Subsidiaries of FaZe Holdings Inc. Legal Name Jurisdiction of Incorporation FaZe Clan Inc. Delaware LA Peripherals Inc. Delaware

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 15, 2022 B. RILEY PRINCIPAL 150 MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-40083 85-2081659 (State or other jurisdiction of incorporation) (

B. Riley Principal 150 Merger Corp. Announces Stockholder Approval of Business Combination with FaZe Clan Inc. Business Combination Expected to Close July 19, 2022

Exhibit 99.1 B. Riley Principal 150 Merger Corp. Announces Stockholder Approval of Business Combination with FaZe Clan Inc. Business Combination Expected to Close July 19, 2022 New York, July 15, 2022 - B. Riley Principal 150 Merger Corp. (Nasdaq: BRPM, BRPMW, BRPMU) (?BRPM? or the ?Company?), a special purpose acquisition company sponsored by an affiliate of B. Riley Financial, Inc. (Nasdaq: RILY

BRPM / B. Riley Principal Merger Corp. II / Beryl Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* B. Riley Principal 150 Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 05601V103 (CUSIP Number) July 8, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

July 2022 Investor Presentation Disclaimer This investor presentation (the "Presentation") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to an investment in

Exhibit 99.1 July 2022 Investor Presentation Disclaimer This investor presentation (the "Presentation") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to an investment in securities in connection with a proposed business combination (the "Proposed Transaction") between B . Riley Principal 150 Merger Corp ("

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2022 B. Riley Principal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2022 B. Riley Principal 150 Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40083 85-2081659 (State or other jurisdiction of incorporation) (

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2022 B. Riley Principal 150 Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40083 85-2081659 (State or other jurisdiction of incorporation) (

July 2022 Investor Presentation Disclaimer This investor presentation (the "Presentation") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to an investment in

Exhibit 99.1 July 2022 Investor Presentation Disclaimer This investor presentation (the "Presentation") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to an investment in securities in connection with a proposed business combination (the "Proposed Transaction") between B . Riley Principal 150 Merger Corp ("

FAZE CLAN WELCOMES POPULAR STREAMER AND PROFESSIONAL GAMER STABLE RONALDO AS NEWEST OFFICIAL MEMBER MEET FAZE RONALDO THE 19-YEAR-OLD STREAMER JOINS THE FAZE CLAN ROSTER Download images and assets HERE.

Filed by B. Riley Principal 150 Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B. Riley Principal 150 Merger Corp. Commission File No.: 001-4008 FAZE CLAN WELCOMES POPULAR STREAMER AND PROFESSIONAL GAMER STABLE RONALDO AS NEWEST OFFICIAL MEMBER MEET FAZE RONALDO THE 19-YEAR-OLD S

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Filed by B. Riley Principal 150 Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B. Riley Principal 150 Merger Corp. Commission File No.: 001-40083 On June 22, 2022, the following communications were made available by FaZe Clan Inc. on Twitter in connection with the proposed merger

B. Riley Principal 150 Merger Corp. and FaZe Clan Announce Effectiveness of Form S-4 Registration Statement

Exhibit 99.1 B. Riley Principal 150 Merger Corp. and FaZe Clan Announce Effectiveness of Form S-4 Registration Statement LOS ANGELES, CA and NEW YORK, NY - June 22, 2022 - B. Riley Principal 150 Merger Corp. (Nasdaq: BRPM) (?BRPM?), a special purpose acquisition company sponsored by an affiliate of B. Riley Financial, Inc. (Nasdaq: RILY), and FaZe Clan Inc. (?FaZe Clan?), today announced that the

Filed by B. Riley Principal 150 Merger Corp. pursuant to

Filed by B. Riley Principal 150 Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B. Riley Principal 150 Merger Corp. Commission File No.: 001-40083 This filing relates to the proposed merger involving B. Riley Principal 150 Merger Corp. (?BRPM?) with FaZe Clan Inc. (?FaZe Clan?), p

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2022 B. Riley Principal 150 Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40083 85-2081659 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2022 B. Riley Principal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2022 B. Riley Principal 150 Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40083 85-2081659 (State or other jurisdiction of incorporation) (

B. Riley Principal 150 Merger Corp. and FaZe Clan Announce Effectiveness of Form S-4 Registration Statement

EX-99.1 2 ea161892ex99-1briley150.htm PRESS RELEASE DATED JUNE 22, 2022 Exhibit 99.1 B. Riley Principal 150 Merger Corp. and FaZe Clan Announce Effectiveness of Form S-4 Registration Statement LOS ANGELES, CA and NEW YORK, NY - June 22, 2022 - B. Riley Principal 150 Merger Corp. (Nasdaq: BRPM) (“BRPM”), a special purpose acquisition company sponsored by an affiliate of B. Riley Financial, Inc. (Na

PROXY STATEMENT FOR SPECIAL MEETING OF B. RILEY PRINCIPAL 150 MERGER CORP. AND PROSPECTUS FOR UP TO 73,464,590 SHARES OF CLASS A COMMON STOCK OF B. RILEY PRINCIPAL 150 MERGER CORP.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-262047 PROXY STATEMENT FOR SPECIAL MEETING OF B. RILEY PRINCIPAL 150 MERGER CORP. AND PROSPECTUS FOR UP TO 73,464,590 SHARES OF CLASS A COMMON STOCK OF B. RILEY PRINCIPAL 150 MERGER CORP. On October 24, 2021, the board of directors of B. Riley Principal 150 Merger Corp., a Delaware corporation (?BRPM,? ?we,? ?us? or ?our?), unanimously approved

Form of Preliminary Proxy Card

Exhibit 99.1 PRELIMINARY PROXY CARD ? SUBJECT TO COMPLETION YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK *** EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail B. RILEY PRINCIPAL 150 MERGER CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically o

B. Riley Principal 150 Merger Corp. 299 Park Avenue, 21st Floor New York, NY 10171

B. Riley Principal 150 Merger Corp. 299 Park Avenue, 21st Floor New York, NY 10171 June 21, 2022 VIA EDGAR Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: B. Riley Principal 150 Merger Corp. Registration Statement on Form S-4 Filed on January 7, 2022, as amended File No. 333-262047 Ladies and Gentlemen: Pu

Form of FaZe Holders Support Agreement, dated as of October 24, 2021, by and among certain stockholders of FaZe Clan Inc., B. Riley Principal 150 Merger Corp. and FaZe Clan Inc. (incorporated by reference to Exhibit 10.9 of BRPM’s Registration Statement on Form S-4 (Reg. No. 333-262047), filed with the SEC on June 21, 2022).

As filed with the Securities and Exchange Commission on June 17, 2022 Registration No: 333-262047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filing Fee Table.

EX-FILING FEES 7 fs42022a5ex-feebrileyprin.htm FILING FEE TABLE Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-4 (Form Type) B. Riley Principal 150 Merger Corp. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered and Carry Forward Securities Security Type Security Class Title (1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximu

Consent of Andre Fernandez to be named as director of New FaZe

Exhibit 99.10 Consent to be Named as a Director In connection with the filing by B. Riley Principal 150 Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amend

Form of Preliminary Proxy Card

Exhibit 99.1 PRELIMINARY PROXY CARD ? SUBJECT TO COMPLETION YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK *** EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail B. RILEY PRINCIPAL 150 MERGER CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically o

As filed with the Securities and Exchange Commission on June 16, 2022

As filed with the Securities and Exchange Commission on June 16, 2022 Registration No: 333-262047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Independent Contractor Agreement, dated as of May 26, 2022, by and between FaZe Clan Inc. and Helen Webb.

Exhibit 10.20 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (?Agreement?) is entered into as of the date set forth on the signature page (the ?Effective Date?), between Faze Clan Inc. a Delaware corporation, together with any of its successors or assigns (collectively, ?Company?), and the contractor identified on the signature page hereto (?Contractor?). 1. SERVICES 1.1 St

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June 16, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.

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June 13, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.

Filed by B. Riley Principal 150 Merger Corp. pursuant to

Filed by B. Riley Principal 150 Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B. Riley Principal 150 Merger Corp. Commission File No.: 001-40083 This filing relates to the proposed merger involving B. Riley Principal 150 Merger Corp. (?BRPM?) with FaZe Clan Inc. (?FaZe Clan?), p

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May 26, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.

Consent of Bruce Gordon to be named as a director of New FaZe

Exhibit 99.9 Consent to be Named as a Director In connection with the filing by B. Riley Principal 150 Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named in the Registration Statement and any and all amendment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2022 B. Riley Principal 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2022 B. Riley Principal 150 Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40083 85-2081659 (State or other jurisdiction of incorporation) (C

As filed with the Securities and Exchange Commission on May 26, 2022

As filed with the Securities and Exchange Commission on May 26, 2022 Registration No: 333-262047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filing Fee Table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-4 (Form Type) B.

Specimen Common Stock Certificate of FaZe Holdings Inc. (incorporated by reference to Exhibit 4.4 of BRPM’s Registration Statement on Form S-4 (Reg. No. 333-262047), filed with the SEC on June 21, 2022).

Exhibit 4.4 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] FAZE HOLDINGS INC. COMMON STOCK THIS CERTIFIES THAT [ ] is the owner of fully paid and non-assessable shares of common stock, par value $0.0001 per share (the ?Common Stock?), of FaZe Holdings Inc., a Delaware corporation (the ?Company?), transferable on the books of the Company in person or by duly authorized attorney upon

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2022 B. Riley Principal 150 Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40083 85-2081659 (State or other jurisdiction of incorporation) (C

Amended and Restated Employment Agreement, dated as of May 23, 2022, by and between FaZe Clan Inc. and Zach Katz (incorporated by reference to Exhibit 10.17 of BRPM’s Registration Statement on Form S-4 (Reg. No. 333-262047), filed with the SEC on June 21, 2022).

EX-10.17 4 fs42022a4ex10-17brileyprin.htm AMENDED AND RESTATED EMPLOYMENT AGREEMENT, DATED AS OF MAY 23, 2022, BY AND BETWEEN FAZE CLAN INC. AND ZACH KATZ Exhibit 10.17 EXECUTION VERSION FAZE CLAN INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT – ZACH KATZ This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of May 23, 2022 by and between FaZe Clan Inc., a Delaware co

B. Riley Principal 150 Merger Corp. Announces Record Date for Stockholders Entitled to Vote on Merger in Connection with its Proposed Business Combination with FaZe Clan

Exhibit 99.1 B. Riley Principal 150 Merger Corp. Announces Record Date for Stockholders Entitled to Vote on Merger in Connection with its Proposed Business Combination with FaZe Clan NEW YORK, May 26, 2022/PRNewswire/ - B. Riley Principal 150 Merger Corp. (NASDAQ: BRPM), a publicly traded special purpose acquisition company (?BRPM?) today announced that BRPM?s board of directors has set the close

B. Riley Principal 150 Merger Corp. Announces Record Date for Stockholders Entitled to Vote on Merger in Connection with its Proposed Business Combination with FaZe Clan

Exhibit 99.1 B. Riley Principal 150 Merger Corp. Announces Record Date for Stockholders Entitled to Vote on Merger in Connection with its Proposed Business Combination with FaZe Clan NEW YORK, May 26, 2022/PRNewswire/ - B. Riley Principal 150 Merger Corp. (NASDAQ: BRPM), a publicly traded special purpose acquisition company (?BRPM?) today announced that BRPM?s board of directors has set the close

FAZE CLAN APPOINTS ZACH KATZ TO NEW ROLE OF PRESIDENT & CHIEF OPERATING OFFICER Insert photo

Filed by B. Riley Principal 150 Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B. Riley Principal 150 Merger Corp. Commission File No.: 001-40083 FAZE CLAN APPOINTS ZACH KATZ TO NEW ROLE OF PRESIDENT & CHIEF OPERATING OFFICER Insert photo LOS ANGELES, CA (May 19, 2022) ? Today, F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40083 B. RILEY P

FAZE CLAN AND DOORDASH ANNOUNCE PARTNERSHIP DOORDASH NAMED FAZE CLAN’S OFFICIAL ON-DEMAND DELIVERY PLATFORM Download assets HERE.

Filed by B. Riley Principal 150 Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B. Riley Principal 150 Merger Corp. Commission File No.: 001-40083 FAZE CLAN AND DOORDASH ANNOUNCE PARTNERSHIP DOORDASH NAMED FAZE CLAN?S OFFICIAL ON-DEMAND DELIVERY PLATFORM Download assets HERE. LOS

FAZE CLAN AND GHOST ANNOUNCE MULTI-YEAR PARTNERSHIP GHOST WILL AWARD BRAND SPONSORSHIP DEAL TO WINNER OF THE FAZE1 GLOBAL RECRUITMENT CHALLENGE Download assets HERE.

Filed by B. Riley Principal 150 Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B. Riley Principal 150 Merger Corp. Commission File No.: 001-40083 FAZE CLAN AND GHOST ANNOUNCE MULTI-YEAR PARTNERSHIP GHOST WILL AWARD BRAND SPONSORSHIP DEAL TO WINNER OF THE FAZE1 GLOBAL RECRUITMENT

As filed with the Securities and Exchange Commission on April 29, 2022

As filed with the Securities and Exchange Commission on April 29, 2022 Registration No: 333-262047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the Securities and Exchange Commission on April 27, 2022

As filed with the Securities and Exchange Commission on April 27, 2022 Registration No: 333-262047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Collaboration Agreement, dated as of February 17, 2022, by and among FaZe Clan Inc., Spanky’s Clothing Inc. (f/s/o Calvin “Snoop Dogg” Broadus Jr.), Cordell Broadus, Boss Lady Entertainment and SMAC Entertainment.

Exhibit 10.18 FaZe Clan Inc. x Snoop Dogg + The Family + SMAC Collaboration Agreement This Collaboration Agreement (?Agreement?), dated as of February 17, 2022 (?Effective Date?), is entered into by and between (1) FaZe Clan Inc., a Delaware corporation with its principal place of business at 1800 North Highland Avenue, 6th Fl., Los Angeles, CA 90028 (?FaZe?), on the one hand, and (2) Spanky?s Clo

Form of FaZe Talent Agreement.

Exhibit 10.19 Certain confidential information contained in this document, marked by brackets as [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. In addition, certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) unde

Employment Agreement, dated as of May 1, 2021 (as amended on April 18, 2022), by and between FaZe Clan Inc. and Kainoa Henry.

EX-10.17 5 fs42022a2ex10-17brileyprinc.htm EMPLOYMENT AGREEMENT, DATED AS OF MAY 1, 2021 (AS AMENDED ON [ ]), BY AND BETWEEN FAZE CLAN INC. AND KAINOA HENRY Exhibit 10.17 FAZE CLAN INC. EMPLOYMENT AGREEMENT – KAINOA HENRY This Employment Agreement (the “Agreement”) is entered into as of May 1, 2021 (the “Effective Date”), by and between FaZe Clan Inc., a Delaware corporation (the “Company”), and K

Employment Agreement, dated as of December 31, 2020, by and between FaZe Clan Inc. and Amit Bajaj.

Exhibit 10.16 FAZE CLAN INC. EMPLOYMENT AGREEMENT - AMIT BAJAJ This Employment Agreement (the ?Agreement?) is entered into as of December 31, 2020 (the ?Effective Date?), by and between FaZe Clan Inc., a Delaware corporation (the ?Company?), and Amit Bajaj (the ?Executive?). WHEREAS, the Company desires to employ the Executive as its Chief Financial Officer on the terms and conditions set forth in

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CORRESP 1 filename1.htm April 27, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attn: Nasreen Mohammed Linda Cvrkel Taylor Beech Katherine Bagley Re: B. Riley Principal 150 Merger Corp. Amendment No. 1 to Registration Statement on Form S-4 Filed March 14, 2022 File No. 333-262047 De

Employment Agreement, dated as of May 3, 2019, by and between FaZe Clan Inc. and Lee Trink (incorporated by reference to Exhibit 10.15 of BRPM’s Registration Statement on Form S-4 (Reg. No. 333-262047), filed with the SEC on June 21, 2022).

EX-10.15 3 fs42022a2ex10-15brileyprinc.htm EMPLOYMENT AGREEMENT, DATED AS OF MAY 3, 2019, BY AND BETWEEN FAZE CLAN INC. AND LEE TRINK Exhibit 10.15 FAZE CLAN, INC. 1800 Vine St. Los Angeles, CA 90028 May 3, 2019 Lee Trink Dear Mr. Trink: This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment with FaZe Clan, Inc. (“Company”), a Delaware corporation (“Company

FAZE CLAN WELCOMES TRAILBLAZING CONTENT CREATOR FAZE DEESTROYING AS NEWEST OFFICIAL MEMBER MEET THE DYNAMIC ATHLETE AND CONTENT CREATOR DONALD DE LA HAYE WHO QUIT COLLEGE FOOTBALL TO PURSUE YOUTUBE AND NOW HAS A DIEHARD COMMUNITY OF OVER 10 MILLION F

Filed by B. Riley Principal 150 Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B. Riley Principal 150 Merger Corp. Commission File No.: 001-40083 FAZE CLAN WELCOMES TRAILBLAZING CONTENT CREATOR FAZE DEESTROYING AS NEWEST OFFICIAL MEMBER MEET THE DYNAMIC ATHLETE AND CONTENT CREATO

FAZE CLAN UNVEILS NEW ORIGINAL PROGRAMMING BRINGING NEW FORMATS TO TWITCH REVOLUTIONARY TWITCH VARIETY SERIES UNFAZED STARRING RECURRING ENSEMBLE CAST AND SPECIAL GUEST HOSTS GOES LIVE EVERY THURSDAY STARTING JUNE 2ND FIRST-OF-ITS-KIND 24-HOUR LIVEST

425 1 ea158156-425briley150.htm FORM 425 Filed by B. Riley Principal 150 Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B. Riley Principal 150 Merger Corp. Commission File No.: 001-40083 FAZE CLAN UNVEILS NEW ORIGINAL PROGRAMMING BRINGING NEW FORMATS TO TWITCH REVOLUTIONARY TWITC

Filed by B. Riley Principal 150 Merger Corp. pursuant to

Filed by B. Riley Principal 150 Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B. Riley Principal 150 Merger Corp. Commission File No.: 001-40083 Exclusive: FaZe Clan adds media heavyweights to board ahead of IPO Sara Fischer, author of Axios Media Trends FaZe Clan, one of the bi

FAZE CLAN ANNOUNCES ITS ANTICIPATED PUBLIC COMPANY BOARD OF DIRECTORS Broadly-experienced Board to Oversee FaZe Clan’s Anticipated Growth Across Entertainment, Media and Web3

Filed by B. Riley Principal 150 Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B. Riley Principal 150 Merger Corp. Commission File No.: 001-40083 FAZE CLAN ANNOUNCES ITS ANTICIPATED PUBLIC COMPANY BOARD OF DIRECTORS Broadly-experienced Board to Oversee FaZe Clan?s Anticipated Gro

Consent of Lee Trink to be named as a director of New FaZe

EX-99.2 4 fs42022a1ex99-2brileyprinc.htm CONSENT OF LEE TRINK TO BE NAMED AS A DIRECTOR OF NEW FAZE Exhibit 99.2 Consent to be Named as a Director In connection with the filing by B. Riley Principal 150 Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to

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March 14, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.

Consent of Zach Katz to be named as a director of New FaZe

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by B. Riley Principal 150 Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named in the Registration Statement and any and all amendment

Consent of Nick Lewin to be named as a director of New FaZe

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by B. Riley Principal 150 Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named in the Registration Statement and any and all amendment

Filing Fee Table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-4 (Form Type) B.

Consent of Angela Dalton to be named as a director of New FaZe

Exhibit 99.8 Consent to be Named as a Director In connection with the filing by B. Riley Principal 150 Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named in the Registration Statement and any and all amendment

Consent of Stephanie McMahon to be named as a director of New FaZe

Exhibit 99.9 Consent to be Named as a Director In connection with the filing by B. Riley Principal 150 Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named in the Registration Statement and any and all amendment

Consent of Paul Hamilton to be named as a director of New FaZe

Exhibit 99.7 Consent to be Named as a Director In connection with the filing by B. Riley Principal 150 Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named in the Registration Statement and any and all amendment

Consent of Calvin Cordozar Broadus Jr. to be named as a director of New FaZe

Exhibit 99.6 Consent to be Named as a Director In connection with the filing by B. Riley Principal 150 Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named in the Registration Statement and any and all amendment

Amendment to the Agreement and Plan of Merger, dated as of March 10, 2022, by and among B. Riley Principal 150 Merger Corp., BRPM Merger Sub, Inc., and FaZe Clan Inc. (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex A-3).

As filed with the Securities and Exchange Commission on March 14, 2022 Registration No: 333-262047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Consent of Mickie Rosen to be named as a director of New FaZe

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by B. Riley Principal 150 Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named in the Registration Statement and any and all amendment

Pledge and Security Agreement, dated March 10, 2022

Exhibit 10.3 EXECUTION VERSION Dated March 10, 2022 Pledge and Security Agreement between B. Riley Principal Commercial Capital, LLC, a Delaware limited liability company and FaZe Clan Inc. a Delaware corporation Table of Contents Page Article I SECURITY 1 Section 1.01 Grant of Security Interest 1 Section 1.02 Collateral Defined 1 Section 1.03 Financing Statements 1 Section 1.04 Termination 2 Sect

Bridge Loan Agreement, dated March 10, 2022.

Exhibit 10.1 EXECUTION VERSION Dated March 10, 2022 Bridge Loan Agreement between B. Riley Principal Commercial Capital, LLC, a Delaware limited liability company and FaZe Clan Inc. a Delaware corporation Table of Contents Page Section 1 Amount and Terms of Commitments 1 1.1 Terms Loan Commitments. 1 1.2 Procedures for Term Loan Borrowing. 1 1.3 Interest. 1 1.4 Security Interest 2 1.5 Repayment. 2

Amendment No. 2, dated March 10, 2022, to the Agreement and Plan of Merger, dated as of October 24, 2021 by and among B. Riley Principal 150 Merger Corp., BRPM Merger Sub, Inc. and FaZe Clan, Inc.

Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This amendment (this ?Amendment?) to that certain Agreement and Plan of Merger, dated as of October 24, 2021 (the ?Merger Agreement?), by and among B. Riley Principal 150 Merger Corp., a Delaware corporation (?Acquiror?), BRPM Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (?Merger Sub?), and FaZe Cla

Form of Intercreditor Agreement, dated March 10, 2022

Exhibit 10.4 Execution Version Dated March 10, 2022 Intercreditor Agreement among [] as Senior Lienholder B. Riley Principal Commercial Capital, LLC, as B. Riley and Faze Clan Inc., as the Company Table of Contents Page Article I Definitions and Interpretation. Section 1.01 Definitions 1 Section 1.02 Terms Generally 4 Article II Treatment of Liens. Section 2.01 Relative Priorities 5 Section 2.02 P

Term Promissory Note, dated as of March 10, 2022, made by FaZe Clan Inc. (incorporated by reference to Exhibit 10.2 of BRPM’s Current Report on Form 8-K, filed with the SEC on March 10, 2022).

Exhibit 10.2 EXECUTION VERSION FAZE CLAN INC. TERM PROMISSORY NOTE $10,000,000 March 10, 2022 New York, NY Subject to the terms and conditions of this term note (this ?Note?), for value received, Faze Clan Inc., a Delaware corporation (the ?Maker?), hereby promises to pay to B. Riley Principal Commercial Capital, LLC, a Delaware limited liability company (the ?Holder?), the principal sum of Ten Mi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2022 B. Riley Principal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2022 B. Riley Principal 150 Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40083 85-2081659 (State or other jurisdiction of incorporation)

Term Promissory Note, dated March 10, 2022

Exhibit 10.2 EXECUTION VERSION FAZE CLAN INC. TERM PROMISSORY NOTE $10,000,000 March 10, 2022 New York, NY Subject to the terms and conditions of this term note (this ?Note?), for value received, Faze Clan Inc., a Delaware corporation (the ?Maker?), hereby promises to pay to B. Riley Principal Commercial Capital, LLC, a Delaware limited liability company (the ?Holder?), the principal sum of Ten Mi

Form of Intercreditor Agreement, dated as of March 10, 2022, by and among B. Riley Principal Commercial Capital, LLC, FaZe Clan Inc., and the senior lienholders of FaZe Clan Inc. (incorporated by reference to Exhibit 10.4 of BRPM’s Current Report on Form 8-K, filed with the SEC on March 10, 2022).

Exhibit 10.4 Execution Version Dated March 10, 2022 Intercreditor Agreement among [] as Senior Lienholder B. Riley Principal Commercial Capital, LLC, as B. Riley and Faze Clan Inc., as the Company Table of Contents Page Article I Definitions and Interpretation. Section 1.01 Definitions 1 Section 1.02 Terms Generally 4 Article II Treatment of Liens. Section 2.01 Relative Priorities 5 Section 2.02 P

Amendment No. 2, dated March 10, 2022, to the Agreement and Plan of Merger, dated as of October 24, 2021 by and among B. Riley Principal 150 Merger Corp., BRPM Merger Sub, Inc. and FaZe Clan, Inc.

Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This amendment (this ?Amendment?) to that certain Agreement and Plan of Merger, dated as of October 24, 2021 (the ?Merger Agreement?), by and among B. Riley Principal 150 Merger Corp., a Delaware corporation (?Acquiror?), BRPM Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (?Merger Sub?), and FaZe Cla

Bridge Loan Agreement, dated as of March 10, 2022, by and between B. Riley Principal Commercial Capital, LLC and FaZe Clan Inc. (incorporated by reference to Exhibit 10.1 of BRPM’s Current Report on Form 8-K, filed with the SEC on March 10, 2022).

Exhibit 10.1 EXECUTION VERSION Dated March 10, 2022 Bridge Loan Agreement between B. Riley Principal Commercial Capital, LLC, a Delaware limited liability company and FaZe Clan Inc. a Delaware corporation Table of Contents Page Section 1 Amount and Terms of Commitments 1 1.1 Terms Loan Commitments. 1 1.2 Procedures for Term Loan Borrowing. 1 1.3 Interest. 1 1.4 Security Interest 2 1.5 Repayment. 2

Pledge and Security Agreement, dated as of March 10, 2022, by and between B. Riley Principal Commercial Capital, LLC and FaZe Clan Inc. (incorporated by reference to Exhibit 10.3 of BRPM’s Current Report on Form 8-K, filed with the SEC on March 10, 2022).

Exhibit 10.3 EXECUTION VERSION Dated March 10, 2022 Pledge and Security Agreement between B. Riley Principal Commercial Capital, LLC, a Delaware limited liability company and FaZe Clan Inc. a Delaware corporation Table of Contents Page Article I SECURITY 1 Section 1.01 Grant of Security Interest 1 Section 1.02 Collateral Defined 1 Section 1.03 Financing Statements 1 Section 1.04 Termination 2 Sect

Other Events, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2022 B. Riley Principal 150 Merger Corp. (Exact name of registrant as specified in its charter) Delaware 001-40083 85-2081659 (State or other jurisdiction of incorporation)

Audit Committee Charter.

Exhibit 99.1 B. RILEY PRINCIPAL 150 MERGER CORP. AUDIT COMMITTEE CHARTER Effective February 18, 2021 I. Purposes The Audit Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of B. Riley Principal 150 Merger Corp. (the ?Company?) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company?s compliance with leg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-40083 (Commission File Number) B. Riley Principal 150 M

SNOOP DOGG TO JOIN FAZE CLAN’S BOARD OF DIRECTORS AND BECOMES NEWEST TALENT MEMBER ENTERTAINMENT ICON & AVID GAMER WILL JOIN BOARD AFTER FAZE CLAN BECOMES A PUBLIC COMPANY LATER THIS YEAR ‘FAZE SNOOP’ TO PARTNER WITH FAZE CLAN ON CONTENT, MERCHANDISE

Filed by B. Riley Principal 150 Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B. Riley Principal 150 Merger Corp. Commission File No.: 001-40083 SNOOP DOGG TO JOIN FAZE CLAN?S BOARD OF DIRECTORS AND BECOMES NEWEST TALENT MEMBER ENTERTAINMENT ICON & AVID GAMER WILL JOIN BOARD AFT

Compensation Committee Charter.

EX-99.2 8 f10k2021ex99-2brileyprinc.htm COMPENSATION COMMITTEE CHARTER Exhibit 99.2 B. RILEY PRINCIPAL 150 MERGER CORP. FORM OF COMPENSATION COMMITTEE CHARTER Effective February 18, 2021 I. Purposes The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of B. Riley Principal 150 Merger Corp. (the “Company”) to: (A) assist the Board in overseeing the Compa

Description of the Registrant’s Securities.

EX-4.5 2 f10k2021ex4-5brileyprinc.htm DESCRIPTION OF THE REGISTRANT'S SECURITIES Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of

Nominating and Corporate Governance Committee Charter.

Exhibit 99.3 B. RILEY PRINCIPAL 150 MERGER CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Effective February 18, 2021 I. INTRODUCTION The Nominating and Corporate Governance Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of B. Riley Principal 150 Merger Corp. (the ?Company?) to: (i) identify and screen individuals qualified to serve as directors and r

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Filed by B. Riley Principal 150 Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B. Riley Principal 150 Merger Corp. Commission File No.: 333-262047 Fox Business interview with CEO Lee Trink - Aired February 18, 2022 FaZe Clan CEO: Super Bowl LVI was moment Gen Z rose to power FaZe