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United States securities and exchange commission logo
August 17, 2022
Tammy Brandt
Chief Legal Officer
FaZe Holdings Inc.
720 N. Cahuenga Blvd.
Los Angeles, California 90038
Re: FaZe Holdings Inc.
Registration
Statement on Form S-1
Filed August 1,
2022
File No. 333-266435
Dear Ms. Brandt:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed August 1, 2022
Cover Page
1. Please disclose the
price per share that the Sponsor and its affiliate, B. Riley Principal
Investments, LLC, paid
for the shares purchased in the PIPE Investment, and revise to
clarify the total
amount and price per share that third-party PIPE investors paid at closing.
Additionally, with
respect to the securities being registered for resale that underlie the
Private Placement
Units, please disclose the price paid for the Private Placement Units
issued at the time of
B. Riley Principal 150 Merger Corp.'s IPO. Last, for the shares being
registered for resale
that are held by the pre-Business Combination securityholders of
FaZe, also disclose the
price paid for such securities.
2. We note your disclosure
that "[a]pproximately 66% of the total shares of Common Stock
outstanding as of July
19, 2022 are being registered for resale under this prospectus," as
Tammy Brandt
FaZe Holdings Inc.
August 17, 2022
Page 2
well as your disclosure on page 90 that "[t]he shares of Common Stock
offered for resale
by the Selling Holders in this prospectus represents approximately 97%
percent of our
Common Stock outstanding as of July 19, 2022." Please revise to
reconcile your
disclosure here, and in doing so, please ensure that you also disclose
the amount of shares
being registered as a percentage of your total public float. In this
regard, we note your
disclosure on page 44 that 15,883,395 public shares, or 92% of your
public shares, were
redeemed in connection with your business combination, thereby
indicating that the shares
being registered will constitute a considerable percentage of your
public float and that the
related sales of such shares could significantly impact your public
trading price.
3. We note your disclosure that "[d]espite such a decline in price, our
Sponsor and the FaZe
securityholders may still experience a positive rate of return on the
shares purchased by
them due to the lower price per share at which its shares were
purchased." Please disclose
here the price at which the public securityholders acquired their
shares and warrants, as
you discuss on page 35, and also disclose here that public
securityholders may not
experience a similar rate of return on the securities they purchased
due to differences in
the purchase prices and the current trading price. Additionally,
please disclose the
potential profit that such selling securityholders will earn based on
the current trading
price. Lastly, please make conforming changes in your risk factor
entitled "The sale of all
of the securities registered for resale hereunder . . . " on page 34,
and expand such risk
factor discussion to also (i) disclose the price paid for the
securities held by the pre-
closing securityholders of Faze, and (ii) to the extent applicable,
highlight that such
private securityholders may have an incentive to sell because they
will still profit on sales
because of the lower price that they purchased their shares than the
public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 89
4. We note your disclosure on the cover page that "[f]or so long as the
warrants remain "out-
of-the money," we do not expect warrantholders to exercise their
Warrants and, therefore,
we do not expect to receive cash proceeds from any such exercise." As
applicable, please
describe how this impacts your liquidity and update the discussion on
the ability of your
company to fund your operations on a prospective basis with your
current cash on hand.
5. We note your disclosure that you "may need additional cash due to
changing business
conditions or other developments." Please discuss the effect of this
offering on the
FirstName LastNameTammy Brandt
company's ability to raise additional capital, including the impact of
potential negative
Comapany NameFaZe
pressure Holdings
on the price Inc.common stock and warrants as a result of
the proposed
of your
Augustresale.
17, 2022 Page 2
FirstName LastName
Tammy Brandt
FirstName LastNameTammy Brandt
FaZe Holdings Inc.
Comapany
August 17, NameFaZe
2022 Holdings Inc.
August
Page 3 17, 2022 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at
202-551-3222 if
you have any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Laura Kaufmann Belkhayat