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.C. 20549
| Attn: | Brian Fetterolf | |
| Lilyanna Peyser | ||
| Re: | FaZe Holdings Inc. | |
| Amendment No. 3 to Registration Statement on Form S-1 Filed September 27, 2022 | ||
| File No. 333-266435 | ||
On behalf of our client, FaZe Holdings Inc., a Delaware corporation (the “Company”), we are writing to provide the Company’s response to the comment of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated September 28, 2022 (the “Comment Letter”), with respect to the Company’s above-referenced Amendment No. 3 to Registration Statement on Form S-1, filed on September 27, 2022 (the “Registration Statement”).
The Company has publicly filed via EDGAR Amendment No. 4 to its Registration Statement on Form S-1 (“Amendment No. 4”), which reflects the Company’s response to the comment received by the Staff in the Comment Letter. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 4 to the Registration Statement.
Amendment No. 3 to Registration Statement on Form S-1 filed September 27, 2022
Cover Page
| 1. | Please revise the opinion to reflect the updated numbers of shares covered by the registration statement. |
Response: In response to the Staff’s comment, the opinion has been revised to reflect the updated numbers of shares covered by the Registration Statement.
* * *
United States Securities and Exchange Commission
September 28, 2022
Please do not hesitate to contact Laura Kaufmann Belkhayat at (212) 735-2439 of Skadden, Arps, Slate, Meagher & Flom LLP with any questions or comments regarding this letter.
| Sincerely,
|
| /s/ Laura Kaufmann Belkhayat |
| cc: | Tammy Brandt, Chief Legal Officer, FaZe Holdings Inc. |