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 Telephone Number of Person Authorized to Receive Notices and Communications)

 

December 6, 2022

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

 

 

  1   

NAME OF REPORTING PERSONS

B. Riley Financial, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  (b)

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH REPORTING

PERSON

WITH

  7   

SOLE VOTING POWER

0

  8  

SHARED VOTING POWER

11,184,152(1)(2)

  9  

SOLE DISPOSITIVE POWER

0

  10  

SHARED DISPOSITIVE POWER

11,184,152(1)(2)

  11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,184,152(1)(2)

  12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

 

  13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.4%*

  14.  

TYPE OF REPORTING PERSON

HC, CO

 

(1)Includes 156,001 shares of Common Stock which may be purchased by exercising warrants that become exercisable beginning 30 days after the Closing (as defined in Item 3).

 

(2) Consists of 11,028,151 shares held directly by B. Riley Principal Investments, LLC (“BRPI”). BRPI is the managing member of B. Riley 150 Sponsor Co. LLC (“Sponsor”) and is a wholly-owned subsidiary of B. Riley Financial, Inc. (“BRF”). Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. BRPI is a wholly-owned subsidiary of BRF. Each of BRF and Bryant R. Riley may be deemed to indirectly beneficially own the securities directly held by BRPI, and each of BRF and Bryant R. Riley disclaims beneficial ownership over any securities directly held by BRPI other than to the extent of its/his respective pecuniary interest therein, directly or indirectly.

 

*Based on 72,506,849 shares of Common Stock outstanding, as reported on the Issuer’s Current Report on Form 10-Q filed on November 14, 2022.

 

2

 

 

  1   

NAME OF REPORTING PERSONS

B. Riley Principal 150 Sponsor Co., LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  (b)

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 SC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH REPORTING

PERSON

WITH

  7   

SOLE VOTING POWER

0

  8  

SHARED VOTING POWER

0

  9  

SOLE DISPOSITIVE POWER

0

  10  

SHARED DISPOSITIVE POWER

0

  11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

  12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

 

  13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%*

  14.  

TYPE OF REPORTING PERSON

OO

 

*Based on 72,506,849 shares of Common Stock outstanding, as reported on the Issuer’s Current Report on Form 10-Q filed on November 14, 2022.

 

3

 

 

  1   

NAME OF REPORTING PERSONS

B. Riley Principal Investments, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  (b)

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 SC, AF, WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH REPORTING

PERSON

WITH

  7   

SOLE VOTING POWER

0

  8  

SHARED VOTING POWER

11,184,152(1)(2)

  9  

SOLE DISPOSITIVE POWER

0

  10  

SHARED DISPOSITIVE POWER

11,184,152(1)(2)

  11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,184,152(1)(2)

  12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

 

  13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.4%*

  14.  

TYPE OF REPORTING PERSON

OO

 

(1)Includes 156,001 shares of Common Stock which may be purchased by exercising warrants that become exercisable beginning 30 days after the Closing (as defined in Item 3 of this Amendment).

 

(2) Consists of 11,028,151 shares held directly by B. Riley Principal Investments, LLC (“BRPI”). BRPI is the managing member of B. Riley 150 Sponsor Co. LLC (“Sponsor”) and is a wholly-owned subsidiary of B. Riley Financial, Inc. (“BRF”). Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. BRPI is a wholly-owned subsidiary of BRF. Each of BRF and Bryant R. Riley may be deemed to indirectly beneficially own the securities directly held by BRPI, and each of BRF and Bryant R. Riley disclaims beneficial ownership over any securities directly held by BRPI other than to the extent of its/his respective pecuniary interest therein, directly or indirectly.

 

*Based on 72,506,849 shares of Common Stock outstanding, as reported on the Issuer’s Current Report on Form 10-Q filed on November 14, 2022.

 

4

 

 

  1   

NAME OF REPORTING PERSONS

Bryant R. Riley

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  (b)

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 AF, PF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH REPORTING

PERSON

WITH

  7   

SOLE VOTING POWER

200,000

  8  

SHARED VOTING POWER

11,184,152(1)(2)

  9  

SOLE DISPOSITIVE POWER

200,000

  10  

SHARED DISPOSITIVE POWER

11,184,152(1)(2)

  11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,384,152(1)(2)

  12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

 

  13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.7%*

  14.  

TYPE OF REPORTING PERSON

IN

 

(1)Includes 156,001 shares of Common Stock which may be purchased by exercising warrants that become exercisable beginning 30 days after the Closing (as defined in Item 3 of this Amendment).

 

(2) Consists of 11,028,151 shares held directly by B. Riley Principal Investments, LLC (“BRPI”). BRPI is the managing member of B. Riley 150 Sponsor Co. LLC (“Sponsor”) and is a wholly-owned subsidiary of B. Riley Financial, Inc. (“BRF”). Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. BRPI is a wholly-owned subsidiary of BRF. Each of BRF and Bryant R. Riley may be deemed to indirectly beneficially own the securities directly held by BRPI, and each of BRF and Bryant R. Riley disclaims beneficial ownership over any securities directly held by BRPI other than to the extent of its/his respective pecuniary interest therein, directly or indirectly.

 

*Based on 72,506,849 shares of Common Stock outstanding, as reported on the Issuer’s Current Report on Form 10-Q filed on November 14, 2022.

 

5

 

 

AMENDMENT NO. 2 TO SCHEDULE 13D

 

This Amendment No. 2 (the “Amendment”) amends and supplements the statement on Schedule 13D filed on March 5, 2021 (the “Schedule 13D”) with the Securities and Exchange Commission as so amended by Amendment No. 1 filed on July 29, 2022, relating to the Class A common stock, par value $0.0001 per share (the “Common Stock”), of FaZe Holdings Inc. (“FAZE”), a Delaware corporation (the “Issuer”), by B. Riley Financial, Inc. (“BRF”), a Delaware corporation, B. Riley Principal Investments, LLC (“BRPI”), a Delaware limited liability company, B. Riley Principal 150 Sponsor Co., LLC (“Sponsor”), a Delaware limited liability company, and Bryant R. Riley (“Bryant R. Riley”, and together with BRF, BRPI, and Sponsor, the “Reporting Persons”).

 

Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein shall have the same meanings as are ascribed to them in the Schedule 13D.

 

The following Items of the Schedule 13D are hereby amended as follows:

 

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Item 3 of the Schedule 13D are hereby amended to add the following:

 

On December 6, 2022, the Sponsor distributed the 4,312,500 shares of Common Stock to its members and to BRPI for no consideration.

  

ITEM 5.

INTEREST OF SECURITIES OF THE ISSUER.

 

Item 5, Sections (a) and (b) of the Schedule 13D are hereby amended and restated as follows:

 

The information contained on the cover pages to this Amendment is incorporated herein by reference. Calculations of the percentage ownership of the Common Stock is based on a total of 72,506,849 shares of Common Stock outstanding, as reported on the Issuer’s Current Report on Form 10-Q filed on November 14, 2022.

 

Except for the transactions described in Item 4 of this Amendment, the Reporting Persons have not engaged in any transaction during the past 60 days involving the Common Stock of the Issuer.

 

To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and their respective members, shareholders and affiliates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein as beneficially owned by the Reporting Persons.

 

6

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 14, 2022

 

B. RILEY FINANCIAL, INC.  
   
/s/ Bryant R. Riley  
Name:  Bryant R. Riley  
Title: Co-Chief Executive Officer  

 

B. RILEY PRINCIPAL 150 SPONSOR CO., LLC  
   
By: B. RILEY PRINCIPAL INVESTMENTS, LLC,
its Managing Member
 
   
/s/ Kenneth Young  
Name:  Kenneth Young  
Title: Chief Executive Officer  

 

B. RILEY PRINCIPAL INVESTMENTS, LLC  
   
/s/ Kenneth Young  
Name:  Kenneth Young  
Title: Chief Executive Officer  

 

/s/ Bryant R. Riley  
Name: Bryant R. Riley   

 

7

 

 

SCHEDULE A

 

Executive Officers and Directors of B. Riley Financial, Inc.

 

Name and Position   Present Principal Occupation   Business Address   Citizenship
Bryant R. Riley
Chairman of the Board of Directors and Co-Chief Executive Officer
  Chief Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; and Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc.   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Thomas J. Kelleher
Co-Chief Executive Officer and Director
  Co-Chief Executive Officer and Director of B. Riley Financial, Inc.; Co-Executive Chairman of B. Riley Securities, Inc.; and President of B. Riley Capital Management, LLC   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Phillip J. Ahn
Chief Financial Officer and Chief Operating Officer
  Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc.  

30870 Russell Ranch Rd

Suite 250

Westlake Village, CA 91362

  United States
Kenneth Young
President
  President of B. Riley Financial, Inc.; and Chief Executive Officer of B. Riley Principal Investments, LLC   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Alan N. Forman1
Executive Vice President, General Counsel and Secretary
  Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc.   299 Park Avenue, 21st Floor
New York, NY 10171
  United States
Howard E. Weitzman
Senior Vice President and Chief Accounting Officer
  Senior Vice President and Chief Accounting Officer of B. Riley Financial, Inc.  

30870 Russell Ranch Rd

Suite 250

Westlake Village, CA 91362

  United States
Robert L. Antin
Director
  Co-Founder of VCA, Inc., an owner and operator of Veterinary care centers and hospitals   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Tammy Brandt2
Director
  Chief Legal Officer, Head of Business and Legal Affairs at FaZe Clan Inc.; a leading gaming, lifestyle, and media platform   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Robert D’Agostino
Director
  President of Q-mation, Inc., a supplier of software solutions   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Renée E. LaBran
Director
  Founding partner of Rustic Canyon Partners (RCP), a technology focused VC fund  

11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025

 

  United States
Randall E. Paulson
Director
  Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm  

11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025

 

  United States
Michael J. Sheldon
Director
  Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired  

11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025

 

  United States
Mimi Walters
Director
  U.S. Representative from California’s 45th Congressional District – Retired   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Mikel Williams
Director
  Chief Executive Officer and Director of privately held Targus International, LLC, supplier of carrying cases and accessories   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States

 

1As of the date hereof, Alan N. Forman directly owned 7,500 shares of Common Stock. The aggregate purchase price of the 7,500 shares of Common Stock that were purchased by Alan N. Forman with personal funds is approximately $75,000. Alan N. Forman has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock.
2Per the Issuer’s Current Report on Form 8-K filed with the SEC on July 22, 2022, Tammy Brandt directly owned 902,084 shares of Common Stock, which includes 838,485 shares over which Tammy Brandt has the right to acquire voting and dispositive power upon the exercise of stock options within 60 days after July 19, 2022.

 

 

 

 

ANNEX I

 

Transactions within the Past 60 Days

 

Trade Date

  Transaction  Amount of
Securities
   Price per
Share of
Common
Stock
   Reporting Person
12/6/2022  Distribution to Members   (1,094,849)  $         -   B. Riley Principal 150 Sponsor Co., LLC
12/6/2022  Distribution to BRPI   (3,217,651)  $-   B. Riley Principal 150 Sponsor Co., LLC
12/6/2022  Distribution from the Sponsor   3,217,651   $-   B. Riley Principal Investments, LLC