0001839360 false 0001839360 2023-03-23 2023-03-23 0001839360 FAZE:CommonStockParValue0.0001PerShareMember 2023-03-23 2023-03-23 0001839360 FAZE:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockMember 2023-03-23 2023-03-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares





Washington, D.C. 20549












Date of Report (Date of earliest event reported): March 23, 2023





(Exact name of registrant as specified in its charter)




Delaware   001-40083   84-2081659

(State or other jurisdiction
of incorporation)


(Commission File Number)


(I.R.S. Employer
Identification No.)


720 N. Cahuenga Blvd.

Los Angeles, CA

(Address of principal executive offices)   (Zip Code)


(818) 688-6373

(Registrant’s telephone number, including area code)



(Former name or former address, if changed since last report)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class  

Trading Symbol(s)


Name of each exchange on which registered

Common stock, par value $0.0001 per share   FAZE   The Nasdaq Stock Market
Warrants, each whole warrant exercisable for one share of common stock   FAZEW   The Nasdaq Stock Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.







Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing


On March 23, 2023, FaZe Holdings Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) informing the Company that its common stock, par value $0.0001 per share (the “Common Stock”), failed to comply with the $1 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) based upon the closing bid price of the Common Stock for the 30 consecutive business days prior to the date of the Letter. The notice has no immediate effect on the listing of the Common Stock or warrants, and the Common Stock and warrants will continue to trade on The Nasdaq Capital Market under the symbols “FAZE” and “FAZEW,” respectively.


In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until September 19, 2023 (the “Compliance Date”), by which the Company has to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days at any time prior to the Compliance Date, unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).


If the Company does not regain compliance with the minimum bid price requirement by the Compliance Date, the Company may be eligible for an additional 180-calendar day compliance period. If the Company does not qualify for, or fails to regain compliance during, the second compliance period, then the Staff will provide written notification to the Company that the Common Stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to the Nasdaq Hearings Panel.


The Company intends to monitor the closing bid price of the Common Stock and may, if appropriate, consider implementing available options to regain compliance, though the Company cannot provide assurance that these efforts will be successful.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: March 24, 2023 By:

/s/ Lee Trink

    Name:  Lee Trink
    Title: Chief Executive Officer