Item 1. |
Security and Issuer. |
This statement on Schedule 13D (this Schedule 13D) relates to the shares of common stock, par value $0.0001 per share, (the
Common Stock) of FaZe Holdings Inc., a Delaware corporation (the Issuer, the Company or FaZe), whose principal executive offices are located at 720 N. Cahuenga Blvd., Los
Angeles, CA 90038.
Item 2. |
Identity and Background. |
(a) and (f) This Schedule 13D is filed by Yousef Abdelfattah, a United States citizen (the Reporting Person).
Mr. Abdelfattah was a director of Legacy Faze (as defined below)
(b) and (c). The principal business address for the Reporting
Person is c/o FaZe Holdings Inc., 720 N. Cahuenga Blvd., Los Angeles, California 90038.
(d) and (e). The Reporting Person has not during
the last five years has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. |
Source and Amount of Funds or Other Consideration. |
On October 24, 2021, the Issuer, previously known as B. Riley Principal 150 Merger Corp., a Delaware corporation
(BRPM), BRPM Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of BRPM (Merger Sub), and FaZe Clan Inc., a Delaware corporation (Legacy FaZe), entered into an
Agreement and Plan of Merger, as amended on December 29, 2021 and March 10, 2022 (the Merger Agreement), pursuant to which, among other transactions, Merger Sub merged with and into Legacy FaZe (the
Merger), whereupon the separate corporate existence of Merger Sub ceased and Legacy FaZe continued as the surviving corporation in the Merger as a wholly owned subsidiary of BRPM (the Merger with the other transactions described
in the Merger Agreement, the Business Combination). In connection with the closing of the Business Combination (the Closing), BRPM changed its name to FaZe Holdings Inc. The Business
Combination closed on July 19, 2022 (the Closing Date).
Pursuant to the terms of the Merger Agreement, each share
of Legacy FaZe common stock outstanding immediately prior to the Closing (including the Legacy FaZe common stock issued upon the exercise of Legacy FaZe common stock purchase warrants and the conversion of the Legacy FaZe Notes and Legacy
FaZes preferred stock) was cancelled and converted into the right to receive shares of Common Stock, including Earnout Shares (as defined in the Merger Agreement). In the Business Combination, Yousef Abdelfattah received 3,889,418 shares of
Common Stock (including options, as described below) and 302,905 Earnout Shares.
Each Earnout Share will vest and no longer be subject to
forfeiture if, at any time during the period commencing 90 days after the Closing Date and ending on the fifth anniversary of the Closing Date, the volume-weighted average price of the Issuer Common Stock exceeds certain thresholds as discussed
below. One-third of these Earnout Shares will vest if the volume-weighted average price of Issuer Common Stock equals or exceeds $12.00 for any 20 trading days within any 30 trading day period, one-third will vest if the volume-weighted average price of the Issuer Common Stock equals or exceeds $14.00 for any 20 trading days within any 30 trading day period, and
one-third will vest if the volume-weighted average price of the Issuer Common Stock equals or exceeds $16.00 for any 20 trading days within any 30 trading day period. Unvested Earnout Shares entitle the holder
to voting rights over such shares.
At the effective time of the Merger (the Effective Time), each stock option
outstanding under Legacy FaZes existing incentive plans that was outstanding immediately prior to the Effective Time was converted into an option relating to Common Stock on the same terms and conditions as were applicable to such stock option
immediately prior to the Effective Time (each, a FaZe Stock Option), except that the number of options and exercise price(s) were adjusted per the ratios set forth in the Merger Agreement. In the Merger, Yousef Abdelfattah
received an aggregate of 1,618,984 FaZe Stock Options.