Explanatory Note
This Amendment No. 1 to Schedule 13D amends and restates the statement on Schedule 13D filed on behalf of Yousef Abdelfattah (the Reporting
Person) with the Securities and Exchange Commission on July 29, 2022 (the Original Schedule 13D, and as amended, the Schedule 13D) with respect to the shares of Common Stock (as defined below) of
the Company (as defined below).
The Reporting Persons EDGAR filing codes were not received at the time the Schedule 13D was filed. As a result, the
Issuers EDGAR filing codes were used to file the Original Schedule 13D, showing the Issuer as the reporting person. This Amendment No. 1 to Schedule 13D is filed with the Reporting Persons EDGAR codes and to revise the total number
of shares of Common Stock received in Item 3 from 3,889,418 to 3,889,419. The Original Schedule 13D is hereby amended and restated in its entirety as follows:
Item 1. Security and Issuer.
This statement on
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 3,889,419 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