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Prospectus Supplement No. 2 |
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Filed Pursuant to Rule 424(b)(3) |
(to Prospectus dated October 3, 2022) |
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Registration No. 333-266435 |
FaZe Holdings Inc.
Up to 5,923,333 Shares of Common Stock (for issuance)
Up to 64,035,579 Shares of Common Stock (for resale)
Up to 173,333 Warrants to Purchase Shares of Common Stock (for resale)
This prospectus supplement relates to the prospectus, dated October 3, 2022 (as amended and supplemented, the Prospectus), related to
the issuance by us of up to 5,923,333 shares of common stock, par value $0.0001 (Common Stock), of FaZe Holdings Inc., a Delaware corporation ( FaZe), consisting of (i) shares of Common Stock issuable upon the exercise
of the Private Placement Warrants (as defined in the Prospectus) that were issued upon the separation of the Private Placement Units (as defined in the Prospectus) that were issued in a private placement simultaneous with the IPO (as defined in the
Prospectus) and (ii) shares of Common Stock issuable upon the exercise of the Public Warrants (as defined in the Prospectus) that were issued to stockholders as part of the units issued in the IPO. The Prospectus also relates to the resale by
certain Selling Holders (as defined in the Prospectus) of: (1) up to 64,035,579 shares of Common Stock, consisting of (i) 40,512,679 shares of Common Stock issued to pre-Business Combination (as defined
in the Prospectus) securityholders of Legacy FaZe (as defined in the Prospectus) in connection with the Business Combination, (ii) 520,000 shares of Common Stock issued upon the separation of the Private Placement Units that were issued in a private
placement simultaneous with the IPO, (iii) 10,000,000 shares of Common Stock issued in the PIPE Investment (as defined in the Prospectus), (iv) 4,312,500 shares of Common Stock converted from the Founder Shares (as defined in the Prospectus), (v)
8,517,067 shares of Common Stock issuable upon the exercise of those Legacy FaZe Options (as defined in the Prospectus) that converted into FaZe stock options in connection with the Business Combination and (vi) 173,333 shares of Common Stock that
may be issued upon exercise of the 173,333 Private Placement Warrants; and (2) up to 173,333 Private Placement Warrants.
This prospectus supplement
is being filed to update and supplement the information contained in the Prospectus with the information from our Current Report on Form 8-K, which was filed with the Securities and Exchange Commission (the
SEC) on November 14, 2022 (the Current Report). Accordingly, we have attached the Current Report to this prospectus supplement.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except
in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this
prospectus supplement, you should rely on the information in this prospectus supplement.
Our Common Stock and Warrants are traded on the Nasdaq Capital
Market (Nasdaq) under the symbols FAZE and FAZEW, respectively. On November 14, 2022, the closing price of our Common Stock on Nasdaq was $2.79 per share and the closing price of our Warrants on Nasdaq was
$0.18 per Warrant.
Investing in our securities involves risks. See Risk Factors beginning on page 9 of the Prospectus and in any applicable prospectus supplement.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the
Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this
prospectus supplement is November 15, 2022.