ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On
March 30, 2023, FaZe Holdings Inc. issued a press release and a shareholder letter announcing its financial results for the fiscal quarter
and full year ended December 31, 2022. The full text of the press release issued in connection with the announcement is furnished as
Exhibit 99.1 and the shareholder letter as Exhibit 99.2 to this Current Report on Form 8-K. In addition, the transcript of the Company’s earnings webcast and conference call held on March 30, 2023
is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
The
information in this Item 2.02 and Exhibits 99.1, 99.2 and 99.3 of this Current Report on Form 8-K shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a
filing.
Forward-Looking Statements
The information contained in the transcript of the Company’s
earnings webcast and conference call held on March 30, 2023 (the “Transcript”), includes “forward-looking statements”
pursuant to the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements,
other than statements of present or historical fact included in the Transcript, regarding the Company’s strategy, future operations
and financial performance, estimated financial position, estimated revenue and losses, projections of market opportunity and market share,
projected costs, prospects, plans and objectives of management are forward-looking statements. These forward-looking statements generally
are identified by the words “budget,” “could,” “forecast,” “future,” “might,”
“outlook,” “plan,” “possible,” “potential,” “predict,” “project,”
“seem,” “seek,” “strive,” “would,” “should,” “may,” “believe,”
“intend,” “expect,” “will,” “continue,” “increase,” and/or similar expressions
that concern strategy, plans or intentions, but the absence of these words does not mean that a statement is not forward-looking. Such
statements are based on management’s belief or interpretation of information currently available. These forward-looking statements
are based on various assumptions, whether or not identified herein, and on the current expectations of management and are not predictions
of actual performance. Because forward-looking statements are predictions, projections and other statements about future events that are
based on current expectations and assumptions, whether or not identified in the Transcript, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict. Many factors could cause actual results and conditions (financial or
otherwise) to differ materially from those indicated in the forward-looking statements, including but not limited to: the sufficiency
of our cash, cash equivalents and investments to meet our liquidity needs; litigation and regulatory proceedings relating to our business,
including the ability to adequately protect our intellectual property rights; our limited operating history and uncertain future prospects
and rate of growth due to our limited operating history; our ability to continue to monetize our platform; our ability to grow market
share in our existing markets or any new markets we may enter; our ability to maintain and grow the strength of our brand reputation;
our ability to manage our growth effectively; our ability to retain existing and attract new Esports professionals, content creators and
influencers; our success in retaining or recruiting, or changes required in, our officers, directors and other key employees or independent
contractors; our ability to maintain and strengthen our community of brand partners, engaged consumers, content creators, influencers
and Esports professionals, and the success of our strategic relationships with these and other third parties; risks related to data security
and privacy, including the risk of cyber-attacks or other security incidents; our ability to secure future financing, if needed, and our
ability to repay any future indebtedness when due; the impact of the regulatory environment in our industry and complexities with compliance
related to such environment, including our ability to comply with complex regulatory requirements; our ability to maintain an effective
system of internal controls over financial reporting; our ability to respond to general economic conditions, including market interest
rates; and other risks identified in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December
31, 2022 and our other filings with the SEC.
These forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.
Many actual events and circumstances are beyond the control of the Company. Forward-looking statements speak only as of the date they
are made. While FaZe may elect to update these forward-looking statements at some point in the future, FaZe specifically disclaims any
obligation to do so. These forward-looking statements should not be relied upon as representing FaZe’s assessments as of any date
subsequent to the date of the Transcript. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Use of Non-GAAP Financial Measures
The Transcript includes reference to Adjusted EBITDA, a non-GAAP financial
measure. Additional information regarding this measure, including a reconciliation of this measure to net loss, its most directly comparable
GAAP measure, is contained in the Letter to Shareholders, furnished as Exhibit 99.2.