false 0001839360 0001839360 2023-02-16 2023-02-16 0001839360 faze:CommonStockParValue0.0001PerShare2Member 2023-02-16 2023-02-16 0001839360 faze:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStock1Member 2023-02-16 2023-02-16

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 16, 2023

 

 

FAZE HOLDINGS INC.

(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

  90038
(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 2.02

Results of Operations and Financial Condition.

The preliminary financial data for the fiscal year ended December 31, 2022 set forth under Item 8.01 below is incorporated into this Item 2.02 by reference.

 

Item 8.01

Other Events.

On February 16, 2023, Faze Holdings Inc. (the “Company”) announced to its employees a reorganizational plan to streamline its team structure in support of its business priorities. A copy of a written communication delivered to the Company’s employees in connection with such announcement is set forth as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein (the “Employee Communication”).

The Employee Communication includes preliminary financial data for the fiscal year ended December 31, 2022. The preparation of consolidated financial statements for the Company for the year ended December 31, 2022 is not yet complete. Management believes the preliminary results of operations are reasonable under the circumstances and reflect management’s estimates based solely upon information available as of the date of the Employee Communication.

Cautionary Statement Regarding Forward-Looking Statements

Actual results could differ materially from these estimates because of final adjustments, the completion of our financial review and closing procedures, and other developments after the date of Employee Communication. Important factors that could cause actual results to differ from our preliminary estimates are set forth below.

The preliminary financial data included in Employee Communication has been prepared by, and is the responsibility of, the Company’s management. Marcum LLP has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, Marcum LLP does not express an opinion or any other form of assurance with respect thereto.


The information in this report, and in the Employee Communication incorporated by reference herein, 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 this report, or the Employee Communications incorporated by reference herein, regarding the Company’s strategy, future operations and financial performance, estimated revenue, including whether the Company’s actual financial results for the year ended December 31, 2022 will differ materially from the unaudited preliminary results reported included herein or therein, projections of market opportunity, 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,” “expects,” “will,” “projected,” “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 made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on the 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 this report, or the Employee Communication incorporated by reference herein, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Many factors could cause actual results and condition (financial or otherwise) to differ materially from those indicated in the forward-looking statements. For a more detailed discussion of such factors, see Item 1A, “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 and the Company’s other filings with the Securities and Exchange Commission. 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 the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit
No.

  

Description

99.1    Communication to Employees, dated February 16, 2023.
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document).


SIGNATURES

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.

 

    FAZE HOLDINGS INC.
Date: February 16, 2023     By:  

/s/ Lee Trink

    Name:   Lee Trink
    Title:   Chief Executive Officer
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