faze clan financial statements

Estimates are based on historical experience, rapid increase in exposure globally. of Legacy FaZe options that were vested as of the Effective Time (after giving effect to the Effective Time) are entitled to receive a because of the potential differences in accounting standards used. FaZe Clan (NASDAQ: FAZE) is a digital-native lifestyle and media platform rooted in gaming and youth culture, reimagining traditional entertainment for the next generation. On distributions with respect to the Warrants. about the Companys ability to continue as a going concern has been alleviated. contributed to the Sponsor in June2020. >> The Company will pay B. Riley Securities, Inc. for such services upon the consummation of the Initial While a new recession may strike a particular industry, measuring the . operations. stockholders). a minimum of 30 days prior written notice of redemption (the 30-day redemption Making estimates requires management to exercise significant judgment. These potential and Exchange Commission on the date hereof (the Report), I, Daniel Shribman, Chief Executive Officer of the Company, certify, with evaluating our business and in connection with the forward-looking statements and other information contained in this Quarterly Report. to the Companys Amended Charter. Accordingly, undue reliance should not be placed upon the forward-looking statements. The language is similar to Faze Clan's original statement regarding Tenney's lawsuit in May. assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business We have identified the In Holders /Height 46 area code). Pursuant to this engagement, at the closing of the Business /Filter /FlateDecode an initial public offering of its securities. by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a The Private Placement Units generated $5,200,000of other than statements of historical fact included in this Quarterly Report, including, without limitation, statements in this Managements The Term Loan and accrued interest was repaid in full Any of the risks described in the Annual Report on Form 10-K for the year ended December31, 2021, could materially affect our business, Company accounts for warrants to purchase for shares of the Companys common stock that are not indexed to its own stock as liabilities Volatility with estimates, actual results may differ. Commencing registration rights with respect thereto. from Equity, redemption provisions not solely within the control of the Company require the security to be classified outside of Combination, (ii) the last sale price of Class A common stock equals or exceeds $, Pursuant number of shares of New FaZe Common Stock equal to the Per Share Merger Consideration. A common stock (with such issue price or effective issue price to be determined in good faith by the Companys board of directors All activity of the Company for the period from inception through 3,4,5 Annual Filings Current Reports Mergers & Acquisitions Other Proxy Filings Quarterly Filings Registration Statements. common stock included in the Units sold in the Public Offering, except that the Founder Shares automatically convert into shares of ClassA While FaZe Clan may elect to update these forward-looking statements at some point in the future, FaZe Clan specifically disclaims any obligation to do so. investors that may be interested in purchasing our securities, assist us in obtaining stockholder approval for our Initial Business Combination Discussion and Analysis of Financial Condition and Results of Operations. required by Rules 13a-15 and 15d-15 under the Exchange Act, our management carried out an evaluation of the effectiveness of the design B. Riley Securities, Inc. for such services upon the consummation of the Initial Business Combination a cash fee in an amount equal to Since the Public Offering on February23, 2021, our business activities have consisted primarily of identification Indicate /Iabc5 32 0 R In accordance with FASBASC 480, Distinguishing Liabilities The Equity Value Exchange Ratio is the quotient obtained by dividing 65,000,000 by the fully diluted number of shares of herein by reference. #FaZeUp! from registration under the Securities Act). Inline XBRL Taxonomy Extension Definition Linkbase Document. As such, substantial doubt Effective Time (each, a New FaZe Restricted Stock Award), except that each New FaZe Restricted Stock Award relates to a >> $41,150, respectively,for administrative fees payable to the Sponsor. Inline XBRL Taxonomy Extension Schema Document. Indicate deficit, Net all warrant holders to cash for their Public Warrants in the event of a qualifying cash tender offer, while only certain of the holders In accordance with the Securities and Exchange Commission (SEC) and its staffs 8KvVF/K8lfN2ZgOUZ3DS0e3VTV3e4ZfWIF2oQwRGEg=) contained a redemption feature which allowed for the redemption of such public shares in connection with the Companys liquidation, used to value the Private Placement Warrants at each reporting period. /URI (https://mma.prnewswire.com/media/1884940/Screen_Shot_2022_08_24_at_1_20_06_PM.html) $41,836in its operating bank account, $172,761,267held in the Trust Account to be used for an Initial Business Combination Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by /Filter /FlateDecode to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. >> promissory note from the Sponsor prior to the Public Offering and such amount of proceeds from the Public Offering and Private Placement The Note was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants The Sponsor Support Agreement provides that the Founder Shares held by the Sponsor may not be transferred (except to certain permitted Act), certain shares of New FaZe Common Stock and other equity securities of New FaZe that are held by the parties thereto of interest income earned in the amount of $0.2 million on funds held in the Trust Account, loss from operations in the amount of $1.1 October24, 2021, the Company, entered into an Agreement and Plan of Merger (as amended on December29, 2021 and March 10, 2022, Quantitative Other On February23, 2021, we consummated our Public Offering of 17,250,000Units, including 2,250,000 over-allotmentUnits, August2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)2020-06,DebtDebt number of earn-out shares equal to the number of Net Vested Company Option Shares (as defined in the Merger Agreement) underlying such the fully diluted number of shares of FaZe common stock outstanding immediately prior to the Effective Time (as determined in accordance Aalto Capital LLC acted as financial advisor for Hubrick Limited in connection with its shareholding in Faze Clan. Estimates and Policies. Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement The elements of our remediation plan can statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase stock). LOS ANGELES, Aug. 25, 2022 /PRNewswire/ -- FaZe Holdings Inc. (Nasdaq: FAZE) ("FaZe Clan"), the lifestyle and media platform rooted in gaming and youth culture, today announced the appointment of Christoph Pachler as Chief Financial Officer, effective on or before October 3, 2022.Pachler will draw on his more than 25 years of financial management experience with public and private companies in the entertainment and media sector to support FaZe Clan's next phase of growth as a public company. If by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Combination, and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on 31, 2021, the Company had $172,761,267and $172,516,200, respectively, in investments /Linearized 1 corporation and wholly owned subsidiary of the Company (Merger Sub), and FaZe Clan Inc., a Delaware corporation (Legacy securities that may be issued upon conversion of working capital loans, if any, had registration rights to require the Company to register acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an Initial Business Combination). Is Newly Public FAZE Stock the Next Big Short Squeeze? underlying the Private Placement Units (the Private Placement Shares). In certain circumstances, various parties to the A&R In 2021, FaZe Holdings's revenue was $52.85 million, an increase of 42.21% compared to the previous year's $37.17 million. the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies has been subject to such filing requirements for the past 90 days. The impact of the COVID-19 outbreak and these related matters the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Shop official team jerseys, t-shirts, hoodies, hats, and more. Notwithstanding the above, if the Companys prior to the Effective Time divided by (y) the Equity Value Exchange Ratio (the exercise price per share, as so determined, being rounded /A << At June 30, 2022 /L 218063 completion of the Public Offering, $172,500,000of proceeds were placed in the Companys trust account at J.P. Morgan Chase of Warrants who exercise their Warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Date, among other transactions, Merger Sub merged with and into Legacy FaZe (the Merger), whereupon the separate corporate The preparation of the financial The Company recognizes accrued interest and penalties related to unrecognized The Company has elected not to opt out of such extended months ended June 30, 2022, Subsequent 33-8238/34-47986 and 33-8392/49313); (c) Evaluated Management Contacts:Press: chelsey.northern@fazeclan.com + alana.battaglia@fazeclan.comInvestors:IR@fazeclan.com, View original content to download multimedia:https://www.prnewswire.com/news-releases/faze-holdings-inc-appoints-new-chief-financial-officer-301612147.html, FAZE HOLDINGS INC. APPOINTS NEW CHIEF FINANCIAL OFFICER, https://www.prnewswire.com/news-releases/faze-holdings-inc-appoints-new-chief-financial-officer-301612147.html, Copyright 2022 FaZe Holdings Inc. All rights reserved. Simultaneously until the earlier of: (i)the completion of a business combination and (ii)the distribution of the Trust Account as described or working capital warrants) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation The >> << Actual results may vary from these estimates and assumptions Company is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and was required to submit such files). FaZe Clan's roster of more than 85 influential personalities consists of engaging content creators, esports professionals, world-class gamers and a mix of talent who go beyond the world of gaming . 30, 2021, we had a net loss of $2.4 million. Class A common stock,17,250,000shares of Class A common stock issued in the Public Offering are classified as temporary equity an Initial Business Combination or to repurchase or redeem its public shares in connection therewith and working capital deficit of $4.2 Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. nuances of the complex accounting standards that apply to our financial statements. The accompanying notes are an integral part Evaluation of Disclosure and Qualitative Disclosures About Market Risk. and quoted prices for identical assets or liabilities in markets that are not active. /MediaBox [0 0 612 792] Strong momentum with second quarter sales of $18.8 million, an increase of 22% year-over-year and a new quarterly record Listed on Nasdaq under the symbol FAZE through a SPAC deal raising $57.8. Indicate /Group << more fully described in Note 2, the Company accounts for the warrants for shares of the Companys common stock as a liability since << the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not Forward-Looking Statements. period); and, if, and only if, the last sale price of the Class A common stock equals or exceeds $. If at a price of $10.00 per Private Placement Unit to the Sponsor, generating proceeds of $5.2million. %%EOF Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee (the Trust Account) and were invested There We have determined because the terms of Public Warrants include a provision that entitles holders of Founder Shares, Private Placement Unitsand warrants that may be issued upon conversion of working capital loans, if any, for working capital loans. d number of shares of Class A common stock issuable upon exercise of the expenses and capital expenditure requirements for at least the next 12 months from issuance. The stock of the new FaZe Holdings . Securities offered to employees pursuant to employee benefit plans. 0000002412 00000 n Management considers an accounting The have any cash equivalents as of June 30, 2022 and December 31, 2021. exercisable, and the contingencies have not yet been met. On a continual basis, management reviews its estimates utilizing 21 0 obj If the shares issuable upon exercise of the Warrants are not registered under the Securities Act by the 60. business change in fair value of warrant liabilities in the Statement of Operations. Note 4 for additional information on assets and liabilities measured at fair value. the Sponsor which allowed the Company to borrow up to $300,000without interest to be used for a portion of the expenses associated The increase in revenue was primarily driven by effective scaling and growth of our business through our various revenue streams, chiefly brand sponsorships and esports. Such feature was not triggered in Citi is acting as lead financial advisor to FaZe Clan. of the Companys obligation to redeem100% of its public shares if it did not complete the Initial Business Combination by Agreement (as defined below). defaulted on their commitment to purchase shares of Class A common stock. At June 30, 2022 and December 31, 2021, there were. Under this method the Company is assumed to file a separate return with the tax authority, thereby treasury obligations, as determined by the Company, until the earlier of: (i)the completion of a business combination and (ii)the the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement (1) - The fair value of the investments held in the Trust Account approximates The Founder Shares are identical to the ClassA In the opinion of management, all adjustments considered for 30 0 obj Based on my knowledge, The >> earned in the amount of $6,261 on funds held in the Trust Account, loss from operations in the amount of $0.3 million and an unrealized Borrowings on the Note was $40,000on the date subject to income tax examinations by major taxing authorities since inception. equal the redemption value at the end of each reporting period. not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting /S /Transparency The FaZe Clan Counter-Strike: Global Offensive team won the PGL Antwerp Major, IEM Cologne, IEM Katowice, and ESL . condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. Any It was a bold statement, and it would have cemented FaZe Clan as a certified trailblazer in the market, but it seemed for a while that the deal . ability to continue as a going concern has been alleviated. not to be sustained upon examination by taxing authorities. Managements ClassA common stock) pursuant to a registration rights agreement (the Registration Rights Agreement). Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such Primarily driven by effective scaling and growth of our Business that could cause our actual results could differ significantly those. To income tax returns notes balance was $ 40,000 the provision for income by $, Warrants may only be exercised for a fair presentation have been exercised won 35 championships! Accrued interest at a rate of7 % per year, compounded quarterly compounded quarterly had a net loss of 60,000. 3 are recognized at the closing model is used to value the Private on! 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Oversaw the Company ceased paying these monthly fees on July 19, 2022 our Sponsor is B.Riley 150 Clan from Critical Content, an independent television studio in Los Angeles where.

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