SEC Form SC 13G filed by B. Riley Principal 150 Merger Corp.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
FaZe Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
31423J102
(CUSIP Number)
July 19, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 31423J 102 | Schedule 13G | Page 2 of 7 Pages |
CUSIP No. 31423J 102
| 1. |
Name of Reporting Persons.
Michael Stang Treschow | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |
| 3. |
SEC Use Only
| |
| 4. |
Citizenship or Place of Organization
Norway |
|
Number of Shares Beneficially Owned by Each Reporting Persons With
|
5. |
Sole Voting Power
0 | ||
| 6. |
Shared Voting Power
4,998,577 | |||
| 7. |
Sole Dispositive Power
0 | |||
| 8. |
Shared Dispositive Power
4,631,501 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,998,577 | |
| 10. |
Check Box if the Aggregate Amount in Row (19) Excludes Certain Shares (See Instructions)
☐ | |
| 11. |
Percent of Class Represented by Amount in Row (9)
6.9% | |
| 12. |
Type of Reporting Person:
IN |
| CUSIP No. 31423J 102 | Schedule 13G | Page 3 of 7 Pages |
CUSIP No. 31423J 102
| 1. |
Name of Reporting Persons.
TF US 2 AS | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |
| 3. |
SEC Use Only
| |
| 4. |
Citizenship or Place of Organization
Norway |
|
Number of Shares Beneficially Owned by Each Reporting Persons With
|
5. |
Sole Voting Power
0 | ||
| 6. |
Shared Voting Power
4,998,577 | |||
| 7. |
Sole Dispositive Power
0 | |||
| 8. |
Shared Dispositive Power
4,631,501 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,998,577 | |
| 10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |
| 11. |
Percent of Class Represented by Amount in Row (9)
6.9% | |
| 12. |
Type of Reporting Person:
CO |
| CUSIP No. 31423J 102 | Schedule 13G | Page 4 of 7 Pages |
| Item 1 | |
| (a) | Name of issuer: FaZe Holdings Inc., a Delaware corporation (the “Issuer”) |
| (b) | Address of issuer’s principal executive offices: 720 N. Cahuenga Blvd., Los Angeles, CA 90038 |
| Item 2. | |
| (a) | Name of person filing: Michael Stang Treschow, a Norwegian citizen (“Treschow”) and TF US 2 AS, a Norwegian limited company (“TF US 2 AS”, together with Treschow, the “Reporting Persons”) that is indirectly wholly owned by Treschow. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act, as amended. |
| (b) | Address or principal business office or, if none, residence: The principal business address for each of the Reporting Persons is Sanden 1, 3264 Larvik, 3805 Larvik, Norway. |
| (c) | Citizenship: Treschow is a citizen of Norway. TF US 2 AS is a limited company formed under the laws of Norway. |
| (d) | Title of class of securities: Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.: 31423J 102 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ________________ |
| CUSIP No. 31423J 102 | Schedule 13G | Page 5 of 7 Pages |
| Item 4. | Ownership. The calculations of the percentage of Common Stock beneficially owned by the Reporting Persons are based on 72,506,839 shares of Common Stock outstanding as of July 19, 2022, as reported on a Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 22, 2022 |
| 1. | Reporting Person: Michael Stang Treschow |
| (a) | Amount beneficially owned: 4,998,577 |
| (b) | Percent of class: 6.9% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 | |
| (ii) | Shared power to vote or to direct the vote: 4,998,577 | |
| (iii) | Sole power to dispose or to direct the disposition of: 0 | |
| (iv) | Shared power to dispose or to direct the disposition of: 4,631,501 |
| 2. | Reporting Person: TF US 2 AS |
| (a) | Amount beneficially owned: 4,998,577 |
| (b) | Percent of class: 6.9% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 | |
| (ii) | Shared power to vote or to direct the vote: 4,998,577 | |
| (iii) | Sole power to dispose or to direct the disposition of: 0 | |
| (iv) | Shared power to dispose or to direct the disposition of: 4,631,501 |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐. | |
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
| Not applicable | |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| Not applicable | |
| Item 8 | Identification and Classification of Members of the Group |
| Not applicable. | |
| Item 9 | Notice of Dissolution of Group |
| Not applicable | |
| Item 10 | Certifications |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| CUSIP No. 31423J 102 | Schedule 13G | Page 6 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 4, 2022
| /s/ Michael Stang Treschow | |
| Michael Stang Treschow |
| TF US 2 AS | ||
| By: | /s/ Thor Eika | |
| Name: | Thor Eika | |
| Title: | Chairman | |
| CUSIP No. 31423J 102 | Schedule 13G | Page 7 of 7 Pages |
List of Exhibits
| Exhibit No. | Description | |
| Exhibit 99.1 | Joint Filing Agreement, dated as of August 4, 2022, by and among the Reporting Persons (filed herewith). |