Annual Meeting Adjournment
On June 13, 2023, FaZe Holdings Inc. (the “Company”) called
to order its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, there were present or represented
by proxy a sufficient number of shares of the Company’s common stock to constitute a quorum. The Chairman of the meeting adjourned
the Annual Meeting without opening the polls on the matters that were scheduled to be submitted to a vote of the Company’s stockholders
at the Annual Meeting.
The Annual Meeting was adjourned in order to solicit additional proxies
with respect to the proposals set forth in the definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”)
on May 1, 2023 (the “2023 Proxy Statement”).
The Annual Meeting is adjourned until July 10, 2023 at 11:30 a.m.,
Pacific Time. At that time, the Annual Meeting will be reconvened to vote on the proposals described in the 2023 Proxy Statement.
The Annual Meeting will still be a completely virtual meeting. Stockholders
will be able to attend, vote at, and submit questions during the reconvened Annual Meeting on July 10, 2023 using the same process and
access information that they used in connection with the originally scheduled Annual Meeting, the details of which are set forth in the
2023 Proxy Statement. To be more specific, stockholders will be able to attend, vote at and submit questions during the reconvened Annual
Meeting on July 10, 2023 by visiting www.virtualshareholdermeeting.com/FAZE2023 and entering the 16-digit control number included in their
notice of internet availability of proxy materials, on their proxy card or in the instructions that accompanied their proxy materials.
The Company does not intend to change the record date for the Annual
Meeting. Accordingly, only stockholders of record at the close of business on April 18, 2023 will be entitled to vote at the reconvened
Annual Meeting.
Stockholders of the Company who have previously submitted their proxy
or otherwise voted and who do not want to change their vote do not need to take any action.
Until the Annual Meeting is reconvened on July 10, 2023, the Company
will continue to solicit proxies from its stockholders with respect to the proposals set forth in the 2023 Proxy Statement.
No changes have been made in the proposals to be voted on by the stockholders
at the Annual Meeting. The Company strongly encourages all of its stockholders to read the 2023 Proxy Statement and other proxy materials
relating to the Annual Meeting, which are available free of charge on the SEC’s website at www.sec.gov.
This Current Report on Form 8-K may be deemed to be solicitation material
in respect of the solicitation of proxies from stockholders for the Annual Meeting. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S
STOCKHOLDERS ARE URGED TO READ THE 2023 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN ITS ENTIRETY
BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING.
Recent Developments
As previously disclosed on May 15, 2023, the Company’s Board of Directors (“Board”) is highly engaged in the process
of assessing various options regarding the Company’s capital structure. The Board is continuing to advance this process, which could
result in an equity investment by, or another form of transaction with, a strategic or financial partner. However, there can be no assurance
that any of these options will come to pass, and the Company is not in a position to give a timeline for a decision, if any.
Forward Looking Statements
The information in this communication 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 communication, including statements regarding
the Company’s strategy, future operations, financial performance and capital structure, prospects, plans and objectives of management,
are forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “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 this communication,
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.
