Filing Details

Accession Number:
0001213900-22-044784
Form Type:
13G Filing
Publication Date:
2022-08-03 20:00:00
Filed By:
Treschow Michael Stang
Company:
Faze Holdings Inc.
Filing Date:
2022-08-04
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Michael Stang Treschow 0 4,998,577 0 4,631,501 4,998,577 6.9%
TF US 0 4,998,577 0 4,631,501 4,998,577 6.9%
Filing
 

 

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

 

  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).