Filed Pursuant to Rule 424(b)(3)
Registration No. 333-267756
Prospectus Supplement No. 1 to Reoffer Prospectus
of
FAZE HOLDINGS INC.
Additional 841,667 Shares of Common Stock Offered by Selling Stockholders
This Prospectus Supplement, dated December 9, 2022 (this Supplement), supplements the reoffer prospectus included in the
Registration Statement on Form S-8 filed by FaZe Holdings Inc., a Delaware corporation (the Company), with the Securities and Exchange Commission (the SEC) on October 6, 2022 (the
Reoffer Prospectus) to reflect 841,667 additional shares (the Additional Shares) of Common Stock, par value $0.0001 per share (the Common Stock), of the Company that may be offered and sold from time to time by
certain of our executive officers and directors (the Additional Selling Stockholders) who are considered an affiliate of the Company (as defined in Rule 405 under the Securities Act of 1933, as amended (the Securities
Act)) and who have acquired, or will acquire such shares, as a result of grants made to the Additional Selling Stockholders under the FaZe Holdings Inc. 2022 Omnibus Incentive Plan. The Reoffer Prospectus, as updated by this Supplement,
relates to the resale of up to an aggregate of 11,000,959 shares of Common Stock by the Additional Selling Stockholders and certain other employees of the Company whom may be considered affiliates of the Company (collectively, the
Selling Stockholders).
You should read this Supplement in conjunction with the Reoffer Prospectus. This Supplement is
qualified by reference to the Reoffer Prospectus and the information contained therein, including by incorporation by reference, except to the extent the information in this Supplement supersedes the information contained in the Reoffer Prospectus.
The Common Stock is currently listed on the Nasdaq Capital Market and trades under the symbol FAZE. On December 8, 2022,
the last reported sales price of the Common Stock on The Nasdaq Capital Market was $2.01 per share.
The shares of Common Stock
offered by the Reoffer Prospectus, as supplemented by this Supplement, may be sold from time to time directly by or on behalf of each Selling Stockholder, and in connection with their sales, a Selling Stockholder and any participating broker or
dealer may be deemed to be underwriters within the meaning of the Securities Act, all as further set forth in Plan of Distribution in the Reoffer Prospectus.
INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE RISK FACTORS SECTION BEGINNING ON PAGE 7 OF THE REOFFER
PROSPECTUS, AND SUCH RISKS AND THE CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ON PAGE 4 OF THE REOFFER PROSPECTUS SHOULD BE REVIEWED CAREFULLY.
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Reoffer Prospectus
or this Supplement or determined if the Reoffer Prospectus or this Supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The information set forth under the caption Selling Stockholders in the Reoffer Prospectus is amended and supplemented as set
forth below. Terms not otherwise defined herein shall have the respective meanings set forth in the Reoffer Prospectus.
The date of
this Prospectus Supplement is December 9, 2022