Investor Presentaiton
RISK FACTORS (CONT.)
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In light of the SEC's Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special
Purpose Acquisition Companies issued on April 12, 2021 (the "Statement"), the SPAC concluded that its warrants
should be accounted for as a liability (rather than as equity) and, as a result, determined it was appropriate to
restate its previously issued audited balance sheet as of February 23, 2021. Relatedly, SPAC also assessed the
adequacy of its internal controls over financial reporting and disclosure controls and procedures and following
such process, the SPAC identified a material weakness in its internal controls over financial reporting.
The SPAC and, following the Business Combination, FaZe, may face litigation and other risks as a result of any
material weaknesses that may be identified in SPAC's internal control over financial reporting.
There has been increase scrutiny and litigation of SPACS and their business combinations, and the Company and
business combination could be subject to litigation, which could be expensive and time-consuming.
Post Business Combination, FaZe may invest or spend the proceeds of the Business Combination and Private
Placement in ways with which the investors may not agree or in ways which may not yield a return.
Each of SPAC and FaZe have incurred and will incur substantial costs in connection with the Business
Combination, Private Placement and related transactions, such as legal, accounting, consulting, and financial
advisory fees, which will be paid out of the proceeds of the Business Combination and the Private Placement.
The ability of SPAC's public stockholders to exercise redemption rights with respect to a large number of shares
could deplete SPAC's trust account prior to the Business Combination and thereby diminish the amount of working
capital of the combined company.
Uncertainty about the effect of the Business Combination may affect FaZe's ability to retain key employees and
integrate management structures and may materially impact the management, strategy, and results of its operation
as a combined company.
Neither the SPAC board of directors nor any committee thereof obtained a third-party valuation in determining
whether or not to pursue the Business Combination.
SPAC is an emerging growth company within the meaning of the Securities Act of 1933, as amended, subject to
reduced disclosure requirements, and there is a risk that availing itself of such reduced disclosure requirements
will make its common stock less attractive to investors.
The consummation of the Business Combination is subject to a number of conditions and if those conditions are
not satisfied or waived, the Business Combination agreement may be terminated in accordance with its terms and
the Business Combination may not be completed.
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Following the Business Combination, anti-takeover provisions contained in FaZe's restated certificate of
incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover
attempt.
Claims for indemnification by FaZe's directors and officers may reduce FaZe's available funds to satisfy
successful third-party claims against FaZe and may reduce the amount of money available to FaZe.
FaZe's certificate of incorporation and bylaws currently provide, and following the Business Combination, FaZe's
restated certificate of incorporation and amended and restated bylaws will provide, for an exclusive forum in the
Court of Chancery of the State of Delaware for certain disputes between FaZe and its stockholders, and that the
federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting
a cause of action under the Securities Act of 1933, which could limit FaZe's stockholders' ability to obtain what
such stockholders believe to be a favorable judicial forum for disputes with FaZe or FaZe's directors, officers or
other employees.
FaZe will incur significant expenses as a result of being a public company, which could materially adversely affect
FaZe's business, results of operations, and financial condition.
Investment in the Private Placement bears a high degree of risk - you may experience a partial or complete loss of
your investment;
The placement agent in the Private Placement may have potential conflicts of interest which if not handled in
accordance with the SEC rules, including regulation "Best Interest", may impact your investment in the company.
Since the Company's sponsor, officers and directors, most of whom are affiliates of the Placement Agent, will lose
their entire investment in the Company if an initial business combination is not completed, a conflict of interest
may arise in determining whether a particular business combination target is appropriate for an initial business
combination. The Placement Agent has a similar conflict of interest with investors in the Company since, an
underwriter of the initial public offering of the Company, the Placement Agent will not receive a portion of its
underwriter fees if a business combination is not completed by the Company.
Risks Related to FaZe' Securities Following Consummation of the Business Combination
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Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay
or prevent the completion of the Business Combination.
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Changes to the proposed structure of the Business Combination may be required as a result of applicable laws or
regulations.
If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the
market price of FaZe's common stock may decline.
An active trading market for FaZe's shares of common stock may not be available on a consistent basis to provide
stockholders with adequate liquidity. The stock price may be volatile, and stockholders could lose a significant
part of their investment.
There can be no assurance that the common stock issued in connection with the Business Combination will be
approved for listing on Nasdaq following the closing, or that we will be able to comply with the continued listing
standards of Nasdaq.
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FaZe has broad discretion in how it uses the net proceeds from the Business Combination and FaZe may not use
them effectively.View entire presentation