FaZe SPAC Presentation Deck
Risks Related to FaZe's Legal Proceedings and Regulatory Matters
We are involved in, and in the future may become involved, in claims, suits ,government investigations and other
proceedings arising in the ordinary course of our business. The outcomes of any such current or future legal
proceedings could have a negative impact on our business.
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RISK FACTORS (CONT.)
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The Company regularly becomes aware of infringement by third parties with respect to its intellectual property;
identifying and defending the Company's rights against infringements is costly. We could become involved in
future legal disputes involving our intellectual property claims or other disputes that are expensive to support, and
if resolved adversely to us, could harm our business, revenue and financial results.
Failure to comply with governmental laws and regulations could harm our business.
Our insurance may not provide adequate levels of coverage against claims.
Changes in regulations applicable to our business, including the Internet, may impair the profitability of our
business.
Our operations outside the United States may be adversely affected by the operation of laws and regulations in
those jurisdictions.
Existing and future laws that permit skill-based gaming may be accompanied in the future by regulatory and/or
licensing requirements, which could have an adverse effect on our business, financial condition, results of
operations, growth prospects and reputation.
Our business, products, and distribution, as well as the services of third-parties upon which we rely, are subject to
increasing regulation in certain key territories around the world. If we or they do not successfully respond and
adapt to these regulations, our business could be negatively impacted.
Risks Related to FaZe's Tax, Financial and Accounting Matters
As a public reporting company, FaZe will be subject to rules and regulations established by the SEC and Nasdaq
regarding FaZe's internal control over financial reporting. FaZe may not complete needed improvements to its
internal control over financial reporting in a timely manner, or these internal controls may not be determined to be
effective, which may adversely affect investor confidence in FaZe's company and, as a result, the value of FaZe's
stock and your investment.
The failure to successfully implement and maintain accounting systems could materially adversely impact FaZe's
business, results of operations, and financial condition.
The laws and regulations concerning data privacy are continually evolving. Failure to comply with these laws and
regulations could harm our business.
Labor disputes may disrupt our operations and adversely affect our business, financial condition and results of
operations.
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Following the Business Combination, FaZe's failure to timely and effectively implement controls and procedures
required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination
is consummated could have a material adverse effect on its business.
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Changes in tax laws may adversely affect FaZe, and the Internal Revenue Service or a court may disagree with tax
positions taken by FaZe.
The interpretation and application of new United States tax legislation or other changes in United States or non-
U.S. taxation of our operations could harm our business, revenue and financial results.
Our financial results may be adversely affected by changes in accounting principles generally accepted in the
United States.
If our judgments or estimates relating to our critical accounting policies are based on assumptions that change or
prove to be incorrect, our results of operations could fall below expectations of securities analysts and investors,
resulting in a decline in our stock price.
Risks Related to SPAC and the Business Combination
Directors of SPAC have potential conflicts of interest in recommending that its stockholders vote in favor of
approval of the Business Combination.
The Placement Agent and its affiliates (the "Group") are engaged in a wide range of financial services and
businesses (including investment management, financing, securities trading, corporate and investment banking and
research) and there may be situations where parts of a Group and/or their clients either now have or may in the
future have interests, or take actions, that may conflict with the Company's interests. For example, the Group has
in the past and may, in the ordinary course of business, engage in trading in financial products or undertake other
investments for their own account or on behalf of other clients, including, but not limited to, trading in or holding
long, short or derivative positions in securities, loans or other financial products of the Company, or other entities
connected with a transaction. The Placement Agent was an underwriter of the initial public offering of the
Company and has several relationships wit the Company, including: Daniel Shribman is the Company's Chief
Executive Officer and the Company's Chief Financial Officer and the President of B. Riley Principal Investments,
LLC and Chief Investment Officer of B. Riley Financial, affiliates of the Placement Agent.
SPAC's initial stockholders, officers and directors may agree to vote in favor of the Business Combination,
regardless of how its public stockholders vote.
The SPAC's sponsors, directors, officers, advisors, and their affiliates may enter into certain transactions,
including purchasing shares or warrants from public stockholders, which may influence a vote on the Business
Combination and reduce the public "float" of its securities.View entire presentation