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| LEI | 894500NUPDOV8GTVN566 |
| CIK | 1714562 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GameSquare Holdings, Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| August 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2025 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39389 99-1946435 (State or other jurisdiction of incorporation) (Commissi |
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| August 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| August 15, 2025 |
GameSquare Holdings, Inc. Consolidated Balance Sheets Exhibit 99.1 GameSquare Holdings Reports 2025 Second Quarter Results Profitability targeted for 2025 third quarter Completed divestiture of FaZe Media on April 1, 2025 Treasury management strategy launched on July 1, 2025, backed by crypto pioneers, expected to benefit financial results in the 2025 third quarter and beyond The second half of 2025 positioned for revenue growth, enhanced margins, an |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39389 99-1946435 (State or other jurisdiction of incorporation) (Commissi |
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| August 14, 2025 |
Settlement Agreement and Release dated as of August 11, 2025. Exhibit 10.4 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (hereinafter, this “Agreement”) is made effective as of the last date of execution hereof by the Parties to this Agreement (the “Effective Date”), by and between GameSquare Holdings, Inc., a Delaware corporation (“GSH”) and FaZe Holdings Inc., a Delaware corporation (“FaZe”) (collectively “GameSquare”), on the one |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39389 GAMESQUARE HOLDINGS, |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 4, 2025 |
GameSquare Holdings, Inc. (NASDAQ: GAME) Tear Sheet (at July 31, 2025) Exhibit 99.2 GameSquare Holdings, Inc. (NASDAQ: GAME) Tear Sheet (at July 31, 2025) GameSquare Holdings is a digital media and technology company operating at the intersection of gaming, esports, and Web3. It combines a scaled, fast-growing revenue business with a high-yielding Ethereum (ETH) treasury to deliver value across multiple levers: top-line growth, recurring free cash flow, and capital r |
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| August 4, 2025 |
Exhibit 99.1 GameSquare Approves Stock Buyback Program Funded by Ethereum Yield Proceeds Purchased 2,717 of Ethereum for $10 million, increasing treasury holdings to 15,630.07 ETH Onchain yield strategy with Dialectic commenced August 1, 2025 FRISCO, TEXAS / August 4, 2025 – GameSquare Holdings, Inc. (NASDAQ: GAME) (“GameSquare” or the “Company”) a next-generation media, entertainment, and technol |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2025 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39389 99-1946435 (State or other jurisdiction of incorporation) (Commissio |
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| July 29, 2025 |
Exhibit 3.1 |
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| July 29, 2025 |
Exhibit 10.2 |
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| July 29, 2025 |
Exhibit 10.1 |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39389 99-1946435 (State or other jurisdiction of incorporation) (Commission |
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| July 18, 2025 |
GAMESQUARE HOLDINGS, INC. 46,666,667 shares of Common Stock Filed Pursuant to Rule 424(b)(5) File No. 333-285543 PRELIMINARY PROSPECTUS SUPPLEMENT (to Prospectus dated May 9, 2025) GAMESQUARE HOLDINGS, INC. 46,666,667 shares of Common Stock We are offering 46,666,667 shares of our Common Stock, par value $0.0001 per share (the “Common Stock”), pursuant to this Prospectus Supplement and accompanying Prospectus. Our Common Stock is listed on The Nasdaq Capit |
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| July 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2025 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39389 99-1946435 (State or other jurisdiction of incorporation) (Commission |
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| July 18, 2025 |
Exhibit 1.1 46,666,667 SHARES of Common Stock GAMESQUARE HOLDINGS, INC. UNDERWRITING AGREEMENT July 17, 2025 Lucid Capital Markets, LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto c/o Lucid Capital Markets, LLC 570 Lexington Avenue, 40th Floor New York, New York 10022 Ladies and Gentlemen: The undersigned, GameSquare Holdings, Inc., a company incorporated |
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| July 18, 2025 |
Exhibit 99.2 GameSquare Completes $70 Million Public Offering Company to aggressively advance its treasury strategy Company positioned to become one of the largest public holders of Ethereum FRISCO, TEXAS / ACCESS Newswire / July 17, 2025 / GameSquare Holdings, Inc. (NASDAQ: GAME), (“GameSquare”, or the “Company”), a next-generation media, entertainment, and technology company, today announced the |
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| July 18, 2025 |
GameSquare Holdings, Inc. Announces Proposed Public Offering of Common Stock Exhibit 99.1 GameSquare Holdings, Inc. Announces Proposed Public Offering of Common Stock FRISCO, TX, July 16, 2025 — GameSquare Holdings, Inc. (Nasdaq: GAME) (the “Company” or “GameSquare”) a next-generation media company with roots in gaming and creator entertainment, today announced that it is commencing an underwritten public offering of shares of its common stock (or common stock equivalents) |
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| July 18, 2025 |
Form of Representative Warrant Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 16, 2025 |
Subject to completion, dated July 16, 2025 Filed Pursuant to Rule 424(b)(5) File No. 333-285543 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and not soliciting an offer to buy these securities, in any jurisdiction |
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| July 16, 2025 |
GameSquare Holdings, Inc. Script of Special Investor Call Free Writing Prospectus dated July 16, 2025 Filed pursuant to Rule 433 under the Securities Act of 1933, as amended Registration Statement No. |
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| July 9, 2025 |
Form of Representative’s Warrant Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 9, 2025 |
Exhibit 99.2 GameSquare Announces Pricing of Underwritten Public Offering to Launch Ethereum Treasury Strategy GameSquare’s Board approves $100 million Ethereum treasury authorization to expand the Company’s crypto based treasury management strategy over time Initial investment fuels GameSquare’s strategic alliance with Ryan Zurrer and Dialectic to deploy Ethereum-native yield strategy FRISCO, TEX |
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| July 9, 2025 |
Exhibit 1.1 4,692,866 SHARES of Common Stock and 3,728,188 Warrants of GAMESQUARE HOLDINGS, INC. UNDERWRITING AGREEMENT July 8, 2025 Lucid Capital Markets, LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto c/o Lucid Capital Markets, LLC 570 Lexington Avenue, 40th Floor New York, New York 10022 Ladies and Gentlemen: The undersigned, GameSquare Holdings, Inc., |
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| July 9, 2025 |
Filed Pursuant to Rule 424(b)(5) File No. 333-285543 PROSPECTUS SUPPLEMENT (to Prospectus dated May 9, 2025) GAMESQUARE HOLDINGS, INC. 4,692,866 shares of Common Stock Pre-Funded Warrants to Purchase 3,728,188 shares of Common Stock We are offering 4,692,866 shares of our Common Stock, par value $0.0001 per share (the “Common Stock”), pursuant to this Prospectus Supplement and accompanying Prospec |
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| July 9, 2025 |
Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GAMESQUARE HOLDINGS, inc. Warrant Shares: Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date h |
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| July 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2025 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39389 99-1946435 (State or other jurisdiction of incorporation) (Commission |
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| July 9, 2025 |
GameSquare Holdings, Inc. Announces Proposed Public Offering of Common Stock Exhibit 99.1 GameSquare Holdings, Inc. Announces Proposed Public Offering of Common Stock FRISCO, TX, July 7, 2025 — GameSquare Holdings, Inc. (Nasdaq: GAME) (the “Company” or “GameSquare”) a next-generation media company with roots in gaming and creator entertainment,, today announced that it is commencing an underwritten public offering of shares of its common stock (or common stock equivalents) |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2025 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39389 99-1946435 (State or other jurisdiction of incorporation) (Commission |
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| July 7, 2025 |
Subject to completion, dated July 7, 2025 Filed Pursuant to Rule 424(b)(5) File No. 333-285543 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and not soliciting an offer to buy these securities, in any jurisdiction |
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| June 27, 2025 |
Exhibit 1.1 GAMESQUARE HOLDINGS, INC. Up to $9,250,000 Shares of Common Stock ATM Sales Agreement June 27, 2025 ThinkEquity LLC 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: GameSquare Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with ThinkEquity LLC (the “Agent”), as follows: 1. Issuance and Sale of Shares. The Comp |
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| June 27, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2025 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39389 99-1946435 (State or other jurisdiction of incorporation) (Commission |
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| June 27, 2025 |
Filed Pursuant to Rule 424(b)(5) File No. 333-285543 PROSPECTUS SUPPLEMENT (to Prospectus dated May 9, 2025) Up to $9,250,000 Common Stock GameSquare Holdings, Inc. We have entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Agent”), relating to the offer and sale of shares of our common stock, par value $0.0001 per share (the “Common Stock”). Under thi |
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| June 2, 2025 |
GAMESQUARE HOLDINGS, INC. 6775 Cowboys Way, Ste. 1335 Frisco, Texas (216) 464-6400 CORRESP 1 filename1.htm GAMESQUARE HOLDINGS, INC. 6775 Cowboys Way, Ste. 1335 Frisco, Texas (216) 464-6400 June 2, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: GameSquare Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-3 File No. 333-285543 Request for Acceleration Ladies and Gentlemen: Pursuant t |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39389 GAMESQUARE HOLDINGS |
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| May 9, 2025 |
As filed with the Securities and Exchange Commission on May 9, 2025 As filed with the Securities and Exchange Commission on May 9, 2025 Registration No. |
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| May 9, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table Form S-3 (Form Type) GameSquare Holdings, Inc. |
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| May 9, 2025 |
Exhibit 4.1 GAMESQUARE HOLDINGS, INC. INDENTURE Dated as of [] , 20[] [], As Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 6 1.1 Definitions 6 1.2 Other Definitions 8 1.3 Incorporation by Reference of Trust Indenture Act 9 1.4 Rules of Construction 9 ARTICLE II THE SECURITIES 9 2.1 Issuable in Series 9 2.2 Establishment of Terms of Series of Securities 9 2.3 E |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39389 GAMESQUARE HOLDINGS, INC. (E |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2025 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or Other Jurisdiction of Incorporation) (Commissio |
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| April 22, 2025 |
Stipulation and Agreement of Settlement, Compromise and Release dated as of February 13, 2025. Exhibit 99.1 |
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| April 22, 2025 |
Exhibit 99.2 |
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| April 15, 2025 |
Subsidiaries of GameSquare Holdings, Inc. Exhibit 21 List of Subsidiaries As of April 15, 2025, the following is a list of the subsidiaries of GameSquare Holdings, Inc. |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39389 GAMESQUARE HOLDINGS, INC. (Exact name of registr |
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| April 15, 2025 |
GameSquare Holdings, Inc. Insider Trading Policy. Exhibit 19 GAMESQUARE HOLDINGS, INC. Disclosure, Securities Trading and Confidentiality Policy Disclosure, Securities Trading and Confidentiality Policy Table of Contents NOTICE 3 1. INTRODUCTION 4 2. DISCLOSURE AND SECURITIES TRADING OVERSIGHT COMMITTEE 4 3. DISCLOSURE MATTERS 4 4. DESIGNATED SPOKESPERSONS 6 5. NEWS RELEASES 6 6. CONFERENCE CALLS 6 7. RUMOURS 7 8. CONTACTS WITH ANALYSTS, INVESTOR |
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| April 15, 2025 |
Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 GameSquare Holdings, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, par value $0.0001 per share (“Common Stock”). The following is a summary of the mat |
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| April 8, 2025 |
Exhibit 99.1 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this “Agreement”) dated as of April 1, 2025, is made by and among GameSquare Holdings, Inc., a Delaware corporation (“GameSquare”), FaZe Media Holdings, LLC, a Delaware limited liability company (“GameSquare SPV” together with GameSquare, the “GameSquare Parties” and each a “GameSquare Party”) and Gigamoon Media, LLC, a Delaware limited liab |
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| April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2025 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 31, 2025 |
Exhibit 99.1 GameSquare Accelerates Growth of Gaming and Esports Experiences Business and Divests Remaining Stake of FaZe Media ● GameSquare expands strategic focus by bringing top gaming related events to the U.S. and adds new $2 million credit facility from Jones Family to support rapidly growing experiences business ● GameSquare divests remaining 25.5% stake in FaZe Media to Gigamoon Media and |
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| March 31, 2025 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 MASTER PROMISSORY NOTE $2,000,000 March 25, 2025 FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, GameSquare Holdings, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of Blue & Silver Ventures, Ltd. or its assigns (the “Lender,” and together with the Borrower, the “Parties”), at its On |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or Other Jurisdiction of Incorporation) (Commissio |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR |
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| March 31, 2025 |
Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of March 25, 2025 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among GameSquare Holdings, Inc., a Delaware corporation (the “Grantor”), in favor of Blue & Silver Ventures, Ltd. and its affiliates (the “Secured Party”). WHEREAS, on the date |
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| March 14, 2025 |
Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 12, 2025 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or other Jurisdiction of Incorporation) (Commissio |
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| March 4, 2025 |
Exhibit 4.1 GAMESQUARE HOLDINGS, INC. INDENTURE Dated as of [] , 20[] [], As Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 6 1.1 Definitions 6 1.2 Other Definitions 8 1.3 Incorporation by Reference of Trust Indenture Act 9 1.4 Rules of Construction 9 ARTICLE II THE SECURITIES 9 2.1 Issuable in Series 9 2.2 Establishment of Terms of Series of Securities 9 2.3 E |
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| March 4, 2025 |
As filed with the Securities and Exchange Commission on March 4, 2025 As filed with the Securities and Exchange Commission on March 4, 2025 Registration No. |
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| March 4, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table Form S-3 (Form Type) GameSquare Holdings, Inc. |
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| January 29, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or other Jurisdiction of incorporation) (Commiss |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or other Jurisdiction of incorporation) (Commis |
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| November 15, 2024 |
Exhibit 10.1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (“Agreement”) is made as of November 13, 2024, by and among GameSquare Holdings, Inc., a Delaware corporation (“GameSquare”), FaZe Media Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of GameSquare (“GameSquare SPV” and, together with GameSquare, collectively, the “GameSquare Parties” and each a “Gam |
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| November 15, 2024 |
Exhibit 99.1 GameSquare Holdings Reports Record 2024 Third Quarter Results Q3 2024 revenue increased 10% YoY vs proforma Q3 23 to a third-quarter record of $26.4 million Q3 2024 adjusted EBITDA loss improves significantly vs YoY proforma Q3 2023 and QoQ Q2 2024 to $2.2 million, demonstrating continued benefits of growth strategies and cost reduction initiatives GameSquare expects 2024 to be a reco |
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| November 15, 2024 |
Exhibit 4.1 This SENIOR secured Promissory Note (this “Note”) has not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be sold, transferred or otherwise disposed of unless a registration statement under the Act with respect to this Note has become effective or unless the Holder (as defined below) establishes to the satisfaction of the COMPANY (as defined below) |
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| November 15, 2024 |
Exhibit 4.2 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39389 GAMESQUARE HOLD |
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| November 7, 2024 |
Exhibit 10.1 |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or Other Jurisdiction of Incorporation) (Commiss |
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| October 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2024 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or Other Jurisdiction of Incorporation) (Commiss |
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| October 18, 2024 |
Exhibit 99.1 GameSquare Announces Preliminary Third Quarter 2024 Results and Provides Business Update Preliminary Q3 revenue estimated to exceed $26.5 million Expected adjusted EBITDA loss of approximately $2.4 million, representing a $3.0 million improvement from Q2 2024 As a result of strong Q3 and YTD performance, GameSquare has increased its 2024 annual proforma revenue guidance to $105 millio |
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| August 30, 2024 |
GAME / GameSquare Holdings, Inc. / GOFF JOHN C - SC 13D/A Activist Investment SC 13D/A 1 d868675dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* GameSquare Holdings, Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 36468G103 (CUSIP Number) Jennifer Terrell Chief Financial Officer c/o Goff Capital, Inc. 500 Commerce Street, Ste 7 |
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| August 20, 2024 |
GameSquare Holdings, Inc. 6775 Cowboys Way, Ste. 1335 Frisco, Texas 75034 August 20, 2024 GameSquare Holdings, Inc. 6775 Cowboys Way, Ste. 1335 Frisco, Texas 75034 August 20, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jenna Hough Re: GameSquare Holdings, Inc. Registration Statement on Form S-1 File No. 333-280863 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as ame |
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| August 19, 2024 |
Exhibit 99.1 GameSquare Holdings Reports Record 2024 Second Quarter Results Q2 2024 proforma revenue increased 24% YoY and expanded 22% QoQ to a quarterly record of $28.6 million, reflecting value of operating enhanced platform and success of growth initiatives Q2 2024 proforma adjusted EBITDA loss improves significantly YoY and QoQ to $5.4 million, demonstrating benefits of growth strategies and |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or Other Jurisdiction of Incorporation) (Commissi |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39389 GAMESQUARE HOLDINGS, |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐Form 10-K ☐Form 20-F ☐Form 11-K ☒Form 10-Q ☐Form N-SAR ☐Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Tr |
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| August 13, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GameSquare Holdings, Inc. |
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| August 13, 2024 |
As filed with the Securities and Exchange Commission on August 13, 2024 As filed with the Securities and Exchange Commission on August 13, 2024 Registration No. |
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| July 18, 2024 |
As filed with the Securities and Exchange Commission on July 17, 2024 As filed with the Securities and Exchange Commission on July 17, 2024 Registration No. |
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| July 18, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GameSquare Holdings, Inc. |
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| July 9, 2024 |
Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| July 9, 2024 |
Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 8, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and GAMESQUARE HOLDINGS, INC., a company incorporated under the laws of the state of Delaware (the “Company”). The Investor and the Company may be referred to herein ind |
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| July 9, 2024 |
Exhibit 99.1 GameSquare Solidifies Balance Sheet Through a $20 Million Pre-Paid Advance Agreement with Yorkville Advisors Global L.P. Financing Follows Non-Core Asset Sales that Raised over $36 Million of Non-Dilutive Capital GameSquare Intends to Repay Outstanding Senior Secured Note with Unsecured Proceeds FRISCO, TX / July 9, 2024 / GameSquare Holdings, Inc. (NASDAQ: GAME), (“GameSquare”, or th |
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| July 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or Other Jurisdiction of Incorpo |
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| July 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 8, 2024 |
Exhibit 99.1 GameSquare Solidifies Balance Sheet Through a $6.5 Million Pre-Paid Advance Agreement with Yorkville Advisors Global L.P. Financing Follows Non-Core Asset Sales that Raised over $36 Million of Non-Dilutive Capital GameSquare Intends to Repay Outstanding King Street Partners LLC Convertible Debenture FRISCO, TX / July 8, 2024 / GameSquare Holdings, Inc. (NASDAQ: GAME), (“GameSquare”, o |
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| July 8, 2024 |
Form of Convertible Promissory Note issued to YA II PN, Ltd. Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| July 8, 2024 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of July 8, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and GAMESQUARE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individuall |
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| July 8, 2024 |
Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 8, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and GAMESQUARE HOLDINGS, INC., a company incorporated under the laws of the state of Delaware (the “Company”). The Investor and the Company may be referred to herein ind |
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| June 20, 2024 |
Exhibit 10.1 SECONDARY PREFERRED STOCK PURCHASE AGREEMENT BY AND AMONG FAZE MEDIA HOLDINGS, LLC, M40A3 LLC, SOLELY FOR PURPOSES OF SECTION 7.1, SECTION 7.3, SECTION 7.4 and SECTION 7.6, GIGAMOON MEDIA LLC), AND SOLELY FOR PURPOSES OF SECTION 1.2, SECTION 2.3(b), SECTION 7.1, SECTION 7.3, and SECTION 7.4, FAZE MEDIA, INC. JUNE 17, 2024 TABLE OF CONTENTS Page SECONDARY PREFERRED STOCK PURCHASE AGREE |
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| June 20, 2024 |
Exhibit 10.4 First Amended and Restated Trademark License Agreement This First Amended and Restated Trademark License Agreement (“Agreement”), effective as of June 17, 2024 (“Effective Date”), is by and between FaZe Media, Inc., a Delaware corporation (“Faze Media”) and GameSquare Holdings, Inc., a Delaware corporation (“GAME”) (collectively, the “Parties,” or each, individually, a “Party”). WHERE |
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| June 20, 2024 |
Exhibit 10.2 FAZE MEDIA, INC. LIMITED PROXY AND POWER OF ATTORNEY I, M40A3 LLC, a Delaware limited liability company (the “Principal”), hereby irrevocably constitute, appoint, authorize and empower FaZe Media Holdings, LLC, a Delaware limited liability company (the “Agent”), during the term of this Limited Proxy and Power of Attorney, as my sole and exclusive true and lawful proxy and attorney-in- |
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| June 20, 2024 |
Exhibit 10.3 FAZE MEDIA, INC. LIMITED PROXY AND POWER OF ATTORNEY I, FaZe Media Holdings, LLC (the “Principal”), hereby irrevocably constitute, appoint, authorize and empower M40A3 LLC, a Delaware limited liability company (the “Agent”), during the term of this Limited Proxy and Power of Attorney, as my sole and exclusive true and lawful proxy and attorney-in-fact with full power of substitution, |
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| June 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 20, 2024 |
Exhibit 99.1 GameSquare Sells 25.5% Interest in FaZe Media for $9.5 Million Transaction follows $11 Million investment from Matt Kalish for 49% interest in FaZe Media, valuing FaZe Media after the sale at approximately $40 million GameSquare to retain controlling voting interest in FaZe Media, and will continue to consolidate FaZe Media’s financial results in its financial statements GameSquare co |
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| June 6, 2024 |
Exhibit 10.3 TRANSITION SERVICES AGREEMENT This Transition Services Agreement (the “Agreement”) is made this 31st day of May 2024 (the “Effective Date”), by and between Frankly Media LLC, 2110 Powers Ferry Road SE, Suite 450, Atlanta, GA 30339 (“Provider”) and UNIV, Ltd., Galgalei ha-Plada St. 16 Herzliya (“Recipient”). Provider and Recipient are each referred to herein as a “Party” and collective |
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| June 6, 2024 |
Exhibit 10.5 SECURED PROMISSORY NOTE Date of Issuance: May 31, 2024 US$700,000.00 FOR VALUE RECEIVED, XPR Media LLC, a Florida Limited Liability Company (“Maker”), hereby promises to pay to Frankly Media LLC, a Delaware limited liability company (“Payee”) the aggregate initial principal amount of Seven Hundered Thousand Dollars ($700,000.00) (“Principal Amount”), and interest thereon, in accordanc |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 6, 2024 |
Exhibit 10.4 Service Order - Advertising Services Subscriber: UNIV, Ltd. Effective Date: May 31, 2024 Services: Advertising Sales - During the Term, Frankly Media will serve as the exclusive sales representative for sales of programmatic display, video streaming, Ads on stream, OTT and VOD direct and programmatic video advertising inventory controlled by Subscriber on the websites, OTT and mobile |
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| June 6, 2024 |
Exhibit 10.1 SECURED PROMISSORY NOTE Date of Issuance: May 31, 2024 US$1,500,000.00 FOR VALUE RECEIVED, UNIV Ltd., an Israeli company (“Maker”), hereby promises to pay to Frankly Media LLC, a Florida limited liability company (“Payee”) the aggregate initial principal amount of One Million Five Hundered Thousand Dollars ($1,500,000.00) (“Principal Amount”), and interest thereon, in accordance with |
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| June 6, 2024 |
Exhibit 10.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), dated as of this 31st day of May 2024, is made by and between UNIV, Ltd. (the “Debtor”), with an address at Galgalei ha-Plada St. 16 Herzliya, and Frankly Media LLC (the “Secured Party”), with an address at 2110 Powers Ferry Road SE, Suite 450, Atlanta, GA 30339 Under the terms hereof, the Secured Party desires to obtain a |
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| June 6, 2024 |
Exhibit 2.2 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made effective as of the 31st day of May, 2024 (the “Effective Date”), among XPR Media LLC (“Buyer”) and Frankly Media LLC (“Seller”). BA C K G R O U N D Whereas, Seller provides press release and content distribution services (the “Services”) on behalf of third-party press release and content distribution entities (the “Customers”), pursuant |
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| June 6, 2024 |
Exhibit 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the “Agreement”) is made this 31st day of May 2024 (the “Effective Date”), by and between Frankly Media LLC, 2110 Powers Ferry Road SE, Suite 450, Atlanta, GA 30339 (the “Seller”), and UNIV, Ltd., Galgalei ha-Plada St. 16 Herzliya (the “Buyer”). RECITALS A. Seller owns all right, title, and interest in and to the Purchased Assets |
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| June 6, 2024 |
Exhibit 10.6 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), dated as of this 31st day of May 2024, is made by and between XPR Media LLC. (the “Debtor”), with an address at 2980 NE 207th Street, Suite 300, Aventura, Florida, and Frankly Media LLC (the “Secured Party”), with an address at 2110 Powers Ferry Road SE, Suite 450, Atlanta, GA 30339 Under the terms hereof, the Secured Part |
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| June 6, 2024 |
GameSquare Sells Non-Core Content Management Software and PR Media Distribution Assets Exhibit 99.1 GameSquare Sells Non-Core Content Management Software and PR Media Distribution Assets Frisco, TX - June 3, 2024 - GameSquare Holdings, Inc. (“GameSquare”) (NASDAQ: GAME), announces that on May 31, 2024, GameSquare and its Frankly Media LLC subsidiary (“Frankly”) sold certain non-core assets. Immergo acquired Frankly’s Content Management Software (“CMS”) and XPR acquired Frankly’s PR |
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| May 22, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) GameSquare Holdings, Inc. |
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| May 22, 2024 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 99-1946435 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 6775 Cowboys Way, Ste. 1335 Frisco, Texa |
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| May 22, 2024 |
Exhibit 4.7 GAMESQUARE HOLDINGS, INC. 2024 STOCK INCENTIVE PLAN ARTICLE 1 PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Pla |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39389 GAMESQUARE HOLDINGS |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or other Jurisdiction of incorporation) (Commission |
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| May 16, 2024 |
Exhibit 10.1 Trademark License Agreement This Trademark License Agreement (“Agreement”), effective as of May 15, 2024 (“Effective Date”), is by and between FaZe Media, Inc., a Delaware corporation (“Faze Media”) and GameSquare Holdings, Inc., a Delaware corporation (“GAME”) (collectively, the “Parties,” or each, individually, a “Party”). WHEREAS, pursuant to that certain Contribution Agreement, da |
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| May 16, 2024 |
Exhibit 2.1 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2024 (the “Effective Time”), by and among GameSquare Holdings, Inc., a Delaware corporation (“GAME”), FaZe Holdings Inc., a Delaware corporation and wholly-owned subsidiary of GAME (“FAZE”), FaZe Media Holdings, LLC, a Delaware limited liability company (the “Game Investor”)and |
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| May 16, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of May 15, 2024, is by and between FaZe Media, Inc., a Delaware limited liability company (“FaZe Media”), and GameSquare Holdings, Inc., a Delaware corporation (“Game”). WHEREAS, Game and FaZe Media have entered into that certain Trademark License Agreement, dated as of the date hereof (the “ |
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| May 16, 2024 |
Exhibit 99.1 GameSquare Announces Formation of FaZe Media, a Creator-led IP and Media Company, led by CEO FaZe Banks and Backed by $11 Million Investment from Matt Kalish FRISCO, TX / May 16, 2024 / GameSquare Holdings, Inc. (NASDAQ: GAME), (“GameSquare”, or the “Company”), after recently completing the acquisition of FaZe Clan on March 8, 2024, today announces the formation of FaZe Media. This ne |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-55157 (Check One) ☐Form 10-K ☐Form 20-F ☐Form 11-K ☒Form 10-Q ☐Form N-SAR ☐Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transit |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39389 GAMESQUARE HOLDINGS, INC. (Exact name of regis |
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| April 30, 2024 |
Exhibit 10.18 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made this 7 day of July, 2023 (the “Effective Date”), by and between GameSquare Holdings Inc. (f/k/a Engine Gaming and Media, Inc.) (the “Employer” or “Company”), an entity incorporated under the Business Corporations Act (British Columbia) (the “Act”), and Justin Paul Kenna |
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| April 30, 2024 |
Exhibit 10.19 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made as of this 7th day of July, 2023, for the period commencing May 1, 2023 (the “Effective Date”), by and between GameSquare Holdings Inc. (f/k/a Engine Gaming and Media, Inc.) (the “Employer” or “Company”), an entity incorporated under the Business Corporations Act (British Columbia) (the “Act”), and Lou Schwartz |
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| April 22, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 Not Applicable (State or Other Jurisdiction of Incorporation) (Commi |
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| April 22, 2024 |
Exhibit 99.1 GameSquare Holdings Reports 2023 Results Revenue increased 85% year-over-year to an annual record of $52 million, reflecting the contribution from the Engine Gaming acquisition, and organic growth April 16, 2024, FRISCO, TX – GameSquare Holdings, Inc. (NASDAQ: GAME), (“GameSquare”, or the “Company”), today announced financial results for the twelve-months ended December 31, 2023. “202 |
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| April 16, 2024 |
Exhibit 21 List of Subsidiaries As of April 16, 2024, the following is a list of the subsidiaries of GameSquare Holdings, Inc. |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39389 GAMESQUARE HOLDINGS, INC. (Exact name of registr |
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| April 16, 2024 |
Exhibit 97 GAMESQUARE HOLDINGS, INC. COMPENSATIOn CLAWBACK Policy (Adopted as of December 1, 2023) 1. INTRODUCTION GameSquare Holdings, Inc. (the “Company”) is adopting this Compensation Clawback Policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain circumstances. T |
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| April 16, 2024 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 GameSquare Holdings, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, par value $0.0001 per share (“Common Stock”). The following is a summary of the mat |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response...............2.50 FORM 12b-25 SEC FILE NUMBER 001-39389 NOTIFICATION OF LATE FILING CUSIP NUMBER 36468G103 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: |
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| March 13, 2024 |
Exhibit 3.2 BYLAWS OF GAMESQUARE HOLDINGS, INC. Adopted March 7, 2024 TABLE OF CONTENTS Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders’ Meetings 1 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 2 1.9 Stockholder Action by Written Consent Without a Meeting 3 1.10 Record Date |
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| March 13, 2024 |
Exhibit 10.1 GAMESQUARE SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [insert date], 2024, by and between GameSquare Holdings, Inc., a British Columbia corporation (the “Company”), and the undersigned subscriber (“Subscriber”). WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of October 19, 2023 (as am |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 Not Applicable (State or Other Jurisdiction of Incorporation) (Commis |
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| March 13, 2024 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS (this “Agreement”), dated as of [insert date], 2024, is made and entered into by and among GameSquare Holdings, Inc., a British Columbia corporation (the “Company”), and any person or entity who is identified on the signature pages hereto as a “Holder” or hereafter becomes a party to this Agreement pursuant to subsection 5.2.2 (co |
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| March 13, 2024 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF GAMESQUARE HOLDINGS, INC. ARTICLE I NAME The name of the corporation is GameSquare Holdings, Inc. (hereinafter called the “Corporation”). ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware, 1 |
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| March 13, 2024 |
Exhibit 4.1 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. March 8, 2024 G |
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| March 13, 2024 |
GAMESQUARE ANNOUNCES COMPLETION OF FAZE CLAN ACQUISITION Exhibit 99.1 GAMESQUARE ANNOUNCES COMPLETION OF FAZE CLAN ACQUISITION ● Becomes One of the Largest Gaming and Esports Organizations Based on Audience Reach ● Increased Scale and Expanded Capabilities Creates Next Generation Media Company Positioned to Drive Compelling Outcomes for Creators and Maximize Brand Partners’ Return on Investment ● GameSquare Strengthens Balance Sheet with $10 Million PIP |
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| March 11, 2024 |
EX-99.VI 3 d729600dex99vi.htm EX-99.VI Exhibit VI GAMESQUARE SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 4, 2024, by and between GameSquare Holdings, Inc., a British Columbia corporation (the “Company”), and the undersigned subscriber (“Subscriber”). WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, date |
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| March 11, 2024 |
EX-99.VII 4 d729600dex99vii.htm EX-99.VII Exhibit VII THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REG |
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| March 11, 2024 |
CA:GAME / GameSquare Holdings, Inc. / GOFF JOHN C - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 11, 2024 |
EX-99.VIII 5 d729600dex99viii.htm EX-99.VIII Exhibit VIII THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH |
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| March 11, 2024 |
EX-99.V 2 d729600dex99v.htm EX-99.V Exhibit V GAMESQUARE SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 4, 2024, by and between GameSquare Holdings, Inc., a British Columbia corporation (the “Company”), and the undersigned subscriber (“Subscriber”). WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as |
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| March 4, 2024 |
Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE THEREWITH. THE ORIGINAL PRINCIPAL AMOUNT OF THIS NOTE MAY BE INCREASED, DECREASED, PAID OR ADJUSTED AS SET FORTH HEREIN, AND THE OUTSTANDING PRINCIPAL AMOUNT OF TH |
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| March 4, 2024 |
Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of March 1, 2024 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among Global Esports Properties, LLC, a Delaware limited liability company (the “Grantor”), in favor of GameSquare Esports (USA), Inc., a Nevada corporation (the “Secured Part |
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| March 4, 2024 |
Exhibit 10.1 Membership Interest Purchase Agreement among GLOBAL ESPORTS PROPERTIES, LLC, as Buyer; GameSquare Esports (USA), Inc., as Seller; and GameSquare Holdings, Inc., as the beneficial owner of the Company and the Affiliated Entities dated as of March 1, 2024 TABLE OF CONTENTS Article I Definitions 1 Article II Transactions 10 Section 2.01 Purchase and Sale 10 Section 2.02 Closing 11 Sectio |
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| March 4, 2024 |
Exhibit 99.1 GameSquare Announces Sale of Complexity Gaming to Jason Lake and Global Esports Properties for US$10.36 Million Sale follows a 175+% increase in Complexity’s sales from 2021 - 2022 under GameSquare’s ownership Transaction is part of GameSquare’s asset optimization strategy that is associated with its pending acquisition of FaZe Holdings Frisco, TX (March 1, 2024) – GameSquare Holdings |
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| March 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2024 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) British Columbia 001-39389 Not Applicable (State or Other Jurisdiction of Incorporation) |
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| February 29, 2024 |
GameSquare Receives Stockholder Approval for Merger with FaZe Holdings Exhibit 99.1 GameSquare Receives Stockholder Approval for Merger with FaZe Holdings FRISCO, TX / ACCESSWIRE / February 27, 2024 / GameSquare Holdings (NASDAQ: GAME) (TSXV: GAME), (“GameSquare”, or the “Company”), today announced that its stockholders have voted to approve the proposed merger with FaZe Holdings Inc. (“FaZe”) (Nasdaq: FAZE). GameSquare and FaZe anticipate the transaction closing sho |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2024 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) British Columbia 001-39389 Not Applicable (State or Other Jurisdiction of Incorporat |
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| February 26, 2024 |
GAME / GameSquare Holdings, Inc. / Porter Stuart D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* GameSquare Holdings, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 364934109 (CUSIP Number) Stuart D. Porter 185 Dartmouth Street, 7th Floor Boston, MA 02116 (617) 531-7200 (Name, Address and Telephone Number of Person Authorized to |
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| February 14, 2024 |
Exhibit 99.1 GameSquare Announces Special Meeting of Stockholders to Vote on Plan of Merger with FaZe Holdings Special meeting to take place on February 27, 2024 FRISCO, TX / ACCESSWIRE / February 14, 2024 / GameSquare Holdings (NASDAQ: GAME) (TSXV: GAME), (“GameSquare”, or the “Company”), today announced the Company is holding a special meeting of stockholders on February 27, 2024, at 10:00 a.m. |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2024 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) British Columbia 001-39389 Not Applicable (State or Other Jurisdiction of Incorporat |
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| February 9, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration File No. 333-275994 PROSPECTUS SUPPLEMENT NO. 1 To Prospectus dated December 11, 2023 GameSquare Holdings, Inc. This Prospectus Supplement No. 1 amends and supplements the prospectus dated December 11, 2023, as amended on January 16, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form F-4 (Registration No. 333-275994). Thi |
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| February 1, 2024 |
Exhibit 99.3 |
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| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2024 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) British Columbia 001-39389 Not Applicable (State or Other Jurisdiction of Incorporati |
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| February 1, 2024 |
Notice of Special Meeting and Management Information Circular. Exhibit 99.2 |
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| February 1, 2024 |
Notice of Special Meeting of Shareholders. Exhibit 99.1 |
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| January 25, 2024 |
January 25, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: GameSquare Holdings, Inc. Request for Acceleration Registration Statement on Form F-4 Registration No. 333-275994 Requested Date: January 26, 2024 Requested Time: 4:00 P.M. Eastern Time, or as soon as thereafter practicable Ladies and Gentlemen, Pursuant |
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| January 24, 2024 |
As filed with the Securities and Exchange Commission on January 24, 2024. As filed with the Securities and Exchange Commission on January 24, 2024. Registration No. 333-275994 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) British Columbia, Canada 7311 Not Applicable (State or other |
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| January 24, 2024 |
January 24, 2024 Alan A. Lanis, Jr. direct dial: 310.442.8828 [email protected] VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: GameSquare Holdings, Inc. Registration Statement on Form F-4 File No. 333-275994 Dear Sir/Madam: On behalf of GameSquare Holdings, Inc., a British Columbia corporation (the “Compan |
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| January 17, 2024 |
As filed with the Securities and Exchange Commission on January 16, 2024 . Registration No. 333-275994 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) British Columbia, Canada 7311 Not Applicable (State or other |
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| January 17, 2024 |
Form of Proxy Voting Card of FaZe Holdings Inc. Exhibit 99.1 PRELIMINARY PROXY CARD — SUBJECT TO COMPLETION 720 N. Cahuenga Blvd. Los Angeles, CA 90038 SPECIAL MEETING OF STOCKHOLDERS February 16, 2024 YOUR VOTE IS IMPORTANT FOLD AND DETATCH HERE FAZE HOLDINGS INC. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 16, 2024 The undersigned, revoking any previous proxies relating to t |
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| January 17, 2024 |
Consent of Current Capital Securities LLC Exhibit 99.2 Consent of Current Capital Securities LLC January 16, 2024 We hereby consent to (i) the inclusion of our opinion letter dated October 19, 2023, to the Board of Directors of FaZe Holdings Inc. (the “Company”) as Annex C to the proxy statement/prospectus which forms a part of the amendment to the registration statement on Form F-4 of GameSquare Holdings, Inc. (the “Issuer”), filed with |
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| January 16, 2024 |
January 16, 2024 Alan A. Lanis, Jr. direct dial: 310.442.8828 [email protected] VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: GameSquare Holdings, Inc. Registration Statement on Form F-4 Filed December 11, 2023 File No. 333-275994 Dear Sir/Madam: On behalf of GameSquare Holdings, Inc., a British Columbia |
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| January 4, 2024 |
Regulation FD Disclosure, Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) British Columbia 001-39389 Not Applicable (State or Other Jurisdiction of Incorporat |
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| January 4, 2024 |
Exhibit 10.6 |
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| January 4, 2024 |
Exhibit 10.4 |
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| January 4, 2024 |
Exhibit 10.3 |
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| January 4, 2024 |
Exhibit 10.2 |
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| January 4, 2024 |
Exhibit 10.1 |
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| January 4, 2024 |
Exhibit 99.1 GAMESQUARE COMPLETES THE SALE OF ITS NON-CORE RADIO BUSINESS ASSETS Sale Adds Non-Dilutive Capital and Supports GameSquare’s Focus on Marketing Technology Capabilities GameSquare Refinances Convertible Debenture Frisco, TX (January 2, 2024) — GameSquare Holdings, Inc. (“GameSquare”) (NASDAQ: GAME); (TSXV: GAME), announces that it has completed the sale of its Frankly non-core radio bu |
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| January 4, 2024 |
Exhibit 10.5 |
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| December 22, 2023 |
Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of December 19, 2023 by and among GameSquare Holdings, Inc., a British Columbia corporation (“Parent”), GameSquare Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and FaZe Holdings Inc., a |
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| December 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| December 20, 2023 |
Exhibit 4.3 ENGINE MEDIA HOLDINGS, INC. OMNIBUS EQUITY INCENTIVE PLAN TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 1.1 Definitions. 1 Article 2 PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS 4 2.1 Purpose of the Plan. 4 2.2 Implementation and Administration of the Plan. 4 2.3 Eligible Participants. 5 2.4 Shares Subject to the Plan. 5 2.5 Granting of Awards. 6 Article 3 OPTIONS 6 3.1 |
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| December 20, 2023 |
Certificate of Change of Name, dated October 19, 2021 Exhibit 1.2 Number: C1280310 CERTIFICATE OF CHANGE OF NAME BUSINESS CORPORATIONS ACT I Hereby Certify that ENGINE MEDIA HOLDINGS, INC. changed its name to ENGINE GAMING AND MEDIA, INC. on October 19, 2021 at 12:00 AM Pacific Time. Issued under my hand at Victoria, British Columbia On October 19, 2021 CAROL PREST Registrar of Companies Province of British Columbia Canada ELECTRONIC CERTIFICATE |
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| December 20, 2023 |
Exhibit 15.1 Consent of Independent Auditor December 20, 2023 To: Whom it may concern: Consent of Independent Registered Public Accounting Firm We hereby consent to the use in this Amended Annual Report on Form 20-F (the “Annual Report”) of Engine Gaming and Media, Inc. (formerly, Engine Media Holdings, Inc.) (the “Company”) of: ● our report dated December 20, 2023, relating to the consolidated fi |
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| December 20, 2023 |
Exhibit 12.1 CERTIFICATION REQUIRED BY RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, Justin Kenna, certify that: 1. I have reviewed this annual report on Form 20-F/A of Engine Gaming and Media, Inc. (the “Issuer”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in l |
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| December 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Amendment No. 1) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECUR |
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| December 20, 2023 |
Exhibit 2.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of the date of the Annual Report on Form 20-F/A of which this Exhibit 2.1 is a part, Engine Gaming and Media, Inc. (the “Company”) had the following securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”): Title of each class Trading Symbol(s) Name of each ex |
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| December 20, 2023 |
Exhibit 12.2 CERTIFICATION REQUIRED BY RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, Michael Munoz, certify that: 1. I have reviewed this annual report on Form 20-F/A of Engine Gaming and Media, Inc. (the “Issuer”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in |
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| December 20, 2023 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Engine Gaming and Media, Inc. (the “Company”) on Form 20-F/A for the period ended August 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Justin Kenna, Chief Executive Officer of the C |
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| December 20, 2023 |
Notice of Articles dated October 19, 2021 Exhibit 1.1 Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 CERTIFIED COPY Of a Document filed with the Province of British Columbia Registrar of Companies Notice of Articles BUSINESS CORPORATIONS ACT CAROL PREST This Notice of Articles was issued by the Registrar on: October 19, 2021 |
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| December 20, 2023 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Engine Gaming and Media, Inc. (the “Company”) on Form 20-F/A for the period ended August 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Munoz, Chief Financial Officer of the |
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| December 19, 2023 |
Exhibit 99.1 Gaming Icon Tyler “Ninja” Blevins Announces Live NYE Special Sponsored by Domino’s Pizza “Ninja’s NYE” to Feature TimTheTattman, SypherPK, DrLupo, BasicallyIDoWrk, and LEGIQN Multicast Event Slated to Receive High Viewership Ratings as Premier Cultural Event for GenZ Audience Photo Download: LINK Visit: ninjanye.com Frisco, TX, December 19 – Global gaming superstar Tyler “Ninja” Blevi |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| December 11, 2023 |
Form of Proxy Voting Card of FaZe Holdings Inc. Exhibit 99.1 PRELIMINARY PROXY CARD — SUBJECT TO COMPLETION 720 N. Cahuenga Blvd. Los Angeles, CA 90038 SPECIAL MEETING OF STOCKHOLDERS [], 2023 YOUR VOTE IS IMPORTANT FOLD AND DETATCH HERE FAZE HOLDINGS INC. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [], 2023 The undersigned, revoking any previous proxies relating to these shares, hereb |
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| December 11, 2023 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables FORM F-4 (Form Type) GameSquare Holdings, Inc. |
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| December 11, 2023 |
As filed with the Securities and Exchange Commission on December 11, 2023. As filed with the Securities and Exchange Commission on December 11, 2023. Registration No. 333-[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) British Columbia, Canada 7311 Not Applicable (State or other jurisdiction of incorp |
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| December 1, 2023 |
PAUL IOAKIM APPOINTED GAMESQUARE’S HEAD OF EVENTS GameSquare enters shares for debt transactions Exhibit 99.1 PAUL IOAKIM APPOINTED GAMESQUARE’S HEAD OF EVENTS GameSquare enters shares for debt transactions Frisco TX (November 30, 2023) – GameSquare Holdings, Inc. (“GameSquare”, or the “Company”) (NASDAQ:GAME) (TSXV:GAME) announces Paul Ioakim has been appointed Head of Events to support GameSquare’s emerging events business. Ioakim brings over 16 years of unparalleled experience in crafting |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| November 30, 2023 |
Exhibit 99.1 GAMESQUARE ANNOUNCES RECORD MONTHLY CONTRACT AS IT ACCELERATES CUSTOMER AND SALES GROWTH FOR ITS PERFORMANCE MARKETING SERVICES Receives multiple new contracts, including one of the largest contracts in GameSquare’s history, which is expected to begin in January 2024 Based on positive momentum and market adoption, management now expects performance marketing sales to contribute $10+ m |
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| November 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| November 16, 2023 |
EXHIBIT 99.1 GameSquare Holdings Reports Third Quarter 2023 Results Third quarter revenue increased 58% year-over-year to a quarterly record of $16 million, reflecting the contribution from the Engine Gaming acquisition, and strong organic growth GameSquare expects accelerating sales growth in the fourth quarter and in 2024 November 15, 2023, Toronto, Ontario – GameSquare Holdings, Inc. ("GameSqua |
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| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| November 15, 2023 |
EXHIBIT 99.1 GAMESQUARE HOLDINGS, INC. (formerly Engine Gaming and Media, Inc.) CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) For the three and nine months ended September 30, 2023, and 2022 (Expressed in United States Dollars) MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING The accompanying interim condensed consolidated financial statements of GameSquare Holdings, Inc.) (th |
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| November 15, 2023 |
EXHIBIT 99.2 GAMESQUARE HOLDINGS, INC. (formerly Engine Gaming & Media, Inc.) MANAGEMENT’S DISCUSSION AND ANALYSIS For the three and nine months ended September 30, 2023, and 2022 (Expressed in United States Dollars) GameSquare Holdings, Inc. (formerly Engine Gaming & Media, Inc.) Management’s Discussion and Analysis (Expressed in United States Dollars) Introduction The following Management’s Disc |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| November 15, 2023 |
Form 52-109F1 Certification of Interim Filings Full Certificate EXHIBIT 99.3 Form 52-109F1 Certification of Interim Filings Full Certificate I, Justin Kenna, Chief Executive Officer of GameSquare Holdings, Inc.., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of GameSquare Holdings, Inc. (the “issuer”) for the interim period year ended September 30, 2023. 2. No misrepresentation |
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| November 15, 2023 |
Form 52-109F1 Certification of Interim Filings Full Certificate EXHIBIT 99.4 Form 52-109F1 Certification of Interim Filings Full Certificate I, Michael Munoz, Chief Financial Officer of GameSquare Holdings, Inc.., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of GameSquare Holdings, Inc. (the “issuer”) for the interim period year ended September 30, 2023. 2. No misrepresentatio |
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| November 13, 2023 |
EXHIBIT 99.1 GAMESQUARE ENTERS INTO A DEFINITIVE AGREEMENT TO SELL ITS NON-CORE RADIO BUSINESS ASSETS Transaction Supports Focus on Marketing Technology Capabilities Frisco, TX (November 10, 2023) — GameSquare Holdings, Inc. (“GameSquare”) (NASDAQ: GAME); (TSXV: GAME), announces that on November 9, 2023 GameSquare and its Frankly Media LLC subsidiary (“Frankly”) entered into a definitive agreement |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| November 8, 2023 |
EXHIBIT 99.1 GAMESQUARE BRINGS WALL STREET TO TWITCH WITH FIRST-EVER LIVESTREAM EARNINGS CALL GAMESQUARE TO REPORT Q3 2023 FINANCIAL RESULTS ON NOVEMBER 15, 2023 LIVESTREAM WILL BE HOSTED BY GAMESQUARE’S CEO JUSTIN KENNA, WHO WILL BE JOINED BY THE COMPANY’S CIO AND GLOBAL GAMING SUPERSTAR TYLER “NINJA” BLEVINS Frisco, TX (November 8, 2023) – GameSquare Holdings, Inc. ("GameSquare", or the "Company |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| November 3, 2023 |
EXHIBIT 99.1 GameSquare’s Stream Hatchet Reports Live-Streaming During Q3 2023 Matched the Height of COVID-19 Pandemic Viewership 7.6 Billion Hours of Live-Streaming Watched Across All Platforms During Q3 2023, With Twitch Leading the Charge in Top Viewership Frisco, TX (November 3, 2023) - Stream Hatchet, a streaming analytics and business intelligence platform and wholly-owned subsidiary of Game |
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| October 27, 2023 |
EXHIBIT 99.1 Complexity, a GameSquare company, Launches Cozy Clash Powered By Lenovo New Top-Tier Challenge Tournament Boasts Open Qualifier Rounds and Unique IRL Components with Complexity HQ Transforming into a Winter Wonderland October 27, 2023, Frisco, Texas – Complexity Gaming, a GameSquare company, announces Cozy Clash, a new tournament for the North American Game Changers scene, powered by |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of p |
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| October 26, 2023 |
EXHIBIT 99.1 Camarena® Tequila and Ninja Labs Launch New Soccer Streaming Series Camarena® Tequila Introduces Esports Legend Ninja to the World of Soccer Through New EA FC 24 Tune in to Ninja’s Twitch Today at 5:00 PM CST Download images here Frisco, TX, October 26 – Camarena Tequila and NinjaLabs, an initiative of GameSquare Holdings, Inc. ("GameSquare”) (NASDAQ: GAME); (TSXV: GAME), are excited |
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| October 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of p |
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| October 23, 2023 |
EX-99.1 2 d467532dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of October 23, 2023, is by and among Blue & Silver Ventures, LTD., Blue Star Investments, Inc. and Goff & Jones Lending Co, LLC (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Com |
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| October 23, 2023 |
EX-99.I 2 d554575dex99i.htm EX-99.I EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Shares of no par value of GameSquare Holdings, Inc., organized under the laws of British Columbi |
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| October 23, 2023 |
EX-99.IV 3 d554575dex99iv.htm EX-99.IV Exhibit IV POWER OF ATTORNEY With respect to holdings of and transactions in securities issued by Gamesquare Holdings, Inc. (the “Company”), the undersigned hereby constitutes and appoints John C. Goff and Travis Goff, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fac |
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| October 23, 2023 |
GAME / GameSquare Holdings Inc / GOFF JOHN C - SC 13D/A Activist Investment SC 13D/A 1 d554575dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GameSquare Holdings, Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 29287R103 (CUSIP Number) Jennifer Terrell Chief Financial Officer Goff Capital, Inc. 500 Commerce Street, Ste 700 |
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| October 23, 2023 |
GAME / GameSquare Holdings Inc / Blue & Silver Ventures, Ltd. - SC 13D/A Activist Investment SC 13D/A 1 d467532dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GameSquare Holdings, Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 29287R103 (CUSIP Number) Thomas Walker One Cowboys Way Suite 100 Frisco, TX 75034 (972) 497-4900 (Name, Address |
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| October 20, 2023 |
GameSquare To Acquire One of the Biggest Names in Gaming, Faze Clan EXHIBIT 99.1 GameSquare To Acquire One of the Biggest Names in Gaming, Faze Clan EXPANDS SCALE AND CAPABILITIES TO CREATE A LEADING CONTENT, MEDIA, AND ENTERTAINMENT COMPANY FOCUSED ON GAMING, ESPORTS AND YOUTH CULTURE · Returns FaZe Clan's founders to lead the FaZe brand and reestablish authenticity · Establishes the largest audience in gaming with over 1 billion social followers · Significant co |
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| October 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of p |
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| October 20, 2023 |
EXHIBIT 10.1 IRREVOCABLE VOTING AND SUPPORT AGREEMENT This Irrevocable Voting and Support Agreement, dated as of October 19, 2023 (this “Agreement”), is entered into by and among GameSquare Holdings, Inc., a British Columbia corporation (“GameSquare”), and the stockholder of FaZe Holdings Inc., a Delaware corporation (“FaZe”) signatory hereto (the “Stockholder”). W I T N E S S E T H: WHEREAS, FaZe |
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| October 20, 2023 |
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and among GAMESQUARE HOLDINGS, INC., GAMESQUARE MERGER SUB I, INC., and FAZE HOLDINGS INC. dated as of October 19, 2023 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.01 The Merger . 2 Section 1.02 Closing. 2 Section 1.03 Effective Time. 2 Section 1.04 Effect of the Merger. 3 Section 1.05 Certificate of Incorporation; By-Laws. 3 Section 1.06 Director |
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| October 20, 2023 |
EXHIBIT 10.2 IRREVOCABLE VOTING AND SUPPORT AGREEMENT This Irrevocable Voting and Support Agreement, dated as of October 19, 2023 (this “Agreement”), is entered into by and among FaZe Holdings Inc., a Delaware corporation (“FaZe”), and the stockholder of GameSquare Holdings, Inc., a British Columbia corporation (“GameSquare”) signatory hereto (the “Stockholder”). W I T N E S S E T H: WHEREAS, FaZe |
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| October 20, 2023 |
EXHIBIT 10.3 BACKSTOP AGREEMENT This BACKSTOP AGREEMENT (this “Agreement”), dated as of October 19, 2023, is made by and among GameSquare Holdings, Inc., a British Columbia corporation (the “Company”) and Goff & Jones Lending Co, LLC, a Delaware limited liability company (the “Investor”. RECITALS WHEREAS, in furtherance of discussions between the Company and the board of directors of FaZe Holdings |
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| October 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of p |
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| October 16, 2023 |
EXHIBIT 99.1 GameSquare Reports Strong Growth in Enterprise Contract Wins and Solid Pipeline Following Engine Gaming Acquisition and Joint SaaS Offering Success driven by GameSquare’s experience in combining assets to deliver revenue growth and cost synergies October 16, 2023, Frisco, Texas – GameSquare Holdings, Inc. ("GameSquare", or the "Company") (NASDAQ: GAME) (TSXV: GAME) proudly announces a |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| September 27, 2023 |
EXHIBIT 10.2 INTERCREDITOR AGREEMENT This Intercreditor Agreement (this "Agreement") is made as of the 14th day of September 2023, by and among Frankly Media LLC, GCN, INC., GAMESQUARE ESPORTS (USA) INC. d/b/a Fourth Square Studios, NEXTGEN TECH LLC d/b/a Complexity Gaming (“Complexity”), SWINGMAN, LLC d/b/a Cut+Sew and Zoned, MISSION SUPPLY LLC, and SIDEQIK, INC. (such parties referred to herein |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| September 27, 2023 |
EXHIBIT 99.1 GameSquare Announces Growing Performance Marketing Capabilities and Contract Wins Multiple New Clients Represent over $2 Million of Annual Revenue Accelerating Performance Marketing Efforts are Expected to Drive $8 to $10 Million in Annual Revenue in 2024 Success Leverages GameSquare’s Leading Technology, Agency, and Creative Assets September 27, 2023, Frisco, Texas – GameSquare Holdi |
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| September 27, 2023 |
EXHIBIT 10.1 FINANCING AND SECURITY AGREEMENT INTRODUCTION This Financing and Security Agreement (“Agreement”) is made and entered into on September 14, 2023 by and among FRANKLY MEDIA LLC (“Administrative Borrower”), GCN, INC. (“GCN”), GAMESQUARE ESPORTS (USA) INC. d/b/a Fourth Square Studios (“GSQ USA”), NEXTGEN TECH LLC d/b/a Complexity Gaming (“Complexity”), SWINGMAN, LLC d/b/a Cut+Sew and Zon |
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| September 22, 2023 |
EXHIBIT 99.1 CORRECTION BY SOURCE: GameSquare Holdings Strengthens Balance Sheet This press release adds the interest rate for the working capital line of credit $10 Million USD Working Capital Line of Credit with SLR Capital Partners Demonstrates Focus on Non-Dilutive Funding Sources to Support Continued Sales Growth FRISCO, TX – SEPTEMBER 22, 2023 – GameSquare Holdings, Inc. (NASDAQ: GAME | TSXV |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| September 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| September 19, 2023 |
GameSquare Announces Change to Board of Directors EXHIBIT 99.1 GameSquare Announces Change to Board of Directors September 19, 2023, Toronto, Ontario – GameSquare Holdings, Inc. (“GameSquare”, or the “Company”) (NASDAQ:GAME)(TSXV:GAME) announces that GameSquare director Tom Rogers has decided to resign from the Company’s Board of Directors effective as of September 15, 2023. Mr. Rogers previously served as Executive Chairman of Engine Gaming and |
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| September 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| September 19, 2023 |
EXHIBIT 99.1 Ninja Labs, a GameSquare Initiative, and Vivior Unveil Groundbreaking Gamer Wellness Platform, VIVIOR 4SIGHT Frisco, TX, September 19th – Today, Ninja Labs, a GameSquare initiative, and Vivior are thrilled to announce the launch of the beta version of Vivior 4SIGHT, an innovative gamer wellness platform aimed at enhancing gamers' overall well-being and optimizing their gaming performa |
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| September 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023. Commission File Number: 001-39389 GAMESQUARE HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| September 18, 2023 |
EXHIBIT 99.1 GameSquare Holdings Strengthens Balance Sheet $10 Million Working Capital Line of Credit with SLR Capital Partners Demonstrates Focus on Non-Dilutive Funding Sources to Support Continued Sales Growth FRISCO, TX – SEPTEMBER 18, 2023 – GameSquare Holdings, Inc. (NASDAQ: GAME | TSXV: GAME), the media, entertainment and technology company that connects global brands to gaming and youth cu |
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| September 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of |
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| September 7, 2023 |
EXHIBIT 99.1 GAMESQUARE PARTNERS WITH SAMSUNG ELECTRONICS UK & IRELAND TO PROVIDE GAMING STRATEGY & EXECUTION FOR THE GALAXY Z FOLD5 LAUNCH New “Samsung Galaxy” Experience in Fortnite Created by Teams at GameSquare watch trailer here FRISCO, TX – SEPTEMBER 7, 2023 – GameSquare (NASDAQ: GAME | TSXV: GAME), the media, entertainment and technology company that connects global brands to gaming and you |
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| August 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of pr |
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| August 23, 2023 |
GameSquare to Ring the Opening Bell at the Toronto Stock Exchange EXHIBIT 99.1 GameSquare to Ring the Opening Bell at the Toronto Stock Exchange August 23, 2023, Frisco, Texas –GameSquare Holdings, Inc. ("GameSquare", or the "Company") (NASDAQ: GAME) (TSXV: GAME), to ring the bell at Toronto Stock Exchange ("TSX") at 9:30 a.m. ET on August 24, 2023. The Opening Bell Ceremony may be viewed live at https://youtube.com/live/rHomaPwhws?feature=share. “Since completi |
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| August 21, 2023 |
EXHIBIT 99.1 GAMESQUARE HOLDINGS, INC. (formerly Engine Gaming and Media, Inc.) CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) For the three and six months ended June 30, 2023, and 2022 (Expressed in United States Dollars) NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an audito |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A Amendment No. 1 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75 |
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| August 17, 2023 |
EXHIBIT 99.1 GameSquare Announces the Success of Several New Campaigns Focused on World Building Capabilities for Leading Global Brands Four Recently Activated Campaigns Has Quickly Established Almost $1 Million in Revenue with Future Pipeline Momentum Growing Quickly World Building Campaigns Leverage GameSquare’s Creative and Marketing Capabilities August 17, 2023, Frisco, Texas – GameSquare Hold |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of pr |
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| August 15, 2023 |
EXHIBIT 99.1 GAMESQUARE HOLDINGS, INC. (formerly Engine Gaming and Media, Inc.) CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) For the three and six months ended June 30, 2023, and 2022 (Expressed in United States Dollars) NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an audito |
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| August 15, 2023 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE EXHIBIT 99.3 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Justin Kenna, Chief Executive Officer of GameSquare Holdings, Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of GameSquare Holdings, Inc. (the “issuer”) for the interim period ended June 30, 2023. 2. No misrepresentations: Based on |
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| August 15, 2023 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE EXHIBIT 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Michael Munoz, Chief Financial Officer of GameSquare Holdings, Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of GameSquare Holdings, Inc. (the “issuer”) for the interim period ended June 30, 2023. 2. No misrepresentations: Based o |
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| August 15, 2023 |
Employment Agreement of Lou Schwartz EXHIBIT 99.3 |
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| August 15, 2023 |
EXHIBIT 99.2 GAMESQUARE HOLDINGS, INC. (formerly Engine Gaming & Media, Inc.) MANAGEMENT’S DISCUSSION AND ANALYSIS For the three and six months ended June 30, 2023, and 2022 (Expressed in United States Dollars) GameSquare Holdings, Inc. (formerly Engine Gaming & Media, Inc.) Management’s Discussion and Analysis (Expressed in United States Dollars) Introduction The following Management’s Discussion |
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| August 15, 2023 |
EXHIBIT 99.1 GameSquare Holdings Reports Second Quarter 2023 Results Record pipeline and recent contract wins expected to accelerate revenue growth in second half of 2023 Merger integration underway with $8 million of annualized cost savings expected in 2023 Company reiterates 2023 full-year guidance reflecting sales of $75 to $80 million, and gross margins of 30% – 35% August 14, 2023, Toronto, O |
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| August 15, 2023 |
August 15, 2023, Toronto, Ontario EXHIBIT 99.1 August 15, 2023, Toronto, Ontario – GameSquare Holdings, Inc. (“GameSquare”, or the “Company”) (NASDAQ:GAME)(TSXV:GAME) today announced that the Company has entered into new Employment Agreements with Justin Kenna (“Mr. Kenna”) and Lou Schwartz (“Mr. Schwartz”), in respect of their roles as Chief Executive Officer and President, respectively, of the Company. Under Mr. Kenna’s Employme |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of pr |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of pr |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023. Commission File Number: 001-39389 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034 (Address of pr |
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| August 15, 2023 |
Employment Agreement of Justin Kenna EXHIBIT 99.2 |
