GAME / GameSquare Holdings, Inc. - Arquivamentos da SEC, Relatório Anual, Declaração de Procuração

GameSquare Issues Shareholder Letter Highlighting Strong Second Quarter and Year-to-Date Momentum Company expects second quarter 2026 revenue to increase over 137% to at least $18.5 million Second quarter 2026 revenue expected to be up over 27% from

Exhibit 99.1 GameSquare Issues Shareholder Letter Highlighting Strong Second Quarter and Year-to-Date Momentum Company expects second quarter 2026 revenue to increase over 137% to at least $18.5 million Second quarter 2026 revenue expected to be up over 27% from first quarter 2026 revenue and up more than 17% from first quarter 2026 proforma revenue Momentum reflects strong demand from brands, pub

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 4, 2026 GameSquare Holdings,

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 4, 2026 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39389 99-1946435 (State or other jurisdiction of incorporation) (Commission

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

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

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

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

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

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

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

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

GameSquare Holdings Reports 2026 First Quarter Results with revenue up 95.0% year-over-year Client wins have accelerated early in the second quarter supporting expected strength in second quarter and second half of 2026 sales

Exhibit 99.1 GameSquare Holdings Reports 2026 First Quarter Results with revenue up 95.0% year-over-year Client wins have accelerated early in the second quarter supporting expected strength in second quarter and second half of 2026 sales May 14, 2026, FRISCO, TX – GameSquare Holdings, Inc. (NASDAQ: GAME), (“GameSquare”, or the “Company”), today announced financial results for the three months end

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 14, 2026 GameSquare Holdings,

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 14, 2026 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39389 99-1946435 (State or other jurisdiction of incorporation) (Commission

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, 2026 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

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

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

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

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

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

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

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

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

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 10, 2026 GameSquare Holding

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 10, 2026 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39389 99-1946435 (State or other jurisdiction of incorporation) (Commissio

GameSquare Expands Share Repurchase Authorization to $15 Million Increased buyback reflects accelerating profitability, strong balance sheet, and confidence in GameSquare’s long-term earnings power

Exhibit 99.1 GameSquare Expands Share Repurchase Authorization to $15 Million Increased buyback reflects accelerating profitability, strong balance sheet, and confidence in GameSquare’s long-term earnings power FRISCO, TX, April 14, 2026 — GameSquare Holdings, Inc. (NASDAQ: GAME) (“GameSquare” or the “Company”) today announced that the Company’s Board of Directors has authorized an increase in its

AMENDMENT NO. 1 TO THE BYLAWS OF GAMESQUARE HOLDINGS, INC.

Exhibit 3.1 AMENDMENT NO. 1 TO THE BYLAWS OF GAMESQUARE HOLDINGS, INC. The Bylaws (“Bylaws”) of GameSquare Holdings, Inc. (the “Corporation”), are hereby amended as follows, effective April 10, 2026: 1. Section 1.5 of the Bylaws of the Corporation is hereby amended and restated in its entirety to read as follows: “1.5 Quorum. Except as otherwise provided by law, the Certificate of Incorporation or

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 8, 2026 GameSquare Holdings

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 8, 2026 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39389 99-1946435 (State or other jurisdiction of incorporation) (Commission

GameSquare Achieves First Positive Adjusted EBITDA Quarter in Fourth Quarter, Marking Inflection to Operating Profitability Fourth quarter 2025 revenue up 142% to $18.5 million and net loss from continuing operations of $28.2 million; achieves positi

Exhibit 99.1 GameSquare Achieves First Positive Adjusted EBITDA Quarter in Fourth Quarter, Marking Inflection to Operating Profitability Fourth quarter 2025 revenue up 142% to $18.5 million and net loss from continuing operations of $28.2 million; achieves positive adjusted EBITDA of $1.7 million, or 9.4% of reported fourth quarter revenue Fourth quarter proforma adjusted EBITDA, including the acq

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries As of April 8, 2026, the following is a list of the subsidiaries of GameSquare Holdings, Inc.: Subsidiaries Jurisdiction of Incorporation FaZe Holdings, Inc. FaZe Clan Inc. USA USA LA Peripherals Inc. USA Faze Media Holdings LLC USA Stream Hatchet S.L. Spain SideQik Inc. USA Vemba Media Technologies Private Limited India GameSquare Esports (USA) Inc. USA GCN Inc.

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, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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, 2025 ☐ 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

GameSquare Granted 180-Day Extension by Nasdaq to Regain Compliance with Minimum Bid Price Requirement

Exhibit 99.1 GameSquare Granted 180-Day Extension by Nasdaq to Regain Compliance with Minimum Bid Price Requirement FRISCO, TX, March 11, 2026 — GameSquare Holdings, Inc. (NASDAQ: GAME) (“GameSquare” or “the Company”) today announced that on March 10, 2026, it received notification from The Nasdaq Stock Market LLC (“Nasdaq”) that Nasdaq approved the Company’s request for an additional 180-calendar

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 10, 2026 GameSquare Holding

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 10, 2026 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or other Jurisdiction of Incorporation) (Commissio

CERTIFICATE OF DESIGNATION OF SERIES A-2 CONVERTIBLE PREFERRED STOCK OF GAMESQUARE HOLDINGS, INC.

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A-2 CONVERTIBLE PREFERRED STOCK OF GAMESQUARE HOLDINGS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, GameSquare Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, does he

ASSET PURCHASE AGREEMENT BEN GROUP, INC., TubeBuddy, LLC, TUBEBUDDY, INC., GAMESQUARE HOLDINGS, INC. dated as of February 20, 2026 TABLE OF CONTENTS

Exhibit 10.1 ASSET PURCHASE AGREEMENT between BEN GROUP, INC., TubeBuddy, LLC, TUBEBUDDY, INC., and GAMESQUARE HOLDINGS, INC. dated as of February 20, 2026 TABLE OF CONTENTS ARTICLE I DEFINITIONS 5 ARTICLE II PURCHASE AND SALE 12 Section 2.01 Purchase and Sale of Assets. 12 Section 2.02 Excluded Assets. 13 Section 2.03 Assumed Liabilities. 14 Section 2.04 Excluded Liabilities. 14 Section 2.05 Purc

GameSquare Announces Acquisition of Leading Creator Technology Platform TubeBuddy Transaction Strengthens GameSquare’s Position at the Center of Creator, Gaming, and Digital Media Ecosystems GameSquare Expects Revenue of $85-$90 Million, and Positive

Exhibit 99.1 FOR IMMEDIATE RELEASE GameSquare Announces Acquisition of Leading Creator Technology Platform TubeBuddy Transaction Strengthens GameSquare’s Position at the Center of Creator, Gaming, and Digital Media Ecosystems GameSquare Expects Revenue of $85-$90 Million, and Positive Adjusted EBITDA of $5+ Million in 2026 Frisco, Texas, February 23, 2026 — GameSquare Holdings, Inc. (“GameSquare”

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 20, 2026 among GameSquare Holdings, Inc., a Delaware corporation (the “Company”), and the persons identified on Schedule A hereto (collectively, the “Investors” and, each individually, an “Investor”). WHEREAS, the Company and the Investors are parties to an Asset

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 20, 2026 GameSquare Hold

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 20, 2026 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39389 99-1946435 (State or other jurisdiction of incorporation) (Commis

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 2, 2026 GameSquare Holdi

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 2, 2026 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or Other Jurisdiction of Incorporation) (Commiss

GAMESQUARE HOLDINGS, INC. 2024 STOCK INCENTIVE PLAN As amended on March 12, 2025 ARTICLE 1 PURPOSE

Exhibit 99.1 GAMESQUARE HOLDINGS, INC. 2024 STOCK INCENTIVE PLAN As amended on March 12, 2025 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. Cap

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of February 2, 2026 (“Agreement”), is between GameSquare Esports (USA), Inc., a Nevada corporation (“Company”), having its principal offices at 6775 Cowboys Way, Suite 1335, Frisco, TX 75034, and Amaree Vichairattanawong, (“Employee”). In consideration of Employee’s employment with Company, Employee hereby agrees to be bound by

Calculation of Filing Fee Tables Form S-8 (Form Type) GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) GameSquare Holdings, Inc.

EX-99.1

Exhibit 99.1

As filed with the Securities and Exchange Commission on February 6, 2026

As filed with the Securities and Exchange Commission on February 6, 2026 Registration No.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made as of this 1st day of January, 2026 (the “Effective Date”), by and between GameSquare Holdings Inc. (the “Employer” or “Company”), an entity incorporated under the laws of the State of Delaware, and Justin Paul Kenna, an individual (the “Executive”). Company and Executiv

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 16, 2026 GameSquare Holdi

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 16, 2026 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or Other Jurisdiction of Incorporation) (Commiss

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 31, 2025 GameSquare Hold

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 31, 2025 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39389 99-1946435 (State or Other Jurisdiction of Incorporation) (Commis

Lou Schwartz 510 Valley Road Atlanta, GA 30305

Exhibit 10.1 John Wilk GeneralCounsel [email protected] Dated as of December 31, 2025 Lou Schwartz 510 Valley Road Atlanta, GA 30305 Re: Separation Agreement Lou, This separation agreement (the “Separation Agreement”) is made as of the date set for above between you (“Employee”) and GameSquare Holdings, Inc. (“Company”). Reference is made to the employment agreement between Employee and Company

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 4, 2025 GameSquare Holdi

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 4, 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

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, 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 HOLD

GameSquare Holdings Reports 2025 Third Quarter Results Net income from continuing operations of $5.9 million in Q3 2025 Gross margin increased 20.0% sequentially to 49.4% Balance sheet at September 30, 2025, strongest in the Company’s history with $8

Exhibit 99.1 GameSquare Holdings Reports 2025 Third Quarter Results Net income from continuing operations of $5.9 million in Q3 2025 Gross margin increased 20.0% sequentially to 49.4% Balance sheet at September 30, 2025, strongest in the Company’s history with $81.5 million in DAT assets and cash, no debt and shareholders’ equity of $78.7 million Management expects continued positive momentum in Q

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, 2025 GameSquare Hold

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, 2025 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39389 99-1946435 (State or other jurisdiction of incorporation) (Commis

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 4, 2025 GameSquare Holdi

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 4, 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

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

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

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

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

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

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

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

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

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 7, 2025 GameSquare Holdin

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 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) (Commissi

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

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

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

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

EX-99.1

Exhibit 99.1

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): September 22, 2025 GameSquare Hol

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): September 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) (Commi

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

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

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): September 10, 2025 GameSquare Hol

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): September 10, 2025 GameSquare Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39389 99-1946435 (State or other jurisdiction of incorporation) (Commi

GameSquare Announces Acquisition of Click Management, Profitably Expanding Talent Capabilities Acquisition of high-performing agency expected to be accretive to profitability in 2025 As part of the integration, GameSquare to divest Frankly Media, and

Exhibit 99.1 GameSquare Announces Acquisition of Click Management, Profitably Expanding Talent Capabilities Acquisition of high-performing agency expected to be accretive to profitability in 2025 As part of the integration, GameSquare to divest Frankly Media, and consolidate Sideqik into Stream Hatchet Management expects second half of 2025 proforma revenue of $36.8 million, and adjusted EBITDA of

EQUITY PURCHASE AGREEMENT BY AND AMONG GAMESQUARE HOLDINGS, INC., THE SELLERS NAMED HEREIN GRACE WATKINS, AS REPRESENTATIVE OF THE SELLERS Dated as of September 11, 2025 TABLE OF CONTENTS

Exhibit 2.1 EQUITY PURCHASE AGREEMENT BY AND AMONG GAMESQUARE HOLDINGS, INC., THE SELLERS NAMED HEREIN AND GRACE WATKINS, AS REPRESENTATIVE OF THE SELLERS Dated as of September 11, 2025 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 13 Section 1.3 Construction 14 Article II PURCHASE AND SALE 15 Section 2.1 The Purchase and Sale 15 Section 2.2

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

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

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 Holdin

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

LETTER

August 25, 2025 Justin Kenna Chief Executive Officer GameSquare Holdings, Inc. 6775 Cowboys Way, Ste. 1335 Frisco, Texas 75034 Re: GameSquare Holdings, Inc. Preliminary Proxy Statement on Schedule 14A Filed August 4, 2025 File No. 001-39389 Dear Justin Kenna: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy

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

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

* * *

August 22, 2025 Alan A. Lanis, Jr. direct dial: 310.442.8828 [email protected] Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Attn: Rebekah Reed and Donald Field Re: GameSquare Holdings, Inc. Preliminary Proxy Statement on Schedule 14A Filed August 4, 2025 File No. 001-39389 Ms. Reed and Mr. Field: On behalf of GameSquare Holdi

LETTER

August 19, 2025 Justin Kenna Chief Executive Officer GameSquare Holdings, Inc. 6775 Cowboys Way, Ste. 1335 Frisco, Texas 75034 Re: GameSquare Holdings, Inc. Preliminary Proxy Statement on Schedule 14A Filed August 4, 2025 File No. 001-39389 Dear Justin Kenna: We have reviewed your filing and have the following comment(s). Please respond to this letter within ten business days by providing the requ

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

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 Holdin

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

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

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,

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

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

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

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

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

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 Holding

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

Subscription Agreement between GameSquare Holdings, Inc. and Robert Leshner dated as of July 24, 2025.

Exhibit 10.1

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

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

Certificate of Designation of Series A-1 Convertible Preferred Stock of GameSquare Holdings, Inc., dated as of July 24, 2025.

Exhibit 3.1

Consent and Waiver of Series A-1 Preferred Stock Equity Issuance by Lucid Capital Markets, LLC, dated as of July 23, 2025.

Exhibit 10.2

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)

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

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

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

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, 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): 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

Underwriting Agreement between GameSquare Holdings, Inc., and Lucid Capital Markets, LLC dated July 17, 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

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

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.

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

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

Form of Pre-Funded Warrant

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

Underwriting Agreement between GameSquare Holdings, Inc., and Lucid Capital Markets, LLC dated July 7, 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.,

GAMESQUARE HOLDINGS, INC. 4,692,866 shares of Common Stock Pre-Funded Warrants to Purchase 3,728,188 shares of Common Stock

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

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)

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 Ini

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

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, 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): 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

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

Other Events

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

The date of this prospectus supplement is June 27, 2025. TABLE OF CONTENTS OF THE PROSPECTUS SUPPLEMENT

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

At-The-Market Sales Agreement between GameSquare Holdings, Inc., and ThinkEquity LLC dated 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

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

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

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

Form of Indenture.

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

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.

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Table Form S-3 (Form Type) GameSquare Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1)

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

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 Holding

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

Stipulation and Agreement of Settlement, Compromise and Release dated as of February 13, 2025.

Exhibit 99.1

Summary Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing and Right to Appear.

Exhibit 99.2

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.

Description of Securities (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K filed with the SEC on 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

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

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

EXCHANGE AGREEMENT

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

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

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

Security Agreement, dated as of March 25, 2025, by and between GameSquare Holdings, Inc. and Blue & Silver Ventures, Ltd.

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

Promissory Note, dated as of March 25, 2025, by and between GameSquare Holdings, Inc. and Blue & Silver Ventures, Ltd.

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

GameSquare Accelerates Growth of Gaming and Esports Experiences Business and Divests Remaining Stake of FaZe Media

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

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

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

LETTER

March 11, 2025 Justin Kenna Chief Executive Officer GameSquare Holdings, Inc. 6775 Cowboys Way, Ste. 1335 Frisco, TX 75034 Re: GameSquare Holdings, Inc. Registration Statement on Form S-3 Filed March 4, 2025 File No. 333-285543 Dear Justin Kenna: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for

Form of Indenture.

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

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.

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Table Form S-3 (Form Type) GameSquare Holdings, Inc.

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

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

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

Form of Promissory Note (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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)

Note Purchase Agreement, dated November 13, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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

Form of Convertible Note (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on 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

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 Hold

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

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 t

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

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

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 Holdi

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

Standstill and Repayment Agreement by and between GameSquare Holdings, Inc. and YA II PN, Ltd., dated as of November 5, 2024. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 7, 2024).

Exhibit 10.1

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition

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

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 fro

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

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

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

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 Q

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

Results of Operations and Financial Condition, 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): 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

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,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

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.

Exhibit Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GameSquare Holdings, Inc.

LETTER

July 23, 2024 Justin Kenna Chief Executive Officer GameSquare Holdings, Inc. 6775 Cowboys Way, Ste. 1335 Frisco, Texas 75034 Re: GameSquare Holdings, Inc. Registration Statement on Form S-1 Filed July 18, 2024 File No. 333-280863 Dear Justin Kenna: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests f

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.

Exhibit Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GameSquare Holdings, Inc.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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

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 Outstandi

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

Form of Convertible Promissory Note issued to YA II PN, Ltd. (incorporated by reference to Exhibit 10.2 to Registrant’s Amendment No. 1 to Current Report on Form 8-K/A filed with the SEC on 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

Standby Equity Purchase Agreement, dated July 8, 2024, between GameSquare Holdings, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to Registrant’s Amendment No. 1 to Current Report on Form 8-K/A filed with the SEC on 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

Registration Rights Agreement, dated July 8, 2024, between GameSquare Holdings, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed with the SEC on 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

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

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, 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): 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

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 Outstand

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

Standby Equity Purchase Agreement, dated July 8, 2024, between GameSquare Holdings, Inc. and YA II PN, Ltd.

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

Regulation FD Disclosure, 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 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

Amended and Restated License Agreement by and between the Company and FaZe Media, Inc. (incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K filed with the SEC on 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

Purchaser Voting Proxy by and between FaZe Media Holdings, LLC and M40A3 LLC (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the SEC on 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-

Secondary Preferred Stock Purchase Agreement, dated as of June 17, 2024, by and among FaZe Media Holdings, LLC, M40A3 LLC, Gigamoon Media LLC, and FaZe Media, Inc. (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on 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

Seller Voting Proxy by and between FaZe Media Holdings, LLC and M40A3 LLC (incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed with the SEC on 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,

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

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

Security Agreement, dated as of May 31, 2024, by and between Frankly Media LLC and XPR Media LLC (incorporated by reference to Exhibit 10.6 to Registrant’s Current Report on Form 8-K filed with SEC on 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

Promissory Note, dated as of May 31, 2024, by and between Frankly Media LLC and UNIV, Ltd. (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with SEC on 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

Security Agreement, dated as of May 31, 2024, by and between Frankly Media LLC and UNIV, Ltd. (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with SEC on 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

Asset Purchase Agreement, dated as of May 31, 2024, by and between Frankly Media LLC and XPR Media LLC (incorporated by reference to Exhibit 2.2 to Registrant’s Current Report on Form 8-K filed with SEC on 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

Promissory Note, dated as of May 31, 2024, by and between Frankly Media LLC and XPR Media LLC (incorporated by reference to Exhibit 10.5 to Registrant’s Current Report on Form 8-K filed with SEC on 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

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

Service Order, dated as of May 31, 2024, by and between Frankly Media LLC and UNIV, Ltd. (incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K filed with SEC on 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

Asset Purchase Agreement, dated as of May 31, 2024, by and between Frankly Media LLC and UNIV, Ltd. (incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed with SEC on 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

Transition Services Agreement, dated as of May 31, 2024, by and between Frankly Media LLC and UNIV, Ltd. (incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed with SEC on 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

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) GameSquare Holdings, Inc.

GameSquare Holdings, Inc. 2024 Stock Incentive Plan (incorporated by reference to Exhibit 4.7 to Registrant’s Registration Statement on Form S-8 (File No. 333-279623), filed with the SEC on 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 GameSquare Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter)

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

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

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, 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): 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

Contribution Agreement, dated May 15, 2024, by and among the Company, FaZe Holdings Inc., Faze Media Holdings, LLC and FaZe Media Inc. (incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed with the SEC on 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

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

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

Trademark and License Agreement, dated May 15, 2024, between the Company and Faze Media, Inc. (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on 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

Registration Rights Agreement, dated May 15, 2024, between the Company and Faze Media Inc. (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the SEC on 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 “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-55157

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

Amended and Restated Employment Agreement, dated July 7, 2023, between the Registrant and Justin Kenna (incorporated by reference to Exhibit 10.18 to the Registrants Amendment No. 1 to Annual Report on Form 10-K, filed with the SEC on 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

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

Employment Agreement, dated July 7, 2023, between the Registrant and Lou Schwartz (incorporated by reference to Exhibit 10.19 to the Registrants Amendment No. 1 to Annual Report on Form 10-K, filed with the SEC on 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

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

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

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

Clawback Policy (incorporated by reference to Exhibit 32.2 to the Registrant’s Annual Report on Form 10-K filed with the SEC on 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

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

Description of Securities (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed with the SEC on 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

Subsidiaries of GameSquare Holdings, Inc (incorporated by reference to Exhibit 21 to the Registrant’s Annual Report on Form 10-K filed with the SEC on 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.

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:

Certificate of Incorporation of GameSquare Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on 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

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on 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

Bylaws of GameSquare Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on 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

Form of PIPE Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on 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

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

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on 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

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

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

Warrant to Purchase Common Shares, dated as of March 8, 2024, by and between GameSquare Holdings, Inc. and Goff Jones Strategic Partners, LLC (f/k/a Goff & Jones Lending Co, LLC).

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

Warrant to Purchase Common Shares, dated as of March 8, 2024, by and between GameSquare Holdings, Inc. and Travis Goff.

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

Subscription Agreement, dated as of March 4, 2024, by and between GameSquare Holdings, Inc. and Travis Goff.

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

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.

Subscription Agreement, dated as of March 4, 2024, by and between GameSquare Holdings, Inc. and Goff Jones Strategic Partners, LLC (f/k/a Goff & Jones Lending Co, LLC).

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

Security Agreement, dated as of March 1, 2024, by and between Global Esports Properties, LLC and GameSquare Esports (USA), Inc. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on 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

Regulation FD Disclosure, 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): 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)

Membership Interest Purchase Agreement, dated as of March 1, 2024, by and among Global Esports Properties, LLC, GameSquare Esports (USA), Inc., and GameSquare Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on 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

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 asse

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

Secured Promissory Note, dated as of March 1, 2024, by and between Global Esports Properties, LLC and GameSquare Esports (USA), Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on 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

Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders, Other Events, 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): 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

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

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

Other Events

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

GameSquare Announces Special Meeting of Stockholders to Vote on Plan of Merger with FaZe Holdings Special meeting to take place on February 27, 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.

GameSquare Holdings, Inc.

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

Current Report

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

Notice of Special Meeting of Shareholders.

Exhibit 99.1

Form of Proxy.

Exhibit 99.3

Notice of Special Meeting and Management Information Circular.

Exhibit 99.2

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

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

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

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

Form F-4

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

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

VIA EDGAR

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

Amendment No. 1 to the Asset Purchase Agreement, dated as of December 15, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2024).

Exhibit 10.2

Security Agreement, dated as of December 29, 2023, by and between GameSquare Holdings, Inc. and King Street Partners LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2024).

Exhibit 10.6

Amendment No. 3 to the Asset Purchase Agreement, dated as of December 27, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2024).

Exhibit 10.4

Convertible Note, dated as of December 29, 2023, by and between GameSquare Holdings, Inc. and King Street Partners LLC. (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2024).

Exhibit 10.5

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

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

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

Asset Purchase Agreement, dated as of November 10, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2024).

Exhibit 10.1

Amendment No. 2 to the Asset Purchase Agreement, dated as of December 22, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2024).

Exhibit 10.3

LETTER

United States securities and exchange commission logo December 28, 2023 Justin Kenna Chief Executive Officer GameSquare Holdings, Inc.

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

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

First Amendment to Agreement and Plan of Merger, dated as of December 19, 2023, by and among Registrant, GameSquare Merger Sub I, Inc., and FaZe Holdings Inc. (incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 6-K, filed with the SEC on 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

Description of Common Shares

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

Registrant’s Amended and Restated Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 4.3 to the Registrant’s Amendment No. 1 to Annual Report on Form 20-F, filed with the SEC on 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

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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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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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