GameSquare Holdings Files Proxy Materials

TL;DR

GSQ proxy update, no new fee. Standard shareholder comms.

AI Summary

GameSquare Holdings, Inc. filed a Definitive Additional Materials proxy statement on October 6, 2025. This filing relates to the company's proxy materials, previously filed, and does not involve a new fee. The company was formerly known as Engine Gaming & Media, Inc., Engine Media Holdings, Inc., and Torque Esports Corp.

Why It Matters

This filing indicates that GameSquare Holdings is providing additional information to shareholders regarding proxy matters, which is a standard part of corporate governance and shareholder communication.

Risk Assessment

Risk Level: low — This is a routine filing of additional proxy materials, not indicating any new or unusual risks.

Key Players & Entities

• GameSquare Holdings, Inc. (company) — Registrant
• Engine Gaming & Media, Inc. (company) — Former company name
• Engine Media Holdings, Inc. (company) — Former company name
• Torque Esports Corp. (company) — Former company name

FAQ

Key Financial Figures

• $12.4 million — quisition: Click Management generated $12.4 million in revenue in 2024 and has closed over
• $14.5 million — ond half of 2025, Click will contribute $14.5 million annualized of pro-forma revenue and abo
• $1.2 million — nualized of pro-forma revenue and about $1.2 million of annualized pro-forma EBITDA, before
• $36.8 million — entum On a pro forma basis, we expect $36.8 million in revenue and $2.9 million in adjusted
• $2.9 million — we expect $36.8 million in revenue and $2.9 million in adjusted EBITDA for the second half
• $87.7 million — 2025. As of August 31, 2025, we held $87.7 million in cash and on-chain holdings, with les
• $2 million — h and on-chain holdings, with less than $2 million of debt outstanding. We have divested
• $46.9 million — peration that despite having revenue of $46.9 million in 2024, contributed to an EBITDA loss
• $1.1 million — 2024, contributed to an EBITDA loss of $1.1 million. We are consolidating Sideqik into ou
• $1.25 million — ual operating expenses by approximately $1.25 million. As you can see, we are pruning non-p

Filing Documents

• formdefa14a.htm (DEFA14A) — 41KB
• 0001493152-25-017029.txt ( ) — 42KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy 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 Statement Definitive Additional Materials Soliciting Material under §240.14a-12 GAMESQUARE HOLDINGS, INC. (Name of Registrant as Specified In Its Charter) Name of Person(s) Filing Proxy Statement, if other than the Registrant Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Explanatory Note: On October 2, 2025, GameSquare Holdings, Inc. (the “Company”) issued the following press release in connection with the Company’s 2025 Annual Meeting of Stockholders. A copy of the press release can be found below Justin Kenna Chief Executive Officer justin@gamesquare.com October 2, 2025 Dear Fellow Shareholders, As CEO of GameSquare, I am writing to you today with urgency and conviction. We stand at a pivotal juncture in our Company’s evolution, and your voice matters more now than ever. This letter is both a call to action and an update on the progress we are making. To Unleash GameSquare’s Full Potential We Need Your Vote by October 6 On September 29, 2025, we issued a press release reminding shareholders to vote your shares by October 6, 2025, ahead of our Annual Meeting scheduled for October 7. We ask you to vote FOR all director nominees and all proposing resolutions, including a key statutory merger with a wholly-owned subsidiary. I want to stress that the statutory merger vote is technical in nature, but it is essential. Approving this proposal allows GameSquare to: modernize and simplify our governing documents, provide strategic flexibility to support future growth and capital markets initiatives, and align our governance framework with best-in-class market practices. Let me be clear: your vote matters. Regardless of the size of your holdings, your proxy is powerful. Without broad support, we risk stalling our transformation. Do not allow inertia to undermine the progress we have worked so hard to build. Shareholders who have any questions or require assistance with voting may contact the Company’s proxy solicitation agent and shareholder communications advisor: Laurel Hill Advisory Group Toll Free (North America): 1-888.742.1305 International: +1-416-304-0211 By Email: Jdepinto@laurelhill.com Strategic Progress Acquisition of Click Management & Operational Optimization Since that call to action, we have continued executing with discipline and purpose. On September 11, 2025, GameSquare announced the acquisition of Click Management, a high-performing talent agency, with the expectation that this move will be accretive to profitability in 2025. Key Highlights of the Click Acquisition: Click Management generated $12.4 million in revenue in 2024 and has closed over 545 commercial deals globally. We expect, in the second half of 2025, Click will contribute $14.5 million annualized of pro-forma revenue and about $1.2 million of annualized pro-forma EBITDA, before we realize any operating synergies. GameSquare’s Strong Financial and Operating Position Driving Positive Momentum On a pro forma basis, we expect $36.8 million in revenue and $2.9 million in adjusted EBITDA for the second half of 2025. As of August 31, 2025, we held $87.7 million in cash and on-chain holdings, with less than $2 million of debt outstanding. We have divested Frankly Media, a low-margin operation that despite having revenue of $46.9 million in 2024, contributed to an EBITDA loss of $1.1 million. We are consolidating Sideqik into our Stream Hatchet offering under the unified “Hatchet” brand, reducing annual operating expenses by approximately $1.25 million. As you can see, we are pruning non-performers, integrating high-growth talent infrastructure, and sharpening our cost discipline. The result is a leaner, stronger GameSquare that is primed to scale profitably. Your Vote Is Now a Strategic Lever Our transformation is real and gaining momentum. Every structural upgrade, every acquisition, every divestiture is calibrated to create real shareholder value. But the continued success of our long-term strategic plan is contingent on governance that is modern, agile, and ready to guide a company. By voting FOR our director nominees and proposed resolutions, you are endorsing a bold future: You enable a streamlined corporate structure capable of faster decision-making. You validate the leadership team’s vision. You ensure we have the flexibility to pursue capital raises, strategi

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