GameSquare Holdings Files S-1 Registration

TL;DR

GameSquare (formerly Engine Gaming) filed an S-1, looks like they're raising cash.

AI Summary

GameSquare Holdings, Inc. filed an S-1 registration statement on July 17, 2024, for an unspecified offering. The company, formerly known as Engine Gaming & Media, Inc., is incorporated in Delaware and headquartered in Frisco, Texas. The filing indicates a history of name changes, including Torque Esports Corp. and Engine Media Holdings, Inc.

Why It Matters

This S-1 filing signals GameSquare Holdings' intent to raise capital through a public offering, which could impact its future growth and market position.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company seeking to raise capital, which inherently carries market and execution risks, and the specific details of the offering are not yet fully disclosed.

Key Players & Entities

• GameSquare Holdings, Inc. (company) — Registrant
• July 17, 2024 (date) — Filing Date
• Engine Gaming & Media, Inc. (company) — Former Company Name
• Torque Esports Corp. (company) — Former Company Name
• 6775 Cowboys Way, Ste. 1335 Frisco, Texas 75034 (location) — Principal Executive Offices
• Justin Kenna (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $0.0001 — 0 shares of our common stock, par value $0.0001 per share (“Common Stock”),
• $1.29 — ted sales price of our Common Stock was $1.29 per share. Investing in our securitie
• $1 — 4 units at a purchase price per unit of $1.39, for aggregate gross proceeds of $10
• $10.0 million — $1.39, for aggregate gross proceeds of $10.0 million. Each unit consists of one share of Com
• $1.55 — of Common Stock at an exercise price of $1.55 per share for a period of five years af
• $6.0 million — nounced on October 20, 2023. A total of $6.0 million of securities were issued to Goff Jones
• $20.0 million — cribe for, an aggregate amount of up to $20.0 million of Common Stock, at the Company’s
• $6.5 million — an aggregate principal amount of up to $6.5 million (the “Pre-Paid Advance”) an
• $25,000 — (in cash) to Yorkville in the amount of $25,000. Additionally, the Company agreed to pa
• $200,000 — mpany agreed to pay a commitment fee of $200,000 to Yorkville, payable as follows: (i) $
• $100,000 — 0 to Yorkville, payable as follows: (i) $100,000 payable within three days of the date o
• $1.375 — version price equal to the lower of (i) $1.375 (the “Fixed Price”) or (ii)
• $0.25 — r Price” will be the lower of (i) $0.25 per share or (ii) 20% of the average VW

Filing Documents

• forms-1.htm (S-1) — 1220KB
• ex5-1.htm (EX-5.1) — 11KB
• ex23-1.htm (EX-23.1) — 3KB
• ex23-2.htm (EX-23.2) — 5KB
• ex107.htm (EX-FILING FEES) — 17KB
• forms-1_001.jpg (GRAPHIC) — 5KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• 0001493152-24-028234.txt ( ) — 1271KB

RISK FACTORS

RISK FACTORS 7 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 8 USE OF PROCEEDS 15 SELLING STOCKHOLDERS 16 PLAN OF DISTRIBUTION 18 LEGAL MATTERS 19 EXPERTS 19 WHERE YOU CAN FIND MORE INFORMATION 19 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 20 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Stockholders (or their pledgees, donees, transferees or other successors-in-interest) may, from time to time, sell or otherwise dispose of the securities described in this prospectus in one or more offerings. We will not receive any proceeds from the sale by such Selling Stockholders of the securities offered by them described in this prospectus. This prospectus provides you with a general description of the shares of Common Stock that the Selling Stockholders may sell or otherwise dispose of. You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information provided in the prospectus supplement. Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement. Neither we nor the Selling Stockholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the

View Full Filing

View this S-1 filing on SEC EDGAR