Goff Capital Group Amends Stake in GameSquare Holdings

TL;DR

Goff Capital group updated their GameSquare Holdings stake on 3/11/24 - watch for strategic moves.

AI Summary

Goff Capital, Inc. and its affiliates, including John C. Goff, have filed an amendment (No. 2) to their Schedule 13D concerning GameSquare Holdings, Inc. as of March 11, 2024. The filing indicates a change in beneficial ownership, with the group now holding a significant stake in the company. The group members include various investment and holdings entities managed by or related to John C. Goff.

Why It Matters

This filing signals a potential shift in control or influence over GameSquare Holdings, Inc. by the Goff Capital group, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor intent or significant strategic shifts, introducing uncertainty.

Key Players & Entities

• Goff Capital, Inc. (company) — Filing entity and group member
• John C. Goff (person) — Key individual associated with filing group
• GameSquare Holdings, Inc. (company) — Subject company
• Goff Family Investments, LP (company) — Group member
• Goff Jones Strategic Partners, LLC (company) — Group member
• Goff Nextgen Holdings, LLC (company) — Group member
• JCG 2016 Holdings, LP (company) — Group member
• JCG 2016 Management, LLC (company) — Group member
• John C. Goff 2010 Family Trust (company) — Group member
• Travis Goff (person) — Associated individual

FAQ

Key Financial Figures

• $10,000,000, b — in an aggregate amount of no more than $10,000,000, by agreeing pursuant to the Backstop Agre
• $1.39 — f Common Shares for a purchase price of $1.39 per share and an aggregate purchase pri
• $6.0 million — hare and an aggregate purchase price of $6.0 million and 647,482 warrants, with an exercise
• $1.55 — 482 warrants, with an exercise price of $1.55 per Common Shares, for no additional co
• $50,000 — hare and an aggregate purchase price of $50,000 and 5,395 warrants, with an exercise pr

Filing Documents

• d729600dsc13da.htm (SC 13D/A) — 171KB
• d729600dex99v.htm (EX-99.V) — 112KB
• d729600dex99vi.htm (EX-99.VI) — 111KB
• d729600dex99vii.htm (EX-99.VII) — 54KB
• d729600dex99viii.htm (EX-99.VIII) — 53KB
• g729600dsp0057.jpg (GRAPHIC) — 1KB
• 0001193125-24-064942.txt ( ) — 505KB

of Amendment No. 1 is hereby amended and restated to read in full as follows

Item 2 of Amendment No. 1 is hereby amended and restated to read in full as follows: The Schedule 13D is being filed by the following persons (each a Reporting Person and, collectively, the Reporting Persons ): Goff NextGen Holdings, LLC ( Goff NextGen ); Goff Family Investments, LP ( Family Investments ); Goff Capital, Inc. ( Goff Capital ); John C. Goff 2010 Family Trust ( Goff Family Trust ); JCG 2016 Holdings, LP ( Holdings ); JCG 2016 Management, LLC ( Holdings GP ); Goff Jones Strategic Partners, LLC (f/k/a Goff & Jones Lending Co, LLC) ( Goff Jones ) Travis Goff; and John C. Goff. Each of the Reporting Persons, except Family Investments, Goff Jones, John C. Goff and Travis Goff, is organized under the laws of the State of Texas. Goff NextGen and Holdings GP are limited liability companies. Goff Capital is a corporation. Holdings is a limited partnership. Goff Family Trust is a Texas trust. Family Investments is a limited partnership organized under the laws of the State of Delaware. Goff Jones is a limited liability company organized under the laws of the State of Delaware. John C. Goff and Travis Goff are citizens of the United States. Travis Goff serves as a member of the Board of Directors of the Issuer (the Board ). The address of the principal office of the Reporting Persons is 500 Commerce St., Suite 700, Fort Worth, Texas 76102. The principal business of John C. Goff is investing in and managing securities and real estate assets. The principal business of Travis Goff is serving as an executive of investment companies. The remaining Reporting Persons are principally engaged in the business of investments in securities, including in securities of the Issuer. Each of the Reporting Persons files this Schedule 13D jointly. The Reporting Persons are filing this Statement jointly, as they may be considered a group under Section 13(d)(3) of the Securities and Exchange Act of 1934 (the Exchange Act ). However, neither the fact of this f

of the Original Schedule 13D and Amendment No. 1 is hereby amended and supplemented to include the following

Item 4 of the Original Schedule 13D and Amendment No. 1 is hereby amended and supplemented to include the following: Merger Agreement with FaZe Holdings Inc. On October 19, 2023, the Issuer entered into an Agreement and Plan of Merger, as amended and supplemented by a First Amendment to the Agreement and Plan of Merger, dated December 19, 2023 (as so amended, the Merger Agreement ), with FaZe Holdings Inc., a Delaware corporation ( FaZe ), and GameSquare Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer ( Merger Sub ), pursuant to which, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into FaZe (the Merger ), with FaZe surviving such Merger as a wholly-owned subsidiary of the Issuer. The Merger Agreement contains customary representations, warranties, covenants and conditions precedent of the parties. The Merger Agreement contains customary mutual termination rights for the Issuer and FaZe, including if the Merger is not completed by February 15, 2024 (the End Date ), and if either of the required stockholder approvals by the Issuer stockholders or the FaZe stockholders is not obtained. Faze and the Issuer received the required stockholder approval for the Merger on February 22, 2024 and February 27, 2024, respectively, and the Merger was completed on March 7, 2024. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Agreement and Plan of Merger and First Amendment to the Agreement and Plan of Merger, which are referenced as Exhibit II and Exhibit III, respectively, to this Schedule 13D and incorporated herein by reference. Backstop Agreement Simultaneously with the execution and delivery of the Merger Agreement, the Issuer and Goff Jones, entered into a Backstop Agreement (the Backstop Agreement ), pursuant to which, among other things, Goff Jones agreed to commit to backstop the contemplated PIPE financing to be consumma

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: March 11, 2024 Travis Goff By: /s/ Travis Goff Name: Travis Goff John C. Goff By: /s/ John C. Goff Name: John C. Goff JCG 2016 Holdings, LP By: its General Partner, JCG 2016 Management LLC By: /s/ John C. Goff Name: John C. Goff Title: Chief Executive Officer Goff Family Investments, LP By: its General Partner, Goff Capital, Inc. By: /s/ John C. Goff Name: John C. Goff Title: Chief Executive Officer Goff Capital, Inc. By: /s/ John C. Goff Name: John C. Goff Title: Chief Executive Officer John C. Goff 2010 Family Trust By: /s/ John C. Goff Name: John C. Goff Title: Sole Trustee Goff NextGen Holdings, LLC By: its Manager, Goff Capital, Inc. By: /s/ John C. Goff Name: John C. Goff Title: Chief Executive Officer JCG 2016 Management, LLC By: /s/ John C. Goff Name: John C. Goff Title: Chief Executive Officer Goff Jones Strategic Partners, LLC By: /s/ Travis Goff Name: Travis Goff Title: Authorized Representative

View Full Filing

View this SC 13D/A filing on SEC EDGAR