Goff Capital Amends Stake in GameSquare Holdings

TL;DR

Goff Capital just updated their GameSquare stake - watch this space.

AI Summary

Goff Capital, Inc. and its affiliates, including John C. Goff, have filed an amendment (No. 3) to their Schedule 13D regarding GameSquare Holdings, Inc. as of August 30, 2024. The filing indicates a change in beneficial ownership, with the group now holding a significant stake in the company. The filing also lists former company names for GameSquare Holdings, Inc., including Engine Gaming & Media, Inc., Engine Media Holdings, Inc., and Torque Esports Corp.

Why It Matters

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

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant holders can lead to increased volatility and uncertainty regarding the company's future.

Key Players & Entities

• Goff Capital, Inc. (company) — Filing entity
• John C. Goff (person) — Key individual associated with filing entities
• GameSquare Holdings, Inc. (company) — Subject company
• Engine Gaming & Media, Inc. (company) — Former name of subject company
• Engine Media Holdings, Inc. (company) — Former name of subject company
• Torque Esports Corp. (company) — Former name of subject company

FAQ

Key Financial Figures

• $1.10 — Common Shares, at an exercise price of $1.10 per share, subject to vesting as follow
• $1.55 — e basis for Common Shares at a price of $1.55 per share and will expire five years af

Filing Documents

• d868675dsc13da.htm (SC 13D/A) — 145KB
• 0001193125-24-211067.txt ( ) — 146KB

of the

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following: The Warrants issued pursuant to the Subscription Agreements become exercisable on September 8, 2024. As a result, the beneficial ownership of certain of the Reporting Persons may be deemed to have increased on July 10, 2024, the date on which the Warrants became exercisable within 60 days. On August 16, 2024, the Issuer granted Travis Goff, in consideration for his service on the Issuers board of directors, an option to purchase 129,246 Common Shares, at an exercise price of $1.10 per share, subject to vesting as follows: (i) 91,746 shares were vested on the date of grant, (ii) 18,750 shares vest on September 30, 2024, and (iii) 18,750 shares vest on December 31, 2024. Item5. Interest in Securities of the Issuer.

of the Schedule 13D is amended and restated to read as follows

Item 5 of the Schedule 13D is amended and restated to read as follows: (a) - (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of Common Shares and percentage of Common Shares beneficially owned by each of the Reporting Persons, as well as the number of Common Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 31,193,243 Common Shares outstanding based on information from the Issuer provided to the Reporting Persons on August 12, 2024 and the RSUs, options and warrants, if any, beneficially owned by the reporting person if convertible to Common Shares within 60 days of this Schedule 13D (with such securities treated as converted into Common Shares only for purposes of computing the percentage ownership of the reporting person pursuant to the Exchange Act). Reporting Person Amount beneficially owned Percent of class Sole power to vote or to direct the vote Shared power to vote or to direct the vote Sole power to dispose or to direct the disposition Shared power to dispose or to direct the disposition Goff Family Investments, LP 221,227 0.7 % 0 221,227 0 221,227 Goff Capital, Inc. 221,227 0.7 % 0 221,227 0 221,227 JCG 2016 Holdings, LP 6,121,426 19.2 % 0 6,121,426 0 6,121,426 JCG 2016 Management, LLC 6,121,426 19.2 % 0 6,121,426 0 6,121,426 John C. Goff 2010 Family Trust 6,342,653 19.9 % 0 6,342,653 0 6,342,653 Goff Jones Strategic Partners, LLC 4,964,029 15.6 % 0 4,964,029 0 4,964,029 John C. Goff 6,342,653 19.9 % 0 6,342,653 0 6,342,653 Travis Goff 168,385 0.5 % 168,385 0 168,385 0 Holdings is the record holder of 1,157,397 Common Shares. Travis Goff is the record holder o

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: August 30, 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 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