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GameSquare Holdings, Inc. – ‘6-K’ for 12/22/23

On:  Friday, 12/22/23, at 4:15pm ET   ·   For:  12/22/23   ·   Accession #:  1493152-23-45920   ·   File #:  1-39389

Previous ‘6-K’:  ‘6-K’ on / for 12/19/23   ·   Latest ‘6-K’:  This Filing   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/22/23  GameSquare Holdings, Inc.         6-K        12/22/23    2:40K                                    M2 Compliance LLC/FA

Current, Quarterly or Annual Report by a Foreign Issuer   —   Form 6-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Current, Quarterly or Annual Report by a Foreign    HTML     19K 
                Issuer                                                           
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML     20K 
                Liquidation or Succession                                        


‘6-K’   —   Current, Quarterly or Annual Report by a Foreign Issuer


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 

 

 

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 principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 
 

 

Amendment to Merger Agreement

 

As previously disclosed, on October 19, 2023, GameSquare Holdings, Inc. (“GameSquare”), entered into an Agreement and Plan of Merger (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 GameSquare ( “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 GameSquare. The Merger Agreement contained, among other things, mutual termination rights for FaZe and GameSquare in the event the Merger is not completed by December 31, 2023 (the “End Date”).

 

On December 19, 2023, GameSquare, FaZe and Merger Sub entered into a First Amendment to Agreement and Plan of Merger (the “Amendment”), pursuant to which the End Date was extended from December 31, 2023 to February 15, 2024. Other than as expressly modified by the Amendment, the Merger Agreement (which was filed as Exhibit 2.1 to the Current Report on Form 6-K filed by GameSquare with the Securities Exchange Commission on October 20, 2023) remains in full force and effect.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 6-K and is incorporated herein by reference.

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  GAMESQUARE HOLDINGS, INC.
  (Registrant)
     
Date: December 22, 2023 By: /s/ Justin Kenna
  Name: Justin Kenna
  Title: Chief Executive Officer and Director

 

 
 

  

EXHIBIT INDEX

 

Exhibit  

 

Description

2.1   First Amendment to Agreement and Plan of Merger, dated as of December 19, 2023, by and among GameSquare Holdings, Inc., GameSquare Merger Sub I, Inc., and FaZe Holdings Inc.

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘6-K’ Filing    Date    Other Filings
2/15/24
12/31/23
Filed on / For Period end:12/22/23
12/19/236-K
10/20/236-K
10/19/23
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/30/24  GameSquare Holdings, Inc.         10-K/A     12/31/23   14:969K                                   M2 Compliance LLC/FA
 4/16/24  GameSquare Holdings, Inc.         10-K       12/31/23  110:9.8M                                   M2 Compliance LLC/FA
 3/13/24  GameSquare Holdings, Inc.         8-K:1,2,3,5 3/07/24   16:1M                                     M2 Compliance LLC/FA
 3/11/24  Goff John C                       SC 13D/A               5:505K GameSquare Holdings, Inc.         Donnelley … Solutions/FA
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Filing Submission 0001493152-23-045920   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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