0001493152-24-010834.txt : 20240321 0001493152-24-010834.hdr.sgml : 20240321 20240321175855 ACCESSION NUMBER: 0001493152-24-010834 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240307 FILED AS OF DATE: 20240321 DATE AS OF CHANGE: 20240321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hamilton Paul CENTRAL INDEX KEY: 0001938019 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39389 FILM NUMBER: 24772564 MAIL ADDRESS: STREET 1: C/O FAZE HOLDINGS INC. STREET 2: 720 N CAHUENGA BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90038 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GameSquare Holdings, Inc. CENTRAL INDEX KEY: 0001714562 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0831 BUSINESS ADDRESS: STREET 1: 6775 COWBOYS WAY, STE. 1335 CITY: FRISCO STATE: TX ZIP: 75034 BUSINESS PHONE: 212-931-1200 MAIL ADDRESS: STREET 1: 6775 COWBOYS WAY, STE. 1335 CITY: FRISCO STATE: TX ZIP: 75034 FORMER COMPANY: FORMER CONFORMED NAME: Engine Gaming & Media, Inc. DATE OF NAME CHANGE: 20211019 FORMER COMPANY: FORMER CONFORMED NAME: Engine Media Holdings, Inc. DATE OF NAME CHANGE: 20200818 FORMER COMPANY: FORMER CONFORMED NAME: Torque Esports Corp. DATE OF NAME CHANGE: 20200102 3 1 ownership.xml X0206 3 2024-03-07 0 0001714562 GameSquare Holdings, Inc. GAME 0001938019 Hamilton Paul C/O GAMESQUARE HOLDINGS, INC. 6775 COWBOYS WAY, STE. 1335 FRISCO TX 75034 1 0 0 0 Common Stock 503003 I See Footnote Restricted Stock Award 0.00 Common Stock 34132 D On March 7, 2024, GameSquare Holdings, Inc., a Delaware corporation ("GameSquare"), consummated the previously announced merger (the "Closing") with FaZe Holdings Inc., a Delaware corporation ("FaZe"), pursuant to that certain Agreement and Plan of Merger, dated October 19, 2023 (as amended, the "Merger Agreement"), by and among the Company, FaZe and GameSquare Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of GameSquare ("Merger Sub"). The consummation of the Merger involved (i) prior to the Closing, the continuance of GameSquare from the laws of the Province of British Columbia to the laws of the State of Delaware so as to become a Delaware corporation and (ii) the merger of Merger Sub with and into FaZe, with FaZe continuing as the surviving corporation and wholly owned subsidiary of GameSquare (the "Merger"), as well as the other transactions contemplated in the Merger Agreement. At the effective time of the Merger, each outstanding share of FaZe common stock, par value $0.0001 per share (the "FaZe Common Stock") issued and outstanding immediately prior to the effective time (other than shares held in treasury by FaZe or held directly by GameSquare or Merger Sub (which such shares were cancelled)) was converted into the right to receive 0.13091 (the "Exchange Ratio") of a fully paid non-assessable share of common stock, par value $0.0001 per share, of GameSquare (the "GameSquare Common Stock") and, if applicable, cash in lieu of fraction shares of FaZe Common Stock, subject to applicable withholding. Reflects securities held directly by AEV Esports, LLC. The Reporting Person is the President and Chief Executive Officer of AEV Esports, LLC and may be deemed to share voting and dispositive control over the shares held by AEV Esports, LLC. The Restricted Stock Award, originally granted on November 4, 2022, vests as of the date of a change in control (as such term is defined in the restricted stock agreement) and has become fully vested upon the recent change in control on March 7, 2024. /s/Paul Hamilton 2024-03-21