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