6-K - GAME - Equibles

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 May 2023.

Commission File Number: 001-39389

GameSquare Holdings, Inc.

| (Exact Name of Registrant as Specified in Charter) |

2110 Powers Ferry Road, Suite 450, Atlanta Georgia, USA, 30339

(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 ☐

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.

| | Name: | Justin Kenna |

| | Title: | Chief Executive Officer and Director |

2

EXHIBIT INDEX

99.1	Press Release

| 99.2 | Press Release |

3

gcn_ex991.htm EXHIBIT 99.1

GameSquare Announces Filing of its Standalone 2022 Fourth Quarter Financial Results

Annual revenue increased over 160% to an annual record of $28.1 million

Provides timetable for 2023 first quarter release and combined company pro-forma 2023 guidance

May 2, 2023, Toronto, Ontario – GameSquare Holdings, Inc. (“GameSquare”, or the “Company”) (NASDAQ:GAME)(TSXV:GAME) announced that GameSquare Esports, Inc. has filed its standalone financial results for its fourth quarter ended December 31, 2022. GameSquare Esport’s fourth quarter financial results do not include the April 10, 2023 arrangement with Engine Gaming and Media, Inc. (“Engine Gaming”). The Company plans to issue first quarter financial results for GameSquare Esports, which will include a pro-forma income statement of the combined company and expectations for the remainder of 2023, and host a conference call during the week of May 15, 2023. The Company expects to file its second quarter 2023 consolidated financial statements for the combined entity, in August of 2023.

“I am very pleased with the progress we made in 2022 as we grew revenue over 160 percent, while comparable period expenses grew by only 13 percent (including one-time expenses), invested in our business, added new capabilities, and worked to complete the merger with Engine Gaming. 2022 revenue was in line with our increased guidance, reflecting the positive trends underway across our business,” said Justin Kenna, CEO of GameSquare Holdings, Inc.

“The integration of GameSquare and Engine Gaming is well underway and I look forward to updating investors on the progress we are making on our call in mid-May. I want to thank everyone at GameSquare for all their hard work, as we focus on successfully integrating the merger, reducing expenses, growing revenue, and increasing overall value for our shareholders,” concluded Mr. Kenna.

Media and Investor Relations

Andrew Berger

Phone: (216) 464-6400

Email: IR@gamesquare.com

1

Fo rward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the Company's future performance and revenue; continued growth and profitability; the Company's ability to execute its business plan; and the proposed use of net proceeds of the Offering. These forward-looking statements are provided only to provide information currently available to us and are not intended to serve as and must not be relied on by any investor as, a guarantee, assurance or definitive statement of fact or probability. Forward-looking statements are necessarily based upon a number of estimates and assumptions which include, but are not limited to: the Company being able to grow its business and being able to execute on its business plan, the Company being able to complete and successfully integrate acquisitions, the Company being able to recognize and capitalize on opportunities and the Company continuing to attract qualified personnel to supports its development requirements. These assumptions, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the Company's ability to achieve its objectives, the Company successfully executing its growth strategy, the ability of the Company to obtain future financings or complete offerings on acceptable terms, failure to leverage the Company's portfolio across entertainment and media platforms, dependence on the Company's key personnel and general business, economic, competitive, political and social uncertainties including impact of the COVID-19 pandemic and any variants. These risk factors are not intended to represent a complete list of the factors that could affect the Company which are discussed in the Company's most recent MD&A. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. GameSquare assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

2

gcn_ex992.htm EXHIBIT 99.2

DAIRY MAX AND GAMING COMMUNITY NETWORK HOST

SECOND ANNUAL MADDEN NFL TOURNAMENT TO PROMOTE

NUTRITION AND HEALTHY LIFESTYLES AMONG TEXAS STUDENTS

O ne Talented Madden 23 Student Champion Will Win the Opportunity to

Live Like the Dallas Cowboys for a Day as Part of the

Nationwide “Fuel Up to Play 60” Program

FRISCO, TX / ACCESSWIRE / May 2, 2023 / Dairy MAX, one of the leading regional dairy councils in America, and Gaming Community Network (GCN), a GameSquare Holdings, Inc. company, announced the second annual “Fuel Up to Play 60 Madden NFL 23 Open Tournament.” The tournament is part of an online EA SPORTS Madden NFL 23 competition for students in the Dallas Cowboys’ viewing area, which tests local, middle and high school students' gaming skills for an opportunity to play Madden 23 on a live broadcasted final event and the chance to Live Like the Dallas Cowboys for a Day. The tournament aims to educate the youth gaming community on the importance of fueling their body with healthy foods so they have the energy to play their game.

1

“Hosting the Fuel Up to Play 60 Madden NFL 23 Open Tournament with Gaming Community Network offers us a unique opportunity to meet younger consumers exactly where they are,” said Marty McKinzie, Chief Growth Officer, Dairy MAX. “Reaching this key consumer audience in a virtual space where they are most receptive allows us the opportunity to craft proper nutrition messaging that is lasting and impactful.”

In April, students in the Dallas Cowboys’ viewing area had an opportunity to compete at The Salvation Army North Texas Youth Education Town to qualify to play on a live broadcasted final on May 12. In addition to playing against a Dallas Cowboys Alumni Player on stream, the grand prize winner will receive free Raising Canes for a year and will become an honorary Dallas Cowboys player for a day. The final event will be broadcasted on Twitch at GCN.gg, on YouTube at GCN_gg, and all are encouraged to tune in.

As the Official Nutrition Partner of the Dallas Cowboys, Dairy MAX promotes the importance of healthy, balanced eating for performance in school, in-game, and on the field. As part of the National Football League and National Dairy Council’s “Fuel Up to Play 60” campaign, which aims to help students take steps to own and improve their health, including physical activity and healthy eating, the Fuel Up to Play 60 Madden NFL 23 Open Tournament helps solidify the commitment Dairy MAX has made to this mission.

"Partnering with Dairy MAX to continue to build programs around gaming that educates students and promotes a healthy lifestyle with professional athletes is a message we at GCN are extremely proud of" said Drew Brunson, President at Gaming Community Network. "This Madden NFL 23 showcase will help students take steps to achieve peak performance through a healthy and active lifestyle."

The event will be promoted on social media by a Dallas Cowboys Alumni Player and the host, Darrynton Evans, an active NFL player and avid gamer. GCN will operate all aspects of the tournament, including talent sourcing and operations.

For more information on Dairy MAX and to tune into the tournament, please visit Twitch at GCN.gg and YouTube at GCN_gg.

2

About Dairy MAX

Founded more than 40 years ago, Dairy MAX is one of the leading regional dairy councils in America – representing more than 900 dairy farmers and serving communities in eight states: Colorado, southwest Kansas, Louisiana, Montana, New Mexico, western Oklahoma, Texas and Wyoming. A nonprofit organization, Dairy MAX is part of a nationwide effort to support dairy farming and drive impact for every dairy farmer, while promoting American agriculture. The organization operates five audience outreach programs: business development, consumer marketing, health and wellness, industry image and relations and school marketing. For more information about Dairy MAX and its team of experts, visit DairyMAX.org. Dairy resources and delicious recipes are available at DairyDiscoveryZone.com.

About Fuel Up to Play 60

Fuel Up to Play 60 is an in-school nutrition and physical activity program launched by National Football League (NFL) and National Dairy Council (NDC), which was founded by America's dairy farmers, in collaboration with the U.S. Department of Agriculture (USDA). Fuel Up to Play 60 is designed to engage and empower youth to take action for their own health by implementing long-term, positive changes for themselves and their schools. The program additionally encourages youth to consume nutrient-rich foods (low-fat and fat-free dairy, fruits, vegetables and whole grains) and achieve at least 60 minutes of physical activity every day. As a result of the program, 14 million students are making better food choices and 18 million are more physically active. Fuel Up to Play 60 is further supported by several health and nutrition organizations: Action for Healthy Kids, American Academy of Family Physicians, American Academy of Pediatrics, Academy of Nutrition and Dietetics Association/Foundation, National Hispanic Medical Association, National Medical Association and School Nutrition Association. Visit FuelUpToPlay60.com to learn more.

About Gaming Community Network

GCN is the only independent media group completely dedicated to gaming and esports across community sites, content producers, influencers and tournament/event operators. Bridging the gap between traditional media and gaming with a “Gamer First” promise, GCN’s aggregated & integrated proprietary media network reaches 65M+ MAUs in the US and 115M+ MAUs globally, driving scale for premium content designed to provoke and share conversations. GCN builds bespoke strategy solutions from content creation to full-scale tournaments for any endpoint, be it social, broadcast TV or live stream. GCN collaborates with its partners to deliver memorable experiences for gamers and brands. Learn more at GCN.gg or follow on LinkedIn.

About GameSquare Holdings, Inc.

GameSquare Holdings, Inc. (NASDAQ:GAME | TSXV:GAME) is a vertically integrated, digital media, entertainment and technology company that connects global brands with gaming and youth culture audiences. GameSquare’s end-to-end platform includes GCN, a digital media company focused on gaming and esports audiences, Cut+Sew (Zoned), a gaming and lifestyle marketing agency, USA, Code Red Esports Ltd., a UK based esports talent agency, Complexity Gaming, a leading esports organization, Fourth Frame Studios, a creative production studio, Mission Supply, a merchandise and consumer products business, Frankly Media, programmatic advertising, Stream Hatchet, live streaming analytics, and Sideqik a social influencer marketing platform. www.gamesquare.com

3