true FY 0001714562

 0001714562

 2023-01-01
 2023-12-31

 0001714562

 2023-06-30

 0001714562

 2024-04-29

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form
 10-K/A

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the Fiscal Year Ended December 31, 2023

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission
File Number: 001-39389

 GAMESQUARE
HOLDINGS, INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 99-1946435

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 6775
Cowboys Way, Ste. 1335

 Frisco,
 Texas, USA

 (Address
of principal executive offices, including zip code)

 (216) 464-6400

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of Each Class

 Trading
 Symbol

 Name
 of Each Exchange on Which Registered

 Common
 Stock, $0.0001 par value

 GAME

 The
 NASDAQ Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes or No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes or No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 Accelerated Filer

 Accelerated
 Filer

 Non-accelerated
 Filer

 Smaller
 reporting Company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the shares of GAME common stock held by non-affiliates of the registrant as of June 30, 2023 was $ 27,906,523
based on the closing price of $3.01 as reported by The Nasdaq Stock Market.

 The
number of shares outstanding of the Registrant's common stock as of April 29, 2024 were:

 GAME
Common Stock 30,316,256

 Audit Firm ID

 Auditor Name

 Auditor Location

 6644

 Kreston GTA LLP

 Markham, Ontario, Canada

 EXPLANATORY
NOTE

 This
Amendment No. 1 on Form 10-K/A (this "Amendment") amends the Annual Report on Form 10-K of GameSquare Holdings, Inc. for
the year ended December 31, 2023 that was originally filed with the Securities and Exchange Commission (the "SEC") on April
16, 2024 (the "Original Filing") and is being filed primarily to provide the information required by Items 10, 11, 12, 13,
and 14 of Part III, and to update the Exhibit index contained in Part IV, Item 15. This information was previously omitted from the Original
Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated
in the Form 10-K by reference from a definitive proxy statement if such statement is filed no later than 120 days after our fiscal year
end. We are filing this Amendment to include Part III information in our Form 10-K because we do not expect to file a definitive proxy
statement on or before that date. The reference on the cover of the Original Filing to the incorporation by reference to portions of
our definitive proxy statement into Part III of the Original Filing has been deleted. This Amendment does not amend or otherwise update
any other information in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and
with our filings with the SEC made after the Original Filing.

 As
required under Section 302 of the Sarbanes-Oxley Act of 2002, new certificates of our Chief Executive Officer and Chief Financial Officer
are being filed as exhibits to this Amendment. Certain capitalized terms used and not otherwise defined in this Amendment have the meanings
given to them in the Original Filing.

 Table
of Contents

 PAGE
 NO.

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accounting Fees and Services

 Item 15. Exhibits and Financial Statement Schedules

 i

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 Identification
of Directors.

 Name

 Age

 Positions
 with the Company

 Since

 Kenna

 Chief
 Executive Officer and Director

 January
 2021

 Louis
 Schwartz

 President
 and Director (Chair)

 April
 2023

 Stuart
 Porter

 April
 2023

 Thomas
 Walker

 September
 2021

 Travis
 Goff

 September
 2021

 Jeremi
 Gorman

 November
 2022

 Paul
 Hamilton

 March
 2024

 Nick
 Lewin

 March
 2024

 Except
for Louis Schwartz, President and Chairman of the Board of Directors and Justin Kenna, Chief Executive Officer and Director, of GameSquare,
all of the current directors are considered "independent," as they are free from a direct or indirect material relationship
with GameSquare which could reasonably be expected to interfere with the exercise of their independent judgment as directors. The basis
for this determination is that, since the commencement of GameSquare's fiscal year ended December 31, 2023 and up to the date hereof,
none of the current directors have worked for GameSquare, received remuneration from GameSquare (other than in their capacity as directors)
or had material contracts with or material interests in GameSquare which could interfere with their ability to act in GameSquare's
best interests, except for Louis Schwartz and Justin Kenna.

 The
Board believes that it functions independently of management. To enhance its ability to act independently of management, the members
of the Board may meet without management and the non-independent directors. In the event of a conflict of interest at a meeting of the
Board, the conflicted director will, in accordance with corporate law and his or her fiduciary obligations as a director of GameSquare,
disclose the nature and extent of his or her interest to the meeting and abstain from voting on the matter at issue. In addition, the
members of the Board that are not members of management are encouraged to obtain advice from external advisors and legal counsel as they
may deem necessary in order to reach a conclusion with respect to issues brought before the Board.

Orientation and Continuing Education

 Each
new director is given an outline of the nature of GameSquare's business, its corporate strategy and current issues within the corporation.
New directors are also required to meet with management to discuss and better understand GameSquare's business, and are given the
opportunity to meet with counsel to the corporation to discuss their legal obligations as directors of GameSquare.

 In
addition, management takes steps to ensure that the directors and officers of GameSquare are continually updated as to the latest corporate
and securities policies which may affect the directors, officers and committee members of GameSquare as a whole. GameSquare continually
reviews the latest securities rules and policies. Any such changes or new requirements are then brought to the attention of GameSquare's
directors either by way of director or committee meetings or by direct communications from management to the directors.

 Identification
of Executive Officers.

 Name

 Age

 Positions
 with the Company

 Since

 Kenna

 Chief
 Executive Officer and Director

 January
 2021

 Louis
 Schwartz

 President
 and Director (Chair)

 April
 2023

 Michael
 Munoz

 Chief
 Financial Officer

 April
 2023

 Identification
of Certain Significant Employees

 Not
applicable.

 Family
Relationships

 There
are no family relationships among our executive officers and directors.

 Business
Experience

Kenna has served as our Chief Executive Officer and a Director since January 2021. Prior to joining the Company, he served as the
Chief Financial Officer of FaZe Clan. Prior to that, he was the Director of Finance at Madison + Vine, and had various roles at Goldman
Sachs, Deloitte, and Ernst & Young.

 Louis
Schwartz has served as our President and a Director since April 2023. He previously held the position of Chief Executive Officer
of the Company. Prior to that, he was the Chief Executive Officer of Engine Gaming and Media, Inc. and Frankly Inc.

 Stuart
Porter has served as a Director of the Company since April 2023. He is the founder of Denham Capital and is its Chief Executive Officer
and Chief Investment Officer.

 Thomas
Walker has served as a Director of the Company since September 2021. He is also the Chief Financial Officer of the Dallas Cowboys
Football Club.

 Travis
Goff has served as a Director of the Company since September 2021. He is also the President of Goff Capital Inc.

 Jeremi
Gorman has served as a Director of the Company since November 2022. She previously was the President of Worldwide Advertising at
Netflix. Prior to that, she was the Chief Business Officer of Snap Inc. and the Head of Global Field Sales – Amazon Advertising
of Amazon.

 Paul
Hamilton has served as a Director of the Company since March 2024. He previously served as a Director of FaZe Holdings, Inc. He is
a Co-Owner and the Chief Executive Officer of Atlanta Esports Ventures.

 Nick
Lewin has served as a Director of the Company since March 2024. He previously served as a Director of FaZe Holdings, Inc. He is a
General Partner of Crown Predator Holdings.

 Michael
Munoz has served as the Chief Financial Officer of the Company since April 2023. Prior to his current position, he was the Chief
Financial Officer of Engine Gaming and Media, Inc. and Frankly Inc.

 The
directorships currently held, and held during the past five years, by each of our directors in any company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to Section 15 of such Act or any company
registered as an investment company under the Investment Company Act of 1940, as amended, are set forth above in this in Part III, Item
10, "Business Experience" of this Annual Report on Form 10-K.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires our directors, executive officers and greater than 10% stockholders to file reports of holdings and
transactions in our shares with the SEC. For the fiscal year ended December 31, 2023, to our knowledge and based solely on a review of
copies of reports furnished to us, or written representations, we believe that the applicable reporting requirements of Section 16(a)
have been satisfied.

 Involvement
in Certain Legal Proceedings

 To
the best of our knowledge, none of our directors or executive officers that served during the year ended December 31, 2023 or currently
has been involved during the past ten years in any legal proceedings required to be disclosed pursuant to Item 401(f) of Regulation S-K.

 Promoters
and Control Persons

 Not
applicable.

 Code
of Conduct and Ethics

 The
Board has found that the fiduciary duties placed on individual directors by GameSquare's governing corporate legislation and the
common law, and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions
of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management
and in the best interests of the corporation. Further, GameSquare's auditor has full and unrestricted access to the Audit Committee
(as hereinafter defined) of GameSquare at all times to discuss the audit of the corporation's financial statements and any related
findings as to the integrity of the financial reporting process.

 We
have adopted a Code of Ethical Conduct ("Code of Ethics") that applies to all our senior management, including our
principal executive officer, principal financial officer and principal accounting officer, and directors. The Code of Ethics also
contains our Insider Trading Policy which applies to all employees, including our senior management and directors. A copy of our
Code of Ethics is available for review on our website at  We intend to post amendments to or
waivers from our Code of Ethics (to the extent applicable to our Principal Executive Officer, Principal Financial Officer, Principal
Accounting Officer or controller, or persons performing similar functions) on our website at  The information on our website
is not incorporated by reference into this report.

 Procedures
for Stockholder Nominations to the Board of Directors

 No
material changes to the procedures for nominating directors by our stockholders were made during the fiscal year ended December 31, 2023.

 Board
Committees

 GameSquare
has three separate standalone committees: the Nomination and Governance Committee, the Compensation Committee and the Audit Committee.

 Nomination
and Governance Committee

 GameSquare's
nominating and governance committee (the "Nominating and Governance Committee") is currently comprised of Tom Walker, Travis
Goff, and Stuart Porter. Each of the members of the Nominating and Governance Committee is independent. The Nominating and Governance
Committee is responsible for seeking out and evaluating suitable candidates to serve on the Board. In so doing, the Nominating and Governance
Committee considers: (i) the competencies and skills that the Board considers necessary for the Board as a whole to possess; (ii) the
competencies and skills that the Board considers each Nominee to possess; (iii) the competencies and skills that each Nominee will bring
to the Board; (iv) the contribution to the Board's composition and diversity that the Nominee will bring, including the Nominee's
geographic location, gender, ethnicity and race; and (v) whether or not each Nominee can devote sufficient time and resources to his
or her duties as a member of the Board.

Committee

 GameSquare's
compensation committee (the "Compensation Committee") is currently comprised of Travis Goff and Stuart Porter. Each of the
members of the Compensation Committee is independent. Under the Compensation Committee's mandate, the Compensation Committee is
responsible for, among other things: (a) in consultation with senior management, establishing GameSquare's general compensation
philosophy, and overseeing the development and implementation of compensation programs; (b) reviewing and approving the compensation
of the Chief Executive Officer; (c) in consultation with the Chief Executive Officer, reviewing compensation programs applicable to the
senior management of the Corporation; (d) making recommendations to the Board with respect to GameSquare's incentive compensation
plans and equity-based plans, the activities of the individuals and committees responsible for administering these plans, and discharging
any responsibilities imposed on the Compensation Committee by any of these plans; and (e) annually reviewing directors' compensation
and recommending any changes to the Board for consideration.

 In
reviewing the adequacy and forms of compensation of directors, the Compensation Committee seeks to ensure that the compensation reflects
the responsibilities and risks involved in being a director of GameSquare. In reviewing the adequacy and forms of compensation of officers,
the Compensation Committee seeks to align the interests of officers with the best interests of the corporation. A primary goal of the
Compensation Committee is to strengthen the relationship between compensation and enhancing shareholder value.

 Audit
Committee and Audit Committee Financial Expert

 The
Company has separately designated a standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange
Act of 1934, as amended. The members of the standing Audit Committee are Thomas Walker, Travis Goff and Jeremi Gorman, all of whom
are independent directors as determined by the Nasdaq Rules. The responsibilities and duties of the Audit Committee consist of but are
not limited to: (1) overseeing the financial reporting process; (2) meeting with our external auditors regarding audit results; (3) engaging
and ensuring independence of our outside audit firm and (4) reviewing the effectiveness of the Company's internal controls.

 Our
Board has determined that Thomas Walker qualifies as an "Audit Committee financial expert" within the meaning of applicable
regulations of the Securities and Exchange Commission, promulgated pursuant to the Sarbanes-Oxley Act of 2002. Our board of directors
has adopted a written charter for the Audit Committee which the Audit Committee reviews and reassesses for adequacy on an annual basis.
A copy of the Audit Committee's charter is located on our website at

 Item
11. Executive Compensation

 Our
named executive officers for the year ended December 31, 2023 were Justin Kenna, Louis Schwartz and Michael Munoz.

 Summary
Compensation Table

 The
following table sets forth the compensation awarded to, earned by or paid to, our named executive officers ("NEOs") for
the years ended December 31, 2023 and 2022.

 Name and Principal Position (1)

 Year

 Salary ($)

 Bonus ($)

 Stock awards ($)

 Option awards ($) (2)

 Non-equity
 incentive plan compensation ($)

 Pension Value ($)

 All other compensation ($) (3)

 Total compensation ($)

 Justin Kenna

 2023

 600,000

 -

 1,253,287

 -

 -

 -

 12,072

 1,865,359

 Chief Executive Officer and Director

 2022

 600,000

 -

 124,633

 3,485

 -

 -

 9,447

 737,565

 Louis Schwartz

 2023

 341,667

 -

 -

 -

 -

 -

 22,561

 364,228

 President and Director (Chair)

 2022

 -

 -

 -

 -

 -

 -

 -

 -

 Michael Munoz

 2023

 187,500

 -

 -

 -

 -

 -

 22,017

 209,517

 Chief Financial Officer

 2022

 -

 -

 -

 -

 -

 -

 -

 -

 Notes:

 (1)

 The
 Corporation completed a reverse takeover transaction (the "RTO") effective April 11, 2023. Certain amounts included in
 the table above reflect the compensation paid to the officers of GameSquare Esports Inc., as a predecessor to the Corporation, and
 the Corporation, subsequent to the completion of the RTO.

 (2)

 The
 weighted average fair value price per option was estimated using the Black-Scholes option pricing model.

 (3)

 Based
 on medical insurance and other insurance benefits.

Discussion and Analysis

 For
the financial year ended December 31, 2023 and 2022, the objective of the Corporation's compensation strategy was to ensure that
compensation for its NEOs is sufficiently attractive to recruit, retain and motivate high performing individuals to assist GameSquare
in achieving its goals.

 The
process for determining executive compensation is relatively informal, in view of the size and stage of the Corporation and its operations.
Executive officers are involved in the process and make recommendations to the Board which considers and decides whether to approve the
discretionary components (e.g., cash bonuses, stock options and RSUs) of the annual compensation of senior management (other than the
Chief Executive Officer). Except as otherwise described below, the Corporation does not maintain specific performance goals or use benchmarks
in determining the compensation of executive officers. The Board may at its discretion award either a cash bonus, stock options or RSUs
for high achievement or for accomplishments that the Board deem as worthy of recognition.

for the NEOs is composed primarily of three components: base fees, performance bonuses and stock-based compensation. In establishing
the levels of base fees, performance bonuses and the awards of stock options and RSUs, the Board takes into consideration a variety of
factors, including the financial and operating performance of the Corporation, and each NEO's individual performance and contribution
towards meeting corporate objectives, responsibilities and length of service.

 Approach

 While
the Corporation does not have a formal compensation policy, the general objectives of the Corporation's executive compensation
are to:

 attract,
 retain and motivate executives critical to the success of the Corporation;

 link
 the interests of management with those of the Shareholders; and

 provide
 rewards, through discretionary bonuses, for outstanding corporate and individual performance.

 The
following principles guide the Corporation's overall compensation philosophy:

 compensation
 is determined on an individual basis by the need to attract and retain talented, entrepreneurial, high achievers;

 an
 appropriate portion of total compensation is variable and linked to achievements, both individual and corporate; and

 all
 compensation and compensation objectives shall be fully and plainly disclosed.

 The
Board is responsible for ensuring the application of the compensation policy is appropriately aligned to support its stated objectives
and encourage the appropriate management behaviors, while avoiding excessive risk-taking by executive officers. The Board believes that
the compensation paid to each NEO during the last financial year was commensurate with each NEO's position, experience and performance.

Risk Oversight and Assessment

 In
light of the Corporation's size and the balance between long-term objectives and short-term financial goals with respect to the
Corporation's executive compensation program, the Board does not presently deem it necessary to consider the implications of the
risks associated with its compensation policies and practices.

 Financial
Instruments

 All
employees, including NEOs and Directors, are prohibited from purchasing financial instruments (including prepaid variable forward contracts,
equity swaps, collars, or units of exchange funds) that are designed to hedge or offset a decrease in market value of equity securities
granted as compensation or held, directly or indirectly, by the NEO or Director.

 Components
of Compensation

 Base
Fees

 Base
fees form an essential component of the Corporation's compensation mix as they are the first base measure to remain competitive
relative to industry compensation practices, are fixed and therefore not subject to uncertainty, and can be used as the base to determine
other elements of compensation and benefits. In determining the base fees of executive officers, the Board considers the following:

 the
 recommendations of the President and Chief Executive Officer of the Corporation (other than with respect to the compensation of the
 President and Chief Executive Officer);

 the
 particular responsibilities related to the position;

 the
 experience, expertise and level of the executive officer;

 what
 the Board members believe is industry practice;

 the
 executive officer's length of service to the Corporation; and

 the
 executive officer's level of responsibilities and overall performance based on informal feedback.

 There
is no mandatory framework that determines which of these factors may be more or less important and the emphasis placed on any of these
factors is at the discretion of the Board and may vary among the executive officers. The determination of base fees relies principally
on negotiations between the respective NEO and the Corporation and is therefore heavily discretionary. In respect of the base fees paid
to the President and Chief Executive Officer, the Board also broadly considers the performance of the President and Chief Executive Officer
against the Corporation's performance in the previous year.

 Bonus
Payments

 GameSquare's
cash bonus awards are designed to reward an executive for the direct contribution which he or she can make to the Corporation. NEOs are
entitled to receive discretionary bonuses from time to time as determined or approved by the Board, upon the recommendation of the Chief
Executive Officer. The Corporation does not currently prescribe a set of formal objective measures to determine discretionary bonus entitlements.
Rather the Corporation uses informal goals which may include an assessment of an individual's current and expected future performance,
level of responsibilities and the importance of his/her position and contribution to the Corporation. Precise goals or milestones are
not pre-set by the Board. The performance-based bonuses paid to the NEOs during the financial years ended December 31, 2023 and 2022
are listed in the summary compensation table.

 Long-term
Incentives, RSUs and Options

 The
Board believes that granting stock options and RSUs to key personnel encourages retention and more closely aligns the interests of such
key personnel with the interests of Shareholders while at the same time not drawing on the limited cash resources of the Corporation.

 GameSquare
does not utilize a set of formal objective measures to determine long-term incentive entitlements, rather, long-term incentive grants,
such as stock options and RSUs, to NEOs are determined in a discretionary manner on a case-by-case basis but having consideration to
the number of options or RSUs previously granted. There are no other specific quantitative or qualitative measures associated with option
and RSU grants and no specific weights are assigned to any criteria individually; rather, the performance of the Corporation is broadly
considered as a whole when determining the stock-based compensation (if any) to be granted and the Corporation does not focus on any
particular performance metric.

 The
Corporation has adopted the Stock Option Plan and RSU Plan. The Stock Option Plan was approved by the shareholders of the Corporation
at the annual and special meeting in March 2023.

 Clawback Policy

 Awards granted
under our equity award plans will be subject to recoupment in accordance with our Compensation Clawback Policy and any other clawback
policy that we adopt. In addition, the Plan Administrator may impose other clawback, recovery or recoupment provisions in an award agreement
as the Plan Administrator determines necessary or appropriate, including a reacquisition right in respect of previously acquired shares
of our common stock or other cash or property upon the occurrence of cause.

 Outstanding
Equity Awards at Fiscal Year-End Table

 The
following table summarizes information regarding equity-based awards held by our Named Executive Officers as of December 31, 2023. All
equity awards outstanding as of December 31, 2023 have been restated to give effect to the exchange of GameSquare Esports Inc. common
shares for common shares of GameSquare Holdings, Inc, pursuant to which, common shares of GameSquare Esports Inc. were exchanged at a
ratio of 0.020655.

 Option awards

 Stock awards

 Name

 Number of securities underlying unexercised options (#) exercisable

 Number of securities underlying unexercised options (#) unexercisable

 Option exercise price ($)

 Option expiration date

 Number of shares or units of stock that have not vested (#)

 Market value of shares of units of stock that have not vested ($)

 Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)

 Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (1)

 Justin Kenna

 43,375

 -

 41,310 at CAD$21.30

 January 22, 2026

 N/A

 N/A

 495,720

 897,253

 2,065 at CAD$16.95

 March 1, 2027

 Louis Schwartz

 4,777

 -

 201 at CAD$426.00

 February 10, 2026

 N/A

 N/A

 -

 -

 182 at CAD$426.00

 March 3, 2027

 85 at CAD$426.00

 August 25, 2025

 4309 at $3.64

 May 26, 2029

 Michael Munoz

 -

 11 at CAD$426.00

 February 10, 2026

 N/A

 N/A

 -

 -

 Notes:

 (1)

 Based
 on the closing price of our Common Stock of $1.81 on December 29, 2023, the last trading day of our fiscal year
2023, as reported by Nasdaq.

 Pension
Plan Benefits

 The
Corporation does not have and does not intend to implement any deferred compensation plan or pension plan that provides for payments
or benefits at, following or in connection with retirement.

 Termination
of Employment, Change in Responsibilities, and Employment Contracts

 The
following describes the respective employment agreements entered into by the Corporation and each NEO as of December 31, 2023:

 Name and Position

 Notice
 Period

 Monthly Salary

 Severance on
 Termination not for Cause

 Severance on
 Termination not for Cause following
 Change of Control (1)

 Justin Kenna, Chief Executive Officer and Board Member

 N/A

 US$50,000

 12 months

 24 months

 Louis Schwartz,
 President and Chairman of the Board of Directors

 N/A

 US$41,667

 12 months

 24 months

 (1)
Termination occurs within 12 months of the Change of Control.

 Change
of Control Provisions

 For
the purpose of the agreements with the officers as set forth above, "Change of Control" is defined as the acquisition by
any person or entity of:

 (1)
shares or rights or options to acquire Common Shares or securities which are convertible into Common Shares or any combination thereof
such that after the completion of such acquisition such person would be entitled to exercise 50% or more of the votes entitled to be
cast at a meeting of the Shareholders of the Corporation;

 (2)
shares or rights or options to acquire shares, or their equivalent, of any material subsidiary of the Corporation or securities which
are convertible into shares of the material subsidiary or any combination thereof such that after the completion of such acquisition
such person would be entitled to exercise 50% or more of the votes entitled to be cast a meeting of the shareholders of the material
subsidiary; or

 (3)
more than 50% of the material assets of the Corporation, including the acquisition of more than 50% of the material assets of any material
subsidiary of the Corporation.

 Such
Change of Control payments may be triggered by either the Corporation or the officer who elects within one year from the date of such
Change of Control to elect to have such officer's agreement terminated.

 Summary
of Termination Payments

 The
estimated incremental payments, payables and benefits that might be paid to the officers pursuant to the above noted agreements in the
event of termination without cause or after a Change of Control (assuming such termination or Change of Control is effective as of December
31, 2023) are detailed below:

 Name and Position

 Severance on Termination not for Cause ($)

 Severance on Termination not for Cause following Change of Control ($) (1)

 Justin Kenna,
 Chief Executive Officer and Board Member

 Salary/Fees

 US$600,000

 US$1,200,000

 Bonus:

 Nil

 Nil

 Benefits:

 12 months

 18 months

 Total:

 US$600,000

 US$1,200,000

 Louis Schwartz,
 President and Chairman of the Board of Directors

 Salary/Fees

 US$500,000

 US$1,000,000

 Bonus:

 Nil

 Nil

 Benefits:

 12 months

 18 months

 Total:

 US$500,000

 US$1,000,000

 (1)
Termination occurs within 12 months of the Change of Control.

 Employment,
Consulting and Management Contracts

 Management
functions of GameSquare and its subsidiaries are substantially performed by GameSquare's directors and executive officers. During
the year ended December 31, 2023, GameSquare did not enter into any contracts, agreements or arrangements with parties other than its
directors and executive officers (or their personal holding corporation) for the provision of such management functions.

Kenna

 GameSquare
has an employment agreement with Justin Kenna for his services as Chief Executive Officer which is effective as of July 7, 2023 ("Kenna
Agreement"). The annual base salary under the Kenna Agreement is US$600,000. The Kenna Agreement has a term of three years from
its effective date, which will automatically renew for subsequent periods of one year unless either party provides written notice at
least 120 days prior to the expiration of the applicable period at such time. The Kenna Agreement also provides for certain benefits,
including health and medical insurance, and reimbursement for reasonable business expenses.

 Under
the Kenna Agreement, Mr. Kenna is entitled to receive a severance payment if terminated without cause, or in the event of resignation
with good reason (as defined therein), equal to 12 months of his annual compensation, paid in monthly installments, and continued premium
payments for health insurance to allow Mr. Kenna to continue such insurance coverage for an 12-month period. In the event the Kenna Agreement
is terminated without cause or for good reason (both as defined therein), outstanding equity incentive awards held by Mr. Kenna will
vest through the end of the 12-month period. In the event there is a change of control (as defined therein) and within 12 months thereafter
the Kenna Agreement is terminated without cause or for good reason, accelerated vesting will apply to all outstanding equity incentive
awards, including that performance-based awards will fully vest.

 Louis
Schwartz

 GameSquare
has an employment agreement with Louis Schwartz for his services as President which is effective as of May 1, 2023 ("Schwartz Agreement").
The annual base salary under the Schwartz Agreement is US$500,000. The Schwartz Agreement has a term of two years from its effective
date, which will automatically renew for subsequent periods of one year unless either party provides written notice at least 120 days
prior to the expiration of the applicable period at such time. The Schwartz Agreement also provides for certain benefits, including health
and medical insurance, and reimbursement for reasonable business expenses.

 Under
the Schwartz Agreement, Mr. Schwartz is entitled to receive a severance payment if terminated without cause, or in the event of resignation
with good reason (as defined therein), equal to 12 months of his annual compensation, paid in monthly installments, and continued premium
payments for health insurance to allow Mr. Schwartz to continue such insurance coverage for an 12-month period. In the event the Schwartz
Agreement is terminated without cause or for good reason (both as defined therein), outstanding equity incentive awards held by Mr. Schwartz
will vest through the end of the 12-month period. In the event there is a change of control (as defined therein) and within 12 months
thereafter the Schwartz Agreement is terminated without cause or for good reason, accelerated vesting will apply to all outstanding equity
incentive awards, including that performance-based awards will fully vest.

 The
following table summarizes the compensation paid to directors, other than directors who are also named executive officers and whose compensation
as directors is reflected in the Summary Compensation Table in Item 11 above of this Form 10-K/A, for the fiscal year ended December
31, 2023.

 Name

 Fees
 earned
 ($)

 Share-
 Based
 Awards
 ($)

 Option-
 Based
 awards
 ($)

 Non-equity
 incentive
 plan
 compensation
 ($)

 Pension Value ($)

 All other compensation ($)

 Total
 ($)

 Thomas Walker

 -

 -

 -

 -

 -

 Travis Goff

 -

 -

 -

 -

 -

 Jeremi Gorman

 -

 -

 -

 -

 -

 Stuart Porter

 -

 -

 -

 -

 -

 -

 -

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Equity Compensation Plan
Information

 On
April 11, 2023, the Company adopted the amended and restated Omnibus equity incentive plan ("Omnibus Plan").

 The
Stock Option Plan is considered a "rolling" or "evergreen" stock option plan since the Corporation will be authorized
to grant stock options of up to 10% of its issued and outstanding Common Shares at the time of the stock option grant, from time to time,
with no vesting provisions and after taking into account any stock options or RSUs outstanding. The number of options available to grant
increases as the number of issued and outstanding Common Shares increases. As of December 31, 2023, the number of options available to
grant amounted to 1,298,913 Common Shares, being 10% of the outstanding Common Shares as of December 31, 2023.

 Options
may be exercisable over periods of up to 10 years as determined by the Board of Directors of the Company. The Option price for shares
that are the subject of any Option shall be fixed by the Board when such Option is granted but shall not be less than the market value
of such shares at the time of grant.

 The
Omnibus Plan allows the Company to award restricted share units to directors, officers, employees and consultants of the Company and
its subsidiaries upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company's
compensation committee. The purchase price for common shares of the Company issuable under each Restricted Share Unit ("RSU")
award, if any, shall be established by the Board at its discretion. Common shares issued pursuant to any RSU award may be made subject
to vesting conditions based upon the satisfaction of service requirements, conditions, restrictions, time periods or performance goals
established by the board.

 Subject
to the adjustment provisions provided for in the RSU Plan and applicable rules and regulations of all regulatory authorities to which
the Corporation is subject (including any stock exchange), the total number of Common Shares that may be reserved for issue in connection
with the RSUs granted pursuant to the RSU Plan shall not exceed 1,067,147 Common Shares, being 10% of the total number of issued and
outstanding Common Shares on the date the RSU Plan was adopted by the Board.

 Securities
Authorized for Issuance under Equity Compensation Plans

 The
following table shows the Common Shares authorized for issuance from treasury under the Stock Option Plan and the RSU Plan, being the
Corporation's only compensation plans under which Common Shares are authorized for issuance, as of December 31, 2023.

 Plan Category

 Number of Common Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
 (A)

 Weighted-Average Exercise Price ($) of Outstanding Options, Warrants and Rights
 (B)

 Number of Common Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Common Shares Reflected in Column (A))
 (C)

 Equity Compensation Plans Not Approved by Shareholders

 -

 N/A

 N/A

 Equity Compensation Plans Approved by Shareholders

 Stock Option Plan

 416,621
 249,819

 CAD$19.34
USD$5.26

 632,473

 RSU Plan

 664,597

 N/A

 402,550

 Total

 1,331,037

 1,035,023

 As
of December 31, 2023, the number of stock options and RSUs outstanding that were issued under the Stock Option Plan and RSU Plan, respectively,
represents approximately 5.13% and 5.12% of the 12,989,128 of the outstanding Common Shares as of December 31, 2023.

 BENEFICIAL
OWNERSHIP OF COMMON STOCK

 The
following table sets forth information known to GameSquare regarding the beneficial ownership of GameSquare Common Shares as of April
29, 2024 (unless otherwise indicated) by:

each person, or group of affiliated persons, who is known to be the beneficial owner of more than 5% of GameSquare Common Shares;

each of GameSquare's directors, including director nominees;

each of GameSquare's named executive officers; and

all of GameSquare's current executive officers and directors as a group.

 Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if he, she or it possesses sole or shared voting or investment power over that security, including options, warrants and restricted share
units that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable
community property laws and similar laws, GameSquare believes that each person listed below has sole voting and investment power with
respect to such shares.

 The
beneficial ownership of GameSquare Common Shares is based on 30,316,256 shares of GameSquare Common Shares issued and outstanding as
of April 29, 2024.

 Name and Address of Beneficial Owner (1)

 Number of
 Common
 Shares

 Percentage of
 Total Voting
 Power

 5% Holders

 Entities affiliated with John Goff (2)

 5,776,924

 19.00
 %

 Blue & Silver Ventures, Ltd. (3)

 5,793,918

 19.11
 %

 Directors, Director Nominees and Named Executive Officers

 Justin Kenna (4)

 148,696

 *

 Lou Schwartz (5)

 240,240

 *

 Travis Goff (6)

 55,824

 *

 Jeremi Gorman

 4,131

 *

 Stuart Porter (7)

 1,223,937

 4.02
 %

 Tom Walker

 -

 -

 Nick Lewin (8)

 197,743

 *

 Paul Hamilton (9)

 537,135

 1.66
 %

 Michael Munoz (10)

 43,434

 *

 All Company directors and current executive officers as a group (9 individuals)

 2,451,140

 8.09
 %

 *

 Less
 than one percent

 (1)

 Unless
 otherwise noted, the business address of each of those listed in the table above is c/o GameSquare Holdings, Inc., 6775 Cowboys Way,
 Ste. 1335, Frisco, Texas, USA, 75034.

 (2)

 Includes (i) 4,316,546 shares of common stock held by Goff Jones Strategic Partners, LLC, (ii) 720,751 shares of common stock held by
Goff NextGen Holdings, LLC, (iii) 616,834 shares of common stock held by JCG Holdings, LP, (iv) 81,754 shares of common stock underlying
outstanding warrants that are exercisable within 60 days of April 29, 2024 held by JCG Holdings, LP, and (v) 41,039 shares of common stock
held by Goff Family Investments, LP. JCG 2016 Holdings, LP exercises shared voting and dispositive control over the securities held by
Goff Jones Strategic Partners, LLC and may be deemed to beneficially own the securities held of record by Goff Jones Strategic Partners,
LLC. JCG 2016 Management, LLC, as general partner to JCG 2016 Holdings, LP, may be deemed to beneficially own the securities held of record
by Goff Jones Strategic Partners, LLC. John C. Goff is the sole trustee of John C. Goff 2010 Family Trust, which is the sole shareholder
of JCG 2016 Management, LLC, and consequently, he may be deemed to beneficially own the securities held of record by Goff Jones Strategic
Partners, LLC. John C. Goff disclaims beneficial ownership of all securities of the Issuer held by Goff Jones Strategic Partners, LLC
except to the extent of his pecuniary interest therein and this report shall not be an admission that John C. Goff is the beneficial owner
of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or for any other purpose. This
information isas of March 11, 2024, and is based solely on information set forth in Schedule 13D/A filed with the SEC on March 11, 2024
by John Goff.

 (3)

 Includes (i) 1,477,372 shares held by Blue & Silver Ventures, Ltd. and (ii) 4,316,546 shares held by Goff Jones Strategic Partners,
LLC, which Blue & Silver Ventures, Ltd. may have dispositive or voting power over.

 (4)

 Includes (i) 105,321 shares held directly by Mr. Kenna and (ii) 43,375 shares issuable upon outstanding stock options exercisable within
60 days of April 29, 2024 held by Mr. Kenna.

 (5)

 Includes (i) 234,630 shares held directly by Mr. Schwartz and (ii) 5,610 shares issuable upon outstanding stock options exercisable within
60 days of April 29, 2024 held by Mr. Schwartz.

 (6)

 Includes (i) 50,249 shares held directly by Travis Goff and (ii) 5,395 shares of common stock underlying outstanding warrants that are
exercisable within 60 days of April 29, 2024 held by Travis Goff.

 (7)

 Includes
 (i) 719,424 shares held directly by Mr. Porter, (ii) 107,914 shares of common stock underlying outstanding warrants that are
 exercisable within 60 days of April 29, 2024 held by Mr. Stuart, and (iii) 216,666 shares held indirectly by
 Mr. Porter through Three Curve Capital LP.

 (8)

 Includes
 (i) 95,668 shares held by CPH Phase II SPV LP, (ii) 67,943 shares held by CPH Phase III SPV LP and (iii) 34,132 shares of common
 stock underlying outstanding restricted stock awards that are exercisable within 60 days of April 29, 2024 held by Mr. Lewin. CPH
 Holdings VII, LLC was the sole general partner of each of CPH Phase II SPV LP and CPH Phase III SPV LP, and Nick Lewin is the sole
 manager of CPH Holdings VII, LLC. In such capacity, Mr. Lewin had sole voting and investment power over the securities held by CPH
 Phase II SPV LP and CPH Phase III SPV LP and, therefore, may be deemed to be the beneficial owner of such securities. With respect
 to the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP, Mr. Lewin disclaims beneficial ownership, except to the extent
 of his pecuniary interest therein. The business address of CPH Phase II SPV LP and CPH Phase III SPV LP is 1230 Montana Avenue, Suite
 201, Santa Monica, CA 90403.

 (9)

 Represents
 (i) 503,003 shares held by AEV Esports, LLC and (ii) 34,132 shares of common stock underlying outstanding restricted stock awards
 that are exercisable within 60 days of April 29, 2024 held by Mr. Hamilton. Mr, Hamilton 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.

 (10)

 Includes
 (i) 43,423 shares held directly by Mr. Munoz and (ii) 426 shares issuable upon outstanding stock options exercisable within 60 days
 of April 29, 2024 held by Mr. Munoz.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 Related
Party Transactions

 Credit
Facility Payable

 On
June 30, 2022, the Company entered into an agreement for a $5 million credit facility (the "Facility") for a one-year term
with Goff & Jones Lending Co, LLC., a related party to the Company by virtue of one of its directors. The Facility matured on June
30, 2023 (the "Maturity Date"). During the three months ended March 31, 2023, the Company accrued $23,266 in interest and
$80,133 in legal fees in connection with the Facility. This credit facility was paid off during the quarter ended June 30, 2023, and
has not been renewed.

 Convertible
Debenture with a Director of the Company as Counterparty

 On
September 1, 2022, Engine extended convertible debentures that were due to expire in October and November 2022 with an aggregate principal
amount of US$1,250,000. Key terms include (a) maturity date of August 31, 2025, (b) interest rate of 7% (interest to be paid in full
at maturity) and (c) conversion price of $4.40. The convertible debenture is beneficially held by a director of the Company. The participation
of a director in the original issuance of the convertible debenture constitutes a related party transaction.

Independence

 The
Board has determined that all of the current directors are independent pursuant to Nasdaq Rule 5605 ("Nasdaq Rules") except
for Louis Schwartz, President and Chairman of the Board of Directors. The members of the Audit Committee are Justin Kenna, Thomas Walker,
and Jeremi Gorman, all of whom are independent directors as determined by the Nasdaq Rules. The members of the Compensation Committee
are Travis Goff and Stuart Porter, both of whom are independent directors as determined by the Nasdaq Rules. The members of the Nominating
Committee are Thomas Walker, Travis Goff, and Stu Porter, all of whom are independent as determined by the Nasdaq Rules.

 Item
14. Principal Accounting Fees and Services

 AUDIT
AND NON-AUDIT FEES

 The
following table presents fees for professional audit services rendered by Kreston GTA, our independent auditors, for the fiscal years
ended December 31, 2023 and December 31, 2022, respectively:

 Fiscal Year Ended December 31,

 2023

 2022

 Audit fees(1)

 $
 920,903

 $
 198,750

 Audit-related fees(2)

 —

 —

 Tax fees(3)

 —

 —

 Total fees

 $
 920,903

 $
 198,750

 (1)
 Consists
 of fees billed for professional services rendered in connection with the audit of our consolidated
 financial statements, including audited financial statements presented in our Annual Report
 on Form 10-K for the fiscal years ended December 31, 2023 and December 31, 2022, review of
 the interim consolidated financial statements included in our Quarterly Reports and services
 normally provided in connection with regulatory filings. In addition, 2023 audit fees included
 fees associated with the re-audit of three years of historical financial statements of Engine
 Gaming and Media, Inc. under PCAOB auditing standards.

 POLICY
ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 Consistent
with the requirements of the SEC and the PCAOB regarding auditor independence, our Audit Committee has responsibility for appointing,
setting compensation, retaining and overseeing the work of our independent registered public accounting firm. In recognition of this
responsibility, our Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered
by our independent registered public accounting firm to the Company. The policy generally pre-approves specified services in the defined
categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part
of our Audit Committee's approval of the scope of the engagement of the independent auditor or on an individual, explicit and case-by-case
basis before the independent auditor is engaged to provide each service. All of the services provided by Kreston GTA for the fiscal years
ended December 31, 2023 and December 31, 2022, respectively, described above were pre-approved by our Audit Committee or our Board. Our
Audit Committee determined that the rendering of services other than audit services by Kreston GTA were compatible with maintaining the
principal accountant's independence.

 Item
15. Exhibits and Financial Statement Schedules

 EXHIBIT
 NUMBER

 DESCRIPTION
 OF EXHIBITS

 2.1

 Agreement and Plan of Merger, dated as of October 19, 2023, by and among Registrant, GameSquare Merger Sub I, Inc., and FaZe Holdings Inc. (incorporated by reference to Exhibit 2.1 to Registrant's Current Report on Form 6-K filed with the SEC on October 20, 2023).

 2.2

 First Amendment to Agreement and Plan of Merger, dated as of December 19, 2023, by and among Registrant, GameSquare Merger Sub I, Inc., and FaZe Holdings Inc. (incorporated by reference to Exhibit 2.1 to Registrant's Current Report on Form 6-K, filed with the SEC on December 22, 2023).

 3.1

 Certificate of Incorporation of GameSquare Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on March 13, 2024).

 3.2

 Bylaws of GameSquare Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed with the SEC on March 13, 2024).

 4.1

 Form of PIPE Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on March 13, 2024).

 4.2**

 Description of Securities (incorporated by reference to Exhibit 4.2 to the Registrant's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

 10.1

 Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on March 13, 2024).

 10.2

 Backstop Agreement, dated as of October 19, 2023, by and among Registrant and Goff & Jones Lending Co, LLC (incorporated by reference to Exhibit 10.3 to Registrant's Current Report on Form 6-K filed with the SEC on October 20, 2023).

 10.3

 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed with the SEC on March 13, 2024).

 10.4

 Membership Interest Purchase Agreement, dated as of March 1, 2024, by and among Global Esports Properties, LLC, GameSquare Esports (USA), Inc., and GameSquare Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on March 4, 2024).

 10.5

 Secured Promissory Note, dated as of March 1, 2024, by and between Global Esports Properties, LLC and GameSquare Esports (USA), Inc. (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed with the SEC on March 4, 2024).

 10.6

 Security Agreement, dated as of March 1, 2024, by and between Global Esports Properties, LLC and GameSquare Esports (USA), Inc. (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed with the SEC on March 4, 2024).

 10.7

 Asset Purchase Agreement, dated as of November 10, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on January 4, 2024).

 10.8

 Amendment No. 1 to the Asset Purchase Agreement, dated as of December 15, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed with the SEC on January 4, 2024).

 10.9

 Amendment No. 2 to the Asset Purchase Agreement, dated as of December 22, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed with the SEC on January 4, 2024).

 10.10

 Amendment No. 3 to the Asset Purchase Agreement, dated as of December 27, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed with the SEC on January 4, 2024).

 10.11

 Convertible Note, dated as of December 29, 2023, by and between GameSquare Holdings, Inc. and King Street Partners LLC. (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed with the SEC on January 4, 2024).

 10.12

 Security Agreement, dated as of December 29, 2023, by and between GameSquare Holdings, Inc. and King Street Partners LLC (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K, filed with the SEC on January 4, 2024).

 10.13

 Form of FaZe Support Agreement, dated as of October 19, 2023, by and between GameSquare Holdings, Inc. and certain stockholders of FaZe Holdings Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 6-K, filed with the SEC on October 20, 2023).

 10.14

 Form of GameSquare Support Agreement, dated as of October 19, 2023, by and between FaZe Holdings Inc. and certain stockholders of GameSquare Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 6-K, filed with the SEC on October 20, 2023).

 10.15

 Backstop Agreement, dates as of October 19, 2023, by and among GameSquare Holdings, Inc. and Goff & Jones Lending Co, LLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 6-K, filed with the SEC on October 20, 2023).

 10.16

 Financing and Security Agreement dated as of September 14, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 6-K filed with the SEC on September 27, 2023).

 10.17

 Intercreditor Agreement dated as of September 14, 2023(incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 6-K filed with the SEC on September 27, 2023).

 10.18+*

 Amended and Restated Employment Agreement, dated July 7, 2023, between the Registrant and Justin Kenna.

 10.19+*

 Employment Agreement, dated July 7, 2023, between the Registrant and Lou Schwartz.

 10.20+

 Registrant's Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 4.3 to the Registrant's Amendment No. 1 to Annual Report on Form 20-F, filed with the SEC on December 20, 2023).

 21.1**

 Subsidiaries of GameSquare Holdings, Inc (incorporated by reference to Exhibit 21 to the Registrant's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

 23.1**

 Consent of Kreston GTA LLP (incorporated by reference to Exhibit 23.1 to the Registrant's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

 31.1**

 Certification of Principal Executive Officer pursuant to Rule 13(a)-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.1 to the Registrant's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

 31.2**

 Certification of Principal Financial Officer pursuant to Rule 13(a)-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.2 to the Registrant's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

 31.3*

 Certification of Principal Executive Officer pursuant to Rule 13(a)-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

 31.4*

 Certification of Principal Financial Officer pursuant to Rule 13(a)-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

 32.1**

 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.1 to the Registrant's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

 32.2**

 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Registrant's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

 97.1+**

 Clawback Policy (incorporated by reference to Exhibit 32.2 to the Registrant's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *Filed
herewith.

 **Previously
filed or furnished, as applicable, as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 16, 2024.

 + Management contract or compensatory plan or arrangement.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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.

 Date: April 30, 2024

 GameSquare Holdings, Inc.

 By:

 /s/
 Justin Kenna

Kenna

 Chief Executive Officer

 (Principal
 Executive Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Justin Kenna

 Chief
 Executive Officer and Director

 April

 Kenna

 (Principal
 Executive Officer)

 /s/
 Michael Munoz

 Chief
 Financial Officer

 April

 Michael
 Munoz

 (Principal
 Financial Officer)

 /s/
 Stuart Porter

 April

 Stuart
 Porter

 /s/
 Thomas Walker

 April

 Thomas
 Walker

 /s/
 Travis Goff

 April

 Travis
 Goff

 /s/Jeremi
 Gorman

 April

 Jeremi
 Gorman

 /s/
 Lou Schwartz

 April

 Lou
 Schwartz

 /s/
 Paul Hamilton

 April

 Paul
 Hamilton

 /s/
 Nick Lewin

 April

 Nick
 Lewin