As filed with the Securities and Exchange Commission on January 24, 2024.
Registration No. 333-275994
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GameSquare Holdings, Inc.
(Exact name of registrant as specified in its charter)
| British Columbia, Canada | | 7311 | | Not Applicable |
(State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (IRS Employer Identification Number) |
6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034
(216) 464-6400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Computershare Trust Company of Canada
100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1
(416) 263-9200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Alan A. Lanis, Jr. Baker & Hostetler LLP 11601 Wilshire Boulevard, Suite 1400 Los Angeles, California 90025-0509 (310) 442-8850 | | D. Thomas Triggs Brian A. Sullivan Sullivan & Triggs, LLP 1230 Montana Avenue, Suite 201 Santa Monica, CA 90403 310-451-8300 |
From time to time after the effective date of this Registration Statement and upon completion of the transaction described in the enclosed proxy statement/prospectus.
(Approximate date of commencement of proposed sale to the public): As soon as practicable after the effectiveness of this registration statement and all other conditions to the Merger described herein have been satisfied or waived.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
| U.S. Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | | ☐ |
| U.S. Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer) | | ☐ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement on Form F-4 (File No. 333-275994) (“Registration Statement”) is being filed as an exhibits-only filing solely for the purpose of updating Exhibit 8.1 of the Registration Statement. This Amendment No. 2 does not modify any provisions of the proxy statement/prospectus that forms a part of the Registration Statement and accordingly, this Amendment No. 2 consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
EXHIBIT INDEX
* Previously filed.
SIGNATURES
Pursuant to the requirements of the U.S. Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Frisco, State of Texas, on January 24, 2024
| | GAMESQUARE HOLDINGS INC. |
| | | |
| | By: | /s/ Justin Kenna |
| | Name: | Justin Kenna |
| | Title: | Chief Executive Officer |
Pursuant to the requirements of the U.S. Securities Act, this registration statement has been signed below by the following persons in the capacities indicated and on the dates indicated:
| Signature | | Title | | Date |
| | | | | |
| /s/ Justin Kenna | | Chief Executive Officer and Director | | January 24, 2024 |
| Justin Kenna | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Michael Munoz | | Chief Financial Officer | | January 24, 2024 |
| Michael Munoz | | (Principal Financial Officer) | | |
| | | | | |
| /s/ Stuart Porter | | Director | | January 24, 2024 |
| Stuart Porter | | | | |
| | | | | |
| /s/ Tom Walker | | Director | | January 24, 2024 |
| Tom Walker | | | | |
| | | | | |
| /s/ Travis Goff | | Director | | January 24, 2024 |
| Travis Goff | | | | |
| | | | | |
| /s/Jeremi Gorman | | Director | | January 24, 2024 |
| Jeremi Gorman | | | | |
| | | | | |
| /s/ Lou Schwartz | | Director | | January 24, 2024 |
| Lou Schwartz | | | | |
