United States securities and exchange commission logo
July 21, 2021
Paul Bozoki
Chief Financial Officer
GameSquare Esports Inc.
65 Queen Street West, Suite 900
Toronto, Ontario M5H 2M5, Canada
Re: GameSquare Esports
Inc.
Amendment No. 1 to
Registration Statement on Form 20-F
Filed June 24, 2021
File No. 000-56292
Dear Mr. Bozoki:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 20-F filed June 24,
2021
Item 1. Identity of Directors, Senior Management and Advisers
C. Auditors, page 3
1. Please provide your
auditor s membership in a professional body. Refer to Item 1.C of
Form 20-F.
Item 4. Information on the Company
B. Business Overview, page 16
2. Please provide support
for your statement that "[t]he esports industry is growing rapidly,
with US$8.1 billion
(approximately C$9.8 billion) of disclosed investment and over 100
billion hours watched
in 2020," or revise to state this is management's belief.
Paul Bozoki
FirstName LastNamePaul
GameSquare Esports Inc. Bozoki
Comapany
July NameGameSquare Esports Inc.
21, 2021
July 21,
Page 2 2021 Page 2
FirstName LastName
3. Please provide further disclosure about your 49% stake in China-based
esports franchise
LGD Gaming, including the nature of your ownership interests and level
of involvement
with the company, the business conducted by the company, and any risks
associated with
foreign investment in a China-based company.
4. Please provide a description of the material effects of government
regulations on
your business, including identifying the regulatory body. Refer to
Item 4.B.8 of Form 20-
F.
Item 5. Operating and Financial Review and Prospects
A. Operating Results, page 22
5. Please expand your disclosure to include a qualitative and
quantitative analysis of all
material changes in your statements of loss items between the
reporting periods. Refer
to Item 5.A of Part I of Form 20-F.
B. Liquidity and Capital Resources, page 24
6. Please discuss your ability to generate and obtain adequate amounts of
cash to meet your
requirements and plans for cash in the long-term (i.e., beyond the
next 12 months). Refer
to Item 5.B of Form 20-F.
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information, page 32
7. We note your reference to unaudited interim consolidated financial
statements for the
three months ended February 28, 2021 on page 32; however, this
information has not been
provided. Please advise.
General
8. Please revise to include a reference to Arctos Petroleum Corp. (CIK
0001082518)
aka Stetson Oil & Gas and describe its relationship to your company.
Paul Bozoki
FirstName LastNamePaul
GameSquare Esports Inc. Bozoki
Comapany
July NameGameSquare Esports Inc.
21, 2021
July 21,
Page 3 2021 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Suying Li at 202-551-3335 or Theresa Brillant at
202-551-3307 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jacqueline Kaufman at 202-551-3797 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services