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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 December 2023.
Commission File Number: 001-39389
GameSquare Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034
(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 ☐
Amendment to Merger Agreement
As previously disclosed, on October 19, 2023, GameSquare Holdings, Inc. (“GameSquare”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with FaZe Holdings Inc., a Delaware corporation (“FaZe”), and GameSquare Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of GameSquare ( “Merger Sub”), pursuant to which, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into FaZe (the “Merger”), with FaZe surviving such Merger as a wholly-owned subsidiary of GameSquare. The Merger Agreement contained, among other things, mutual termination rights for FaZe and GameSquare in the event the Merger is not completed by December 31, 2023 (the “End Date”).
On December 19, 2023, GameSquare, FaZe and Merger Sub entered into a First Amendment to Agreement and Plan of Merger (the “Amendment”), pursuant to which the End Date was extended from December 31, 2023 to February 15, 2024. Other than as expressly modified by the Amendment, the Merger Agreement (which was filed as Exhibit 2.1 to the Current Report on Form 6-K filed by GameSquare with the Securities Exchange Commission on October 20, 2023) remains in full force and effect.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 6-K and is incorporated herein by reference.
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. | ||
| (Registrant) | ||
| Date: December 22, 2023 | By: | /s/ Justin Kenna |
| Name: | Justin Kenna | |
| Title: | Chief Executive Officer and Director | |
EXHIBIT INDEX
| Exhibit |
Description |
|
| 2.1 | First Amendment to Agreement and Plan of Merger, dated as of December 19, 2023, by and among GameSquare Holdings, Inc., GameSquare Merger Sub I, Inc., and FaZe Holdings Inc. |
Exhibit 2.1
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
This First Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of December 19, 2023 by and among GameSquare Holdings, Inc., a British Columbia corporation (“Parent”), GameSquare Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and FaZe Holdings Inc., a Delaware corporation (the “Company”). Each capitalized term used but not otherwise defined herein shall have the meaning set forth in that certain Agreement and Plan of Merger, dated as of October 19, 2023 (the “Merger Agreement”), by and among Parent, Merger Sub and the Company.
WHEREAS, pursuant to Section 7.06 of the Merger Agreement, the Merger Agreement may be amended by an instrument in writing signed on behalf of each of Parent, Merger Sub and the Company; and
WHEREAS, the parties hereto wish to modify the End Date as set forth in the Merger Agreement.
NOW, THEREFORE, for good and valuable consideration, the parties hereto intending to be legally bound hereby agree as follows:
1. Section 7.02(a). The reference to “December 31, 2023” in Section 7.02(a) of the Merger Agreement is hereby deleted and replaced with “February 15, 2024”.
2. Full Force and Effect. Except as otherwise expressly set forth in this Amendment, the terms and provisions of the Merger Agreement shall continue unmodified and in full force and effect.
3. Execution; Governing Law. This Amendment may be executed in any number of counterparts, all of which together shall constitute one Amendment. One or more counterparts of this Amendment may be delivered via facsimile or electronic transmission (emailed PDF or DocuSign) and shall have the same effect as an original counterpart hereof. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware.
[Signatures Follow]
IN WITNESS WHEREOF, the undersigned executed this Amendment as of the date first above written.
| COMPANY: | ||
| FAZE HOLDINGS INC. | ||
| By: | /s/ Christoph Pachler | |
| Name: | Christoph Pachler | |
| Title: | Authorized Signatory | |
| PARENT: | ||
| GAMESQUARE HOLDINGS, INC. | ||
| By: | /s/ Justin Kenna | |
| Name: | Justin Kenna | |
| Title: | Chief Executive Officer | |
| MERGER SUB: | ||
| GAMESQUARE MERGER SUB I, INC. | ||
| By: | /s/ Justin Kenna | |
| Name: | Justin Kenna | |
| Title: | Chief Executive Officer | |
[Signature Page to First Amendment to Agreement and Plan of Merger]