GameSquare Holdings, Inc. has entered into a Contribution Agreement to acquire the assets of FanEngine Holdings Ltd. The transaction, dated September 8, 2026, involves GameSquare IP Holdings, Inc., a wholly owned subsidiary, purchasing substantially all of FanEngine’s assets. The deal is structured as an asset acquisition rather than a purchase of the entire company.
Under the terms of the agreement, Buyer will assume only specific liabilities, including trade accounts payable not exceeding $25,000 and certain post-closing obligations under assigned contracts. All other liabilities will be retained by Seller.
Consideration for the transaction consists of two main components. First, the Company will issue 30% of its total issued and outstanding common stock to the Seller Securityholders at closing. Second, the Seller Securityholders are eligible to receive additional stock consideration of up to 10% of the Company’s outstanding shares, contingent on the performance of the acquired assets. This earnout is divided into two tranches: the first tranche is earned if the Purchased Assets generate at least $3 million in revenue over six months or $30 million in annualized revenue; the second tranche is earned if the assets generate at least $6 million in revenue over a 12-month period or $60 million in annualized revenue.
In addition to stock, the Seller Securityholders may receive up to $50 million in cash consideration. The cash earnout is tied to net income thresholds, with payments of $0.50 for every $1.00 of Earnout Net Income exceeding $8 million in 2027 and $25 million in 2028. The issuance of the shares represents a significant dilution, as the potential issuance of the Issued Shares and Share Earnout Amount exceeds 20% of the Company’s outstanding stock and voting power. Consequently, the transaction is conditioned upon the receipt of Company Stockholder Approval pursuant to Nasdaq Listing Rule 5635(a). The Company has agreed to file a proxy statement and solicit proxies in favor of the proposal.
The closing of the transaction is scheduled to occur remotely on the second business day after all applicable conditions are satisfied. The agreement includes provisions for the appointment of two director designees to GameSquare’s board of directors and contains customary representations, warranties, and termination rights.
