GameSquare Holdings, Inc. has completed the acquisition of sports, music, and entertainment intellectual property assets from FanEngine Holdings Ltd. The transaction was consummated on October 26, 2026, following stockholder approval at a special meeting held on October 22, 2026.
Under the Contribution Agreement, GameSquare acquired the Purchased Assets, which include assigned contracts, intellectual property assets, licensed intellectual property, books and records, warranties, and goodwill. The Buyer assumed only specific Assumed Liabilities, including trade accounts payable not exceeding $25,000 and obligations under assigned contracts that do not relate to pre-Closing breaches.
As consideration for the acquisition, GameSquare issued an aggregate of 5,439,416 shares of common stock to the Seller Securityholders at the Closing. This issuance represented 30% of the total issued and outstanding shares of common stock immediately following the Closing. The Seller Securityholders are also eligible to receive additional contingent stock consideration of up to 1,410,218 shares, representing 10% of the outstanding shares, based on specific revenue milestones. Additionally, they may receive contingent cash consideration of up to $50 million, calculated as $0.50 for every $1.00 of Earnout Net Income exceeding certain thresholds.
In connection with the transaction, the Company’s Board of Directors increased in size from six to eight directors and appointed Marco Baccanello and Benjamin Hugo to the Board. The Company issued Mr. Baccanello 843,109 shares and Mr. Hugo 924,701 shares at the Closing. They are also eligible for additional stock and cash earnout payments based on performance milestones. Anonymous Labs Ltd., in which Mr. Hugo holds an equity interest, received 1,087,883 shares of common stock at the Closing.
GameSquare’s stockholders also approved the GameSquare Holdings, Inc. 2026 Stock Incentive Plan at the Special Meeting, which replaces the 2024 Plan. As of the record date of September 21, 2026, there were 12,785,891 shares of common stock outstanding and entitled to vote. Approximately 43.65% of the shares were present in person or by proxy.
