GameSquare Holdings Inc 2024年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 10-K (Mark One) ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Commission File Number: 001-39389 GAMESQUARE HOLDINGS, INC.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐orNo☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). Yes☐or No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large Accelerated Filer☐Accelerated Filer☐Non-accelerated Filer☐Smaller reporting Company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☐ The aggregate market value of the shares of GAME common stock held by non-affiliates of the registrant as of June30, 2024 was $24,526,610 based on the closing price of $1.20 as reported by The Nasdaq Stock Market. The number of shares outstanding of the Registrant’s common stock as of April 6, 2025 were: GAME Common Stock 38,913,565 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities andExchange Commission pursuant to Regulation 14A are incorporated by reference into Part III of this Annual Reporton Form 10-K. GameSquare Holdings Inc. AnnualReport on Form 10-KFor the fiscal year ended December 31, 2024 Table of Contents PAGENO.PART IItem 1. Business2Item 1B. Unresolved Staff Comments6Item 1C. Cybersecurity6Item 2. Properties6Item 3. Legal Proceedings7Item 4. Mine Safety Disclosures8 PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities8Item 6. [Reserved]8Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations9Item 8. Financial Statements and Supplementary DataF-1Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure30Item 9A. Controls and Procedures30Item 9B. Other Information31Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections31 Cautionary Statement Regarding Forward-Looking Statements This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaningof Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”) that involve substantial risks and uncertainties. Theseforward-looking statements depend upon events, risks and uncertainties that may