GameSquare Holdings Inc美股招股说明书(2025-07-16版)

(to Prospectus dated May 9, 2025) GAMESQUARE HOLDINGS, INC.________shares of Common StockPre-Funded Warrants to Purchase ________ shares of Common StockWe are offering________shares of our Common Stock, par value $0.0001 per share (the “Common Stock”), pursuant to thisProspectus Supplement and accompanying Prospectus and, in lieu of Common Stock to investors that so choose, pre-funded warrants topurchase up to________shares of our Common Stock in this offering. The purchase price of each pre-funded warrant will equal the price per and each pre-funded warrant will be exercisable at any time after the date of issuance. This Prospectus Supplement also relates to the offeringof the shares of our Common Stock issuable upon the exercise of such pre-funded warrants. Our Common Stock is listed on The Nasdaq Capital Market (“NASDAQ”) under the symbol “GAME.” On July 15, 2025, the lastreported sale price of our Common Stock on NASDAQ was $1.66. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933 (the “Securities Act”) and a “smallerreporting company” as defined under Rule 405 of the Securities Act, and as such, we have elected to comply with certain reduced publiccompany reporting requirements. See “Summary- Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”INVESTINGIN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK.SEE“RISK FACTORS”SECTIONBEGINNING ON PAGE S-12 OF THIS PROSPECTUS SUPPLEMENT AND ANY OTHER RISK FACTORS CONTAINED IN ANYAPPLICABLE PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN AND UPONTHE ADEQUACY OR ACCURACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT.ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. TotalPer SharePerPre-FundedWarrantWithout Over-AllotmentOptionWith OverAllotmentOption Underwriting discounts and commissions(1)$$$$Proceeds to GameSquare, before expenses$$$$ some of which may not apply to the securities being offered under this Prospectus Supplement. This Prospectus Supplement is deemed to beincorporated by reference into the accompanying prospectus solely for the purposes of the Offering constituted by this Prospectus Supplement.You should rely only on the information contained in or incorporated by reference in this Prospectus Supplement and theaccompanying Prospectus and on the other information included in the Company’s registration statement on Form S-3 (File No. 333-285543),as amended, initially filed with the SEC on March 4, 2025 and declared effective on June 4, 2025 (the “Registration Statement”), of which The Company and the underwriters are not making an offer to sell or seeking an offer to buy the securities in any jurisdiction where the offer orsale is not permitted. You should not assume that the information contained in this Prospectus Supplement, the accompanying Prospectus andthe documents incorporated by reference herein and therein is accurate as of any date other than the date on the front of this ProspectusSupplement, the accompanying Prospectus or the respective dates of the documents incorporated by reference herein and therein, as applicable,regardless of the time of delivery of this Prospectus Supplement or of any sale of the securities pursuant hereto. Our business, financialcondition, results of operations and prospects may have changed since those dates. Information contained on the Company’s website should notbe deemed to be a part of this Prospectus Supplement, the accompanying Prospectus or incorporated by reference herein or therein and shouldnot be relied upon by a prospective investor for the purpose of determining whether to invest in the securities. Unless we have indicated otherwise, or the context otherwise requires, references in this Prospectus Supplement or the accompanyingProspectus to “GameSquare”, the “Company”, “we”, “us” and “our” refer to GameSquare Holdings, Inc.S-1 information generally can be identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”,“will”, “project”, “predict”, “propose”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. Thesestatements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially fromthose anticipated in such forward-looking information.In particular, this Prospectus Supplement and the accompanying Prospectus contain or incorporate by reference forward-lookinginformation, including, without limitation, with respect to the following matters or the Company’s expectations relating to such matters:expectations regarding existing products and plans to develop, implement or adopt new technology or products; the expectation of obtainingnew customers for the Company’s products and services, as well as expectations regarding expansion and acceptance of the Company’s brandand products to new markets; estimates and projections regard