GameSquare Holdings Inc美股招股说明书(2025-07-18版)

46,666,667shares of Common Stock We are offering 46,666,667 shares of our Common Stock, par value $0.0001 per share (the “Common Stock”), pursuant to thisProspectus Supplement and accompanying Prospectus. 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 ANDTHEREIN. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATESECURITIES COMMISSION OR REGULATOR HAS APPROVED OR DISAPPROVED THESE SECURITIES, NOR PASSEDUPONTHE ADEQUACY OR ACCURACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT.ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. (1)Includes an underwriting discount of 7.0%. See “Underwriting” beginning on page S-18of this Prospectus Supplement for additionalinformation regarding the compensation payable to the underwriters. We have granted the underwriters an option for a period of 45 days from the date of this Prospectus Supplement to purchase up to anadditional 7,000,000 shares of our Common Stock from us at the public offering price, less underwriting discounts and commissions. The underwriters expect to deliver the shares of Common Stock to purchasers on or about July 18, 2025. Lucid Capital Markets The date of this Prospectus Supplement is July 17, 2025. TABLE OF CONTENTS OF THE PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-1FORWARD-LOOKING INFORMATIONS-2INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-4MARKET AND INDUSTRY DATAS-5DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENTS-6AVAILABLE INFORMATIONS-6SUMMARY OF THE OFFERINGS-7THE COMPANYS-8RISK FACTORSS-12CONSOLIDATED CAPITALIZATIONS-16USE OF PROCEEDSS-16DILUTIONS-17UNDERWRITINGS-18DESCRIPTION OF CAPITAL STOCKS-20DIVIDENDSS-23LEGAL MATTERSS-23EXPERTSS-23WHERE YOU CAN FIND MORE INFORMATIONS-23 TABLE OF CONTENTS OF THE ACCOMPANYING PROSPECTUSPageABOUT THIS PROSPECTUS2CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3PROSPECTUS SUMMARY5RISK FACTORS7USE OF PROCEEDS8DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF DEPOSITARY SHARES19DESCRIPTION OF WARRANTS21DESCRIPTION OF SUBSCRIPTION RIGHTS22DESCRIPTION OF PURCHASE CONTRACTS23DESCRIPTION OF UNITS24DIVIDEND POLICY25PLAN OF DISTRIBUTION26LEGAL MATTERS29 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement (the “Prospectus Supplement”), which describes thespecific terms of the securities being offered and also adds to and updates information contained in the accompanying prospectus and thedocuments incorporated by reference herein and therein. The second part, the prospectus (the “Prospectus”), gives more general information,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 whichthis Prospectus Supplement and the accompanying Prospectus form a part. If the description of the Common Stock or any other informationvaries between this Prospectus Supplement and the accompanying Prospectus (including the documents incorporated by reference herein andtherein), you should rely on the information in this Prospectus Supplement. We have not, and the underwriters have not, authorized anyone toprovide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it.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 accurat