您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。[美股招股说明书]:游戏驿站美股招股说明书(2025-10-07版) - 发现报告

游戏驿站美股招股说明书(2025-10-07版)

2025-10-07美股招股说明书李***
游戏驿站美股招股说明书(2025-10-07版)

59,153,963 Shares of Class A Common Stock This prospectus supplement relates to the issuance and sale of up to 59,153,963 shares of class A common stock, par value $0.001 per share (the“Common Stock”), by GameStop Corp., a Delaware corporation (“GameStop,” “Company,” “we,” “our,” “us,” and like expressions), upon the exercise ofwarrants issued by GameStop on October 7, 2025, as a distribution to all holders of the shares of Common Stock and the Company’s 0.00% Convertible SeniorNotes due 2030 (the “2030 Notes”) and 0.00% Convertible Senior Notes due 2032 (the “2032 Notes”, and together with the 2030 Notes, the “ConvertibleNotes”) on the Record Date (as defined below) (each, a “Warrant” and, collectively, the “Warrants”). Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “GME.” On October 6, 2025, the last reported sale priceof our Common Stock on the NYSE was $25.05 per share. Our common stock has experienced extreme volatility in price and trading volume. From February2, 2025 to October 6, 2025, the closing price of our common stock on the NYSE ranged from as low as $20.73 to as high as $35.81 and daily trading volumeranged from approximately 1,998,200 to 172,324,500 shares. During such period, we did not experience any material changes in our financial condition orresults of operations that would explain such price volatility or trading volume. Furthermore, since January 2021 through the date hereof, the market price ofour common stock has seen extreme price fluctuations that do not appear to be based on the underlying fundamentals of our business or results of operations.Investors that purchase shares of our common stock in this offering may lose a significant portion of their investments if the price of our common stocksubsequently declines. Please see the section of this prospectus supplement titled “Risk Factors.” The Company has declared a distribution (the “Warrant Distribution”) of transferable Warrants at no charge to all of its stockholders of record andholders of record of the Convertible Notes on October 3, 2025 (the “Record Date”). The Company distributed one (1) Warrant for every ten (10) issued andoutstanding shares of Common Stock. Holders (“other eligible recipients”) of the Convertible Notes also received, at the same time and on the same terms asholders of Common Stock, Warrants without having to convert such other eligible recipient’s Convertible Notes as if such other eligible recipient held a numberof shares of Common Stock, equal to the product of (i)the Conversion Rate (as defined in the applicable indenture for the Convertible Notes) in effect on theRecord Date and (ii)the aggregate principal amount (expressed in thousands) of Convertible Notes held by such other eligible recipient on such date. The Warrants may be exercised at any time in accordance with their terms until October30, 2026, subject to the conditions set forth in the Warrants.Each Warrant entitles the holder thereof to purchase from us one share of Common Stock at an initial Warrant Exercise Price of $32.00 per Warrant, subject tocertain adjustments. Holders can only exercise a Warrant by paying the Warrant Exercise Price to acquire the shares of Common Stock in cash. Based on the number of shares of Common Stock issued and outstanding and the principal amount of the Convertible Notes outstanding as ofOctober 3, 2025, if all Warrants issued in the Warrant Distribution were exercised, we would have 507,062,653 shares of Common Stock issued andoutstanding following the completion of the exercise period for the Warrants. The Warrants have been issued by the Company pursuant to a warrant agreement, dated October 7, 2025, between the Company and ComputershareTrust Company N.A., as Warrant Agent (the “Warrant Agreement”). The Warrants are transferable and are expected to trade on NYSE under the ticker GMEWS. However, there can be no assurance that an orderly, liquid trading market for the Warrants will develop. Any trading value of the Warrants will bedetermined by the market. The Company will receive proceeds from the exercise of the Warrants for cash. See “Use of Proceeds” in this prospectus supplement. Investing in the securities offered by this prospectus supplement involves substantial risks. You should carefully consider the risks describedunder the “Risk Factors” section of this prospectus supplement beginning on page S-6 and similar sections in our filings with the Securities and Exchange Commission (“SEC”) incorporated by reference herein before buying any of the shares of Common Stockoffered hereby. Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy ofthis prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is October 7, 2025. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS