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FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30,2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to _______ Commission file number:001-39389 GAMESQUARE HOLDINGS, INC.(Exact name of registrant as specified in its charter) 99-1946435(IRS EmployerIdentification No.) Delaware(State or other jurisdictionof incorporation or organization) 6775 Cowboys Way,Ste. 1335Frisco,Texas,USA75034(Address of principal executive offices) (Zip Code) (216)464-6400(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredThe NASDAQ Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Cautionary Statement Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, asamended (the “Exchange Act”) that involve substantial risks and uncertainties. These forward-looking statements depend upon events,risks and uncertainties that may be outside of our control. All statements other than statements of historical fact are forward-lookingstatements. Thewords“anticipate,”“believe,”“continue,”“could,”“estimate,”“expect,”“intends,”“may,”“might,”“plan,”“possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, butthe absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, withoutlimitation, our expectations concerning the outlook for our business, productivity, plans and goals for future operational improvementsand capital investments, operational performance, future market conditions or economic performance and developments in the capitaland credit markets and expected future financial performance, expected return of its ETH based treasury program, as well as anyinformation concerning possible or assumed future results of operations. Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differmaterially from those projected or implied in those statements. Important factors that could cause such differences include, but are notlimited to: ●the sufficiency of our cash and investments to meet our liquidity needs;●our limited operating history and uncertain future prospects and rate of growth due to our limited operating history, includingour ability to implement business plans and other expectations;●our ability to grow market share in our existing markets or any new markets we may enter;●our ability to maintain and grow the strength of our brand reputation;●the Company’s ability to achieve its objectives;●our ability to manage our growth effectively;●our ability to retain existing and attract new Esports professionals, content creators and influencers;●our success in retaining or recruiting, or changes required in, our officers, directors and other key employees or independentcontractors;●our ability to maintain and strengthen our community of brand partners, engaged consumers, content creators, influencers andEsports professionals, and the success of our str