GameSquare Holdings Inc 2025年度报告

Form 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39389 GAMESQUARE HOLDINGS, INC.(Exact name of registrant as specified in its charter) 6775 Cowboys Way, Ste. 1335Frisco, Texas, 75034 USA(Address of principal executive offices, including zip code) (216) 464-6400(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: 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 Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ 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☒or 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☒or 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 the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated FilerNon-accelerated Filer ☐Accelerated Filer☒Smaller reporting Company 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 check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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 financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period 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 June 30, 2025 was$25,391,698 based on the closing price of $0.8690 as reported by the Nasdaq Stock Market. The number of shares outstanding of the Registrant’s common stock as of April 8, 2026 were: 95,761,215 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and ExchangeCommission pursuant to Regulation 14A are incorporated by reference into Part III of this Annual Report on Form 10-K. GameSquare Holdings Inc. AnnualReport on Form 10-KFor the fiscal year ended December 31, 2025 Table of Contents PAGENO.PART IItem 1. Business3Item 1B. Unresolved Staff Comments25Item 1C. Cybersecurity25Item 2. Properties25Item 3. Legal Proceedings26Item 4. Mine Safety Disclosures26PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities27Item 6. [Reserved]27Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 8. Financial Statements and Supplementary DataF-1Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure47Item 9A. Controls and Procedures47Item 9B. Other Information48Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections48PART IIIItem 10. Directors, Executive Officers and Corporate Governance48Item 11. Executive Compensation48Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters48Item 13. Certain Relationships and Related Transactions, and Director Independence49Item 14. Principal Accounting