SEC Form SC 13D/A filed by GameSquare Holdings Inc. (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

GameSquare Holdings, Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

29287R103

(CUSIP Number)

Jennifer Terrell

Chief Financial Officer

Goff Capital, Inc.

500 Commerce Street, Ste 700

Fort Worth, Texas 76102

(817) 509-3958

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

Gabriel A. de Corral

DLA Piper LLP

200 S Biscayne Blvd #2500

Miami, FL 33131

October 19, 2023

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1		NAME OF REPORTING PERSONS    John C. Goff
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS    AF, WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION    USA

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    0
				8		SHARED VOTING POWER    1,460,378
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    1,460,378

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,460,378
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    11.2%
14		TYPE OF REPORTING PERSON    IN

1		NAME OF REPORTING PERSONS    Travis Goff
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS    PF, OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION    USA

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    16,523
				8		SHARED VOTING POWER    1,460,378
				9		SOLE DISPOSITIVE POWER    16,523
				10		SHARED DISPOSITIVE POWER    1,460,378

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,476,901
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    11.3%
14		TYPE OF REPORTING PERSON    IN

1		NAME OF REPORTING PERSONS    John C. Goff 2010 Family Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS    WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION    Texas

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    0
				8		SHARED VOTING POWER    1,460,378
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    1,460,378

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,460,378
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    11.2%
14		TYPE OF REPORTING PERSON    OO

1		NAME OF REPORTING PERSONS    Goff Capital, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS    WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION    Texas

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    0
				8		SHARED VOTING POWER    761,790
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    761,790

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    761,790
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    5.9%
14		TYPE OF REPORTING PERSON    CO

1		NAME OF REPORTING PERSONS    Goff Family Investments, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS    WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    0
				8		SHARED VOTING POWER    41,039
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    41,039

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    41,039
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    0.3%
14		TYPE OF REPORTING PERSON    PN

1		NAME OF REPORTING PERSONS    JCG 2016 Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS    WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION    Texas

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    0
				8		SHARED VOTING POWER    698,588
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    698,588

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    698,588
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    5.4%
14		TYPE OF REPORTING PERSON    OO

1		NAME OF REPORTING PERSONS    JCG 2016 Holdings, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS    WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION    Texas

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    0
				8		SHARED VOTING POWER    698,588
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    698,588

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    698,588
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    5.4%
14		TYPE OF REPORTING PERSON    PN

1		NAME OF REPORTING PERSONS    Goff NextGen Holdings, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS    WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION    Texas

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    0
				8		SHARED VOTING POWER    720,751
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    720,751

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    720,751
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    5.6%
14		TYPE OF REPORTING PERSON    OO

Item 1. Security and Issuer.

This Amendment No.1 amends and supplements the statement on Schedule 13D filed on April 20, 2023 (the “Original Schedule 13D”) by the Reporting Persons (as defined in the Original Schedule 13D) relating to the Common Shares of no par value (the “Common Shares”) of GameSquare Holdings, Inc. (the “Issuer”), whose principal executive offices are located at 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034. Except as specifically provided herein, this Amendment No.1 does not modify any of the information previously reported in the Original Schedule 13D.

Item 2. Identity and Background.

Item 2 of the Original Schedule 13D is hereby amended and restated to read in full as follows:

“The Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

Goff NextGen Holdings, LLC (“Goff NextGen”);

Goff Family Investments, LP (“Family Investments”);

Goff Capital, Inc. (“Goff Capital”);

John C. Goff 2010 Family Trust (“Goff Family Trust”);

JCG 2016 Holdings, LP (“Holdings”);

JCG 2016 Management, LLC (“Holdings GP”);

Goff & Jones Lending Co, LLC (“Goff & Jones”)

Travis Goff; and

John C. Goff.

Each of the Reporting Persons, except Family Investments, Goff & Jones, John C. Goff and Travis Goff, is organized under the laws of the State of Texas. Goff NextGen and Holdings GP are limited liability companies. Goff Capital is a corporation. Holdings is a limited partnership. Goff Family Trust is a Texas trust. Family Investments is a limited partnership organized under the laws of the State of Delaware. Goff & Jones is a limited liability company organized under the laws of the State of Delaware. John C. Goff and Travis Goff are citizens of the United States. Travis Goff serves as a member of the Board of Directors of the Issuer (the “Board”). The address of the principal office of the Reporting Persons is 500 Commerce St., Suite 700, Fort Worth, Texas 76102. The principal business of John C. Goff is investing in and managing securities and real estate assets. The principal business of Travis Goff is serving as an executive of investment companies. The remaining Reporting Persons are principally engaged in the business of investments in securities, including in securities of the Issuer.

Each of the Reporting Persons files this Schedule 13D jointly. The Reporting Persons are filing this Statement jointly, as they may be considered a “group” under Section 13(d)(3) of the Securities and Exchange Act of 1934 (the “Act”). However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists. For a description of the relationship between the Reporting Persons, see Item 5 below.

During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.”

Item 4. Purpose of the Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented to include the following:

Merger Agreement with FaZe Holdings Inc.

On October 19, 2023, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”), with FaZe Holdings Inc., a Delaware corporation (“FaZe”), and GameSquare Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer ( “Merger Sub”), pursuant to which, subject to the terms and conditions

set forth in the Merger Agreement, Merger Sub will merge with and into FaZe (the “Merger”), with FaZe surviving such Merger as a wholly-owned subsidiary of the Issuer. The Merger Agreement contains customary representations, warranties, covenants and conditions precedent of the parties. The Merger Agreement contains customary mutual termination rights for the Issuer and FaZe, including if the Merger is not completed by December 31, 2023 (the “End Date”), and if either of the required stockholder approvals by the Issuer stockholders or the FaZe stockholders is not obtained.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, which is referenced as Exhibit II to this Schedule 13D and is also incorporated herein by reference.

Backstop Agreement

Simultaneously with the execution and delivery of the Merger Agreement, the Issuer and Goff & Jones, entered into a Backstop Agreement (the “Backstop Agreement”), pursuant to which, among other things, Goff & Jones agreed to commit to backstop the contemplated PIPE financing to be consummated at or around the time of the closing of the Merger (the “PIPE Financing”), in an aggregate amount of no more than $10,000,000, by agreeing pursuant to the Backstop Agreement, to purchase Common Shares of the Issuer (or other Issuer securities, if applicable), to the extent necessary pursuant to the terms of the Backstop Agreement and contemporaneously with the closing of the Merger. The Backstop Agreement contains customary representations, warranties, covenants and conditions precedent of the parties. The Backstop Agreement and all of its provisions shall terminate and be of no further force or effect (i) upon the date that is immediately following an applicable End Date, following written notice from Goff & Jones electing to terminate the Backstop Agreement, or (ii) if FaZe or the Issuer experience a material adverse change, upon written notice from Goff & Jones electing to terminate the Agreement.

The foregoing description of the Backstop Agreement is qualified in its entirety by reference to the Backstop Agreement, which is referenced as Exhibit III to this Schedule 13D and is also incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of Common Shares and percentage of Common Shares beneficially owned by each of the Reporting Persons, as well as the number of Common Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 12,925,828 Common Shares outstanding based on information from the Issuer provided to the Reporting Persons on October 20, 2023 and, the RSUs, options and warrants, if any, beneficially owned by the reporting person if convertible to Common Shares within 60 days of this Schedule 13D (with such securities treated as converted into Common Shares only for purposes of computing the percentage ownership of the reporting person pursuant to the Act).

 

Reporting Person		Amount beneficially owned				Percent of class				Sole power to vote or to direct the vote				Shared power to vote or to direct the vote				Sole power to dispose or to direct the disposition				Shared power to dispose or to direct the disposition
Goff NextGen Holdings, LLC			720,751				5.6	%			0				720,751				0				720,751
Goff Family Investments, LP			41,039				0.3	%			0				41,039				0				41,039
Goff Capital, Inc.			761,790				5.9	%			0				761,790				0				761,790
JCG 2016 Holdings, LP			698,588				5.4	%			0				698,588				0				698,588
JCG 2016 Management, LLC			698,588				5.4	%			0				698,588				0				698,588

John C. Goff 2010 Family Trust			1,460,378				11.2	%			0				1,460,378				0				1,460,378
John C. Goff			1,460,378				11.2	%			0				1,460,378				0				1,460,378
Travis Goff			1,476,901				11.3	%			16,523				1,460,378				16,523				1,460,378

Goff NextGen is the record holder of 720,751 Common Shares. Holdings is the record holder of 616,834 Common Shares and warrants currently exercisable for 81,754 Common Shares. Travis Goff is the record holder of 14,458 Common Shares and 2,065 options which are currently exercisable and may be converted into Common Shares. Family Investments is the record holder of 41,039 Common Shares. Goff Capital, as general partner to Family Investments and manager of Goff NextGen, may be deemed to beneficially own the securities held of record by Family Investments and Goff NextGen. Holdings GP, as general partner to Holdings, may be deemed to beneficially own the securities held of record by Holdings. Goff Family Trust is the sole shareholder of Goff Capital and Holdings GP and may be deemed to beneficially own the securities held of record by Holdings, Goff NextGen, and Family Investments. John C. Goff is the sole trustee of the Goff Family Trust, and consequently, he may be deemed to beneficially own the securities held of record by Holdings, Goff NextGen, and Family Investments. Travis Goff is the President of Goff Capital and Holdings GP and is the son of John C. Goff. As a result of the foregoing relationships, Travis Goff may be deemed to beneficially own the securities held of record by Holdings, Goff NextGen, and Family Investments. Holdings is a member of Goff & Jones and may be deemed to beneficially own the securities held of record by Goff & Jones.

(c) On August 25, 2023, Holdings purchased 32,422 Common Shares at $2.49 per Common Share in the open market. The purchase price paid for the Common Shares was $81,237, including commissions. The source of funds used to purchase the Common Shares was working capital.

(d) None.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended and supplemented to include the following:

Item 4 above summarizes certain provisions of the Merger Agreement and the Backstop Agreement and is incorporated herein by reference. A copy of the Merger Agreement and the Backstop are attached as an exhibit to this Schedule 13D, and each is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.

 

Exhibit Number		Description
I		Joint Filing Agreement.
II		Agreement and Plan of Merger, dated as of October  19, 2023, by and among GameSquare Holdings, Inc., GameSquare Merger Sub I, Inc. and FaZe Holdings Inc. (incorporated by reference to Exhibit 2.1 to Form 6-K of the Issuer filed on October 20, 2023).
III		Backstop Agreement, dated as of October 19, 2023 by and among GameSquare Holdings, Inc. and Goff  & Jones Lending Co, LLC (incorporated by reference to Exhibit 10.3 to Form 6-K of the Issuer filed on October 20, 2023).
IV		Power of Attorney

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: October 23, 2023

 

Travis Goff
By:		/s/ Travis Goff
John C. Goff
By:		/s/ John C. Goff
JCG 2016 Holdings, LP
By: its General Partner, JCG 2016 Management, LLC
By:		/s/ John C. Goff
		John C. Goff, Chief Executive Officer
Goff Family Investments, LP
By: its General Partner, Goff Capital, Inc.
By:		/s/ John C. Goff
		John C. Goff, Chief Executive Officer
Goff Capital, Inc.
By:		/s/ John C. Goff
		John C. Goff, Chief Executive Officer
John C. Goff 2010 Family Trust
By:		/s/ John C. Goff
		John C. Goff, Sole Trustee
Goff NextGen Holdings, LLC
By: its Managing Member, JCG 2016 Holdings, LP By: its General Partner, JCG 2016 Management, LLC
By:		/s/ John C. Goff
		John C. Goff, Chief Executive Officer
JCG 2016 Management, LLC
By:		/s/ John C. Goff
		John C. Goff, Chief Executive Officer
Goff & Jones Lending Co, LLC
By:		/s/ Travis Goff
		Authorized Representative