SEC Form SC 13G filed by Engine Media Holdings Inc.

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

Engine Media Holdings, Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

29287R103

(CUSIP Number)

August 5, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in 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).

Engine Media Holdings, Inc. (the “Issuer”)

77 King Street West

Suite 300

PO Box 95

Toronto, Ontario, Canada M5K 1G8

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Stuart D. Porter

Three Curve Holding Corporation

Three Curve Capital LP (“Three Curve LP”)

The address for each of the reporting persons is 185 Dartmouth Street, 7th Floor, Boston, MA 02116.

Mr. Porter is a citizen of the United States of America. Each of the other reporting persons is organized under the laws of the state of Delaware.

Common Shares, without par value (the “Common Shares”).

29287R103

Not applicable.

(a-c)

The ownership information presented below represents beneficial ownership of Common Shares of the Issuer as of the date hereof, based upon 15,364,425 shares of Common Shares outstanding as of July 25, 2021.

The amounts reflected in the table above consists of (i) 264,155 Common Shares held of record by Mr. Porter, (ii) 866,666 Common Shares held of record by Three Curve LP, and (iii) 650,000 Common Shares issuable upon exercise of a warrant held of record by Three Curve LP.

Pursuant to the terms of the warrant, Three Curve LP may exercise the warrant only to the extent that doing so would not result in the Reporting Persons becoming the beneficial owners of more than 9.9% of the then-outstanding Common Shares, after accounting for the Common Shares to be issued at the time of any such warrant exercise.

Mr. Porter is the sole shareholder of Three Curve Holding Corporation, which is the general partner of Three Curve LP. As such, each of the foregoing entities and Mr. Porter may be deemed to share beneficial ownership of the securities held of record by Mr. Porter and Three Curve LP. Each of them disclaims any such beneficial ownership.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 16, 2021

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