GameSquare to acquire FanEngine assets for 30% stock, $50M cash earnout

GameSquare Holdings, Inc.

GameSquare to issue 30% of outstanding common stock to FanEngine holders for asset contribution; closing requires stockholder approval.
Earnout: up to 10% additional stock if revenue hits $3M/month or $30M annualized; second tranche at $6M/month or $60M annualized.
Cash earnout up to $50M: $0.50 per $1 of net income above $8M (2027) and above $25M (2028), max $25M each.
Closing conditioned on Nasdaq approval, regulatory clearances, and no legal restraints; target close by Dec 31, 2026.
Two board seats to be appointed by FanEngine designees effective at closing.

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