GameSquare closes FanEngine deal, issuing 30% of shares; guides 2027 revenue >$150M, adj EBITDA >$30M

GameSquare Holdings, Inc.

Issued 5,439,416 shares to FanEngine securityholders (30% of post-closing outstanding); earnout up to 1,410,218 more shares in two 705,109 tranches.
Cash earnout up to $50M: $0.50 per $1 of net income above $8M for 2027 (max $25M) and above $25M for 2028 (max $25M).
2027 guidance: revenue over $150M, gross margin above 50%, adjusted EBITDA over $30M; 2026 proforma $85M+ revenue, $5M+ EBITDA.
Board expanded to 8 with FanEngine's Marco Baccanello and Benjamin Hugo; stockholders approved 2026 Stock Incentive Plan.
IP includes Peaky Blinders (Q4 2026 launch), Simon's Cat and 15 athletes incl. Ben Stokes; deal approved by stockholders Oct 22, 2026.

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