{"url_path":"/sec/game/8-k/2026-06-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1714562/0001493152-26-029590-index.html","accession_number":"0001493152-26-029590","cik":"0001714562","ticker":"GAME","issuer_name":"GameSquare Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1714562/0001493152-26-029590-index.html","primary_entity_key":"0001714562","primary_entity_name":"GameSquare Holdings, Inc."},"word_count":360,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJune 18, 2026, GameSquare Holdings, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger\nAgreement”) with GameSquare Merger Sub 3, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger\nSub 3”).\n\n \n\nAt\nthe Company’s 2026 Annual Meeting of Stockholders held on June 18, 2026 (the “Annual Meeting”), the Company’s\nstockholders approved and adopted the Merger Agreement and the transactions contemplated thereby, including the merger of Merger Sub\nwith and into the Company (the “Merger”), with the Company surviving the Merger as the surviving corporation.\n\n \n\nAlso\non June 18, 2026 (the “Effective Time”), upon the satisfaction or waiver of the remaining closing conditions under the Merger\nAgreement, the Company completed the Merger.\n\n \n\nAt\nand after the Effective Time of the Merger, each share of the Company’s common stock issued and outstanding immediately before\nthe Effective Time remains an issued and outstanding share of common stock of the Company. Each share of common stock of Merger Sub 3\nissued and outstanding immediately before the Effective Time of the Merger is automatically cancelled and retired for no consideration\nand ceases to exist.\n\n \n\nAlso\nat the Effective Time of the Merger, each outstanding share of Series A-1 Preferred Stock, including any fraction of a share, held by\nstockholders automatically converted into 1,000 fully paid and non-assessable shares of common stock of the Company, including any fraction\nof a share, pursuant to the terms of the Certificate of Designation of Series A-1 Convertible Preferred Stock. Each outstanding share\nof Series A-2 Preferred Stock, including any fraction of a share, held by stockholders automatically converted into one fully paid and\nnon-assessable share of common stock of the Company, including any fraction of a share, pursuant to the terms of the Certificate of Designation\nof Series A-2 Convertible Preferred Stock.\n\n \n\nThe\nforegoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full\ntext of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by\nreference."}