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GameSquare Holdings, the Nasdaq-listed company that owns FaZe Clan and runs its competitive teams as FaZe Esports, signed a definitive contribution agreement on September 8, 2026 to take over the assets of FanEngine Holdings, a British company. It announced the deal the next day in a release from Frisco, Texas, and filed the agreement with the United States Securities and Exchange Commission (SEC) the same day.
The price is paid mostly in GameSquare's own shares. At closing, FanEngine's owners would receive new stock equal to 30% of the enlarged company, with up to 10% more if revenue targets are met and up to US$50 million in cash tied to the profits of 2027 and 2028. Nothing has changed hands yet: the deal needs a vote of GameSquare's stockholders, and the company expects it to close in the fourth quarter of 2026.
GameSquare Holdings Form 8-K and release of September 9, 2026, describing the contribution agreement signed on September 8.
What GameSquare is buying
FanEngine describes itself, in the release, as an aggregator of technology, media and fan-economy assets. GameSquare names four of them. Two are Peaky Blinders and Simon's Cat, which The Esports Advocate describes as web3 projects built on television properties of the producer Banijay. The third is The Two Robbies and Friends, a daily football show made for the FIFA World Cup, which ended in July; OneFootball and PepsiCo announced it in March 2026, and it is presented by Robbie Earle, Robbie Mustoe and Kyle Martino, according to The Esports Advocate. The fourth is the 4Cast Media Platform; the company behind it has seven directors, among them the England cricketers Ben Stokes, Stuart Broad and Jofra Archer, the same outlet reports.
Related readHow to read an esports deal announcement, from signing to closingThe release adds a pipeline of relationships with entertainment franchises and music artists, without naming them. It does not publish FanEngine's revenue or profit. None of the four assets is an esports property, and the release names FaZe Esports only in its description of GameSquare, not in connection with the deal.
The deal is structured as a purchase of assets, not of the company. A new subsidiary, GameSquare IP Holdings, takes all or substantially all of the assets used in FanEngine's business, the filing says. It assumes only the liabilities listed in the agreement, among them ordinary trade bills that are not overdue, capped at US$25,000 in total. Everything else stays with the seller.
The release names the people expected to arrive with the assets. Marco Baccanello, who speaks for FanEngine, is due to join GameSquare's leadership as President. Ben Hugo would lead the FanEngine operation and Sandy Khaund would become chief technology officer, while Jeff Mirman would lead the integration and the search for new revenue from the technology. FanEngine's holders would also designate two directors to GameSquare's board at closing.
How the price works
A contribution agreement is a deal in which a seller hands over assets in exchange for shares of the buyer, rather than for cash. Here the shares issued at closing equal 30% of GameSquare's outstanding common stock once they are added, so existing stockholders would keep about 70%, subject to final calculations. GameSquare valued that stake at about US$15.9 million, using its closing price of US$2.95 on September 4. The final value will be set by the price on the day of closing.
Related readInvictus Gaming launches WSIG with World Sports Group in 80% dealTwo further payments depend on results. An earnout is a part of a price paid later, only if the business reaches agreed targets. The filing sets two in stock, of 5% each, measured on the revenue the purchased assets produce, and two in cash, measured on their net income as the agreement defines it.
| Earnout | Target | Payment |
|---|---|---|
| Stock, first tranche | Over US$3 million of revenue in one month, or US$30 million a year annualized, in the six months after closing | 5% of the stock |
| Stock, second tranche | Over US$6 million in one month, or US$60 million a year annualized, from six to eighteen months after closing | 5% of the stock |
| Cash, 2027 | US$0.50 for each dollar of net income above US$8 million | Up to US$25 million |
| Cash, 2028 | US$0.50 for each dollar of net income above US$25 million | Up to US$25 million |
GameSquare Holdings Form 8-K, item 1.01. Net income is the earnout net income defined in the contribution agreement.
The cash thresholds are high against the size of the company. Half of every dollar above the floor goes to the sellers, so the full US$25 million for 2027 would require earnout net income of US$58 million, and the full amount for 2028 would require US$75 million. The release adds its own projection: with a full year of FanEngine, GameSquare guides to revenue above US$150 million in 2027, a gross margin above 50% and adjusted EBITDA above US$30 million. Adjusted EBITDA is the company's own measure of operating earnings, with interest, taxes, depreciation and a list of other items removed.
Who the seller is
FanEngine Holdings is registered in England and Wales. It was incorporated on June 26, 2026, with a share capital of one ordinary share, The Esports Advocate reported from the Companies House register. Its filing history holds four documents, including a sub-division of its share on August 31, and its first accounts are not due until March 2028, so none have been filed.
Six seller securityholders signed the agreement, the outlet reports, among them Anonymous Labs Limited, established in the British Virgin Islands, and Credenza, Inc., a Delaware corporation, alongside four individuals including Marco Baccanello and Ben Hugo. Jesper Schertiger acts solely as representative of the securityholders, according to the filing.
Related readM80 buys the Boston Breach slot and enters the Call of Duty LeagueThe filing omits the agreement's schedules and exhibits, as the SEC's rules allow, and the company will furnish them to the regulator on request. The Esports Advocate found no fairness opinion or third-party valuation referenced in the documents. A fairness opinion is a report by a bank or an adviser that tells a board whether the price of a deal is fair to its stockholders.
The vote and the road to closing
Nasdaq's rules decide the next step. Because the share issuance exceeds 20% of GameSquare's outstanding stock and voting power, Nasdaq Listing Rule 5635(a) requires stockholder approval, the filing says, and closing depends on it. GameSquare will file a proxy statement, the document that sets out a deal before a vote, for a special meeting. The board approved the agreement unanimously and recommends a vote in favor.
Other conditions are listed in the filing: Nasdaq must approve the new shares for listing, any required government approvals and filings must be obtained, and no court order may block the deal. Closing takes place on the second business day after the conditions are met or waived. Either side may walk away if the deal has not closed by December 31, 2026, or after a material breach left uncured for 30 days. The filing states no termination fee.
The company expects the new shares to be issued without registration, under Section 4(a)(2) of the Securities Act, the federal law that governs the sale of shares in the United States, or the private placement rule of Regulation D.
A smaller company after the split
The deal comes two weeks after GameSquare changed the size of its share count. A reverse stock split of one new share for eight old ones took effect on August 24, 2026, after stockholders authorized it on August 13. The board fixed the ratio after the market close of August 18, and the split left about 12.8 million shares outstanding, the outlet reported.
Related readMotorsport Games adopts a poison pill as Red Oak's stake reaches 11%The split served a listing rule. Nasdaq requires a share price of at least US$1.00, and a company that falls below it must close at or above that level for ten business days in a row to regain compliance. GameSquare did so from August 24 to September 4, ahead of a September 7 deadline, and Nasdaq wrote on September 8 that it considers the matter closed, according to the outlet.
On September 9, the day of the announcement, the stock closed at US$3.52, up 13.2%, which valued the company at about US$45 million. In its August 10 release, GameSquare had reaffirmed its 2026 guidance of US$85 million to US$90 million of pro forma revenue, a gross margin of 35% to 40% and adjusted EBITDA over US$5 million. At June 30, it held about US$2.1 million of unrestricted cash and US$12.1 million of promissory notes due within a year, and it reported an accumulated deficit of US$190.6 million, the outlet reported. Its filings carry a going-concern warning: they cite a material uncertainty that raises substantial doubt about the company's ability to continue as a going concern, meaning to keep operating over the coming year.
What is left of esports inside GameSquare
Esports is now a small part of the group. GameSquare's esports revenue for the first half of 2026 was US$1.91 million, against US$3.04 million a year earlier, a fall of 37%, The Esports Advocate reported. Over the same six months, total revenue more than doubled to US$33.0 million, so esports went from 20% of revenue to 5.8%.
GameSquare Holdings filings for the six months ended June 30, as reported by The Esports Advocate on September 9, 2026.
The company has been reshaping its esports holdings for two years. It sold Complexity in March 2024 to a group led by the club's founder, the same month it completed its purchase of FaZe Clan, and divested its remaining interest in FaZe Media in 2025. Its annual report for 2025 set aside US$8.1 million against the US$9.5 million note the buyers of Complexity still owed.
Justin Kenna, the chief executive, says in the release that FanEngine gives GameSquare more of the relationship with fans, builds on its existing strategy around intellectual property and makes its revenue more predictable. The Esports Advocate notes a recent deal of the same kind: on August 18, Super League Enterprise, which listed on Nasdaq in 2019 as what it then called a leading amateur esports community and content platform, agreed to hand 95.7% of itself to the Tokyo-listed Metaplanet.
The agreement does not touch FaZe Esports directly. What it changes is the owner around it: a block of new shares for the holders of the FanEngine assets, two of their designees on the board and a new president, in a group whose 2027 guidance counts a full year of the four media assets. The next documents are the proxy statement, which had not been filed by the announcement, and the special meeting it will call before the December 31 outside date.
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