GameSquare Enters Definitive Contribution Agreement to Acquire Sports, Music and Entertainment IP Assets from FanEngine

GameSquare plans to use FanEngine’s fan-engagement IP to drive higher-margin, recurring revenue and boost profitability starting after the deal closes.

Rhea-AI Summary

GameSquare (GAME) entered a definitive Contribution Agreement to acquire technology and media assets from FanEngine, a sports, music and entertainment IP consolidator, in an asset purchase transaction.

Using GameSquare’s September 4, 2026 closing share price of $2.95, common stock to be issued at closing is valued at approximately $15.9 million, with additional stock and cash earnouts that will be finally valued at the share price on the closing date. Post-closing, existing GameSquare shareholders are expected to own about 70% of the company and FanEngine shareholders about 30%, with potential earnouts of up to an additional 10% equity based on 2027–2028 financial milestones.

GameSquare expects the deal to be immediately accretive to profitability and Adjusted EBITDA and to support recurring revenue via fan monetization across IP such as Peaky Blinders, Simon’s Cat, The Two Robbies & Friends and 4Cast Media Platform. With a full-year FanEngine contribution, 2027 guidance targets over $150 million revenue, gross margin above 50% and more than $30 million in Adjusted EBITDA. Closing is expected in Q4 2026, subject to customary and shareholder approvals.

Positive

• Transaction stock issued at closing valued at approximately $15.9 million using a $2.95 share price
• Combined company expected to generate over $150 million revenue in 2027
• Management guides to gross margin over 50% in 2027
• Management targets over $30 million in adjusted EBITDA in 2027
• Deal expected to be immediately accretive to profitability and Adjusted EBITDA
• FanEngine IP adds recognized properties like Peaky Blinders and Simon’s Cat, supporting recurring monetization

Negative

• Existing GameSquare shareholders’ ownership expected to decline to about 70% post-closing
• FanEngine shareholders may earn up to an additional 10% equity based on 2027–2028 milestones, creating further potential dilution

News Explained

Against the release’s approximately $15.9 million of stock valued using the September 4, 2026 reference price, GameSquare reported $4,463,005 of cash and equivalents at June 30, 2026—equal to 146.8 days of the last reported quarterly operating cash use at that rate; any cash earnout remains potential rather than a fixed amount.

Sources and calculations

• GameSquare FanEngine acquisition press release (2026-09-09)
• GameSquare second-quarter 2026 fundamentals (2026Q2)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate $4,463,005 / ($2,766,726 / 91) = 146.8 days

Market Context

On Feb 23, 2026, GameSquare's TubeBuddy acquisition was followed by a -2.08% 24-hour move; that prio...

Analysis

On Feb 23, 2026, GameSquare's TubeBuddy acquisition was followed by a -2.08% 24-hour move; that prior asset-purchase record provided a relevant comparison for FanEngine's transaction, while no post-publication reaction was supplied.

Key Figures

Stock issued at closing: $15.9 million 2027 revenue guidance: Over $150 million 2027 gross margin guidance: Over 50% +4 more

Stock issued at closing

$15.9 million

Based on the September 4, 2026 closing price

2027 revenue guidance

Over $150 million

Full-year 2027 guidance including 12-month FanEngine contribution

2027 gross margin guidance

Over 50%

Full-year 2027 guidance

2027 adjusted EBITDA guidance

Over $30 million

Full-year 2027 guidance including 12-month FanEngine contribution

Post-closing ownership

70% / 30%

Existing GameSquare shareholders / existing FanEngine shareholders

Potential earnout equity

Up to 10%

Additional equity ownership for FanEngine shareholders based on 2027 and 2028 milestones

Expected closing

Fourth quarter of 2026

Subject to customary conditions and required approvals

Previous Acquisition Reports

2 past events · Latest: Feb 23

Same Type 2 events

1. Feb 23

   TubeBuddy acquisition

   24h Move

   -2.1%

   Asset purchase added creator technology, AI tools, first-party data and recurring subscription revenue.

2. Sep 11

   Click Management acquisition

   24h Move

   -0.5%

   Talent-management acquisition disclosed cash payments, earnouts and projected revenue and EBITDA contribution.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

contribution agreement, adjusted ebitda, earn outs, asset purchase

4 terms

contribution agreement financial

"entered into a definitive Contribution Agreement (the Transaction)"

A contribution agreement is a legal contract in which one party transfers assets, business units, intellectual property, cash, or equity to another party or to a joint entity in exchange for payment, shares, or an ownership interest. It matters to investors because it spells out who will own which assets, how the transfer affects the company’s balance sheet and ownership stakes, and which liabilities and promises follow the contributed assets—like a detailed receipt and warranty list for a transaction.

adjusted ebitda financial

"produce over $30 million in adjusted EBITDA"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

earn outs financial

"with additional potential value in stock and cash earn outs"

Earn-outs are provisions in merger or acquisition deals where part of the purchase price is paid later and depends on the acquired business hitting agreed performance goals (revenue, profit, customers, or milestones). They matter to investors because they change how much a seller actually receives and allocate risk between buyer and seller, affecting future cash flows, reported deal value, accounting treatment, and incentives for post-deal management—like a bonus paid only if targets are met.

asset purchase financial

"The transaction is structured as an asset purchase."

An asset purchase is a business deal in which a buyer acquires specific items owned by a company—such as equipment, property, contracts, or intellectual property—rather than buying the company’s shares. For investors it matters because an asset purchase lets buyers pick what they want and avoid unwanted debts or obligations, which changes valuation, tax outcomes and how quickly the purchased pieces can be used or sold, similar to buying furniture and appliances from a house instead of buying the whole house and its mortgage.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Highly profitable transaction expected to be immediately accretive to earnings and support multiple recurring revenue opportunities

FanEngine's assets add well-known global IP assets Peaky Blinders, Simon's Cat, The Two Robbies and Friends, 4Cast Media Platform featuring Former England Captain Ben Stokes

Following this acquisition, GameSquare expected to deliver over $150 million in annual revenue and $30 million Adjusted EBITDA in 2027

FRISCO, TX / ACCESS Newswire / September 9, 2026 / GameSquare Holdings, Inc. (NASDAQ:GAME) ("GameSquare" or the "Company") today announced that it has entered into a definitive Contribution Agreement (the Transaction) to acquire the assets comprising FanEngine Holdings Ltd. ("FanEngine"), a technology and media asset consolidator that collectively enables sports, music and entertainment IP owners to build direct relationships with fans and monetize those relationships through gamification, brand integration, events, content, commerce, and experiences.

The Transaction is expected to be immediately accretive to profitability and represents the next step in GameSquare's strategy to build a differentiated, end-to-end platform spanning audience analytics, creators, agency services, owned IP and direct fan monetization. Using the closing price of $2.95 on September 4, 2026, the common stock to be issued at closing is valued at approximately $15.9 million, with additional potential value in stock and cash earn outs. The deal will ultimately be valued using GameSquare's common stock price as of the closing date.

The acquisition of FanEngine's assets is expected to fundamentally enhance GameSquare's business model and revenues by expanding the Company's participation across the full fan value chain. Historically, GameSquare has helped brands and IP owners understand, reach and engage audiences through data, creators, content, production and agency services. The FanEngine assets add the ability to build direct fan relationships and participate more directly in monetization through online and "in real-life" (IRL) audience activations, merchandising, and other recurring and licensing revenue opportunities.

"Over the last several years, we have built a platform that helps brands and IP owners understand, reach and engage audiences at scale. The FanEngine assets add the next critical piece by giving us the ability to own more of the fan relationship vertical and participate more directly in the economics of audience monetization," said Justin Kenna, Chief Executive Officer of GameSquare. "This Transaction doubles down on our existing IP growth strategy, strengthens the quality and predictability of our revenue and earnings, and creates clear opportunities to leverage capabilities we already own across production, events, creators, data and commerce."

Creating a Scalable IP Monetization Platform across Sports and Entertainment

The FanEngine assets significantly expand GameSquare's exposure to valuable sports, entertainment and media IP through existing rights and commercial relationships including Peaky Blinders, Simon's Cat, The Two Robbies & Friends, and 4Cast Media Platform. Beyond its existing IP portfolio, FanEngine has built a powerful pipeline of relationships encompassing some of the most iconic entertainment franchises and some of the world's most in-demand and commercially successful music artists.

"We believe GameSquare is the ideal platform to utilize the FanEngine assets and accelerate profitable growth," said Marco Baccanello of FanEngine. "GameSquare brings scaled capabilities across data, creators, content, production, live events and commerce that complement our first-party fan engagement and monetization platform. By combining those capabilities with the FanEngine assets, GameSquare can move faster, capture more of the economics associated with each IP relationship and create multiple revenue opportunities from the same underlying audience. We believe the combination provides the infrastructure and reach to scale the existing IP portfolio of FanEngine while continuing to add exciting new global sports, music and entertainment properties."

Transaction Highlights

• Immediately Accretive
  GameSquare expects FanEngine to contribute positively to Adjusted EBITDA following closing and further strengthen the Company's profitability.

• Enhances Revenue Quality and Predictability
  The FanEngine assets allow us to pursue gamification, commerce, events, ticketing, licensing and other direct fan monetization opportunities that can complement GameSquare's existing agency and campaign-based revenue.

• Accelerates GameSquare's IP Strategy
  The transaction vastly expands GameSquare's ability to participate directly in the economics generated by entertainment, sports and music IP rather than solely providing services around audience engagement.

• Creates an End-to-End Fan Platform
  GameSquare believes the combination creates a differentiated platform across the fan lifecycle, where global reach offers a highly scalable solution.

• Creates Revenue and Margin Synergies
  FanEngine utilizes third parties for certain content production, live events and activations, gamification, community programs and commerce functions. GameSquare expects to bring portions of this activity into its existing platform while also introducing GameSquare's services across FanEngine's broader IP relationships, thereby maximizing margin and net contribution to the Company.

2027 Financial Guidance

GameSquare is introducing full year 2027 guidance, which includes a full 12-month contribution of the FanEngine platform to financial results. For 2027, the company is expected to deliver over $150 million in revenue, achieve a gross margin over 50%, and produce over $30 million in adjusted EBITDA.

Transaction Structure

The transaction is structured as an asset purchase. At closing, existing GameSquare shareholders are expected to represent approximately 70% of the Company's equity ownership, with existing shareholders of FanEngine representing approximately 30%, subject to final transaction calculations and adjustments. FanEngine's existing shareholders may earn up to an additional 10% of equity ownership based on achievement of specified financial milestones during 2027 and 2028.

The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions and receipt of any required approvals, including shareholder approvals. The board of directors of GameSquare, have unanimously approved the acquisition and recommend that shareholders vote in favor of the Transaction.

Following closing, existing shareholders of FanEngine will have designated two board seats of the company. Marco Baccanello is expected to join GameSquare's leadership team as President, Ben Hugo is expected to lead the FanEngine operation, and Sandy Khaund will join the Company as Chief Technology Officer. while Jeff Mirman will lead efforts to integrate and commercialize the company's new technologies, identifying new applications and revenue streams.

About GameSquare Holdings, Inc.

GameSquare (NASDAQ: GAME) is a cutting-edge media, entertainment, and technology company transforming how brands and publishers connect with Gen Z, Gen Alpha, and Millennial audiences. With a platform that spans award-winning creative services, advanced analytics, and FaZe Esports, one of the most iconic gaming organizations, we operate one of the largest gaming media networks in North America. As a digital-native business, GameSquare provides brands with unparalleled access to world-class creators and talent, delivering authentic connections across gaming, esports, and youth culture. Complementing our operating strategy, GameSquare has developed an innovative treasury management program designed to generate yield and enhance capital efficiency, reinforcing our commitment to building a dynamic, high-performing media company at the intersection of culture, technology, and next-generation financial innovation.

To learn more, visit www.gamesquare.com.

About FanEngine

FanEngine is a technology, media and fan-economy asset aggregator whose assets enable IP owners across sports, music and entertainment to build direct relationships with their audiences and unlock new recurring revenue streams. Through a proprietary technology stack combining fan identity, behavioral intelligence, AI, gaming and blockchain infrastructure, FanEngine transforms fragmented audiences into consent-based, first-party fan communities. Its products and services span content, community, gaming, ticketing, merchandise, digital ownership, rewards and commerce, connecting physical and digital experiences throughout the fan journey. Designed to integrate with existing brands, creators, audiences and distribution platforms, FanEngine provides scalable infrastructure and monetization tools that deepen engagement, expand commercial opportunities and create lasting value for IP owners, brands and their audiences.

For more information, visit www.fanengine.tech.

Forward-Looking Information

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "may," "will," "should," "expects," "plans," "anticipates," "intends," "targets," "projects," "believes," "estimates," "potential" or "continue," or the negatives of these terms or other comparable terminology. Forward-looking statements in this press release include, among others, statements regarding: the anticipated closing of the acquisition of the assets comprising FanEngine and the timing thereof; the satisfaction of closing conditions, including shareholder approvals; the achievement of the financial milestones and the issuance of the related equity; the Company's future performance, including earnings, profitability and revenue, the success of the acquisition, and integration; and the Company's ability to execute on its current and future business plans and strategy.

Forward-looking statements are based on management's current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, among others: the Company's ability to continue as a going concern; the risk that the transaction does not close on the anticipated timeline or at all; the risk that the closing conditions, including shareholder approvals, are not satisfied; the risk that the financial milestones are not achieved in whole or in part; dilution resulting from the issuance of equity in the transaction; the Company's ability to integrate the acquisition; the Company's ability to achieve its objectives, successfully execute its growth strategy, obtain future financings or complete offerings on acceptable terms; failure to leverage the Company's portfolio across entertainment and media platforms; dependence on the Company's key personnel; general business, economic, competitive, political and social uncertainties; and the other risks and uncertainties described under "Risk Factors" in the Company's filings with the Securities and Exchange Commission, available at www.sec.gov.

Forward-looking statements speak only as of the date of this press release. Except as may be required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place undue reliance on any forward-looking statement.

Contacts

GameSquare Investor Relations
Andrew Berger
Phone: (216) 464-6400
Email: ir@gamesquare.com

GameSquare Media Relations
Email: pr@gamesquare.com

FanEngine Investor Relations
Marco Baccanello
Phone: +44 7703 724179
Email: marco@fanengine.tech

SOURCE: GameSquare Holdings, Inc.

View the original press release on ACCESS Newswire

FAQ

How is the GameSquare–FanEngine transaction structured and what ownership split is expected?

The deal is structured as an asset purchase. At closing, existing GameSquare shareholders are expected to hold approximately 70% of the combined company, while existing FanEngine shareholders are expected to own about 30%, subject to final calculations and adjustments. FanEngine’s shareholders can earn up to an additional 10% equity based on specified financial milestones in 2027 and 2028.

When is the FanEngine asset acquisition expected to close and what approvals are required?

The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions and required approvals, including shareholder approvals. GameSquare’s board of directors has unanimously approved the acquisition and recommends that shareholders vote in favor of the transaction.

What new leadership and board changes are planned after the transaction closes?

After closing, FanEngine’s existing shareholders will have designated two board seats at GameSquare. Marco Baccanello is expected to join as President, Ben Hugo will lead the FanEngine operation, Sandy Khaund will become Chief Technology Officer, and Jeff Mirman will lead integration and commercialization of the new technologies.

Which notable IP assets and relationships does FanEngine contribute to GameSquare?

FanEngine contributes exposure to sports, entertainment and media IP, including rights and commercial relationships tied to Peaky Blinders, Simon’s Cat, The Two Robbies & Friends and the 4Cast Media Platform featuring former England captain Ben Stokes, as well as a pipeline of relationships with additional entertainment franchises and music artists.

How does GameSquare plan to realize revenue and margin synergies from the FanEngine assets?

FanEngine currently uses third parties for elements such as content production, live events, activations, gamification, community programs and commerce. GameSquare expects to shift portions of this activity into its own platform and to introduce its production, events, creator, data and commerce services across FanEngine’s IP relationships, aiming to enhance margins and overall net contribution.