[SCHEDULE 13D/A] GameSquare Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

GameSquare Holdings, Inc. (GAME) Schedule 13D Amendment No. 5 updates beneficial ownership for several related parties led by John C. Goff and Travis Goff. The amendment reports holdings after the Issuer disclosed 98,998,596 Common Shares outstanding in its 10-Q filed August 14, 2025.

The filing shows John C. Goff and affiliated entities collectively hold interests representing approximately 6.4% of the class (6,342,653 shares reported on the cover pages), driven by shared voting and dispositive power through trusts and management entities. Goff Jones holds approximately 5.0% on an as-converted basis including exercisable warrants; Holdings and related vehicles account for ~1.2% and other entities/individuals show smaller stakes. The amendment states it was filed solely to reflect a >1% decrease in percentage ownership caused by a change in the Issuer’s outstanding share count; no other previously disclosed information is changed.

Positive

• Updated, transparent disclosure of beneficial ownership using the Issuer’s reported outstanding share count provides clarity to investors
• Detailed mapping of voting and dispositive control across trusts, general partners and management entities clarifies who may influence corporate decisions

Negative

• Decrease in percentage ownership of certain reporting persons by more than 1% due to a change in outstanding shares, which could marginally reduce relative influence

Insights

Securities Analyst

TL;DR: Amendment updates ownership percentages following an increase in outstanding shares; reported positions remain broadly consistent across affiliated entities.

The amendment is procedural and limited in scope: it restates ownership percentages using the Issuer’s August 14, 2025 share count of 98,998,596 Common Shares. The filing identifies consolidated beneficial ownership of 6,342,653 shares (6.4%) tied to John C. Goff and affiliated vehicles, with Goff Jones reported at ~5.0% on an as-converted basis including exercisable warrants. The disclosure clarifies voting and dispositive arrangements among trusts, general partners and management entities, and reiterates standard disclaimers of beneficial ownership except as to pecuniary interest. No new transactions, purchases, sales, or strategic actions are described in this amendment.

Corporate Governance Expert

TL;DR: Governance relationships and control lines are restated; amendment does not introduce new governance changes or actions.

The amendment documents how ownership is held and attributed across multiple related entities: record holdings, warrants and options are itemized for certain reporting persons, and control is shown through general partner and trustee relationships. This provides investors clarity on who exercises shared voting and dispositive power. Because the amendment was filed solely to reflect a decrease in percentage ownership due to a change in share count, it does not indicate any shift in control, board nominations, or pending governance actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

GameSquare Holdings, Inc.

(Name of Issuer)

Common Shares, par value of $0.0001

(Title of Class of Securities)

36468G103

(CUSIP Number)

Jennifer Terrell
3230 Camp Bowie Blvd., Suite 800
Fort Worth, TX, 76107
817-509-3958

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/14/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 36468G103

1

Name of reporting person

John C. Goff

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,342,653.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,342,653.00

11

Aggregate amount beneficially owned by each reporting person

6,342,653.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 36468G103

1

Name of reporting person

Travis Goff

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 187,135.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 187,135.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

187,135.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 36468G103

1

Name of reporting person

John C. Goff 2010 Family Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,342,653.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,342,653.00

11

Aggregate amount beneficially owned by each reporting person

6,342,653.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 36468G103

1

Name of reporting person

Goff Capital, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 221,227.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 221,227.00

11

Aggregate amount beneficially owned by each reporting person

221,227.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 36468G103

1

Name of reporting person

Goff Family Investments, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 221,227.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 221,227.00

11

Aggregate amount beneficially owned by each reporting person

221,227.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 36468G103

1

Name of reporting person

JCG 2016 Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,121,426.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,121,426.00

11

Aggregate amount beneficially owned by each reporting person

6,121,426.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.1 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 36468G103

1

Name of reporting person

JCG 2016 Holdings, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,121,426.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,121,426.00

11

Aggregate amount beneficially owned by each reporting person

6,121,426.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 36468G103

1

Name of reporting person

Goff Jones Strategic Partners, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,964,029.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,964,029.00

11

Aggregate amount beneficially owned by each reporting person

4,964,029.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value of $0.0001
(b)	Name of Issuer: GameSquare Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 6775 Cowboys Way, Ste. 1335, Frisco, TEXAS , 75034.
Item 1 Comment: This Amendment No. 5 ("Amendment No. 5") is being filed by Goff Family Investments, LP ("Family Investments"), Goff Capital, Inc. ("Goff Capital"), John C. Goff 2010 Family Trust ("Goff Family Trust"), JCG 2016 Holdings, LP ("Holdings"), JCG 2016 Management, LLC ("Holdings GP"), Goff Jones Strategic Partners, LLC (f/k/a Goff & Jones Lending Co, LLC) ("Goff Jones"), Travis Goff and John C. Goff (each a "Reporting Person" and, collectively, the "Reporting Persons"), and amends and supplements the statement on Schedule 13D filed on April 20, 2023 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D, filed on October 23, 2023, Amendment No. 2 to the Original Schedule 13D, filed on March 11, 2024, Amendment No. 3 to the Original Schedule 13D, filed on August 30, 2024, and Amendment No. 4 to the Original Schedule 13D, filed on March 11, 2025 (the "Prior Amendments" and, together with the Original 13D and this Amendment No. 5 , this "Schedule 13D") relating to the common shares, par value of $0.0001 (the "Common Shares"), of GameSquare Holdings, Inc. (the "Issuer"). This Amendment No. 5 is being filed to reflect a greater than 1% decrease in the percentage of Common Shares beneficially owned by certain of the Reporting Persons as a result of a change in the number of outstanding Common Shares of the Issuer, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Original Schedule 13D, as amended by the Prior Amendments. All capitalized terms used in this Amendment No. 5 and not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D, as amended by the Prior Amendments.
Item 2.	Identity and Background
(a)	Family Investments, Goff Jones, John C. Goff, Travis Goff, Holdings GP, Holdings, Goff Capital, Goff Family Trust
(b)	3230 Camp Bowie Blvd. Suite 800, Fort Worth, TX 76107
(c)	The principal business of John C. Goff is investing in and managing securities and real estate assets. The principal business of Travis Goff is serving as an executive of investment companies.
(d)	None.
(e)	None.
(f)	Each of the Reporting Persons, except Family Investments, Goff Jones, John C. Goff and Travis Goff, is organized under the laws of the State of Texas. Each of Family Investments and Goff Jones is organized under the laws of the State of Delaware. John C. Goff and Travis Goff are citizens of the United States.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a) - 5(b) of the Schedule 13D are amended and restated to read as follows: The response of the Reporting Persons to rows 7 through 13 on the cover pages of this Schedule 13D are incorporated by reference herein. Holdings is the record holder of 1,157,397 Common Shares, which represents approximately 1.2% of Common Shares outstanding, based on 98,998,596 Common Shares of the Issuer outstanding as reported by the Issuer in its 10-Q filed with the Securities and Exchange Commission on August 14, 2025. Travis Goff is the record holder of 50,429 Common Shares, 131,311 options which are currently exercisable for Common Shares, and 5,395 warrants which are currently exercisable for Common Shares, which represents approximately 0.2% of Common Shares outstanding on an as-converted basis. Family Investments is the record holder of 221,227 Common Shares, which represents approximately 0.2% of Common Shares outstanding. Goff Jones is the record holder of 4,316,547 Common Shares and 647,482 warrants which are currently exercisable for Common Shares, which represents approximately 5.0% of Common Shares outstanding on an as-converted basis. Goff Capital, as general partner to Family Investments, may be deemed to beneficially own the securities held of record by Family Investments. Holdings exercises shared voting and dispositive control over the Issuer's securities held by Goff Jones and may be deemed to beneficially own the securities held of record by Goff Jones. Holdings GP, as general partner to Holdings, may be deemed to beneficially own the securities held of record by Holdings and Goff Jones. Goff Family Trust is the sole shareholder of Goff Capital and Holdings GP and may be deemed to beneficially own the securities held of record by Holdings, Family Investments and Goff Jones. John C. Goff is the sole trustee of the Goff Family Trust, and consequently, he may be deemed to beneficially own the securities held of record by Holdings, Family Investments and Goff Jones. Each of Holdings, Travis Goff, Family Investments, Goff Jones, Goff Capital, Holdings GP, Goff Family Trust and John C. Goff disclaims beneficial ownership of all such securities except to the extent of his, her or its pecuniary interest therein, if any.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

John C. Goff

Signature:	/s/ John C. Goff
Name/Title:	To Come
Date:	08/22/2025

Travis Goff

Signature:	/s/ Travis Goff
Name/Title:	To Come
Date:	08/22/2025

John C. Goff 2010 Family Trust

Signature:	/s/ John C. Goff
Name/Title:	Sole Trustee
Date:	08/22/2025

Goff Capital, Inc.

Signature:	/s/ John C. Goff
Name/Title:	Chief Executive Officer
Date:	08/22/2025

Goff Family Investments, LP

Signature:	/s/ John C. Goff
Name/Title:	Chief Executive Officer, Goff Capital, Inc., as General Partner
Date:	08/22/2025

JCG 2016 Management, LLC

Signature:	/s/ John C. Goff
Name/Title:	Chief Executive Officer
Date:	08/22/2025

JCG 2016 Holdings, LP

Signature:	/s/ John C. Goff
Name/Title:	Chief Executive Officer, JCG 2016 Management, LLC, as General Partner
Date:	08/22/2025

Goff Jones Strategic Partners, LLC

Signature:	/s/ Travis Goff
Name/Title:	Authorized Representative
Date:	08/22/2025

FAQ

What ownership stake do John C. Goff and affiliates report in GAME?

The Reporting Persons collectively report beneficial interests amounting to 6,342,653 shares, representing approximately 6.4% of Common Shares outstanding based on 98,998,596 shares.

Why was Schedule 13D Amendment No. 5 filed for GAME?

The amendment was filed to reflect a >1% decrease in percentage ownership resulting from a change in the number of outstanding Common Shares reported by the Issuer.

Does the filing report any new purchases or sales of GAME shares?

No. The amendment states it does not modify previously reported information except to update ownership percentages based on the Issuer’s reported share count.

What holdings of warrants or options are disclosed for GAME reporting persons?

The filing discloses that Goff Jones holds 647,482 warrants exercisable for Common Shares and Travis Goff holds 131,311 options exercisable for Common Shares, among other positions.

Who exercises voting and dispositive control over the reported GAME shares?

Control is shown through a network of entities: Holdings, Holdings GP, Goff Capital and Goff Family Trust are identified as exercising shared voting and dispositive control over various record holdings.