SEC Comment Letter 0000000000-23-002142 to GameSquare Holdings, Inc. (GAME)
GameSquare Holdings, Inc.
Date: March 3, 2023 · CIK: 0001714562 · Accession: 0000000000-23-002142
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File numbers found in text: 001-39389
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United States securities and exchange commission logo
March 3, 2023
Michael Munoz
Chief Financial Officer
Engine Gaming & Media, Inc.
2110 Powers Ferry Road SE
Suite 450
Atlanta, GA 30339
Re:Engine Gaming & Media, Inc.
Form 20-F for Fiscal Year Ended August 31, 2022
File No. 001-39389
Dear Michael Munoz:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 20-F for Fiscal Year Ended August 31, 2022
Independent Auditor's Report, page F-4
1.Please advise your independent auditor that their reports on pages F-4 and F-70 should
include a statement that their audit was conducted in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Please refer to Instruction
2 to Item 8.A.2 of Form 20-F. Also, audit opinions using conditional language, like
“may,” in expressing a conclusion concerning the existence of substantial doubt about an
entity’s ability to continue as a going concern are not appropriate. Please make
arrangements with your auditor for their report to clearly state that there is substantial
doubt about your ability to continue as a going concern, if true. Finally, their revised
reports should meet the requirements of PCAOB Auditing Standards 2415 and 3101.
Please include the revised reports in an amended Form 20-F.
FirstName LastNameMichael Munoz
Comapany NameEngine Gaming & Media, Inc.
March 3, 2023 Page 2
FirstName LastName
Michael Munoz
Engine Gaming & Media, Inc.
March 3, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Angela Lumley at 202-551-3398 or Rufus Decker at 202-551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services