SecProbe.io

CORRESP
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 GAMESQUARE
HOLDINGS, INC.

 6775
Cowboys Way, Ste. 1335

 Frisco,
Texas

 (216)
464-6400

 June
2, 2025

 Via
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 GameSquare
 Holdings, Inc.

 Amendment
 No. 1 to Registration Statement on Form S-3

 File No. 333-285543

 Request for Acceleration

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, GameSquare Holdings, Inc. (the " Registrant ")
hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-285543) (the " Registration
Statement "), so that it may become effective at 4:00 p.m. Eastern Time on June 4, 2025, or as soon thereafter as practicable.

 The
Registrant hereby acknowledges that:

 (a)
 should
 the Securities and Exchange Commission (the " Commission ") or the staff, acting pursuant to delegated authority,
 declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
 Statement;

 (b)
 the
 action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
 does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
 Statement; and

 (c)
 the
 Registrant may not assert staff comments and the declaration of effectiveness of the Registration
 Statement as a defense in any proceeding initiated by the Commission or any person under
 the federal securities laws of the United States.

 We
request that we be notified of such effectiveness by a telephone call to Alan A. Lanis Jr., of Baker & Hostetler LLP, at (310) 442-8828
or jrlanis@bakerlaw.com.

 [The
remainder of this page is intentionally left blank.]

 Very
 truly yours,

 GAMESQUARE
 HOLDINGS, INC.

 By:
 /s/
 Justin Kenna

 Name:
 Justin
 Kenna

 Title:
 Chief
 Executive Officer and Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Justin Kenna
Chief Executive Officer
GameSquare Holdings, Inc.
6775 Cowboys Way, Ste. 1335
Frisco, TX 75034

 Re: GameSquare Holdings, Inc.
 Registration Statement on Form S-3
 Filed March 4, 2025
 File No. 333-285543
Dear Justin Kenna:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Eddie Kim at 202-679-6943 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: JR Lanis
</TEXT>
</DOCUMENT>

CORRESP
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GameSquare
Holdings, Inc.

6775
Cowboys Way, Ste. 1335

Frisco,
Texas 75034

August
20, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Jenna Hough

    Re:
    GameSquare
    Holdings, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-280863

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), GameSquare Holdings, Inc. (the “Company”)
hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to August 22, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel,
Baker & Hostetler LLP, request by telephone that such Registration Statement be declared effective at some other time. In making
this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

We
request that we be notified of such effectiveness by a telephone call to Alan A. Lanis, Jr. of Baker & Hostetler LLP, counsel to
the Company, at (310) 442-8850 and that such effectiveness also be confirmed in writing.

    Very truly yours,

    GameSquare Holdings, Inc.

    By:

    /s/
    Justin Kenna

    Justin
    Kenna

    Chief
    Executive Officer

July 23, 2024
Justin Kenna
Chief Executive Officer
GameSquare Holdings, Inc.
6775 Cowboys Way, Ste. 1335
Frisco, Texas 75034
Re:GameSquare Holdings, Inc.
Registration Statement on Form S-1
Filed July 18, 2024
File No. 333-280863
Dear Justin Kenna:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jenna Hough at 202-551-3063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:JR Lanis

CORRESP
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January
25, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    GameSquare
    Holdings, Inc. Request for Acceleration

    Registration
    Statement on Form F-4

    Registration
    No. 333-275994

Requested
Date: January 26, 2024

Requested
Time: 4:00 P.M. Eastern Time, or as soon as thereafter practicable

Ladies
and Gentlemen,

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, GameSquare Holdings, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement on Form F-4 (File No. 333-275994) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above, or at such
later time as the Company or its counsel, Baker & Hostetler LLP, may orally request via telephone call to the staff of the U.S. Securities
and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Baker & Hostetler LLP, by calling Alan A. Lanis, Jr. at (310) 442-8828.

Please
direct any questions or comments regarding this acceleration request to Alan A. Lanis, Jr. at (310) 442-8828.

    Sincerely,

    GameSquare
    Holdings, Inc.

    By:
    /s/
    Justin Kenna

    Name:
    Justin
    Kenna

    Title:
    Chief
    Executive Officer and Director

  cc:
  Alan A. Lanis, Jr., Baker & Hostetler LLP

D. Thomas Triggs, Sullivan & Triggs, LLP

Brian A. Sullivan, Sullivan & Triggs, LLP

CORRESP
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January
24, 2024

  Alan
A. Lanis, Jr.

  direct
dial: 310.442.8828

jrlanis@bakerlaw.com

VIA
EDGAR

Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

  Re:
  GameSquare Holdings, Inc.

  Registration Statement on Form F-4

  File No. 333-275994

Dear
Sir/Madam:

On
behalf of GameSquare Holdings, Inc., a British Columbia corporation (the “Company”), set forth below are responses
(this “Response Letter”) to the comments of the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) we received orally on January 24, 2024 (the “Comments”)
relating to the Company’s Registration Statement on Form F-4, File No. 333-275994, filed with the Commission on December 11, 2023
and January 17, 2024 (the “Registration Statement”). The Company has filed herewith Amendment No. 2 (the “Second
Amendment”) to the Registration Statement.

The
numbered paragraphs of this Response Letter correspond with the Comments received, and, to facilitate the Staff’s review, we have
summarized the Staff’s comments in italicized print. Capitalized terms used herein and otherwise not defined herein shall have
the meanings assigned to such terms in the Second Amendment.

    1.
    Please
    update Exhibit 8.1 to the Registration Statement (opinion of counsel regarding material U.S. federal income tax matters) to clarify
    that the opinion given as to the U.S. federal income tax law set forth in the Registration Statement is the opinion of counsel.

    RESPONSE:
    The Company acknowledges the Staff’s Comment and advises the Staff that the Company has re-filed the tax opinion of Baker &
    Hostetler LLP as Exhibit 8.1 to the Second Amendment with such clarification included.

We
believe we have been responsive to the Staff’s comments. Please direct any questions concerning this letter to the undersigned
at (310) 442-8828 or jrlanis@bakerlaw.com.

    Sincerely,

    /s/
    Alan A. Lanis, Jr.

    Alan
    A. Lanis, Jr.

    Partner

cc:
Justin Kenna, Chief Executive Officer, GameSquare Holdings, Inc.

CORRESP
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  January
16, 2024

  Alan
  A. Lanis, Jr.

  direct dial: 310.442.8828

jrlanis@bakerlaw.com

VIA
EDGAR

Division
of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: GameSquare
                                            Holdings, Inc.

  Registration
                                            Statement on Form F-4

  Filed
                                            December 11, 2023

  File
                                            No. 333-275994

Dear
Sir/Madam:

On
behalf of GameSquare Holdings, Inc., a British Columbia corporation (the “Company”), set forth below are responses
(this “Response Letter”) to the comments of the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) contained in the letter dated December 28, 2023
(the “Comment Letter”) relating to the Company’s Registration Statement on Form S-4, File No. 333-275994, filed
with the Commission on December 11, 2023 (the “Registration Statement”). The Company has filed herewith Amendment
No. 1 (the “Amendment”) to the Registration Statement.

The
headings and numbered paragraphs of this Response Letter correspond to the headings and paragraph numbers contained in the Comment Letter,
and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italicized print. Capitalized
terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the Amendment.

    Division of Corporation Finance

January 16, 2024

Page 2

Registration
Statement on Form S-4 filed December 11, 2023

The
Merger, page 67

 1. Please
                                            include a section discussing GameSquare’s reasons for the Merger. In this regard we
                                            note that you only include such a discussion in connection with the recommendation of the
                                            Faze Board. Refer to Item 4(a)(2) of Form F-4.

RESPONSE:
The Company acknowledges the Staff’s comment and advises the Staff that the Company has revised its disclosure in the section entitled
“The Merger—GameSquare’s Reasons for the Merger” on page 67 of the Amendment.

The
Company also advises the Staff that the Company has revised its disclosure on page 18 of the Amendment to reference “The Merger—GameSquare’s
Reasons for the Merger” on page 67 of the Amendment.

Exhibit
Index, page II-1

 2. We
                                            note your disclosure on page 25 that “FaZe believes that the exchange of FaZe Common
                                            Stock for GameSquare Common Stock and cash pursuant to the Merger will not be taxable to
                                            U.S. stockholders . . . ,” as well as your disclosure on page 184 that “FaZe
                                            and GameSquare intend that the Merger will qualify as a “reorganization” within
                                            the meaning of Section 368(a) of the Code for U.S. federal income tax purposes.” Please
                                            include an opinion of counsel regarding each of the material tax consequences. If the opinions
                                            are subject to uncertainty, please provide an opinion that reflects the degree of uncertainty
                                            (e.g., “should” or “more likely than not”) and explains the facts
                                            or circumstances giving rise to the uncertainty. To the extent the tax consequences are uncertain,
                                            include appropriate risk factor disclosure. If you intend to file a short form tax opinion,
                                            please clarify that the disclosure in this section is the opinion of counsel. Refer to Item
                                            21 of Form F-4, Item 601(b)(8) of Regulation S-K and Section III.A.2 of Staff Legal Bulletin
                                            19.

RESPONSE:
The Company acknowledges the Staff’s comment and advises the Staff that the Company has filed the tax opinion of Baker & Hostetler
LLP as Exhibit 8.1 to the Amendment.

The
Company also advises the Staff that the Company has revised its disclosure on pages 25, 40, 183–184 and 189–208
of the Amendment to align with the Tax Opinion’s assumption that the effectiveness of the domestication by GameSquare into a Delaware
corporation will take place pre-closing.

    Division of Corporation Finance

January 16, 2024

Page 3

General

 3. We
                                            note your operation of Faze Forever which appears to offer a free V.A.S. cartridge, as well
                                            as the consulting agreement between FaZe Holdings Inc. and Kai Henry, dated November 21,
                                            2022, which refers to Faze Holdings’ Web 3 Initial Drop, and more specifically, the
                                            “Behind the Mint” program for paid mint with nft now. Additionally, Faze Holdings’
                                            2023 Terms of Service indicates that “[w]e may from time to time offer to issue to
                                            you, or offer you the opportunity to mint . . . NFTs.” In light of the foregoing, please
                                            tell us the status of the development of Faze Holdings’ business as it pertains to
                                            Web 3 and digital assets, and the role played by FaZe Holdings in this space.

RESPONSE:
The Company acknowledges the Staff’s comment and advises the Staff that FaZe Holdings Inc. (“FaZe”) believes
that Web3 technologies will be an integral part of the gaming ecosystem in the future. FaZe’s audience is well-versed in the idea
of digital assets in digital environments; however, the current gaming ecosystem does not support self-custody ownership of such digital
assets. Accordingly, FaZe Clan Inc. (“FaZe Clan”), the wholly owned subsidiary of FaZe Holdings Inc. through which
it conducts its activities in the Web3 space, began exploring Web3 and NFTs as a way to educate its audience ahead of the major changes
FaZe Clan foresees the industry undergoing in the coming years. Below is a brief summary of FaZe Clan’s business activities with
respect to Web3 and NFTs to date.

FaZe
Clan introduced itself into the Web3 space by soft-launching an onboarding Web3 product, www.forever.fazeclan.com, in November of 2022
at The Gateway, hosted by NFT Now, at Art Basel in Miami. The onboarding initiative onboarded 97,000+ users. Users minted a “V.A.S.
cartridge” in a custodial Moonpay wallet. This mint was completely free (including zero gas fees), and the cartridge assets were
created with the intent of being available in perpetuity alongside future FaZe Forever Web3 initiatives. It was the first step in the
user journey and the unique identifying digital asset for inclusion in FaZe Forever; however, there were no specific promises made to
holders and no “roadmap” creating any expectations for holders. FaZe Clan’s website does not permit new users to register
for FaZe Forever at this time.

    Division of Corporation Finance

January 16, 2024

Page 4

FaZe
Clan also began testing the integration of a digital ecosystem into its real-world events. Following TwitchCon in 2022, the company sent
its TwitchCon event attendees an NFT artwork (for free) to their digital wallets to commemorate the event. FaZe Clan sees this kind of
initiative as a way to reward fans for supporting the company’s teams and showing up to events in the future (e.g., supporting
FaZe Clan esports teams at tournaments). There is/was no value attributed to the digital assets provided, as they were simply commemorative
art pieces created in-house by FaZe Clan.

In
January 2023, FaZe Clan partnered with Porsche on Porsche’s Web3 initiative, a Porsche 911 NFT project. This included licensing
FaZe intellectual property (“IP”) to be used as traits on Porsche’s digital cars. FaZe Clan has also licensed
its IP to Mythical Games for a game skin in Blankos Block Party and to RTFKT (acquired by NIKE) for a FaZe-branded jersey in their CloneX
ecosystem for any individuals who purchased a previously launched FaZe x RTFKT physical jersey.

While
FaZe Clan has in the past explored other potential initiatives in the Web3 space, its Web3 program is currently on hold pending the consummation
of the Merger with GameSquare.

We
believe we have been responsive to the Staff’s comments. Please direct any questions concerning this letter to the undersigned
at (310) 442-8828 or jrlanis@bakerlaw.com.

Sincerely,

/s/
Alan A. Lanis, Jr.

Alan
A. Lanis, Jr.

Partner

cc:
Justin Kenna, Chief Executive Officer, GameSquare Holdings, Inc.

United States securities and exchange commission logo
December 28, 2023
Justin Kenna
Chief Executive Officer
GameSquare Holdings, Inc.
6775 Cowboys Way, Ste. 1335
Frisco, Texas, USA, 75034
Re:GameSquare Holdings, Inc.
Registration Statement on Form F-4
Filed December 11, 2023
File No. 333-275994
Dear Justin Kenna:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4 filed December 11, 2023
The Merger, page 67
1.Please include a section discussing GameSquare's reasons for the Merger. In this regard,
we note that you only include such a discussion in connection with the recommendation of
the Faze Board. Refer to Item 4(a)(2) of Form F-4.
Exhibit Index, page II-1
2.We note your disclosure on page 25 that "FaZe believes that the exchange of FaZe
Common Stock for GameSquare Common Stock and cash pursuant to the Merger will not
be taxable to U.S. stockholders . . . ," as well as your disclosure on page 184 that "FaZe
and GameSquare intend that the Merger will qualify as a “reorganization” within the
meaning of Section 368(a) of the Code for U.S. federal income tax purposes." Please
include an opinion of counsel regarding each of the material tax consequences. If the
opinions are subject to uncertainty, please provide an opinion that reflects the degree of

 FirstName LastNameJustin Kenna
 Comapany NameGameSquare Holdings, Inc.
 December 28, 2023 Page 2
 FirstName LastName
Justin Kenna
GameSquare Holdings, Inc.
December 28, 2023
Page 2
uncertainty (e.g., "should" or "more likely than not") and explains the facts or
circumstances giving rise to the uncertainty. To the extent the tax consequences are
uncertain, include appropriate risk factor disclosure. If you intend to file a short form tax
opinion, please clarify that the disclosure in this section is the opinion of counsel. Refer to
Item 21 of Form F-4, Item 601(b)(8) of Regulation S-K and Section III.A.2 of Staff Legal
Bulletin 19.
General
3.We note your operation of Faze Forever which appears to offer a free V.A.S. cartridge, as
well as the consulting agreement between FaZe Holdings Inc. and Kai Henry, dated
November 21, 2022, which refers to Faze Holdings’ Web 3 Initial Drop, and more
specifically, the “Behind the Mint” program for paid mint with nft now.  Additionally,
Faze Holdings’ 2023 Terms of Service indicates that “[w]e may from time to time offer to
issue to you, or offer you the opportunity to mint . . . NFTs.”  In light of the foregoing,
please tell us the status of the development of Faze Holdings’ business as it pertains to
Web 3 and digital assets, and the role played by FaZe Holdings in this space.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       JR Lanis

United States securities and exchange commission logo
August 3, 2023
Michael Munoz
Chief Financial Officer
GameSquare Holdings, Inc.
6775 Cowboys Way, Ste. 1335
Frisco, Texas 75034
Re:GameSquare Holdings, Inc.
Form 20-F for Fiscal Year Ended August 31, 2022
Filed December 29, 2022
File No. 001-39389
Dear Michael Munoz:
            We issued a comment on the above captioned filing on March 3, 2023.  On April 13,
2023, we issued a follow-up letter informing you that this comment remained outstanding and
unresolved, and absent a substantive response, we would act consistent with our obligations
under the federal securities laws.
            As you have not provided a substantive response, we are terminating our review and will
take further steps as we deem appropriate.  These steps include releasing publicly, through the
agency's EDGAR system, all correspondence, including this letter, relating to the review of your
filing, consistent with the staff s decision to publicly release comment and response letters
relating to disclosure filings it has reviewed.
            Please 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

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May
1, 2023

United
States Securities and Exchange Commission

Attn:
Ms. Angela Lumley

Division
of Corporation Finance

Office
of Trade & Services

100
F Street N.E.

Washington,
DC 20549-7010

VIA
EDGAR

    Re:
    GameSquare
    Holdings, Inc. (formerly Engine Gaming and Media, Inc.)

    Form
    20-F for Fiscal Year Ended August 31, 2022

    Comment
    Letters Dated March 3, 2023 and April 13, 2023

    File
    No. 001-39389

GameSquare
Holdings, Inc. (formerly Engine Gaming and Media, Inc.) (the “Company”) confirms receipt of the comment letter by the staff
of the United States Securities and Exchange Commission, dated April 13, 2023, in respect of the above noted filing. The Company is in
the process of engaging a new auditor to conduct new audits for the three most recently completed fiscal years in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Accordingly, the Company expects to file an amended Form
20-F containing new audit reports on or about July 31, 2023.

If
you should have any questions or concerns regarding the anticipated timing of our response, please do not hesitate to contact me at (212)
931-1229 or Richard Raymer, our outside legal counsel at (416) 367-7388.

Yours
truly,

  GameSquare
  Holdings, Inc.

  /s/
  Michael Munoz

  Chief
  Financial Officer

United States securities and exchange commission logo
April 13, 2023
Michael Munoz
Chief Financial Officer
GameSquare Holdings, Inc.
2110 Powers Ferry Road SE
Suite 450
Atlanta, GA 30339
Re:GameSquare Holdings, Inc.
Form 20-F for Fiscal Year Ended August 31, 2022
Filed December 29, 2022
File No. 001-39389
Dear Michael Munoz:
            We issued a comment to you on the above captioned filing on March 3, 2023.  As of the
date of this letter, this comment remains outstanding and unresolved.  We expect you to provide
a complete, substantive response to this comment by April 27, 2023.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please 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

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March
17, 2023

United
States Securities and Exchange Commission

Attn:
Ms. Angela Lumley

Division
of Corporation Finance

Office
of Trade & Services

100
F Street N.E.

Washington,
DC 20549-7010

VIA
EDGAR

    Re:
    Engine
    Gaming and Media, Inc.

    Form
    20-F for Fiscal Year Ended August 31, 2022

    Comment
    Letter Dated March 3, 2023

    File
    No. 001-39389

Engine
Gaming and Media Inc. (the “Company”) confirms receipt of the comment letter by the staff of the United States Securities
and Exchange Commission, dated March 3, 2023 (the “Comment Letter”), in respect of the above noted filing. The Company is
engaged with its independent auditor regarding the delivery of revised audit reports to reflect the Staff’s comment. The Company
will file an amended Form 20-F containing such revised audit reports once they are available.

If
you should have any questions or concerns regarding the anticipated timing of our response, please do not hesitate to contact me at (404)
545-1547 or Richard Raymer, our outside legal counsel at (416) 367-7388.

    Yours
    truly,

    Engine
    Gaming and Media, Inc.

    /s/
    Louis Schwartz

    Chief
    Executive Officer

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

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June
9, 2021

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Engine
    Media Holdings, Inc.

    Registration
    Statement on Form F-10, as Amended (File No. 333-254709)

Ladies
and Gentlemen:

On
behalf of Engine Media Holdings, Inc., we hereby respectfully request that the Commission accelerate the effectiveness of the above-referenced
Registration Statement on Form F-10, as amended (No. 333-254709) (the “Form 10”), and to permit said Registration Statement
to become effective as soon as practicable following receipt of this request. Pursuant to Rule 467(b) we attach hereto the receipt of
the Ontario Securities Commission for the Short Form Base Shelf Prospectus to which the Form F-10 relates.

Please
contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with any questions with respect to this request.

    Sincerely,

    ENGINE
    MEDIA HOLDINGS, INC.

    By:
    /s/
    Louis Schwartz

    Name:
    Louis
    Schwartz

    Title:
    Chief
    Executive Officer

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CONFIDENTIAL

May
26, 2021

SUBMISSION
VIA EDGAR

    Division
        of Corporation Finance

        Office
        of International Corporate Finance

        Securities
        and Exchange Commission

        100
        F Street, N.E.

        Washington,
        D.C. 20549

        Attn:
        Michael Coco, Corey Jennings

 Re: Responses
                                         to the Securities and Exchange Commission

                                         Staff Comments dated March 29, 2021, regarding

                                         Engine Media Holdings, Inc.

                                         Registration Statement on Form F-10

                                         Submitted March 25, 2021

                                         File No. 333-254709

Dear
Sirs and Madams:

This
letter responds to the written comments from the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) set forth in the May 21, 2021 letter regarding the above-referenced Registration Statement on Form
F-10 (the “Registration Statement”) of Engine Media Holdings, Inc. (the “Company”, “we,”
“our,” or “us”) submitted on March 25, 2021. For your convenience, the Staff’s comments
are included below and we have numbered our responses accordingly.

Our
responses are as follows:

General

Staff
Comment No 1.

Please
advise, with a view towards disclosure, as to the status of a NASDAQ listing application, including why announcements related
to listing were issued in August 2020. Please advise as to whether listing has been approved.

Company’s
Response:

Nasdaq
has advised the Company that the initial listing analyst assigned to the listing application has completed their review of the
listing application and has sent the file to the analyst responsible for completing the secondary review. We note that the initial
listing analyst moves the file to secondary review if they believe the Company meets all applicable requirements for initial listing.
While it is possible that the secondary review could result in additional questions, the Company expects to receive final listing
approval from NASDAQ once it has cleared comments related to the Registration Statement. The Company will make the appropriate
disclosure upon receipt of the approval letter.

Additionally,
the announcement titled “Torque Esports Announces Name Change and Consolidation” disseminated in August 2020 in part
disclosed that the Company had made application for listing on NASDAQ. Because the announcement in question alerted the market
to the Company’s share consolidation, it was necessary, in the view of the Company, to explain the purpose of the share
consolidation which was to meet NASDAQ listing requirements. That is reflected in the announcement in the following sentence “In
addition, in connection with the Company’s application to list its common shares for trading on NASDAQ Capital Market (“NASDAQ”),
it will consolidate its common shares on the basis of 15 pre-consolidated common shares to one (1) post-consolidated common share
(the “Consolidation”)…” Had the Company not disclosed the purpose of the share consolidation, the market
may have had uncertainty regarding its purpose and potentially misinterpreted the Company’s decision to seek a share consolidation.

Staff
Comment No 2.

Please
clarify the extent to which your announcements related to material debentures and other financing arrangements have been disclosed
in your filings.

Company’s
Response:

The
Company has provided full disclosure of each material debenture and financing arrangement in its Canadian filings. Such disclosure
is reflected in the exhibits to the Registration Statement. The Company is regulated by both the Ontario Securities Commission
and the Toronto Venture Exchange, each of which require full disclosure of all material items including debt and equity financing
arrangements. The Company believes it has fully complied with such disclosure requirements and as such has fully disclosed in
its filings all material debentures and other financing arrangements that have been announced.

Staff
Comment No. 3.

Please
disclose the material terms of the esports tournament arrangements from your November 2020 announcement.

Company’s
Response:

The
Company does not view the November 23, 2020 pre-market announcement titled “ENGINE MEDIA TEAMS WITH PANASONIC SYSTEM SOLUTIONS
COMPANY ON THE PANASONIC UMG COLLEGIATE CLASH ESPORTS TOURNAMENT” as having any material terms. The Company regularly organizes
esports tournaments with various partners and press releases those tournaments and each relevant partner. Such press releases
are in the ordinary course of business as the Company seeks to support the burgeoning esports market by creating awareness among
participants and potential partners. The November 23, 2020 press release does note represent the generation of material revenue
nor the entry into a material agreement.

We
note that in addition to the Company’s determination that such announcement was not material, we do not believe shareholders
viewed this announcement as material. Following announcement pre-market on November 23, 2020 the Company’s stock price rose
from $7.35 at open to $7.55 at close, on volume which was in the normal range for the Company. Such increase represents a change
of 2%, which is within normal fluctuations on trading days.

Staff
Comment No. 4.

Please
tell us your current plans for your Form 40FR12B filed on July 14, 2020.

Company’s
Response:

The
Company intends to withdraw its Form 40FR12B forthwith.

*
* * * *

Thank
you for your review of the filing. If you should have any questions regarding the response letter, please do not hesitate to contact
the undersigned at (416) 367-7388.

    Sincerely,

    Dorsey
    & Whitney LLP

    /s/
    Richard Raymer

    Richard
    Raymer

cc:
Louis Schwartz, Engine Media Holdings, Inc.

May 21, 2021

Via E -mail

Louis Schwartz
Chief Executive Officer and Director
77 King Street West
Suite 3000
Toronto, Ontario
Canada M5K 1G8

Re: Engine Media Holdings, Inc.
Registration Statement on Form F -10
Filed March 25 , 2021
File No.  333-254709

Dear Mr.  Schwartz :

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filings and providing the requested
information.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tel l us why in your response.

After reviewing any amendment to your filings and the information you provide in
response to these comments, we may have additional comments.

General

1. Please advise , with a v iew towards disclosure,  as to the status of  a NASDAQ listing
application, including why announcements related to listing  were issued  in August 2020 .
Please advise as to  whether listing has been approved.

2. Please clarify  the extent to which  your announcem ents related to material debenture s and
other  financing arrangements have been disclosed in your filings.

3. Please disclos e the material terms of the esports tournament arrangements from your
November 2020 announc ement.

Louis Schwartz
May 21, 2021
 4. Please tell us your current plans for your Form 40FR12B filed on July 14, 2020.

Closing Comment

We remind you that you are responsible for the accuracy and adequacy of the disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

Please contact Corey Jennings, Special Counsel, at (202) 551 -3258 or Michael Coco,
Chief,  at (202) 551 -3253 with any questions.

        Sincerely,

        Division of Corporation Finance
Office of International Corporate
Finance

cc: Richard Ra ymer
Dorsey  & W hitney  LLP
Via E -mail

CORRESP
1
filename1.htm

March
25, 2021

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Engine
    Media Holdings, Inc.

    Registration
    Statement on Form F-10 (File No. 333-254709)

Ladies
and Gentlemen:

On
behalf of Engine Media Holdings, Inc., we hereby respectfully request that the Commission accelerate the effectiveness of the
above-referenced Registration Statement on Form F-10 (No. 333-254709) and to permit said Registration Statement to become effective
as soon as practicable following receipt of this request. Pursuant to Rule 467(b) we attach hereto the receipt of the Ontario
Securities Commission for the Short Form Base Shelf Prospectus to which the Form F-10 relates.

Please
contact James Guttman of Dorsey & Whitney LLP at (416) 367-7376 with any questions with respect to this request.

    Sincerely,

    ENGINE
    MEDIA HOLDINGS, INC.

    By:
    /s/
    Louis Schwartz

    Name:
    Louis
    Schwartz

    Title:
    Chief
    Executive Officer