GEEX / Games & Esports Experience Acquisition Corp - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

KYG3731J1013 / Games & Esports Experience Acquisition Corp. / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Games & Esports Experience Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) G3731J101 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

KYG3731J1013 / Games & Esports Experience Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Games & Esports Experience Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3731J101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this

KYG3731J1195 / Games & Esports Experience Acquisition Corp. / Vivaldi Asset Management, LLC - GEEX 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Games & Esports Experience Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3731J119 (CUSIP Number) April 30, 2023 (Date of Event which Requires Filing of this Statement) Check the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G 1 tm2313449d11512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41113 GAMES & ESPORTS EXPERIENCE A

KYG3731J1195 / Games & Esports Experience Acquisition Corp. / Sculptor Capital LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Games & Esports Experience Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3731J119 (CUSIP Number) April 4, 2023 (Date of Event Which Requires Filing of this Statement) Check t

KYG3731J1195 / Games & Esports Experience Acquisition Corp. / Vivaldi Asset Management, LLC - GEEX 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Games & Esports Experience Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3731J119 (CUSIP Number) March 31, 2023 (Date of Event which Requires Filing of this Statement) Check the app

Games & Esports Experience Acquisition Corp. Announces it Will Redeem its Public Shares and Will Not Consummate an Initial Business Combination

Exhibit 99.1 Games & Esports Experience Acquisition Corp. Announces it Will Redeem its Public Shares and Will Not Consummate an Initial Business Combination Los Angeles, California, April 7, 2023 — Games & Esports Experience Acquisition Corp. (NASDAQ: GEEX) (the “Company”) today announced that it will redeem all of the issued and outstanding Class A ordinary shares, par value $0.0001 per share, of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2023 Commission file num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2023 Commission file number 001-41113 GAMES & ESPORTS EXPERIENCE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1592885 State or O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41113 GAMES &

Amendment No. 1 to the Investment Management Trust Agreement, dated March 6, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.8 AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of March 6, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Games & Esports Experience Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein

Copy of the special resolution amending Article 49.9 of the Company’s Amended and Restated Memorandum and Articles of Association, adopted by shareholders of the Company on March 6, 2023.

EXHIBIT 3.1 Special Resolution Amending Article 49.9 of the Amended and Restated Memorandum and Articles of Association, Adopted by Shareholders of Games & Esports Experience Acquisition Corp. on March 6, 2023 RESOLVED, as a special resolution that: (a) Article 49.9 of the Amended and Restated Memorandum and Articles of Association of Games & Esports Experience Acquisition Corp. be deleted in its

Promissory Note, dated March 3, 2023, between the Company and the Sponsor.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT AS PERM

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2023 Commission file number 001-41113 GAMES & ESPORTS EXPERIENCE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1592885 State or O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

February 14, 2023

CORRESP 1 filename1.htm SIDLEY AUSTIN LLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 +1 312 853 7000 +1 312 853 7036 FAX AMERICA ● ASIA PACIFIC ● EUROPE [email protected] +1 312 853 2071 February 14, 2023 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, DC 20549 Attn: Ronald Alper Re: G

KYG3731J1013 / Games & Esports Experience Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Games & Esports Experience Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3731J101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

KYG3731J1195 / Games & Esports Experience Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 p23-0336sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Games & Esports Experience Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3731J119 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this st

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 (November 10, 2022) Commission file number 001-41113 GAMES & ESPORTS EXPERIENCE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Cha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION R

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Commission file number 001-41113 GAMES & ESPORTS EXPERIENCE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1592885 State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2022 Commission file number 001-41113 GAMES & ESPORTS EXPERIENCE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1592885 State or O

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 Commission file number 001-41113 GAMES & ESPORTS EXPERIENCE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1592885 State or Ot

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41113 GAM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ¨ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41113 GAMES & ESPORTS EXPERIENCE

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General As of December 31, 2021, Games & Esports Experience Acquisition Corp. (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its Class A ordinary sh

Saba Capital Management, L.P. - FORM SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Games & Esports Experience Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3731J101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

CALAMOS INVESTMENT TRUST/IL - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Games & Esports Experience Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) G3731J101 (CUSIP Number) 12/31/2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

KYG3731J1013 / Games & Esports Experience Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - GAMES & ESPORTS EXPERIENCE ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Games & Esports Experience Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3731J119 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate

Games & Esports Experience Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing January 24, 2022

Exhibit 99.1 Games & Esports Experience Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing January 24, 2022 Los Angeles, California, January 21, 2022 ? Games & Esports Experience Acquisition Corp. (the ?Company?) today announced that, commencing January 24, 2022, holders of the units sold in the Company?s initial public offering may elect to se

Financial Statements and Exhibits, Other Events

8-K 1 tm224152d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2022 GAMES & ESPORTS EXPERIENCE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41113 98-159288

HIGHBRIDGE CAPITAL MANAGEMENT LLC - GAMES & ESPORTS EXPERIENCE ACQUISITION CORP.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Games & Esports Experience Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3731J101** (CUSIP Number) December 7, 2021 (Date of event which requires filing of this statement) Check the appropriate b

ADAGE CAPITAL PARTNERS GP, L.L.C. - GAMES & ESPORTS EXPERIENCE ACQUISITION CORP.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Games & Esports Experience Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3731J101** (CUSIP Number) December 7, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate b

Page

EX-99.1 2 tm2135291d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Page Balance Sheet as of December 7, 2021 F-2 Notes to Financial Statements F-3 F-1 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Games & Esports Experience Acquisition Corp. Los Angeles, CA Opinion on the Financial Statement We have audited the accompanying balance

Financial Statements and Exhibits, Other Events

8-K 1 tm2135291d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2021 GAMES & ESPORTS EXPERIENCE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41113 98-15834

Saba Capital Management, L.P. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Games & Esports Experience Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3731J101 (CUSIP Number) December 2, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

Games & Esports Experience Acquisition Corp. Announces Pricing of Upsized $175 Million Initial Public Offering

Exhibit 99.1 Games & Esports Experience Acquisition Corp. Announces Pricing of Upsized $175 Million Initial Public Offering Los Angeles, CA, December 2, 2021 — Games & Esports Experience Acquisition Corp. (the “Company”) announced today the pricing of its upsized initial public offering (“IPO”) of 17,500,000 units at $10.00 per unit. The units will be listed on the Nasdaq Global Market (“Nasdaq”)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 tm2134703d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2021 GAMES & ESPORTS EXPERIENCE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41113 98-15928

Registration Rights Agreement, dated December 1, 2021, among the Company, the Sponsor and certain other security holders of the Company.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of December 1, 2021, is made and entered into by and among Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the ?Company?), GEEX Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and each individual named on the signature pages hereto, (togeth

Amended and Restated Memorandum and Articles of Association, dated December 1, 2021, of the Company.

Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF GAMES & ESPORTS EXPERIENCE ACQUISITION CORP. (adopted by special resolution dated DeCEMBER 1, 2021 and effective on DECEMBER 1, 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM O

Underwriting Agreement, dated December 1, 2021, among the Company, J.P. Morgan Securities LLC, and William Blair & Company, L.L.C., as the underwriters.

EX-1.1 2 tm2134703d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Games & Esports Experience Acquisition Corp. 17,500,000 Units UNDERWRITING AGREEMENT December 1, 2021 J.P. Morgan Securities LLC William Blair & Company, L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o William Blair & Company, L.L.C.

Warrant Agreement, dated December 1, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

EX-4.1 4 tm2134703d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT between Games & Esports Experience Acquisition Corp. and Continental Stock Transfer & Trust Company Dated December 1, 2021 This warrant agreement (this “Agreement”), dated December 1, 2021, is by and between Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock T

Form of Indemnity Agreement, dated December 1, 2021, between the Company and each of its officers and directors.

Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of December 1, 2021, by and between Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and [?] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unle

Letter Agreement, dated December 1, 2021, among the Company and its officers, directors, advisors and the Sponsor.

EX-10.1 5 tm2134703d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 December 1, 2021 Games & Esports Experience Acquisition Corp. 7381 La Tijera Blvd. P.O. Box 452118 Los Angeles, California 90045 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and am

Games & Esports Experience Acquisition Corp. Announces Closing of Upsized $200 Million Initial Public Offering

Exhibit 99.2 Games & Esports Experience Acquisition Corp. Announces Closing of Upsized $200 Million Initial Public Offering Los Angeles, CA, December 7, 2021 ? Games & Esports Experience Acquisition Corp. (the ?Company?) announced today that it has closed its upsized initial public offering (?IPO?) of 20,000,000 units at a price of $10.00 per unit, including 2,500,000 units issued pursuant to the

Private Placement Warrants Purchase Agreement, dated December 1, 2021, between the Company and the Sponsor.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of December 1, 2021, is entered into by and between Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and GEEX Sponsor, LLC, a De

Investment Management Trust Agreement, dated December 1, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of December 1, 2021 by and between Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s regis

$175,000,000 Games & Esports Experience Acquisition Corp. 17,500,000 Units

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4) ?Registration No. 333-260852? PROSPECTUS $175,000,000 Games & Esports Experience Acquisition Corp. 17,500,000 Units ? Games & Esports Experience Acquisition Corp. is a newly formed blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorgan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Games & Esports Experience Acquisition Corp. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Games & Esports Experience Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 98-1592885 (State or other jurisdiction of incorporation or organization) (I.R.S.

As filed with the Securities and Exchange Commission on December 1, 2021

S-1MEF 1 tm2134398d1s1mef.htm S-1MEF As filed with the Securities and Exchange Commission on December 1, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Games & Esports Experience Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1592885

Games & Esports Experience Acquisition Corp. 7381 La Tijera Blvd. P.O. Box 452118 Los Angeles, California 90045 (213) 266-7674

Games & Esports Experience Acquisition Corp. 7381 La Tijera Blvd. P.O. Box 452118 Los Angeles, California 90045 (213) 266-7674 November 29, 2021 Via Edgar Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Jennifer Gowetski Re: Games & Esports Experience Acquisition Corp. Registration Statement on Form S-1, as amended (File No. 333

* * * [Signature Page Follows]

November 29, 2021 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jennifer Gowetski Pam Long Re: Games & Esports Experience Acquisition Corp. Registration Statement on Form S-1 File No. 333-260852 Dear Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 193

Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement (File No. 333-260852), filed November 8, 2021).

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on November 24, 2021. Registration No. 333-260852? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? Games & Esports Experience Acquisition Corp.? (Exact name of registrant as specified in its charter)? ? ? Cay

Specimen Unit Certificate

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] Games & Esports Experience acquisition corp. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one Class A ordinary share, par value $0.0001 per shar

Form of Underwriting Agreement

Exhibit 1.1 Games & Esports Experience Acquisition Corp. 15,000,000 Units UNDERWRITING AGREEMENT , 2021 J.P. Morgan Securities LLC William Blair & Company, L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, IL 60606 Ladies

Form of Compensation Committee Charter

EX-99.2 19 tm2115306d10ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Games & Esports Experience Acquisition Corp. COMPENSATION COMMITTEE CHARTER As adopted by the Board of Directors, effective [●], 2021 Purpose The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Games & Esports Experience Acquisition Corp. (the “Company”) is to (i) discharge the Board’s re

Form of Letter Agreement among the Registrant and its officers, directors, director nominees and the Sponsor

Exhibit 10.3 [●], 2021 Games & Esports Experience Acquisition Corp. 7381 La Tijera Blvd. P.O. Box 452118 Los Angeles, California 90045 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Games & Esports Experience Acquisition Corp., a

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and between Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and GEEX Sponsor, LLC, a Delaware

Form of Amended and Restated Memorandum and Articles of Association

Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF GAMES & ESPORTS EXPERIENCE ACQUISITION CORP. (adopted by special resolution dated [*] and effective on [*]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF GAMES & E

Memorandum and Articles of Association

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF GAMES & ESPORTS EXPERIENCE ACQUISITION CORP. THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF GAMES & ESPORTS EXPERIENCE ACQUISITION CORP. 1 The name of the Company is Games & Esports Experience Acquisition C

Form of Investment Management Trust Agreement between Continental Stock & Transfer Company and the Registrant

Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration

Form of Registration Rights Agreement among the Registrant and certain security holders

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the ?Company?), GEEX Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and each individual named on the signature pages hereto, (together with

Form of Audit Committee Charter

Exhibit 99.1 Games & Esports Experience Acquisition Corp. AUDIT COMMITTEE CHARTER As adopted by the Board of Directors, effective [●], 2021 The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Games & Esports Experience Acquisition Corp. (the “Company”) is to assist the Board in fulfilling its oversight responsibilities relating to: (i) the Company’s acco

Specimen Warrant Certificate

EX-4.3 7 tm2115306d10ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Games & Esports Experience Acquisition Corp. Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or registe

Specimen Ordinary Share Certificate

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES Games & Esports Experience Acquisition Corp. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF Games & Esports Experience Acquisitio

Form of Warrant Agreement between Continental Stock & Transfer Company and the Registrant

Exhibit 4.4 WARRANT AGREEMENT between Games & Esports Experience Acquisition Corp. and Continental Stock Transfer & Trust Company Dated [?], 2021 This warrant agreement (this ?Agreement?), dated [?], 2021, is by and between Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trus

Code of Conduct and Ethics (incorporated by reference to Exhibit 14 to Amendment No. 1 the Company’s Registration Statement on Form S-1 filed with the SEC on March 24, 2021).

Exhibit 14.1 Games & Esports Experience Acquisition Corp. CODE OF ETHICS AND BUSINESS CONDUCT 1.??????????????Introduction The Board of Directors (the ?Board?) of Games & Esports Experience Acquisition Corp. has adopted this code of ethics and business conduct (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees

Form of Indemnity Agreement

EX-10.7 15 tm2115306d10ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directo

Power of Attorney (included on signature page to the initial filing of this Registration Statement)

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on November 5, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Games & Esports Experience Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1592885 (State or oth

Consent of Steven A. Cohen

Exhibit 99.4 CONSENT OF Steven A. Cohen Games & Esports Experience Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being

Consent of Margaret C. Whitman

Exhibit 99.3 CONSENT OF Margaret C. Whitman Games & Esports Experience Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to b

Promissory Note, dated April 6, 2021 issued to the Registrant

EX-10.2 4 tm2115306d6ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFA

Form of Warrant Agreement between Continental Stock & Transfer Company and the Registrant

Exhibit 4.4 WARRANT AGREEMENT Games & Esports Experience Acquisition Corp. and Continental Stock Transfer & Trust Company Dated [●], 2021 This warrant agreement (this “Agreement”), dated [●], 2021, is by and between Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agen

Securities Subscription Agreement, dated as of April 7, 2021, between the Registrant and the Sponsor

EX-10.1 3 tm2115306d6ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Games & Esports Experience Acquisition Corp. April 7, 2021 GEEX Sponsor, LLC RE:         Securities Subscription Agreement Ladies and Gentlemen: Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept the offer of GEEX Sponsor, LLC, a Delaware limited liability company (t

October 27, 2021

DRSLTR 1 filename1.htm Sidley Austin LLP One South Dearborn Street Chicago, IL 60603 +1 312 853 7000 +1 312 853 7036 Fax AMERICA · ASIA PACIFIC · EUROPE October 27, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention:      Frank Knapp; Robert Telewicz Jennifer Gowetski; Pam L

WARRANT AGREEMENT Games & Esports Experience Acquisition Corp. Continental Stock Transfer & Trust Company Dated [●], 2021

EX-4.4 2 filename2.htm Exhibit 4.4 WARRANT AGREEMENT Games & Esports Experience Acquisition Corp. and Continental Stock Transfer & Trust Company Dated [●], 2021 This warrant agreement (this “Agreement”), dated [●], 2021, is by and between Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corpo

As confidentially submitted to the U.S. Securities and Exchange Commission on August 10, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly

TABLE OF CONTENTS As confidentially submitted to the U.S. Securities and Exchange Commission on August 10, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION ST

August 10, 2021

DRSLTR 1 filename1.htm Sidley Austin LLP One South Dearborn Street Chicago, IL 60603 +1 312 853 7000 +1 312 853 7036 Fax AMERICA · ASIA PACIFIC · EUROPE August 10, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Frank Knapp; Robert Telewicz Jennifer Gowetski; Pam Long Re

As confidentially submitted to the U.S. Securities and Exchange Commission on May 17, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly con

TABLE OF CONTENTS As confidentially submitted to the U.S. Securities and Exchange Commission on May 17, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATE