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Enthusiast Gaming Holdings Inc. / Canada Form F-10 Filed 2021-05-03

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Enthusiast Gaming Holdings Inc. / Canada Form F-10 Filed 2021-05-03 SECURITIES AND EXCHANGE COMMISSION FORM F-10 Registration statement for securities of certain Canadian issuers under the Securities Act of 1933 Filing Date: 2021-05-03 SEC Accession No. 0001539497-21-000596 (HTML Version on secdatabase.com) FILER Enthusiast Gaming Holdings Inc. / Canada Mailing Address Business Address 90 ENGLINTON AVENUE 90 ENGLINTON AVENUE CIK:1854233| IRS No.: 000000000 | State of Incorp.:A1 | Fiscal Year End: 1231 EAST EAST Type: F-10 | Act: 33 | File No.: 333-255725 | Film No.: 21884079 SUITE 805 SUITE 805 SIC: 7900 Amusement & recreation services TORONTO Z4 M4P 2Y3 TORONTO Z4 M4P 2Y3 604-785-0850 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on May 3, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-10 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENTHUSIAST GAMING HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 7372 Not Applicable (Province or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code) Identification No.) 90 Eglinton Avenue East Suite 805 Toronto, ON, M4P 2Y3 Tel: 604-758-0850 (Address and telephone number of Registrant’s principal executive offices) CT Corporation System 28 Liberty Street New York, New York, 10005 Tel: 212-894-8940 (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) Copies to: Alex Macdonald Trevor Zeyl Steven Suzzan 90 Eglinton Avenue East Norton Rose Fulbright Canada LLP Norton Rose Fulbright US LLP Suite 805 / S.E.N.C.R.L., s.r.l. 1301 Avenue of the Americas, Toronto, ON, M4P 2Y3 222 Bay St Suite 3000 New York, NY 10019-6022 Tel: 604-758-0850 Toronto, ON M5K 1E7, Canada United States (416) 216-4792 (212) 318-3092 Approximate date of commencement of proposed sale of the securities to the public: From time to time after this Registration Statement becomes effective. British Columbia (Principal jurisdiction regulating this offering) It is proposed that this filing shall become effective (check appropriate box) Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document A. ☐ upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada). B. ☒ At some future date (check the appropriate box below) 1. ☐ pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing). 2. ☐ pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date). 3. ☐ pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto. 4. ☒ after the filing of the next amendment to this Form (if preliminary material is being filed). If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. ☒ CALCULATION OF REGISTRATION FEE Proposed Amount Title of Each Class of Maximum Amount of to be Securities to be Registered Aggregate Registration Fee(3) Registered(1)(2) Offering Price(1)(2)(3) Common Shares Preferred Shares Debt Securities Warrants Subscription Receipts Units Total US$203,500,000 US$203,500,000 US$22,201.85 There are being registered under this Registration Statement such indeterminate number of (i) common shares, (ii) preferred shares, (iii) debt securities, (iv) warrants, (v) subscription receipts, and/or (vi) units comprised of one or more of the securities of the (1) Registrant listed above in any combination as shall have an aggregate initial offering price not to exceed C$250,000,000. The proposed maximum initial offering price per security will be determined, from time to time, by the Registrant in connection with the sale of the securities registered under this Registration Statement. Determined based on the proposed maximum aggregate offering price in Canadian dollars of C$250,000,000 converted into U.S. (2) dollars based on the average rate of exchange of C$1.00=US$ 0.8140 on April 30, 2021, as reported by the Bank of Canada. Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (3) (the “Securities Act”). The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act or on such date as the Commission, acting pursuant to Section 8(a) of the Securities Act, may determine. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PART I INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada except Quebec but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the securities regulatory authorities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus has been filed under legislation in each of the provinces of Canada except Quebec that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission but is not yet effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of documents incorporated herein by reference herein may be obtained on request without charge from the Chief Corporate Officer of Enthusiast Gaming (as defined herein) at Suite 805, 90 Eglinton Avenue East, Toronto, Ontario, M4P 2Y3, telephone (416) 623-9360 and are also available electronically at www.sedar.com. PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS New Issue and/or Secondary Offering May 3, 2021 Enthusiast Gaming Holdings Inc. $250,000,000 Common Shares Preferred Shares Debt Securities Warrants Units Subscription Receipts Enthusiast Gaming Holdings Inc. (“Enthusiast Gaming” or the “Company”) may offer and issue from time to time any preferred shares or common shares (collectively, the “Equity Securities”), bonds, debentures, notes or other evidences Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document of indebtedness of any kind, nature or description (collectively, “Debt Securities”), warrants to purchase Equity Securities and warrants to purchase Debt Securities (collectively, the “Warrants”), Units (as defined under “Description of Units” herein), and subscription receipts that entitle the holder to receive upon satisfaction of certain release conditions, and for no additional consideration, Equity Securities, Debt Securities, Warrants, or Units (“Subscription Receipts”, and together with the Equity Securities, Debt Securities, Warrants or Units, the “Securities”) of up to $250,000,000 aggregate initial offering price of Securities (or the equivalent thereof in one or more foreign currencies or composite currencies, including United States dollars) during the 25-month period that this short form base shelf prospectus (the “Prospectus”), including any amendments thereto, is valid. One or more of our securityholders (“Selling Securityholders”, and each is a “Selling Securityholder”) may also offer and sell Securities under this Prospectus. See “Selling Securityholders”. Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying shelf prospectus supplement (a “Prospectus Supplement”). The specific terms of the Securities with respect to a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable (i) in the case of common shares of Enthusiast Gaming (“Common Shares”), the number of Common Shares offered and the offering price; (ii) in the case of Equity Securities other than Common Shares, the designation of the particular class and series, the number of shares offered, the issue price, dividend rate, if any, and any other terms specific to the Equity Securities being offered; (iii) in the case of Debt Securities, the specific designation, aggregate principal Copyright © 2021 www.secdatabase.com.
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