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~~March 103, ~~2022~~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 Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

7381 La Tijera Blvd. P.O. Box 452118 Los Angeles, California		90045
Address of Principal Executive Offices		Zip Code

Registrant’s telephone number, including area code: (213) 266-7674

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant	GEEXU	The Nasdaq Global Market
Class A Ordinary Shares	GEEX	The Nasdaq Global Market
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	GEEXW	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 41.~~02.~~01 ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit Report or Completed Interim Review~~Definitive Agreement.

On ~~August 15~~March 3, ~~2022~~2023, Games & Esports Experience Acquisition Corp. (the “Company”) ~~filed~~issued ~~its~~an ~~Quarterly~~unsecured ~~Report~~promissory onnote ~~Form~~(the ~~10-Q~~“Sponsor ~~for~~Note”) to the ~~quarterly~~ ~~period~~Company’s ~~ended~~sponsor, ~~June~~GEEX 30Sponsor, ~~2022~~LLC (the “Q2Sponsor”), ~~Form~~which ~~10-Q~~provides for borrowings from time to time of up to an aggregate of $1,000,000 which may be drawn by the Company and used for working capital purposes and/or to finance monthly deposits into the trust account (the “Trust Account”) established in connection with the ~~U.S.~~Company’s ~~Securities~~initial ~~and~~public ~~Exchange~~offering ~~Commission~~(“IPO”) for each public share that is not redeemed in connection with the extension of the Company’s termination date from March 7, 2023 (the “~~SEC~~Termination Date”) to December 7, 2023. The Sponsor Note does not bear interest and is repayable in full upon the earlier of the consummation of the Company’s initial business combination or the date the Company liquidates the Trust Account upon the failure of the Company to consummate an initial business combination within the requisite time period. Upon the consummation of the Company’s initial business combination, the Sponsor shall have the option, but not the obligation, to convert the entire principal balance of the Sponsor Note, in whole or in part, into private placement warrants of the post-business combination entity at a price of $1.00 per warrant. The terms of such private placement warrants (if issued) will be identical to the terms of the private placement warrants issued by the Company in a private placement concurrent with the closing of the IPO and subject to the terms of that certain Warrant Agreement, dated as of December 1, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent, and that certain letter agreement, dated as of December 1, 2021, among the Company, the Sponsor and certain other parties thereto. The Sponsor Note is subject to customary events of default, the occurrence of any of which automatically triggers the unpaid principal balance of the Sponsor Note and all other sums payable with regard to the Sponsor Note becoming immediately due and payable.

InOn ~~the~~March ~~course of preparing the Q2 Form 10-Q~~3, ~~the Company classified its Class A ordinary shares subject to possible redemption as a current liability in the Company’s balance sheet as of June 30~~2023, ~~2022~~ ~~included in~~ the ~~Q2 Form 10-Q. In connection with the preparation of the~~ Company~~’s Quarterly Report on Form 10-Q for the quarterly~~ ~~period~~borrowed ~~ended September 30~~$350,000 ~~2022,~~under ~~management re-evaluated~~ the ~~classification~~Sponsor ofNote ~~its Class A ordinary shares~~ and ~~determined~~deposited ~~that due to the Class A ordinary shares’ redemption provisions~~$140,000 ~~they~~into ~~require classification as temporary equity. After further consideration, management re-evaluated~~ the ~~impact~~Trust ofAccount ~~the~~to ~~reclassification~~fund of the ~~Class~~initial ~~A ordinary shares on the Company’s previously issued financial statements in the Q2 Form 10~~one-Q.month ~~Management~~extension of the Company~~, in consultation with the Audit Committee of the Company~~’s ~~Board~~Termination ofDate ~~Directors, concluded~~until ~~that~~April ~~such reclassification was material with respect to the unaudited interim financial statements of the Company included in the Q2 Form 10-Q and therefore should be restated~~7, ~~to report all Class A ordinary shares of the Company as temporary equity, and should no longer be relied upon~~2023.

AsItem a2.03 ~~result,~~Creation ~~the Company intends to restate its interim financial statements as~~ of ~~and~~a ~~for~~Direct ~~the six month period ended June 30, 2022 in Amendment No. 1 to the Company’s Q2 Form 10-Q, to be filed~~Financial ~~with~~Obligation ~~the~~or ~~SEC~~an ~~(the~~Obligation ~~“Q2~~under ~~Form~~an 10Off-~~Q/A”)~~Balance asSheet ~~soon~~Arrangement asof ~~practicable.~~a ~~The Q2 Form 10-Q/A will correct the classification errors described above~~Registrant.

The ~~Company~~disclosure ~~does~~contained ~~not~~in Item ~~expect~~1.01 ~~the~~of ~~restatement~~this ~~to have~~Current ~~any~~Report ~~impact~~ on ~~the~~Form ~~Company’s~~8-K ~~cash~~is ~~position~~incorporated orby ~~the~~reference ~~cash held~~ in ~~the~~this ~~trust~~Item ~~account established in connection with the IPO~~2.03.

~~After~~Item ~~re-evaluation,~~5.03 ~~the~~Amendments ~~Company’s~~to ~~management has concluded that~~Articles ~~in light~~ of ~~the~~Incorporation ~~classification~~or ~~error~~Bylaws; ~~described~~Change ~~above, a material weakness existed~~ in ~~the~~Fiscal ~~Company’s internal control over financial reporting during the affected period and that the Company’s disclosure controls and procedures were not effective~~Year.

~~The~~On March 6, 2023, shareholders of the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders of the Company approved by special resolution an amendment (the “Charter Amendment”) to the amended and restated memorandum and articles of association of the ~~Audit~~Company ~~Committee~~(the ~~have~~“Charter”) ~~discussed~~to: (A) extend the ~~matters~~date ~~disclosed~~by which the Company has to complete an ininitial ~~this~~business ~~Current~~combination ~~Report~~from the Termination Date to December 7, 2023, by electing to extend the date to consummate an initial business combination on ~~Form~~a ~~8-K~~monthly ~~pursuant~~basis for up to ~~this~~nine ~~Item~~times ~~4.02~~by ~~with~~an ~~BDO~~additional ~~USA~~one month each time after the Termination Date, ~~LLP~~until December 7, 2023, unless the closing of the Company’s ~~independent~~initial ~~registered~~business combination shall have occurred, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account for each such one-month extension period the lesser of (i) an aggregate of $140,000 or (ii) $0.05 per public ~~accounting~~share that remains outstanding and is not redeemed prior to any such one-month extension; and (B) cancel ~~firm~~the automatic three-month extension period in the Company’s Charter to which the Company was entitled upon filing a preliminary proxy statement, registration statement or similar filing for an initial business combination during (i) the 15-month period from the consummation of the Company’s IPO or (ii) any paid extension period, to consummate an initial business combination.

~~SIGNATURE~~A copy of the special resolution adopting the Charter Amendment is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

~~Pursuant~~Item to5.07 ~~the~~Submission ~~requirements~~ of ~~the~~Matters ~~Securities~~to ~~Exchange~~a ~~Act~~ Vote of ~~1934, the~~Security ~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Holders.

	Games & Esports Experience Acquisition Corp.
Date: November 10, 2022	By:	/s/ Ari Segal
	Name:	Ari Segal
	Title:	Chief Executive Officer

At the Company’s Extraordinary General Meeting, the following proposal was considered and acted upon by the shareholders of the Company: a proposal to approve by special resolution the Charter Amendment (the “Extension Amendment Proposal”). The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.

Extension Amendment Proposal

Votes For		Votes Against		Abstentions
19,892,353		2,218,771		0

Accordingly, the Extension Amendment Proposal was approved.

As there were sufficient votes at the time of the Extraordinary General Meeting to approve the above proposal by special resolution, the Adjournment Proposal, which had been previously voted on by proxy, was not presented to shareholders at the Extraordinary General Meeting.

Item 8.01 Other Events.

In connection with the votes to approve the Extension Amendment Proposal, 13,639,848 ordinary shares of the Company were rendered for redemption. The ordinary shares will be redeemed at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding ordinary shares. The per-share redemption amount has been calculated to be approximately $10.43 per share.

On March 6, 2023, the Company notified Continental Stock Transfer & Trust Company of its intention to extend the Termination Date by an additional month to April 7, 2023, subject to the Sponsor (or its affiliates or permitted designees) depositing $140,000 into the Trust Account, on or prior to the initial March 7, 2023 Termination Date. On March 3, 2023, the Sponsor deposited $140,000 into the Trust Account and, as a result, the Termination Date was extended by one month until April 7, 2023.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description
3.1		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.
10.1		Promissory Note, dated March 3, 2023, between the Company and the Sponsor.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Games & Esports Experience Acquisition Corp.

Date: March 6, 2023	By:	/s/ Ari Segal
		Name: Ari Segal
		Title: Chief Executive Officer

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