UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
40-F



☐       REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934



OR



☒       ANNUAL
REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2021 Commission File Number 001-40331



ENTHUSIAST
GAMING HOLDINGS INC.

(Exact
name of Registrant as specified in its charter)



British
Columbia, Canada

(Province
or Other Jurisdiction of Incorporation or Organization)



7372

(Primary
Standard Industrial Classification Code)



Not
Applicable

(I.R.S.
Employer Identification No.)



90
Eglinton Avenue East,Suite 805Toronto, ON, M4P 2Y3

Tel:
604-785-0850

(Address
and telephone number of Registrant’s principal executive offices)



CT
Corporation System28 Liberty StreetNew York, New York, 10005Tel: 212-894-8940

(Name,
address (including zip code) and telephone number (including area code) of agent for service in the United States)



Securities
registered or to be registered pursuant to section 12(b) of the Act:



|Title
    of Each Class         | Trading
    Symbol | Name
    of Each Exchange on Which Registered
|------------------------------- | ------------------ | ---------------------------------------------
|Common
    Shares, no par value | EGLX               | The
    NASDAQ Stock Market, LLC             
|                                |                    |                                              

Securities
registered or to be registered pursuant to Section 12(g) of the Act: None



Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None



For
annual reports, indicate by check mark the information filed with this Form:



|☒
    Annual Information Form | ☒
    Audited Annual Financial Statements
|----------------------------- | -----------------------------------------













Indicate
the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period
covered by the annual report: The Registrant had 133,549,269 Common Shares, no par value, issued and outstanding as of December
31, 2021.



Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.



Yes ☒                   No  ☐



Indicate
by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).



Yes ☒                   No  ☐



Indicate
by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.



Emerging
growth company ☒



If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐



†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.



Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐











INTRODUCTORY
INFORMATION



Enthusiast
Gaming Holdings Inc. (the “Registrant”, “Enthusiast Gaming”, we, or our) is a Canadian public
company incorporated in British Columbia whose common shares (the “Common Shares”) are listed on the Toronto
Stock Exchange (“TSX”) and the Nasdaq Stock Market, LLC (“Nasdaq”). Enthusiast Gaming is
a “foreign private issuer” as defined in Rule 3b-4 under Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and is eligible to file this Annual Report on Form 40-F (the “Annual Report”) pursuant to
the Canada/United States multi-jurisdictional disclosure system (the “MJDS”).



References
to the “Registrant” or “Enthusiast Gaming” mean Enthusiast Gaming Holdings Inc. and its subsidiaries,
unless the context suggests otherwise.



NOTE
TO UNITED STATES READERS REGARDING DIFFERENCES BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES



The
Registrant is permitted to prepare this Annual Report in accordance with Canadian disclosure requirements, which are different
from those of the United States. The Registrant has historically prepared its consolidated financial statements in accordance
with International Financial Reporting Standards, as issued by the International Accounting Standards Board, which differ in certain
respects from United States generally accepted accounting principles (“US GAAP”) and from practices prescribed
by the United States Securities and Exchange Commission (the “SEC”). Therefore, the Registrant’s financial
statements incorporated by reference in this Annual Report may not be comparable to financial statements prepared in accordance
with US GAAP.



FORWARD-LOOKING
STATEMENTS



This
Annual Report includes or incorporates by reference certain statements that constitute “forward-looking statements”
within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking information involves
statements that are not based on historical information, but rather relate to future operations, strategies, financial results
or other developments. Forward-looking information is necessarily based upon estimates and assumptions, which are inherently subject
to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Registrant’s
control and many of which, regarding future business decisions, are subject to change. These uncertainties and contingencies can
affect actual results and could cause actual results to differ materially from those expressed in any forward-looking information
made by or on the Registrant’s behalf. Although the Registrant has attempted to identify important factors that could cause
actual actions, events or results to differ materially from those described in forward-looking information, there may be other
factors that cause actions, events or results to differ from those anticipated, estimated or intended. All factors should be considered
carefully and investors should not place undue reliance on the Registrant’s forward-looking information as actual results
may vary. Examples of such forward-looking information within this Annual Report include statements relating to the Registrant’s
expectations with respect to: the intended business activities of the Registrant; the sources of revenues and future operations,
including sponsorship of the Registrant; the future growth and revenues of the esports industry generally; the Registrant’s
anticipated financial performance; future development and growth prospects; expected operating costs, general and administrative
costs, costs of services and other costs and expenses of the Registrant; the ability of the Registrant to meet current and future
obligations; the ability of the Registrant to obtain financing on acceptable terms or at all to finance future operating or development
plans in excess of free cash flow.



Forward-looking
information reflects the Registrant’s current views with respect to expectations, beliefs, assumptions, estimates and forecasts
about the Registrant’s business and the industry and markets in which the Registrant operates. Forward-looking information
is not a guarantee of future performance and involves risks, uncertainties and assumptions, which are difficult to predict. Assumptions
underlying the Registrant’s expectations regarding forward-looking statements or information contained in this Annual Report
include, among others, the Registrant’s ability to comply with applicable governmental regulations and standards, the Registrant’s
success in implementing its strategies and achieving its business objectives, the Registrant’s ability to raise sufficient
funds from equity or other financings in the future to support its operations, and general business and economic conditions. The
foregoing list of assumptions is not exhaustive.



Persons
reading this Annual Report are cautioned that forward-looking information is only a prediction, and that the Registrant’s
actual future results or performance are subject to certain known and unknown risks, uncertainties and other factors that may
cause actual results to be materially different from those expressed or implied by such forward-looking information, including:













| | • | failure of the Registrant to operate and grow
    its businesses effectively;
| | - | -----------------------------------------------------------------------------

| | • | the availability of
    financial resources to fund the Registrant’s expenditures;
| | - | ----------------------------------------------------------------------------------

| | • | competition for, among
    other things, capital reserves, skilled personnel, and technological advancement;
| | - | ------------------------------------------------------------------------------------------------------------

| | • | the continuing popularity
    of the video game media industry as a whole;
| | - | --------------------------------------------------------------------------

| | • | protection of intellectual
    property;
| | - | ----------------------------------------

| | • | the success of the Registrant’s
    existing media properties;
| | - | --------------------------------------------------------------

| | • | the Registrant’s
    success in establishing and growing new media properties;
| | - | ------------------------------------------------------------------------------

| | • | risks associated with
    advancements in technology, including artificial intelligence, and the risks associated with technology infrastructure, cyber
    security and cyber attacks;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | third party performance
    of obligations under contractual arrangements, and the extension, renewal, or adequate replacement of third party contractual
    arrangements;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | the Registrant’s
    ability to develop and maintain its brand;
| | - | ---------------------------------------------------------------

| | • | prevailing regulatory,
    tax, privacy and other applicable laws and regulations;
| | - | ----------------------------------------------------------------------------------

| | • | stock market volatility
    and market valuations;
| | - | --------------------------------------------------

| | • | uncertainty in global
    financial markets; and
| | - | ------------------------------------------------

| | • | the impact of adverse
    global economic conditions and public health crises such as those resulting from the ongoing coronavirus (known as COVID-19).
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                        

Some
of the important risks and uncertainties that could affect forward-looking statements are described in this Annual Report. Should
one or more of these risks and uncertainties materialize, or should underlying factors or assumptions prove incorrect, actual
results may vary materially from those described in forward-looking statements. Material factors or assumptions involved in developing
forward-looking statements include, without limitation:



| | • | the
    expected success of the operations of the Registrant’s businesses;
| | - | --------------------------------------------------------------------------

| | • | the
    legislative and regulatory environments of the jurisdictions where the Registrant carries on business or has operations;
| | - | --------------------------------------------------------------------------------------------------------------------------------

| | • | the
    impact of competition and the competitive response to the Registrant’s business strategy;
| | - | -------------------------------------------------------------------------------------------------

| | • | timing
    and amount of capital and other expenditures;
| | - | --------------------------------------------------------

| | • | the
    future growth of the video game media industry;
| | - | -------------------------------------------------------

| | • | conditions
    in financial markets and the economy generally; and
| | - | ------------------------------------------------------------------

| | • | the
    Registrant’s ability to obtain additional financing on satisfactory terms or at all.
| | - | --------------------------------------------------------------------------------------------
| |   |                                                                                             

See
also “Forward-Looking Information” in the Annual Information Form dated March 28, 2022, filed as Exhibit 99.1,as set forth in the Exhibit Index attached hereto.



This
discussion, and the discussion of risk factors contained in the Annual Information Form dated March 28, 2022, filed as Exhibit
99.1, as set forth in the Exhibit Index attached hereto, are not exhaustive of the factors that may affect any of forward-looking
statements or information concerning the Registrant. Further, any forward-looking statement speaks only as of the date on which
such statement is made, and, except as required by applicable law, the Registrant does not undertake any obligation to update
any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect
the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management of the Registrant
to predict all such factors and to assess in advance the impact of each such factor on the business of the Registrant or the extent
to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statement.



Our
forward-looking statements are based on the reasonable beliefs, expectations and opinions of management on the date of this Annual
Report. Although we have attempted to identify important factors that could cause actual results to differ materially from those
contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or
intended. There is no assurance that such information will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking
information. We do not undertake to update any forward-looking information, except as, and to the extent required by, applicable
securities laws, including applicable United States federal securities laws. The forward-looking statements contained in this
Annual Report (including the documents incorporated by reference herein are expressly qualified by this cautionary statement.



PRINCIPAL
DOCUMENTS













The
following documents, filed as Exhibits 99.1, 99.2 and 99.3 to this Annual Report on Form 40-F, are hereby incorporated by reference
into this Annual Report on Form 40-F:



| | a) | Annual
                                         Information Form for the year ended December 31, 2021;
| | -- | ------------------------------------------------------------------------------------------------------



| | b) | Audited
                                         Consolidated Financial Statements for the years ended December 31, 2021 and 2020 together
                                         with the notes thereto, including the report of the independent registered public accounting
                                         firm thereon; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | Management’s
                                         Discussion and Analysis dated March 28, 2022, for the year ended December 31, 2021.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------



OFF-BALANCE
SHEET ARRANGEMENTS



The
Registrant has not entered into any “off-balance sheet arrangements”, as defined in General Instruction B.(11) to
Form 40-F, that have or are reasonably likely to have a current or future effect on the Registrant’s financial condition,
changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources
that are material to investors.



NASDAQ
CORPORATE GOVERNANCE



The
Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and its common shares are
listed on NASDAQ. NASDAQ Marketplace Rule 5615(a)(3) permits a foreign private issuer to follow its home country practices in
lieu of certain requirements in the NASDAQ Listing Rules. A foreign private issuer that follows home country practices in lieu
of certain corporate governance provisions of the NASDAQ Listing Rules must disclose any significant ways in which its corporate
governance practices differ from those followed by domestic companies, either on its website or in its annual filings with the
Commission. A description of the significant ways in which the Registrant’s corporate governance practices differ from those
followed by domestic companies pursuant to the applicable NASDAQ Listing Rules is disclosed on the Registrant’s website
at www.enthusiastgaming.com/investors under “Investors/Filings/NASDAQ Statement of Corporate Governance Differences”.



CONTROLS
AND PROCEDURES



Disclosure
Controls and Procedures



Management
of the Company, under the supervision of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing
and maintaining disclosure controls and procedures (as defined by the SEC in Rule 13a-15(e) and 15d-15(e) of the Exchange Act)
for the Company to ensure that material information relating to the Company, including its consolidated subsidiaries, that is
required to be made known to the Chief Executive Officer and Chief Financial Officer by others within the Company and disclosed
by the Company in reports filed or submitted by it under the Exchange Act is (i) recorded, processed, summarized and reported
within the time periods specified in the Commission's rules and forms; and (ii) accumulated and communicated to the Company’s
management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
The Chief Executive Officer and the Chief Financial Officer, along with management, have evaluated and concluded that the Company’s
disclosure controls and procedures as of December 31, 2021 were effective.



While
the Company’s Chief Executive Officer and Chief Financial Officer believe the Company’s disclosure controls and procedures
provide a reasonable level of assurance that they are effective, they do not expect that the Company’s disclosure controls
and procedures or internal control over financial reporting will prevent all errors or fraud. A control system, no matter how
well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are
met.



Management’s
Annual Report on Internal Control over Financial Reporting



This
Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due
to a transition period established by rules of the SEC for newly public companies



Attestation
Report of the Registered Public Accounting Firm













This
Annual Report does not include an attestation report of the Company’s registered public accounting firm due to a transition
period established by rules of the SEC for newly public companies.



Changes
In Internal Control Over Financial Reporting



During
the year ended December 31, 2021 there were no changes in the Company’s internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.



NOTICES
PURSUANT TO REGULATION BTR



The
Company was not required by Rule 104 of Regulation BTR to send any notices to any of its directors or executive officers during
the fiscal year ended December 31, 2021 concerning any equity security subject to a blackout period under Rule 101 of Regulation
BTR.



AUDIT
COMMITTEE



The
board of directors of the Company (the “Board”) has a separately designated standing audit committee (the “Audit
Committee”) established in accordance with Section 3(a)(58)(A) of the Exchange Act and satisfies the requirements of
Exchange Act Rule 10A-3. The Company’s Audit Committee is comprised of three directors, all of whom, in the opinion of the
Company’s Board, are independent (as determined under Rule 10A-3 of the Exchange Act and applicable Nasdaq rules) and are
financially literate, Michael Beckerman, Ben Colabrese and John Albright.



Audit
Committee Financial Expert



The
Board has determined that Ben Colabrese of the Audit Committee qualifies as an “audit committee financial expert”
within the meaning of Item 407 of Regulation S-K. The Board has further determined that all members of the Audit Committee are
“independent” within the meaning of applicable Commission regulations and the listing standards of the Nasdaq Stock
Market LLC.



The
Commission has indicated that the designation of a person as an audit committee financial expert does not make such person an
“expert’ for any purpose, or impose any duties, obligations or liability on such person that are greater than those
imposed on member of the audit committee and the board of directors who do not carry this designation, or affect the duties, obligations
or liability of any other member of the audit committee or board of directors.



CODE
OF ETHICS



We
have adopted a Code of Ethics and Business Conduct, which qualifies as a “code of ethics” within the meaning of Form
40-F, that is applicable to each of our directors, officers and employees, including our chief executive officer, chief financial
officer, corporate controller and persons performing similar functions. There were no amendments, or waivers granted in respect
of, the Code of Ethics and Business Conduct during the fiscal year ended December 31, 2021. The Code of Ethics and Business Conduct
was filed with the SEC as Exhibit 99.2 to its Form 6-K filed on June 7, 2021 (primary file number 001-40331) and can also be found
on the Company’s website at https://www.enthusiastgaming.com/filings/ . Amendments to the Code of Ethics and Business Conduct
and waivers, if any, for executive officers will be disclosed on the Company’s website. Except for the Code of Ethics and
Business Conduct, no information contained on the Company’s website or any other site shall be incorporated by reference
in this Annual Report on form 40-F or in the documents incorporated by reference herein or attached as Exhibits hereto.



PRINCIPAL
ACCOUNTING FEES AND SERVICES



KPMG
LLP (Vaughan, ON, Canada, Auditor Firm ID: 85) acted as the independent registered public accounting firm of the Company for the
fiscal year ended December 31, 2021. See the section “External Auditors Service Fees (By Category)” in our Annual
Information Form, attached as Exhibit 99.1 to this Annual Report, which section is incorporated by reference herein, for the total
amount billed to the Company by KPMG LLP, for services performed in the last two fiscal years by category of service (for audit
fees, audit-related fees, tax fees and all other fees).



AUDIT
COMMITTEE PRE-APPROVAL POLICES AND PROCEDURES













Under
its charter, the Audit Committee is required to pre-approve all non-audit services to be performed by the Company’s external
auditors in relation to us or any of our subsidiaries. The pre-approval process for non-audit services also involves consideration
of the potential impact of such services on the independence of the external auditors and whether the service for which approval
is sought is a prohibited service under applicable laws, regulations, rules or listing standards.



The
Audit Committee may delegate the pre-approval of services provided by the external auditor to one or more members of the Audit
Committee, which member(s) shall be independent to the extent required by any applicable law, regulation, rule or listing standard.
Any such delegate shall report his or her approvals to the Audit Committee at the next scheduled meeting.





INTERACTIVE DATA FILE



The Registrant will submit by amendment Exhibits 101
and 104 to this Annual Report on Form 40-F its Interactive Data Files. The amendment will be filed within the 30-day grace period provided
by Rule 405(a)(2)(ii) of Regulation S-T.



MINE
SAFETY DISCLOSURE



Not
applicable.











UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS



Undertaking



The
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered
pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions
in said securities.



Consent
to Service of Process



The
Registrant has previously filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X signed
by the Registrant and its agent for service of process.



Any
change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by
amendment to Form F-X referencing the file number of the Registrant.











SIGNATURES



Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F
and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date:
March 28, 2022



| | ENTHUSIAST
    GAMING HOLDINGS INC.
| | -----------------------------------
| |                                    
| | By:                                
| | Name:
    Alex Macdonald           
| | Title:
    Chief Financial Officer 











EXHIBIT
INDEX



|ExhibitNumber | Exhibit
    Description                                                                                                                                                                                     
|------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                             
|99.1          | Annual Information Form for the year ended December 31, 2021                                                                                                                                                
|              |                                                                                                                                                                                                             
|99.2          | Audited Consolidated Financial Statements for the years ended December 31, 2021 and 2020 together with the notes thereto, including the report of the independent registered public accounting firm thereon.
|              |                                                                                                                                                                                                             
|99.3          | Management’s Discussion and Analysis dated March 28, 2022, for the year ended December 31, 2021                                                                                                             
|              |                                                                                                                                                                                                             
|99.4          | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934                                                                                        
|              |                                                                                                                                                                                                             
|99.5          | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934                                                                                        
|              |                                                                                                                                                                                                             
|99.6          | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350                                                                                                                                         
|              |                                                                                                                                                                                                             
|99.7          | Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350                                                                                                                                         
|              |                                                                                                                                                                                                             
|99.8          | Consent of KPMG LLP                                                                                                                                                                                         
|              |                                                                                                                                                                                                             
|101*          | XBRL Document                                                                                                                                                                                               
|              |                                                                                                                                                                                                             
|104*          | Cover Page Interactive Data File                                                                                                                                                                            



*To be filed by amendment within the 30-day grace period provided by Rule
405(a)(2)(ii) of Regulation S-T.