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MSGM on Nasdaq

Motorsport Games Inc.

Motorsport Games Inc. is an American prepackaged software services company based in Miami.1 Its shares trade on Nasdaq under the symbol MSGM.1

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Last updated Oct 21, 2026.

Overview

$11.3MRevenue, fiscal 20252
$6.9MNet income, fiscal 20252

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  • TickerMSGM on Nasdaq1
  • IndustryServices-Prepackaged Software1
  • HeadquartersMiramar, Florida1
  • Incorporated inFL3
  • Business address3350 Sw 148Th Avenue, Suite 207, Miramar, Fl 330273
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
  • Legal formCorporation

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Restrictions under the Credit Agreement with Citibank may affect our ability to finance our operations.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

81.5%Gross margin2
28.8%Operating margin2
61.3%Net margin2
30.0%Revenue growth, 20252
102.2%Return on equity2
$4.1MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Ingame Revenues brought in 44% of the revenue Motorsport Games Inc. broke down this way in fiscal 2025.

  1. Ingame Revenues$5.0M244%up 125% from 2024
  2. Digital Game Sales$4.5M240%down 20% from 2024
  3. Subscription and Circulation$1.1M210%up 5891% from 2024
  4. Software Development$506.7K24%up 34% from 2024
  5. Other$216.9K22%down 53% from 2024
Products and services by year
Products and services20242025
Ingame Revenues$2.2M$5.0M
Digital Game Sales$5.6M$4.5M
Subscription and Circulation$18.9K$1.1M
Software Development$376.9K$506.7K
Other$464.1K$216.9K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue19¢$2.1M
  • Research and development16¢$1.8M
  • Other costs2¢$252.3K
  • Interest0¢$18.8K
  • Income tax2¢$245.3K
  • Profit61¢$6.9M

Out of $11.3M in revenue.2

Where each dollar of operating cash went, fiscal 2025

  • Capital spending0¢$12.1K
  • Kept or used elsewhere100¢$4.1M

Out of $4.1M of cash from operations.2

Financial statements

Revenue567892$11.3M in 2025−5% since 2019
0$5.0M$10.0M$15.0M$20.0M2019: $11.9M$11.9M20192020: $19.0M$19.0M2020+61%2021: $15.1M$15.1M2021−21%2022: $10.3M$10.3M2022−32%2023: $6.9M$6.9M2023−33%2024: $8.7M$8.7M2024+26%2025: $11.3M$11.3M2025+30%
Gross profit567892$9.2M in 2025+32% since 2019
0$5.0M$10.0M$15.0M2019: $7.0M$7.0M20192020: $12.4M$12.4M2020+79%2021: $7.5M$7.5M2021−39%2022: $5.4M$5.4M2022−29%2023: $3.3M$3.3M2023−39%2024: $5.5M$5.5M2024+66%2025: $9.2M$9.2M2025+69%
Operating income567892$3.2M in 2025
-$40.0M-$30.0M-$20.0M-$10.0M0$10.0M2019: -$5.2M-$5.2M20192020: $1.1K$1.1K20202021: -$34.5M-$34.5M20212022: -$35.0M-$35.0M2022+1%2023: -$16.4M-$16.4M2023−53%2024: -$1.7M-$1.7M2024−89%2025: $3.2M$3.2M2025
Net income567892$6.9M in 2025
-$40.0M-$20.0M0$20.0M2019: -$3.6M-$3.6M20192020: -$1.8M-$1.8M2020−51%2021: $288.0K$288.0K20212022: -$36.0M-$36.0M20222023: -$14.3M-$14.3M2023−60%2024: -$2.8M-$2.8M2024−81%2025: $6.9M$6.9M2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2025-12-312024-12-31
Revenues$11.3M$8.7M
Cost of revenues$2.1M$3.2M
Gross profit$9.2M$5.5M
Sales and marketing$624.6K$739.1K
Development$1.8M$3.4M
General and administrative$5.1M$6.9M
Depreciation and amortization$47.0K$208.7K
Total operating expenses$7.6M$11.2M
Gain from settlement of license liabilities$3.2M
Other operating income$1.6M$750.0K
Income (loss) from operations$3.2M-$1.7M
Interest expense, net-$18.8K-$120.8K
Other income (expense), net$3.4M-$1.2M
Income (loss) before provision for income taxes$6.6M-$3.0M
Provision for income taxes-$245.3K
Net income (loss)$6.8M-$3.0M
Less: Net loss attributable to non-controlling interest-$83.2K-$295.1K
Net income (loss) attributable to Motorsport Games Inc.$6.9M-$2.8M
Basic$1.43-$0.94
Diluted$1.43-$0.94
Basic4.8M shares2.9M shares
Diluted4.8M shares2.9M shares

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Corporate structure

Motorsport Games Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Motorsport Games Inc.

  • Red Oak Partners, LLC Filed SCHEDULE 13G/A on Motorsport Games Inc., latest Jul 2, 2026 (2 filings since Jun 12, 2026)
  • Mike Zoi Filed SCHEDULE 13D/A on Motorsport Games Inc., latest Apr 27, 2026 (5 filings since Feb 25, 2026)
  • Sharp Arrow Global Tech Ventures L.P. Filed SCHEDULE 13D on Motorsport Games Inc., latest May 15, 2025
  • Motorsport Network, LLC Filed SC 13D/A on Motorsport Games Inc., latest Feb 2, 2023 (3 filings since Feb 10, 2022)
  • WASATCH ADVISORS LP Filed SC 13G/A on Motorsport Games Inc., latest Jun 6, 2022 (3 filings since Feb 11, 2022)
  • Motorsport Games Inc. Miramar, Florida

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Motorsport Games Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$967.9K2 Dec 31, 2025$877.6K2 Dec 31, 2024+10.3%
Accumulated depreciation$935.1K2 Dec 31, 2025$822.1K2 Dec 31, 2024+13.7%
Property and equipment, net$32.9K2 Dec 31, 2025$55.4K2 Dec 31, 2024−40.7%
Operating-lease assets (leased space)$22.7K2 Dec 31, 2025$51.0K2 Dec 31, 2024−55.5%

Real estate and locations

ItemLatestA year beforeChange
Area of land2,000 sq ft9 Dec 31, 20242,000 sq ft8 Dec 31, 20230%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$5.0M2 Dec 31, 2025$859.3K2 Dec 31, 2024+481.1%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$3.8M2 Dec 31, 2025$3.4M2 Dec 31, 2024+12.1%
Accumulated amortization$5.6M2 Dec 31, 2025$7.9M2 Dec 31, 2024−29.8%
Finite-lived intangibles, net$3.6M2 Dec 31, 2025$8.1M7 Dec 31, 2022−56.4%

Properties, in its own words

Our corporate headquarters is located in Miramar, Florida and currently consists of approximately 300 square feet of office space. We also lease an office in Silverstone, England. Both offices are used by our Gaming and Esports operating segments.

Item 2 of the 10-K filed Mar 10, 2026.4

Leadership

Who has led Motorsport Games Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Dmitry Kozko2021–2022
  2. Stephen Hood2023–now

President

  1. Stephen Hood2021–2024

Chief financial officer

  1. Jonathan New2021–2022
  2. John Delta2022
  3. Stanley Beckley2023
  4. Jason Andrew Potter2023
  5. Peter Hansen-Chambers2026–now
2025
Board members and other officers (12)

Former names

  • MOTORSPORT GAMING US LLCSep 4, 2020 to Jan 11, 20213

Timeline

  1. Aug 14, 20268-K Results of operations; Regulation FD disclosure33
  2. Jul 23, 20268-K Entered a material agreement; Change to shareholders' rights; Bylaws or fiscal year changed34
  3. Jul 23, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed35
  4. Jun 26, 20268-K Executive or director change36
  5. Jun 18, 20268-K Entered a material agreement; New debt or obligation37
  6. Jun 18, 20268-K Executive or director change; Regulation FD disclosure38
  7. May 26, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed39
  8. May 13, 20268-K Results of operations; Regulation FD disclosure40
  9. Apr 24, 20268-K Change to shareholders' rights; Other events41
  10. Apr 23, 20268-K Entered a material agreement; Completed an acquisition or sale; Change to shareholders' rights42
  11. Apr 21, 20268-K Other events43
  12. Apr 17, 20268-K Other events44
  13. Dec 8, 2023New chief executive Stephen Hood becomes CEO14
  14. Jan 12, 2021New chief executive Dmitry Kozko becomes CEO15

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.14 a share, on Nov 6, 2025.45

When it reported results

  1. Aug 14, 2026Reported quarterly or annual results33
  2. May 13, 2026Reported quarterly or annual results40
  3. Mar 10, 2026Reported quarterly or annual results46
  4. Nov 6, 2025Reported quarterly or annual results47
  5. Aug 13, 2025Reported quarterly or annual results48
  6. May 9, 2025Reported quarterly or annual results49
  7. Mar 20, 2025Reported quarterly or annual results50
  8. Feb 4, 2025Reported quarterly or annual results51

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

238 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 95 major events, 48 insider forms, 14 large holders, 2 private raises, 59 other. The latest 20:

  1. Sep 3, 20264 PRIMARY DOCUMENT EDGAR
  2. Aug 31, 20264 PRIMARY DOCUMENT EDGAR
  3. Aug 24, 20264 PRIMARY DOCUMENT EDGAR
  4. Aug 19, 20264 PRIMARY DOCUMENT EDGAR
  5. Aug 14, 202610-Q EDGAR
  6. Aug 14, 20268-K EDGAR
  7. Aug 3, 20264 EDGAR
  8. Aug 3, 20264 EDGAR
  9. Aug 3, 20264 EDGAR
  10. Aug 3, 20264 EDGAR
  11. Aug 3, 20264 EDGAR
  12. Aug 3, 20264 EDGAR
  13. Aug 3, 20264 EDGAR
  14. Jul 23, 20268-K EDGAR
  15. Jul 23, 20268-A12B EDGAR
  16. Jul 23, 20268-K EDGAR
  17. Jul 6, 20264 PRIMARY DOCUMENT EDGAR
  18. Jul 2, 20264 PRIMARY DOCUMENT EDGAR
  19. Jul 2, 20263 PRIMARY DOCUMENT EDGAR
  20. Jul 2, 2026SCHEDULE 13G/A EDGAR

The 238 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

31 open-market trades by officers, directors and large owners since October 2021: 17 buys and 14 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 1, 2026Red Oak Partners, LLC10% ownerBuy2,149$3.95$8.5KForm 4
Aug 31, 2026Red Oak Partners, LLC10% ownerBuy4,554$3.93$17.9KForm 4
Aug 28, 2026Red Oak Partners, LLC10% ownerBuy4,328$3.91$16.9KForm 4
Aug 27, 2026Red Oak Partners, LLC10% ownerBuy3,280$3.90$12.8KForm 4
Aug 21, 2026Red Oak Partners, LLC10% ownerBuy5,212$3.67$19.1KForm 4
Aug 20, 2026Red Oak Partners, LLC10% ownerBuy23,143$3.86$89.3KForm 4
Aug 18, 2026Red Oak Partners, LLC10% ownerBuy19,709$4.00$78.8KForm 4
Aug 17, 2026Red Oak Partners, LLC10% ownerBuy10,404$3.87$40.3KForm 4
Jul 2, 2026Red Oak Partners, LLC10% ownerBuy12,737$4.14$52.7KForm 4
Jul 1, 2026Red Oak Partners, LLC10% ownerBuy3,200$4.07$13.0KForm 4
Jun 30, 2026Red Oak Partners, LLC10% ownerBuy27,744$3.95$109.6KForm 4
Apr 23, 2026ZOI MIKE10% ownerSale904,395$4.11$3.7MForm 4
Mar 10, 2026ZOI MIKE10% ownerSale31,131$4.51$140.4KForm 4
Mar 9, 2026ZOI MIKE10% ownerSale24,720$4.84$119.6KForm 4
Mar 6, 2026ZOI MIKE10% ownerSale29,224$4.70$137.4KForm 4
Mar 5, 2026ZOI MIKE10% ownerSale90,900$4.49$408.1KForm 4
Mar 4, 2026ZOI MIKE10% ownerSale40,535$4.03$163.4KForm 4
Mar 3, 2026ZOI MIKE10% ownerSale11,675$3.77$44.0KForm 4
Mar 2, 2026ZOI MIKE10% ownerSale6,500$3.74$24.3KForm 4
Feb 27, 2026ZOI MIKE10% ownerSale9,603$3.71$35.6KForm 4

All 31 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Stephen Hood48$314.8K$316.7K57
2025Stanley Beckley43$253.3K$310.7K57
2024Chief Executive Officer$260.5K$393.4K57
2024Chief Financial Officer$230.0K$287.2K57

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Apr 11, 2025Raised $2.5 million in a private offering of equity Form D: 5 investors so far Form D
  2. Jul 26, 2024Raised $1 million in a private offering of equity Form D: 2 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Citadel Advisors LLC63,235$252.9K0.0%New
Jane Street Group, LLC62,237$248.9K0.0%−922
Renaissance Technologies LLC56,800$227.2K0.0%+29,200
Vanguard Capital Management LLC39,419$157.7K0.0%+11,308
Two Sigma Investments, LP27,911$111.6K0.0%−6,950
Geode Capital Management, LLC23,952$95.8K0.0%−13,721
Bridgeway Capital Management, LLC17,000$68.0K0.0%New
Dimensional Fund Advisors LP16,814$67.3K0.0%No change
Vanguard Fiduciary Trust Co16,597$66.4K0.0%+11,469
Alliancebernstein L.P.12,216$50.1K0.0%No change
State Street Corp12,423$49.7K0.0%No change
XTX Topco Ltd12,412$49.6K0.0%−6,143
Wells Fargo & Company/mn3,250$13.0K0.0%No change
UBS Group AG1,622$6.5K0.0%−166
SBI Securities Co., Ltd.414$1.7K0.0%−431
Assetmark, Inc250$1.0K0.0%No change
Tower Research Capital LLC (TRC)238$9520.0%New
Osaic Holdings, Inc.108$4320.0%No change
Rockefeller Capital Management L.P.10$400.0%New
Caitong International Asset Management Co., Ltd3$120.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Motorsport Games Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARMotorsport Games Inc.1
  • CIK0001821175
  • Employer ID (EIN)86-17913564
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address3350 Sw 148Th Avenue, Suite 207, Miramar, FL 330271
  • Phone305-507-87991
  • Shares outstanding5,078,450 Common Class A shares; 700,000 Common Class B shares; 1,480,385 Common Class A, Driven Lifestyle Group LLC shares; 700,000 Driven Lifestyle Group LLC, Common Class B shares as of Mar 10, 20264
  • Public float$10.4M as of Jun 30, 20254
  • AuditorGRASSI & CO., CPAs, P.C., Jericho, New York PCAOB ID 606; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceSep 4, 20201
  • Filings314 in all: 8-K (115), 4 (46), 3 (18), 10-Q (17), CORRESP (9), DEF 14A (9), DEFA14A (9), UPLOAD (8)1
    All 41 form types

    424B5 (7), 10-K (6), PRE 14A (6), EFFECT (5), SCHEDULE 13D/A (5), DRSLTR (4), S-1/A (4), 424B3 (3), D (3), DRS/A (3), S-3 (3), SC 13G/A (3), 4/A (2), 8-A12B (2), ARS (2), DEF 14C (2), NT 10-Q (2), PRE 14C (2), S-1 (2), S-8 (2), SC 13G (2), SEC STAFF LETTER (2), 144 (1), 3/A (1), 424B4 (1), 8-K/A (1), CERT (1), DRS (1), SC 13D (1), SC 13D/A (1), SCHEDULE 13D (1), SCHEDULE 13G (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 10, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Mar 16, 2026
    Latest 8-K (8-K) Aug 14, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, $0.0001 par value per shareMSGMNasdaq

From the cover page of the 10-K filed Mar 10, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Motorsport Games Inc. names in Item 1A of its 10-K filed Mar 10, 2026: 64 risks under these headings, as written.4

  • Risks Related to Our Financial Condition and Liquidity
  • We may require additional capital to meet our financial obligations, and this capital might not be available on acceptable terms or at all.
  • Restrictions under the Credit Agreement with Citibank may affect our ability to finance our operations.
  • Risks Related to Our Business and Industry
  • If we do not consistently deliver popular products or if consumers prefer competing products, our business may be negatively impacted.
  • Our business and products are highly concentrated in the racing game genre, and our operating results may suffer if consumer preferences shift away from this genre.
  • If we do not provide high-quality products in a timely manner, our business operations, financial performance, financial condition, liquidity, cash flows and/or results of operations may be negatively impacted.
  • Declines in consumer spending and other adverse changes in economic, market and geopolitical conditions could have a material adverse effect on our business, financial condition and operating results.
  • We depend on a relatively small number of franchises for a significant portion of our revenues and profits.
  • Our ability to acquire and maintain licenses to intellectual property, especially for racing series, affects our revenue and profitability. Competition for these licenses may make them more expensive and increase our costs.
  • Our business is partly dependent on our ability to enter into successful software development arrangements with third parties.
  • Our business depends in part on the success and availability of platforms and mass media channels developed by third parties and our ability to develop commercially successful content, products, and services for those platforms.
The other 54 risks
  • Third-party platform providers may be able to influence our products and costs.
  • The increasing importance of free-to-play games to our business exposes us to the risks of that business model, including the dependence on a relatively small number of consumers for a significant portion of revenues and profits from any given game.
  • We are subject to risks associated with operating in a rapidly developing industry and a relatively new market.
  • We plan to generate a portion of our revenues from advertising and sponsorship during our esports events. If we fail to attract advertisers and sponsors to our gaming platform, tournaments or competitions, our revenues may be adversely affected.
  • We are reliant on the retention of certain key personnel and the hiring of strategically valuable personnel, and we may lose or be unable to hire one or more of such personnel.
  • Competition in the interactive entertainment industry is intense, and our existing and potential users may be attracted to competing products or other forms of entertainment.
  • Our revenue may be harmed by the proliferation of “cheating” programs and scam offers that seek to exploit our games and players, which may negatively affect players’ game-playing experiences and our ability to reliably validate our audience metric reporting and may lead players to stop playing our games.
  • Some of our players may make sales or purchases of virtual items used in our games through unauthorized or fraudulent third-party websites, which may reduce our revenue.
  • The success of our business relies on our marketing and branding efforts, and these efforts may not be accepted by consumers to the extent we planned.
  • Our games are subject to scrutiny regarding the appropriateness of their content. If we fail to receive our target ratings for certain titles, or if our retailers refuse to sell such titles due to what they perceive to be objectionable content, it could have a negative impact on our business.
  • Government regulations applicable to us may negatively impact our business.
  • We are exposed to seasonality in the sale of our retail products.
  • Our retail products, online gaming platform and games offered through our gaming platform may contain defects.
  • We may be held liable for information or content displayed on, retrieved from or linked to our gaming platform, or distributed to our users.
  • We may experience security breaches and cyber threats.
  • Our business could be adversely affected if our data privacy and security practices are inadequate, or are perceived as being inadequate, to prevent data breaches, or under the applicable data privacy and security laws generally.
  • We depend on servers and Internet bandwidth to operate our games and digital services with online features. If we were to lose server capacity or lack sufficient Internet bandwidth for any reason, our business could suffer.
  • A significant disruption in service on our website or platforms could damage our reputation and result in a loss of traffic and visitors, which could harm our business, brand, operating results and financial condition.
  • Our business partners may be unable to honor their obligations to us, or their actions may put us at risk.
  • Our efforts to expand into new products and services may subject us to additional risks.
  • Failure to adequately protect our intellectual property, technology and confidential information could harm our business and operating results.
  • The costs involved in enforcement of our intellectual property rights could harm our business, financial condition and results of operations.
  • We may be subject to claims of infringement of third-party intellectual property rights.
  • Our technology, content, and brands are subject to the threat of piracy, unauthorized copying and other forms of intellectual property infringement.
  • We use open source software in connection with certain of our games and services, which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative impact on our business.
  • We rely on third-party technology to complete critical business functions. If that technology becomes unavailable or fails to adequately serve our needs and we cannot find alternatives, it may negatively impact our operating results.
  • Our international operations are subject to increased challenges and risks.
  • Catastrophic events may disrupt our business.
  • Risks Related to Our Relationship with Driven Lifestyle
  • Driven Lifestyle controls a significant portion of our Class A common stock and all of our Class B common stock and therefore has the ability to exert significant control over the direction of our business, which could prevent other stockholders from influencing significant decisions regarding our business plans and other matters.
  • We are a “controlled company” within the meaning of the NASDAQ rules and, as a result, qualify for and may rely on exemptions from certain corporate governance requirements of NASDAQ. Our stockholders will not have the same protections afforded to stockholders of other companies that are subject to such requirements.
  • Driven Lifestyle’s competitive position in certain markets may constrain our ability to build and maintain certain partnerships or relationships in the motorsport industry.
  • Our inability to resolve in a manner favorable to us any potential conflicts or disputes that arise between us and Driven Lifestyle or its subsidiaries with respect to our past and ongoing relationships may adversely affect our business and prospects.
  • Risks Related to Our Company
  • Our limited operating history makes it difficult to evaluate our current business and future prospects, and we may not be able to effectively grow our business or implement our business strategies.
  • Impairment of our intangible assets has had, and in the future could have, a material adverse impact on our results of operations.
  • We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and the trading price of our Class A common stock.
  • We are an emerging growth company and a smaller reporting company, and we cannot be certain if the reduced disclosure requirements applicable to us will make our Class A common stock less attractive to investors.
  • We may acquire other companies, technologies, or assets, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results.
  • We may be subject to various legal proceedings, claims, litigation, governmental investigations or inquiries and other disputes from time to time. If the outcomes of any of these actions are adverse to us, it could have a material adverse effect on our business, results of operations and financial condition.
  • Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition.
  • Risks Related to Ownership of Our Class A Common Stock
  • Our Class A common stock may be delisted from Nasdaq, which could affect the market price and liquidity of our Class A common stock.
  • Substantial future sales of our Class A common stock, or the perception that such sales may occur, could depress the price of our Class A common stock.
  • Our certificate of incorporation has limitations on the liability of our directors, and we may have to indemnify our officers and directors in certain instances.
  • Certain provisions in our charter documents and Delaware law could limit attempts by our stockholders to replace or remove our board of directors or current management and limit the market price of our Class A common stock.
  • Our certificate of incorporation and bylaws provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • We expect that the price of our Class A common stock will fluctuate substantially.
  • We have only a minimal number of shares of Class A Common Stock available for equity award grants under the Motorsport Games Inc. 2021 Equity Incentive Plan (the “Plan”).
  • If securities industry analysts cease to publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our Class A common stock could be negatively affected.
  • The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.
  • We do not intend to pay dividends for the foreseeable future.
  • General Risk Factors
  • Our results of operations and financial condition are subject to management’s accounting judgments and estimates, as well as changes in accounting policies.
  • The requirements of being a public company may require significant resources and divert management’s attention.
  • If we fail to maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired.
  • We are subject to risks related to corporate and social responsibility and reputation.
  • The shutdown of the U.S. federal government may adversely affect our business.

Legal proceedings

We are involved in various routine legal proceedings incidental to the ordinary course of our business. We believe that the outcome of all pending legal proceedings in the aggregate is not reasonably likely to have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows, except as otherwise disclosed in this Report. In light of the uncertainties involved in legal proceedings generally, the ultimate outcome of a particular matter could be material to our operating results for a particular period depending on, among other things, the size of the loss or the nature of the liability imposed and the level of our income for that particular period. See Note 11 – Commitments and Contingencies – Litigation in our consolidated financial statements for additional information.

The opening of Item 3, Legal Proceedings.4

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