CUSIP
No. 62011B102
|
1 |
Names
of Reporting Persons
Motorsport
Network, LLC |
2 |
Check
the Appropriate Box if a Member of a Group
(see
Instructions) |
(a)
☐
(b)
☐ |
3 |
SEC
Use Only |
4 |
Source
of Funds (see Instructions) |
OO |
5 |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
☐ |
6 |
Citizenship
or Place of Organization |
FL |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
Sole
Voting Power |
0 |
8 |
Shared
Voting Power |
1,038,983 |
9 |
Sole
Dispositive Power |
0 |
10 |
Shared
Dispositive Power |
1,038,983 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
1,038,983 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions) |
☐ |
13 |
Percent
of Class Represented by Amount in Row (11) |
61.2% |
14 |
Type
of Reporting Person (see Instructions) |
OO |
CUSIP
No. 62011B102
|
1 |
Names
of Reporting Persons
Mike
Zoi |
2 |
Check
the Appropriate Box if a Member of a Group
(see
Instructions) |
(a)
☐
(b)
☐ |
3 |
SEC
Use Only |
4 |
Source
of Funds (see Instructions) |
OO |
5 |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
☐ |
6 |
Citizenship
or Place of Organization |
USA |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
Sole
Voting Power |
0 |
8 |
Shared
Voting Power |
1,038,983 |
9 |
Sole
Dispositive Power |
0 |
10 |
Shared
Dispositive Power |
1,038,983 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
1,038,983 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions) |
☐ |
13 |
Percent
of Class Represented by Amount in Row (11) |
61.2% |
14 |
Type
of Reporting Person (see Instructions) |
IN |
Item
1. Security and Issuer
This
Statement on Schedule 13D relates to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”),
of Motorsport Games Inc., a Delaware corporation (the “Company”). The address of the Company’s principal executive
offices is 5972 NE 4th Avenue, Miami, Florida 33137.
Item
2. Identity and Background
(a)
The persons filing this Schedule 13D are Motorsport Network, LLC, a Florida limited liability company (“Motorsport Network”),
and Mike Zoi (collectively, the “Reporting Persons”).
(b)
The address of the principal business office of each of the Reporting Persons is 5972 NE 4th Avenue, Miami, FL 33137.
(c)
Motorsport Network is a global digital technology company that focuses on the motorsport and automotive industries. Mr. Mike Zoi is the
Manager of Motorsport Network.
(d)
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
(f)
Mr. Mike Zoi is a citizen of the United States.
Item
3. Source and Amount of Funds or Other Consideration
See
Item 4, which is incorporated herein by reference.
Item
4. Purpose of Transaction
On
January 30, 2023 (the “Closing Date”), pursuant to a debt-for-equity exchange agreement (the “Agreement”)
dated January 30, 2023, the Company issued 338,983 shares (the “Acquired Shares”) of its Class A Common Stock to Motorsport
Network, which amount represents the aggregate number of shares of Class A Common Stock equal to $1,000,000 divided by the lower of:
(i) the Nasdaq Official Closing Price of the Class A Common Stock immediately preceding the signing of the Agreement, or (ii) the average
Nasdaq Official Closing Price of the Class A Common Stock for the five trading days immediately preceding the signing of this Agreement.
The Acquired Shares were issued in consideration for the cancellation of the portion of the Company’s outstanding debt (including
the principal and not yet paid interest thereon) equal to $1,000,000 under a promissory note dated April 1, 2020, as amended on November
23, 2020, held by Motorsport Network. Under the Agreement, subject to conditions set forth therein, the Company agreed to file a registration
statement with the Securities and Exchange Commission upon demand from Motorsport Network at any time within 60 days after the Closing
Date in order to register the resale of the Acquired Shares. The Agreement also granted certain piggyback registration rights to Motorsport
Network.
Except
as discussed in this Schedule 13D, the Reporting Persons do not have any present plans or proposals with respect to the Company that
would relate to or result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The
Reporting Persons reserve the right to formulate plans and/or make proposals, and take such actions with respect to their investment
in the Company, including, subject to applicable law, (i) to hold their Class A Common Stock as a passive investor or as an active investor,
(ii) to acquire beneficial ownership of additional Class A Common Stock in the open market, in privately negotiated transactions or otherwise,
(iii) to dispose of all or part of their holdings of Class A Common Stock, (iv) to take other actions which could involve one or more
of the types of transactions or have one or more of the results described in Item 4 of Schedule 13D, or (v) to change their intention
with respect to any or all of the matters referred to in Item 4 of Schedule 13D.
Item
5. Interest in Securities of Issuer
The
following beneficial ownership percentages are based on a total of 1,697,958 shares of Class A Common Stock outstanding as of January
30, 2023 following the consummation of the transactions under the Agreement.
(a)
The Reporting Persons beneficially own 1,038,983 shares of Class A Common Stock, representing approximately 61.2% of the outstanding
shares of Class A Common Stock.
(b)
The Reporting Persons have the shared power to vote or direct the vote or to dispose or to direct the disposition of 1,038,983 shares
of Class A Common Stock.
(c)
Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transaction in Common Stock in the past 60 days.
(d)
To the knowledge of the Reporting Persons, no one other than the Reporting Persons has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock reported herein as beneficially owned by the Reporting
Persons.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
See
Item 4, which is incorporated herein by reference.
Item
7. Material to be Filed as Exhibits.
Exhibit
1 – Joint Filing Agreement
Exhibit
2 – Debt-For-Equity Exchange Agreement, dated as of January 30, 2023, between Motorsport Games Inc. and Motorsport Network, LLC
(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated January 30, 2023)
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete,
and correct.
Date:
January 30, 2023 |
Motorsport
Network, LLC |
|
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|
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By: |
/s/
Mike Zoi |
|
Name: |
Mike
Zoi |
|
Title: |
Manager |
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|
|
/s/
Mike Zoi |
|
Mike Zoi |
EXHIBIT
INDEX
Exhibit
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
each of the undersigned parties hereby agrees to file jointly the Schedule 13D (including any amendments thereto) (the “Statement”)
with respect to the acquisition or disposition of shares of Class A common stock, $0.0001 par value per share (the “Common Stock”),
of Motorsport Games Inc., a Delaware corporation (the “Company”).
Each
of the undersigned parties agrees that each is responsible for the timely filing of the Statement, and for the completeness and accuracy
of the information concerning such party contained therein, but none of them is responsible for the completeness or accuracy of the information
concerning the other parties making the filing unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same
instrument.
Dated:
January 30, 2023 |
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Motorsport
Network, LLC |
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|
|
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By: |
/s/ Mike
Zoi |
|
Name: |
Mike
Zoi |
|
Title: |
Manager |
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|
|
/s/ Mike
Zoi |
|
Mike
Zoi |