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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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Motorsport Games Inc. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Mike Zoi 5972 NE 4th Avenue, Miami, FL, 33137 (305) 507-8799 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/23/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Driven Lifestyle Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
254,453.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
254,453.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Motorsport Games Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
3350 SW 148th Avenue, Suite 207, Miramar,
FLORIDA
, 33027. |
| Item 2. | Identity and Background |
| (a) | The persons filing this Schedule 13D/A are Driven Lifestyle Group LLC, a Florida limited liability company ("Driven Lifestyle"), 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) | Driven Lifestyle is a global digital technology company that focuses on the motorsport and automotive industries. Mr. Mike Zoi is the sole Manager of Driven Lifestyle. |
| (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 April 23, 2026 (the "Sales Date"), Driven Lifestyle sold to the Issuer 904,395 shares of Class A Common Stock in a privately negotiated transaction pursuant to Share Repurchase Agreement between Driven Lifestyle and the Issuer, dated as of April 22, 2026 (the "Share Repurchase Agreement"), as reported in Item 6, which is incorporated herein by reference.
Except as discussed in this Schedule 13D/A, 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 the Issuer |
| (a) | The Reporting Persons beneficially own 254,453 shares of Class A Common Stock, representing approximately 5.0% of the Company's 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 254,453 shares of Class A Common Stock. Of the 1,158,848 shares of Class A Common Stock sold pursuant to the Share Repurchase Agreement, 700,000 shares were Class A Common Stock shares acquired by Driven Lifestyle (former name Motorsport Network, LLC) at the Issuer's initial public offering. Accordingly, the Reporting Persons' 700,000 shares of the Company's Class B common stock (the "Class B Common Stock") attributable to such 700,000 shares of Class A Common Stock have been cancelled pursuant to Article V, Section 8 of the Issuer's certificate of incorporation, resulting in the Reporting Persons no longer beneficially own any shares of Class B Common Stock. The Reporting Persons control 5.0% of the total voting power of the Company's Class A Common Stock. |
| (c) | See Item 4, which is incorporated herein by reference.
Except as set forth in this Schedule 13D/A, none of the Reporting Persons has effected any transaction in Common Stock since the most recent filing on Schedule 13D/A by the Reporting persons filed on March 11, 2026. |
| (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 |
As previously reported by the Reporting Persons, on December 31, 2025, Driven Lifestyle adopted a Rule 10b5-1 trading arrangement (the "Rule 10b5-1 Plan") that covered 1,480,385 shares of the Company's Class A Common Stock. The Rule 10b5-1 Plan was terminated on April 23, 2026.
Driven Lifestyle and the Issuer entered into the Share Repurchase Agreement, dated as of April 22, 2026, pursuant to which Driven Lifestyle agreed to sell to the Issuer, and the Issuer agreed to purchase from Driven Lifestyle, 904,395 shares of Class A Common Stock in a privately-negotiated off-market transaction.
Such sale was consummated on April 23, 2026.
The foregoing description of the Share Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 99.2 hereto and is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 - Joint Filing Agreement
Exhibit 99.2 - Share Repurchase Agreement dated April 22, 2026 |
| SIGNATURE | |
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.
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Exhibit 99.1
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: April 27, 2026 | ||
| Driven Lifestyle Group LLC | ||
| By: | /s/ Mike Zoi | |
| Name: | Mike Zoi | |
| Title: | Manager | |
| /s/ Mike Zoi | ||
| Mike Zoi | ||
Exhibit 99.2
