UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

MOTORSPORT GAMING US LLC

to be converted to a corporation named

MOTORSPORT GAMES INC.

(Exact name of registrant as specified in its charter)

 

Delaware		83-1463958
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
5972 NE 4th Avenue Miami, FL		33137
(Address of principal executive offices)		(Zip Code)

 

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

 

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Class A common stock, $0.0001 par value per share		The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. [X]

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. [  ]

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. [  ]

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-251501

 

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

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The description of the Class A Common Stock, $0.0001 par value per share, of Motorsport Games Inc. (the “Registrant”), as included under the caption “Description of Capital Stock” in the prospectus forming a part of the Registration Statement on Form S-1, as originally filed with the Securities and Exchange Commission (the “Commission”) on December 18, 2020 (File No. 333-251501), including exhibits, and as may be subsequently amended from time to time (the “Registration Statement”), is hereby incorporated by reference. In addition, all of the above-referenced descriptions included in any prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.

 

Item 2. Exhibits.

 

No exhibits are required to be filed because no other securities of the Company are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

	MOTORSPORT GAMING US LLC
Dated: January 7, 2021	/s/ Dmitry Kozko
	Dmitry Kozko
	Chief Executive Officer