Motorsport Games (MSGM) Registration Filing summary

Company overview and business model

• Develops, publishes, and operates racing video games and esports events for major motorsport series, including Le Mans and FIA World Endurance Championship.

• Holds official licenses for Le Mans and WEC, and previously held exclusive NASCAR rights, which were sold in October 2023; retains limited rights to sell NASCAR games through December 2024.

• Organizes esports tournaments to drive engagement, with events like the Le Mans Virtual Series reaching millions of viewers globally.

• Operates as an emerging growth and smaller reporting company, utilizing reduced disclosure requirements.

Financial performance and metrics

• As of November 22, 2024, Class A common stock last traded at $1.11 per share on Nasdaq.

• Aggregate market value of outstanding Class A common stock held by non-affiliates is $2,929,458, based on 1,703,173 shares at $1.72 per share.

• In the three months ended September 30, 2024, 55.6% of total revenue was from NASCAR game sales, down from 77.9% in the prior year period.

• During the prior twelve months, approximately $999,990 of Class A common stock was sold under Form S-3.

Use of proceeds and capital allocation

• Net proceeds from securities sales will be used primarily for working capital and general corporate purposes.

• Specific uses for proceeds from any offering will be detailed in the applicable prospectus supplement.