Motorsport Games Inc-A 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number:001-39868 Motorsport Games Inc.(Exact name of registrant as specified in its charter) Delaware86-1791356State or other jurisdiction of incorporation or organizationI.R.S. Employer Identification No. Miramar, FL33027Address of principal executive officesZip Code Registrant’s telephone number, including area code:(305) 413-0812 Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s)MSGM Class A common stock, $0.0001 par value pershare The Nasdaq Stock Market LLC (The NasdaqCapital Market) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon theclosing price of the registrant’s Class A common stock as reported on The Nasdaq Capital Market on June 30, 2025, the last businessday of the registrant’s most recently completed second fiscal quarter, was approximately $10,362,427. As of March 10, 2026, the registrant had 5,078,450 shares of Class A common stock, with 1 vote per share, and 700,000 shares ofClass B common stock, with 10 votes per share, issued and outstanding. At such date, Driven Lifestyle Group LLC (“DrivenLifestyle”) owned (i) 1,480,385 shares of the registrant’s issued and outstanding Class A common stock and (ii) all 700,000 shares ofthe registrant’s issued and outstanding Class B common stock. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its 2026 annual meeting of stockholders are incorporated byreference into Part III of this Annual Report on Form 10-K where indicated. Such proxy statement will be filed with the U.S. Securitiesand Exchange Commission within 120 days after the end of the fiscal year to which this report relates. TABLE OF CONTENTS PagePART IItem 1Business10Item 1ARisk Factors16Item 1BUnresolved Staff Comments42Item 1CCybersecurity42Item 2Properties43Item 3Legal Proceedings43Item 4Mine Safety Disclosures43PART IIItem 5Market For Registrant’s Common Equity, Related Stockholder