| 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 (former name Motorsport Network, LLC) ("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 March 3, 2026, March 4, 2026, March 5, 2026 and March 6, 2026 (the "Sales Dates"), Driven Lifestyle sold in the aggregate 172,334 shares of Class A Common Stock in accordance with a Rule 10b5-1 trading arrangement adopted by Driven Lifestyle on December 31, 2025, 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 1,214,699 shares of Class A Common Stock, representing approximately 23.9% 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 1,214,699 shares of Class A Common Stock. Together with the Reporting Persons' 700,000 shares of the Company's Class B common stock, which have 10 votes per share and a par value $0.0001 per share (the "Class B Common Stock"), the Reporting Persons control 68.0% of the total voting power of the Company's Class A Common Stock and Class B 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 2, 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 |
| | On December 31, 2025, Driven Lifestyle adopted a Rule 10b5-1 trading arrangement (the "Rule 10b5-1 Plan"). The Rule 10b5-1 Plan covers 1,480,385 shares of the Company's Class A Common Stock. The Rule 10b5-1 Plan terminates on the earlier of (i) 2 years from the Rule 10b5-1 Plan effective date (not to exceed 2 years from the Rule 10b5-1 Plan effective date), (ii) the execution of all the trades or expiration of all the orders relating to such trades specified in the Rule 10b5-1 Plan, (iii) the date plan's broker receiving notice of the liquidation, dissolutions, bankruptcy or insolvency of Driven Lifestyle or the Company or (iv) the termination of the Rule 10b5-1 Plan in accordance with Section 9 or Section 18 of the Rule 10b5-1 Plan. The Rule 10b5-1 Plan specifies that 1,480,385 shares of the Company's Class A Common Stock would be sold at market by the broker listed in the Rule 10b5-1 Plan starting after 31 days from the adoption date of the Rule 10b5-1 Plan.
The foregoing description of the Rule 10b5-1 Plan 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 - Rule 10b5-1 Plan - incorporated by reference from Exhibit 99.2 to Schedule 13D/A filed on February 25, 2026
https://www.sec.gov/Archives/edgar/data/1273345/000149315226008091/ex99-2.htm |
