Motorsport Games Inc. ownership update: Red Oak Partners, LLC and affiliated funds report beneficial ownership of 442,644 shares of Class A common stock, representing 10.6% of the class, as stated in this amended Schedule 13G/A filed by David Sandberg.
The filing breaks the total into holdings by the Funds: Red Oak Fund owns 285,611 shares (6.8%) and Red Oak Long Fund owns 157,033 shares (3.8%). The Reporting Persons state shared voting and dispositive power for these shares and disclaim beneficial ownership beyond directly held shares.
Positive
None.
Negative
None.
Insights
Red Oak reports a sizable passive stake with shared voting/dispositive power.
The filing shows Red Oak Partners and affiliated funds together hold 10.6% of Class A common stock as of the amended statement; voting and dispositive power are reported as shared across the funds.
Key dependencies include the funds' internal voting arrangement and any future amendments to beneficial ownership filings; subsequent filings will show changes in stake or control.
Key Figures
Total shares reported:442,644 sharesRed Oak ownership percent:10.6%Red Oak Fund shares:285,611 shares+1 more
4 metrics
Total shares reported442,644 sharesBeneficially owned reported by Red Oak Partners / David Sandberg
Red Oak ownership percent10.6%Percent of Class A common stock for Red Oak Partners / David Sandberg
Red Oak Fund shares285,611 sharesHeld by The Red Oak Fund, LP (6.8%)
Red Oak Long Fund shares157,033 sharesHeld by The Red Oak Long Fund, LP (3.8%)
"Red Oak Partners may be deemed to beneficially own 442,644 shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 442,644.00"
Schedule 13G/Aregulatory
"Amendment No. 1 ) Motorspor t Games Inc. ... SCHEDULE 13G/A"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
What stake does Red Oak Partners hold in Motorsport Games (MSGM)?
Red Oak Partners, through affiliated funds, reports beneficial ownership of 442,644 shares, equal to 10.6% of Class A common stock per the amended Schedule 13G/A filed by David Sandberg.
How are the 442,644 shares allocated among Red Oak funds?
The filing states Red Oak Fund holds 285,611 shares (6.8%) and Red Oak Long Fund holds 157,033 shares (3.8%), totaling 442,644 shares for the Reporting Persons.
Does David Sandberg personally own the shares reported for MSGM?
David Sandberg is the managing member of Red Oak Partners and is reported to have shared voting and dispositive power over 442,644 shares; the filing disclaims beneficial ownership beyond shares held directly by each filer.
What voting and dispositive powers are reported for these shares?
The Schedule 13G/A lists 0 sole voting and dispositive power and 442,644 shares of shared voting and shared dispositive power for Red Oak Partners and David Sandberg.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Motorsport Games Inc.
(Name of Issuer)
Class A common stock, $0.0001 par value per share
(Title of Class of Securities)
62011B201
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
62011B201
1
Names of Reporting Persons
Red Oak Partners, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
FLORIDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
442,644.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
442,644.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
442,644.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.6 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
62011B201
1
Names of Reporting Persons
Red Oak Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
285,611.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
285,611.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
285,611.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
62011B201
1
Names of Reporting Persons
Red Oak Long Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
157,033.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
157,033.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
157,033.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
62011B201
1
Names of Reporting Persons
Sandberg David
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
442,644.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
442,644.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
442,644.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.6 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Motorsport Games Inc.
(b)
Address of issuer's principal executive offices:
3350 SW 148th Avenue, Suite 207, Miramar, FL, 33027
Item 2.
(a)
Name of person filing:
The names of the persons filing this Statement (the "Reporting Persons") are: The Red Oak Fund, LP, a Delaware limited partnership ("Red Oak Fund"); The Red Oak Long Fund, LP, a Delaware limited partnership ("Red Oak Long Fund"); Red Oak Partners, LLC, a Florida limited liability company ("Red Oak Partners"); and David Sandberg, as the controlling member of Red Oak Partners. This Statement is being filed by David Sandberg, the controlling member of Red Oak Partners, which manages each of Red Oak Fund and Red Oak Long Fund (each a "Fund" and, collectively, the "Funds"). The Funds are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Funds directly own the shares as reported in this Statement. Each of the filers hereto disclaims beneficial ownership with respect to any shares other than shares owned directly by such filer.
(b)
Address or principal business office or, if none, residence:
40 SE 5th Street, Suite 502, Boca Raton, FL 33432
(c)
Citizenship:
David Sandberg is a citizen of the United States.
(d)
Title of class of securities:
Class A common stock, $0.0001 par value per share
(e)
CUSIP No.:
62011B201
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Red Oak Partners may be deemed to beneficially own 442,644 shares of Class A common stock which includes: 285,611 shares of Class A common stock that Red Oak Fund may be deemed to beneficially own and 157,033 shares of Class A common stock that Red Oak Long Fund may be deemed to beneficially own. Mr. Sandberg, as the managing member of Red Oak Partners may be deemed to beneficially own the 442,644 shares of Class A common stock beneficially owned by Red Oak Partners through the Funds.
(b)
Percent of class:
With respect to David Sandberg and Red Oak Partners, 10.6% of Class A common stock. With respect to the Red Oak Fund, 6.8% of Class A common stock. With respect to the Red Oak Long Fund, 3.8% of Class A common stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
With respect to David Sandberg and Red Oak Partners, LLC, 442,644 shares of Class A common stock.
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
With respect to David Sandberg and Red Oak Partners, LLC, 442,644 shares of Class A common stock.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
