Motorsport Games Inc. reports a Schedule 13G showing beneficial ownership by Red Oak-related filers totaling 227,786 shares of Class A common stock. The filing states that Red Oak Partners, LLC and David Sandberg may be deemed to beneficially own 227,786 shares (representing 5.5% of Class A). The filing breaks this down as 146,734 shares held by Red Oak Fund (3.5%) and 81,052 shares held by Red Oak Long Fund (1.9%), with shared voting and dispositive power reported for the 227,786 shares.
Positive
None.
Negative
None.
Insights
13G shows a passive beneficial stake of 227,786 shares (5.5%) held via Red Oak entities.
Red Oak Partners, LLC and its managing member David Sandberg are reported as having shared voting and dispositive power over 227,786 shares as of the filing. The filing identifies the split: 146,734 shares held by the Red Oak Fund and 81,052 by the Red Oak Long Fund.
Share percentages are provided as ownership context (5.5%, 3.5%, 1.9%). The filing characterizes the Funds as private investment vehicles; wording indicates a passive investor filing rather than an active change in control.
The Schedule 13G disclosures focus on beneficial ownership and voting/dispositive powers; no transactions or change-in-control assertions are stated.
The filing disclaims beneficial ownership beyond shares owned directly by each filer and states the Reporting Persons' addresses and CUSIP 62011B201. Signatures by David Sandberg are dated 06/12/2026.
Filing language and classification suggest a passive investor status; subsequent filings would be required if the filer’s status or ownership changes.
Key Figures
Beneficial ownership (total):227,786 sharesOwnership percent (total):5.5%Red Oak Fund position:146,734 shares+3 more
6 metrics
Beneficial ownership (total)227,786 sharesTotal reported beneficial ownership by Red Oak Partners/David Sandberg
Ownership percent (total)5.5%Percent of Class A common stock attributed to Red Oak Partners/David Sandberg
Red Oak Fund position146,734 sharesShares held by Red Oak Fund (reported)
Red Oak Long Fund position81,052 sharesShares held by Red Oak Long Fund (reported)
Sole voting/dispositive power0 sharesSole power to vote or dispose reported as 0 for the filers
CUSIP62011B201Identifier for the Class A common stock referenced in the filing
"Amount beneficially owned: Red Oak Partners may be deemed to beneficially own 227,786 shares"
shared dispositive powerregulatory
"Shared Dispositive Power 227,786.00"
Schedule 13Gregulatory
"Item 1. (a) Name of issuer: Motorsport Games Inc."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
CUSIPfinancial
"CUSIP Number(s): 62011B201"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
What stake does Red Oak report in Motorsport Games (MSGM)?
Red Oak-related filers report beneficial ownership of 227,786 shares, equal to 5.5% of Class A common stock. The filing attributes 146,734 shares to Red Oak Fund and 81,052 shares to Red Oak Long Fund.
Who is the reporting person on the Schedule 13G for MSGM?
The filing is made by Red Oak Fund, Red Oak Long Fund, Red Oak Partners, LLC and David Sandberg as controlling member. David Sandberg signs the filing as Managing Member on 06/12/2026.
Does the Schedule 13G indicate voting or dispositive power?
Yes. The filing reports shared voting power and shared dispositive power over 227,786 shares with sole voting and dispositive power reported as 0 for the filers.
Is this Schedule 13G a change-of-control filing for MSGM?
No. The Schedule 13G reports a passive beneficial ownership position by Red Oak-related entities and does not state any acquisition, control change, or transaction in the excerpt provided.
What CUSIP and class are covered in the filing?
The filing covers Class A common stock, $0.0001 par value per share, with CUSIP 62011B201 as stated in the Schedule 13G.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Motorsport Games Inc.
(Name of Issuer)
Class A common stock, $0.0001 par value per share
(Title of Class of Securities)
62011B201
(CUSIP Number)
06/05/2026
(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
227,786.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
227,786.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
227,786.00
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)
5.5 %
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
146,734.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
146,734.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
146,734.00
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)
3.5 %
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
81,052.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
81,052.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
81,052.00
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)
1.9 %
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
227,786.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
227,786.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
227,786.00
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)
5.5 %
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 Number(s):
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 227,786 shares of Class A common stock which includes: 146,734 shares of Class A common stock that Red Oak Fund may be deemed to beneficially own and 81,052 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 227,786 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, 5.5% of Class A common stock. With respect to the Red Oak Fund, 3.5% of Class A common stock. With respect to the Red Oak Long Fund, 1.9% 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, 227,786 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, 227,786 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.
