MSGM · Motorsport Games Inc.

This filing documents a pivotal governance and ownership restructuring for Motorsport Games Inc. The $3.72 million share repurchase from Driven Lifestyle — previously the controlling stockholder holding over 50% of voting power — fundamentally alters the company’s ownership landscape: Driven Lifestyle’s stake collapses to 6.10% of voting power, while Sharp Arrow Global Tech Ventures becomes the largest stockholder at 32.15%. Critically, the transaction triggers automatic cancellation of all 700,000 Class B shares under the Certificate of Incorporation’s explicit relinquishment clause, eliminating Driven Lifestyle’s super-voting rights entirely. Concurrently, the Charter and Bylaws Amendments represent a material tightening of corporate governance: they abolish stockholder action by written consent (requiring all matters to be decided at formal meetings) and raise the threshold for stockholder-initiated bylaw amendments from a simple majority to greater than 50% of all voting stock — effectively increasing the bar for activist interventions. These changes were approved via irrevocable written consent from Driven Lifestyle, which held sufficient voting power under Delaware law to bypass a full shareholder vote. The approval of the equity plan expansion further signals preparation for future executive and employee compensation grants. Collectively, these actions consolidate board and management authority, reduce concentration risk associated with a single controlling stockholder, and establish structural guardrails against rapid governance shifts — developments with direct implications for voting dynamics, takeover defenses, and long-term strategic autonomy.