SecProbe.io

CORRESP
 1
 filename1.htm

 June
9, 2025

 VIA
EDGAR

 United
States Securities

 and
Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Mitchell Austin

 Re:

 Motorsport
 Games Inc.

 Registration
 Statement on Form S-3

 Filed
 May 30, 2025
 File
 No: 333-287673

 Dear
Mr. Austin:

 Motorsport
Games Inc. (the " Registrant ") hereby requests that the effective date of the above-referenced Registration Statement
on Form S-3 (File No. 333-287673), be accelerated by the U.S. Securities and Exchange Commission (the " Commission ")
to become effective on Tuesday, June 10, 2025 , at 5:00 p.m ., Eastern Time, or as soon as reasonably practicable thereafter.

 The
Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

 The
Registrant hereby authorizes Leslie Marlow and/or Patrick Egan of Blank Rome LLP to orally modify or withdraw this request for acceleration.
Please contact Ms. Marlow at (212) 885-5358 or Mr. Egan at (212) 885-5346 with any questions you may have concerning this request, and
please notify either of them when this request for acceleration has been granted.

 Thank
you.

 Very
 truly yours,

 MOTORSPORT
 GAMES INC.

 By:
 /s/
 Stephen Hood

 Name:
 Stephen
 Hood

 Title:
 Chief
 Executive Officer

 cc:
Leslie Marlow, Blank Rome LLP

 Patrick
Egan, Blank Rome LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 6, 2025

Stephen Hood
President and Chief Executive Officer
Motorsport Games Inc.
5972 NE 4th Avenue
Miami, Florida 33137

 Re: Motorsport Games Inc.
 Registration Statement on Form S-3
 Filed May 30, 2025
 File No. 333-287673
Dear Stephen Hood:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Mitchell Austin at 202-551-3574 or Matthew Derby at
202-551-3334
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Leslie Marlow
</TEXT>
</DOCUMENT>

December 2, 2024
Stephen Hood
Chief Executive Officer
Motorsport Games Inc.
5972 NE 4th Avenue
Miami, Florida 33137
Re:Motorsport Games Inc.
Registration Statement on Form S-3
Filed November 25, 2024
File No. 333-283444
Dear Stephen Hood:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Marion Graham at 202-551-6521 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Leslie Marlow

CORRESP
1
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  December
2, 2024

VIA
EDGAR

United
States Securities

and
Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Marion Graham

    Re:

    Motorsport
    Games Inc.

    Registration
    Statement on Form S-3

    Filed November 25, 2024

    File
    No: 333-283444

Dear
Ms. Graham:

Motorsport
Games Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement
on Form S-3 (File No. 333-283444), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to become effective on Wednesday, December 4, 2024, at 5:00 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The
Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

The
Registrant hereby authorizes Leslie Marlow and/or Patrick Egan of Blank Rome LLP to orally modify or withdraw this request for acceleration.
Please contact Ms. Marlow at (212) 885-5358 or Mr. Egan at (212) 885-5346 with any questions you may have concerning this request, and
please notify either of them when this request for acceleration has been granted.

    Very
    truly yours,

    MOTORSPORT
    GAMES INC.

    By:
    /s/
    Stephen Hood

    Name:
    Stephen
    Hood

    Title:
    Chief
    Executive Officer

    cc:

    Leslie
    Marlow, Blank Rome LLP

    Patrick
    Egan, Blank Rome LLP

CORRESP
1
filename1.htm

Motorsport
Games Inc.

5972
NE 4th Avenue

Miami,
Florida 33137

(949)
361-1200

August
27, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Kathleen Krebs and Larry Spirgel

    Re:
    Motorsport
                                            Games Inc.

    Registration
    Statement on Form S-1

    File
    No: 333-281661

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

Motorsport
Games Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-1 (File No. 333-281661), to become effective on
Friday, August 30, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The
Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

The
Registrant hereby authorizes its counsel, Leslie Marlow, Esq. or Patrick J. Egan, Esq. of Blank Rome LLP, to orally modify or withdraw
this request for acceleration. Please contact Ms. Marlow at (212) 885-5358 or Mr. Egan at (212) 885-5346 with any questions you may have
concerning this request, and please notify either Ms. Marlow or Mr. Egan when this request for acceleration has been granted.

    Very
    truly yours,

    MOTORSPORT
    GAMES INC.

    By:

    /s/
    Stephen Hood

    Name:
    Stephen
    Hood

    Title:
    President
    and Chief Executive Officer

    cc:
    Leslie
                                            Marlow, Esq., Blank Rome LLP

    Patrick
    J. Egan, Esq., Blank Rome LLP

August 27, 2024
Stephen Hood
Chief Executive Officer and President
Motorsport Games Inc.
5972 NE 4th Avenue
Miami, Florida 33137
Re:Motorsport Games Inc.
Registration Statement on Form S-1
Filed August 20, 2024
File No. 333-281661
Dear Stephen Hood:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kathleen Krebs at 202-551-3350 or Larry Spirgel  at 202-551-3815  with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Leslie Marlow, Esq.

CORRESP
1
filename1.htm

February
9, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:

    Jan
    Woo, Legal Branch Chief

    Austin
    Pattan, Staff Attorney

    Re:
    Motorsport
    Games Inc.

    Registration
    Statement on Form S-3 Filed February 1, 2022

    File
    No. 333-262462

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Motorsport Games Inc. (the “Registrant”)
hereby requests that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission on Thursday,
February 10, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

The
Registrant hereby authorizes Serge V. Pavluk, of Snell & Wilmer L.L.P., to orally modify or withdraw this request for acceleration.

    Sincerely,

    Motorsport
    Games Inc.

    By:
    /s/ Dmitry Kozko

    Name:
    Dmitry Kozko

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
February 7, 2022
Dmitry Kozko
Chief Executive Officer
Motorsport Games Inc.
5972 NE 4th Avenue
Miami, FL 33137
Re:Motorsport Games Inc.
Registration Statement on Form S-3
Filed February 1, 2022
File No. 333-262462
Dear Mr. Kozko:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Serge V. Pavluk

CORRESP
1
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MOTORSPORT
GAMES INC.

5972
NE 4th Avenue

Miami,
FL 33137

January
11, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Jan
    Woo, Legal Branch Chief

    Stephen
    Krikorian, Accounting Branch Chief

    Mitchell
    Austin, Staff Attorney

    Laura
    Veator, Staff Accountant

    Re:

    Motorsport
    Games Inc.

    Registration
    Statement on Form S-1 (File No. 333-251501)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Motorsport Games Inc. (the “Registrant”)
hereby requests that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission
on January 12, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

Please
consider this letter to replace the Registrant’s previous letter, filed as a correspondence via EDGAR on January 7, 2021,
in which the Registrant requested the acceleration of the effective date of the above-referenced Registration Statement on January
11, 2021, at 4:00 p.m., Eastern Time (the “Previous Request”). The Registrant hereby formally withdraws the Previous
Request.

The
Registrant hereby authorizes Serge Pavluk, of Snell & Wilmer L.L.P., to orally modify or withdraw this request for acceleration.

[SIGNATURE
PAGE FOLLOWS]

    Very
    truly yours,

    MOTORSPORT
    GAMES INC.

    By:
    /s/
    Dmitry Kozko

    Name:

    Dmitry
    Kozko

    Title:

    Chief
    Executive Officer

[SIGNATURE
PAGE TO REQUEST FOR ACCELERATION]

CORRESP
1
filename1.htm

January
11, 2021

VIA
EDGAR TRANSMISSION

Division
of Corporate Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-6010

    Attn:
    Jan
    Woo, Legal Branch Chief

    Stephen
    Krikorian, Accounting Branch Chief

    Mitchell
    Austin, Staff Attorney

    Laura
    Veator, Staff Accountant

    Re:
    Motorsport
    Games Inc.

    Registration
    Statement on Form S-1 (Registration No. 333- 251501)

    Request
    for Acceleration of Effective Date

Ladies
and gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Canaccord Genuity LLC, as representative
of the several underwriters, hereby joins Motorsport Games Inc. in requesting that the Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-251501) (the “Registration
Statement”) to become effective on January 12, 2021, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.

Please
consider this letter to replace our previous letter, filed as a correspondence via EDGAR on January 7, 2021, in which we requested
the acceleration of the effective date of the above-referenced Registration Statement on January 11, 2021, at 4:00 p.m., Eastern
Time (the “Previous Request”). We hereby formally withdraw the Previous Request.

Pursuant
to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary
prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

We
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, to the extent applicable.

[Signature
Page Follows]

    Very
    truly yours,

    CANACCORD
    GENUITY LLC

    By:

    /s/
    Jennifer Pardi

    Name:
    Jennifer
    Pardi

    Title:
    Managing
    Director

    cc:
    Dmitry
    Kozko, Chief Executive Officer, Motorsport Games Inc.

    Jonathan
    New, Chief Financial Officer, Motorsport Games Inc.

    Serge
                                         Pavluk, Esq., Snell & Wilmer L.L.P.

        Kevin
        Zen, Esq., Snell & Wilmer L.L.P.

    Ben
    A. Stacke, Esq., Faegre Drinker Biddle & Reath LLP

CORRESP
1
filename1.htm

MOTORSPORT
GAMING US LLC

5972
NE 4th Avenue

Miami,
FL 33137

January
7, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Jan
    Woo, Legal Branch Chief

    Stephen
    Krikorian, Accounting Branch Chief

    Mitchell
    Austin, Staff Attorney

    Laura
    Veator, Staff Accountant

    Re:
    Motorsport
    Gaming US LLC

    (to
    be converted into a corporation and renamed Motorsport Games Inc.)

    Registration
    Statement on Form S-1 (File No. 333-251501)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Motorsport Gaming US LLC (the “Registrant”)
hereby requests that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission
on January 11, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

The
Registrant hereby authorizes Serge Pavluk, of Snell & Wilmer L.L.P., to orally modify or withdraw this request for acceleration.

[SIGNATURE
PAGE FOLLOWS]

    Very
    truly yours,

    MOTORSPORT
    GAMING US LLC

    By:
    /s/
    Dmitry Kozko

    Name:
    Dmitry
    Kozko

    Title:

    Chief
    Executive Officer

[SIGNATURE
PAGE TO REQUEST FOR ACCELERATION]

CORRESP
1
filename1.htm

January
7, 2021

VIA
EDGAR TRANSMISSION

Division
of Corporate Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-6010

    Attn:
    Jan Woo, Legal Branch
    Chief

    Stephen Krikorian,
    Accounting Branch Chief

    Mitchell Austin,
    Staff Attorney

    Laura Veator, Staff
    Accountant

    Re:
    Motorsport Gaming
    US LLC

    Registration
Statement on Form S-1 (Registration No. 333- 251501)

    Request
for Acceleration of Effective Date

Ladies
and gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Canaccord Genuity LLC, as representative
of the several underwriters, hereby join Motorsport Gaming US LLC in requesting that the Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-251501) (the
“Registration Statement”) to become effective on January 11, 2021, at 4:00 p.m., Eastern Time, or as soon as
practicable thereafter.

Pursuant
to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary
prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

We
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature
Page Follows]

    Very truly yours,

    CANACCORD GENUITY LLC

    By:
    /s/
    Jennifer Pardi

    Name:
    Jennifer Pardi

    Title:
    Managing Director

    cc:
    Dmitry
    Kozko, Chief Executive Officer, Motorsport Gaming US LLC

    Jonathan
    New, Chief Financial Officer, Motorsport Gaming US LLC

    Serge
        Pavluk, Esq., Snell & Wilmer L.L.P.

        Kevin
        Zen, Esq., Snell & Wilmer L.L.P.

    Ben
    A. Stacke, Esq., Faegre Drinker Biddle & Reath LLP

CORRESP
1
filename1.htm

January
6, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Jan
    Woo, Legal Branch Chief

    Stephen
    Krikorian, Accounting Branch Chief

    Mitchell
    Austin, Staff Attorney

    Laura
    Veator, Staff Accountant

    Re:
    Motorsport
    Gaming US LLC

    Amendment
    No. 1 to Registration Statement on Form S-1 (as amended, the “Registration Statement”)

    Filed
    December 31, 2020

    File
    No. 333-251501

Dear
Ladies and Gentlemen:

On
behalf of Motorsport Gaming US LLC (the “Company”), enclosed is a copy of Amendment No. 2 to the above-referenced
Registration Statement (“Amendment No. 2”), as filed with the U.S. Securities and Exchange Commission (the “Commission”)
on the date hereof. For your convenience, we are also delivering to you a copy of Amendment No. 2 marked to show changes from
Amendment No. 1 to the above-referenced Registration Statement filed with the Commission on December 31, 2020.

The
changes reflected in Amendment No. 2 include those made in response to the comments of the staff of the Commission (the “Staff”)
set forth in the Staff’s letter, dated January 4, 2021 (the “Comment Letter”). Amendment No. 2 also includes
other changes that are intended to update, clarify and render more complete the information contained therein.

Set
forth below in this letter is the Company’s response to the comment raised in the Comment Letter. For the convenience of
the Staff, the Company has restated in this letter the comment in the Comment Letter. Capitalized terms used and not defined have
the meanings given in Amendment No. 2. All references to page numbers in the Company’s responses below correspond to the
page numbers in Amendment No. 2.

Form
S-1 filed December 31, 2020

Risk
Factors

Risks
Related to the Company

We
may in the future be subject to legal proceedings in the ordinary course of our business...,

page
40

1. Clarify
                                         the number of shares you purchased that the minority stockholder alleges did not follow
                                         the right of first refusal provisions in the Stockholders’ Agreement, and the percentage
                                         of the total outstanding shares of 704Games that these shares represent. Please also
                                         clarify the implications of remedies sought by the minority stockholder, including whether
                                         there is risk to your majority controlling ownership interest of 704Games.

Response:

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 40 in Amendment No. 2 to, among
other things, clarify that the Company purchased an aggregate of 116,608 shares of common stock of 704Games (representing approximately
28.7% of the outstanding shares of 704Games) in connection with its August 2020 and October 2020 purchases from certain selling
stockholders. The Company advises the Staff that no remedies have been sought by the minority stockholder in connection with this
matter as of the date of the filing of Amendment No. 2. Additionally, the Company has carefully reviewed this matter with legal
counsel and firmly believes that the allegations are completely without merit. The Company further advises the Staff that it does
not believe there is a material risk to the Company’s majority controlling ownership interest of 704Games because the Company
already owned 53.5% of the outstanding shares of 704Games prior to the August 2020 and October 2020 acquisitions in question,
and it does not believe that there is a material risk to the Company overall.

*
* *

If
you have any additional questions or comments, please feel free to contact me directly at (714) 427-7442 (email: spavluk@swlaw.com)
with any questions.

    Very
    truly yours,

    /s/
    Serge Pavluk

    Serge Pavluk

    of Snell &
    Wilmer L.L.P.

cc: Dmitry Kozko,
Chief Executive Officer, Motorsport Gaming US LLC

  Jonathan
New, Chief Financial Officer, Motorsport Gaming US LLC

  Kevin Zen,
Esq., Snell & Wilmer L.L.P.

  Ben A. Stacke,
Esq., Faegre Drinker Biddle & Reath LLP

United States securities and exchange commission logo
January 4, 2021
Dmitry Kozko
Chief Executive Officer
Motorsport Gaming US LLC
5972 NE 4th Avenue
Miami, FL 33137
Re:Motorsport Gaming US LLC
Amendment No. 1 to Registration Statement on Form S-1
Filed December 31, 2020
File No. 333-251501
Dear Mr. Kozko:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Form S-1 filed December 31, 2020
Risk Factors
Risks Related to the Company
We may in the future be subject to legal proceedings in the ordinary course of our business...,
page 40
1.Clarify the number of shares you purchased that the minority stockholder alleges did not
follow the right of first refusal provisions in the Stockholders’ Agreement, and the
percentage of the total outstanding shares of 704Games that these shares represent.  Please
also clarify the implications of remedies sought by the minority stockholder, including
whether there is risk to your majority controlling ownership interest of 704Games.

 FirstName LastNameDmitry Kozko
 Comapany NameMotorsport Gaming US LLC
 January 4, 2021 Page 2
 FirstName LastName
Dmitry Kozko
Motorsport Gaming US LLC
January 4, 2021
Page 2
            You may contact Laura Veator, Staff Accountant, at (202) 551-3716 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Serge V. Pavluk, Esq.

United States securities and exchange commission logo
December 9, 2020
Dmitry Kozko
Chief Executive Officer
Motorsport Gaming US LLC
5972 NE 4th Avenue
Miami, FL 33137
Re:Motorsport Gaming US LLC
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted November 24, 2020
CIK No. 0001821175
Dear Mr. Kozko:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1
Results of Operations
Revenue, page 58
1.Please separately disclose and analyze the amount of revenue recognized from the sale of
extra content for each reporting period presented.

 FirstName LastNameDmitry Kozko
 Comapany NameMotorsport Gaming US LLC
 December 9, 2020 Page 2
 FirstName LastName
Dmitry Kozko
Motorsport Gaming US LLC
December 9, 2020
Page 2
Business
Strategic Licenses and Partnerships
NASCAR, page 79
2.In certain locations, you state that you have an exclusive license to be the official video
game developer and publisher for NASCAR.  Here, you more specifically note that you
have the exclusive right, subject to certain exceptions, to develop, promote, advertise,
distribute, manufacture and package simulation-style video game products.  Please revise
to briefly summarize the exceptions to your exclusive right and define "simulation-style
video game products."
Unaudited Consolidated Financial Statements for the Nine Months Ended September 30, 2020
and 2019
Unaudited Consolidated Statements of Changes in Member's Equity for the Nine Months Ended
September 30, 2020 and 2019, page F-4
3.Please clarify how your purchase of the 26.2% interest in 704Games for $1,200,000 was
allocated among Members’ Deficiency Attributable to Motorsport Gaming US LLC and
Noncontrolling interest.  Refer to the authoritative accounting literature upon which you
have relied.
Notes to Unaudited Consolidated Financial Statements
Note 3 - Intangible Assets, page F-11
4.Your disclosure on page 80 states that you entered into a licensing agreement with Epic
Games International on August 11, 2020 requiring you to pay a license fee, royalties and
support fees.  Please clarify your accounting for this license agreement, including any
license fee payments made.  Please also revise your disclosure to describe the terms of the
agreement, including the future payments you are required to make under the agreement.
Consolidated Financial Statements for the Years Ended December 31, 2019 and 2018
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation, page F-23
5.Please clarify your ownership percentage interest in each of your subsidiaries disclosed in
Note 1.  Also, please supplementally provide us with your calculation of net income
attributable to non-controlling interests for each period presented clarifying how profits
and losses are allocated to the non-controlling interests based on ownership percentages.

 FirstName LastNameDmitry Kozko
 Comapany NameMotorsport Gaming US LLC
 December 9, 2020 Page 3
 FirstName LastName
Dmitry Kozko
Motorsport Gaming US LLC
December 9, 2020
Page 3
            You may contact Laura Veator, Staff Accountant, at (202) 551-3716 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Serge V. Pavluk, Esq.

United States securities and exchange commission logo
November 6, 2020
Dmitry Kozko
Chief Executive Officer
Motorsport Gaming US LLC
5972 NE 4th Avenue
Miami, FL 33137
Re:Motorsport Gaming US LLC
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted October 23, 2020
CIK No. 0001821175
Dear Mr. Kozko:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
October 5, 2020 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Business
Strategic Licenses and Partnerships, page 76
1.Please revise to briefly summarize the material terms of your license agreement with Epic
Games.  Additionally, revise the descriptions of all of your material license agreements to
disclose the aggregate amounts you have paid pursuant to these agreements for each
period presented in your financial statements.

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Consolidated Financial Statements
Consolidated Statements of Operations, page F-4
2.Please clarify how you calculated the net (loss) income attributable to the non-controlling
interest.  In this regard, we note your disclosure on page F-8 that you have a 53.5%
interest in 704Games Company.  Clarify if profits and losses are allocated to the non-
controlling interest based on its ownership percentage.  If not, please clarify how
allocated, or any other adjustments made to the profit and loss allocation.
Note 3 - Business Combinations, page F-16
3.Your disclosure indicates that the fair value of the delayed consideration as of the
acquisition date was $4,999,150.  Please clarify the separate fair values of the 2019
Payment and the In-Kind Consideration that you determined as of the acquisition date.
Clarify your disclosure to describe the difference between the fair value of the 2019
Payment determined as of the acquisition date and the $1,660,000 paid during the year
ended December 31, 2019, and how this difference was accounted for in your
consolidated financial statements.
4.Your response to prior comment 16 states that the changes in fair value of the Delayed
Consideration subsequent to the acquisition date have been eliminated in consolidation.
Tell us how the elimination of the change in fair value was allocated between the parent
and non-controlling interest.  We refer you to ASC 810-10-45-18.
5.Your response to prior comment 16 indicates that the Delayed Consideration was
eliminated in consolidation on your consolidated balance sheet as of December 31, 2018.
Please clarify your disclosure to describe your accounting for the Delayed Consideration
on your consolidated balance sheet.  Further, clarify the nature of the $3,789,770 other
non-current assets you recorded as of the acquisition date and how these assets are
reflected on your consolidated balance sheet as of December 31, 2018.  Please revise your
disclosure to describe the assets and liabilities recorded in your consolidated financial
statements as of the acquisition date.
6.Your disclosure indicates that the In-Kind consideration is accounted for as part of the
business combination and included in the purchase consideration liability; however, your
disclosure on page F-22 indicates that services associated with the In-Kind Consideration
are reflected as related party operating expenses on the consolidated statements of
operations.  Please clarify your disclosure to describe your accounting for these payments
in your consolidated financial statements.

 FirstName LastNameDmitry Kozko
 Comapany NameMotorsport Gaming US LLC
 November 6, 2020 Page 3
 FirstName LastName
Dmitry Kozko
Motorsport Gaming US LLC
November 6, 2020
Page 3
            You may contact Laura Veator, Staff Accountant, at (202) 551-3716 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Serge V. Pavluk, Esq.

United States securities and exchange commission logo
October 5, 2020
Dmitry Kozko
Chief Executive Officer
Motorsport Gaming US LLC
5972 NE 4th Avenue
Miami, FL 33137
Re:Motorsport Gaming US LLC
Draft Registration Statement on Form S-1
Submitted September 8, 2020
CIK No. 0001821175
Dear Mr. Kozko:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.You highlight both your gaming and esports segments in the summary.  We also note that
for the fiscal year ended December 31, 2019, your esports segment accounted for less than
1% of your revenue.  Please balance your summary disclosure by highlighting, if true, that
you currently generate substantially all of your revenue from your gaming revenue.
2.On page 1, you disclose that you have obtained, or are in the process of obtaining, the
exclusive licenses to develop multi-platform games for Le Mans and the British Touring
Car Championship.  As other disclosures appear to indicate that you have not yet obtained
the Le Mans license, please revise to clarify that this is the license that you are currently in
the process of obtaining.  Additionally, please disclose an estimate of when you expect to

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October 5, 2020
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enter into this license agreement and whether there is a material risk that you will be
unable to do so.
Management's Discussion and Analysis of Financial Condition and Results of Operation
Trends and Factors Affecting Our Business, page 54
3.You disclose that you derived most of your revenue from the sale of products made for
video game consoles, which comprised 85% of your net revenue by product platform for
the fiscal year ended December 31, 2019.  Please revise to disclose the other product
platforms - such as mobile devices - on which you offer your games, the percentage of
revenue each product platform accounted for each year presented in your financial
statements and the reasons for material changes between periods.  Similarly, revise to
disclose the percentage of revenue of each distribution channel for the years presented in
your financial statements and the reasons for any material changes between periods.
Results of Operations, page 57
4.Tell us how you considered presenting a supplemental pro forma presentation of your
results of operations for the year ended December 31, 2018, assuming the 704 acquisition
had occurred on January 1, 2018.  In this regard, it does not appear appropriate to merely
combine information for the predecessor and successor periods for 2018 without also
reflecting relevant pro forma adjustments as provided for in Article 11 of Regulation S-X
or ASC 805.
Revenues, page 58
5.You disclose that your decrease in Gaming revenues in 2019 as compared to 2018 was
primarily due to a lower volume of sales of NASCAR Heat 4 in 2019 versus sales of
NASCAR Heat 3 in 2018.  Please revise your disclosures to clarify the underlying reasons
and any known trends relating to this decrease in sales.  Additionally, to the extent
material, please revise to disclose the number of sales of each games in each period.
Loss on Impairment of Goodwill, page 60
6.You disclose that you recognized a loss on impairment of goodwill of $575,015 primarily
due to decreased revenue projections formulated at December 31, 2019.  Clarify your
disclosures to describe the factors that have changed resulting in the decreased revenue
projections.
Business, page 64
7.Here, and throughout your prospectus, you describe your agreements with various racing
series, including NASCAR, Le Mans and the World Endurance Championship and the
British Touring Car Championship.  Disclosure in this section only lists your current
video game catalog as including NASCAR games and a risk factor on page 17 notes that
the NASCAR Heat franchise accounted for approximately 99% of your net revenues for

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the years ended December 31, 2019 and 2018.  Please revise your disclosure to clarify
whether you currently offer games outside of your NASCAR Heat franchise.  If these
games are not yet commercially available, please revise to disclose the developmental
status and anticipated launch dates of these games.
Product Development and Support, page 77
8.You disclose that you rely on third-party software developers from time to time.  Please
tell us whether you have any material agreements with third-party developers and, if so,
revise to disclose the material terms of these agreements.
Description of Capital Stock
Exclusive Forum, page 101
9.We note that your forum selection provision in your certificate of incorporation identifies
the Court of Chancery of the State of Delaware as the exclusive forum for certain
litigation, including any “derivative action."  We also note your disclosure that nothing in
your bylaws precludes stockholders that assert claims under the Securities Act from
bringing such claims in state or federal court.  Please state clearly whether the provision
applies to actions arising under the Securities Act or Exchange Act.  In that regard, we
note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder.  If the provision applies to
Securities Act claims, please also revise your prospectus to state that there is uncertainty
as to whether a court would enforce such provision and that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.  If
this provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing documents states
this clearly.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Accounts Receivable, page F-10
10.Your disclosure indicates that your sales allowances for the Successor Periods ending
December 31, 2019 and 2018 were $2,483,147 and $1,782,403, respectively.  However,
your disclosure on page F-3 indicates that your sales allowances were $1,891,681 and
$1,836,598 as of December 31, 2019 and 2018, respectively.  Please revise or advise.
Further, tell us why these allowances are not recorded as liabilities.  Refer to ASC 606-10-
35-10 and 55-23.

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October 5, 2020
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Goodwill and Intangible Assets, page F-11
11.Tell us why the amortization of your license agreement and software is not included in
cost of sales. Further, tell us the factors you considered in determining the useful lives of
your license agreement and software to be 16 years and 10 years, respectively.  Refer to
ASC 350-30-35-3.  Disclose the license agreement terms including renewal provisions.
Revenue Recognition, page F-12
12.Tell us how you determined your obligations to provide future update rights and online
hosting are immaterial and why these are not accounted for as separate performance
obligations.  Clarify the nature of the hosting services and upgrade rights that you provide
to customers and over what periods these services are provided.
13.Clarify your revenue recognition policies with respect to the sale of virtual currencies.
Clarify how customers use the virtual currency and if revenue is deferred until the virtual
currency is used by the customer to purchase goods or services.  Describe your
performance obligations with respect to the sale of virtual currencies and subsequent
purchases by customers and how you determine when customers obtain control.
14.Describe the nature of the downloadable extra content, how customers receive the benefit
of the content, and over what period they receive any on-going benefits.  Clarify your
obligations with respect to providing any on-going services relating to these benefits and
how you determine when customers obtain control.  Also, please indicate if you are
required to provide any hosting services in connection with the downloadable content and
how you considered this in your revenue recognition policies.
15.To the extent material in future periods, please clarify your revenue recognition policies
with respect to Esports.  Clarify the nature of these services and your specific performance
obligations.  Describe the period of time over which the event takes place and how you
determined when customers obtain control.
Note 3 - Business Combinations, page F-16
16.Please clarify your accounting for the acquisition, including whether the estimated fair
value of the delayed consideration was recorded as a liability in your balance sheet as of
the acquisition date and subsequently revalued at each reporting date, and how you
accounted for any changes in fair value.  Describe how you estimated the fair value of the
delayed consideration as of each reporting date.  We refer you to ASC 805-30-25-5.
Please also indicate if the fair value of identified net assets acquired that you include in
your disclosure reflects the assets and liabilities that you recorded as of the acquisition
date.  If not, please disclose the fair value of assets and liabilities recorded as of the
acquisition date.  Cite the authoritative accounting literature upon which you relied in
accounting for this acquisition.

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 October 5, 2020 Page 5
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October 5, 2020
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17.Clarify why you consider the In-Kind Consideration to be part of the business
combination and included in purchase consideration.  In this regard, your disclosure
indicates that this consideration relates to your agreement to provide advertising,
promotional and other services to 704Games valued at $4,000,000 during the 48 months
following the transaction.  As such, these services appear to be primarily for the benefit of
the combined entity, rather than primarily for the benefit of the acquiree or its formers
owners and, therefore, appear to be a separate transaction.  Refer to ASC 805-10-25-21.
18.Please further clarify the nature of the 2019 payment and whether the former owners were
required to provide employment or other services in order to receive the payment.  Tell us
how you considered ASC 805-10-25-21 in accounting for these payments.  Further, please
clarify your disclosures to indicate whether this payment has subsequently been settled
and for what amount.
Note 10 – Commitments and Contingencies
Joint Venture Agreement, page F-23
19.Your disclosure states that your investment in Le Mans generated a loss of $608,656 for
the year ended December 31, 2019 and that as of December 31, 2019 you have a payable
of $124,321 to Le Mans.  Your statement of cash flows on page F-7 indicates that you
paid $484,335 for the acquisition of this investment.  Clarify your disclosure to describe
the nature of the $124,321 payable and the additional losses.  Further, please clarify your
obligations to fund additional capital contributions or operating losses.
General
20.Please provide us with copies of all written communications, as defined in Securities Act
Rule 405, that you, or anyone authorized to do so on your behalf, present to potential
investors in reliance on Securities Act Section 5(d), whether or not they retain copies of
the communications.
            You may contact Laura Veator, Staff Accountant, at (202) 551-3716 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Serge V. Pavluk, Esq.