Motorsport Games has adopted a one-year poison pill and strengthened its shareholder-meeting rules after investment firm Red Oak Partners rapidly accumulated roughly 11% of the Nasdaq-listed racing-game publisher. The company said its board approved the stockholder rights plan after observing “recent significant accumulations” of its shares and concluding that Motorsport Games’ market price did not reflect the company’s inherent value or long-term prospects. Motorsport Games did not identify the investors that prompted the action and said it was not responding to a specific takeover proposal. Red Oak is the clearest publicly disclosed accumulation, although nothing in the filings establishes that it was the sole, or even primary, reason for the board’s decision. Red Oak and its affiliated funds reported beneficial ownership of 442,644 Motorsport Games shares, representing 10.6% of the company, as of June 30. Subsequent purchases on July 1 and July 2 increased the position to 458,581 shares, or approximately 11% of the outstanding Class A stock. That places the firm relatively close to the rights plan’s 12.5% trigger. Under the plan, Motorsport Games will distribute one preferred-stock purchase right for each outstanding Class A share held as of Aug. 3. If an investor or coordinated group reaches 12.5% beneficial ownership, other stockholders could acquire shares at a substantial discount, diluting the investor that crossed the threshold. Derivative positions can also count toward the calculation. Investors already above 12.5% are grandfathered, but generally cannot acquire additional shares without triggering the plan. The rights expire July 20, 2027, unless the board terminates or redeems them earlier. Motorsport Games also filed a Form 8-A registering the preferred-stock purchase rights under Section 12(b) of the Securities Exchange Act for Nasdaq. That filing implements the rights plan rather than creating an additional defensive mechanism. Red Oak Has an Activist Track Record Red Oak