Form 10-12B MSGS Spinco, Inc.
As filed with the Securities and Exchange Commission on August 14, 2026
File No. 001-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
MSGS Spinco, Inc.*
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 42-2203884 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) | |
| Two Pennsylvania Plaza New York, NY |
10121 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(212) 465-6500
(Registrant’s telephone number, including area code)
Securities to be Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Class A Common Stock, par value $0.01 per share | NYSE |
Securities to be Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
| Non-Accelerated Filer | ☒ | Smaller Reporting Company | ☐ | |||
| Emerging Growth Company | ☒ | |||||
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act: ☒
* MSGS Spinco, Inc. will be renamed “MSG Rangers Corp.” on or prior to the Distribution (as defined herein).
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN ITEMS OF FORM 10
AND THE ATTACHED INFORMATION STATEMENT.
The information required by the following Form 10 Registration Statement items is contained in the Information Statement sections identified below, each of which is incorporated in this report by reference:
Item 1. Business
The information required by this item is contained under the sections “Summary,” “Business,” “Available Information” and “Combined Financial Statements” of this information statement. Those sections are incorporated herein by reference.
Item 1A. Risk Factors
The information required by this item is contained under the section “Risk Factors.” That section is incorporated herein by reference.
Item 2. Financial Information
The information required by this item is contained under the sections “Summary,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this information statement. Those sections are incorporated herein by reference.
Item 3. Properties
The information required by this item is contained under the section “Business — Properties” of this information statement. That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is contained under the sections “Summary” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this information statement. Those sections are incorporated herein by reference.
Item 5. Directors and Executive Officers
The information required by this item is contained under the section “Corporate Governance and Management” of this information statement. That section is incorporated herein by reference.
Item 6. Executive Compensation
The information required by this item is contained under the section “Executive Compensation” of this information statement. That section is incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions
The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this information statement. Those sections are incorporated herein by reference.
Item 8. Legal Proceedings
The information required by this item is contained under the section “Business — Legal Proceedings” of this information statement. That section is incorporated herein by reference.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
The information required by this item is contained under the sections “Risk Factors,” “The Distribution,” “Dividend Policy,” “Business,” “Corporate Governance and Management,” “Shares Eligible for Future Sale” and “Description of Capital Stock” of this information statement. Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities
On April 28, 2026, MSGS Spinco, Inc. was incorporated in the State of Nevada. On April 28, 2026, Madison Square Garden Sports Corp. acquired 100 uncertificated shares of common stock of MSGS Spinco, Inc. for $100.
Item 11. Description of Registrant’s Securities to be Registered
The information required by this item is contained under the sections “The Distribution” and “Description of Capital Stock” of this information statement. Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers
The information required by this item is contained under the section “Indemnification of Directors and Officers” of this information statement. That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data
The information required by this item is contained under the sections “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Combined Financial Statements” of this information statement. Those sections are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 15. Financial Statements and Exhibits
(a) Financial Statements
The information required by this item is contained under the section “Combined Financial Statements” beginning on page F-1 of this information statement. That section is incorporated herein by reference.
(b) Exhibits
The following documents are filed as exhibits hereto:
| Exhibit | Description | |
| 10.21 | Form of NHL Transaction Agreement.* | |
| 21.1 | Subsidiaries of the Registrant. | |
| 99.1 | Preliminary Information Statement, dated August 14, 2026. | |
| * | To be filed by amendment. |
| + | Certain confidential information — identified by bracketed asterisks “[*****]” — has been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K because it is both (i) not material and (ii) would be competitively harmful to the Registrant if publicly disclosed. |
| # | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will furnish the omitted exhibits and schedules to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| MSGS Spinco, Inc. | ||
| By: | /s/ Paul DiCicco | |
| Name: | Paul DiCicco | |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |
Dated: August 14, 2026
ATTACHMENTS / EXHIBITS
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Adaptogenics Health Corp. Announces Non-Brokered Private Placement
- Chainlink Price Prediction Lands $200 Bank Target but Pepeto Presale Is Already Outrunning It
- Solana Price Prediction Trapped at $75 as Pepeto Presale Wallets Rush to Lock Entry
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!



Tweet
Share