MPU Mega Matrix Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 25, 2024

 

MEGA MATRIX CORP.

(Exact name of registrant as specified in our charter)

 

Delaware		001-13387		94-3263974
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA		94306
(Address of Principal Executive Offices)		(Zip Code)

 

(650) 340-1888

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		MPU		NYSE American Exchange LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

As previously reported, on September 18, 2024, Mega Matrix Corp.’s (the “Company”) special meeting of stockholders was adjourned to September 25, 2024. The Company reconvened its special meeting of stockholders virtually on Wednesday, September 25, 2024. As of the record date of July 29, 2024, 38,160,916 shares of the Company’s common stock, $0.001 par value (the “Common Stock”), were outstanding and entitled to vote. Of this amount, 23,587,449 shares of Common Stock, representing approximately 61.81% of the total number of shares of Common Stock entitled to vote, were represented in person or by proxy, constituting a quorum. Set forth below is the voting result from the proposal presented for a stockholder vote at such meeting, which received a sufficient number of votes to pass.

 

1.

To approve and adopt the Third Amended and Restated Agreement and Plan of Merger and Reorganization dated May 31, 2024 (the “Merger Agreement”), by and among the Company, Mega Matrix Inc., formerly known as Marsprotocol Inc., an exempted company incorporated under the laws of the Cayman Islands and a wholly owned-subsidiary of the Company (“MPU Cayman”), and MPU Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of MPU Cayman (“MPU Merger Sub”), pursuant to which the MPU Merger Sub will merge with and into the Company, with the Company surviving, and each one (1) share of the Company’s common stock acquired prior to the time when the registration statement (File No.: 333-271349) became effective will be converted into the right to receive one (1) Class A Ordinary Share in MPU Cayman, and Class A Ordinary Shares of MPU Cayman will be issued to holders of issued and outstanding shares of the Company’s common stock that are acquired after the time when the registration statement (File No.: 333-271349) became effective (the “Redomicile Merger Proposal”):

 

FOR		AGAINST		ABSTAIN
22,189,999		1,386,264		11,186

 

Item 7.01 Regulation FD Disclosure

 

On September 25, 2024, the Company issued a press release announcing that its stockholders have approved the Redomicile Merger Proposal. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in this Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. The information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit		Exhibit Description
99.1		Press Release dated September 25, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.

 

	Mega Matrix Corp.
	By:	/s/ Yucheng Hu
		Yucheng Hu
		Chief Executive Officer
Dated: September 25, 2024

 

 

2

 

Exhibit 99.1

 

Mega Matrix Corp. Announces Approval of Redomicile Merger to Cayman Islands

Plans to Complete Redomicile on October 8, 2024

 

PALO ALTO, Calif., September 25, 2024 -- Mega Matrix Corp. (“MPU” or the “Company”) (NYSE American: MPU) today announced that its stockholders have approved the adoption of the Third Amended and Restated Agreement and Plan of Merger (“Merger Agreement”), dated as of May 31, 2024, which provides for a redomicile of the Company to the Cayman Islands through a merger.

 

Pursuant to the Merger Agreement, each one (1) share of the Company’s common stock, $0.001 par value per share, acquired prior to the effective date will be converted into the right to receive one (1) Class A ordinary share, par value $0.001 per share (“Class A Ordinary Shares”), of Mega Matrix Inc., an exempted company incorporated under the laws of the Cayman Islands (“MPU Cayman”). As a result of the redomicile merger, MPU Cayman will become the parent company of MPU (“Redomicile Merger”).

 

The Company expects the Redomicile Merger to become effective on October 8, 2024, and on October 9, 2024, MPU Cayman Class A Ordinary Shares will begin trading on the NYSE American under the trading symbol “MPU”, the same symbol as the common stock of the Company. The CUSIP number for MPU Cayman Class A Ordinary Shares is G6005C 108.

 

About Mega Matrix: Mega Matrix Corp. (NYSE American: MPU) is a holding company that operates FlexTV, a short-video streaming platform and producer of short dramas, through its wholly-owned indirect subsidiary, Yuder Pte, Ltd. Mega Matrix Corp. is a Delaware corporation headquartered in Palo Alto, CA. For more information, please contact info@megamatrix.io or visit: http://www.megamatrix.io or follow us on social media via X (Twitter), Facebook or LinkedIn @megamatrixmpu.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements that are purely historical are forward looking statements. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose,” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees for future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, are: that the Company will effect the Redomicile Merger and that the MPU Cayman Class A Ordinary Shares will begin trading on the NYSE American on October 9, 2024. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release.

 

Disclosure Channels

 

We announce material information about the Company and its services and for complying with our disclosure obligation under Regulation FD via the following social media channels:

 

X (f/k/a Twitter):	twitter.com/MegaMatrixMPU
	facebook.com/megamatrixmpu
Facebook:	facebook.com/flextvus
LinkedIn:	linkedin.com/company/megamatrixmpu
TikTok:	tiktok.com/@flextv_english
YouTube:	youtube.com/@FlexTV_English

 

The Company will also use its landing page on its corporate website (www.megamatrix.io) to host social media disclosures and/or links to/from such disclosures. The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our website, press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our website.

 

Contact: Info@megamatrix.io

 

 

 

v3.24.3

Cover	Sep. 25, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 25, 2024
Entity File Number	001-13387
Entity Registrant Name	MEGA MATRIX CORP.
Entity Central Index Key	0001036848
Entity Tax Identification Number	94-3263974
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3000 El Camino Real
Entity Address, Address Line Two	Bldg. 4
Entity Address, Address Line Three	Suite 200
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94306
City Area Code	650
Local Phone Number	340-1888
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MPU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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