Filed Pursuant to Rule 424(b)(3)
Registration No. 333-262217
PROSPECTUS
(formerly known as Aerocentury Corp.)
2,397,305 Shares
Common Stock
Pursuant to this prospectus, the selling stockholder identified herein
are offering on a resale basis an aggregate of 2,397,305 shares of our common stock that were issued in connection with a private placement
we completed on September 30, 2021. We will not receive any of the proceeds from the sale by the selling stockholder of the common stock.
The selling stockholder may sell or otherwise dispose of the common
stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the selling
stockholder may sell or otherwise dispose of the common stock covered by this prospectus in the section entitled “Plan of Distribution”
on page 18. Discounts, concessions, commissions and similar selling expenses attributable to the sale of common stock covered by this
prospectus will be borne by the selling stockholder. We will pay all expenses (other than discounts, concessions, commissions and similar
selling expenses) relating to the registration of the common stock with the Securities and Exchange Commission.
On December 30, 2021, we implemented a five (5) for one (1) forward
stock split (the “Forward Stock Split”) of our issued and outstanding common stock, par value $0.001 per share. References
to our common stock in this prospectus have been adjusted to give effect to the Forward Split.
Effective March 25, 2022, we changed our name from Aerocentury Corp.
to Mega Matrix Corp. to better reflect our expansion into Metaverse and the non-fungible tokens (NFTs) gaming business. Our common stock
is listed on the NYSE American under the symbol “MTMT.” On October 10, 2022, the last reported sale price of our common stock
was $1.89 per share.
INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD REVIEW CAREFULLY
THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” CONTAINED ON PAGE 4 HEREIN AND IN OUR ANNUAL REPORT
ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2021, AS WELL AS OUR SUBSEQUENTLY FILED PERIODIC AND CURRENT REPORTS, WHICH WE FILE WITH
THE SECURITIES AND EXCHANGE COMMISSION AND ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. YOU SHOULD READ THE ENTIRE PROSPECTUS
CAREFULLY BEFORE YOU MAKE YOUR INVESTMENT DECISION.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is October 11, 2022
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements in this prospectus may constitute “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These statements relate to future events concerning our business and to our future revenues, operating results and financial condition.
In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,”
“would,” “should,” “expect,” “plan,” “anticipate,” “intend,”
“believe,” “estimate,” “forecast,” “predict,” “propose,” “potential”
or “continue,” or the negative of those terms or other comparable terminology.
Any forward-looking statements contained in this prospectus are only
estimates or predictions of future events based on information currently available to our management and management’s current beliefs
about the potential outcome of future events. Whether these future events will occur as management anticipates, whether we will achieve
our business objectives, and whether our revenues, operating results or financial condition will improve in future periods are subject
to numerous risks. There are a number of important factors that could cause actual results to differ materially from the results anticipated
by these forward-looking statements. These important factors include those that we discuss under the heading “Risk Factors”
in this prospectus and in other reports filed from time to time with the Securities and Exchange Commission (SEC) that are incorporated
by reference into this prospectus. You should read these factors and the other cautionary statements made in this prospectus and in the
documents which we incorporate by reference into this prospectus as being applicable to all related forward-looking statements wherever
they appear in this prospectus or the documents we incorporate by reference into this prospectus. If one or more of these factors materialize,
or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future
results, performance or achievements expressed or implied by these forward-looking statements. We undertake no obligation to publicly
update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-1 that
we filed with the SEC using a continuous offering process.
You should read this prospectus and the information and documents
incorporated by reference carefully. Such documents contain important information you should consider when making your investment decision.
See “Where You Can Find Additional Information” and “Incorporation of Information by Reference” in this prospectus.
You should rely only on the information provided in this prospectus
or documents incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information.
This prospectus covers offers and sales of our common stock only in jurisdictions in which such offers and sales are permitted. The information
contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus
or of any sale of our common stock. You should not assume that the information contained in this prospectus is accurate as of any date
other than the date on the front cover of this prospectus, or that the information contained in any document incorporated by reference
is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this
prospectus or any sale of a security.
Effective March 25, 2022, we changed our name from Aerocentury Corp.
to Mega Matrix Corp. to better reflect our expansion into Metaverse and non-fungible tokens (NFTs) gaming business. All references in
this prospectus, unless the context indicates otherwise, to “AeroCentury” refers to AeroCentury Corp. and the “Company,”
“we,” “us,” and “our” refers to AeroCentury prior to March 25, 2022, and renamed “Mega Matrix
Corp.” commencing on March 25, 2022, and, except where expressly noted otherwise or the context otherwise requires, its consolidated
subsidiaries.
ABOUT MEGA MATRIX CORP.
Business of the Company
We are engaged in the non-fungible tokens (NFTs) gaming business in
the metaverse ecosystem which was launched in late March 2022. In addition, to a lesser extent, we are engaged in the provision of aircraft
advisory and management services since September 30, 2021. We operate through our two subsidiaries, Mega Metaverse Corp., a California
corporation (“Mega”) and JetFleet Management Corp., a California corporation and formerly known as JetFleet Holding corporation
(“JetFleet”). Effective March 25, 2022, we changed our name from Aerocentury Corp. to Mega Matrix Corp. to better reflect
our expansion into Metaverse and the NFT gaming business.
On March 25, 2022, we released our NFT game “Mano” through
Mega. Mano is a competitive idle role-playing game (RPG) deploying the concept of NFTs based on blockchain technology, with a “Play-to-earn”
business model that the players can earn while they play in Mega’s metaverse universe “alSpace”. We are responsible
for creating, developing, operating and maintaining the alSpace platform which has been completed for the Mano game.
Mano is played using our NFT alBots, Genesis alBots and non-Genesis
alBots. An alBot is the main character of Mano game and potential future games played on the alSpace platform. alBots are small intelligent
robots created on alSpace platform with unique genomes with body parts consisting of a torso and seven parts, each with unique characteristics.
These features are determined by the genetic code of the alBot, which can be extracted by the alpha matrix and recombined with other
alBot's genes to become a new alBot. A player enhances the alBots’ features through its genomes, tools, equipment and
skills. In addition to game play alBots may be traded in our alSpace platform. Genesis alBots are better designed and have more functions
and capabilities, which may create greater demand and collection value. Non-Genesis alBots with ordinary design do not have as much value
because of its limited energy level. As of June 30, 2022, we randomly distributed sixty-six (66) Genesis alBots to early twenty-two reservation
holders. In addition, we also distributed some non-Genesis alBots to our team members and developers for beta testing and are restricted
from trading. Players with Genesis alBots can receive higher rewards in terms of Mano coin, a token issued by the Company on the alSpace
platform. Mano coins can only be obtained by playing the Mano game and can only be used in the game for creating Genomes through the
cloning and conversion process of the alBots. The Mano coins cannot be traded or sold in the alSpace marketplace. The NFTs, consisting
of alBots and Genomes are created by players and supported by Binance Smart Chain. The use of blockchain will be utilized for identification
and authentication of alBots and other digital collectables owned by the players. We will not use a proprietary blockchain.
Currently we earn fees from our Mano game as follows:
| ● | Resetting
Genesis alBots. Through game play, the energy level of the Genesis alBots will be depleted. To reset the energy level, a player can pay
a fee to reset Genesis alBots back to its original maximum energy level. Players cannot reset non-Genesis alBots. |
| ● | Service
Fee. We charge a service fee for each sale transaction that take place on our alSpace marketplace. Players can sell or trade their alBots,
tools and weapons from the Mano game in our alSpace marketplace. |
| ● | Synthesis
Fee. Our players can clone or convert their alBots to Genomes using Mano coins. By cloning an alBot, a player can randomly extract certain
genes/attributes from the alBot and create a new NFT which we call Genome. Each alBot can only make seven (7) clones, however, Genesis
alBots can be reset to make seven (7) additional clones. In addition, players can convert its alBots into a Genome. Once the alBot is
converted into a Genome, the original alBot is consumed. Players can synthesize two Genomes to create a new alBot based on the genes/attributes
contained in the Genomes. In addition, the Genomes can be traded or sold on the alSpace marketplace. We charge a service fee for this
synthesis process. |
Players use Metamask, a third party software company that developed
a non-custodial wallet, to pay for our services and to purchase products and make trades. Neither we nor Metamask will accept responsibility
for any losses associated with the non-custodial wallet. We accept Binance (BNB) payment for our services. We convert most of the BNBs
into stable cryptocurrencies such as USDC and USDT. For the six months ended June 30, 2022, we received approximately $326,800 of BNB
in revenue for our services. Due to regulatory challenges, we plan to discontinue the Mano game and the alSpace platform on or before
the end of December 31, 2022. We plan to explore other crypto-related business models outside of the United States.
In addition, through our 51.0% ownership in JetFleet as of June 30,
2022, we will continue to focus on third-party management service contracts for aircraft operations. We believe that as passive investor
interest in aircraft assets has increased, there has been increasing demand from aircraft investors for professional third-party aircraft
leasing and portfolio management. We intend to take advantage of our reputation, experience and expertise in this aircraft management
area. JetFleet conducts all of its operations from its office located at 1818 Gilbreth Rd., Suite 243, Burlingame, California, United
States.
Bankruptcy
We and our then subsidiaries, JetFleet Holdings Corp., a California
corporation (“JHC”) and JetFleet Management Corp. (“JMC” along with JHC collectively “Debtors”),
filed on March 29, 2021, a voluntary petition for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. The filing was
made in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) Case No. 21-10636 (the “Chapter
11 Case”). We also filed motions with the Bankruptcy Court seeking authorization to continue to operate our business as “debtor-in-possession”
under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of
the Bankruptcy Court.
On August 16, 2021, in the Bankruptcy Court, the Debtors filed unexecuted
drafts of its Plan Sponsor Agreement to be entered into between us, Yucheng Hu, TongTong Ma, Qiang Zhang, Yanhua Li, Yiyi Huang, Hao
Yang, Jing Li, Yeh Cheng and Yu Wang, and identifying such individuals, collectively, as “Plan Sponsors” (the “Plan
Sponsor Agreement”), and related agreements and documents required thereunder (collectively, with the Plan Sponsor Agreement, the
“Plan Sponsor Documents”). The Plan Sponsor Documents were intended to cover the transactions contemplated by an investment
term sheet entered into with Yucheng Hu and are part of the Debtors' plan of reorganization as reflected in the Combined Disclosure Statement
and Plan filed with the Bankruptcy Court as amended and supplemented from time to time (the “Plan”). On August 31, 2021,
the Bankruptcy Court entered an order, Docket No. 0296 (the “Confirmation Order”), confirming the Plan as set forth in the
Combined Plan Statement and Plan Supplement.
On September 30, 2021 and pursuant to the Plan Sponsor Agreement,
we entered into and consummated the transactions contemplated by a Securities Purchase Agreement with the Plan Sponsor, and Yucheng Hu,
in the capacity as the representative for the Plan Sponsor thereunder, pursuant to which we issued and sold, and the Plan Sponsor purchased,
2,870,927 (14,354,635 post-split) shares of our common stock at $3.85 for each share of common stock for an aggregate purchase price
of approximately $11,053,069.
Also on September 30, 2021, and pursuant to the Plan Sponsor Agreement,
we entered into and consummated the transactions contemplated by a Series A Preferred Stock Purchase Agreement (the “JHC Series
A Agreement”) with JHC, pursuant to which JHC issued and sold, and we purchased, 104,082 shares of Series A Preferred Stock, no
par value, at $19.2156 per share of JHC Series A Preferred Stock, for an aggregate purchase price of $2 million.
Each share of JHC Series A Preferred Stock shall be entitled to one
(1) vote on any matter that is submitted to a vote or for the consent of the shareholders of JHC. The JHC Series A Preferred Stock provides
the Company with 74.83% voting control over JHC immediately following its issuance.
On January 1, 2022, JMC, a wholly-owned subsidiary of JHC, was merged
with and into JHC, with JHC being the surviving entity. As part of the merger, JHC changed its name to JetFleet Management Corp. (“JetFleet”).
Change In Control
As a condition to the closing of the Securities Purchase Agreement,
Michael G. Magnusson resigned as President and Chief Executive Officer; Harold M. Lyons resigned as Chief Financial Officer, Treasurer,
Senior Vice President, Finance and Secretary; and Michael G. Magnusson, Toni M. Perazzo, Roy E. Hahn, Evan M. Wallach and David P. Wilson
resigned as directors of the Company effective October 1, 2021.
Effective as on October 1, 2021, Yucheng Hu, Florence Ng, Jianan Jiang,
Qin Yao and Siyuan Zhu (the “Incoming Directors”) were appointed to serve as members on our Board of Directors. The Incoming
Directors were designated by the Plan Sponsor pursuant to the Plan Sponsor Agreement to hold office until our next annual meeting. The
Incoming Directors appointed Mr. Hu to serve as Chairman, President and Chief Executive Officer; Ms. Ng to serve as Vice President of
Operations; and Qin (Carol) Wang to serve as its Chief Financial Officer, Secretary and Treasurer the Company.
Recent Development
On September 29, 2022,
we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors named in the
Purchase Agreement (collectively, the “Purchasers”), pursuant to which the Company agreed to sell an aggregate of 4,400,000
shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) at a purchase price of $1.00
per share (the “Private Placement”). The gross proceeds of the Private Placement were $4.4 million, before deducting offering
expenses payable by the Company. The Purchase Agreement contains customary representations, warranties and covenants of the parties,
and the closing is subject to customary closing conditions. The closing of the Private Placement is anticipated to occur in October 2022.
Additional Information
We are a Delaware corporation incorporated in 1997. Our headquarter
is located at 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA. Our main telephone number is (650) 340-1888. Our website is located
at: http://www.mtmtgroup.com.
RISK FACTORS
An investment in our common stock involves risks. Prior to making
a decision about investing in our common stock, you should consider carefully the risks together with all of the other information contained
or incorporated by reference in this prospectus, including any risks in the section entitled “Risk Factors” contained in
any supplements to this prospectus and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and in our subsequent
filings with the SEC. Each of the referenced risks and uncertainties could adversely affect our business, operating results and financial
condition, as well as adversely affect the value of an investment in our securities. Additional risks not known to us or that we believe
are immaterial may also adversely affect our business, operating results and financial condition and the value of an investment in our
securities.
Risks Related to our Business
A particular digital asset’s status, such as an NFT, including
our alBots, Genomes and weapons, as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty
and if a regulator disagrees with our characterization of the NFT or Mano coin, we may be subject to regulatory scrutiny, investigation,
fines and penalties, which may adversely affect our business, operating results and financial condition. A determination that a NFT or
our Mano coin is a “security” may adversely affect the value of those NFTs, Mano coins, and our business.
The SEC and its staff have taken the position that certain digital
assets such as a NFT may fall within the definition of a “security” under U.S. federal securities laws. The legal test for
determining whether any given digital asset is a security is a highly complex, fact-driven analysis that may evolve over time, and the
outcome is difficult to predict. Our determination that the NFTs that are developed by players and our Mano coins are not securities
is a risk-based assessment and not a legal standard or one binding on regulators. The SEC generally does not provide advance guidance
or confirmation on the status of any particular digital asset as a security.
The classification of a digital asset as a security under applicable
law has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading, and clearing of such assets.
For example, a digital asset that is a security may generally only be offered or sold pursuant to a registration statement filed with
the SEC or in an offering that qualifies for an exemption from registration. Persons that effect transactions in digital assets that
are securities may be subject to registration with the SEC as a “broker” or “dealer.” Platforms that bring together
purchasers and sellers to trade digital assets that are securities are generally subject to registration as national securities exchanges,
or must qualify for an exemption, such as by being operated by a registered broker-dealer as an alternative trading system (“ATS”),
in compliance with rules for ATS’s. Persons facilitating clearing and settlement of securities may be subject to registration with
the SEC as a clearing agency.
We analyze
whether the NFTs that are related to our games and the Mano coin could be deemed to be a “security” under applicable laws.
Our analysis does not constitute a legal standard, but rather represent our management’s assessment regarding the likelihood that
a particular digital asset could be deemed a “security” under applicable laws. Regardless of our conclusions, we could be
subject to legal or regulatory action in the event the SEC or a court were to determine that NFTs
that are generated by our games or Mano coin may be deemed a “security” under applicable laws.
There can be no assurances that we will properly characterize any
given digital asset as a security or non-security or that the SEC, or a court, if the question was presented to it, would agree with
our assessment. We could be subject to judicial or administrative sanctions for failing to offer or sell digital assets in compliance
with the registration requirements, or for acting as a broker or dealer without appropriate registration. Such an action could result
in injunctions, cease and desist orders, as well as civil monetary penalties, fines, and disgorgement, criminal liability, and reputational
harm. For instance, all transactions in such supported digital asset would have to be registered with the SEC, or conducted in accordance
with an exemption from registration, which could severely limit its liquidity, usability and transactability. Further, it could draw
negative publicity and a decline in the general acceptance of the digital asset. Also, it may make it difficult for such digital asset
to be traded, cleared, and custodied as compared to other digital assets that are not considered to be securities. Due to regulatory
challenges, we plan to discontinue the Mano game and the alSpace platform on or before the end of December 31, 2022. We plan to explore
other crypto-related business models outside of the United States.
The NFT gaming industry is new and developing and there is no assurance
that our games currently under development will be accepted by players.
The development of the NFT game industry is new and continues to rapidly
evolve. We developed a “Play-to-Earn” model that allows players to earn rewards through NFT while they play the Mano game
on our “alSpace” platform. Our first NFT game was released on March 25, 2022. However, no assurance can be made that Mano
will generate enough interest in order for the game to be successful or for players to utilize their Mano NFTs. In addition, due to regulatory
challenges, we plan to discontinue the Mano game and the alSpace platform on or before the end of December 31, 2022. We plan to explore
other crypto-related business models outside of the United States.
We plan to explore other opportunities in the metaverse and crypto-related
business to expand our business model.
Due to regulatory challenges, we have decided to discontinue the Mano
game and the alSpace platform on or before the end of December 31, 2022. Therefore, we plan need to explore and develop other opportunities
in the metaverse and crypto-related business in order to expand our business model. However, we may not be successful in identifying
a new metaverse and crypto-related business model that is acceptable to us, which will adversely affect our business objective.
Our business will be intensely competitive. We may not deliver
successful and engaging game, or players and consumers may prefer our competitors’ products over our own.
Although the development of the NFT gaming industry is new, we anticipate
that competition in our business will be intense. Many new products will be introduced, but we anticipate that only a relatively small
number of products will drive significant engagement and account for a significant portion of total revenue. It is anticipated that our
competitors will range from mature well-funded companies to emerging start-ups. If we do not develop consistent high-quality, well-received
and engaging products that are of interest to players, the lack of interest will adversely affect our business objectives.
There can be no assurance that the market for NFTs will be developed
and/or sustained, which may materially adversely affect the value of NFTs.
The market for digital assets, including, without limitation, NFTs,
whether related to in-game assets or otherwise, is still nascent. Accordingly, the market for NFTs may not develop, or if a market does
develop, such value be maintained. If a market does not develop for the NFTs, it may be difficult or impossible for us to maintain a
marketplace where players and users can trade and eventually sell their NFTs. Failure to develop a marketplace for our NFTs will
adversely affect our business objectives.
The technology underlying blockchain technology is subject to a
number of industry-wide challenges and risks relating to consumer acceptance of blockchain technology. The slowing or stopping of the
development or acceptance of blockchain networks and blockchain assets would have a material adverse effect on the successful adoption
of the NFTs.
The growth of the blockchain industry is subject to a high degree
of uncertainty regarding consumer adoption and long-term development. The factors affecting the further development of the blockchain
and NFT industry include, without limitation:
| ● | worldwide
growth in the adoption and use of NFTs and other blockchain technologies; |
| ● | government
and quasi-government regulation of NFTs and their use, or restrictions on or regulation of access to and operation of blockchain networks
or similar systems; |
| ● | the
maintenance and development of the open-source software protocol of blockchain networks; |
| ● | changes
in consumer demographics and public tastes and preferences; |
| ● | the
availability and popularity of other forms or methods of buying and selling goods and services, or trading assets, including new means
of using government-backed currencies or existing networks; |
| ● | the
extent to which current interest in NFTs represents a speculative “bubble”; |
| ● | general
economic conditions in the United States and the world; |
| ● | the
regulatory environment relating to NFTs and blockchains; and |
| ● | a
decline in the popularity or acceptance of NFTs or other digital assets. |
The NFT industry as a whole has been characterized by rapid changes
and innovations and is constantly evolving. Although it has experienced significant growth in recent years, the slowing or stopping of
the development, general acceptance and adoption and usage of blockchain networks and blockchain assets may deter or delay the acceptance
and adoption of NFTs.
The slowing or stopping of the development, general acceptance and
adoption and usage of blockchain networks or blockchain assets may adversely impact the value of NFTs. The value of specific NFTs relies
on the development, general acceptance and adoption and usage of the applicable blockchain network which depends on ability to readily
access the applicable network.
The prices of digital assets are extremely volatile, and such volatility
may have a material adverse effect on the value of alSpace platform NFTs.
Decreases in the price of even a single other digital asset may cause
volatility in the entire digital asset industry and may affect the value of other digital assets, including any alSpace platform NFTs.
For example, a security breach or any other incident or set of circumstances that affects purchaser or user confidence in a well-known
digital asset may affect the industry as a whole and may also cause the price of other digital assets, including NFTs, to fluctuate.
The value of in-game asset NFTs relies in part on the development,
general acceptance and adoption and usage of blockchain assets, rather than solely on the in-game asset itself.
In-game asset NFTs are a means to establish proof of ownership of
in-game assets through cryptographic key pairs, the public key of the creator(s) who created the in-game asset and the private key of
the holder representing a verified instance (whether unique or part of a series) of that in-game asset. The purchase of an in-game
asset NFT gives the holder the right to hold, transfer and/or sell the NFT. The NFT does not itself include any physical manifestation
of the in-game asset. The value of in-game asset NFTs is derived from the cryptographic record of ownership, rather than solely on the
in-game asset itself (alBots and other in-game items); an in-game asset originated as an NFT (i.e., the actual file or files constituting
the in-game asset of which ownership is represented by an NFT) may have no value absent the NFT, depending on what other rights were
conveyed with the NFT, for example a copyright interest that could be transferred separate from the NFT. Thus, the value of the in-game
asset NFT relies in part on the continued development, acceptance, adoption and usage of the applicable blockchain.
Expansion of our operations into new products, services and technologies,
including content categories, is inherently risky and may subject us to additional business, legal, financial and competitive risks.
Historically, our operations have been focused on third-party management
service contracts for aircraft operations. Further expansion of our operations and our marketplace into additional products and services,
such as NFTs and crypto-related businesses involve numerous risks and challenges, including potential new competition, increased capital
requirements and increased marketing spent to achieve customer awareness of these new products and services. Growth into additional content,
product and service areas may require changes to our existing business model and cost structure and modifications to our infrastructure
and may expose us to new regulatory and legal risks, any of which may require expertise in areas in which we have little or no experience.
There is no guarantee that we will be able to generate sufficient revenue from sales of such products and services to offset the costs
of developing, acquiring, managing and monetizing such products and services and our business may be adversely affected.
If we cannot continue to innovate technologically or develop, market
and sell new products and services, or enhance existing technology and products and services to meet customer requirements, our ability
to grow our revenue could be impaired.
Our growth largely depends on our ability to innovate and add value
to our existing creative platform and to provide our customers and contributors with a scalable, high-performing technology infrastructure
that can efficiently and reliably handle increased customer and contributor usage globally, as well as the deployment of new features.
For example, NFTs require additional capital and resources. Without improvements to our technology and infrastructure, our operations
might suffer from unanticipated system disruptions, slow performance or unreliable service levels, any of which could negatively affect
our reputation and ability to attract and retain customers and contributors. We are currently making, and plan to continue making, significant
investments to maintain and enhance the technology and infrastructure and to evolve our information processes and computer systems in
order to run our business more efficiently and remain competitive. We may not achieve the anticipated benefits, significant growth or
increased market share from these investments for several years, if at all. If we are unable to manage our investments successfully
or in a cost-efficient manner, our business and results of operations may be adversely affected.
The value of NFT is uncertain and may subject us to unforeseeable
risks.
We create and support NFTs. NFTs are unique, one-of-a-kind digital
assets made possible by certain digital asset network protocols. Because of their non-fungible nature, NFTs introduce digital scarcity
and have become popular as online “collectibles,” similar to physical rare collectible items, such as trading cards or art.
Like real world collectibles, the value of NFTs may be prone to “boom and bust” cycles as popularity increases and subsequently
subsides. If any of these bust cycles were to occur, it could adversely affect the value of certain of our future strategies. In addition,
because NFTs generally rely on the same types of underlying technologies as digital assets, most risks applicable to digital assets are
also applicable to NFTs and hence our creation of NFTs will be subject to general digital assets risks as described elsewhere in these
risk factors.
A particular digital asset’s status as a “security”
in any relevant jurisdiction is subject to a high degree of uncertainty and depending upon the activities undertaken by our customers
utilizing our products and services, we and our customers may be subject to regulatory scrutiny, investigations, fines, and other penalties,
which may adversely affect our business, operating results, and financial condition.
The SEC and its staff have taken the position that certain digital
assets fall within the definition of a “security” under the U.S. federal securities laws. The legal test for determining
whether any given digital asset is a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult
to predict. The SEC generally does not provide advance guidance or confirmation on the status of any particular asset as a security.
Furthermore, the SEC’s views in this area have evolved over time and it is difficult to predict the direction or timing of any
continuing evolution. With respect to various digital assets, there is currently no certainty under the applicable legal test that such
assets are not securities, notwithstanding the conclusions we may draw based on our risk-based assessment regarding the likelihood that
a particular asset could be deemed a “security” under applicable laws.
The classification of a digital asset as a security under applicable
law has wide-ranging implications for the regulatory obligations that flow from the offer, sale and trading of such assets. For example,
a digital asset that is a security in the United States may generally only be offered or sold in the United States pursuant to a registration
statement filed with the SEC or in an offering that qualifies for an exemption from registration. Persons that effect transactions in
assets that are securities in the United States may be subject to registration with the SEC as a “broker” or “dealer.”
Platforms that bring together purchasers and sellers to trade digital assets that are securities in the United States are generally subject
to registration as national securities exchanges, or must qualify for an exemption, such as by being operated by a registered broker-dealer
as an alternative trading system, or ATS, in compliance with rules for ATSs. Persons facilitating clearing and settlement of securities
may be subject to registration with the SEC as a clearing agency. Foreign jurisdictions may have similar licensing, registration, and
qualification requirements.
If the SEC, foreign regulatory authority, or a court were to determine
that a supported digital asset offered, sold, or traded by one of our customers on a platform provided by us is a security, our customer
would not be able to offer such asset for trading until it was able to do so in a compliant manner, which would require significant expenditures
by the customer. In addition, we or our customer could be subject to judicial or administrative sanctions for failing to offer or sell
the digital asset in compliance with the registration requirements, or for acting as a broker, dealer, or national securities exchange
without appropriate registration. Such an action could result in injunctions, cease and desist orders, as well as civil monetary penalties,
fines, disgorgement, criminal liability, and reputational harm which could negatively impact our business, operating results, and financial
condition.
Risks Related to our Company
Our filing of bankruptcy may adversely affect our business and
relationships.
On August 31, 2021, the Bankruptcy Court entered its Findings of Fact,
Conclusions of Law and Order Approving and Confirming the Combined Disclosure Statement and Joint Chapter 11 Plan of AeroCentury Corp.
(now known as Mega Matrix Corp.), and its Affiliated Debtors. The Effective Date of the Plan occurred on September 30, 2021. Each condition
precedent to consummation of the Plan has been satisfied and/or waived.
As a result of our bankruptcy filing:
| ● | suppliers,
vendors or other contract counterparties may require additional financial assurances or enhanced performance from us; |
| ● | our
ability to compete for new business may be adversely affected; |
| ● | our
ability to attract, motivate and retain key executives and employees may be adversely affected; |
| ● | our
employees may be distracted from performance of their duties or more easily attracted to other employment opportunities; and |
| ● | we
may have difficulty obtaining the capital we need to operate and grow our business. |
The occurrence of one or more of these events could have a material
adverse effect on our business, financial condition, results of operations and reputation.
Upon our emergence from Chapter 11, the composition of our stockholder
base has changed significantly.
As a result of the concentration of our equity ownership, our future
strategy and plans may differ materially from those in the past. Upon our anticipated emergence from Chapter 11, the Plan Sponsors collectively
held approximately 65.0% of our common stock, while holders of our legacy equity interests held approximately 35.0% of our common stock.
Therefore, the Plan Sponsors have significant control on the outcome of matters submitted to a vote of stockholders, including, but not
limited to, electing directors and approving corporate transactions. As a result, our future strategy and plans may differ materially
from those of the past. Circumstances may occur in which the interests of the Plan Sponsors could be in conflict with the interests of
other stockholders, and the Plan Sponsors would have substantial influence to cause us to take actions that align with their interests.
Should conflicts arise, there can be no assurance that the Plan Sponsors would act in the best interests of other stockholders or that
any conflicts of interest would be resolved in a manner favorable to our other stockholders.
The composition of our board of directors has changed significantly.
Pursuant to the Plan, the composition of our board of directors changed
significantly. Upon our emergence from Chapter 11, our board of directors consisted of five directors, none of whom had previously served
on our board of directors. The new directors have different backgrounds, experiences and perspectives from those who previously served
on our board of directors and thus may have different views on the issues that will determine our future. There can be no assurance that
our new board of directors will pursue, or will pursue in the same manner, our previous strategy and business plans.
Certain information contained in our historical financial statements
are not comparable to the information contained in our financial statements after the adoption of fresh start accounting.
Upon our emergence from Chapter 11, we adopted fresh start accounting
in accordance with ASC Topic 852 and became a new entity for financial reporting purposes. As a result, we revalued our assets and liabilities
based on our estimate of our enterprise value and the fair value of each of our assets and liabilities. These estimates, projections
and enterprise valuation were prepared solely for the purpose of the bankruptcy proceedings and should not be relied upon by investors
for any other purpose. At the time they were prepared, the determination of these values reflected numerous estimates and assumptions,
and the fair values recorded based on these estimates may not be fully realized in periods subsequent to our emergence from Chapter 11.
The consolidated financial statements after our emergence from bankruptcy
will not be comparable to the consolidated financial statements on or before that date. This will make it difficult for stockholders
to assess our performance in relation to prior periods.
We have a limited operating history in our post-bankruptcy new
focus business, so there is a limited track record on which to judge our business prospects and management.
We have limited operating history in NFT gaming, NFT and metaverse
upon which to base an evaluation of our business and prospects. You must consider the risks and difficulties we face as a small operating
company with limited operating history. Further, our additional game development for metaverse games is a new venture, to which we have
no experience and will rely upon our third party developers to develop such a game.
We may need to raise additional capital by issuing additional securities
which could hurt the market for our securities or be on terms more favorable than those of our current shareholders.
We will need to, or desire to, raise substantial additional capital
in the future if this funding is not fully carried out. Our future capital requirements will depend on the costs of establishing or acquiring
sales, marketing, and distribution capabilities for our services inducing sales of AlBots, the gaming portion of the company, and operations
and other potential unforeseen circumstances.
Our business depends on the continuing efforts of our management.
If it loses their services, our business may be severely disrupted.
Our business operations depend on the efforts of our new management,
particularly the executive officers named in this document. If one or more of our management were unable or unwilling to continue their
employment with us, it might not be able to replace them in a timely manner, or at all. We may incur additional expenses to recruit and
retain qualified replacements. Our business may be severely disrupted, and our financial condition and results of operations may be materially
and adversely affected. In addition, our management may join a competitor or form a competing company. As a result, our business may
be negatively affected due to the loss of one or more members of our management.
We may not be able to prevent or timely detect cyber security breaches
and may be subject to data, security and/or system breaches which could adversely affect our business operations and financial conditions.
We rely on information technology networks and systems, including
the use of third-party communications systems over the Internet, to process, transmit and store electronic information, and to manage
or support our business activities. These information technology networks and systems may be subject to security breaches, hacking, phishing,
or spoofing attempts by others to gain unauthorized access to our business information and financial accounts. A cyberattack, unauthorized
intrusion, or theft of personal, financial or sensitive business information could have a material adverse effect on our business operations
or our clients’ information, and could harm our operations, reputation and financial situation. In addition, due to an increase
in the types of cyberattacks, our employees could be victim to such scams designed to trick victims into transferring sensitive company
data or funds, that could compromise and/or disrupt our business operations.
We were a victim of a business email compromise scam (BEC) in December
2021. BEC scams involve using social engineering to cause employees to wire funds to the perpetrators in the mistaken belief that the
requests were made by a company executive or established vendor. As a result of the BEC scam, we have enhanced BEC awareness within our
organization, established additional controls to help detect BEC scams when they occur, and require additional confirmations for large
money transactions. In addition, we seek to detect and investigate all cybersecurity incidents and to prevent their recurrence, but in
some cases, we might be unaware of an incident or its magnitude, duration, and effects. While we take every effort to train our employees
to be cognizant of these types of attacks and to take appropriate precautions, and have taken actions and implemented controls to protect
our systems and information, the level of technological sophistication being used by attackers has increased in recent years, and may
be insufficient to protect our systems or information. Any successful cyberattack against us could lead to the loss of significant company
funds or result in in potential liability, including litigation or other legal actions against us, or the imposition of penalties, which
could cause us to incur significant remedial costs. Further, we cannot ensure that our efforts and measures taken will be sufficient
to prevent or mitigate any damage caused by a cybersecurity incident, and our networks and systems may be vulnerable to security breaches,
hacking, phishing, spoofing, BEC, employee error or manipulation, or other adverse events.
Due to the evolving nature and increased sophistication of these cybersecurity
threats, the potential impact of any future incident cannot be predicted with certainty; however, any such incidents could have a material
adverse effect on our results of operations and financial condition, especially if we fail to maintain sufficient insurance coverage
to cover liabilities incurred or are unable to recover any funds lost in data, security and/or system breaches, and could result in a
material adverse effect on our business and results of operations.
As of December 31, 2021, our internal control over financial reporting
was ineffective, and if we continue to fail to improve such controls and procedures, investors could lose confidence in our financial
and other reports, the price of our common stock may decline, and we may be subject to increased risks and liabilities.
As a public company, we are subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the Sarbanes-Oxley Act of 2002. The Exchange Act
requires, among other things, that we file annual reports with respect to our business and financial condition. Section 404 of the Sarbanes-Oxley
Act requires, among other things, that we include a report of our management on our internal control over financial reporting. We are
also required to include certifications of our management regarding the effectiveness of our disclosure controls and procedures. We previously
identified a material weakness in our internal control over financial reporting relating to our tax review control for complex transactions.
We are in the process of enhancing our tax review control related to unusual transactions that we may encounter, but that control has
not operated for a sufficient time to determine if the control was effective as of December 31, 2021. If we cannot effectively maintain
our controls and procedures, we could suffer material misstatements in our financial statements and other information we report which
would likely cause investors to lose confidence. This lack of confidence could lead to a decline in the trading price of our common stock.
Compliance with the Sarbanes-Oxley Act of 2002 will require substantial
financial and management resources and may increase the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate
and report on our system of internal controls and may require us to have such system audited by an independent registered public accounting
firm. If we fail to maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties
and/or shareholder litigation. Any inability to provide reliable financial reports could harm our business. Furthermore, any failure
to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial
processes and reporting in the future, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior
internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect
on the trading price of our securities.
The trading prices of our common stock could be volatile, which
could result in substantial losses to our shareholders and investors.
The trading prices of our common stock could be volatile and could
fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, like the performance
and fluctuation in the market prices or the underperformance or deteriorating financial results of other similarly situated companies
that have listed their securities in the U.S. in recent years. The securities of some of these companies have experienced significant
volatility including, in some cases, substantial price declines in the trading prices of their securities. In addition, securities markets
may from time to time experience significant price and volume fluctuations that are not related to our operating performance, such as
the large decline in share prices in the United States and other jurisdictions.
In addition to market and industry factors, the price and trading
volume for our common stock may be highly volatile for factors specific to our own operations including the following:
| ● | variations
in our revenues, earnings and cash flow; |
| ● | announcements
of new product and service offerings, investments, acquisitions, strategic partnerships, joint ventures, or capital commitments by us
or our competitors; |
| ● | changes
in the performance or market valuation of our company or our competitors; |
| ● | changes
in financial estimates by securities analysts; |
| ● | changes
in the number of our users and customers; |
| ● | fluctuations
in our operating metrics; |
| ● | failures
on our part to realize monetization opportunities as expected; |
| ● | additions
or departures of our key management and personnel; |
| ● | detrimental
negative publicity about us, our competitors or our industry; |
| ● | market
conditions or regulatory developments affecting us or our industry; and |
| ● | potential
litigations or regulatory investigations. |
Any of these factors may result in large and sudden changes in the
trading volume and the price at which our common stock will trade. In the past, shareholders of a public company often brought securities
class action suits against the listed company following periods of instability in the market price of that company’s securities.
If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources
from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the
suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the
future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material
adverse effect on our financial condition and results of operations.
If our common stock becomes subject to the SEC’s penny stock
rules, broker-dealers may experience difficulty in completing customer transactions, and trading activity in our securities may be adversely
affected.
If at any time we have net tangible assets of $5,000,001 or less and
our common stock has a market price per share of less than $5.00, transactions in our common stock may be subject to the “penny
stock” rules promulgated under the Exchange Act. Under these rules, broker-dealers who recommend such securities to persons other
than institutional accredited investors must:
| ● | make
a special written suitability determination for the purchaser; |
| ● | receive
the purchaser’s written agreement to the transaction prior to sale; |
| ● | provide
the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and
which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and |
| ● | obtain
a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure
document before a transaction in a “penny stock” can be completed. |
If our common stock becomes subject to these rules, broker-dealers
may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected. As a result,
the market price of our common stock may be depressed, and you may find it more difficult to sell our common stock.
An active trading market for our common stock may not develop,
and you may not be able to easily sell your common stock.
An active trading market for shares of our common stock following
our emergence from bankruptcy may never develop or be sustained. If an active trading market does not develop, you may have difficulty
selling your shares of common stock or at all. An inactive market may also impair our ability to raise capital by selling our common
stock, and it may impair our ability to attract and motivate our employees through equity incentive awards and our ability to acquire
other companies by using our common stock as consideration.
If we do not continue to satisfy the NYSE American continued listing
requirements, our common stock could be delisted.
The listing of our common stock on NYSE American is contingent on
our compliance with the NYSE American’s conditions for continued listing.
On September 11, 2020, we received a deficiency letter from NYSE American
notifying us of our non-compliance with NYSE American’s stockholders’ equity listing standards as set forth in Section 1003(a)(i)
- (iii) of the NYSE American Company Guide. Subsequently, we submitted a plan to the NYSE American to bring us into compliance with such
listing standards within 18 months of receipt of the deficiency letter. On November 25, 2020, we received a letter from the NYSE American
notifying us of its acceptance of our plan and our continuing listing pursuant to an extension with a target completion date of March
11, 2022.
As a result of management’s efforts, on March 11, 2022, the
NYSE American informed the Company that it has regained compliance with all of the NYSE American continued listing standards set forth
in Part 10 of the Company Guide.
Should we fail to meet the NYSE American’s continuing listing
requirements, we may be subject to delisting by the NYSE America. In the event our common stock is no longer listed for trading on the
NYSE American, our trading volume and share price may decrease and we may experience difficulties in raising capital which could materially
affect our operations and financial results. Further, delisting from the NYSE American could also have other negative effects, including
potential loss of confidence by partners, lenders, suppliers and employees. Finally, delisting could make it harder for us to raise capital
and sell securities.
Sales of a significant number of our common stock in the public
market, or the perception that such sales could occur, could depress the market price of our common stock.
In connection with a private placement of 2,870,927 (14,354,635 post-split)
shares of common stock that closed on September 30, 2021, we have filed a registration statement allowing the holder thereof to resell
the common stock. The sales of those shares of common stock in the public market could depress the market price of our common stock and
impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales
of our common stock would have on the market price of our common stock.
PRIVATE PLACEMENT OF SECURITIES
On September 30, 2021, we entered and consummated the transactions
contemplated by a Securities Purchase Agreement with nine investors pursuant to which we issued and sold 2,870,927 (14,345,635 post-split)
shares of common stock, par value $0.001 per share at $3.85 for each share of common stock, for an aggregate purchase price of approximately
$11,053,069.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. The SEC maintains an Internet web site at http://www.sec.gov. that contains reports, proxy
and information statements, and other information that we file electronically with the SEC.
We have filed a registration statement, of which this prospectus is
a part, covering the securities offered hereby. As allowed by SEC rules, this prospectus does not include all of the information contained
in the registration statement and the included exhibits, financial statements and schedules. You are referred to the registration statement,
the included exhibits, financial statements and schedules for further information. This prospectus is qualified in its entirety by such
other information.
We are subject to the information and periodic reporting requirements
of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and, in accordance therewith, file periodic reports, proxy statements
and other information with the SEC. Such periodic reports, proxy statements and other information are available to the public over the
Internet at the website of the SEC referred to above. We maintain a website at http://www.mtmtgroup.com The reference to our website
address does not constitute incorporation by reference of the information contained on our website, and you should not consider the contents
of our website in making an investment decision with respect to our common stock.
INCORPORATION OF INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information
we file with it, which means that we can disclose important information to you by referring you to those documents. The information we
incorporate by reference is an important part of this prospectus, and certain information that we will later file with the SEC will automatically
update and supersede this information. We incorporate by reference the documents listed below, as well as any future filings made with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of the initial registration statement and prior to
the effectiveness of this registration statement, and any filings made after the date of this prospectus until we sell all of the securities
under this prospectus, except that we do not incorporate any document or portion of a document that was furnished and deemed by the rules
of the SEC not to have been filed.
| |
● |
Our annual report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 30, 2022; |
| |
● |
Our quarterly report on Form 10-Q for the quarterly period ended March 31, 2022, filed with the SEC on May 16, 2022 and for the quarterly period ended June 30, 2022, filed with the SEC on August 22, 2022; and |
Additionally, all reports and other documents subsequently filed by
us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, except as to any portion of any report or document that is not
deemed filed under such provisions, (i) after the effective date the registration statement containing this prospectus and (ii) until
the earlier of the date on which all the securities registered hereunder have been sold or the registration statement of which this prospectus
is a part has been withdrawn, shall be deemed to be incorporated by reference in this prospectus and to be part hereof from the date
of filing of such reports and other documents. Any information that we subsequently file with the SEC that is incorporated by reference
as described above will automatically update and supersede any previous information that is part of this prospectus. Nothing in this
prospectus shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Items 2.02, 7.02 or 9.01 of Form
8-K.
Upon written or oral request, we will provide without charge to each
person to whom a copy of the prospectus is delivered a copy of the documents incorporated by reference herein (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference herein). You may request a copy of these filings, at
no cost, by writing or telephoning us at the following address: 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA; Attention: carol.wang@mtmtgroup.com;
telephone (650) 340-1888.
SELLING STOCKHOLDER
This prospectus covers the possible resale by the selling stockholder
identified in the table below of 2,397,305 shares of common stock. The selling stockholder may sell some, all or none of their shares
of common stock. We do not know how long the selling stockholder will hold the shares of common stock before selling them, and we currently
have no agreements, arrangements or understandings with the selling stockholder regarding the sale of any of the shares.
The following table presents information regarding the selling stockholder
and the shares that he may offer and sell from time to time under this prospectus. The table is prepared based on information supplied
to us by the selling stockholder relating to such shares, including (i) all of the shares offered hereby, and (ii) to our knowledge,
all other securities held by the selling stockholder as of the date hereof, and reflects his respective holdings as of September 26,
2022. Beneficial ownership is determined in accordance with Section 13(d) of the Exchange Act and Rule 13d-3 thereunder. The percentage
of shares beneficially owned prior to the offering is based on 22,084,055 shares of our common stock actually outstanding as of September
26, 2022.
| | |
Shares
Beneficially
Owned
Before | | |
Shares
to
be Sold
in this | | |
Shares Beneficially
Owned After Offering | |
| Name of Selling Stockholder | |
this Offering | | |
Offering | | |
Number | | |
Percentage | |
Yucheng Hu *
Group 7,Yantai Village, Liaoye Town,
Yingshan, Sichuan, China 637700 | |
| 7,991,005 | | |
| 2,397,305 | | |
| 5,593,700 | | |
| 25.3 | % |
| * | Mr
Hu is our Chairman of the Board, Chief Executive Officer and President. |
DESCRIPTION OF OUR CAPITAL STOCK
The selling stockholder may, from time to time, sell, transfer, or
otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market,
or trading facility on which the shares are traded or in private transactions at fixed prices, at prevailing market prices at the time
of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
This prospectus provides you with a general description of the common stock the selling stockholder may offer.
The description below of our capital stock and provisions of our second
amended and restated certificate of incorporation, as amended, and third amended and restated bylaws are summaries and are qualified
by reference to the second amended and restated certificate of incorporation, as amended, and the third amended and restated bylaws.
These documents are filed as exhibits to the registration statement of which this prospectus is a part.
The total number of shares of all classes of capital stock which we
have authority to issue is 42,000,000 shares of capital stock, consisting of (i) 40,000,000 shares of common stock, par value $0.001
per share, and (ii) 2,000,000 shares of preferred stock, par value $0.001 per share. As of September 26, 2022, there were no outstanding
shares of preferred stock and 22,084,055 outstanding shares of common stock.
Common Stock
Holders of our common stock are entitled to one vote per share for
each share held of record on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Our second amended
and restated certificate of incorporation, as amended, does not provide for cumulative voting. Subject to preferences that may be applicable
to any outstanding preferred stock, the holders of our common stock are entitled to receive ratably such dividends, if any, as may be
declared by our board of directors out of legally available funds. Upon liquidation, dissolution or winding-up, the holders of our common
stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of or provision
for all liabilities and the liquidation preference of any outstanding preferred stock. The holders of our common stock have no preemptive,
subscription, redemption or conversion rights. Our common stock is currently listed on the NYSE American under the symbol “MTMT.”
Preferred Stock
The board of directors has the authority, without further action by
the stockholders, to issue up to 2,000,000 shares of preferred stock, $0.001 par value per share, in one or more series. The board of
directors will also have the authority to designate the rights, preferences, privileges and restrictions of each such series, including
dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences, and
the number of shares constituting any series.
The issuance of preferred stock may have the effect of delaying, deferring
or preventing a change in control of the company without further action by the stockholders. The issuance of preferred stock with voting
and conversion rights may also adversely affect the voting power of the holders of common stock. In certain circumstances, an issuance
of preferred stock could have the effect of decreasing the market price of the common stock.
Anti-Takeover Effects of Provisions of our Second Amended and Restated
Certificate of Incorporation and Third Amended and Restated Bylaws
Our second amended and restated certificate of incorporation, as amended,
and our third amended and restated bylaws contain certain provisions that could have the effect of delaying, deterring or preventing
another party from acquiring control of us. These provisions and certain provisions of Delaware law, which are summarized below, are
expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage
persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection
of our potential ability to negotiate more favorable terms with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging
a proposal to acquire us.
Undesignated Preferred Stock
As discussed above, our board of directors will have the ability to
issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us.
These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company.
Limits on Ability of Stockholders to Call a Special Meeting
Our third amended and restated bylaws provide that special meetings
of the stockholders may be called only by the majority of our board of directors or by stockholders owning at least 25% of our outstanding
common stock, which may delay the ability of our stockholders to force consideration of a proposal.
Requirements for Advance Notification of Stockholder Nominations and
Proposals
Our third amended and restated bylaws require advance notice procedures
with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at
the direction of our board of directors or a committee of our board of directors. These provisions may have the effect of precluding
the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter
a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting
to obtain control of our company.
No Cumulative Voting
Our second amended and restated certificate of incorporation, as amended,
and third amended and restated bylaws do not permit cumulative voting in the election of directors. Cumulative voting allows a stockholder
to vote a portion or all of its shares for one or more candidates for seats on the board of directors. Without cumulative voting, a minority
stockholder may not be able to gain as many seats on our board of directors as the stockholder would be able to gain if cumulative voting
were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on our board of directors
to influence our board’s decision regarding a takeover.
Delaware Anti-Takeover Statute
We are subject to the provisions of Section 203 of the Delaware General
Corporate Law, or DGCL, regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging,
under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date
the person became an interested stockholder unless:
| ● | prior
to the date of the transaction, our board of directors approved either the business combination or the transaction which resulted in
the stockholder becoming an interested stockholder; |
| ● | upon
completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, calculated as provided under Section
203; or |
| ● | at
or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual
or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting
stock which is not owned by the interested stockholder. |
Generally, a business combination includes a merger, asset or stock
sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who,
together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did
own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover
effect with respect to transactions our board of directors does not approve in advance. We anticipate that Section 203 may also discourage
attempts that might result in a premium over the market price for the shares of common stock held by stockholders.
The provisions of Delaware law and the provisions of our second amended
and restated certificate of incorporation, as amended, and third amended and restated bylaws, as amended upon the completion of this
offering, could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they might also inhibit
temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These
provisions might also have the effect of preventing changes in our management. It is possible that these provisions could make it more
difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.
Forum Selection
Our second amended and restated certificate of incorporation, as amended,
provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is
the sole and exclusive forum for:
| ● | any
derivative action or proceeding brought on our behalf; |
| ● | any
action asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; |
| ● | any
action asserting a claim against us arising pursuant to any provisions of the DGCL, our second amended and restated certificate of incorporation,
as amended, or our third amended and restated bylaws; or |
| ● | any
action asserting a claim against us that is governed by the internal affairs doctrine. |
These exclusive-forum provisions may limit a stockholder’s ability
to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which
may discourage lawsuits against us and our directors, officers and other employees. Furthermore, the enforceability of similar choice
of forum provisions in other companies’ charter documents has been challenged in legal proceedings, and it is possible that a court
could find these types of provisions to be inapplicable or unenforceable. If a court were to find either exclusive-forum provision in
our second amended and restated certificate of incorporation, as amended, to be inapplicable or unenforceable in an action, we may incur
additional costs associated with resolving the dispute in other jurisdictions, which could harm our business.
These exclusive-forum provisions are not intended to apply to any
causes of action arising under the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive
jurisdiction.
Listing
Our common stock is listed on the NYSE American under the symbol “MTMT”.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Continental
Stock, 1 State Street 30th Floor, New York, NY 10004-1561.
USE OF PROCEEDS
We are registering shares of our common stock for the selling stockholder.
We will not receive any of the proceeds from any sale or other disposition of the common stock covered by this prospectus. All proceeds
from the sale of the common stock will be paid directly to the selling stockholder.
PLAN OF DISTRIBUTION
The selling stockholder, including his transferees, donees, pledgees,
assignees and successors-in-interest, may, from time to time, sell, transfer or otherwise dispose of any or all of the shares of common
stock offered by this prospectus from time to time on any stock exchange, market or trading facility on which the shares are traded or
in private transactions. These dispositions may be at fixed prices, at market prices prevailing at the time of sale, at prices related
to prevailing market price, at varying prices determined at the time of sale or at negotiated prices. The selling stockholder may use
any one or more of the following methods when selling shares:
| ● | ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; |
| ● | purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | an
exchange distribution in accordance with the rules of the applicable exchange; |
| ● | privately
negotiated transactions; |
| ● | broker-dealers
may agree with a selling stockholder to sell a specified number of such shares at a stipulated price per share; |
| ● | a
combination of any such methods of sale; |
| ● | through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; and |
| ● | any
other method permitted pursuant to applicable law. |
The selling stockholder may also sell shares under Rule 144 under
the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholder may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder or, if
any broker-dealer acts as agent for the purchaser of shares, from the purchaser in amounts to be negotiated. The selling stockholder
do not expect these commissions and discounts relating to its sales of shares to exceed what is customary in the types of transactions
involved.
The selling stockholder may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they
assume. The selling stockholder may also sell shares of our common stock short and deliver these securities to close out its short positions,
or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholder may also enter into
option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this prospectus, as supplemented or amended to reflect such transaction.
The selling stockholder and any broker-dealers or agents that are
involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection
with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares
purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The selling stockholder has informed
us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock.
Because each of the selling stockholder may be deemed to be an “underwriter”
within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. In addition,
any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than under this prospectus. The selling stockholder has advised us that he has not entered into any agreements, understandings
or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares.
The shares will be sold only through registered or licensed brokers
or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they
have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement
is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common
stock for a period of two business days prior to the commencement of the distribution. In addition, the selling stockholder will be subject
to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing
of purchases and sales of shares of our common stock by the selling stockholder or any other person. We will make copies of this prospectus
available to the selling stockholder and has informed the selling stockholder of the need to deliver a copy of this prospectus to each
purchaser at or prior to the time of the sale.
We will not receive any proceeds from the sale of the shares by the
selling stockholder.
LEGAL MATTERS
Lewis Brisbois Bisgaard & Smith LLP, San Francisco, CA will pass
upon legal matters in connection with the validity of the common stock offered hereby.
EXPERTS
The consolidated balance sheets of Mega Matrix Corp. (formerly known
as AeroCentury Corp) and subsidiaries (the Company) as of December 31, 2021 (Successor Company) and September 30, 2021 (Predecessor Company),
and the related consolidated statements of operations, stockholders' equity (deficit) and other comprehensive income (loss), and cash
flows for the three months ended December 31, 2021 (Successor Company) and the nine months ended September 30, 2021 (Predecessor Company)
and the retrospective adjustments for the effects of the five for one forward stock split to the 2020 consolidated financial statements
incorporated by reference in this prospectus and in the Registration Statement have been so incorporated in reliance on the report of
Audit Alliance LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said
firm as experts in auditing and accounting.
The audit report covering the December 31, 2021 consolidated financial
statements contains an explanatory paragraph that states that the Company filed a petition for reorganization under Chapter 11 of the
United States Bankruptcy Code on March 29, 2021. The Company’s plan of reorganization became effective and the Company emerged
from bankruptcy protection on September 30, 2021. In connection with its emergence from bankruptcy, the Company adopted the guidance
for fresh start accounting in conformity with FASB ASC Topic 852, Reorganizations, effective as of September 30, 2021. Accordingly, the
Company’s consolidated financial statements prior to September 30, 2021 are not comparable to its consolidated financial statements
for period after September 30, 2021.
The consolidated financial statements as of and for the year ended
December 31, 2020 (before the effects of the five for one forward stock split), incorporated by reference in this prospectus and in the
Registration Statement have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting
firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The report on the
consolidated financial statements contains an explanatory paragraph regarding the Company's ability to continue as a going concern.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Except as noted below, no expert or counsel named in this prospectus
as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered
or upon other legal matters in connection with the registration or offering of the securities was employed on a contingency basis, or
had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents
or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing
or principal underwriter, voting trustee, director, officer, or employee.
20
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