Form 8-K - Current report

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): March 18, 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)

N/A

(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 7.01 Regulation FD Disclosure.

On March 18, 2024, Mega Matrix Corp. (the “Company”) issued a press release providing its business update. A copy of the press release is attached hereto as Exhibit 99.1

The information reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statement and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Press Release dated March 18, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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: March 18, 2024

Exhibit 99.1

MEGA MATRIX CORP. Provides Business Update

PALO ALTO, CA, March 18, 2024 (GLOBE NEWSWIRE) -- Mega Matrix Corp. ("MPU" or the "Company") (NYSE American: MPU), today provided a business update.

Recent Events

During the first quarter of 2024, the company ceased its crypto-related business operation and is concentrating on its short drama streaming services. This transition is evident by the following significant events:

On November 15, 2023, the Company entered into a non-binding letter of intent to acquire 60% of the voting capital stock of Yuder Pte, Ltd. On January 8, 2024, the Company closed the acquisition of its interest in Yuder, a company that operates FlexTV, a leading short drama streaming platform based in Singapore, specializing in producing English and Thai dramas.

On January 20, 2024, FlexTV's rose to 8th position in the Apple App Store Entertainment Top Charts (Free Apps, U.S.).

FlexTV's total unaudited top-up and subscription fee from the users for January and February 2024 reached a total of $6.5 million, marking a 360% increase compared to the combined total unaudited amount of top-up and subscription fee for November and December 2023. We anticipate that the rate of growth will continue.

As of March 5, 2024, the Company has ceased its solo-staking business operations.

Financial Highlights

The Company closed the private placements of $3.7 million during December 2023 through January 2024.

The Company has filed its Form 10-K for the year ended December 31, 2023. Investors may access the report at www.sec.gov.

Management Commentary

Mr. Yucheng Hu, CEO of Mega Matrix Corp. said, “In Q4 of 2023, Mega Matrix Corp. strategically transitioned away from the cryptocurrency sector, redirecting our focus towards FlexTV, our short drama platform designed for the vertical screen era. This shift reflects our commitment to adaptability and market responsiveness.

As we enter 2024, our primary objective is to enhance FlexTV's offerings to meet the evolving preferences of our audience. Leveraging our expertise in content creation and distribution, we aim to capitalize on the increasing demand for immersive, bite-sized content experiences.

Our commitment to delivering captivating content remains steadfast. We are confident that this strategic realignment will not only drive success for FlexTV but also solidify our position as pioneers shaping the future of entertainment, providing shareholders with even greater returns on their investment.”

Preliminary Information

The unaudited financial and operational information presented in this press release is preliminary and may change. MPU’s financial closing procedures with respect to the estimated financial information provided in this press release are not yet complete, and as a result, the Company's final results may vary materially from the preliminary results included in this press release. MPU undertakes no obligation to update or supplement the information provided in this press release until the Company releases its financial statements for the three months ended March 31, 2024. The preliminary financial information included in this press release reflects the Company's current estimates based on information available as of the date of this press release and has been prepared by Company management. This preliminary financial and operational information should not be viewed as a substitute for full financial statements prepared in accordance with GAAP and is not necessarily indicative of the results to be achieved for the current and any future periods. This preliminary financial and operational information could be impacted by the effects of financial closing procedures, final adjustments, and other developments. FLEX TV financial information is before any adjustments to reflect the Company’s 60% interest.

About Mega Matrix: Mega Matrix Corp. (NYSE AMEX: MPU) is a holding company and operates FlexTV, a short-video streaming platform and producer of short dramas, through Yuder Pte, Ltd., an indirect majority-controlled subsidiary of Mega Matrix. Mega Matrix is a Delaware corporation headquartered in Palo Alto, CA. For more information, please contact info@megamatrix.io or visit: http://www.megamatrix.io.

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: the ability to manage growth; ability to identify and integrate future acquisitions; ability to grow and expand our FlexTV business; ability to obtain additional financing in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely affecting the Company's profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic; ; the possibility that the Company may not succeed in developing its new lines of businesses due to, among other things, changes in the business environment, competition, changes in regulation, or other economic and policy factors; and the possibility that the Company’s new lines of business may be adversely affected by other economic, business, and/or competitive factors. The forward-looking statements in this press release and the Company's future results of operations are subject to additional risks and uncertainties set forth under the heading "Risk Factors" in documents filed by the Company with the Securities and Exchange Commission, including the Company's latest annual report on Form 10-K, and are based on information available to the Company on the date hereof. In addition, such risks and uncertainties include the Company's inability to predict or control bankruptcy proceedings and the uncertainties surrounding the ability to generate cash proceeds through the sale or other monetization of the Company's assets. 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.

Contact: Info@megamatrix.io

Cover	Mar. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 18, 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