UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August ~~15,~~30 2024

MEGA MATRIX CORP.

(Exact name of registrant as specified in its 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)

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		Name of each exchange on which registered
Common Stock, $0.001 par value		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 1.0102 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

The ~~disclosure~~information contained in Item 25.~~01 of~~02 ~~this Current Report on Form 8-K~~ is incorporated by reference ~~herein~~in this Item 1.02.

Item 25.0102 ~~Completion~~Departure of ~~Acquisition~~Directors or ~~Disposition~~Certain Officers; Election of ~~Assets~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~previously~~August ~~disclosed~~30, ~~on January 7,~~ 2024, ~~Mega Matrix Corp. (~~the “Company”) ~~acquired~~and ~~sixty~~Mr. ~~percent~~ Xiangchen (~~60%~~Steven) ofGao ~~the~~entered ~~capital~~into ~~stock~~a ofTermination ~~FunVerse~~Agreement ~~Holding Limited~~ (“~~FunVerse”~~Termination Agreement), ato ~~company~~terminate ~~incorporated~~the ~~under~~employment ~~the~~agreement, ~~laws~~dated ofJanuary 18, ~~the~~2024, ~~British~~between ~~Virgin~~the ~~Islands~~Company and ~~the~~Mr. ~~sole~~Gao. ~~parent~~In ~~company~~connection ofwith ~~Yuder~~the ~~Pte~~Termination Agreement, ~~Ltd~~ Mr., aGao ~~company~~resigned ~~that~~as ~~operates~~the ~~FlexTV,~~chief aoperating ~~streaming~~officer of ~~platform~~the ~~specializing~~Company, ineffective ~~short~~September ~~dramas~~30, 2024.

OnMr. ~~August~~Gao’s ~~15,~~resignation ~~2024~~is ~~(“Closing Date”),~~for ~~the~~personal ~~Company entered into~~ reasons and ~~closed~~not adue ~~definitive~~to ~~Share~~any ~~Exchange~~disagreement ~~Agreement~~with ~~(“Exchange~~the ~~Agreement”)~~Company’s ~~with~~management ~~FunVerse and~~team or the ~~remaining~~Company’s ~~shareholders~~Board ofon ~~FunVerse~~any ~~(collectively,~~matter ~~“Sellers”)~~relating to ~~acquire~~ the ~~remaining~~operations, policies ~~forty~~or ~~percent~~practices ~~(40%)~~ of ~~FunVerse. Under~~ the ~~Exchange~~Company ~~Agreement,~~or ~~Sellers~~any ~~exchanged~~issues ~~all~~regarding ofthe ~~their 34,250,000 FunVerse~~Company’s ~~shares,~~accounting ~~which~~policies ~~represents~~or ~~forty~~practices. ~~percent~~The ~~(40%)~~foregoing description of the ~~issued~~Termination ~~and~~Agreement ~~outstanding~~is ~~shares~~qualified ofin ~~FunVerse,~~its ~~for~~entirety ~~(i)~~by ~~1,500,000~~reference ~~shares~~to ofthe ~~common~~full ~~stock~~text of the ~~Company,~~Termination ~~par value $0.001 (“Exchange Shares”)~~Agreement, ~~plus~~a ~~(ii)~~copy ~~earnout payments consisting~~ of ~~an additional 500,000 of shares of common stock of the Company, par value $0.001~~which ~~(“Earnout~~is ~~Shares”)~~attached ifhereto ~~the~~as ~~FlexTV~~Exhibit ~~platform achieves user recharges exceeding $~~10.1,~~000,000~~ infiled ~~any~~herewith ~~consecutive~~and ~~30-day~~incorporated ~~period~~herein by reference.

In connection with the Exchange Agreement, the Company agreed to file a registration statement on Form S-3, or other appropriate form in the event that Form S-3 is not available, with the Securities and Exchange Committee covering the resale of the Registrable Securities (as defined in the Exchange Agreement) within thirty (30) days following the Closing Date and to use commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable thereafter, but in no event later than six (6) months following the Closing Date.

In addition, if at any time the Company proposes to register any of its common stock, or securities convertible into common stock, whether or not for its own account, other than a registration statement filed on Form S-4, or in connection with any employee stock option or other benefit plan on Form S-8, the Company will be required to give prompt written notice to the Sellers of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) business days after the date of notice. The Company shall have the right to withdraw or postpone a registration statement in which eligible holders have elected to exercise piggyback registration rights, and eligible holders are entitled to withdraw their registration requests prior to the planned effective date of such piggyback registration.

Following the closing of the Exchange Agreement, the Company owned one hundred percent (100%) of the capital stock of FunVerse.

The foregoing descriptions of the Exchange Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth under Items 1.01 and 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. The Exchange Shares and Earnout Shares, were issued pursuant to Section 4(a)(2) and/or Regulation S of the Securities Act, as the transactions did not involve a public offering.

Item 7.01 Regulation FD Disclosure.t

On August 16, 2024, the Company issued a press release announcing the entry into the Exchange Agreement and the acquisition of FunVerse. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		~~Share~~Termination ~~Exchange~~ Agreement between the Company and Xiangchen (Steven) Gao, dated August 1530, 2024
99.1		Press release dated August 16, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	Mega Matrix Corp.
	a Delaware corporation
	By:	/s/ Yucheng Hu
		Yucheng Hu,
		Chief Executive Officer
Dated: August 16, 2024
Dated: September 3, 2024

Filing Compare · Mega Matrix Corp.