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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 14, 2023
MEGA MATRIX CORP.
(Exact name of registrant
as specified in our charter)
Delaware |
|
001-13387 |
|
94-3263974 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3000 El Camino Real,
Bldg.
4, Suite 200, Palo
Alto, CA |
|
94306 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(650)
340-1888
(Registrant’s telephone
number, including area code)
Not applicable
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
|
MPU |
|
NYSE American Exchange LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of
Operations and Financial Condition.
On August 14, 2023, Mega
Matrix Corp. (the “Company”) issued a press release setting forth certain financial and operational information for its second
quarter ended June 30, 2023. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
The information under
Item 2.02 above is incorporated herein by reference.
The information reported
under Items 2.02 and 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
Statements and Exhibits.
(d) Exhibits
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: August 14, 2023 |
|
|
2
Exhibit 99.1
PALO ALTO, CA, August
14, 2023 (GLOBE NEWSWIRE) -- Mega Matrix Corp. (“MPU” or the “Company”) (NYSE American: MPU), today announced financial
results for its second quarter ended June 30, 2023.
Financial Highlights
| ● | The Company had cash and cash equivalents of
$6.8 million, and total liquidity (defined as cash equivalents and restricted cash, stable coins and digital assets) of approximately
$9.2 million, as of June 30, 2023. Total assets were $10.8 million as of June 30, 2023. Equity attributable to MPU’s shareholders
amounted to $11.8 million as of June 30, 2023. |
Operational Highlights
| ● | Treasury holdings of Ethereum (“ETH”)
were 1,392.5, with a fair market value of approximately $2.6 million as of June 30, 2023. |
| ● | The Company explored Solo-Staking by staking
256 ETH to become eight (8) validators to Ethereum to earn ETH rewards and yield. |
| ● | On March 1, 2023, Mega Matrix’s Singapore
subsidiary (“SPD”) and Bit Digital Singapore Pte. Ltd. (“Bit Digital”), the Singapore subsidiary of Bit Digital
Inc. (Nasdaq: BTBT) entered into a shareholders’ agreement with Marsprotocol Technologies Pte. Ltd. (“MTP”) to provide
staking technology tools in digital assets through the staking platform “MarsProtocol,” an individual and institutional grade
designed staking platform. On August 4, 2023, SPD, Bit Digital and MTP entered into a termination agreement whereby the parties agreed
that SPD purchased Bit Digigal’s 40% interest in MTP for SGD$120,000. As a result of the transaction, SPD owns all outstanding ordinary
shares of MTP, and MTP will no longer provide non-custodial staking tools to third parties. |
Management Commentary
Mr. Yucheng Hu, CEO of
Mega Matrix Corp. said “I am delighted to announce that, in the second quarter of 2023, our company has continued to explore Ethereum-related
business through continuous purchase and solo-staking of Ethereum, which strengthens our investment and support for Ethereum ecosystem
We look forward to the development of the Ethereum ecosystem, and will actively explore the expansion and innovation of related businesses.”
About Mega
Matrix: Mega Matrix Corp. (the “Company”) is a holding company located in Palo Alto, California with five
subsidiaries: Saving Digital Pte. Ltd., a Singapore corporation (“Saving”), MarsProtocol Inc., an exempted company
incorporated under the laws of the Cayman Islands, Mega Metaverse Corp., a California corporation (“Mega”), Marsprotocol
Technologies Pte. Ltd., a Singapore corporation (“MTP”) and JetFleet Management Corp. a California corporation
(“JetFleet”). The Company focuses on crypto-related business and will continue to focus on third-party management
service contracts for aircraft operations through its majority owned subsidiary JetFleet, which was part of the Company’s
legacy business. For more information, please contact info@mtmtgroup.com 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 other future acquisitions; 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 occurrence of any event, change or other circumstances that could affect the Company’s ability to continue successful development
of its digital assets staking business model; 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.
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