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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): December 26, 2023
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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Second
Amended and Restated Agreement and Plan of Merger
As
previously disclosed, on April 14, 2023, Mega Matrix Corp. (the “Company”) and Mega Matrix Inc. (f/k/a MarsProtocol Inc.),
an exempted company incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of the Company (“MPU Cayman”)
entered into a definitive Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) relating to a proposed
merger transaction where the Company is to merge with and into MPU Cayman.
On December 26, 2023,
the Company, MPU Cayman and MPU Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MPU Cayman (“MPU Merger
Sub”), entered into a Second Amended and Restated Agreement and Plan of Merger (the “Second A&R Merger Agreement”),
amending and restating the Merger Agreement.
The Second A&R Merger
Agreement provides that, upon the terms and subject to the conditions set forth therein, the MPU Merger Sub will merge with and into
the Company (the “Redomicile Merger”), with the Company as the surviving entity (the “Surviving Entity”). Following
the Redomicile Merger, the Company will become a wholly owned subsidiary of MPU Cayman.
At the effective time
of the Redomicile Merger (the “Effective Time”), each issued and outstanding share of common stock, par value US$0.001 per
share, of the Company (“MPU Common Stock”) will be converted into the right to receive one ordinary share, par value US$0.001
per share, of MPU Cayman (“MPU Cayman Ordinary Share”) and the Company’s rights and obligations under its securities,
including but not limited to, convertible debentures, warrants and options that may be convertible into or exercisable into MPU Common
Stock shall be assumed by MPU Caymen, and all reference therein to MPU Common Stock shall be deemed to refer to MPU Cayman Ordinary Shares.
At
the Effective Time, MPU Cayman will repurchase the one MPU Cayman Ordinary Share that was held by the Company at a purchase price of
US$0.001, which share shall be cancelled, and each share of capital stock of MPU Merger Sub that is issued and outstanding immediately
prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Entity, and the shares of the
Surviving Entity into which the shares of MPU Merger Sub capital stock are so converted shall be the only shares of the Surviving Entity’s
capital stock that are issued and outstanding immediately after the Effective Time.
In
connection with the Redomicile Merger, the directors and officers of the Company at such time will be elected or appointed as the directors
and officers of MPU Cayman (to the extent the directors and officers of MPU Cayman and the Company are not already identical), each such
person to have the same office(s) with MPU Cayman (and the same class designations and committee memberships in the case of directors)
as he or she held with the Company, with the directors to serve until the earlier of the next meeting of MPU Cayman stockholders at which
an election of directors is required for the class to which they have been elected or until their successors are elected or appointed
(or their earlier death, disability or retirement).
The
Second A&R Merger Agreement has been approved by the Boards of Directors of each of the Company, MPU Merger Sub and MPU Cayman. The
completion of the Redomicile Merger is subject to the required approval of the Company’s stockholders, requisite regulatory approvals,
the effectiveness of the registration statement on Form F-4 filed by MPU Cayman related to the Redomicile Merger, and other customary
closing conditions.
Pursuant
to the Second A&R Merger Agreement, the Board of Directors of the Company may exercise its discretion to terminate the Second A&R
Merger Agreement, and therefore abandon the Redomicile Merger, at any time prior to the Effective Time, including after the adoption
of the Second A&R Merger Agreement by the Company’s stockholders.
The
foregoing description of the Second A&R Merger Agreement is not complete and is qualified in its entirety by reference to the full
text of the Second A&R Merger Agreement, attached as exhibit 2.1 hereto.
Additional
information about the Redomicile Merger and where to find it
In
connection with the proposed Redomicile Merger, the Company will cause MPU Cayman to file with the United States Securities and Exchange
Commission (the “SEC”) a registration statement on Form F-4 to register the ordinary shares of MPU Cayman to be issued to
the stockholders of the Company. The registration statement will include a proxy statement/prospectus of the Company, which will be sent
to the stockholders of the Company seeking their approval of the Redomicile Merger and related matters in addition to other matters.
In addition, the Company may file other relevant documents concerning the proposed Redomicile Merger with the SEC.
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or approval. Stockholders of the Company are urged to read the registration statement on Form F-4 and the proxy statement/prospectus
included within the registration statement and any other relevant documents to be filed with the SEC in connection with the proposed
Merger because they will contain important information about the Company, MPU Cayman and the proposed transaction.
Item
9.01 Financial Statement and 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:
December 27, 2023 |
|
|
3
Exhibit 2.1
SECOND
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
This
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 26, 2023, by and
among Mega Matrix Corp., a Delaware corporation (“MPU”), Mega Matrix Inc. (formerly known as MarsProtocol Inc.), an
exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of MPU (“MPU Cayman”),
and MPU Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MPU Cayman (“MPU Merger Sub”).
RECITALS
1.
MPU and MPU Cayman have previously entered into an Agreement and Plan of Merger, dated December
7, 2022, and as amended and restated on April 14, 2023 (collectively the “Original Agreement”), and they now wish
to enter into this Second Amended and Restated Agreement and Plan of Merger so as to amend and restate the Original Agreement by the
deletion in their entirety and the substitution in their place the terms of this Agreement;
2. The
Boards of Directors of each of MPU, MPU Cayman and MPU Merger Sub have unanimously determined that it is advisable and in the best interests
of their respective shareholders or stockholders to reorganize so that MPU Cayman will become the parent of MPU as a result of the merger
of MPU Merger Sub with and into MPU (the “Merger”), with MPU surviving with the name Mega Matrix Corp.;
3.
The respective Boards of Directors of MPU, MPU Cayman and MPU Merger Sub have each unanimously
approved the Merger, this Agreement, and, to the extent applicable, the other transactions described herein, pursuant to which MPU will
be the surviving company of the Merger and will become a wholly-owned subsidiary of MPU Cayman, all upon the terms and subject to the
conditions set forth in this Agreement and the Plan of Merger, and whereby each issued and outstanding share of common stock, par value
US$0.001 per share, of MPU (“MPU Common Stock”) shall be converted into the right to receive one ordinary share, par
value US$0.001 per share, of MPU Cayman (a “MPU Cayman Ordinary Share”);
4.
The Merger requires, among other things, the approval of this Agreement and the Merger by the
affirmative vote of the holders of a majority of the issued and outstanding shares of MPU Common Stock and the affirmative vote by the
sole shareholder of MPU Merger Sub; and
5.
The parties intend that the Merger qualify as a “reorganization” within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement shall be,
and is hereby, adopted as a “plan of reorganization” for purposes of Section 368(a) of the Code.
AGREEMENT
NOW
THEREFORE, in consideration of the foregoing and of the covenants and agreements contained herein, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE
I
The Merger
Section
1.01. The Merger. Subject to the terms and conditions of this Agreement, and in accordance with the Delaware General
Corporate Law (the “DGCL”) and the Companies Act of the Cayman Islands (As Revised) (the
“Act”), at the Effective Time (as defined in Section 1.02), MPU Merger Sub shall be merged with and into MPU in
accordance with this Agreement, and the separate corporate existence of MPU Merger Sub shall thereupon cease. Pursuant to and
simultaneously upon the consummation of the Merger at the Effective Time, in accordance with the DGCL and the Act, (i) MPU shall
continue as the surviving company in the Merger (sometimes hereinafter referred to as the “Surviving Company”),
(ii) the corporate identity, existence, powers, rights and immunities of MPU as the Surviving Company shall continue unimpaired by
the Merger, and (iii) MPU shall succeed to and shall possess all the assets, properties, rights, privileges, powers, franchises,
immunities and purposes, and be subject to all mortgages, charges or security interests and all contracts, debts, liabilities,
claims, obligations, restrictions and duties of MPU Merger Sub, all without further act or deed.
Section
1.02. Filing Certificate of Merger; Effective Time. As soon as practicable following the satisfaction or, to the extent permitted
by applicable law, waiver of the conditions set forth in Article V, if this Agreement shall not have been terminated prior thereto as
provided in Section 6.01, MPU and MPU Merger Sub shall cause a certificate of merger (the “Certificate of Merger”)
meeting the requirements of Section 252(c) of the DGCL to be properly executed and filed in accordance with such section and otherwise
make all other filings or recordings as required by the DGCL in connection with the Merger. The Merger shall become effective at such
time that the parties hereto shall have agreed upon and designated in the Certificate of Merger as the effective time of the Merger (the
“Effective Time”).
ARTICLE
II
Charter Documents, Directors and Officers of Surviving Company,
and
Certain Representations
Section
2.01. Name of Surviving Company. The name of the Surviving Company shall be “Mega Metrix Corp.”
Section
2.02. Certificate of Incorporation of Surviving Company. The certificate of incorporation of the Surviving Company shall be
amended and restated as of the Effective Time to read as set forth in the Certificate of Merger, until thereafter amended as provided
by the DGCL.
Section
2.03. Bylaws of Surviving Company. From and after the Effective Time, the Bylaws of MPU in effect immediately prior to the
Effective Time shall be the Bylaws of the Surviving Company, until duly amended in accordance with applicable law.
Section
2.04. Directors of Surviving Company. From and after the Effective Time, the directors of MPU immediately prior to the Effective
Time shall be the directors of the Surviving Company, each such director to serve in such capacity until his or her earlier death, resignation
or removal or until his or her successor is duly elected or appointed.
Section
2.05. Officers of Surviving Company. From and after the Effective Time, the officers of MPU immediately prior to the Effective
Time shall be the officers of the Surviving Company, each such officer to serve in such capacity until his or her earlier death, resignation
or removal or until his or her successor is duly elected or appointed.
Section
2.06. Directors and Officers of MPU Cayman. Immediately prior to the Effective Time, MPU, in its capacity as the sole shareholder
of MPU Cayman, agrees to take or cause to be taken all such actions as are necessary to cause at least those persons serving as the directors
and officers of MPU immediately prior to the Effective Time to be elected or appointed as the directors and officers of MPU Cayman (to
the extent the officers and directors of MPU and MPU Cayman are not already identical), each such person to have the same office(s) with
MPU (and the same class designations and committee memberships in the case of directors) as he or she held with MPU, with the directors
to serve until the earlier of the next meeting of the MPU Cayman shareholders at which an election of directors is required or until
their successors are elected or appointed (or their earlier death, disability or retirement).
Section
2.07. Representation of MPU Cayman. MPU Cayman hereby represents and warrants that it is the owner of all of the outstanding
share capital of MPU Merger Sub, free and clear of any adverse claims.
ARTICLE
III
Conversion, Issuance and Repurchase of Shares
Section
3.01. Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder
of any shares of either MPU or MPU Cayman:
(a)
Conversion of MPU Share; Issuance of MPU Cayman Ordinary Share. Each issued and outstanding
share of MPU Common Stock with a par value of US$0.001 shall automatically be converted into or exchanged for one validly issued, fully
paid and non-assessable ordinary share of par value US$0.001 of the MPU Cayman; such conversion shall be effected by means of the cancellation
of such share of common stock of MPU, in exchange for the right to receive one such ordinary share of MPU Cayman. Such MPU Cayman Ordinary
Shares issued to the holders of MPU Common Stock shall constitute the only issued and outstanding shares of MPU Cayman upon the Effective
Time.
(b)
Treatment of MPU Merger Sub Capital Stock. At the Effective Time, by virtue of the Merger
and without any action on the part of MPU, MPU Cayman, MPU Merger Sub, or any other Person, each share of capital stock of MPU Merger
Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock
of the Surviving Company (and the shares of the Surviving Company into which the shares of MPU Merger Sub capital stock are so converted
shall be the only shares of the Surviving Company’s capital stock that are issued and outstanding immediately after the Effective
Time). From and after the Effective Time, each certificate evidencing ownership of a number of shares of MPU Merger Sub capital stock
will evidence ownership of such number of shares of common stock of the Surviving Company.
(c)
Repurchase of MPU Cayman Ordinary Share. MPU Cayman will
repurchase the one MPU Cayman ordinary share that was held by MPU prior to the Merger at a purchase price of US$0.001, which share shall
be cancelled.
(d)
Stock-Based Compensation Plans. MPU shall assign, and MPU Cayman shall assume, MPU’s
rights and obligations under the stock-based benefit and compensation plans and programs and agreements providing for the grant or award
of restricted stock, stock units, stock options, stock appreciation rights, performance shares, performance units, dividend equivalent
rights and share awards to the employees, directors and consultants of MPU and its affiliates (collectively, the “Stock Plans”)
in accordance with Article IV of this Agreement. To the extent a Stock Plan provides for awards of incentive stock options pursuant to
Section 422 of the Code, approval of such plan by MPU, as the sole shareholder of MPU Cayman, shall be deemed, as of the Effective Time,
to constitute approval of the members of MPU Cayman for purposes of Section 422(b) of the Code.
(e)
Convertible Securities. MPU shall assign, and MPU Cayman shall assume, MPU’s rights
and obligations under its securities, including but not limited to, convertible debentures, warrants and options that may be convertible
into or exercisable into MPU Common Stock; provided, however, all reference therein to MPU Common Stock shall be deemed to refer to MPU
Cayman Ordinary Shares.
Section
3.02. Exchange of MPU Cayman Ordinary Shares.
(a)
Uncertificated Shares. At the Effective Time, each outstanding share of MPU Common Stock
held in uncertificated, book entry form will be exchanged for one MPU Cayman Ordinary Share in accordance with Sections 3.01(a) and (b)
without further act or deed by the holder thereof, and record of such ownership shall be kept in uncertificated, book entry form in MPU
Cayman’s register of members by MPU Cayman’s transfer agent.
(b)
Certificated Shares. At the Effective Time, each outstanding share of MPU Common Stock
held in certificated form will be converted into the right to receive one MPU Cayman Ordinary Share in accordance with Sections 3.01(a)
and (b) without further act or deed by the holder thereof, and the holder thereof will cease to be, and will have no rights as, a stockholder
of MPU. Following the consummation of the Merger, MPU’s exchange agent will send a letter of transmittal to each such holder, explaining
the procedure for surrendering such holder’s MPU Common Stock certificates in exchange for share certificates representing MPU
Cayman Ordinary Shares.
(c)
Shareholder Rights at Effective Time. At the Effective Time, holders of MPU Common Stock
will cease to be, and will have no rights as, stockholders of MPU, other than the right to receive any dividend or other distribution
with a record date prior to the Effective Time that may have been declared or made by MPU on such shares of MPU Common Stock in accordance
with the terms of this Agreement or prior to the date of this Agreement and that remain unpaid at the Effective Time. After the Effective
Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Company of the shares of MPU Common
Stock that were outstanding immediately prior to the Effective Time. Upon and after the Effective Time, registered shareholders in MPU
Cayman’s register of members will have and be entitled to exercise any voting and other rights with respect to and to receive any
dividend and other distributions upon MPU Cayman Ordinary Shares registered in their respective names in the register of members.
Section
3.03. Dissenters’ Rights. There are no dissenters’ rights or appraisal rights available to holders of MPU Common
Stock under the DGCL, pursuant to Section 262(b)(1) thereof in connection with the Merger.
ARTICLE
IV
Equity Incentive Plan
Section
4.01. Assumption of Equity Plans. At the Effective Time, MPU shall assign, and MPU Cayman shall assume, the rights and obligations
of MPU under each Stock Plan (“Assumed Plans”). To the extent any Stock Plan or any applicable agreement relating
thereto provides for the issuance, delivery or purchase of, or otherwise relates to, MPU Common Stock, from and after the Effective Time,
such Stock Plan or applicable agreement shall be deemed to have been amended to provide for the issuance, delivery or purchase of, or
otherwise relate to, MPU Cayman Ordinary Shares, and all options or awards issued, or benefits available or based upon the value of a
specified number of shares of MPU Common Stock, under such Stock Plan after the Effective Time shall entitle the holder thereof to purchase,
receive, acquire, hold or realize the benefits measured by the value of, as appropriate, an equivalent number of MPU Cayman Ordinary
Shares in accordance with the terms of such Stock Plan and any applicable agreement relating thereto. The outstanding options or other
awards or benefits available under the terms of the Stock Plans at and following the Effective Time shall, to the extent permitted by
law and otherwise reasonably practicable, otherwise be exercisable, payable, issuable or available upon the same terms and conditions
as under such Stock Plans and the agreements relating thereto immediately prior to the Effective Time. Other than as set forth above,
the Merger will not affect the underlying terms or conditions of any outstanding equity awards, which shall remain subject to their original
terms and conditions.
Section
4.02. Other Actions. Such amendments or other actions that are deemed necessary or appropriate by MPU and MPU Cayman to effect
the Merger, including to facilitate the assumption by MPU Cayman of the Assumed Plans, and any other amendments or actions that MPU and
MPU Cayman shall deem advisable, shall be adopted and entered into with respect to the Assumed Plans, and any other change in control
arrangements between the MPU and its executive officers and key employees.
ARTICLE
V
Conditions Precedent
The
respective obligations of each party to effect the Merger are subject to the satisfaction or waiver of the following conditions:
(a)
Stockholder Approval. This Agreement shall have been adopted and approved by the affirmative
vote of holders owning a majority of the issued and outstanding shares of MPU Common Stock entitled to vote thereon at the record date
for such actions as set by the Board of Directors of MPU.
(b)
No Prohibition. None of the parties hereto shall be subject to any decree, order or
injunction of any court of competent jurisdiction, whether in the U.S., the Cayman Islands or any other country that prohibits the consummation
of the Merger.
(c)
Effective Registration Statement. The registration statement on Form F-4 filed with
the Securities and Exchange Commission by MPU Cayman in connection with the offer and issuance of the MPU Cayman Ordinary Shares to be
issued pursuant to the Merger shall have become effective under the Securities Act of 1933, as amended, and no stop order with respect
thereto shall be in effect.
(d)
NYSE American Listing. The MPU Cayman Ordinary Shares to be issued pursuant to the Merger
shall have been authorized for listing on the NYSE American, subject to official notice of issuance and satisfaction of other standard
conditions.
(e)
Consents and Authorizations. Other than the filing of the Certificate of Merger provided
for under Article I, all material consents and authorizations of, filings or registrations with, and notices to, any governmental or
regulatory authority required of MPU, MPU Cayman, MPU Merger Sub or any of their respective subsidiaries to consummate the Merger and
the other transactions contemplated hereby, including, without limitation, any filings required under (i) applicable U.S. state securities
and “Blue Sky” laws, and (ii) applicable Cayman Islands securities laws, shall have been obtained or made.
(f)
Representations and Warranties. The representations and warranties of the parties set
forth herein shall be true and correct in all material respects, and the covenants of the parties set forth herein (other than those
to be performed after the Effective Time) shall have been performed in all material respects.
(g)
Opinion. MPU shall have received an opinion of Lewis Brisbois Bisgaard & Smith LLP
in form and substance reasonably satisfactory to MPU, on the basis of certain facts, representations and assumptions set forth in such
opinion, dated the Effective Time, to the effect that the Merger will be treated for U.S. federal income tax purposes as a reorganization
within the meaning of Section 368(a) of the Code. The parties to this Agreement agree to use commercially reasonable efforts to make
such representations as are requested by such counsel for the purpose of rendering such opinion.
ARTICLE
VI
Termination, Amendment and Waiver
Section
6.01. Termination. This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time, whether
before or after approval by the stockholders of MPU, by action of the Board of Directors of MPU.
Section
6.02. Effect of Termination. In the event of termination of this Agreement as provided in Section 6.01, this Agreement shall
forthwith become void and have no effect, without any liability or obligation on the part of MPU, MPU Cayman or MPU Merger Sub.
Section
6.03. Amendment. This Agreement may be amended by the parties hereto at any time before or after any required approval or
adoption by the stockholders of MPU of this Agreement or matters presented in connection with this Agreement; provided, however, that
after any such approval or adoption, there shall be made no amendment requiring further approval or adoption by such stockholders under
applicable law until such further approval or adoption is obtained. This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the parties hereto.
Section
6.04. Waiver. At any time prior to the Effective Time, the parties may waive compliance with any of the agreements or covenants
contained in this Agreement, or may waive any of the conditions to consummation of the Merger contained in this Agreement. Any agreement
on the part of a party to any such waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.
The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver
of such rights.
ARTICLE
VII
Covenants
Section
7.01. Rule 16b-3 Approval. MPU, MPU Cayman, and MPU Merger Sub shall take all such steps as may reasonably be required to
cause the transactions contemplated by Section 3.01 and any other dispositions of MPU equity securities (including derivative securities)
or acquisitions of MPU Cayman equity securities (including derivative securities) in connection with this Agreement by each individual
who (i) is a director or officer of MPU, or (ii) at the Effective Time, is or will become a director or officer of MPU Cayman, to be
exempt under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.
Section
7.02. MPU Cayman Vote. Prior to or concurrent with seeking the approval and adoption of this Agreement by the stockholders
owning a majority of the outstanding shares of MPU Common Stock, MPU Cayman, in its capacity as the sole shareholder of MPU Merger Sub,
shall pass shareholder resolutions of MPU Merger Sub which approve and adopt this Agreement and which approve and authorize the Merger
and the other transactions provided herein.
Section
7.03. Further Assurances. MPU Cayman shall use its reasonable best efforts to take, or cause to be taken, all actions and
to do, or cause to be done, all things necessary and reasonably appropriate to consummate and make effective, in the most expeditious
manner practicable, the Merger and the other transactions provided for herein.
ARTICLE
VIII
General Provisions
Section
8.01. Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for the provisions
of Article IV (collectively, the “Third Party Provisions”), nothing in this Agreement, expressed or implied, is intended
to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement. The Third Party Provisions may be enforced only by the specifically intended beneficiaries
thereof.
Section
8.02. Entire Agreement. This Agreement and any documents delivered by the parties in connection herewith constitute the entire
agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings among the
parties with respect thereto.
Section
8.03 Effectiveness of Amendment and Restatement. This Agreement amends and restates certain provisions of the Original Agreement.
All amendments to the Original Agreement effected by this Agreement, and all other covenants, agreements, terms and provisions of this
Agreement, shall have effect as of the date copies hereof have been executed and delivered upon execution by each of the parties hereto.
Section
8.04. Governing Law. To the fullest extent permitted by law, this Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without regard to its rules of conflict of laws.
Section
8.05. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart
may consist of a number of copies hereof, each signed by less than all, but together signed by all of the parties hereto.
Section
8.06. Headings. Headings of the Articles and Sections of this Agreement are for the convenience of the parties only and shall
be given no substantive or interpretative effect whatsoever.
Section
8.07. Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction
to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent
of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the
remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not
enforceable) never been contained in this Agreement.
IN
WITNESS WHEREOF, MPU, MPU Merger Sub and MPU Cayman have caused this Agreement to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.
Mega Matrix Corp., |
|
Mega Matrix Inc., |
a Cayman Islands company |
|
a Delaware corporation |
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|
|
|
|
|
|
By: |
/s/ Yucheng Hu |
|
By: |
/s/ Yucheng Hu |
|
Name: |
Yucheng Hu |
|
|
Name: |
Yucheng Hu |
|
Title: |
Chief Executive Officer |
|
|
Title: |
President |
MPU Merger Sub, Inc., |
|
a Delaware corporation |
|
|
|
|
|
By: |
/s/ Yucheng Hu |
|
|
Name: |
Yucheng Hu |
|
|
Title: |
Chief Executive Officer |
|
7
v3.23.4
Cover
|
Dec. 26, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Dec. 26, 2023
|
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, $0.001 par value
|
Trading Symbol |
MPU
|
Security Exchange Name |
NYSE
|
Entity Emerging Growth Company |
false
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