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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): May 31, 2024
MEGA MATRIX CORP.
(Exact name of registrant
as specified in its charter)
Delaware |
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001-13387 |
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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 |
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94306 |
(Address of Principal Executive Offices) |
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(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 |
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Trading Symbol |
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Name of each exchange
on which registered |
Common Stock, $0.001 par value |
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MPU |
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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.
Third 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.
On May 31, 2024, the Company, MPU Cayman and MPU
Merger Sub entered into a Third Amended and Restated Agreement and Plan of Merger (the “Third A&R Merger Agreement”),
amending and restating the Second A&R Merger Agreement due to MPU Cayman’s re-designation of its authorized ordinary shares
as Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share shall be entitled to one (1) vote on all matters subject
to vote at general meetings of MPU Cayman, and each Class B ordinary share shall be entitled to fifty (50) votes on all matters subject
to vote at general meetings 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 Class A ordinary share, par value
US$0.001 per share, of MPU Cayman (“MPU Cayman Class A 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
Class A Ordinary Shares.
At the Effective Time,
MPU Cayman will repurchase the one MPU Cayman Class A 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 Third 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 Third
A&R Merger Agreement, the Board of Directors of the Company may exercise its discretion to terminate the Third A&R Merger Agreement,
and therefore abandon the Redomicile Merger, at any time prior to the Effective Time, including after the adoption of the Third A&R
Merger Agreement by the Company’s stockholders.
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, as amended (“Form F-4”), to register the Class A 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.
(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.
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Mega Matrix Corp. |
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|
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By: |
/s/ Yucheng Hu |
|
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Yucheng Hu
Chief Executive Officer |
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Dated: June 3, 2024 |
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Exhibit 2.1
THIRD AMENDED AND RESTATED AGREEMENT AND PLAN
OF MERGER
This THIRD AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 31, 2024, 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 and on December 26, 2023 (collectively the “Original Agreement”), and they now wish to enter into this Third
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 class A ordinary share, par value US$0.001 per share, of MPU
Cayman (a “MPU Cayman Class A 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 cast at a special meeting held for the purpose of approving the Merger (the “Special
Meeting”), 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 Class A 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 Class A 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 Class A Shares of MPU Cayman. Such MPU Cayman Class A 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 Class A Share. MPU Cayman will repurchase the one MPU Cayman Class A 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 Class A Shares.
Section 3.02. Exchange
of MPU Cayman Class A 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 Class A 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 Class A 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 Class A 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 Class
A 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 Class A 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 Class A 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 cast at the Special Meeting.
(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 Class A 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 Class A 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 at the Special Meeting,
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.,
a Delaware corporation
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Mega Matrix Inc.,
a Cayman Islands company
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By: |
/s/ Yucheng Hu |
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By: |
/s/ Yucheng Hu |
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Name: |
Yucheng Hu |
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|
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 |
|
v3.24.1.1.u2
Cover
|
May 31, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
May 31, 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, $0.001 par value
|
Trading Symbol |
MPU
|
Security Exchange Name |
NYSE
|
Entity Emerging Growth Company |
false
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