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): March 30, 2022
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 | MTMT | NYSE American Exchange |
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 March 30, 2022, Mega Matrix Corp. (the “Company”) issued a press release setting forth certain financial and operational information for its fiscal year ended December 31, 2021. 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 |
Exhibit No. |
Description | |
99.1 | Press Release dated March 30, 2022 | |
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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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 30, 2022 |
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Exhibit 99.1
Mega Matrix Announces 2021 Financial Highlights
PALO ALTO, Calif., March 30, 2022 /PRNewswire/ -- Mega Matrix Corp. (f/k/a AeroCentury Corp.) (the “Company”) (NYSE American: MTMT), today announced its financial results for its fiscal year ended December 31, 2021.
Financial Highlights:
● | Net income in the fiscal year of 2021 was $14.7 million as compared to a net loss of $42.2 million in the fiscal year of 2020. |
● | The Company recorded $27.7 million of reorganization gains in the fiscal year of 2021. |
● | The Company adopted fresh start reporting adjustments on October 1, 2021, following its emergence from bankruptcy. |
Yucheng Hu, the Company’s Chief Executive Officer, said: “After the completion of our reorganization, we have been planning and implementing our Metaverse and GameFi business. In October 2021, we incorporated our wholly owned subsidiary, Mega Metaverse Corp. (“MEGA”), through which we launched our GameFi business in the metaverse ecosystem in December 2021. MEGA’s metaverse “alSpace” received its first player registrations during the first week of January 2022, in connection with the initial test-play period for its first mini game “Mano”. To better reflect our expansion into the Metaverse and Gamefi business, we have also changed our name from “AeroCentury Corp.” to “Mega Matrix Corp.”. In connection our name change, the Company is now trading on the NYSE American under our new ticker symbol, “MTMT”. Our goal is to provide the diversification in our revenue streams and to provide potential high growth earnings to our shareholders.”
Fiscal Year 2021 Financial Results
Net income in fiscal year 2021 was $14.7 million as compared to a net loss of $42.2 million in fiscal year 2020.
Revenues and other income decreased by 62% to $6.1 million in the fiscal year of 2021 from $16.2 million in the fiscal year of 2020. The decrease was primarily attributable to a decrease in operating lease revenues as a result of reduced rent income from the sale of aircraft during the fourth quarter of 2020 and the whole year of 2021.
In the fiscal year of 2021, we had total operating expenses of $19.2 million as compared to $62.0 million in fiscal year of 2020, primarily comprised of interest expense, professional fees and administrative expenses, depreciation expenses and impairment in value of aircraft after the assets used to settle the liabilities subject to compromise, less interest expense accrued on the Drake Indebtedness after the Company’s Chapter 11 filing in late March 2021 and the decreased depreciation expenses.
About Mega Matrix Corp.: Mega Matrix Corp. (f/k/a AeroCentury Corp.) is a holding company located in Palo Alto, California with two subsidiaries: Mega Metaverse Corp., a California corporation (“Mega”) and JetFleet Management Corp. a California corporation (“JetFleet”). The Company focuses on its GameFi business through Mega and, to a lesser extent, will continue to focus on third-party management service contracts for aircraft operations through our majority owned subsidiary JetFleet, which was part of our legacy business. For more information, please visit: http://www.mtmtgroup.com.
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 forwardlooking 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 ability to develop a new business in the GameFi industry; the ongoing development of the GameFi industry and the ability of the Company and its subsidiary to continue development of such games; the ability of the Company to continue compliance with the development of applicable regulatory regulations in connection with blockchain, digital asset and the GameFi industry; and the possibility that the Company’s GameFi 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 quarterly reports on Form 10-Q and 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, the Company operates in a competitive and evolving industry in which new risks emerge from time to time, and it is not possible for the Company to predict all of the risks it may face, nor can it assess the impact of all factors on its business or the extent to which any factor or combination of factors could cause actual results to differ from expectations. 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:
Investor Relations:
info@mtmtgroup.com
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MEGA MATRIX CORP.
(formerly “AeroCentury Corp.”)
CONSOLIDATED BALANCE SHEETS
(US Dollar, except for share and per share data, unless otherwise stated)
Successor | Predecessor | |||||||||||
December 31, | September 29, | December 31, | ||||||||||
2021 | 2021 | 2020 | ||||||||||
ASSETS | ||||||||||||
Cash and cash equivalents | $ | 7,380,700 | $ | 10,527,200 | $ | 2,408,700 | ||||||
Accounts receivable | - | - | 256,600 | |||||||||
Finance leases receivable, net | - | 450,000 | 2,547,000 | |||||||||
Aircraft held for lease, net | - | - | 45,763,100 | |||||||||
Property, equipment and furnishings, net | - | - | 14,900 | |||||||||
Office lease right of use, net | - | - | 142,400 | |||||||||
Deferred tax asset | - | - | 1,150,900 | |||||||||
Taxes receivable | 1,235,200 | 1,234,500 | - | |||||||||
Prepaid expenses and other assets | 645,100 | 1,884,400 | 255,300 | |||||||||
Goodwill | 4,688,600 | - | - | |||||||||
Deposit for intangible assets | 1,000,000 | - | - | |||||||||
Assets held for sale | - | 31,149,300 | 40,838,900 | |||||||||
Total assets | $ | 14,949,600 | $ | 45,245,400 | $ | 93,377,800 | ||||||
LIABILITIES AND EQUITY (DEFICIT) | ||||||||||||
Liabilities: | ||||||||||||
Accounts payable and accrued expenses | $ | 2,961,300 | $ | 1,513,700 | $ | 367,700 | ||||||
Accrued payroll | 161,300 | 232,100 | 190,100 | |||||||||
Notes payable and accrued interest, net | - | - | 88,793,200 | |||||||||
Derivative termination liability | - | - | 3,075,300 | |||||||||
Lease liability | - | - | 172,000 | |||||||||
Maintenance reserves | - | - | 2,000,600 | |||||||||
Accrued maintenance costs | - | - | 46,100 | |||||||||
Security deposits | - | - | 716,000 | |||||||||
Unearned revenues | - | - | 1,027,400 | |||||||||
Income taxes payable | 13,700 | 19,600 | 900 | |||||||||
Deferred tax liabilities | - | 114,500 | - | |||||||||
Subscription fee advanced from the Plan Sponsor | - | 10,953,100 | - | |||||||||
Liabilities held for sale | - | - | 14,604,800 | |||||||||
Liabilities subject to compromise | - | 42,029,100 | - | |||||||||
Total liabilities | 3,136,300 | 54,862,100 | 110,994,100 | |||||||||
Commitments and contingencies (Note 12) | ||||||||||||
Equity (deficit): | ||||||||||||
Preferred stock, $0.001 par value, 2,000,000 shares authorized, no shares issued and outstanding | - | - | - | |||||||||
Common stock, $0.001 par value, 40,000,000, 13,000,000 and 10,000,000 shares authorized , 22,084,055, 7,729,420 and 7,729,420 shares outstanding at December 31, 2021, September 29, 2021 and December 31, 2020* | 22,100 | 7,700 | 7,700 | |||||||||
Paid-in capital* | 16,982,700 | 16,811,900 | 16,776,900 | |||||||||
Accumulated deficit | (4,954,400 | ) | (23,399,000 | ) | (31,361,600 | ) | ||||||
Accumulated other comprehensive loss | - | - | (2,000 | ) | ||||||||
12,050,400 | (6,579,400 | ) | (14,579,000 | ) | ||||||||
Treasury stock at cost, 0, 213,332 and 213,332 shares at December 31, 2021, September 29, 2021 and December 31, 2020 | - | (3,037,300 | ) | (3,037,300 | ) | |||||||
Total Mega Matrix Corp. (formerly “AeroCentury Corp.”) stockholders’ equity (deficit) | 12,050,400 | (9,616,700 | ) | (17,616,300 | ) | |||||||
Non-controlling interests | (237,100 | ) | - | - | ||||||||
Total Equity (Deficit) | 11,813,300 | (9,616,700 | ) | (17,616,300 | ) | |||||||
Total liabilities and equity (deficit) | $ | 14,949,600 | $ | 45,245,400 | $ | 93,377,800 |
* | Retrospectively restated to give effect to five for one forward stock split effective December 30, 2021. |
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MEGA MATRIX CORP.
(formerly “AeroCentury Corp.”)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(US Dollar, except for share and per share data, unless otherwise stated)
Successor | Predecessor | |||||||||||
September 30, 2021 through December 31, 2021 | Period from January 1, 2021 through September 29, 2021 | Year ended December 31, 2020 | ||||||||||
Revenues and other income: | ||||||||||||
Operating lease revenue | $ | 540,000 | $ | 5,753,900 | $ | 15,468,100 | ||||||
Maintenance reserves revenue, net | - | - | 221,400 | |||||||||
Finance lease revenue | - | - | 56,200 | |||||||||
Net (loss)/gain on disposal of assets | - | (194,900 | ) | 133,000 | ||||||||
Other income | 900 | 2,700 | 278,000 | |||||||||
540,900 | 5,561,700 | 16,156,700 | ||||||||||
Expenses: | ||||||||||||
Impairment in value of aircraft | - | 4,204,400 | 28,751,800 | |||||||||
Interest | 540,000 | 1,966,700 | 16,819,300 | |||||||||
Professional fees, general and administrative and other | 3,204,600 | 3,708,500 | 4,617,300 | |||||||||
Depreciation | - | 1,176,100 | 7,027,200 | |||||||||
Bad debt expense | 300,000 | 1,147,000 | 1,503,000 | |||||||||
Salaries and employee benefits | 713,600 | 1,441,900 | 2,043,700 | |||||||||
Insurance | 86,200 | 661,600 | 797,600 | |||||||||
PPP Loan forgiveness | - | (279,200 | ) | - | ||||||||
Maintenance | - | 224,100 | 302,000 | |||||||||
Other taxes | - | 76,700 | 103,200 | |||||||||
Loss from operations | 4,844,400 | 14,327,800 | 61,965,100 | |||||||||
Reorganization gains, net | - | 27,738,300 | - | |||||||||
(Loss) Income before income tax provision/(benefit) | (4,303,500 | ) | 18,972,200 | (45,808,400 | ) | |||||||
Income tax provision/(benefit) | (111,800 | ) | 129,800 | (3,564,700 | ) | |||||||
Net (loss) income | $ | (4,191,700 | ) | $ | 18,842,400 | $ | (42,243,700 | ) | ||||
Less: Net loss attributable to non-controlling interests | (237,100 | ) | - | - | ||||||||
Net (loss) income attributable to Mega Matrix Corp. (formerly “AeroCentury Corp.”)’s shareholders | $ | (3,954,600 | ) | $ | 18,842,400 | $ | (42,243,700 | ) | ||||
(Loss) earnings per share: | ||||||||||||
Basic* | $ | (0.18 | ) | $ | 2.44 | $ | (5.47 | ) | ||||
Diluted* | $ | (0.18 | ) | $ | 2.44 | $ | (5.47 | ) | ||||
Weighted average shares used in (loss) earnings per share computations: | ||||||||||||
Basic* | 22,084,055 | 7,729,420 | 7,729,420 | |||||||||
Diluted* | 22,084,055 | 7,729,420 | 7,729,420 | |||||||||
Net (loss) income | $ | (4,191,700 | ) | $ | 18,842,400 | $ | (42,243,700 | ) | ||||
Other comprehensive income (loss): | ||||||||||||
Unrealized losses on derivative instruments | - | - | (575,000 | ) | ||||||||
Reclassification of net unrealized losses on derivative instruments to interest expense | - | 2,600 | 2,318,600 | |||||||||
Tax expense related to items of other comprehensive loss | - | (600 | ) | (374,800 | ) | |||||||
Other comprehensive income | - | 2,000 | 1,368,800 | |||||||||
Total comprehensive (loss) income | (4,191,700 | ) | 18,844,400 | (40,874,900 | ) | |||||||
Less: comprehensive loss attributable to noncontrolling interests | (237,100 | ) | - | - | ||||||||
Total comprehensive (loss) income attributable to Mega Matrix Corp. (formerly “AeroCentury Corp.”)’s shareholders | $ | (3,954,600 | ) | $ | 18,844,400 | $ | (40,874,900 | ) |
* | Retrospectively restated to give effect to five for one forward stock split effective December 30, 2021. |
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