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 12, 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 |
|
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 | 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 May 12, 2023, Mega Matrix Corp. (the “Company”) issued a press release setting forth certain financial and operational information for the first quarter ended March 31, 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 Statement and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 12, 2023, Announcing Financial and Operational Highlights for First Quarter of 2023 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
1
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: May 12, 2023 | ||
2
Exhibit 99.1
MEGA MATRIX CORP. Announces Financial and Operational Highlights for First Quarter of 2023
PALO ALTO, Calif., May 12, 2023 /Globe Newswire/ -- Mega Matrix Corp. (“MPU” or the “Company”) (NYSE American: MPU), today announced financial results for its first fiscal quarter ended March 31, 2023.
Financial Highlights
| - | The Company had cash and cash equivalents of $8.6 million, and total liquidity (defined as cash equivalents and restricted cash, stable coins and digital assets) of approximately $11.6 million, as of March 31, 2023. Total assets were $12.1 million as of March 31, 2023. Equity attributable to MPU’s shareholders amounted to $13.0 million as of March 31, 2023. |
| - | The Company closed a private placement during the first quarter of 2023, pursuant to which the Company raised gross proceeds of $6.6 million by issuance of 5,079,999 shares of common stock. |
Operational Highlights
| - | Treasury holdings of Ethereum (“ETH”) were 471.2, with a fair market value of approximately $0.4 million as of March 31, 2023. |
| - | The Company explored Solo-Staking by staking 288 ETH to become nine (9) validators to Ethereum to earn ETH rewards and yield. |
| - | On March 1, 2023, Saving Digital Pte. Ltd., the Company’s Singapore subsidiary (“SDP”), and Bit Digital Singapore Pte. Ltd. (“Bit Digital”), entered into a shareholders’ agreement (the “Shareholders Agreement”) with Marsprotocol Technologies Pte. Ltd. (“MTP”), to provide proof-of-stake technology tools for digital assets through the staking platform “MarsProtocol”, an institutional grade non-custodial staking technology. Pursuant to the Shareholders Agreement, SDP will own 60% and Bit Digital will own 40% of MTP. Through the MarsProtocol platform, MTP will seek to provide non-custodial staking tools whereby users’ private keys are not stored in its database to ensure the safety of its users’ digital assets. As of the date of this report, such services will not be available to U.S. residents. Till first quarter ended March 31, 2023, Bit Digital has staked 1056 ETH to become thirty-three (33) validators to Ethereum to earn ETH rewards and yield through the staking technology tools provided by “MarsProtocol”.For more information, please visit http://www.marsprotocol.com. |
Management Commentary
Mr. Yucheng Hu, CEO of Mega Matrix Corp. said “I am delighted to announce that our company has continued to explore Ethereum-related business in the first quarter of 2023 through continuous purchases and solo-staking of Ethereum. This has strengthened our investment and support for Ethereum ecosystem. It is an important attempt for our company in the field of digital currency. 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.