MPU Mega Matrix Inc

 

As filed with the Securities and Exchange Commission on January 30, 2025

Registration No. 333-283739

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

AMENDMENT NO. 2

TO

FORM F-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

Mega Matrix Inc.

(Exact name of registrant as specified in its charter)

 

Cayman Islands		Not applicable
(State or jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

103 Tampines Street 86 #03-06

The Alps Residences

Singapore 528576

(650) 340-1888

(Address and telephone number of Registrant’s principal executive offices))

 

COGENCY GLOBAL INC.
122 East 42nd Street, 18th Floor
New York, NY 10168
Tel: 212-947-7200

(Name, address, and telephone number of agent for service)

 

Copies to:

 

John P. Yung, Esq.

Daniel B. Eng, Esq.

Lewis Brisbois Bisgaard & Smith LLP

45 Fremont Street, Suite 3000
San Francisco, CA 94105
Telephone No.: (415) 362-2580

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

 

 

 

EXPLANATORY NOTE

 

Mega Matrix Inc. is filing this Amendment No. 2 (the “Amendment”) to its Registration Statement on Form F-3 (File No. 333-283739) as an exhibits-only filing solely to file: (i) an updated opinion and consent of Ogier relating to the primary offering as Exhibits 5.1 and 23.2; and (ii) the form of Registration Rights Agreement relating to the secondary offering as Exhibit 10.1. Accordingly, this Amendment includes only the facing page, this explanatory note, Item 9 of Part II of the Registration Statement, and the signature pages. The remainder of the Registration Statement remains unchanged and has been omitted.

 

 

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 9. Exhibits

 

The following exhibits are filed herewith or incorporated by reference in this prospectus:

 

Exhibit No.		Description
1.1		Form of Underwriting Agreement*
2.1		Agreement and Plan of Merger by and between Mega Matrix Corp. and Mega Matrix Inc. (f/k/a MarsProtocol Inc.), dated December 7, 2022 (Incorporated by reference to Exhibit 2.1 to the MPU DE’s Report on Form 8-K filed with the Commission on December 7, 2022)**
2.2		Amended and Restated Agreement and Plan of Merger by and between Mega Matrix Corp. and Mega Matrix Inc. (f/k/a MarsProtocol Inc.), dated April 14, 2023 (Incorporated by reference to Exhibit 2.1 to the MPU DE’s Report on Form 8-K filed with the Commission on April 17, 2023)**
2.3		Second Amended and Restated Agreement and Plan of Merger by and between Mega Matrix Corp., Mega Matrix Inc. and MPU Merger Sub, Inc., dated December 26, 2023 (Incorporated by reference to Exhibit 2.1 to the MPU DE’s Report on Form 8-K filed with the Commission on December 27, 2023)**
4.1		Form of Warrant Agreement and Warrant Certificate*
4.2		Form of Debt Security*
4.3		Form of Unit Agreement and Unit Certificate*
4.4		Form of Rights, Preferences and Privileges, Preferred Shares*
5.1		Opinion of Ogier (Primary offering)
5.2		Opinion of Ogier (Secondary offering)**
10.1		Form of Registration Rights Agreement, dated August 1, 2024 (Pursuant to Rule 12b-23, incorporated by reference to Exhibit 10.2 to the MPU DE’s Report on Form 8-K filed with the Commission on August 5, 2024)
23.1		Consent of Audit Alliance LLP, Independent Registered Public Accounting Firm**
23.2		Consent of Ogier (included in Exhibit 5.1)
23.3		Consent of Ogier (included in Exhibit 5.2)**
24.1		Power of Attorney (included on the signature page in Part II of this Registration Statement)**
107		Filing Fee Table**

 

*	To be filed, if applicable, by amendment or as an exhibit to a report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.
**	Previously filed.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on January 30, 2025.

 

	Mega Matrix Inc.
	By:	/s/ Yucheng Hu
		Yucheng Hu
		Chief Executive Officer (Principal Executive Officer)

 

Known All Persons By These Presents, that each person whose signature appears below appoints Yucheng Hu and Qin (Carol) Wang, and each of them individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, to sign any amendment (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she may do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of his substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Capacity		Date
/s/ Yucheng Hu		Chairman of the Board, Chief Executive Officer, and President		January 30, 2025
Yucheng Hu		(Principal Executive Officer)
/s/ Qin (Carol) Wang		Chief Financial Officer		January 30, 2025
Qin (Carol) Wang		(Principal Financial and Accounting Officer)
/s/ Junyi Dai		Director		January 30, 2025
Junyi Dai
/s/ Qin Yao		Director		January 30, 2025
Qin Yao
/s/ Siyuan Zhu		Director		January 30, 2025
Siyuan Zhu

 

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Mega Matrix Inc. has signed this registration statement in the City of New York, State of New York, United States, on the January 30, 2025.

 

	Authorized U.S. Representative
	Cogency Global Inc.
		/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice President, on behalf of Cogency Global Inc.

 

 

II-3

 

Exhibit 5.1

 

 

Mega Matrix Inc.		D  +852 3656 6054
		E  nathan.powell@ogier.com
		Reference: NMP/CLE/503979.00001
		30 January 2025

 

Dear Sirs

 

Mega Matrix Inc. (the Company)

 

We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto (the Registration Statement), as filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended to date (the Act). The Registration Statement relates to the offer and sale of securities in the aggregate amount of up to US$250,000,000 (the Offering). The securities (Securities) will include (a) class A ordinary shares with par value of US$0.001 per share of the Company (Class A Ordinary Shares), (b) preferred shares with par value of US$0.001 per share of the Company (Preferred Shares and together with the Class A Ordinary Shares, the Shares) (b) debt securities and convertible debt securities (together, the Debt Securities) to be issued pursuant to the applicable indenture to be entered into by the Company (the Indenture), (c) warrants (Warrants) to purchase securities issuable pursuant to the terms of a warrant agreement to be entered into between the Company and a warrant agent for such Warrants thereunder, if any (the Warrant Document) and (d) units comprising any combination of these securities from time to in one or more offerings (the Units) to be issued under a unit agreement (the Unit Document). The Shares underlying the Warrants and the Units are together referred to hereinafter as the Warrant Shares.

 

Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents (as defined below). The headings herein are for convenience only and do not affect the construction of this opinion.

 

1

Documents examined

 

For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents (the Documents):

 

(a)

the certificate of incorporation of the Company dated 11 October 2022 and the certificate of incorporation on change of name in respect of the Company dated 20 September 2023 issued by the Registrar of Companies of the Cayman Islands (the Registrar);

 

 

Ogier Providing advice on British Virgin Islands, Cayman Islands and Guernsey laws   Floor 11 Central Tower 28 Queen's Road Central Central Hong Kong   T +852 3656 6000 F +852 3656 6001 ogier.com

Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Justin Davis Joanne Collett Dennis Li

Florence Chan* Lin Han† Cecilia Li** Rachel Huang** Yuki Yan** Richard Bennett**‡ James Bergstrom‡ Marcus Leese‡

*    admitted in New Zealand †    admitted in New York **  admitted in England and Wales ‡     not ordinarily resident in Hong Kong

 

 

(b)

the second amended and restated memorandum and articles of association of the Company as adopted by special resolution passed on 30 May 2024 (the Memorandum and Articles);

 

(c)

a certificate of good standing dated 20 January 2025 (the Good Standing Certificate) issued by the Registrar in respect of the Company;

 

(d)

the register of directors and officers of the Company dated 21 May 2024 (the Register of Directors);

 

(e)

a certificate from a director of the Company dated 30 January 2025 as to certain matters of facts (the Director's Certificate);

 

(f)

the written resolutions of all the directors of the Company dated 11 December 2024 approving, inter alia, the Company's filing of the Registration Statement and issuance of the securities (the Board Resolutions); and

 

(g)

the Registration Statement.

 

2

Assumptions

 

In giving this opinion, we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

 

(a)

all original documents examined by us are authentic and complete;

 

(b)

all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

 

(c)

all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;

 

(d)

each of the Good Standing Certificate, the Director's Certificate and the Register of Directors is accurate and complete as at the date of this opinion;

 

(e)

the Memorandum and Articles provided to us are in full force and effect and have not been amended, varied, supplemented or revoked in any respect;

 

(f)

all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

 

(g)

the Board Resolutions remain in full force and effect and have not been, and will not be, revoked, rescinded or amended in any way, and each of the directors of the Company has acted in good faith with a view to;

 

(h)

each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Registration Statement and underlying transaction and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Registration Statement which has not been properly disclosed in the Board Resolutions;

 

 

(i)

neither the directors and shareholders of the Company have taken any steps to wind up the Company or to appoint a liquidator of the Company and no receiver has been appointed over any of the Company’s property or assets;

 

(j)

the Company shall have sufficient number of unissued shares in its authorised share capital at the time of issuance of the Shares and Warrant Shares in connection with the Offering;

 

(k)

the Company shall have duly executed and delivered the Warrants in the draft form as exhibited to the Registration Statement in accordance with the Board Resolutions;

 

(l)

the maximum number of Shares and the Warrant Shares to be issued by the Company would not exceed the Company's authorised share capital and the consideration payable for each Share and each Warrant Share shall be no less than the par value of US$0.001 each;

 

(m)

the Company will duly execute and deliver the underwriting agreement in the draft form as exhibited to the Registration Statement in accordance with the Board Resolutions; and

 

(n)

there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein.

 

3

Opinions

 

On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:

 

Corporate status

 

(a)

The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar under the laws of the Cayman Islands.

 

Authorised Share capital

 

(b)

The authorised share capital of the Company is USD120,000 divided into (i) 100,000,000 class A ordinary shares of par value USD0.001 each, (ii) 10,000,000 class B ordinary shares of par value USD0.001 each and (iii) 10,000,000 Preferred Shares of par value USD0.001 each.

 

Valid Issuance of shares

 

(c)

With respect to the Shares, when:

 

(i)

the board of directors of the Company (the Board) has taken all necessary corporate actions to approve the issuance and allotment of the Shares, the terms of the offering of the Shares and any other related matter;

 

 

(ii)

either (A) the provisions of the applicable definitive purchase, underwriting or similar agreement approved by the Board have been satisfied and payment of the consideration specified therein (being not less than the par value of the Ordinary Shares) has been made, or (B) if such Shares are issuable upon conversion, exchange, redemption, repurchase or exercise of any other security, the terms of such security, the Memorandum and Articles or the instrument governing such security providing for such conversion, exchange, redemption, repurchase or exercise for Shares, as approved by the Board, have been satisfied and the consideration approved by the Board (being not less than the par value of the Shares) received; and

 

(iii)

valid entry has been made in the register of members of the Company reflecting such issuance of Shares, in each case in accordance with the Memorandum and Articles,

 

the Shares will be recognised as having been duly authorised and validly issued, fully paid and non-assessable.

 

Valid issuance of Debt Securities

 

(d)

With respect to the Debt Securities to be issued, when

 

(i)

the Board has taken all necessary corporate action to authorise and approve the creation and terms of the Debt Securities and to approve the issue thereof, the terms of the offering thereof an related matters;

 

(ii)

the Indenture relating to the Debt Securities shall have been duly authorised and validly executed and unconditionally delivered by the Company and all the relevant parties thereunder; and

 

(iii)

the Debt Securities issued thereunder have been duly executed and delivered on behalf of the Company and authenticated in the manner set forth in the applicable Indenture relating to such issue of Debt Securities and delivered against due payment therefor pursuant to, and in accordance with, the terms of the Registration Statement and any relevant prospectus supplement,

 

the Debt Securities issued pursuant to the Indenture will have been duly executed issued and delivered.

 

Valid issuance of Warrants

 

(e)

With respect to the Warrants to be issued, when:

 

(i)

the Board has taken all necessary corporate actions to authorise and approve the creation and terms of the Warrants and to approve the issue thereof, the terms of the offering thereof and related matters;

 

 

(ii)

a Warrant Document relating to the Warrants shall have been duly authorised and validly executed and unconditionally delivered by the Company and the warrant agent thereunder; and

 

(iii)

the certificates representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the Warrant Document relating to the Warrants and the applicable definitive purchase, underwriting or similar agreement approved by the Board upon payment of the consideration therefor provided therein,

 

the Warrants will be duly authorised and validly issued and will constitute legal, valid and binding obligations of the Company.

 

Valid issuance of Units

 

(f)

With respect to each issue of Units, when:

 

(i)

the Board has taken all necessary corporate actions to authorise and approve the creation and terms of the Units and to approve the issue of the Securities which are components thereof, the terms of the offering thereof and related matters;

 

(ii)

a Unit Document relating to the Units shall have been duly authorised and validly executed and unconditionally delivered by the Company and the financial institution designated as unit agent thereunder;

 

(iii)

in respect of any Debt Securities which are components of the Units, the Indenture shall have been duly authorised and validly executed and unconditionally delivered by the Company and all relevant parties thereunder;

 

(iv)

in respect of any Warrants which are components of the Units, a Warrant Document shall have been duly authorised and validly executed and unconditionally delivered by the Company and the warrant agent thereunder, if any, in respect of any Warrants which are components of the Units; and

 

(v)

the Units and any Securities which are components of the Units shall have been duly executed, countersigned, authenticated, issued, registered and delivered (in each case, as and when applicable), in accordance with the provisions of (A) the applicable Unit Document relating to the Units, (B) the applicable Warrant Document relating to any Warrants which are components of the Units, and (C) the applicable definitive purchase, underwriting or similar agreement approved by the Board, and upon payment of the consideration therefor provided therein,

 

the Units will be duly authorised and validly issued and will constitute legal, valid and binding obligations of the Company.

 

 

4

Limitations and Qualifications

 

4.1

We offer no opinion:

 

(a)

as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; or

 

(b)

except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Form F-3, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement and any other agreements into which the Company may have entered or any other documents.

 

4.2

Under the Companies Act (Revised) (Companies Act) of the Cayman Islands annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

 

4.3

In good standing means only that as of the date of this opinion the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company's good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

 

5

Governing law of this opinion

 

5.1

This opinion is:

 

(a)

governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

 

(b)

limited to the matters expressly stated in it; and

 

(c)

confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

 

5.2

Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

 

6

Reliance

 

We hereby consent to the filing of this opinion as an exhibit to the Form F-3.

 

This opinion may be used only in connection with the filing of the Registration Statement.

 

Yours faithfully
/s/ Ogier
Ogier

 

 

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