Mega Matrix (NASDAQ: MPU) insiders shift voting power via Class B–C share moves

Rhea-AI Filing Summary

Mega Matrix Inc. reports an internal share reclassification and transfer between senior insiders. On September 2, 2025, Chairman Yucheng Hu requested conversion of 3,123,723 Class B shares into the same number of Class C shares under the company’s memorandum and articles.

Class A shares carry one vote, Class B one hundred votes, and Class C fifty votes per share. On September 3, 2025, Mr. Hu agreed to transfer 2,290,390 Class C shares to director Yaman Demir at par value, subject to board approval. The board approved the conversion and transfer on September 22, 2025, and the transfer agent processed them on September 24, 2025. The Class C shares involved are "restricted securities" under Rule 144, and the transfer relied on exemptions under Section 4(a)(7) and/or Regulation S.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number: 001-42370

MEGA MATRIX INC.

Level 21, 88 Market Street

CapitaSpring

Singapore 048948

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒          Form 40-F ☐

Explanatory Notes

On September 2, 2025, Mr. Yucheng Hu, Chairman of the Board of Directors and a shareholder of Mega Matrix Inc. (the “Company”), submitted a notice of conversion pursuant to the Company’s Third Amended and Restated Memorandum and Articles of Association (“MAA”), requesting to convert 3,123,723 Class B ordinary shares, par value $0.001 per share (“Class B Shares”), into 3,123,723 Class C ordinary shares, par value $0.001 per share (“Class C Shares”) (the “Conversion”). Each Class B Share is convertible into one (1) Class A ordinary share, par value$0.001 (“Class A Share”), or one (1) Class C Share, at the option of the holder. Each Class C Share is convertible into one (1) Class A Share at the option of the holder. Each Class A Share shall be entitled to one (1) vote, each Class B Share shall be entitled to one hundred (100) votes, and each Class C Share shall be entitled to fifty (50) votes.

On September 3, 2025, Mr. Hu entered into a share transfer agreement, pursuant to which he agreed to transfer 2,290,390 Class C Shares to Mr. Yaman Demir, a director of the Company, at par value and as permitted under the MAA (the “Transfer”).

The Conversion and the Transfer were not completed until approved by the Company’s Board of Directors on September 22, 2025, and subsequently processed by the Company’s transfer agent on September 24, 2025.

The Class C Shares issued in connection with the Conversion and the subsequent Transfer were issued as “restricted securities,” as defined in Rule 144(a)(3) under the Securities Act of 1933, as amended. The Transfer was made in reliance on exemptions from registration under Section 4(a)(7) of the Securities Act and/or Regulation S thereunder, as applicable.

Incorporation by Reference

This report shall be deemed to be incorporated by reference in the registration statements on Form S-8 (File No. 333-277227), Form F-3 (File No. 333-283739), Form S-8 (File No. 333-289715), and Form F-3 (File No. 333-290026), and each as filed with the Securities and Exchange Commission, to the extent not superseded by documents or reports subsequently filed.

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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 its behalf by the undersigned, thereunto duly authorized.

	Mega Matrix Inc.
	By:	/s/ Yucheng Hu
		Yucheng Hu
		Chief Executive Officer
Dated: September 24, 2025

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FAQ

What share conversion did Mega Matrix Inc. (MPU) disclose in this 6-K?

Mega Matrix Inc. disclosed that Chairman Yucheng Hu requested conversion of 3,123,723 Class B ordinary shares into 3,123,723 Class C ordinary shares. The conversion was made under the company’s Third Amended and Restated Memorandum and Articles of Association and approved by the board.

How do the Class A, B, and C shares of Mega Matrix Inc. (MPU) differ in voting power?

Each Class A share carries one vote, each Class B share carries one hundred votes, and each Class C share carries fifty votes. Class B shares can convert into Class A or Class C, and Class C shares can convert into Class A, all at the holder’s option.

What share transfer between insiders did Mega Matrix Inc. (MPU) report?

The company reported that on September 3, 2025, Chairman Yucheng Hu agreed to transfer 2,290,390 Class C shares to director Yaman Demir at par value. This transfer was permitted under the company’s memorandum and articles and required board approval.

When were the Mega Matrix Inc. (MPU) share conversion and transfer approved and completed?

The board of directors approved the conversion and transfer on September 22, 2025. The company’s transfer agent then processed both the conversion of Class B into Class C shares and the subsequent transfer of Class C shares on September 24, 2025, completing the transactions.

How were securities law requirements addressed in Mega Matrix Inc. (MPU)’s share transfer?

The Class C shares issued in the conversion and transferred between insiders were designated as “restricted securities” under Rule 144(a)(3) of the Securities Act. The transfer relied on exemptions from registration under Section 4(a)(7) and/or Regulation S, as applicable.

Which Mega Matrix Inc. (MPU) registration statements incorporate this 6-K by reference?

This report is deemed incorporated by reference into Mega Matrix’s registration statements on Form S-8 (File Nos. 333-277227 and 333-289715) and Form F-3 (File Nos. 333-283739 and 333-290026), to the extent not superseded by later filings.