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