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 June 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
As previously disclosed, the Board of Directors of Mega Matrix Inc.
(the “Company”) approved the purchase of Bitcoin and/or Ethereum to hold as a treasury reserve asset.
The following section entitled “Use of Proceeds” is
incorporated by reference in the registration statements on Form
S-8 (File No. 333-277227) and on Form
F-3 (File No. 333-283739), each as filed with the Securities and Exchange Commission, to the extent not superseded by documents
or reports subsequently filed.
Use of Proceeds
We intend to use the net proceeds from the sale of Class A Ordinary
Shares to fund our growth plans, for working capital and other general corporate purposes, including the acquisition of Bitcoin and Ethereum
as treasury assets.
Although we intend to use the net proceeds of this offering for the
foregoing purposes, the planned expenditures may change significantly. As a result, our management will have broad discretion in the allocation
of any net proceeds. Pending use of any net proceeds, we may invest any proceeds in a variety of capital preservation instruments, including
short-term, investment-grade, and interest-bearing instruments.
Press Release
A news release announcing the first purchase of Bitcoin is attached
as Exhibit 99.1. The news release referred to in this report and attached as an exhibit hereto shall not be deemed to be “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, and shall not be deemed incorporated by reference into any filings made by the Company under the Securities
Act, or the Exchange Act, except as may be expressly set forth by specific reference in such filing
EXHIBIT INDEX
| Exhibit No. |
|
Description of Document |
| 99.1 |
|
Press Release – Mega Matrix Inc. Announces First Purchase of 12 BTC |
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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|
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By: |
/s/ Yucheng Hu |
| |
|
Yucheng Hu |
| |
|
Chief Executive Officer |
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| Dated: June 25, 2025 |
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