[6-K] Mega Matrix Inc. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Deutsche Bank AG is offering $3.0 million of 5.00% Fixed-Rate Callable Senior Debt Funding Notes maturing on 29 June 2029. The notes are issued at 100% of principal (minimum 99.65% for certain institutional or fee-based accounts) in minimum denominations of $1,000. Interest is paid annually in arrears each 30 June, calculated on a 30/360 basis. The bank may, at its sole discretion and subject to regulatory approval, redeem the notes at par in whole (not in part) on any semi-annual Optional Redemption Date beginning 30 June 2026 and ending 30 December 2028.

The securities are unsecured, unsubordinated senior preferred obligations intended to qualify as eligible liabilities for the EU Minimum Requirement for Own Funds and Eligible Liabilities (MREL). They are not FDIC-insured and carry typical Deutsche Bank credit risk. As bail-in eligible instruments, holders explicitly consent to possible Resolution Measures under EU/ German banking law, including write-down to zero or conversion into equity should the Single Resolution Board deem the bank non-viable.

Key economics

• Issue/Settlement dates: 26 June 2025 / 30 June 2025
• Principal amount: $3,000,000
• Gross proceeds to issuer: $2,994,000 after 0.35% maximum selling concession ($3.50 per note)
• CUSIP/ISIN: 25161FJF6 / US25161FJF62
• No stock-exchange listing; book-entry only via DTC

Primary risks include issuer credit risk, discretionary early redemption, interest-rate reinvestment risk if called, and potential bail-in loss under EU resolution rules. The small size and standard terms make the issuance largely immaterial to Deutsche Bank’s capital structure, but investors should assess whether the 5% fixed coupon adequately compensates for the credit and structural risks.

Positive

• 5.00% fixed coupon offers a moderate spread over comparable 4-year USD benchmarks.
• MREL-eligible status marginally supports Deutsche Bank’s resolution buffer.
• Senior preferred ranking sits above subordinated debt, providing better recovery prospects than capital instruments.

Negative

• Issuer call option from year 1 caps potential upside and introduces reinvestment risk.
• Bail-in/Resolution Measure provisions allow write-down or conversion, elevating structural risk versus traditional senior bonds.
• Unsecured exposure to Deutsche Bank credit without FDIC or other guarantee.
• Illiquidity risk due to small $3 million issue size and no exchange listing.

Insights

Fixed Income Analyst

TL;DR: 5% coupon attractive versus USD swaps, but call option and bail-in clause limit upside.

The 5.00% coupon is roughly 170-190 bp wide of the USD 4-year swap rate (as of late-June 2025), offering reasonable spread for a senior preferred Deutsche Bank exposure. However, the issuer-friendly call commencing in 12 months reduces the yield-to-worst to par call dates, translating to a yield just above 5% if redeemed early. Because the issue is small, secondary liquidity will likely be limited. Credit-wise, Deutsche Bank’s senior preferred debt is rated Baa2/BBB/A-, so the spread is broadly in line with comps. Yet, the BRRD bail-in language means these notes rank ahead of tier-2 but can still be written down or converted, adding non-negligible tail risk. Overall, risk-adjusted return is fair but not exceptional; investors seeking higher certainty of carry may prefer non-call structures.

Bank Capital & Regulation Specialist

TL;DR: MREL-eligible issuance modestly strengthens Deutsche Bank’s loss-absorbing stack; negligible balance-sheet impact.

Because the notes qualify as eligible liabilities under EU MREL rules, they incrementally enhance Deutsche Bank’s resolution buffer with senior preferred paper that can be bailed in ahead of senior unsecured deposits. The $3 million size, however, is de-minimis relative to Deutsche Bank’s €1.3 trillion balance sheet and will not materially affect capital ratios. Regulatory call permissions underscore ongoing supervisory scrutiny. For portfolio managers, the filing signals continued optimization of the funding stack rather than a meaningful change in funding conditions.

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 ☐

Appointment of Executive Director

On June 27, 2025, the Board appointed Mr. Yaman Demir as an executive director of the Board.

Mr. Yaman Demir, age 44, is a seasoned digital asset investor with a proven track record of successful exits across 20+ crypto projects. His investment portfolio spans key sectors including DeFi, NFT infrastructure, Layer1 network and stable coins.

In connection with Mr. Demir’s appointment, the Company entered into a director agreement (the “Demir Agreement”) and a standard indemnification agreement with Mr. Demir on June 27, 2025. Under the Demir Agreement, Mr. Demir will receive compensation in the amount of $5,000 per month, plus reimbursement of expenses. Under the indemnification agreement, the Company agreed to indemnify Mr. Demir against any and all expenses incurred in connection with his service as a director. The foregoing descriptions are merely summaries of the Demir Agreement and the indemnification agreement, and therefore do not purport to be complete and are qualified in entirety by reference to the Director Agreement and indemnification agreement, filed as Exhibits 10.1 and 10.2 respectively to this Form 6-K.

Except as disclosed in this Report, there are no arrangements or understandings with any other person pursuant to which Mr. Demir was appointed as an executive director of the Board of the Company. There are also no family relationships between Mr. Demir and any of the Company’s directors or executive officers. Except as disclosed in this Report, Mr. Demir has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Incorporation by Reference

This report, including exhibits 10.1 and 10.2, shall be deemed to be 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.

EXHIBIT INDEX

Exhibit No.		Description of Document
10.1		Director Agreement Entered into Between the Company and Yaman Demir, dated June 27, 2025
10.2		Form of Standard Indemnification Agreement

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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: June 30, 2025

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FAQ

What interest rate do Deutsche Bank (DB) 2029 callable notes pay?

The notes pay a fixed 5.00% per annum, with interest paid annually on 30 June.

When can Deutsche Bank redeem the 5% senior notes?

Deutsche Bank may call the notes at par on any 30 June or 30 December from 30 June 2026 through 30 December 2028.

Are the DB 5% notes subject to bail-in risk?

Yes. Under EU resolution law, the notes can be written down or converted if Deutsche Bank is deemed non-viable.

What is the minimum investment denomination for the Deutsche Bank 2029 notes?

Notes are issued in $1,000 principal and integral multiples thereof.

Will the 5% Deutsche Bank notes be listed on an exchange?

No. The notes are unlisted and will trade book-entry only through DTC.

How much commission does Deutsche Bank Securities receive on this offering?

Up to $3.50 per note (0.35%), with total maximum commissions of $6,000 on the $3 million issue.