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
Business Update
Mega Matrix Inc. (the “Company”) is providing a business
update regarding its Digital Asset Treasury (“DAT”) strategy focused on leading stablecoin governance tokens. A slide presentation
entitled “Mega Matrix Inc. DAT Strategy Business Update” is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Successfully implementing this strategy may present organizational
and infrastructure challenges, and the Company may not be able to fully implement or realize the intended benefits of its strategy. There
can be no assurance that the Company will be successful in implementing its new business strategy. In addition, moving to a new business
strategy may result in a loss of established efficiency, which may have a negative impact on the Company’s business. The Company
may also face an increased amount of competition as we attempt to expand and grow its business, which may negatively impact its results
of operations, cash flows and financial condition. The Company intends to provide further updates as material developments occur.
Press Release
On September 4, 2025, the Company issued a press release announcing
the filing of a $2 billion universal shelf registration with the SEC. A copy of the press release is attached hereto as Exhibit 99.2.
Exhibit 99.2 to this report on Form 6-K shall not be deemed “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.
Incorporation by Reference
The section entitled “Business Update” and exhibit 99.1
are incorporated by reference in the registration statements on Form
S-8 (File No. 333-277227), Form
F-3 (File No. 333-283739) and Form S-8 (File No. 333-289715), each as filed with the Securities and Exchange Commission, to the extent not superseded by documents
or reports subsequently filed.
Forward-Looking Statements
This report contains forward-looking statements within the meaning
of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements in this
press release other than statements that are purely historical are forward looking statements. When used in this press release, the words
“estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,”
“propose,” and variations of these words or similar expressions (or the negative versions of such words or expressions) are
intended to identify forward-looking statements. These forward-looking statements are not guarantees for future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are
outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking
statements. Important factors, among others, are the: ability to manage growth; ability to identify and integrate future acquisitions;
ability to grow and expand our FlexTV business; ability to purchase Bitcoin or Ethereum at the price that we want; ability to reinitiate
the ETH staking business, ability to implement the strategic expansion into the stablecoin sector, ability to implement the new business
strategy with a focus on Ethena’s governance token and ability to create value; the regulatory volatility on stable coins and governance
tokens, ability to obtain additional financing in the future to fund capital expenditures and our Bitcoin/Ethereum treasury reserve strategy
and ability to create value; ability to obtain effectiveness of the universal shelf registration and raise capital as contemplated; ;
fluctuations in general economic and business conditions; costs or other factors adversely affecting the Company’s profitability; litigation
involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic
or epidemic; the possibility that the Company may not succeed in developing its new lines of businesses due to, among other things, changes
in the business environment, competition, changes in regulation, or other economic and policy factors; and the possibility that the Company’s
new lines of business may be adversely affected by other economic, business, and/or competitive factors. The forward-looking statements
in this press release and the Company’s future results of operations are subject to additional risks and uncertainties set forth under
the heading “Risk Factors” in documents filed by the Company with the Securities and Exchange Commission (“SEC”),
including the Company’s latest annual report on Form 20-F, filed with the SEC on March 28, 2025, and are based on information available
to the Company on the date hereof. In addition, such risks and uncertainties include the inherent risks with investing in ENA token, Bitcoin
and/or Ethereum, including ENA token’s, Bitcoin’s and Ethereum’s volatility; and risk of implementing a new treasury strategy focusing
on ENA token. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this report.
EXHIBIT INDEX
| Exhibit No. |
|
Description of Document |
| 99.1 |
|
Slide Presentation Entitled “Mega Matrix Inc. DAT Strategy Business Update” |
| 99.2 |
|
Press Release Dated September 4, 2025 Announcing the Filing of A $2 Billion Universal Shelf Registration Statement |
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 4, 2025 |
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