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 2026
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 ☐
Other Events
The Board of Directors of
Mega Matrix Inc. (the “Company”) has been authorized to effect a share consolidation at a ratio of 1 post-split ordinary share
for every 20 pre-split ordinary shares (the “Share Consolidation”). At the effective time of the Share Consolidation, the
authorized share capital of the Company will be reduced and amended from USD1,110,000 divided into 1,000,000,000 class A ordinary shares
of par value USD0.001 each, 50,000,000 class B ordinary shares of par value USD0.001 each, 50,000,000 class C ordinary shares of par value
USD0.001 each, and 10,000,000 preferred shares of par value USD0.001 each to USD1,110,000 divided into 50,000,000 class A ordinary shares
of par value USD0.02 each, 2,500,000 class B ordinary shares of par value USD0.02 each, 2,500,000 class C ordinary shares of par value
USD0.02 each, and 10,000,000 preferred shares of par value USD0.001.
The Share Consolidation and the Fourth Amended and Restated Memorandum
and Articles of Association, both of which will take effect on September 15, 2026, were duly approved by the shareholders of the Company
at an extraordinary general meeting held on September 1, 2026. The Company’s Class A ordinary shares will continue to
be traded on the NYSE American under the symbol “MPU” and will begin trading on a post-consolidation-adjusted basis when the
market opens on September 16, 2026. The CUSIP number for the Company’s ordinary shares following the Share Consolidation will be
G6005C116.
The Share Consolidation is
primarily intended to increase the Company’s per share trading price in order to maintain its listing on NYSE American. Although
no guarantees can be offered, the Company believes that the Share Consolidation will enable the Company to maintain its NYSE American
listing.
The Share Consolidation will
reduce the issue and outstanding number of ordinary shares of the Company’s 62,492,148 pre-consolidation Class A ordinary shares
to approximately 3,124,608 post-consolidation Class A ordinary shares, subject to adjustments for rounding.
A copy of the Fourth Amended
and Restated Memorandum of Association is attached hereto as Exhibit 3.1. A copy of the press release is attached hereto as Exhibit 99.1.
Incorporation by Reference
This report, Exhibit 3.1 and
Exhibit 99.1 to this Form 6-K 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), Form F-3 (File No. 333-290026) and Form S-8 (File No. 333-295194), each
as filed with the Securities and Exchange Commission, to the extent not superseded by documents or reports subsequently filed.
Exhibit Index
| Exhibit |
|
Exhibit Description |
| |
|
|
| 3.1 |
|
Fourth Amended and Restated Memorandum of Association |
| 99.1 |
|
Press Release, dated September 10, 2026 Announcing Share Consolidation of Class A Ordinary Shares |
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 |
| |
Name: |
Yucheng Hu |
| |
Title: |
Chief Executive Officer |
| Dated: September 10, 2026 |
|
|
Exhibit 99.1
Mega Matrix Inc.
Announces Share Consolidation of Class A Ordinary
Shares
Class A Ordinary Shares Will Begin Trading on
a Post-Consolidation Adjusted Basis on
September 16, 2026
SINGAPORE, September 10, 2026 (PRNEWSWIRE) --
Mega Matrix Inc. (NYSE American: MPU or “Company”) today announced that it intends to effect a share consolidation of its
ordinary shares at a ratio of 1 post-split ordinary share for every 20 pre-split ordinary shares (the “Share Consolidation”)
so that every twenty (20) shares issued and outstanding will be combined into one (1) share. The Share Consolidation will become effective
at 4:05 p.m. (New York time) on September 15, 2026 (the “Effective Time”).
The Company’s Class A ordinary shares will
continue to be traded on the NYSE American under the symbol “MPU” and will begin trading on a post-consolidation adjusted
basis when the market opens on Wednesday September 16, 2026. The CUSIP number for the Company’s Class A ordinary shares following
the Share Consolidation will be G6005C116.
At the Effective Time, the authorised share capital
of the Company will be reduced and amended from USD1,110,000 divided into 1,000,000,000 class A ordinary shares of par value USD0.001
each, 50,000,000 class B ordinary shares of par value USD0.001 each, 50,000,000 class C ordinary shares of par value USD0.001 each, and
10,000,000 preferred shares of par value USD0.001 each to USD1,110,000 divided into 50,000,000 class A ordinary shares of par value USD0.02
each, 2,500,000 class B ordinary shares of par value USD0.02 each, 2,500,000 class C ordinary shares of par value USD0.02 each, and 10,000,000
preferred shares of par value USD0.001.
As a result of the Share Consolidation, the number
of issued and outstanding Class A ordinary shares of the Company will be reduced from 62,492,148 pre-consolidation Class A ordinary shares
to approximately 3,124,608 post-consolidation Class A ordinary shares, subject to adjustments for rounding. Outstanding warrants and other
outstanding equity rights will be proportionately adjusted to reflect the Share Consolidation. No fractional shares will be issued as
a result of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation will be rounded
up to the next whole number.
The Share Consolidation is primarily intended to increase the Company’s
per share trading price in order to maintain its listing on NYSE American.
Shareholders holding their shares in book-entry form or in “street
name” (through a broker, bank or other holder of record) will have their shares automatically adjusted to reflect the Share Consolidation.
Shareholders of record may direct questions concerning the Share Consolidation to the Company’s transfer agent, Continental Stock
Transfer & Trust Company.
About Mega Matrix
Inc.: Mega Matrix Inc. (NYSE American: MPU) is a holding company and operates FlexTV, a short-video streaming platform and producer
of short dramas, through Yuder Pte, Ltd., an indirect wholly owned subsidiary of the Company. Mega Matrix Inc. is a Cayman Islands corporation
headquartered in Singapore. For more information, please contact info@megamatrix.io or visit: http://www.megamatrix.io.
Forward-Looking Statements
This press release 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 complete the Share Consolidation; the ability to
increase the trading price of the Company’s class A ordinary shares and maintain its listing on the NYSE American; the ability to
manage growth; the ability to identify and integrate future acquisitions; the ability to grow and expand its main business; the ability
to obtain additional financing in the future to fund capital expenditures; 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 April 16, 2026, as further amended on April 27, 2026, and are based on information available
to the Company on the date hereof. In addition, such risks and uncertainties include the Company’s inability to predict or control
bankruptcy proceedings and the uncertainties surrounding the ability to generate cash proceeds through the sale or other monetization
of the Company’s assets. 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 press release.
Disclosure Channels
The Company announce
material information about the Company and its services and for complying with its disclosure obligation under Regulation FD via the following
social media channels:
| X (f/k/a Twitter): |
twitter.com/MegaMatrixMPU |
| Facebook: |
facebook.com/megamatrixmpu
facebook.com/flextvus |
| LinkedIn: |
linkedin.com/company/megamatrixmpu |
| TikTok: |
tiktok.com/@flextv_english |
| YouTube: |
youtube.com/@FlexTV_English |
The Company will also
use its landing page on its corporate website (www.megamatrix.io) to host social media disclosures and/or links to/from such disclosures.
The information the Company posts through these social media channels may be deemed material. Accordingly, investors should monitor these
social media channels in addition to following its website, press releases, SEC filings and public conference calls and webcasts. The
social media channels that the Company intends to use as a means of disclosing the information described above may be updated from time
to time as listed on its website.
For inquiries, please contact: Info@megamatrix.io
