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Amendment to Schedule 13D reports a conversion and share transfer that changed the reporting person's share composition and voting power. The filing discloses that the reporting person converted Class B shares into Class C shares and transferred a portion of Class C shares to a company director. After these actions the reporting person beneficially owns 3,763,310 Class A-equivalent shares and controls 322,784,350 votes, representing 65.96% of aggregate voting power as a single class under the issuer's multi-class structure. The filing states the reporting person originally acquired the Class B shares using personal funds and explains the conversions and transfer were approved by the board to support management continuity and execution of the issuer's strategic objectives.
Mega Matrix Inc. provides a business update on its Digital Asset Treasury strategy, focusing on leading stablecoin governance tokens as part of a new business direction. The company warns that executing this strategy could bring organizational and infrastructure challenges, potential loss of existing efficiencies, and increased competition that may affect results, cash flows and financial condition. Mega Matrix also notes a press release announcing the filing of a $2 billion universal shelf registration with the SEC. Extensive forward-looking statements highlight risks tied to expanding new business lines, growing its FlexTV and Ethereum staking activities, purchasing Bitcoin and Ethereum, concentrating on Ethena’s governance token, and navigating regulatory volatility in stablecoins and governance tokens.
Mega Matrix Inc. discloses a range of material risks tied to its exposure to digital assets. The filing warns that declines in user and investor confidence, large-holder dispositions, market manipulation, negative publicity, competition from other digital assets, and stablecoin failures can reduce digital asset prices and hurt the company. Operational risks include trading venue disruptions, custodial insolvency, transaction congestion, mining economics and technological threats to blockchain cryptography. The company acknowledges possible partial or total loss of digital assets not covered by insurance, reputational harm, data privacy breaches, and significant regulatory, legal and financial exposure.
Mega Matrix Inc. reports a major update to its digital asset treasury strategy. The board has approved shifting the company’s digital asset treasury reserve to focus on a stablecoin governance token as its primary treasury asset, moving away from a prior approach centered on holding Bitcoin and Ethereum and conducting self-staking through third-party providers. Management cautions that executing this new strategy could bring organizational and infrastructure challenges, possible loss of established efficiency, and greater competition, which may affect business performance, cash flows and financial condition. The company highlights numerous risks around regulation, digital asset price volatility, financing needs, and the success of new business lines, and states it will provide further updates as material developments occur.
Mega Matrix Inc. filed a Form S-8 to register shares for its 2025 Equity Incentive Plan. The filing incorporates the company's 2024 Annual Report on Form 20-F filed March 28, 2025, and multiple Form 6-K submissions through August 15, 2025. Exhibits listed include the 2025 Equity Incentive Plan, forms of restricted share and RSU award agreements, Cayman counsel opinion, auditor consent, powers of attorney, and a filing fee table. The document is signed and dated August 19, 2025 by the CEO and board members.
Mega Matrix Inc. filed a Form 6-K describing actions from its Extraordinary General Meeting held in Singapore on August 15, 2025. Shareholders approved, by special resolution, a Third Amended and Restated Memorandum and Articles of Association, which became effective the same day.
The company also prepared an updated description of its securities to reflect the revised rights and privileges under the new charter. Both the amended charter (Exhibit 3.1) and the updated securities description (Exhibit 4(vi)) are attached and are deemed incorporated by reference into existing Form S-8 and Form F-3 registration statements.