[SCHEDULE 13D/A] Mega Matrix Inc SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Clear disclosure of conversion, transfer, and resulting beneficial ownership with vote counts
• Board authorization for the conversion and transfer indicates corporate approval and procedural compliance
• Personal funds were used for the original acquisition, as stated, showing identifiable source of funds

Negative

• Highly concentrated voting power (322,784,350 votes; 65.96% as a single class) which may entrench management
• Transfer to a director increases insider-aligned shareholding that could reduce influence of minority shareholders
• Complex multi-class structure where conversion rights materially affect control outcomes

Insights

Corporate Governance Expert

TL;DR: The filing documents a deliberate consolidation of voting control to maintain management continuity under a multi-class capital structure.

The conversion of Class B to Class C and the subsequent transfer to a director, combined with retained Class B and Class C holdings, yields an aggregate voting bloc controlling 65.96% of votes as a single class. That level of concentrated voting power is material to governance: it secures the reporting person's ability to direct board composition and strategic decisions. The filing discloses use of personal funds for the original acquisition and board approvals for the transactions, which supports procedural formality, but does not mitigate the fundamental entrenchment risk for public minority shareholders.

Securities/Control Transactions Specialist

TL;DR: Transaction mechanics consolidate managerial control and are presented as supporting continuity of execution of strategic plans.

The Schedule 13D amendment details a conversion and a par-value transfer that result in the reporting person beneficially owning 3,763,310 Class A-equivalent shares and holding 322,784,350 votes. The filing explains board authorization for the conversion and transfer and states the transactions aim to enable management to pursue short- and long-term plans without external market influence. From a transaction perspective, the disclosure is specific about share classes, conversion rights, and post-transaction ownership, which is important for investor assessment of control and capital structure implications.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Mega Matrix Inc

(Name of Issuer)

Class A Ordinary Shares, par value $0.001 per share

(Title of Class of Securities)

G6005C108

(CUSIP Number)

Yucheng Hu
Group 7, Yantai Village, Liaoye Town,, Yingshan
Sichuan, F4, 00000000
86 186-8122-7724

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/22/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G6005C108

1

Name of reporting person

Yucheng Hu

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 322,784,350.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 322,784,350.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,763,310.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.74 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes (i) 2,809,977 Class B ordinary shares, par value $0.001 ("Class B Shares"), (ii) 833,333 Class C ordinary shares, par value $0.001 ("Class C Shares"); (iii) 90,000 Class A ordinary shares, par value $0.001 ("Class A Shares") directly owned by Mr. Hu, and (iv) 30,000 Class A Shares, which are expected to vest from restricted stock units ("RSUs") under the Amended and Restated 2021 Equity Incentive Plan within 60 days of this date. Each Class B Share is convertible into one (1) Class A Share at the option of the holder. Each Class C Share is convertible into one (1) Class A Share at the option of the holder. Each Class A Share shall be entitled to one (1) vote, each Class B Share shall be entitled to one hundred (100) votes, and each Class C Share shall be entitled to fifty (50) votes. (2) Percentage calculated based on 55,817,531Class A Shares outstanding, which is the sum of (i) 52,144,221 Class A Shares issued and outstanding as of August 22, 2025, (ii) 30,000 Class A Shares issuable upon the vesting of RSUs on September 30, 2025, (iii) 2,809,977 Class B Shares that may be converted by Mr. Hu into an equivalent number of Class A Shares at holder's sole discretion; and (iv) 833,333 Class C Shares that may be converted by Mr. Hu into an equivalent number of Class A Shares at holder's sole discretion.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value $0.001 per share
(b)	Name of Issuer: Mega Matrix Inc
(c)	Address of Issuer's Principal Executive Offices: Level 21, 88 Market Street, CapitaSpring, SINGAPORE , 048948.
Item 1 Comment: This Amendment No. 3 to Schedule 13D ("Amendment"), relating to the beneficial ownership of Class A ordinary shares, par value $0.001 per share ("Class A Shares"), of Mega Matrix Inc., a Cayman Islands corporation ("Issuer"), amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on October 4, 2021, the Amendment No.1 to the Schedule 13D filed with the SEC on December 13, 2022, and the Amendment No.2 to the Schedule 13D filed with the SEC on December 11, 2024 (as amended, the "Original Schedule 13D") by the Reporting Person, Mr. Yucheng Hu. The Schedule 13D filed with the SEC on October 4, 2021 and the Amendment No.1 to the Schedule 13D filed with the SEC on December 13, 2022 were filed in connection with shares of common stock of Mega Matrix Corp., a Delaware corporation ("MPU DE"). Following the redomicile and merger from MPU DE to Issuer on October 9, 2024, each share of common stock was exchanged for one Class A Share of the Issuer. The Issuer's principal executive offices are located at Level 21, 88 Market Street, CapitaSpring, Singapore 048948, and its phone number is (650) 340-1888.
Item 2.	Identity and Background
(a)	Mr. Yucheng Hu, an individual.
(b)	Mr. Hu's address is Group 7, Yantai Village, Liaoye Town, Yingshan, Sichuan, China.
(c)	Mr. Hu's present principal occupation is the Chief Executive Officer, President, Director and the Chairman of the Board of Directors of the Issuer.
(d)	During the last five years, Mr. Hu has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, Mr. Hu has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Hu is a citizen of the People's Republic of China.
Item 3.	Source and Amount of Funds or Other Consideration
	Issuer is authorized to issue shares totaling US$1,110,000, divided into (i) 1000,000,000 Class A Shares of par value US$0.001 each, (ii) 50,000,000 Class B Shares of par value US$0.001 each; (iii) 50,000,000 Class C Shares of par value USD0.001 each and (iv) 10,000,000 preferred shares of par value US$0.001 each. Class A Shares, Class B Shares and Class C Shares shall at all times vote together as one class on all resolutions submitted to a vote by the shareholders. Each Class A Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Issuer, each Class B Share shall be entitled to one hundred (100) votes on all matters subject to vote at general meetings of the Issuer, and each Class C Share shall be entitled to fifty (50) votes on all matters subject to vote at general meetings of the Issuer. Subject to the memorandum and articles of association and to compliance with all fiscal and other laws and regulations applicable thereto, including the Companies Act (Revised) of the Cayman Islands, and any statutory modification or re-enactment thereof for the time being in force, (i) each Class B Share is convertible into one (1) Class A Share or one (1) Class C Share at the option of the holder thereof at any time after issuance and without the payment of any additional sum, and (ii) each Class C Share is convertible into one (1) Class A Share at the option of the holder thereof at any time after issuance and without the payment of any additional sum. Class A Shares are not convertible into Class B Shares or Class C Shares under any circumstances. On September 2, Mr. Hu submitted a notice of conversion in accordance with the Company's Third Amended and Restated Memorandum and Articles of Association, requesting the conversion of 3,123,723 Class B Shares into 3,123,723 Class C Shares. On September 24, following approval by the Board of Directors, the Company instructed its transfer agent processed such conversion (the "Conversion"). Immediately following the Conversion, Mr. Hu transferred 2,290,390 Class C Shares to Mr. Yaman Demir, a director of the Company, at par value, pursuant to the share transfer agreements and in accordance with the Company's Third Amended and Restated Memorandum and Articles of Association. (the "Transfer') After the Transfer, Mr. Hu beneficially owns 3,763,310 Class A Shares, which consists of (i) 2,809,977 Class A Shares issuable upon the conversion of Class B Shares on a 1:1 basis, (ii) 833,333 Class A Shares issuable upon the conversion of Class C Shares on a 1:1 basis; (iii) 90,000 Class A Shares held by Mr. Hu directly, and (iv) 30,000 Class A Shares, which are expected to vest from RSUs under the Amended and Restated 2021 Equity Incentive Plan within 60 days of this date. Mr. Hu used personal funds to pay the consideration when he initially acquired the Class B Shares.
Item 4.	Purpose of Transaction
	The Conversion and Transfer have been authorized and approved by the Issuer's board on September 1, 2025, and September 22, 2025, respectively, and are intended to support the Issuer's management team's ability to implement a sustainable development strategy to fully integrate the Issuer's strategic objectives. This structure aims to ensure continuity of management, enabling the execution of both short- and long-term business plans without undue influence from external financial market factors, which are often beyond management's control. Mr. Hu is the Chief Executive Officer, Director, and the Chairman of the Board of the Issuer and will from time to time engage in discussions with the Issuer's Board and/or members of the Issuer's management team concerning, without limitation, business, operations, capital structure, governance, management, business plans and strategies of the Issuer. After the Transfer, Mr. Hu beneficially owns 3,763,310 Class A Shares, which consists of (i) 2,809,977 Class A Shares issuable upon the conversion of Class B Shares on a 1:1 basis, (ii) 833,333 Class A Shares issuable upon the conversion of Class C Shares on a 1:1 basis; (iii) 90,000 Class A Shares held by Mr. Hu directly, and (iv) 30,000 Class A Shares, which are expected to vest from RSUs under the Amended and Restated 2021 Equity Incentive Plan within 60 days of this date. As a result, Mr. Hu has a sole voting power of 322,784,350 votes (which includes(i) 280,997,700 votes provided by the Class B Shares voting together as a single class with the Class A Shares, assuming no conversion of Class B Shares, and (ii) 41,666,650 votes provided by the Class C Shares voting together as a single class with the Class A Shares, assuming no conversion of Class C Shares), or 3,763,310 votes (assuming full conversion of the Class B Shares and Class C Shares). Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed below, although the Reporting Person may, at any time and from time to time, review or reconsider the position and/or change the purpose and/or formulate plans or proposals with respect thereto: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) Any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. As of the date hereof, there are 52,144,221 Class A Shares issued outstanding.
(b)	The following table sets forth the number of votes as to which the Reporting Person has (i) the sole power to vote or direct the vote, (ii) shared power to vote or to direct the vote, (iii) sole power to dispose or to direct the disposition, or (iv) shared power to dispose or to direct disposition: Reporting Person Sole Voting Shared Voting Sole Dispositive Shared Power Power Power Dispositive Power Yucheng Hu 322,784,350(1) 322,784,350(1) 3,763,310(2) 3,763,310(2) (1) Represents voting power consisting of (i) 120,000 Class A Shares, including 30,000 Class A Shares, issuable upon vesting of RSUs on September 30, 2025 under the Amended and Restated 2021 Equity Incentive Plan; (ii) 2,809,977 Class B Shares, each of which is entitled to one hundred (100) votes per Class B Share, and (iii) 833,333 Class C Shares, each of which is entitled to fifty (50) votes per Class C Share, reflecting an aggregate voting power of 322,784,350 votes as a single class, or 65.96%. (2) Mr. Hu beneficially owns 3,763,310 Class A Shares, which consists of (i) 120,000 Class A Shares, including 30,000 Class A Shares, issuable upon vesting of RSUs on September 30, 2025 under the Amended and Restated 2021 Equity Incentive Plan, (ii) 2,809,977 Class A Shares, assuming full conversion of the Class B Shares on a 1:1 basis; and (iii) 833,333 Class A Shares, assuming full conversion of the Class C Shares on a 1:1 basis.
(c)	The information contained in Items 3 and 4 are hereby incorporated herein by reference in entirety.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Shares beneficially owned by the Reporting Person.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 3 and Item 4 above is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Yucheng Hu

Signature:	/s/ Yucheng Hu
Name/Title:	Yucheng Hu, an individual
Date:	09/24/2025

FAQ

What change in ownership does the MPU Schedule 13D/A disclose?

The filing discloses conversion of Class B to Class C shares and a transfer of 2,290,390 Class C shares to a director, resulting in the reporting person beneficially owning 3,763,310 Class A-equivalent shares.

How much voting power does the reporting person control after the transactions?

After the conversions and transfer the reporting person controls 322,784,350 votes, representing 65.96% of aggregate voting power as a single class under the issuer's capital structure.

Were the conversion and transfer authorized by the company?

Yes. The filing states the conversion and the transfer were approved by the issuer's board and processed by the transfer agent.

What source of funds was used to acquire the original Class B shares?

The reporting person used personal funds to pay the consideration when initially acquiring the Class B shares, as disclosed in the filing.

Does the filing indicate any planned corporate transactions or changes in management?

The filing explicitly states the reporting person currently has no plans or proposals for transactions such as mergers, asset sales, changes in board composition, or material changes in capitalization, other than the described conversion and transfer.