As
filed with the Securities and Exchange Commission on October 25, 2024
File
No. 333-277227
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Mega Matrix Inc.
(As successor
in interest to Mega Matrix Corp.) |
| (Exact
name of registrant as specified in its charter) |
| Caymen
Islands |
|
Not
Applicable |
(State or other jurisdiction
of
incorporation or organization |
|
(I.R.S. Employer
Identification Number) |
103
Tampines Street 86 #03-06
The
Alps Residences
Singapore
|
|
528576 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
AMENDED
AND RESTATED 2021 EQUITY INCENTIVE PLAN
(Full
Title of the Plan)
COGENCY
GLOBAL INC.
122
East 42nd Street, 18th Floor
New
York, NY 10168
(Name
and Address of Agent for Service)
212-947-7200
(Telephone
number, including area code, of agent for service)
Please
send copies of all communications to:
John P. Yung, Esq.
Daniel B. Eng, Esq.
Lewis Brisbois Bisgaard & Smith LLP
45 Fremont Street, Suite 3000
San Francisco, CA 94105
(415) 362-2580
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
Emerging growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to 7(a)(2)(B) of the Securities Act. ☐
Explanatory
Note
The
post-effective amendment (“Post-Effective Amendment”) is being filed with the Securities and Exchange Commission (the “Commission”)
pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), by Mega Matrix Inc., an exempted
company incorporated under the laws of the Cayman Islands (“Company” or “MPU
Cayman”), as the successor to Mega Matrix Corp., a Delaware corporation (“MPU DE”).
On October 8, 2024, MPU Cayman, MPU DE, and MPU Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of MPU Cayman
(“MPU Merger Sub”) effected a redomicile merger (the “Redomicile Merger”). As a result, MPU Merger Sub merged
with and into MPU DE, with MPU DE surviving as a wholly-owned subsidiary of MPU Cayman, pursuant to the Third Amended and Restated Agreement
and Plan of Merger, dated May 31, 2024 (the “Merger Agreement”), which Merger Agreement was approved by MPU DE stockholders
on September 25, 2024. As a result of the Redomicile Merger, each share of MPU DE’s common stock issued and outstanding prior to
October 8, 2024 has been converted into the right to receive one class A ordinary share, par value of $0.001 (“Class A Shares”),
of MPU Cayman. In addition, MPU Cayman has assumed all of MPU DE’s rights and obligations under MPU DE’s stock-based benefit
and compensation plans and programs as part of the Merger Agreement. All rights to purchase or receive, or receive payment based on,
each share of MPU DE’s common stock arising under MPU DE’s equity compensation plans entitles the holder to purchase or receive,
or receive payment based on, as applicable, one Class A Share of MPU Cayman.
This
Post-Effective Amendment pertains to the adoption by the Company of the registration statement on Form S-8 (File No. 333-277227)
filed by MPU DE with the Commission on February 21, 2024 (the “Registration Statement”). The Company hereby expressly adopts
the Registration Statement as its own registration statements for all purposes of the Securities Act and the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). Registration fees were paid at the time of filing of the original Registration
Statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
Company hereby incorporates by reference into this registration statement the following
documents and information previously filed by the Company or MPU DE with the Commission:
| (a) | MPU
DE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 18, 2024
(“Form 10-K”). |
| (b) | MPU
DE’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, filed with the Commission on May 8, 2024 and August 14, 2024, respectively. |
| (c) | MPU
DE’s Current Reports on Form 8-K (excluding Item 7.01) filed with the Commission on May 8, 2024, May 9, 2024, May 14, 2024,
May 22, 2024, June 3, 2024, August 5, 2024, August 14, 2024, August 16, 2024, September 3, 2024, September 10, 2024, September 19, 2024,
and September 26, 2024. |
| (d) | The
description of the Class A Shares included in the section titled “DESCRIPTION OF SHARE CAPITAL OF MPU CAYMAN”, beginning
on page 74 of the proxy statement/prospectus in the registration statement originally filed by the Company with the Commission on April 20, 2023 (File No. 333-271349), including any amendment or report filed for the purpose of updating such description. |
All
documents, reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act, after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
into this registration statement and to be a part hereof from the date of filing of such documents; provided, however, that documents,
reports and definitive proxy or information statement, or portions thereof, which are furnished and not filed in accordance with the
rules of the Commission shall not be deemed incorporated by reference into this registration statement.
Any
statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded
shall not constitute a part of this registration statement, except as so modified or superseded.
Item
4. Description of Securities
Not
applicable.
Item
5. Interests of Named Experts and Counsel
Not
applicable.
Item
6. Indemnification of Directors and Officers
Cayman
Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers
and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such
as to provide indemnification against civil fraud or the consequences of committing a crime.
MPU
Cayman’s articles of association provide that to the extent permitted by law, the Company shall indemnify its existing or former
directors and officers and their personal representatives against all actions, proceedings, costs, charges, expenses, losses, damages
and liabilities incurred or sustained by such director or officer, other than by reason of such person’s own dishonesty , in or
about the conduct of MPU Cayman’s business or affairs or in the execution or discharge of his duties, powers, authorities or discretions,
including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director
or officer in defending (whether successfully or otherwise) any civil, criminal, administrative of investigative proceedings concerning
MPU Cayman or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.
Indemnification
Agreements
MPU
Cayman expects to enter into indemnification agreements with those directors, executive officers and other officers and employees (including
those of its subsidiaries) who had indemnification agreements with MPU DE immediately before the Redomicile Merger. The MPU Cayman indemnification
agreements will be substantially similar to the MPU DE’s existing indemnification agreements and will generally require that MPU
Cayman indemnify and hold an indemnitee harmless to the fullest extent permitted by law for liabilities arising out of the indemnitee’s
current or past association with MPU Cayman, any subsidiary of MPU Cayman or another entity where he or she is or was serving at MPU
Cayman’s request as a director or officer or in a similar capacity that involves services with respect to any employee benefit
plan.
Item
7. Exemption from Registration Claimed
Not
applicable.
Item
8. Exhibits
Item
9. Undertakings.
| A. |
The
undersigned Registrant hereby undertakes: |
| 1. | To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and |
| (iii) | To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement. |
| |
|
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement. |
| |
2. |
That, for the
purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. |
| |
3. |
To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering. |
B. The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hong Kong S.A.R, on October 25, 2024.
| |
Mega
Matrix Inc.,
a
Cayman Islands exempted company |
| |
|
|
| |
By: |
/s/ Yucheng
Hu |
| |
Name: |
Yucheng Hu |
| |
Title: |
Chief
Executive Officer
(Principal
Executive Officer) |
POWER
OF ATTORNEY AND SIGNATURE
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Yucheng Hu and Carol Wang,
and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his
or her name, place and stead, to sign any amendment (including post-effective amendments) to this registration statement (or any other
registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he or she may do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or any of them, or of his or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons
in the capacities and on the date indicated.
| Signature |
|
Capacity |
|
Date |
| |
|
|
|
|
| /s/
Yucheng Hu |
|
Chief Executive Officer,
President and Director |
|
October
25, 2024 |
| Yucheng Hu |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Qin
(Carol) Wang |
|
Chief Financial Officer |
|
October 25, 2024 |
| Qin (Carol) Wang |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Jianan
Jiang |
|
Director |
|
October 25, 2024 |
| Jianan Jiang |
|
|
|
|
| |
|
|
|
|
| /s/ Qin Yao |
|
Director |
|
October 25, 2024 |
| Qin Yao |
|
|
|
|
| |
|
|
|
|
| /s/ Siyuan
Zhu |
|
Director |
|
October 25, 2024 |
| Siyuan Zhu |
|
|
|
|
| |
|
|
|
|
| /s/
Junyi Dai |
|
Director |
|
October 25, 2024 |
| Junyi Dai |
|
|
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant
to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Mega Matrix
Inc. has signed this registration statement in the City of New York, State of New York, United States, on the th day of October 25,
2024.
| |
Authorized U.S. Representative |
| |
|
|
| |
Cogency Global Inc. |
| |
|
| |
|
/s/ Colleen A. De Vries |
| |
Name: |
Colleen A. De Vries |
| |
Title: |
Senior Vice President,
on behalf of Cogency Global Inc. |
II-5
Exhibit 5.1
| Mega Matrix Inc. |
|
D +852 3656 6054 |
| |
E nathan.powell@ogier.com |
| |
|
| |
Reference: NMP/CLE/503979.00001 |
| |
|
|
| |
|
25 October 2024 |
Dear Sirs
Mega Matrix Inc. (the Company)
We have acted as Cayman Islands counsel to the
Company in connection with the Company’s registration statement on Form S-8, including all amendments or supplements thereto (the
Registration Statement), as filed with the United States Securities and Exchange Commission (the Commission) under the United
States Securities Act of 1933, as amended to date (the Act). The Registration Statement relates to the Company’s amended and restated
2021 equity incentive plan (the 2021 Equity Incentive Plan), originally filed by Mega Matrix Corp., a Delaware company (MPU
DE), which covered a total of 1,580,000 shares of common stock of MPU DE and was assumed by the Company after a redomicile merger
consummated on 8 October 2024. After the merger, each issued and outstanding share of MPU DE’s common stock outstanding prior to
8 October 2024 has been converted to the right to receive one class A ordinary share, par value of $0.001 (Class A Ordinary Share),
of the Company. In addition, each outstanding option and warrant exercisable into common stock of MPU DE has been assumed by the Company
under the same terms and conditions. We are furnishing this opinion as Exhibit 5.1 to the Registration Statement.
Unless a contrary intention appears, all capitalised
terms used in this opinion have the respective meanings set forth in the Documents (as defined below). The headings herein are for convenience
only and do not affect the construction of this opinion.
|
Ogier
Providing advice on British Virgin Islands,
Cayman Islands and Guernsey
laws
Floor 11 Central Tower
28 Queen’s Road Central
Central
Hong Kong
T +852 3656 6000
F +852 3656 6001
ogier.com |
Partners
Nicholas Plowman
Nathan Powell
Anthony Oakes
Oliver Payne
Kate Hodson
David Nelson
Justin Davis
Joanne Collett
Dennis Li |
Florence Chan*
Lin Han†
Cecilia Li**
Rachel Huang**
Yuki Yan**
Richard Bennett**‡
James Bergstrom‡
Marcus Leese‡
|
* admitted in New Zealand
† admitted in New York
** admitted in England and Wales
‡ not ordinarily resident in
Hong Kong |
Page 2 of 4
For the purposes of giving this opinion,
we have examined originals, copies, or drafts of the following documents (the Documents):
| (a) | the certificate of incorporation of the Company dated 11 October 2022 and the certificate of incorporation
on change of name in respect of the Company dated 20 September 2023 issued by the Registrar of Companies of the Cayman Islands (the Registrar); |
| (b) | the second amended and restated memorandum and articles of association of the Company as adopted by special
resolution passed on 30 May 2024 (the Memorandum and Articles); |
| (c) | a certificate of good standing dated 16 July 2024 (the Good Standing Certificate) issued by the
Registrar in respect of the Company; |
| (d) | the register of directors and officers of the Company dated 21 May 2024 (the Register of Directors); |
| (e) | a certificate from a director of the Company dated 25 Oct 2024 as to certain matters of facts (the Director’s
Certificate); |
| (f) | the written resolutions of all the directors of the Company dated 30 May 2024 and 24 Oct 2024
approving, inter alia, the Company’s filing of the Registration Statement and issuance of the securities (the Board
Resolutions); |
| (g) | a copy of the 2021 Equity Incentive Plan; and |
| (h) | the Registration Statement. |
In giving this opinion we have relied
upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect
of those assumptions:
| (a) | all original documents examined by us are authentic and complete; |
| (b) | all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals
and those originals are authentic and complete; |
| (c) | all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine; |
| (d) | each of the Good Standing Certificate, the Director’s Certificate and the Register of Directors is accurate
and complete as at the date of this opinion; |
| (e) | the Memorandum and Articles provided to us are in full force and effect and have not been amended, varied,
supplemented or revoked in any respect; |
| (f) | all copies of the Registration Statement are true and correct copies and the Registration Statement conform
in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us
in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated; |
| (g) | the Board Resolutions remain in full force and effect and have not been, and will not be, revoked, rescinded
or amended in any way, and each of the directors of the Company has acted in good faith with a view to; |
| (h) | each of the directors of the Company has acted in good faith with a view to the best interests of the
Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the 2021 Equity Incentive
Plan and no director has a financial interest in or other relationship to a party of the transactions contemplated by the 2021 Equity
Incentive Plan which has not been properly disclosed in the Board Resolutions; |
Page 3 of 4
| (i) | neither the directors and shareholders of the Company have taken any steps to wind up the Company or to
appoint a liquidator of the Company and no receiver has been appointed over any of the Company’s property or assets; |
| (j) | the Company shall have sufficient number of unissued shares in its authorised share capital at the time
of issuance of the shares (the ESOP Shares) under the 2021 Equity Incentive Plan, which plan covers a total of 1,580,000 Class
A Ordinary Shares, in order for it to issue the ESOP Shares without needing to first increase its authorised share capital; |
| (k) | the consideration payable for each ESOP Shares shall be no less than the par value of US$0.001 each; and |
| (l) | there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have
any implication in relation to the opinions expressed herein. |
On the basis of the examinations and
assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion
that:
Corporate
status
| (a) | The Company has been duly incorporated as an exempted company with limited liability and is validly existing
and in good standing with the Registrar under the laws of the Cayman Islands. |
Authorised
Share capital
| (b) | The authorised share capital of the Company is USD120,000 divided into (i) 100,000,000 class A ordinary
shares of par value USD0.001 each, (ii) 10,000,000 class B ordinary shares of par value USD0.001 each and (iii) 10,000,000 Preferred Shares
of par value USD0.001 each. |
Valid Issuance
of Shares
| (c) | The ESOP Shares to be issued under the 2021 Equity Incentive Plan have been duly authorised by all necessary
corporate actions of the Company under the Memorandum and Articles and, upon the issuance and delivery of the ESOP Shares in accordance
with the Memorandum and Articles, the Resolutions and the terms of the 2021 Equity Incentive Plan and once consideration of not less than
the par value is fully paid per ESOP Share in accordance with the 2021 Equity Incentive Plan to the Company, the ESOP Shares will be validly
issued, fully paid and non-assessable. Once the register of members of the Company has been updated to reflect the issuance of the ESOP
Shares, the shareholders recorded in the register of members of the Company will be deemed to have legal title to the shares of the Company
set out against their respective name. |
| 4 | Limitations and Qualifications |
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion,
made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references
in the 2021 Equity Incentive Plan to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman
Islands; or |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or
the validity, enforceability or effect of the Form S-8, the accuracy of representations, the fulfilment of warranties or conditions, the
occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement
and any other agreements into which the Company may have entered or any other documents. |
Page 4 of 4
| 4.2 | Under the Companies Act (Revised) (Companies Act) of the Cayman Islands annual returns in respect
of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay
annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial
Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
| 4.3 | In good standing means only that as of the date of this opinion the Company is up-to-date with
the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing
with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than
the Companies Act. |
| 5 | Governing law of this opinion |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this
opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that
legislation as amended to, and as in force at, the date of this opinion. |
We hereby consent to the filing of
this opinion as an exhibit to the Form S-8.
This opinion may be used only in connection
with the Registration Statement while the 2021 Equity Incentive Plan is effective.
Yours faithfully
Exhibit 23.1
A Top 18 Audit Firm
10 Anson Road, #20-16 International Plaza, Singapore 079903.
UEN: T12LL1223B GST Reg No : M90367663E
Tel: (65) 6227 5428
10 Anson Road #20-16 International Plaza Singapore 079903
Website : www.allianceaudit.com
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in
this Registration Statement of Mega Matrix Inc. (the “Company”) on Post-Effective Amendment No. 1 to Form S-8 of our report
dated March 18, 2024, relating to the consolidated financial statements of Mega Matrix Corp., appearing in its Annual Report on Form 10-K
for the year ended December 31, 2023. Our report includes an explanatory paragraph regarding restatements of previously issued financial
statements.
/s/ Audit Alliance LLP
Singapore
October 25, 2024
Registered Office: 10 Anson Road #20-16 International
Plaza Singapore 079903
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