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 June 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 filesor will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F           Form40-F 

 

 

 

 

 

Explanatory Notes

 

As previously disclosed, the Board of Directors of Mega Matrix Inc.(the “Company”) approved the purchase of Bitcoin and/or Ethereum to hold as a treasury reserve asset.

 

The following section entitled “Use of Proceeds” isincorporated by reference in the registration statements on FormS-8 (File No. 333-277227) and on FormF-3 (File No. 333-283739), each as filed with the Securities and Exchange Commission, to the extent not superseded by documentsor reports subsequently filed.

 

Use of Proceeds

 

We intend to use the net proceeds from the sale of Class A OrdinaryShares to fund our growth plans, for working capital and other general corporate purposes, including the acquisition of Bitcoin and Ethereumas treasury assets.

 

Although we intend to use the net proceeds of this offering for theforegoing purposes, the planned expenditures may change significantly. As a result, our management will have broad discretion in the allocationof any net proceeds. Pending use of any net proceeds, we may invest any proceeds in a variety of capital preservation instruments, includingshort-term, investment-grade, and interest-bearing instruments.

 

1

 

Press Release

 

A news release announcing the first purchase of Bitcoin is attachedas Exhibit 99.1. The news release referred to in this report and attached as an exhibit hereto shall not be deemed to be “filed”for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject tothe liabilities of that section, and shall not be deemed incorporated by reference into any filings made by the Company under the SecuritiesAct, or the Exchange Act, except as may be expressly set forth by specific reference in such filing

 

EXHIBIT INDEX

 

Exhibit No.   Description of Document
99.1   Press Release – Mega Matrix Inc. Announces First Purchase of 12 BTC

 

2

 

SIGNATURES

 

Pursuant to the requirements of the SecuritiesExchange 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
    Yucheng Hu
    Chief Executive Officer
     
Dated: June 25, 2025    

 

 

 

3

 

 

Exhibit 99.1

 

Mega Matrix Inc. Announces First Purchase of10 BTC

 

Singapore, June 25, 2025 (PR NEWSWIRE) -- Mega Matrix Inc. (“MPU”or the “Company”) (NYSE American: MPU), today announced the purchase of 12 Bitcoins as part of its treasury strategy at an averageprice of approximately $105,554 per Bitcoin (inclusive of fees and expenses), since the end of May. 

 

Yucheng Hu, Chief Executive Officer of MPU, commented, “Our acquisitionof Bitcoins is an execution of our strategic decision to adopt BTC as a treasury reserve asset, reinforcing our commitment to diversificationand value creation.”

 

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 moreinformation, please contact info@megamatrix.io or visit: http://www.megamatrix.io.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaningof the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements in thispress 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) areintended to identify forward-looking statements. These forward-looking statements are not guarantees for future performance, conditionsor results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which areoutside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-lookingstatements. 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 obtain additionalfinancing in the future to fund capital expenditures and our Bitcoin/Ethereum treasury reserve strategy and ability to create value; fluctuationsin general economic and business conditions; costs or other factors adversely affecting the Company’s profitability; litigation involvingpatents, 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 thebusiness environment, competition, changes in regulation, or other economic and policy factors; and the possibility that the Company’snew lines of business may be adversely affected by other economic, business, and/or competitive factors. The forward-looking statementsin this press release and the Company’s future results of operations are subject to additional risks and uncertainties set forth underthe 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 availableto the Company on the date hereof. In addition, such risks and uncertainties include the inherent risks with investing in Bitcoinand/or Ethereum, including Bitcoin’s and Ethereum’s volatility; and risk of implementing a new treasury strategy. The Companyundertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events orotherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on forward-looking statements, whichspeak only as of the date of this press release.

 

 

 

Disclosure Channels

 

We announce material information about the Company and its servicesand for complying with our 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 we post through these socialmedia channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following ourwebsite, press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a meansof disclosing the information described above may be updated from time to time as listed on our website.

 

For inquiries, please contact: Info@megamatrix.io

 

SOURCE: Mega Matrix Inc.