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United States securities and exchange commission logo
February 2, 2024
Yucheng Hu
Chief Executive Officer
Mega Matrix Inc.
103 Tampines Street 86 #03-06
The Alps Residences
Singapore 528576
Re:Mega Matrix Inc.
Amendment No. 2 to
Registration Statement on Form F-4
Filed December 29, 2023
File No. 333-271349
Dear Yucheng Hu:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 5, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-4
General
1.We note your response to prior comment 1 and also note the addition of references to
“cryptocurrencies” throughout the prospectus. Please revise to remove references to
“crypto assets,” “crypto currency” and “digital currency” on pages 18, 19, 43 and F-13.
Please also revise to define and clarify the distinction between “cryptocurrencies” and
“digital assets.”
2.Please revise to include a separate vote for each material change to the Restated
Memorandum and Articles of Association.

 FirstName LastNameYucheng Hu
 Comapany NameMega Matrix Inc.
 February 2, 2024 Page 2
 FirstName LastName
Yucheng Hu
Mega Matrix Inc.
February 2, 2024
Page 2
Summary
The Redomicile Merger
Mega Matrix Corp.
Saving Digital Pte. Ltd., page 1
3.We note your response to prior comment 6. Your statement in your response letter that
you are not currently considering or evaluating any other crypto-related businesses
contradicts your disclosure on page F-8 that you "intend to use SDP to explore other
crypto related business in Singapore." Please revise or advise. In addition, please revise to
describe "[y]our international corporate strategy." In this regard, we note your disclosure
on page 3 that you believe that the Redomicile Merger will allow you to "more closely
align [y]our structure with [y]our international corporate strategy."
Recent Developments, page 1
4.We note your disclosure on page 1 that on June 5, 2023 you entered into a Network
Security Service Agreement with Vision Ace Limited. Please revise to summarize here the
material terms of your agreement and the network security services you provide, and, in
your Business of the Company section, revise to provide a detailed description of the
material terms of this agreement and the security services you provide. Also file this
agreement as an exhibit to your registration statement or tell us why you believe you are
not required to do so.
Our Market and Industry, page 2
5.We note your disclosure on page 2 that "[d]ue to . . . actions taken by the SEC . . ., you
decided to suspend your StaaS business, and on July 1, 2023, [you] stopped providing
non-custodial staking tools to third parties."  However, we note that you hold a 30%
interest in MarsLand which has a StaaS business.  Please revise your risk factors section
to address the risks associated with your investment in MarsLand should it fail to operate
its business in compliance with the federal securities laws and the rules and regulations
thereunder and/or the rules and regulations of the jurisdictions in which it operates.
Background and Reasons for the Redomicile Merger, page 3
6.We note your response to prior comment 9. Please reconcile your response that you have
not provided any crypto related services outside of Singapore or in any other
jurisdictions with your statement here and throughout the prospectus that your current
business and operations are almost all (emphasis added) conducted outside of the United
States.

 FirstName LastNameYucheng Hu
 Comapany NameMega Matrix Inc.
 February 2, 2024 Page 3
 FirstName LastName
Yucheng Hu
Mega Matrix Inc.
February 2, 2024
Page 3
Management's Discussion and Analysis
Corporate Developments, page 27
7.We note your response to prior comment 17. Please revise to disclose the method and
costs for acquiring 2,967.95 ETH that you purchased "for the purpose of exploring
Ethereum staking opportunities following the transaction by Ethereum on September 15,
2022 from proof-of-work (PoW) to a proof-of-stake (PoS) consensus mechanism referred
to as the 'Merge.'"
Segment and Related Information, page 29
8.We note your response to prior comment 11 and re-issue in part. Please reconcile your
statements on pages 15, 28 and 33 that you discontinued the Mano game and the alSpace
platform due to business reasons with your statements on pages 29, 31, F-3, F-8, F-27, F-
46 and F-51 that you discontinued the Mano game and the alSpace platform due to
regulatory challenges.
Business of the Company
Crypto-Related Business
Saving Digital Pte. Ltd., page 43
9.We note your response to prior comment 4. Please revise to clarify whether your
Ethereum staking occurs exclusively through Marsland or whether you also operate your
own node. To the extent that you operate your own node, please provide a comprehensive
breakeven analysis for your Ethereum staking operations that compares the cost to earn
one Ethereum with the market value of one Ethereum and that identifies and explains all
relevant inputs. In addition, please provide disclosure that addresses the costs of staking
through Marsland relative to the price of Ethereum.
10.We note your response to prior comment 23. Please revise to explain and quantify the
“cactus fees” charged by Matrixport Cactus.
11.We note your response to prior comment 19. Please reconcile your references to “stable
cryptocurrencies” here and on page 28 with your usage of the term “stablecoin”
throughout the rest of the prospectus.
12.We note your response to prior comment 12 and your revised disclosure that you plan to
hold and transact in ETH, USDC and USDT. Please revise to clarify the circumstances
under which you acquired or plan to acquire USDC and/or USDT, how you calculate the
prices at which you acquire USDC and/or USDT, and whether you have plans to loan or
pledge any of your crypto assets or provide your crypto assets as collateral for any loan or
similar arrangement.
13.We note your response to prior comment 5. Please revise to describe the material terms of
your agreement with MarsLand for staking services, including the term of the agreement,
the termination provisions of the agreement, the specific services that MarsLand provides

 FirstName LastNameYucheng Hu
 Comapany NameMega Matrix Inc.
 February 2, 2024 Page 4
 FirstName LastName
Yucheng Hu
Mega Matrix Inc.
February 2, 2024
Page 4
to you, the fees you pay to MarsLand, including whether you pay in cash or ETH, when
and how MarsLand transfers your ETH to you and how MarsLand holds the ETH earned
as rewards prior to transferring the ETH to you. In addition, please disclose the material
terms of your license agreement with MarsLand, including the term of the license and the
termination provisions of the agreement.
Custodial Practices, page 44
14.We note your response to prior comment 25 and re-issue in part. Please revise your
disclosure to reflect your response that 100% of your digital assets are held in
Matrixport’s hot wallet. Please revise to include appropriate risk factor disclosure
addressing the risks of utilizing hot wallets. Please also revise to describe the criteria you
used in selecting Matrixport as custodian.  In addition, disclose whether Matrixport has an
insurance policy for the crypto assets it custodies, and, if so, the degree to which it covers
your crypto assets, disclose whether your crypto assets are held in segregated accounts
such that they are segregated from the property of Matrixport and the assets of other
Matrixport customers and discuss the risks of the loss of your crypto assets in the event of
the insolvency or bankruptcy Matrixport.
Index to Financial Statements
Audited Financial Statements for the Years Ended December 31, 2022 and 2021, page F-1
15.We acknowledge your response to prior comment 26.  Please revise your next amendment
to address the following related to your corrections of errors:
•Label each impacted financial statement "As Restated."  In this regard, label your
December 31, 2022 Consolidated Statements of Cash Flows "As Restated";
•Label the December 31, 2022 balance sheet presented with your interim financial
statements "As Restated;" and
•Have your auditors dual date their opinion for the error corrections.
16.Your heading on the Index to Financial Statements still references the periods "For the
Three and Six Months Ended June 30, 2023 and 2022."  Please revise your next
amendment to reference the correct interim period.
Notes to Consolidated Financial Statements
General, page F-8
17.We note that you still include the black line separating Predecessor and Successor periods
between two Successor periods in various footnotes, specifically footnotes 12, 13, 14, and
18.  Please revise your next amendment to properly reflect the black line between the
Predecessor and Successor periods.

 FirstName LastNameYucheng Hu
 Comapany NameMega Matrix Inc.
 February 2, 2024 Page 5
 FirstName LastName
Yucheng Hu
Mega Matrix Inc.
February 2, 2024
Page 5
Note 3. Summary of Principal Accounting Policies
Stablecoins, page F-12
18.We acknowledge your response to prior comment 28. Please address the following:
•Tell us whether you have a Circle Mint account with Circle Internet Financial, LLC
(Circle) and can redeem one USDC for one U.S. dollar directly from Circle; and
•Revise your policy statement to indicate how you measure and account for USDC
both initially and subsequently as your statement that you account for USDC as a
financial instrument does not provide this information. In this regard, to the extent
you apply the fair value option under ASC 825-10-25-1, disclose that fact and how
you then measure USDC at acquisition and during each reporting period.
Digital Assets, page F-13
19.We note your response to prior comments 8 and 30.  Please address the following:
•You disclose on page 19 that MatrixPort Cactus Custody is your principal market, on
page F-13 that Matrixport Cactus is your principal market, and on page F-43 that
CoinMarketCap is your principal market. Address this inconsistency in your next
amendment by clearly and consistently disclosing your principal market throughout
the document; and
•Tell us the meaning and relevance of Matrixport Cactus as being "selected by the
U.S. government" as disclosed on pages F-13 and F-43. In addition, remove these
references as it is unclear how any such "selection" is relevant to the principal market
determination under ASC 820-10.
20.We note your response to prior comment 29. Please revise your disclosure to specifically
indicate that digital assets awarded through your GameFi and solo-staking business are
noncash operating activities included in your statements of cash flows consistent with
your response.
21.Please revise your disclosure to clarify that you classify your digital assets as current
assets because you reasonably expect to sell or exchange these assets within one year
consistent with your September 8, 2023 response to comment 59 in our May 24, 2023
letter.
Revenue from Solo-Staking Business, page F-15
22.We continue to evaluate your response to comment 31 and may have further comments.

 FirstName LastNameYucheng Hu
 Comapany NameMega Matrix Inc.
 February 2, 2024 Page 6
 FirstName LastName
Yucheng Hu
Mega Matrix Inc.
February 2, 2024
Page 6
Notes to Unaudited Condensed Consolidated Financial Statements
Note 2. Summary of Principal Accounting Policies
Revenue Recognition
Revenue from provision of staking technology tools, page F-45
23.We note your response to prior comment 33 and re-issue. Please reconcile your statement
here that “[c]ommencing in March 2023, the Company, through MTP, provides its
customers with proof-of-stake technology tools for digital assets through the staking
platform ‘MarsProtocol’” with your disclosures elsewhere that MTP ceased
providing non-custodial staking tools to third parties as of July 2023.
            Please contact David Irving at 202-551-3321 or Mark Brunhofer at 202-551-3638 if you
have questions regarding comments on the financial statements and related matters. Please
contact Lulu Cheng at 202-551-3811 or Sonia Bednarowski at 202-551-3666 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       John P. Yung