SecProbe.io

December 30, 2024
Carol Wang
Chief Financial Officer
Mega Matrix Inc.
103 Tampines Street 86 #03-06
The Alps Residences
Singapore 528576
Re:Mega Matrix Inc.
Registration Statement on Form F-3
Filed December 11, 2024
File No. 333-283739
Dear Carol Wang:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            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.
Registration Statement on Form F-3
General
1.We note that you are registering the offer and sale of debt securities. Please file a form
of indenture as an exhibit to the registration statement. Refer to Questions 201.02 and
201.04 of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations.
Additionally, please either file a Form T-1 or, if you are relying on Section 305(b)(2)
of the Trust Indenture Act, annotate the exhibit index to indicate such intention
and include the undertaking contained in Item 512(j) of Regulation S-K.

December 30, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services