SEC Comment Letter 0000000000-25-000895 to Mega Matrix Inc (MPU)
Mega Matrix Inc
Date: Jan. 28, 2025 · CIK: 0001953021 · Accession: 0000000000-25-000895
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File numbers found in text: 333-283739
Letter
January 28, 2025 Carol Wang Chief Financial Officer Mega Matrix Inc. 103 Tampines Street 86 #03-06 The Alps Residences Singapore 528576 Re:Mega Matrix Inc. Amendment No. 1 to Registration Statement on Form F-3 Filed December 11, 2024 File No. 333-283739 Dear Carol Wang: We have reviewed your amended 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. Amendment No. 1 to Registration Statement on Form F-3 General 1.We note that the Primary Offering prospectus cover page relates to the offer and sale of securities in the aggregate amount of up to $250,000,000. However, Exhibit 5.1 only opines on the offer and sale of securities in the aggregate amount of up to $200,000,000. Please advise or revise. 2.We note you are registering a Secondary Offering of Class A Ordinary Shares to be sold by certain selling shareholders "under the terms of a registration rights agreement." Please file this agreement as an exhibit to the registration statement or, if applicable, incorporate it by reference into the exhibit index. Refer to Item 9(a) of Form F-3.
January 28, 2025 Page 2 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
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January 28, 2025
Carol Wang
Chief Financial Officer
Mega Matrix Inc.
103 Tampines Street 86 #03-06
The Alps Residences
Singapore 528576
Re:Mega Matrix Inc.
Amendment No. 1 to Registration Statement on Form F-3
Filed December 11, 2024
File No. 333-283739
Dear Carol Wang:
We have reviewed your amended 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.
Amendment No. 1 to Registration Statement on Form F-3
General
1.We note that the Primary Offering prospectus cover page relates to the offer and sale
of securities in the aggregate amount of up to $250,000,000. However, Exhibit 5.1
only opines on the offer and sale of securities in the aggregate amount of up to
$200,000,000. Please advise or revise.
2.We note you are registering a Secondary Offering of Class A Ordinary Shares to be
sold by certain selling shareholders "under the terms of a registration rights
agreement." Please file this agreement as an exhibit to the registration statement or, if
applicable, incorporate it by reference into the exhibit index. Refer to Item 9(a) of
Form F-3.
January 28, 2025
Page 2
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