Correspondence 0001013762-24-003214 from Mega Matrix Inc (MPU)
Mega Matrix Inc
Date: July 31, 2024 · CIK: 0001953021 · Accession: 0001013762-24-003214
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-271349
Referenced dates: July 29, 2024
Letter
Via EDGAR Division of Corporation Finance Office of Crypto Assets Re: Mega Matrix Inc. Amendment No. 5 to Registration Statement on Form F-4 Filed: July 18, 2024 File No.: 333-271349
Dear Sir/Madam:
On behalf of Mega Matrix Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), we are responding to the Staff’s comment letter dated July 29, 2024, related to the above referenced Registration Statement on Form F-4.
For ease of reference, we have copied the Staff’s comments in italics as indicated below with the Company’s responses.
Amendment No. 5 to Form F-4
Risk Factors
Risk Related to Digital Assets
If we hold stable coins, the value of stable coins, page 23
1. We note your response to prior comment 1. We also note your statements here that “[p]reviously and as of March 31, 2024, we held approximately $3.1 million in USDC issued by Circle,” and on pages 31 that “[a]s of March 31, 2024, we held approximately $6.4 million in USDT [and] $3.1 million in USDC,” but as of the date of this proxy statement/prospectus, you own no digital assets or cryptocurrencies. Please revise to disclose how and when you sold the USDC and USDT. Please also revise and reconcile your statement on page 40 that “[c]urrently, all of the Company’s digital assets are stored in hot custodian, Matrix Trust Company Limited,” with your statement on page 25 that you previously used hot custodian, Matrix Trust Company Limited. Please also revise to clarify whether you accept and/or hold crypto assets and, if so, identify the crypto assets that you accept and/or hold.
Response: In response to the Staff’s comment, the Company has revised the relevant risk factors and disclosures to reflect how and when the USDC and USDT were exchanged for U.S. dollars, and that the Company does not intend to acquire, accept, hold and/or use crypto assts. In addition, the Company reconciled it statement regarding the use of Matrix Trust Company Limited as it no longer hold any digital assets.
ARIZONA ● CALIFORNIA ● COLORADO ● CONNECTICUT ● DELAWARE ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA ● KANSAS ● KENTUCKY ● LOUISIANA
MARYLAND ● MASSACHUSETTS ● MINNESOTA ● MISSISSIPPI ● MISSOURI ● NEVADA ● NEW JERSEY ● NEW MEXICO ● NEW YORK ● NORTH CAROLINA
OHIO ● OREGON ● PENNSYLVANIA ● RHODE ISLAND ● TENNESSEE ● TEXAS ● UTAH ● VIRGINIA ● WASHINGTON ● WASHINGTON D.C. ● WEST VIRGINIA
July 31, 2024
Page 2
Please contact me at 916-646-8288, or my partner, Daniel B. Eng, at 415-262-8508, with any questions or further comments regarding the Company’s responses to the Staff’s comments.
Very truly yours,
/s/ John P. Yung
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CORRESP
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filename1.htm
John P. Yung
2020 West El Camino Avenue, Suite 700
Sacramento, California 95833
John.Yung@lewisbrisbois.com
Direct: 916.646.8288
July 31, 2024
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street NE
Washington, DC 20549
Re: Mega Matrix Inc.
Amendment No. 5 to Registration Statement
on Form F-4
Filed: July 18, 2024
File No.: 333-271349
Dear Sir/Madam:
On behalf of Mega Matrix Inc.,
an exempted company incorporated under the laws of the Cayman Islands (the “Company”), we are responding to the Staff’s
comment letter dated July 29, 2024, related to the above referenced Registration Statement on Form F-4.
For ease of reference, we
have copied the Staff’s comments in italics as indicated below with the Company’s responses.
Amendment No. 5 to Form F-4
Risk Factors
Risk Related to
Digital Assets
If we hold stable
coins, the value of stable coins, page 23
1. We note your response to prior comment 1. We also note your statements here that “[p]reviously
and as of March 31, 2024, we held approximately $3.1 million in USDC issued by Circle,” and on pages 31 that “[a]s of March
31, 2024, we held approximately $6.4 million in USDT [and] $3.1 million in USDC,” but as of the date of this proxy statement/prospectus,
you own no digital assets or cryptocurrencies. Please revise to disclose how and when you sold the USDC and USDT. Please also revise and
reconcile your statement on page 40 that “[c]urrently, all of the Company’s digital assets are stored in hot custodian, Matrix
Trust Company Limited,” with your statement on page 25 that you previously used hot custodian, Matrix Trust Company Limited. Please
also revise to clarify whether you accept and/or hold crypto assets and, if so, identify the crypto assets that you accept and/or hold.
Response: In response to
the Staff’s comment, the Company has revised the relevant risk factors and disclosures to reflect how and when the USDC and USDT
were exchanged for U.S. dollars, and that the Company does not intend to acquire, accept, hold and/or use crypto assts. In addition,
the Company reconciled it statement regarding the use of Matrix Trust Company Limited as it no longer hold any digital assets.
ARIZONA
● CALIFORNIA ● COLORADO ● CONNECTICUT ● DELAWARE ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA
● KANSAS ● KENTUCKY ● LOUISIANA
MARYLAND ● MASSACHUSETTS ● MINNESOTA ● MISSISSIPPI ● MISSOURI ● NEVADA ● NEW JERSEY ● NEW MEXICO
● NEW YORK ● NORTH CAROLINA
OHIO ● OREGON ● PENNSYLVANIA ● RHODE ISLAND ● TENNESSEE ● TEXAS ● UTAH ● VIRGINIA ● WASHINGTON
● WASHINGTON D.C. ● WEST VIRGINIA
July 31, 2024
Page 2
Please
contact me at 916-646-8288, or my partner, Daniel B. Eng, at 415-262-8508, with any questions or further comments regarding the Company’s
responses to the Staff’s comments.
Very truly yours,
/s/ John P. Yung
John P. Yung of
LEWIS BRISBOIS BISGAARD & SMITH llp
JPY:dh
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com