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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

April 5, 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. 2 to

Registration Statement on Form F-4

Filed December 29, 2023

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 February 2, 2024, related to the above referenced Registration Statement on Form F-4. Please note that as of March
5, 2024, the Company ceased all of its activities related to cryptocurrency and is now focusing on its short drama streaming platform
and related business. As such, the Registration Statement on Form F-4 has been revised to focus on this new business and operations.

For ease of reference, we
have copied the Staff’s comments in italics as indicated below with the Company’s responses.

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.”.

RESPONSE: In response to Staff’s comments, the Company has removed reference to “crypto assets,”
“crypto currency” and “digital currency.” In addition, the Company has defined the term “digital assets”
and clarified the that “cryptocurrencies” is a type of “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

April 5, 2024

Page 2

2. Please revise to include a separate vote for each material change to the Restated Memorandum and Articles
of Association.

RESPONSE: The Company has removed Proposal 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.”

RESPONSE: In response to the Staff’s comments, the Company has removed all references
that it is considering and evaluating other crypto-related businesses as it is now solely focusing on its short drama streaming platform
and related business.

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.

RESPONSE: In response to Staff’s comments, the Company respectfully submits that the
Network Security Agreement is not material as the Company engaged Vision Ace Limited to provide customary network security services for
its normal business operations.

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.

RESPONSE: In response to Staff’s comments, the Company submits that it believes that
the Company’s 30% investment in MarsLand is not material to its operations since the Company’s total investment amounted to
only $300,000. Should MarsLand fail to operate its business in compliance with the federal securities always and rules and regulations
thereunder and/or the rules and regulations of the jurisdiction in which it operation, such failure would have minimal impact on the Company’s
financial condition and operations.

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

April 5, 2024

Page 3

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.

RESPONSE: In response to the Staff’s comments, the Company revised its disclosures related
to crypto related services and business as it is now solely focusing on its short drama streaming platform and related business. The Company
confirms that MPU did not provide any crypto related services outside of Singapore.

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.’”

RESPONSE: In response to the Staff’s comment, the Company has updated the financial
data to the year ended December 31, 2023 and revised on page 32 to disclose the method and costs acquiring 3,102.40 ETH.

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.

RESPONSE: In response to Staff’s comments, the Company removed reference that it discontinued the Mano game
and the alSpace platform due to regulatory challenges.

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

April 5, 2024

Page 4

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

RESPONSE: In response to the Staff’s comments, the Company has revised its disclosures
related to solo-staking as it ceased all of its crypto-related operations and is now solely focusing on its short drama streaming platform
and related business.

10. We note your response to prior comment 23. Please revise to explain and quantify the “cactus
fees” charged by Matrixport Cactus.

RESPONSE: In response to the Staff’s comment, the Company has revised on page 33 to state that “The
Company’s staking expenses are primarily service fees charged by Matrixport Cactus Custody (“cactus fees”)”, and
to quantify the cactus fees for the years ended December 31, 2023 and 2022.

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.

RESPONSE: In response to the Staff’s comment, the Company has revised it disclosures to avoid using the term
“stable cryptocurrencies”.

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.

RESPONSE: In response to Staff’s comments, the Company submits that it has ceased crypto-related operations.
However, the Company may, from time to time, accept stablecoins as consideration for its shares and/or payment for its services. In addition,
the Company may continue to purchase USDC and/or USDT so that it can purchase ETH more efficiently. When we purchase USDC and/or USDT,
the Company record at unit price of US$1.0 because USDC and USDT are both pegged to U.S. Dollar. The Company does not plan to loan or
pledge any of its cryptocurrencies or provide its cryptocurrencies as collateral for any loan or similar arrangement. Please see page
23.

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

April 5, 2024

Page 5

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 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.

RESPONSE: In response to Staff’s comments, the Company submits that it has ceased crypto-related operations,
including accessing the services from Marsland. The Company revised its disclosures related the Marsland as follows:

“On April 25, 2023, SDP invested
$300,000 in MarsLand Global Limited (“MarsLand”), a BVI company and held 30% interest in MarsLand. The other shareholders
of MarsLand are non-affiliates. MarsLand will provide staking services to institutional clients such as Bit Digital. On July 1, 2023,
MarsLand and SDP entered into a Master Right of Use and Services Agreement for a term of 12 months, pursuant to which MarsLand commits
to use commercially reasonable efforts to provide SDP access to the Right of Use, including the use of Node(s) as mutually agreed, exclusively
for SDP’s business purposes. In return, SDP will compensate MarsLand with a certain percentage of Net Revenue (as defined in the
agreement), which percentage will be mutually agreed upon periodically. Fees could be made in U.S. dollars, USDC, USDT or ETH. Either
party has the right to terminate by providing a 30-day advance notice. Further, SDP has successfully applied for and registered the trademark
“MarsProtocol” in Singapore and has entered into a trademark license agreement with MarsLand authorizing MarsLand the right
to use the MarsProtocol trademark in connection with its staking as a service (“StaaS”) business. SDP was conducting Ethereum
solo-staking in Singapore, but the Company decided to focus entirely on its short drama streaming platform business, and as of March 5,
2024, it has ceased its solo-staking activities.”

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.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosures on page 25.

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.

RESPONSE: In
                                            response to the Staff’s comment, the Company has updated its financial data
                                            to the year ended December 31, 2023 and 2022, and labeled “As Restated” for December
                                            31, 2022 Consolidated Statements of Cash Flows on page F-6. The Company’s auditor has
                                            dual dated their opinion for the error corrections.

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

April 5, 2024

Page 6

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.

RESPONSE: In response to the Staff’s comment, the Company has omitted the 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.

RESPONSE: In response to the Staff’s comment, the Company has updated the financial
information data to the years ended December 31, 2023 and 2022, and the Company did not present the successor and predecessor in the financial
statements.

Note 3. Summary
of Principal Accounting Policies

Stablecoins,
page F-12

18. We acknowledge your response to prior comment 2