Correspondence 0001213900-25-008403 from Mega Matrix Inc (MPU)
Mega Matrix Inc
Date: Jan. 30, 2025 · CIK: 0001953021 · Accession: 0001213900-25-008403
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283739
Referenced dates: January 28, 2025
Letter
Via EDGAR Division of Corporation Finance Office of Trade & Services Re: Mega Matrix Inc. Amendment No. 1 to Registration Statement on Form F-3 Filed January 24, 2025 File No. 333-283739
Dear Sir/Madam:
On behalf of Mega Matrix Inc. (the “Company”), we are responding to the Staff’s comment letter dated January 28, 2025, related to the above referenced Registration Statement on Form F-3.
For ease of reference, we have copied the Staff’s comment in italics as indicated below with the Company’s response.
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.
Response: The Company respectfully advises the Staff that Ogier, Cayman counsel to the Company, has updated its opinion to correct the offering amount to USD 250,000,000, and such opinion has been filed as Exhibit 5.1/23.2 to Amendment No. 2 to the Registration Statement as an exhibit-only filing.
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.
Response: The Company respectfully advises the Staff that it has incorporated by reference the Registration Rights Agreement and filed it as Exhibit 10.1 to Amendment No. 2 to the Registration Statement as an exhibit-only filing.
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
January 30, 2025
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
1
filename1.htm
John
P. Yung
2020
West El Camino Avenue, Suite 700
Sacramento,
California 95833
John.Yung@lewisbrisbois.com
Direct:
916.646.8288
January 30, 2025
Via
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Trade & Services
100
F Street NE
Washington,
DC 20549
Re: Mega
Matrix Inc.
Amendment
No. 1 to Registration Statement on Form F-3
Filed
January 24, 2025
File
No. 333-283739
Dear
Sir/Madam:
On
behalf of Mega Matrix Inc. (the “Company”), we are responding to the Staff’s comment letter dated January 28, 2025,
related to the above referenced Registration Statement on Form F-3.
For
ease of reference, we have copied the Staff’s comment in italics as indicated below with the Company’s response.
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.
Response:
The Company respectfully advises the Staff that Ogier, Cayman counsel to the Company, has updated its opinion to correct the offering
amount to USD 250,000,000, and such opinion has been filed as Exhibit 5.1/23.2 to Amendment No. 2 to the Registration Statement as an
exhibit-only filing.
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.
Response:
The Company respectfully advises the Staff that it has incorporated by reference the Registration Rights Agreement and filed it as Exhibit
10.1 to Amendment No. 2 to the Registration Statement as an exhibit-only filing.
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
January 30, 2025
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