SecProbe.io

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

 November
25, 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.

 Registration
Statement on Form F-3

 Filed
September 4, 2025

 File
No. 333-290026

 Dear Sir/Madam:

 On
behalf of Mega Matrix Inc. (the "Company"), we are responding to the Staff's comment letter dated September 30, 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.

 Registration
Statement on Form F-3
Our Company

 Overview,
page 1

 1. We
 note your disclosure that you have already launched your treasury reserve asset strategy
 using Ethena governance tokens ("ENA") as well as your disclosed existing holdings
 of 40 ETH and 12 BTC. Please expand your disclosure to describe whether you plan on integrating
 cryptocurrencies into your FlexTV operations. If so, please revise to state how you plan
 to treat the cryptocurrency received in connection with business operations, including, if
 applicable, how you plan on using digital assets to support your streaming customers. Lastly,
 please make corresponding changes to your Risk Factors, as appropriate.

 Response:
The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company does not, and will not, have any
plans to integrate cryptocurrencies into its FlexTV operations. The Company does not intend to accept digital assets as payment for FlexTV
services, or otherwise incorporate cryptocurrency into its streaming business model.

 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

 November 25, 2025

 Page 2

 2. We
 note your disclosure that as part of your Digital Asset treasury strategy, you will have significant
 investments in ENA, BTC, ETH, and other Digital Assets. Please expand your disclosure to:

 ● Provide
 a discussion of the material aspects of your treasury strategy and how you intend to generate
 profit through this strategy.

 ● Quantify
 the amount of Digital Assets the company intends to acquire and hold, and in what proportions.
 If the company has not yet identified all of the Digital Assets, disclose when and how the
 company plans to identify the particular Digital Assets it expects to acquire and hold. As
 appropriate, please also update your use of proceeds disclosure accordingly.

 ● Provide
 a discussion of "tokenomics" discussing the past and current supply of the Digital
 Assets you hold or intend to acquire and hold, how they are created, any burn mechanism,
 the amount locked up and the related unlocking schedule, and any inflationary or deflationary
 mechanisms.

 Response:
The Company acknowledges the Staff's comment and respectfully advises the Staff that it has revised the Registration Statement
to provide expanded disclosure regarding its Digital Asset Treasury reserve strategy and related digital asset holdings. Specifically,
the Company has updated its disclosure beginning on page 1 and in the following sections: "Our Company – Overview –
Our Business – Digital Asset Treasury Reserve Strategy," "Our Company – Overview – Our Business –
Our Digital Assets Holdings," "Our Company – Overview – Our Business – Overview of Bitcoin and the Bitcoin
Ecosystem," "Our Company – Overview – Our Business – Overview of Ethereum and the Ethereum Ecosystem,"
"Our Company – Overview – Our Business – Overview of ENA (Ethena Governance Token)," and "Our Company
– Overview – Our Business – Overview of USDe (Ethena Synthetic Dollar)."

 3. Please
 identify the third-party advisors, if any, involved in the execution of your ENA treasury strategy,
 how you determined to retain or engage with them, and describe their various roles and material
 terms of your arrangements with them. In addition, please disclose whether you will be relying
 on third-parties to hold ENAs or any other digital assets you hold or intend to hold in the future,
 such as Bitcoin. In this regard, we note a reference to your intent to use "established custodians,
 including Anchorage and Cactus Wallet," however it is not clear if you currently use such
 custodians.

 Response:
The Company acknowledges the Staff's comment and respectfully advises the Staff that it did not engage any third-party advisors
in connection with the execution of its ENA treasury strategy. The Company currently uses A1 Ltd (Anchorage Digital principal trading
services offered through A1 Ltd.) and Cactus (a Matrixport Group subsidiary) as custodians for its ENA and other digital assets,
including Bitcoin, under standard non-material custody arrangements, and the relevant agreements have been filed with this Registration
Statement.

 4. We
 note your disclosure that you may engage in staking, re-staking or other permitted activities
 that involve the use of smart contracts or decentralized applications as part of your treasury
 management strategy. Please revise to:

 ● Describe
 the material aspects of your plans to stake digital assets that you hold.

 ● Disclose
 your policies and procedures regarding your staking plans. For example, state how much of
 your digital assets you intend to stake, and explain how your agreement with any staking
 provider will operate.

 Response:
The Company acknowledges the Staff's comment and respectfully advises the Staff that it has not staked any digital assets to date
and does not currently have any specific plans to stake its digital assets. The Company will file a Form 6-K to make updates regarding
any staking plans it may adopt in the future and will incorporate such Form 6-K by reference into the registration statement on Form
F-3, as appropriate.

 LEWIS BRISBOIS BISGAARD & SMITH LLP

 www.lewisbrisbois.com

 November 25, 2025

 Page 3

 5. You
 state that as of the date hereof you hold 40 ETH and, as of June 25, 2025, you held 12 BTC. Confirm
 whether these amounts continue to represent all of your current Digital Asset holdings. Clarify
 how you used the proceeds of the offering you closed on July 24, 2025, the proceeds of which you
 disclose "will provide a solid capital foundation for [y]our digital asset treasury strategy."

 Response:
The Company acknowledges the Staff's comment and respectfully advises the Staff that, as of October 12, 2025, it held 8,916,805
ENA tokens and 25 BTC. These amounts represent all of the Company's current digital asset holdings. From the proceeds of the offering
closed on July 24, 2025, the Company allocated approximately $6.06 million to its Digital Asset Treasury strategy, of which approximately
$4.56 million was used to acquire 5,203,582.24 ENA tokens and approximately $1.5 million was used to acquire 13 BTC. The Company has
updated the disclosure accordingly on page 10 of the Registration Statement.

 Digital
Assets have historically experienced, and are expected to continue to experience, high price volatility..., page 13

 6. Please
 revise to include quantitative examples of the historic prices for the Digital Assets that you
 plan to acquire.

 Response:
The Company acknowledges the Staff's comment and respectfully advises the Staff that it has revised the disclosure on page 5
of the Registration Statement to include quantitative examples of historical prices for ENA and BTC, which the Company has acquired and
may continue to acquire as part of its Digital Asset Treasury strategy.

 Risk
Factors

 Risks
Related to our Digital Assets Treasury Reserve Strategy and Staking, page 13

 7. We
 note your risk factor disclosure that addresses the novelty of digital assets and the resulting
 risks, including commercial and technical uncertainty. There or in a new risk factor, please
 revise to enhance your disclosure by describing any material financing, liquidity, or other
 risks you face related to the impact that a crypto asset market disruption may have, directly
 or indirectly, on the value of ENA (including the staked version) or other digital assets
 you hold or intend to hold.

 Response:
In response to the Staff's comments, the disclosure on page 21 has been revised.

 8. We
 note your disclosure that the Company will safeguard its Digital Assets using custodians,
 including Anchorage and Cactus Wallet. Please revise to identify your custodians and disclose
 the material terms of your custody arrangements. Please also file your agreement(s) as exhibits
 to your registration statement if material. In addition, please revise to disclose the scope
 and limitations of the insurance coverage that your custodians provide and discuss whether
 coverage is shared by other custody customers, and whether that could result in the coverage
 being insufficient to compensate you for losses.

 Response:
In response to the Staff's comments, the disclosure on page 7 and 8 has been revised to identify the Company's
custodians, and to disclose the material terms of the custody arrangements and scope and limitations of the insurance coverage, a
copy of the custody agreements have been included as an exhibit.

 LEWIS BRISBOIS BISGAARD & SMITH LLP

 www.lewisbrisbois.com

 November 25, 2025

 Page 4

 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