SecProbe.io

CORRESP
 1
 filename1.htm

 Mega Matrix Inc.

 Level 21, 88 Market Street

 CapitaSpring

 Singapore 048948

 January 13, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Mega Matrix Inc.

 Registration Statement on Form F-3 (No. 333-290026)

 Request for Acceleration

 Requested Date:
 January 15, 2026

 Requested Time:
 5:00 p.m. Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned, Mega Matrix Inc., hereby requests that the effective date of its Registration Statement on
Form F-3 (File No. 333-290026) be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on January 15, 2026,
or as soon thereafter as practicable.

 If you have any questions regarding this request,
please call our counsel John P. Yung at (916) 646-8288 or Daniel Eng at (415) 262-8508.

 Very Truly Yours,

 Mega Matrix, Inc.

 By:
 /s/ Yucheng Hu

 Name:
 Yucheng Hu

 Title:
 CEO

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 30, 2025

Yucheng Hu
Chief Executive Officer
Mega Matrix Inc
Level 21, 88 Market Street
CapitaSpring
Singapore, 048948

 Re: Mega Matrix Inc
 Registration Statement on Form F-3
 Filed September 4, 2025
 File No. 333-290026
Dear Yucheng Hu:

 We have conducted a limited review of your 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.

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.
 September 30, 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.
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.
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.
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."
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.
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
 September 30, 2025
Page 3

 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.
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.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at
202-551-
3264 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: John Yung
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 MEGA MATRIX INC.

 Level 21, 88 Market Street

 CapitaSpring

 Singapore 048948

 September 15, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Mega Matrix Inc.
Withdraw of Request For Acceleration Registration Statement on Form F-3 (No. 333-290026)

 Ladies and Gentlemen:

 Mega Matrix, Inc. hereby withdraws its request
for acceleration dated September 12, 2025, with respect to its Registration Statement on Form F-3 (File No. 333-290026).

 If you have any questions regarding this request,
please call our counsel John P. Yung of Lewis Brisbois at (916) 646-8288.

 Very Truly Yours,

 Mega Matrix Inc.

 By:
 /s/ Carol Wang

 Name:
 Carol Wang,

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 MEGA MATRIX INC.

 Level 21, 88 Market Street

 CapitaSpring

 Singapore 048948

 September 12, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Mega Matrix Inc.

 Registration Statement on Form F-3 (No. 333-290026)

 Request for Acceleration

 Requested Date:
 September 15, 2025

 Requested Time:
 4:30 p.m. Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned, Mega Matrix Inc., hereby requests that the effective date of its Registration Statement on Form
F-3 (File No. 333-290026) be accelerated so that the same will become effective at 4:30 p.m., Eastern Time, on September 15, 2025, or
as soon thereafter as practicable.

 If you have any questions regarding this request,
please call our counsel John P. Yung of Lewis Brisbois at (916) 646-8288.

 Very Truly Yours,

 Mega Matrix Inc.

 By:
 /s/ Carol Wang

 Name:
 Carol Wang,

 Title:
 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 11, 2025

Yucheng Hu
Chief Executive Officer
Mega Matrix Inc
Level 21, 88 Market Street
CapitaSpring
Singapore, 048948

 Re: Mega Matrix Inc
 Registration Statement on Form F-3
 Filed September 4, 2025
 File No. 333-290026
Dear Yucheng Hu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas Nalbantian at 202-551-7470 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: John Yung
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

MEGA MATRIX INC.

103 Tampines Street 86 #03-06

The Alps Residences

Singapore 528576

January 31, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Rucha Pandit

    Re:
    Mega Matrix Inc.

    Registration Statement on Form F-3 (No. 333-283739)

    Request for Acceleration

    Requested Date:
    February 4, 2025

    Requested Time:
    4:30 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act
of 1933, as amended, the undersigned, Mega Matrix Inc., hereby requests that the effective date of its Registration Statement on Form
F-3 (File No. 333-283739) be accelerated so that the same will become effective at 4:30 p.m., Eastern Time, on February 4, 2025, or as
soon thereafter as practicable.

If you have any questions regarding this request, please
call our counsel John P. Yung of Lewis Brisbois at (916) 646-8288.

    Very Truly Yours,

    Mega Matrix Inc.

    By:
    /s/ Carol Wang

    Name:
    Carol Wang,

    Title:
    Chief Financial Officer

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

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

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 3, 2025

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.

Registration Statement on Form F-3

Filed December 11, 2024

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 December 30, 2024, 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

General

1.   We
note that you are registering the offer and sale of debt securities. Please file a form of indenture as an exhibit to the registration
statement. Refer to Questions 201.02 and 201.04 of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations. Additionally,
please either file a Form T-1 or, if you are relying on Section 305(b)(2) of the Trust Indenture Act, annotate the exhibit index
to indicate such intention and include the undertaking contained in Item 512(j) of Regulation S-K.

Response: The Company respectfully advises the Staff that the Trust
Indenture Act of 1939 (“TIA”) will not impact the issuance of the debt securities registered under this registration statement.
As disclosed on page 37 in the “Description of Debt Securities” section, the Company has specified that, in no case, shall
the amount of debt securities issued under an indenture exceed an aggregate principal amount outstanding of $10,000,000 at any one time
during a 36-month period. Accordingly, such securities are exempt from registration under Section 304(a)(9) of the TIA and Rule 4a-3
promulgated thereunder.

Additionally, on page 37, the Company has disclosed that, if required
to register a trust indenture under the TIA, it will not proceed with the financing under this registration statement. Therefore, no trust
indenture is required to be filed, and the requirements of the TIA, including filing Form T-1 or complying with Item 512(j) of Regulation
S-K, do not apply to this offering.

    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 3, 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

December 30, 2024
Carol Wang
Chief Financial Officer
Mega Matrix Inc.
103 Tampines Street 86 #03-06
The Alps Residences
Singapore 528576
Re:Mega Matrix Inc.
Registration Statement on Form F-3
Filed December 11, 2024
File No. 333-283739
Dear Carol Wang:
            We have conducted a limited review of your 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.
Registration Statement on Form F-3
General
1.We note that you are registering the offer and sale of debt securities. Please file a form
of indenture as an exhibit to the registration statement. Refer to Questions 201.02 and
201.04 of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations.
Additionally, please either file a Form T-1 or, if you are relying on Section 305(b)(2)
of the Trust Indenture Act, annotate the exhibit index to indicate such intention
and include the undertaking contained in Item 512(j) of Regulation S-K.

December 30, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
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Mega Matrix Inc.

103 Tampines Street 86 #03-06

The Alps Residences

Singapore 528576

August 9, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: LuLu Cheng

    Re:
    Mega Matrix Inc.

    Registration Statement on Form F-4 (File No. 333-271349)

Request for Acceleration

Requested Date: August 13, 2024

Requested Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date of its Registration Statement on Form F-4,
as amended, (File No. 333-271349) be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on August 13, 2024,
or as soon thereafter as is practicable.

If you have any questions regarding this request,
please contact our counsel John Yung of Lewis Brisbois Bisgaard & Smith LLP at (916) 646-8288.

    Very Truly Yours,

    Mega Matrix Inc.

    By:
    /s/ Yucheng Hu

    Name:
    Yucheng Hu

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

Mega
Matrix Inc.

103
Tampines Street 86 #03-06

The
Alps Residences

Singapore
528576

August
8, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
LuLu Cheng

Re: Mega
Matrix Inc.

Registration
Statement on Form F-4 (File No. 333-271349)

Withdrawal
of Request for Acceleration

Ladies
and Gentlemen:

The
undersigned hereby respectfully requests that the Company’s letter of acceleration submitted on August 7, 2024, requesting that
its Registration Statement on Form F-4, as amended, (File No. 333-271349) be accelerated to become effective at 5:00 p.m., Eastern Time,
on August 9, 2024, be withdrawn.

If
you have any questions regarding this request, please contact our counsel John Yung of Lewis Brisbois Bisgaard & Smith LLP at (916)
646-8288.

  Very
Truly Yours,

  Mega
Matrix Inc.

  By:
  /s/ Yucheng Hu

  Name:
  Yucheng Hu

  Title:
  Chief Executive Officer

CORRESP
1
filename1.htm

August 7, 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. 6 to Registration Statement
on Form F-4

Filed: July 31, 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 August 5, 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.

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

August 7, 2024

Page 2

Amendment No. 6 to Registration Statement on
Form F-4

Risk Factors

Risk Related to
Digital Assets

If we hold stable
coins, that may expose us..., page 23

 1. We note your response to prior comment 1, and your disclosures
throughout that “[f]rom March 2024 through June 2024, [you] started the process of exchanging all of USDC and USDT to U.S. dollars
through Matrixport (emphasis added).” We also note your disclosure on page 34 that “in May 2024, management decided not to
hold Ethereum (ETH) and has since sold all of its ETH.” Please revise your disclosure to confirm, if true, that you have completed
the process of exchanging all USDC, USDT and ETH to U.S. dollars, and the timing of each such completion. In addition, please revise
to disclose the gross proceeds received for the conversion of each of USDC, USDT and ETH to U.S. dollars.

Response

The Company has revised
the disclosure on page 23 and through out the prospectus, to state “As of May 5, 2024, management decided not to hold ETH and
converted all of its remaining 200 ETH into 635,864 USDT through Matrixport. As of May 6, 2024, we completed the process of
converting all ETH into USDT, and we currently do not hold any ETH. In March 2024, we started the process of exchanging all of our
USDC and USDT into U.S. dollars through Matrixport, and as of June 21, 2024, we have completed the process of converting all of our
USDC and USDT into U.S. dollars. From March 2024 through June 2024, the gross proceeds that we received for the conversion of our
USDC and USDT into U.S. dollars were $1,498,150 and $12,287,013, respectively. We currently do not own any USDC, USDT or ETH, and we
do not anticipate that we will acquire, accept, hold, or use digital assets or cryptocurrencies in the future”.

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

CORRESP
1
filename1.htm

Mega Matrix Inc.

103 Tampines Street 86 #03-06

The Alps Residences

Singapore 528576

August 7, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: LuLu Cheng

 Re: Mega Matrix Inc.

Registration Statement on Form F-4 (File No. 333-271349)

Request for Acceleration

Requested Date: August 9, 2024

Requested Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date of its Registration Statement on Form F-4,
as amended, (File No. 333-271349) be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on August 9, 2024,
or as soon thereafter as is practicable.

If you have any questions regarding this request,
please contact our counsel John Yung of Lewis Brisbois Bisgaard & Smith LLP at (916) 646-8288.

    Very Truly Yours,

    Mega Matrix Inc.

    By:
    /s/ Yucheng Hu

    Name:
    Yucheng Hu

    Title:
    Chief Executive Officer

August 5, 2024
Yucheng Hu
Chief Executive Officer
Mega Matrix Inc.
103 Tampines Street 86 #03-06
The Alps Residences
Singapore 528576
Re:Mega Matrix Inc.
Amendment No. 6 to Registration Statement on Form F-4
Filed July 31, 2024
File No. 333-271349
Dear Yucheng Hu:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe the 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. Unless we note otherwise,
any references to prior comments are to comments in our July 29, 2024 letter.
Amendment No. 6 to Registration Statement on Form F-4
Risk Factors
Risk Related to Digital Assets
If we hold stable coins, that may expose us..., page 23
1.We note your response to prior comment 1, and your disclosures throughout that "[f]rom
March 2024 through June 2024, [you] started the process  of exchanging all of USDC and
USDT to U.S. dollars through Matrixport ( emphasis added )." We also note your
disclosure on page 34 that "in May 2024, management decided not to hold Ethereum
(ETH) and has since sold all of its ETH."  Please revise your disclosure to confirm, if true,
that you have completed the process of exchanging all USDC, USDT and ETH to U.S.
dollars, and the timing of each such completion.  In addition, please revise to disclose the
gross proceeds received for the conversion of each of USDC, USDT and ETH to U.S.
dollars.

August 5, 2024
Page 2
            Please contact David Irving at 202-551-3321 or Mark Brunhofer at 202-551-3638 if you
have questions regarding comments on the financial statements and related matters. Please
contact Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:John P. Yung

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

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

July 29, 2024
Yucheng Hu
Chief Executive Officer
Mega Matrix Inc.
103 Tampines Street 86 #03-06
The Alps Residences
Singapore 528576
Re:Mega Matrix Inc.
Amendment No. 5 to
Registration Statement on Form F-4
Filed July 18, 2024
File No. 333-271349
Dear Yucheng Hu:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe the 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. Unless we note otherwise,
any references to prior comments are to comments in our July 9, 2024 letter.
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
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 1.

July 29, 2024
Page 2
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.
            Please contact David Irving at 202-551-3321 or Mark Brunhofer at 202-551-3638 if you
have questions regarding comments on the financial statements and related matters. Please
contact Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:John P. Yung

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

July 18, 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. 4 to Registration Statement on Form F-4

    Filed:
    June 6, 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 9, 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. 4 to Form F-4

Risk Factors

Risk Related to
Digital Assets, page 23

 1. We note your response to prior comment 3 and your statement that “management decided not
                                                                                to hold ETH and has since sold all of its ETH. However, the Company may continue to hold USDC and/or USDT, and will continue to
                                                                                accept and use USDC and USDT as it would like any other currencies.” Please revise to clarify the circumstances under which
                                                                                you will accept and use USDC and/or USDT. We also note references throughout the prospectus to “digital assets” and
                                                                                “cryptocurrencies” that you hold. Please revise to clarify, if true, that the only cryptocurrencies or digital assets
                                                                                that you will continue to hold will be USDC and/or USDT.

Response

As of the date hereof, the
Company does not own, and in the future does not anticipate it will own, any digital assets or cryptocurrencies including USDT and USDC.

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 18, 2024

Page 2

The Company has revised the
registration statement to update this disclosure.

Notes to Consolidated
Financial Statements

Note 1. Organization
and Principal Activities, page F-7

 2. We note your response to prior comment 7. We note the disclosure that you “will substantially
de-emphasize [your] solo staking activities” is still included on page F-8. Please revise your next amendment, to clearly indicate
that you ceased your staking activities and decided to dispose your Ethereum holdings or advise otherwise.

Response: In response to the
Staff’s comment, the Company has revised Note 1 to the financial statements on page F-8 to indicate that it has ceased its staking
activities and decided to dispose all of its Ethereum holdings.

Notes to Unaudited
Condensed Consolidated Financial Statements

Note 12. Operating
Segments, page F-45

 3. We note your disclosure on page 37 that you recognized
revenue from other countries of $ 3,181,100 in the three months ended March 31, 2024. Please revise your next amendment to include the
disclosure requirements in ASC 280-10-50-41 related to geographic information.

Response: In response to
the Staff’s comment, the Company has revised Note 12 to the financial statements on page F-45 to include disclosure on
operations by geographical area in accordance with ASC 280-10-50-41.

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

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

July 9, 2024
Yucheng Hu
Chief Executive Officer
Mega Matrix Inc.
103 Tampines Street 86 #03-06
The Alps Residences
Singapore 528576
Re:Mega Matrix Inc.
Amendment No. 4 to
Registration Statement on Form F-4
Filed June 6, 2024
File No. 333-271349
Dear Yucheng Hu:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our April 29, 2024 letter.
Amendment No. 4 to Form F-4
Risk Factors
Risk Related to Digital Assets, page 23
1.We note your response to prior comment 3 and your statement that "management decided
not to hold ETH and has since sold all of its ETH. However, the Company may continue
to hold USDC and/or USDT, and will continue to accept and use USDC and USDT as it
would like any other currencies." Please revise to clarify the circumstances under which
you will accept and use USDC and/or USDT. We also note references throughout the
prospectus to "digital assets" and "cryptocurrencies" that you hold. Please revise to
clarify, if true, that the only cryptocurrencies or digital assets that you will continue to
hold will be USDC and/or USDT.

July 9, 2024
Page 2
Notes to Consolidated Financial Statements
Note 1. Organization and Principal Activities, page F-7
2.We note your response to prior comment 7.  We note the disclosure that you "will
substantially de-emphasize [your] solo staking activities" is still included on page F-8.
Please revise your next amendment, to clearly indicate that you ceased your staking
activities and decided to dispose your Ethereum holdings or advise otherwise.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 12. Operating Segments, page F-45
3.We note your disclosure on page 37 that you recognized revenue from other countries of
$3,181,100 in the three months ended March 31, 2024. Please revise your next
amendment to include the disclosure requirements in ASC 280-10-50-41 related to
geographic information.
            Please contact David Irving at 202-551-3321 or Mark Brunhofer at 202-551-3638 if you
have questions regarding comments on the financial statements and related matters. Please
contact Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

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

June 6, 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. 3 to

Registration Statement on Form F-4

Filed April 5, 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 April 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. 3 to Form F-4

Summary

The Redomicile Merger

Mega Matrix Corp.

Corporate History, page 1

 1. We note your response to prior comment 13. Please revise to clarify, in light of the cessation of your
solo-staking activities, the status of the Master Right of Use and Services Agreement between MarsLand and SDP, including whether the
agreement has been terminated and whether there are amounts payable under the agreement. In this regard, we note that fees payable under
the agreement may be made in U.S. dollars, USDC, USDT or ETH.

 RESPONSE: We respectfully advise Staff that the Company has terminated the Master Right of Use and Services Agreement
between MarsLand and SDP. As of March 31, 2024, the Company did not have any amounts payable due to SDP. Please see amended disclosures
on page 2.

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

June 6, 2024

Page 2

Background and Reasons
for the Redomicile Merger, page 3

 2. We note your response to prior comment 3 and re-issue in part. Please revise to describe your “international
corporate strategy.” In this regard, we note your disclosure that you believe the Redomicile Merger will allow you to “more
closely align [y]our structure with [y]our international corporate strategy.”

 RESPONSE: We respectfully advise Staff that in March 2024, the management of the Company has made the strategic
decision to terminate the solo-staking business and focus on short drama streaming platform development. FlexTV is available in more than
100 countries. The Company participate in production, primarily in English and our production teams film in various locations including,
but not limited to, United States, Mexico, Australia, Thailand, and Philippines. We will continue to expand our international markets
and collaborate with local partners in each major market. Please see amended disclosures on page 3.

Risk Factors

Risk Related to Digital Assets, page
23

 3. We note your response to prior comment 12. Please revise to clarify the circumstances under which you
“may, from time to time, accept stablecoins as consideration for [your] shares and/or payment for [your] services.... [or] may continue
to purchase USDC and/or USDT so that [you] can purchase ETH more efficiently.” In this regard, we note your disclosures throughout
that you have ceased solo-staking activities as of March 5, 2024.

 RESPONSE: We respectfully advise Staff that management of the Company has decided not to
                                                               hold Ethereum (ETH) and has since sold all of its ETH. However, the Company may continue to hold USDC and/or USDT and may accept
                                                               USDC and USDC from its investors and use such stablecoins to pay service providers. Please see amended disclosures on pages 23, 32
                                                               and 34.

We are subject to risks related to
holding cryptocurrencies, page 24

 4. We note your response to prior comment 14 and re-issue in part. Please revise to address:

 ● The risks of storing all of your digital assets with a hot custodian;

 ● The risks of loss of your crypto assets in the event of Matrixport’s insolvency or bankruptcy; and

 ● Whether your crypto assets custodied with Matrixport are held in segregated accounts such that they
are segregated from the property of Matrixport and the assets of other Matrixport customers.

 RESPONSE: We respectfully advise the Staff that the Company has amended the disclosure on
page 26 to address the above.

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

June 6, 2024

Page 3

Management’s Discussion and Analysis

Corporate Developments, page 32

 5. We note your response to prior comment 19 and your recognition of MatrixPort Cactus Custody as your
principal market. Please revise your next amendment to remove reference to CoinMarketCap on page 33 as your pricing source for solo staking
revenues, or advise otherwise.

 RESPONSE: We respectfully advise the Staff that the Company has amended the disclosure on page 33 to address the
above.

Proposal No. 1 Adoption of the Merger Agreement

The Redomicile Merger

MPU Cayman Amended and Restated Memorandum and Articles of Association,
page 57

 6. We note your response to prior comment 2 and the removal of Proposal 2. In light of your disclosure
that there are material differences between provisions of MPU Cayman’s Memorandum and Articles of Association and Cayman Islands
law, and the Company’s Certificate of Incorporation, Bylaws and Delaware law, and attachment of the amended and restated charter
as Annex B, please explain how you intend to adopt MPU Cayman’s Amended and Restated Memorandum and Articles of Association without Proposal
2.

 RESPONSE: The Company acknowledges the Staff’s comment and respectfully submits that
separate shareholders’ approval is not required under Delaware General Corporation Law (“DGCL”) as MPU Cayman’s
Second Amended and Restated Memorandum and Articles of Association is not being adopted or amended as a part of the Redomicile Merger.
Subsequent to approval by the MPU’s board of directors, Section 251(c) of the DGCL provides that only the Merger Agreement must
be submitted to the stockholders for approval. The notice to the stockholders shall contain a copy of the agreement or a brief summary
thereof. There is no requirement under the DGCL that requires that the stockholders also separately approve the acquiror’s charters,
in this case MPU Cayman’s Second Amended and Restated Memorandum and Articles of Association.

In addition, the parties are not seeking
an amendment to MPU Cayman’s existing Second Amended and Restated Memorandum and Articles of Association as a part of the Merger
Agreement. As such, the Company does not believe that prior Proposal 2 regarding the adoption of MPU Cayman’s Section Amended and
Restated Memorandum and Articles of Association is required under DGCL nor does the Company believe that unbundling is required per guidance
offered in Question 201.01 of the Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure Interpretations (“C&DI 201.01”)
as there is no change to MPU Cayman’s charter to be acted upon by the Company’s stockholders as a part of the Redomicile Merger.

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

June 6, 2024

Page 4

Index to Financial
Statements

Notes to Consolidated
Financial Statements

Note 1. Organization
and Principal Activities, page F-7

 7. We note your disclosure on page F-8 that, “upon the deconsolidation of
JMC and its subsidiaries, the Company would focus on its short drama streaming platform business and will substantially de-emphasize its
solo staking activities.” Please reconcile this disclosure, specifically the fact that you will de-emphasize solo staking activities,
with other disclosures throughout the document that you have ceased solo-staking activities as of March 5, 2024. Also, address if you
will sell your ETH as part of the cessation of the solo-staking business or if you plan to carry ETH on the balance sheet. If you plan
to continue to carry ETH, tell us and disclose your objectives for holding ETH, including how you intend to use it, how long you intend
to hold it and any policy regarding when to sell or otherwise use it.”

 RESPONSE: We respectfully advise the Staff that the Company has revised on page F-8 to reconcile
the disclosure that the Company has ceased solo-staking activities as of March 5, 2024. management has decided not to hold Ethereum (ETH)
and has since sold all of its ETH. However, the Company may continue to accept and use USDC and USDT as it would like any other currencies.

 8. Given your multiple changes in focus on disparate businesses over recent years (i.e., from third-party
management service contracts for aircraft operations, NFT gaming and solo-staking to short drama streaming), please tell us your consideration
of whether each cessation of business qualifies as a discontinued operation under ASC 205-20. Provide us a comprehensive analysis that
assesses the criteria in ASC 205-20-45-1B and otherwise references the authoritative literature you rely upon to support your accounting.

 RESPONSE: The Company respectfully advises the Staff that pursuant to ASC 205-20-45-1B, a disposal of a component
of an entity or a group of components of an entity shall be reported in discontinued operations if the disposal represents a strategic
shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs:

 a. The component of an entity or group of components of an entity meets the criteria in paragraph 205-20-45-1E
to be classified as held for sale.

 b. The component of an entity or group of components of an entity is disposed of by sale.

 c. The component of an entity or group of components of an entity is disposed of other than by sale in accordance
with paragraph 360-10-45-15 (for example, by abandonment or in a distribution to owners in a spinoff).

LEWIS BRISBOIS BISGAARD
& SMITH LLP

www.lewisbrisbois.com

June 6, 2024

Page 5

 1. Third-party management service contracts for aircraft operations. ASC 205-20 does not define
the terms “strategic shift” and “major effect” but provides the following examples of dispositions that represent
strategic shifts that have (or will have) a major effect on an entity’s operations:

 a. A major geographical area.

 b. A major line of business.

 c. A major equity method investment.

 d. Other major parts of an entity.

The Company assessed that the disposal
of third-party management service contracts for aircraft operations was NOT a strategic shift, because of the following
considerations:

 - Strategic Shift: The Company’s major business was solo-staking business on disposal of the
business. The Company’s business before- and after- disposal did not significantly change the Company’s major business. Accordingly,
the disposal of third-party management service contracts for aircraft operations has no impact on the Company’s major business.

 - Material impact: For the year ended December 31, 2023, the
third-party management service contracts for aircraft operations did not generate revenues and incur minimal expenses. Accordingly,
they are no more major parts of the Company.

 - NFT gaming and solo-staking

Upon the emergence from bankruptcy under Chapter 11
in September 2021, the Company launched NFT gaming and solo-staking. The Company subsequently ceased both businesses because the businesses
were underperforming. However, the Company assessed that the cessation does NOT meet the any criteria stipulated in ASC
205-20-45-1B. Detailed analysis is as the following:

 a. The component of an entity or group of components of an entity meets the criteria in paragraph 205-20-45-1E
to be classified as held for sale.

Analysis: Not met. The assets
recognized and liabilities assumed in both businesses were carried forward to short drama streaming business. The digital assets generated
from NFT gaming and solo-staking businesses were exchanged into USDC and USDT, which were used to pay operating expenses of short drama
streaming business. The liabilities assumed in NFT gaming and solo-staking businesses were payable by continuing operation. As above,
the management did not commit to a plan to sell the assets, and the sale of assets was not probable. None of the criteria in paragraph
205-20-45-1E were met.

 b. The component of an entity or group of components of an entity is disposed of by sale.

Analysis: Not met. As a fact pattern,
neither NFT gaming nor solo-staking was disposed of by sale.

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

June 6, 2024

Page 6

 c. The component of an entity or group of components of an entity is disposed of other than by sale in accordance
with paragraph 360-10-45-15 (for example, by abandonment or in a distribution to owners in a spinoff).

Analysis: Not met. As discussed
in bulletin a. above, the assets recognized and liabilities assumed in NFT gaming and solo-staking businesses were carried forward to
short drama streaming business. These assets were not abandoned, or exchanged based on the recorded amount of the nonmonetary asset relinquished,
or in a distribution to owners in a spinoff. NFT gaming or solo-staking does not meet disposal of other than by sale in accordance with
ASC 360-10-45-15.

Note 3. Summary of Principal Accounting Policies

Revenue from Solo-Staking business, page F-14

 9. We acknowledge your response to prior comment 22 and continue to evaluate your December 29, 2023 response
to comment 31 of our October 5, 2023 letter, and may have further comments.

Note 5. Digital Assets, page F-17

 10. Please revise your next amendment to provide all of the disclosure requirements in ASC 350-60-50-1,
specifically:

 ● Cost basis for ETH; and

 ● Cost basis and number of units held for USDT.

 RESPONSE: In response to Staff’s comments regarding the cost basis
                                                                                for ETH, the Company has disclosed the number of units held, the cost basis and fair value for both ETH and USDT on page F-17 and
                                                                                F-40.

 11. Please revise your next amendment to provide the disclosure requirements in ASC 350-60-50-2.a to disclose
the method used to determine your cost basis for computing gains and losses (for example, first-in, first-out; specific identification;
average cost; or other method used). In this regard, it is unclear whether you continued your previous policy after the adoption of ASU
2013-08.

 RESPONSE: In response to Staff’s comments, the Company adopted ASU 20213-08 and measures digital assets at
fair value on daily basis. Each unit of ETH was homogenous and the value of each unit of ETH on each day was the same. Gain and losses
are recognized at the difference of fair value of digital assets and payables due to vendors. The Company revised on page F-12 to disclose
the method it computed gains and losses.

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

June 6, 2024

Page 7

Note 12. Subsequent Events, page F-25

 12. We note your acquisition of a 60% interest in FunVerse Holding Limited on January 7, 2024. Please provide
us your analysis as to why you do not provide audited financial statements of FunVerse Holding Limited and pro forma financial information
reflecting this acquisition. In your response, provide us the significance tests outlined in Rule 3-05 of Regulation S-X. See Item 10(c)(1)
and Item 14(h) of Form F-4.

 RESPONSE: In response to Staff’s comments, the Company has per

United States securities and exchange commission logo
April 29, 2024
Yucheng Hu
Chief Executive Officer
Mega Matrix Inc.
103 Tampines Street 86 #03-06
The Alps Residences
Singapore 528576
Re:Mega Matrix Inc.
Amendment No. 3 to
Registration Statement on Form F-4
Filed April 5, 2024
File No. 333-271349
Dear Yucheng Hu:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our February 2, 2024 letter.
Amendment No. 3 to Form F-4
Summary
The Redomicile Merger
Mega Matrix Corp.
Corporate History, page 1
1.We note your response to prior comment 13. Please revise to clarify, in light of the
cessation of your solo-staking activities, the status of the Master Right of Use and
Services Agreement between MarsLand and SDP, including whether the agreement has
been terminated and whether there are amounts payable under the agreement. In this
regard, we note that fees payable under the agreement may be made in U.S. dollars,
USDC, USDT or ETH.

 FirstName LastNameYucheng Hu
 Comapany NameMega Matrix Inc.
 April 29, 2024 Page 2
 FirstName LastName
Yucheng Hu
Mega Matrix Inc.
April 29, 2024
Page 2
Background and Reasons for the Redomicile Merger, page 3
2.We note your response to prior comment 3 and re-issue in part. Please revise to describe
your "international corporate strategy." In this regard, we note your disclosure that you
believe the Redomicile Merger will allow you to "more closely align [y]our structure with
[y]our international corporate strategy."
Risk Factors
Risk Related to Digital Assets, page 23
3.We note your response to prior comment 12. Please revise to clarify the circumstances
under which you "may, from time to time, accept stablecoins as consideration for [your]
shares and/or payment for [your] services.... [or] may continue to purchase USDC and/or
USDT so that [you] can purchase ETH more efficiently." In this regard, we note your
disclosures throughout that you have ceased solo-staking activities as of March 5, 2024.
We are subject to risks related to holding cryptocurrencies, page 24
4.We note your response to prior comment 14 and re-issue in part. Please revise to address:
•The risks of storing all of your digital assets with a hot custodian;
•The risks of loss of your crypto assets in the event of Matrixport's insolvency or
bankruptcy; and
•Whether your crypto assets custodied with Matrixport are held in segregated accounts
such that they are segregated from the property of Matrixport and the assets of other
Matrixport customers.
Management's Discussion and Analysis
Corporate Developments, page 32
5.We note your response to prior comment 19 and your recognition of MatrixPort Cactus
Custody as your principal market.  Please revise your next amendment to remove
reference to CoinMarketCap on page 33 as your pricing source for solo staking revenues,
or advise otherwise.
Proposal No. 1 Adoption of the Merger Agreement
The Redomicile Merger
MPU Cayman Amended and Restated Memorandum and Articles of Association, page 57
6.We note your response to prior comment 2 and the removal of Proposal 2. In light of your
disclosure that there are material differences between provisions of MPU Cayman’s
Memorandum and Articles of Association and Cayman Islands law, and the Company’s
Certificate of Incorporation, Bylaws and Delaware law, and attachment of the amended
and restated charter as Annex B, please explain how you intend to adopt MPU Cayman's
Amended and Restated Memorandum and Articles of Association without Proposal 2.

 FirstName LastNameYucheng Hu
 Comapany NameMega Matrix Inc.
 April 29, 2024 Page 3
 FirstName LastName
Yucheng Hu
Mega Matrix Inc.
April 29, 2024
Page 3
Index to Financial Statements
Notes to Consolidated Financial Statements
Note 1. Organization and Principal Activities, page F-7
7.We note your disclosure on page F-8 that, “upon the deconsolidation of JMC and its
subsidiaries, the Company would focus on its short drama streaming platform business
and will substantially de-emphasize its solo staking activities.”  Please reconcile this
disclosure, specifically the fact that you will de-emphasize solo staking activities, with
other disclosures throughout the document that you have ceased solo-staking activities as
of March 5, 2024.  Also, address if you will sell your ETH as part of the cessation of the
solo-staking business or if you plan to carry ETH on the balance sheet. If you plan to
continue to carry ETH, tell us and disclose your objectives for holding ETH, including
how you intend to use it, how long you intend to hold it and any policy regarding when to
sell or otherwise use it.
8.Given your multiple changes in focus on disparate businesses over recent years (i.e., from
third-party management service contracts for aircraft operations, NFT gaming and solo-
staking to short drama streaming), please tell us your consideration of whether each
cessation of business qualifies as a discontinued operation under ASC 205-20. Provide us
a comprehensive analysis that assesses the criteria in ASC 205-20-45-1B and otherwise
references the authoritative literature you rely upon to support your accounting.
Note 3. Summary of Principal Accounting Policies
Revenue from Solo-Staking business, page F-14
9.We acknowledge your response to prior comment 22 and continue to evaluate your
December 29, 2023 response to comment 31 of our October 5, 2023 letter, and may have
further comments.
Note 5. Digital Assets, page F-17
10.Please revise your next amendment to provide all of the disclosure requirements in ASC
350-60-50-1, specifically:
•Cost basis for ETH; and
•Cost basis and number of units held for USDT.
11.Please revise your next amendment to provide the disclosure requirements in ASC 350-
60-50-2.a to disclose the method used to determine your cost basis for computing gains
and losses (for example, first-in, first-out; specific identification; average cost; or other
method used). In this regard, it is unclear whether you continued your previous policy
after the adoption of ASU 2013-08.
Note 12. Subsequent Events, page F-25
12.We note your acquisition of a 60% interest in FunVerse Holding Limited on January 7,
2024. Please provide us your analysis as to why you do not provide audited financial

 FirstName LastNameYucheng Hu
 Comapany NameMega Matrix Inc.
 April 29, 2024 Page 4
 FirstName LastName
Yucheng Hu
Mega Matrix Inc.
April 29, 2024
Page 4
statements of FunVerse Holding Limited and pro forma financial information reflecting
this acquisition. In your response, provide us the significance tests outlined in Rule 3-05
of Regulation S-X.  See Item 10(c)(1) and Item 14(h) of Form F-4.
            Please contact David Irving at 202-551-3321 or Mark Brunhofer at 202-551-3638 if you
have questions regarding comments on the financial statements and related matters. Please
contact Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       John P. Yung

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

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

United States securities and exchange commission logo
February 2, 2024
Yucheng Hu
Chief Executive Officer
Mega Matrix Inc.
103 Tampines Street 86 #03-06
The Alps Residences
Singapore 528576
Re:Mega Matrix Inc.
Amendment No. 2 to
Registration Statement on Form F-4
Filed December 29, 2023
File No. 333-271349
Dear Yucheng Hu:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our October 5, 2023 letter.
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.”
2.Please revise to include a separate vote for each material change to the Restated
Memorandum and Articles of Association.

 FirstName LastNameYucheng Hu
 Comapany NameMega Matrix Inc.
 February 2, 2024 Page 2
 FirstName LastName
Yucheng Hu
Mega Matrix Inc.
February 2, 2024
Page 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."
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.
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.
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.

 FirstName LastNameYucheng Hu
 Comapany NameMega Matrix Inc.
 February 2, 2024 Page 3
 FirstName LastName
Yucheng Hu
Mega Matrix Inc.
February 2, 2024
Page 3
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.'"
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.
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.
10.We note your response to prior comment 23. Please revise to explain and quantify the
“cactus fees” charged by Matrixport Cactus.
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.
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.
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

 FirstName LastNameYucheng Hu
 Comapany NameMega Matrix Inc.
 February 2, 2024 Page 4
 FirstName LastName
Yucheng Hu
Mega Matrix Inc.
February 2, 2024
Page 4
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.
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.
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.
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.
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.

 FirstName LastNameYucheng Hu
 Comapany NameMega Matrix Inc.
 February 2, 2024 Page 5
 FirstName LastName
Yucheng Hu
Mega Matrix Inc.
February 2, 2024
Page 5
Note 3. Summary of Principal Accounting Policies
Stablecoins, page F-12
18.We acknowledge your response to prior comment 28. Please address the following:
•Tell us whether you have a Circle Mint account with Circle Internet Financial, LLC
(Circle) and can redeem one USDC for one U.S. dollar directly from Circle; and
•Revise your policy statement to indicate how you measure and account for USDC
both initially and subsequently as your statement that you account for USDC as a
financial instrument does not provide this information. In this regard, to the extent
you apply the fair value option under ASC 825-10-25-1, disclose that fact and how
you then measure USDC at acquisition and during each reporting period.
Digital Assets, page F-13
19.We note your response to prior comments 8 and 30.  Please address the following:
•You disclose on page 19 that MatrixPort Cactus Custody is your principal market, on
page F-13 that Matrixport Cactus is your principal market, and on page F-43 that
CoinMarketCap is your principal market. Address this inconsistency in your next
amendment by clearly and consistently disclosing your principal market throughout
the document; and
•Tell us the meaning and relevance of Matrixport Cactus as being "selected by the
U.S. government" as disclosed on pages F-13 and F-43. In addition, remove these
references as it is unclear how any such "selection" is relevant to the principal market
determination under ASC 820-10.
20.We note your response to prior comment 29. Please revise your disclosure to specifically
indicate that digital assets awarded through your GameFi and solo-staking business are
noncash operating activities included in your statements of cash flows consistent with
your response.
21.Please revise your disclosure to clarify that you classify your digital assets as current
assets because you reasonably expect to sell or exchange these assets within one year
consistent with your September 8, 2023 response to comment 59 in our May 24, 2023
letter.
Revenue from Solo-Staking Business, page F-15
22.We continue to evaluate your response to comment 31 and may have further comments.

 FirstName LastNameYucheng Hu
 Comapany NameMega Matrix Inc.
 February 2, 2024 Page 6
 FirstName LastName
Yucheng Hu
Mega Matrix Inc.
February 2, 2024
Page 6
Notes to Unaudited Condensed Consolidated Financial Statements
Note 2. Summary of Principal Accounting Policies
Revenue Recognition
Revenue from provision of staking technology tools, page F-45
23.We note your response to prior comment 33 and re-issue. Please reconcile your statement
here that “[c]ommencing in March 2023, the Company, through MTP, provides its
customers with proof-of-stake technology tools for digital assets through the staking
platform ‘MarsProtocol’” with your disclosures elsewhere that MTP ceased
providing non-custodial staking tools to third parties as of July 2023.
            Please contact David Irving at 202-551-3321 or Mark Brunhofer at 202-551-3638 if you
have questions regarding comments on the financial statements and related matters. Please
contact Lulu Cheng at 202-551-3811 or Sonia Bednarowski at 202-551-3666 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       John P. Yung

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

December 29, 2023

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. (fka MarsProtocol Inc.)

Amendment No. 1 to

Registration Statement on Form F-4

Filed September 11, 2023

File No. 333-271349

Dear Sir/Madam:

On behalf of Mega Matrix Inc.
(fka MarsProtocol Inc., the “Company”), we are responding to the Staff’s comment letter dated October 5, 2023, 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. 1 to Form F-4

General

1. Please clarify the distinction, if any, in the terms “crypto currencies,” “digital
currencies,” “digital assets,” “digital securities” and “crypto assets.” If there is no distinction,
please revise the filing to use a single defined term throughout.

 RESPONSE: In response to the staff’s comments, there are no distinctions
for the Company’s disclosure purposes and the Company has revised the filing to use a single defined term 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

December 29, 2023

Page 2

2. We note your responses to comments 8 and 14. We further note your disclosure on page 26 that, “[t]he
Company’s common stock is currently listed on NYSE American under the symbol “MPU.”” Please reconcile your disclosure throughout
to clarify the status of your listing after the Redomicile Merger.

 RESPONSE: In response to the Staff’s comment, the Company revised
its disclosure on pages 9, 13, and 58.

3. We note your response to comment 4 and your response to comment 39 that as of December 31, 2022, “the
Company owned ETH only.” We further note your disclosure on page 42 that, “[a]s of December 31, 2022, [you] held approximately
$2.97 million in USDC issued by Circle Internet Financial Public Limited Company and $0.09 million in USDT issued by Tether Limited Inc.”
Please revise your disclosure to specifically identify the crypto assets that you hold, as well as those for which you have plans to hold
or otherwise transact in.

 RESPONSE: In response to the Staff’s comment, the Company clarified
that as of December 31, 2022, the Company held stable coins of USDC in the amount of $2.97 million, and digital assets including ETH
in the amount of $0.37 million and USDT in the amount of $0.09 million, respectively. The Company plans to hold and transact in ETH,
USDC and USDT. In response to the Staff’s comment, the Company has revised the disclosure on page 44.

4. Please revise your disclosure to 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. Identify and explain all relevant inputs.
Quantitative tabular disclosure may be helpful.

 RESPONSE: In response to the Staff’s comment, the Company respectfully
submits that it earned 2.5 ETH in total with the cost of $19,000, around $7,600 for one Ethereum in the quarter ended September 30, 2023.

The revenue of solo-staking was decided
by the daily closing price of Ethereum and the daily Ethereum rewards the Company received through the solo-staking which was decided
how many validators it staked on the Ethereum network and comprehensive rewards rate provided by Ethereum network which was floating.
The cost of solo-staking was only composed of services fee charged by MarsLand and the server to support the solo-staking. Services fee
charged by MarsLand was $nil within one-year. The monthly fee of the serves was around $6,000.

Monthly
Revenue = (Daily closing price of ETH * Daily staking rewards rate/365 * 32 * the number of Validators we staked)

The real staking rewards
was the real number of ETH earned from Ethereum network every day. The above equation was just a model easy to estimate the breakeven.

If the Company used
the closing ETH price on September 30, 2023, from Coinmarketcap which was $1,667 as each day’s ETH price in a certain month and
YTD rate of its Ethereum staking since September 2022 which was around 4%, the Company needed to stake at least 1088 ETH, 34 validators
and generated 3.6 ETH rewards to achieve the breakeven.

The more validators the Company stakes,
the higher of ETH rewards rate and the higher of ETH price, the more rewards and revenue the Company will earn.

    LEWIS BRISBOIS BISGAARD & SMITH LLP

    www.lewisbrisbois.com

December 29, 2023

Page 3

Summary

The Redomicile Merger

Saving Digital Pte. Ltd., page 1

5. Please revise to describe the material terms of your agreements with MarsLand Global Limited for staking
services, and for authorization to use the trademark MarsProtocol. Please file those agreements as material contracts or explain why you
are not required to do so.

 RESPONSE: In response to the Staff’s comment, the Company respectfully
submits that its service agreement with MarsLand for utilizing their staking platform is the same as their other customers. The Company
does not have any material terms under the service agreement.

On December 15, 2023,
SDP entered into the License Agreement with MarsLand authorizing Marsland the right to use the MarsProtocol rademark in connection with
MarsLand’s staking as a service (“StaaS”) business. . The Company has attached the License Agreement to its Form 8-K
filed with the SEC on December 20, 2023. In response to the Staff’s comment, the Company has revised the disclosure on pages 2 and
28.

Recent Developments,
page 1

6. We note your response to comment 13. We also note your revised disclosure on page 1 that you “intend
to use SDP to explore other crypto related business in Singapore” and that you “are currently looking at and evaluating other
crypto-related business models outside of the United States that [you] believe may be synergistic with [y]our existing business.”
Please revise to provide expanded disclosure regarding the “other crypto related business” that you are considering and the
“other crypto-related business models” that you are currently looking at and evaluating. In addition, please disclose if you
have engaged in any discussions or entered into any agreements with individuals or businesses in this regard.

 RESPONSE: In response to the Staff’s comment, the Company has revised
the disclosure on pages 1, 7, 15, and 27. The Company has removed references to exploring other crypto related business in Singapore
as the Company is not currently considering or evaluating any crypto related business model.

Risks Relating to
Our Business, page 7

7. We note your response to comment 31. Please delete the reference to Tbit on page 7.

 RESPONSE: In response to the Staff’s comment, the Company deleted
reference to Tbit on page 7.

    LEWIS BRISBOIS BISGAARD & SMITH LLP

    www.lewisbrisbois.com

December 29, 2023

Page 4

Risk Factors, page 10

8. We note your response to comment 61. We further note your disclosure throughout the document that CoinMarketCap
is your principal market for valuing your digital assets. Please reconcile with the disclosure on page 18 that the Coinbase exchange is
your principal market for Bitcoin as it does not appear that you hold, or trade, Bitcoin in the periods presented. Please revise, or advise
otherwise.

 RESPONSE: In response to the Staff’s comment, the Company revised
its disclosure on page 19 that Matrixport Cactus is the Company’s principal market for ETH.

9. We note your response to comment 17 that you are not limited or restricted in offering your services
outside of Singapore and in other jurisdictions. Please revise your disclosure to describe any material risks you face from unauthorized
or impermissible customer access to your products and services outside of the jurisdictions where you have obtained the required governmental
licenses and authorizations. In addition, please revise your disclosure to describe any steps you take to restrict access of U.S. persons
to your products and services and any related material risks.

 RESPONSE: In response to the Staff’s comment, the Company has revised
the disclosure on pages 1, 2, 15, 28, and 52. The Company has not provided any crypto related services outside of Singapore or in any
other jurisdictions. The disclosures have been revised to reflect that SDP currently has no customers and only conducting solo-staking
using the MarsLand staking service.

10. We note your response to comment 21. As we are unable to locate responsive disclosure, we reissue our
comment. Please revise to describe any material gaps your board or management have identified with respect to risk management processes
and policies in light of recent crypto asset market conditions, as well as any changes they have made to address those gaps.

 RESPONSE: In response to the Staff’s comment, the Company has revised
the disclosure on page 18.

Risks Related to Our Business

The Company plans to continue to explore other opportunities, page
15

11. We note your response to comment 30 and re-issue in part. Please revise to disclose the impact(s) of
the discontinuation of the Mano game and the alSpace platform on your business activities. We also note your statement here and elsewhere
that you have decided to discontinue the Mano game and the alSpace platform due to business reasons. Please reconcile your disclosures
on pages 27, 31, 33, 35, F-3, F-8, F-26, F-45 and F-50 that such discontinuation was due to “regulatory challenges” and enforcement
actions brought by the SEC against the promoters of several digital assets.

 RESPONSE: In response to the Staff’s comment, the Company respectfully
submits that there was no material impact to our business activities due to the discontinuation of the Mano game and the alSpace platform.
In response to the Staff’s comment, the Company has revised the disclosure on pages 27, 33 and 37.

Because of the recent
decline in the cryptocurrency market and other adverse developments, page 17

    LEWIS BRISBOIS BISGAARD & SMITH LLP

    www.lewisbrisbois.com

December 29, 2023

Page 5

12. We note your disclosure throughout that you have focused your efforts on solo-staking, which you describe
as a process that involves putting up ETH, setting up and running a full Ethereum node, validating transactions on the Ethereum network,
and earning rewards for doing so. We also note the statement here that you “also hold and stake a number of crypto assets to generate
revenue.” Please revise to describe which other crypto assets you hold and stake, and your planned activities with respect to staking
such other crypto assets, including without limitation, such program features, whose crypto assets are being staked, who is eligible to
participate, and how the validation process is conducted through the program and by whom.

 RESPONSE: In response to the Staff’s comment, the Company has revised
its disclosures to clarify that the Company only hold ETH, USDT and USDC, and only stake ETH to generate revenue. In response to the
Staff’s comment, the Company has revised the disclosure on pages 19, 44, and 52.

We are exposed to
various risks associated with the failure to safeguard our crypto assets, page 19

13. We note your response to comment 17 that you are not limited or restricted in offering your services
outside of Singapore and in other jurisdictions, and that you are voluntarily limiting your crypto-related business in Singapore. Given
the possibility that your services may be offered to U.S. persons in the future, please revise to describe in greater detail your KYC
and AML policies and procedures. .

 RESPONSE: In response to the Staff’s comment, the Company respectfully
submits that it currently conducts ETH solo-staking in Singapore utilizing the MarsLand staking services and have no customers. The Company
will not offer any crypto-related services to U.S. persons in the future. In response to the Staff’s comment, the Company has revised
the disclosure on pages 1, 2, 15, 28, and 52.

Management’s Discussion
and Analysis

Corporate Developments,
page 27

14. We note your response to comment 65. Please tell us, and revise your next amendment as appropriate,
to address the following:

 ● Confirm our understanding that you have exited the business of providing
staking tools to third parties for staking as a service;

 RESPONSE: In response to the Staff’s comment, the Company confirmed
that it has exited from the business of providing staking tools to third parties for staking as a service since July 2023. In response
to the Staff’s comment, the Company has revised the disclosure on pages 1, 28, and 32.

    LEWIS BRISBOIS BISGAARD & SMITH LLP

    www.lewisbrisbois.com

December 29, 2023

Page 6

 ● Tell us if you have any revenues related to providing staking tools to
third parties for staking as a service subsequent to July 1, 2023;

 RESPONSE: In response to the Staff’s comment, the Company did not
generate revenues from providing staking tools to third parties for staking as a service subsequent to July 1, 2023.

 ● Tell us if all revenues included in the line item ‘Revenue from provision
of staking technology tools’ were related to providing staking tools to third parties for staking as a service in the six months ended
June 30, 2023, and if not, what the other revenues relate to; and

 RESPONSE: In response to the Staff’s comment, the Company confirmed
that all revenues included in the line item ‘Revenue from provision of staking technology tools’ were related to providing
staking tools to third parties for staking as a service in the six months ended June 30, 2023

 ● Revise your next amendment to make sure that disclosures related to providing
staking tools to third parties for staking as a service are clear that these operations are historical and not ongoing. Refer to pages
2 and 28 specifically for examples of disclosure that appears to cast the staking as a service business in the present and future tense,
and not past.

 RESPONSE: In response to the Staff’s comment, the Company revised
on pages 1, 28 and 32 to make clear that MTP no longer provides non-custodial staking tools to third parties from July 2023.

15. We note your disclosure on page 27 that you earned transaction fees of 5.7 ETH on your staked coins
in the year ended December 31, 2022. From the rollforward on page 29, it appears you earned 5.7 ETH as a staking reward and 1.0 from provision
of staking technology tools in the six months ended June 30, 2023. Please clarify for us the period during which these rewards were earned
and revise your disclosure for consistency in your next amendment.

 RESPONSE: In response to the Staff’s comment, the Company has updated
its unaudited condensed financial statements as of and for the three and nine months ended September 30, 2023. The Company has revised
on page 27 that “For the nine months ended September 30, 2023, the Company earned 8.2 ETH from solo-staking services and 1.9 ETH
from provision of staking technology tools”.

16. We note your response to comment 40 which states that as of December 31, 2022, the Company did not
collateralize the crypto assets for any loan, margin, rehypothecation, or other similar activities to which the Company or its affiliates
are a party. We reissue our prior comment and request that you respond as of the present date. To the extent material, explain whether,
to your knowledge, crypto assets you

United States securities and exchange commission logo
October 5, 2023
Yucheng Hu
Chief Executive Officer and President
MarsProtocol Inc.
103 Tampines Street 86 #03-06
The Alps Residences
Singapore 528576
Re:MarsProtocol Inc.
Amendment No. 1 to
Registration Statement on Form F-4
Filed September 11, 2023
File No. 333-271349
Dear Yucheng Hu:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our May 24, 2023 letter.
Amendment No. 1 to Form F-4
General
1.Please clarify the distinction, if any, in the terms “crypto currencies,” “digital currencies,”
“digital assets,” “digital securities” and “crypto assets.”  If there is no distinction, please
revise the filing to use a single defined term throughout.
2.We note your responses to comments 8 and 14.  We further note your disclosure on page
26 that, "[t]he Company's common stock is currently listed on NYSE American under the
symbol "MPU.""  Please reconcile your disclosure throughout to clarify the status of your
listing after the Redomicile Merger.

 FirstName LastNameYucheng Hu
 Comapany NameMarsProtocol Inc.
 October 5, 2023 Page 2
 FirstName LastName
Yucheng Hu
MarsProtocol Inc.
October 5, 2023
Page 2
3.We note your response to comment 4 and your response to comment 39 that as of
December 31, 2022, “the Company owned ETH only.”  We further note your disclosure
on page 42 that, “[a]s of December 31, 2022, [you] held approximately $2.97 million in
USDC issued by Circle Internet Financial Public Limited Company and $0.09 million in
USDT issued by Tether Limited Inc.” Please revise your disclosure to specifically identify
the crypto assets that you hold, as well as those for which you have plans to hold or
otherwise transact in.
4.Please revise your disclosure to 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. Identify and explain all relevant inputs.  Quantitative tabular
disclosure may be helpful.
Summary
The Redomicile Merger
Saving Digital Pte. Ltd., page 1
5.Please revise to describe the material terms of your agreements with MarsLand Global
Limited for staking services, and for authorization to use the trademark MarsProtocol.
Please file those agreements as material contracts or explain why you are not required to
do so.
Recent Developments, page 1
6.We note your response to comment 13.  We also note your revised disclosure on page 1
that you "intend to use SDP to explore other crypto related business in Singapore" and that
you "are currently looking at and evaluating other crypto-related business models outside
of the United States that [you] believe may be synergistic with [y]our existing business."
Please revise to provide expanded disclosure regarding the "other crypto related business"
that you are considering and the "other crypto-related business models" that you are
currently looking at and evaluating.  In addition, please disclose if you have engaged
in any discussions or entered into any agreements with individuals or businesses in this
regard.
Risks Relating to Our Business, page 7
7.We note your response to comment 31.  Please delete the reference to Tbit on page 7.
Risk Factors, page 10
8.We note your response to comment 61.  We further note your disclosure throughout the
document that CoinMarketCap is your principal market for valuing your digital assets.
Please reconcile with the disclosure on page 18 that the Coinbase exchange is your
principal market for Bitcoin as it does not appear that you hold, or trade, Bitcoin in the
periods presented.  Please revise, or advise otherwise.

 FirstName LastNameYucheng Hu
 Comapany NameMarsProtocol Inc.
 October 5, 2023 Page 3
 FirstName LastName
Yucheng Hu
MarsProtocol Inc.
October 5, 2023
Page 3
9.We note your response to comment 17 that you are not limited or restricted in offering
your services outside of Singapore and in other jurisdictions.  Please revise your
disclosure to describe any material risks you face from unauthorized or impermissible
customer access to your products and services outside of the jurisdictions where you have
obtained the required governmental licenses and authorizations.  In addition, please revise
your disclosure to describe any steps you take to restrict access of U.S. persons to your
products and services and any related material risks.
10.We note your response to comment 21.  As we are unable to locate responsive disclosure,
we reissue our comment.  Please revise to describe any material gaps your board or
management have identified with respect to risk management processes and policies in
light of recent crypto asset market conditions, as well as any changes they have made to
address those gaps.
Risks Related to Our Business
The Company plans to continue to explore other opportunities, page 15
11.We note your response to comment 30 and re-issue in part.  Please revise to disclose the
impact(s) of the discontinuation of the Mano game and the alSpace platform on your
business activities.  We also note your statement here and elsewhere that you have decided
to discontinue the Mano game and the alSpace platform due to business reasons.  Please
reconcile your disclosures on pages 27, 31, 33, 35, F-3, F-8, F-26, F-45 and F-50 that such
discontinuation was due to “regulatory challenges” and enforcement actions brought by
the SEC against the promoters of several digital assets.
Because of the recent decline in the cryptocurrency market and other adverse developments,
page 17
12.We note your disclosure throughout that you have focused your efforts on solo-staking,
which you describe as a process that involves putting up ETH, setting up and running a
full Ethereum node, validating transactions on the Ethereum network, and earning rewards
for doing so.  We also note the statement here that you “also hold and stake a number of
crypto assets to generate revenue.”  Please revise to describe which other crypto assets
you hold and stake, and your planned activities with respect to staking such other crypto
assets, including without limitation, such program features, whose crypto assets are being
staked, who is eligible to participate, and how the validation process is conducted through
the program and by whom.
We are exposed to various risks associated with the failure to safeguard our crypto assets, page
19
13.We note your response to comment 17 that you are not limited or restricted in offering
your services outside of Singapore and in other jurisdictions, and that you are voluntarily
limiting your crypto-related business in Singapore.  Given the possibility that your
services may be offered to U.S. persons in the future, please revise to describe in greater

 FirstName LastNameYucheng Hu
 Comapany NameMarsProtocol Inc.
 October 5, 2023 Page 4
 FirstName LastNameYucheng Hu
MarsProtocol Inc.
October 5, 2023
Page 4
detail your KYC and AML policies and procedures.
Management's Discussion and Analysis
Corporate Developments, page 27
14.We note your response to comment 65.  Please tell us, and revise your next amendment as
appropriate, to address the following:
•Confirm our understanding that you have exited the business of providing staking
tools to third parties for staking as a service;
•Tell us if you have any revenues related to providing staking tools to third parties for
staking as a service subsequent to July 1, 2023;
•Tell us if all revenues included in the line item 'Revenue from provision of staking
technology tools' were related to providing staking tools to third parties for staking as
a service in the six months ended June 30, 2023, and if not, what the other revenues
relate to; and
•Revise your next amendment to make sure that disclosures related to providing
staking tools to third parties for staking as a service are clear that these operations are
historical and not ongoing.  Refer to pages 2 and 28 specifically for examples of
disclosure that appears to cast the staking as a service business in the present and
future tense, and not past.
15.We note your disclosure on page 27 that you earned transaction fees of 5.7 ETH on your
staked coins in the year ended December 31, 2022.  From the rollforward on page 29, it
appears you earned 5.7 ETH as a staking reward and 1.0 from provision of staking
technology tools in the six months ended June 30, 2023.  Please clarify for us the period
during which these rewards were earned and revise your disclosure for consistency in your
next amendment.
16.We note your response to comment 40 which states that as of December 31, 2022, the
Company did not collateralize the crypto assets for any loan, margin, rehypothecation, or
other similar activities to which the Company or its affiliates are a party.  We reissue our
prior comment and request that you respond as of the present date.  To the extent material,
explain whether, to your knowledge, crypto assets you have issued serve as collateral for
any other person’s or entity’s loan, margin, rehypothecation or similar activity.  If so,
discuss whether the recent crypto asset market disruption has impacted the value of the
underlying collateral and explain any material financing and liquidity risk this raises for
your business.
17.We note your response to comment 41 and re-issue in part.  Please revise to disclose the
method and costs for acquiring the unaccounted for 123 ETH.
18.We note your response to comment 42 that you have ceased providing non-custodial
staking tools services, and are only engaged in solo-staking operations.  Please reconcile
your disclosures on pages 28, F-8, F-35 and F-40 that non-custodial staking services are
currently not available to U.S. residents.

 FirstName LastNameYucheng Hu
 Comapany NameMarsProtocol Inc.
 October 5, 2023 Page 5
 FirstName LastNameYucheng Hu
MarsProtocol Inc.
October 5, 2023
Page 5
Ethereum Rewards, page 29
19.We note your response to comment 27.  Please reconcile your usage of the term “stable
cryptocurrencies” here and on page 42.
Results of Operations, page 31
20.We note your response to comment 35.  Please revise your next amendment to break out
the material components of the expense category 'Professional fees, general administrative
and other' for the interim periods - Three Months Ended June 30, 2023 and Six Months
Ended June 30, 2023 - like you did for the year ended December 31, 2022 on page 36.
21.We note your response to comment 52.  Please revise your next amendment to reflect the
black line separating Predecessor and Successor periods properly in your table on page 36
for Professional, general and administrative and other expenses.  Currently, the black line
is between two Successor periods.
Liquidity and Capital Resources, page 34
22.We note your response to comment 5.  Please reconcile your use of the term “highly
liquid” here and on page F-41.
Business of the Company
Crypto-Related Business, page 41
23.We note your response to comment 50 and your description of solo staking on page
42.  Please revise to provide additional disclosure concerning your solo staking program,
including but not limited to:
•How and when staking rewards and revenues are calculated and earned;
•Whether staked crypto assets can be used or allocated, and if so how; and
•The nature and quantification of your staking expenses.
24.We note your response to comment 49 that you have ceased providing your non-custodial
staking tools services.  We note your disclosure that you were engaged in solo-staking and
that you provided proof-of-stake technology tools in Singapore for the Ethereum
network. Please expand your disclosure here and in the Summary section to specify the
technology tools to which you refer.
Custodial Practices, page 42
25.We note your response to comment 7 and re-issue in part.  We also note that Matrixport is
a “hot custodian,” and your disclosure on page 18 that you “seek to choose a trusted and
secure custody service provider to protect [your] digital currency assets.”  Please confirm
100% of your crypto asset are held in hot wallets, or if not, discuss what portion of the
crypto assts are held in hot wallets and cold wallets.  Please also revise to describe the
criteria you used in selecting Matrixport as custodian.

 FirstName LastNameYucheng Hu
 Comapany NameMarsProtocol Inc.
 October 5, 2023 Page 6
 FirstName LastNameYucheng Hu
MarsProtocol Inc.
October 5, 2023
Page 6
Index to Financial Statements
Audited Financial Statements for the Years Ended December 31, 2022 and 2021, page F-1
26.We acknowledge your responses to comments 55, 56 and 58.  Adjustments to reflect
GAAP-compliant classifications from noncompliant classifications are the corrections of
errors.  As a result, please revise your audited financial statements to present the
following:
•All the disclosures required by ASC 250-10-50-1 for each of the error corrections
made in the referenced comments;
•Label each impacted balance sheet and statement of operations and comprehensive
income (loss) column as "As Restated"; and
•Have your auditors dual date their opinion for the error corrections.
This comment also applies to the December 31, 2022 balance sheet presented with your
interim financial statements.
Consolidated Statements of Operations and Comprehensive Income (Loss)
Year Ended December 31, 2022, page F-5
27.We note your response to comment 54.  Noting that you recorded $540,000 and
$5,753,900 in operating lease revenue 2021 in the Successor and Predecessor periods,
respectively, please tell us why there was no cost of revenue related to the aircraft leasing
business.
Notes to Consolidated Financial Statements
Note 2. Summary of Principal Accounting Policies
Stablecoins, page F-11
28.We acknowledge your response to comment 58. Please address the following additional
comments:
•Revise your policy disclosure to remove reference to Tether USD as a financial
instrument;
•Revise your policy disclosure to indicate how you account for stablecoins that are
financial instruments (i.e., USD Coin); and
•Separately reference for us the authoritative literature you rely upon to account for
USD Coin.
Digital Assets, page F-12
29.We note your response to comment 60.  Please tell us the following regarding your digital
assets awarded to the Company through your GameFi and solo-staking business and your
classification within operating activities on the Consolidated Statements of Cash Flows:
•Your average holding period for the ETH and BNB awarded to you through the
GameFi and solo staking businesses;
•How you ultimately disposed of the ETH and BNB awarded to you, or, if you still
hold these crypto assets, how you ultimately plan to use them, or when you plan to

 FirstName LastNameYucheng Hu
 Comapany NameMarsProtocol Inc.
 October 5, 2023 Page 7
 FirstName LastNameYucheng Hu
MarsProtocol Inc.
October 5, 2023
Page 7
dispose them;
•How you considered the guidance in ASC 230-10-45-11 through 13 and ASC 230-
10-45-28.b regarding the classification of productive assets and intangible assets as
investing activities given that your crypto assets are classified as intangible assets;
and
•More specifically how your activities from the GameFi and solo staking businesses
fit within the guidance you presented in your response pursuant to ASC 230-10-45-
16.  Simply quoting the guidance without providing your analysis and support as to
why it is applicable is not useful.
30.We note your response to comment 61.  ASC 82

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

September
8, 2023

Via
EDGAR

U.S. Securities
and Exchange Commission

Division of
Corporation Finance

Office of Crypto
Assets

100 F Street
NE

Washington,
DC 20549

 Re: MarsProtocol
                                            Inc.

    Registration
                                            Statement on Form F-4

    Filed
                                            April 20, 2023

    File
                                            No. 333-271349

Dear
Sir/Madam:

On
behalf of MarsProtocol Inc. (the “Company”), we are responding to the Staff’s comment letter dated May 24, 2023, 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.

Registration
Statement on Form F-4 filed April 20, 2023

General

 1. We
                                            note you checked the box that you qualify as an “emerging growth company” (EGC)
                                            under the JOBS Act. Please revise your next amendment to disclose the following under Section
                                            107(b) of the JOBS Act:

 ● How
                                            and when you may lose EGC status;

 ● The
                                            exemptions that are available to EGCs, including those related to auditor attestation on
                                            the effectiveness of Internal Controls over Financial Reporting (ICFR) under Section 404(b)
                                            of Regulation S-K;

 ● If
                                            you have elected to opt out of the extended transition period for complying with new
                                            or revised accounting standards pursuant to Section 107(b), include a statement that
                                            the election is irrevocable; or

 ● If
                                            you have elected to use the extended transition period for complying with new or revised
                                            accounting standards under Section 102(b)(1), provide a risk factor explaining that this
                                            election allows you to delay the adoption of new or revised accounting standards that have
                                            different effective dates for public and private companies until those standards apply to
                                            private companies. Please state in your risk factor that, as a result of this election, your
                                            financial statements may not be comparable to companies that comply with public company effective
                                            dates. Include a similar statement in your critical accounting policy disclosures.

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

    September 8, 2023

Page 2

 RESPONSE: In
                                            response to the Staff’s comments, we have updated the disclosures on the cover and
                                            pages vii, viii, and 11 to disclose the following under Section 107(b) of the JOBS Act:

 ● How
                                            and when you may lose EGC status;

 ● The
                                            exemptions that are available to EGCs, including those related to auditor attestation on
                                            the effectiveness of Internal Controls over Financial Reporting (ICFR) under Section 404(b)
                                            of Regulation S-K;

 ● If
                                            you have elected to opt out of the extended transition period for complying with new or revised
                                            accounting standards pursuant to Section 107(b), include a statement that the election is
                                            irrevocable; or

 ● If
                                            you have elected to use the extended transition period for complying with new or revised
                                            accounting standards under Section 102(b)(1), provide a risk factor explaining that this
                                            election allows you to delay the adoption of new or revised accounting standards that have
                                            different effective dates for public and private companies until those standards apply to
                                            private companies. Please state in your risk factor that, as a result of this election, your
                                            financial statements may not be comparable to companies that comply with public company effective
                                            dates. Include a similar statement in your critical accounting policy disclosures.

 2. Based
                                            on disclosures throughout the document, it appears you sold all aircraft associated with
                                            the leasing business and no longer operate a leasing business subsequent to your emergence
                                            from bankruptcy. However, based on disclosures in your financial statements and the related
                                            footnotes, it appears you still operate a leasing business that generated $120,000 in operating
                                            lease revenue and $1,478,800 in other income in 2022 and had assets of $1,431,700 at December
                                            31, 2022. Please tell us, and revise your next amendment as appropriate, to discuss your
                                            ongoing leasing business, including your future plans for this business and any other pertinent
                                            information for potential investors. To the extent that you no longer pursue individual aspects
                                            of your aircraft leasing business, revise your disclosure throughout your filing to the past
                                            tense. As a single example, as you no longer appear to hold aircraft on your balance sheet,
                                            revise your aircraft capitalization and depreciation policy disclosure on page F-13 to indicate
                                            that aircraft and aircraft engines were recorded at cost.

 RESPONSE: In
                                            response to the Staff’s comment, we clarified that after emergence from bankruptcy,
                                            we still maintained an interest in the aircraft leasing business, and the underlying aircrafts
                                            were leased from third parties. However, on August 25, 2023, per the recommendation of JetFleet’s
                                            board of directors, the Company, as a holder of a majority of the voting stock of JetFleet,
                                            elected to approve the winding up and dissolution of JetFleet. As part of the winding up
                                            process, JetFleet will cease providing aircraft advisory and management services. See
                                            pages 1 and 2.

The other income of
$1.5 million resulted from waive of other current liabilities which became non-payable as of December 31, 2022. The assets of $1.4 million
were primarily comprised of cash of $0.3 million and tax receivable of $1.1 million, which was subsequently collected from tax authorities
in the three months ended March 31, 2023.

    LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

    September 8, 2023

Page 3

 3. Provide
                                            disclosure of any significant crypto asset market developments material to understanding
                                            or assessing your business, financial condition and results of operations, or share price,
                                            including any material impact from the price volatility of crypto assets.

 RESPONSE: In
                                            response to the Staff’s comment, we included a heading called “Our Market and
                                            Industry.” Please note that the Company has ceased providing non-custodial staking
                                            tools to third parties and is only conducting solo-staking. See pages 1, 2, 28, and 42.

 4. We
                                            note your disclosure that you accept crypto assets as a form of payment, as well as your
                                            disclosure that you hold crypto assets. Please revise to specifically identify the crypto
                                            assets that you hold and accept as payment, as well as those for which you have plans to
                                            hold and accept as payment. In addition, please identify any and all crypto asset services
                                            that you offer and intend to offer for each crypto asset. Consider using a table or chart
                                            to list these various crypto assets and corresponding services, as applicable.

    RESPONSE:
    We respectfully advise that the Company does not have any customers as it is currently focusing on its solo-staking operations. As such the Company no longer accept accepts Bitcoin, ETH, USDT, or USDC from its customers, if any, or as a form of payment for its airline leasing business or any other services. See page 19.

 5. We
                                            note your disclosure that, “the stable coins of $3.1 million and crypto assets of $0.4
                                            million” that you held at December 31, 2022 were “highly liquid.” Please
                                            explain what you mean by this or remove this term.

    RESPONSE:
    We respectfully advise that the term “highly liquid” indicates that the Company has the ability to convert stablecoins and certain crypto assets, including ETH, into fiat currency promptly through its cooperated custodian, Matrix Trust Company Limited (“Matrixport”) at any time. We have deleted the term “highly liquid”. See page 26.

 6. Please
                                            describe the terms and provisions of your insurance policies, including insurance policies
                                            covering the crypto assets that you hold, and also including, the amount of coverage, term,
                                            termination provisions, renewal options and limitations on coverage. To the extent there
                                            are none, please revise your disclosure to so clarify and expand your risk factor disclosure
                                            as appropriate.

 RESPONSE: We
                                            respectfully advise that the Company does not carry any insurance policies covering  its holding
                                            of crypto assets. We have updated the risk factor on page 19 to clarify that we do not carry
                                            any insurance..

 7. Under
                                            an appropriately captioned heading, please revise your disclosure to include details regarding
                                            your custodial practices for crypto assets, including the items below:

 ● briefly
                                            discuss what portion of the crypto assets are held in hot wallets and cold wallets;

    LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

    September 8, 2023

Page 4

 ● disclose
                                            the geographic location where the crypto assets are held in cold wallets and how the private
                                            keys are located;

 ● identify
                                            any custodians you use and discuss the material terms of any agreements you have with them;

 ● identify
                                            the person(s) that have access to the crypto assets and whether any persons (e.g., auditors,
                                            etc.) are responsible for verifying the existence thereof;

 ● describe
                                            the terms and provisions of your insurance policies, if any, covering your crypto assets
                                            and clarify whether any insurance providers have inspection rights. To the extent there are
                                            no such policies, please revise your disclosure to so clarify and expand your risk factor
                                            disclosure as appropriate; and

 ● identify
                                            the person(s) that have the authority to release the crypto assets from your wallets.

    RESPONSE:
    In
    response to the Staff’s comment, we included a heading called “Custodial Practices” disclosing the Company’s
    custodial practices for crypto assets. See page 42.

Cover
Page

 8. Please
                                            revise your cover page to indicate where your common stock is listed, its trading symbol,
                                            and its trading price as of the most recent practicable date.

 RESPONSE: We
                                            respectfully advise the Staff that MPU Cayman’s common stock is currently not traded
                                            and we have updated the disclosure on the cover page to clarify that it will apply for listing
                                            on the NYSE American under the symbol “MPU.”

Questions
and Answers, page iii

 9. Please
                                            include in this section a Question and Answer that includes a discussion of the percentage
                                            of outstanding voting control that related parties hold. Also include a discussion of any
                                            agreements to vote shares to approve and adopt the Merger Agreement. If there are no such
                                            agreements, please so state.

 RESPONSE: We
                                            respectfully advise Staff that we have updated Question and Answer, page v, to include a discussion
                                            of the percentage of outstanding voting control that related parties hold and if there are
                                            any voting agreements in place.

Summary,
page 1

 10. Please
                                            include in this section an organizational chart that identifies all of the entities in your
                                            business both before and after the Redomicile Merger. The chart(s) should indicate the percentage
                                            of economic interests and voting interests relevant parties have in each entit

United States securities and exchange commission logo
May 24, 2023
Yucheng Hu
Chief Executive Officer and President
MarsProtocol Inc.
103 Tampines Street 86 #03-06
The Alps Residences
Singapore 528576
Re:MarsProtocol Inc.
Registration Statement on Form F-4
Filed April 20, 2023
File No. 333-271349
Dear Yucheng Hu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form F-4 filed April 20, 2023
General
1.We note you checked the box that you qualify as an “emerging growth company” (EGC)
under the JOBS Act.  Please revise your next amendment to disclose the following under
Section 107(b) of the JOBS Act:
•How and when you may lose EGC status;
•The exemptions that are available to EGCs, including those related to auditor
attestation on the effectiveness of Internal Controls over Financial Reporting (ICFR)
under Section 404(b) of Regulation S-K;
•If you have elected to opt out of the extended transition period for complying with
new or revised accounting standards pursuant to Section 107(b), include a statement

 FirstName LastNameYucheng Hu
 Comapany NameMarsProtocol Inc.
 May 24, 2023 Page 2
 FirstName LastName
Yucheng Hu
MarsProtocol Inc.
May 24, 2023
Page 2
that the election is irrevocable; or
•If you have elected to use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(1), provide a risk factor
explaining that this election allows you to delay the adoption of new or revised
accounting standards that have different effective dates for public and private
companies until those standards apply to private companies.  Please state in your risk
factor that, as a result of this election, your financial statements may not be
comparable to companies that comply with public company effective dates.  Include a
similar statement in your critical accounting policy disclosures.
2.Based on disclosures throughout the document, it appears you sold all aircraft associated
with the leasing business and no longer operate a leasing business subsequent to your
emergence from bankruptcy.  However, based on disclosures in your financial statements
and the related footnotes, it appears you still operate a leasing business that generated
$120,000 in operating lease revenue and $1,478,800 in other income in 2022 and had
assets of $1,431,700 at December 31, 2022.  Please tell us, and revise your next
amendment as appropriate, to discuss your ongoing leasing business, including your future
plans for this business and any other pertinent information for potential investors. To the
extent that you no longer pursue individual aspects of your aircraft leasing business, revise
your disclosure throughout your filing to the past tense. As a single example, as you no
longer appear to hold aircraft on your balance sheet, revise your aircraft capitalization and
depreciation policy disclosure on page F-13 to indicate that aircraft and aircraft engines
were recorded at cost.
3.Provide disclosure of any significant crypto asset market developments material to
understanding or assessing your business, financial condition and results of operations, or
share price, including any material impact from the price volatility of crypto assets.
4.We note your disclosure that you accept crypto assets as a form of payment, as well as
your disclosure that you hold crypto assets.  Please revise to specifically identify the
crypto assets that you hold and accept as payment, as well as those for which you have
plans to hold and accept as payment.  In addition, please identify any and all crypto asset
services that you offer and intend to offer for each crypto asset. Consider using a table or
chart to list these various crypto assets and corresponding services, as applicable.
5.We note your disclosure that, "the stable coins of $3.1 million and crypto assets of $0.4
million" that you held at December 31, 2022 were "highly liquid."  Please explain what
you mean by this or remove this term.
6.Please describe the terms and provisions of your insurance policies, including insurance
policies covering the crypto assets that you hold, and also including, the amount of
coverage, term, termination provisions, renewal options and limitations on coverage. To
the extent there are none, please revise your disclosure to so clarify and expand your risk
factor disclosure as appropriate.

 FirstName LastNameYucheng Hu
 Comapany NameMarsProtocol Inc.
 May 24, 2023 Page 3
 FirstName LastName
Yucheng Hu
MarsProtocol Inc.
May 24, 2023
Page 3
7.Under an appropriately captioned heading, please revise your disclosure to include details
regarding your custodial practices for crypto assets, including the items below:
•briefly discuss what portion of the crypto assets are held in hot wallets and cold
wallets;
•disclose the geographic location where the crypto assets are held in cold wallets and
how the private keys are located;
•identify any custodians you use and discuss the material terms of any agreements you
have with them;
•identify the person(s) that have access to the crypto assets and whether any persons
(e.g., auditors, etc.) are responsible for verifying the existence thereof;
•describe the terms and provisions of your insurance policies, if any, covering your
crypto assets and clarify whether any insurance providers have inspection rights.  To
the extent there are no such policies, please revise your disclosure to so clarify and
expand your risk factor disclosure as appropriate; and
•identify the person(s) that have the authority to release the crypto assets from your
wallets.
Cover Page
8.Please revise your cover page to indicate where your common stock is listed, its trading
symbol, and its trading price as of the most recent practicable date.
Questions and Answers, page iii
9.Please include in this section a Question and Answer that includes a discussion of the
percentage of outstanding voting control that related parties hold.  Also include a
discussion of any agreements to vote shares to approve and adopt the Merger Agreement.
If there are no such agreements, please so state.
Summary, page 1
10.Please include in this section an organizational chart that identifies all of the entities in
your business both before and after the Redomicile Merger.  The chart(s) should indicate
the percentage of economic interests and voting interests relevant parties have in each
entity.
11.Please revise this section to include a subheading describing Saving Digital Pte. Ltd
(SDP).  This would include a discussion of when you acquired SDP, your acquisition
costs, its prior business activities, any related party transactions, and any other pertinent
information.
12.Please indicate here the approximate number of customers that you have as part of your
solo-staking and providing proof-of-stake technology tools in Singapore for the Ethereum
network.  Please also revise your risk factor disclosure where you describe your
obligations and interactions with your customers to clarify how many current
customers you have in this aspect of your business.

 FirstName LastNameYucheng Hu
 Comapany NameMarsProtocol Inc.
 May 24, 2023 Page 4
 FirstName LastNameYucheng Hu
MarsProtocol Inc.
May 24, 2023
Page 4
13.We note your disclosure throughout that you are currently "exploring other opportunities
in the crypto-related business."  Please revise your disclosure to provide greater details
regarding the crypto-related businesses you are exploring, including whether you are
focused on particular crypto-related businesses, the status of your exploration, any
geographic areas of focus and whether you have engaged in discussions with third
parties or entered into any agreements.
Market Information, page 7
14.We note your disclosures that, "[f]ollowing the Redomicile Merger, the Company ticker
symbol "MPU" will remain unchanged," your risk factor disclosure that "[i]f we do not
continue to satisfy the NYSE American continued listing requirements, our common stock
could be delisted" and that, "[t]he Company and MPU Cayman are in the process of
applying for listing of MPU Cayman’s ordinary shares with the NYSE American under
the ticker symbol "MPU" and hope to complete that process concurrent with or shortly
after the consummation of the Redomicile Merger."  Please reconcile your disclosure
throughout to clarify the status of your listing after the Redomicile Merger.
Risk Factors, page 8
15.Describe any material risk to you, either direct or indirect, due to excessive redemptions,
withdrawals, or a suspension of redemptions or withdrawals, of crypto assets.  Identify
any material concentrations of risk and quantify any material exposures.
16.To the extent material, discuss any reputational harm you may face in light of the recent
disruption in the crypto asset markets.  For example, discuss how market conditions have
affected how your business is perceived by customers, counterparties, and regulators, and
whether there is a material impact on your operations or financial condition.
17.We note that you are not authorized or permitted to offer your products and services to
customers outside of the jurisdictions where you have obtained the required governmental
licenses and authorizations.  For example purposes only, we note your disclosure that the
staking activities conducted in Singapore and on your StaaS platform will currently not be
made available to U.S. residents.  Describe any material risks you face from unauthorized
or impermissible customer access to your products and services outside of those
jurisdictions.  Describe any steps you take to restrict access of U.S. persons to your
products and services and any related material risks.
18.Describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets.  Identify material pending
crypto legislation or regulation and describe any material effects it may have on your
business, financial condition, and results of operations.
19.Describe any material risks you face related to the assertion of jurisdiction by U.S. and
foreign regulators and other government entities over crypto assets and crypto asset
markets.

 FirstName LastNameYucheng Hu
 Comapany NameMarsProtocol Inc.
 May 24, 2023 Page 5
 FirstName LastNameYucheng Hu
MarsProtocol Inc.
May 24, 2023
Page 5
20.Describe any material risks related to safeguarding your, your affiliates’, or your
customers’ crypto assets. Describe any material risks to your business and financial
condition if your policies and procedures surrounding the safeguarding of crypto assets,
conflicts of interest, or comingling of assets are not effective.
21.To the extent material, describe any gaps your board or management have identified with
respect to risk management processes and policies in light of recent crypto asset market
conditions as well as any changes they have made to address those gaps.
22.Describe any material financing, liquidity, or other risks you face related to the impact
that the recent crypto asset market disruption has had, directly or indirectly, on the value
of the crypto assets you use as collateral or the value of your crypto assets used by others
as collateral.
23.To the extent material, describe any of the following risks due to disruptions in the crypto
asset markets:
•Risk from depreciation in your stock price.
•Risk of loss of customer demand for your products and services.
•Financing risk, including equity and debt financing.
•Risk of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.
The enforcement of civil liabilities against MPU Cayman may be more difficult, page 11
24.Please revise this risk factor to specify that many of your officers and directors are located
in China and to identify the risks associated with them being in China.  Please revise to
also include a separate Enforceability section to disclose the difficulty of bringing actions
and enforcing judgements against these individuals.
A particular digital asset's status, such as an ETH, as a "security" in any relevant jurisdiction...,
page 12
25.We note your risk factor disclosure that the legal test for determining whether any given
crypto asset may be considered a security "may evolve over time...and the outcome is
difficult to predict," that "the SEC’s views in this area have evolved over time and it is
difficult to predict the direction or timing of any continuing evolution" and "[i]t is also
possible that a change in the governing administration or the appointment of new SEC
commissioners could substantially impact the views of the SEC and its staff."  Please
remove these statements as the legal tests are well established by U.S. Supreme Court case
law and staff have issued reports, orders, and statements that provide guidance on when a
crypto asset may be a security for purposes of the U.S. federal securities laws.
26.We note your statements in this risk factor that “[t]he SEC generally does not
provide advance guidance or confirmation on the status of any particular digital asset as a

 FirstName LastNameYucheng Hu
 Comapany NameMarsProtocol Inc.
 May 24, 2023 Page 6
 FirstName LastName
Yucheng Hu
MarsProtocol Inc.
May 24, 2023
Page 6
security.”  Please remove or revise this statement in light of the fact that the Commission
has identified numerous crypto assets as securities, the legal tests are well-established by
U.S. Supreme Court case law, and the Commission and staff have issued reports, orders
and statements that provide guidance on when a crypto asset may be a security for
purposes of the U.S. federal securities laws.
27.Please revise to clarify what you mean by the term "stable cryptocurrency," as opposed to
what you would define as an "unstable" cryptocurrency.
28.We note your disclosure that you make a risk-based assessment that the crypto assets that
you hold and transact in are not securities.  Please describe your policies and procedures,
if any, for analyzing whether a particular crypto asset is a "security" within the meaning of
Section 2(a)(1) of the Securities Act and expand your risk factor to disclose that this risk-
based assessment does not constitute a legal determination binding on the courts.
29.The statement on page 12 that “[p]ublic statements made in the past by senior officials at
the SEC have indicated that the SEC does not intend to take the position that Bitcoin or
Ethereum are securities (in their current form)” is incorrect regarding Ethereum.  Please
revise to remove this statement or revise your disclosure accordingly.
The Company plans to continue to explore other opportunities in the crypto-related business to
expand our business model, page 13
30.We note your disclosure that "[d]ue to regulatory challenges, the Company has
discontinued the Mano game and the alSpace platform on November 3, 2022."  Please
expand this risk factor and your disclosure elsewhere in the filing to describe the
regulatory challenges to which you refer and the impact(s) of the discontinuation on your
business activities.
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