UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September ~~August~~9, 30 2024

MEGA MATRIX CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-13387

94-3263974

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3000 El Camino Real,

Bldg. 4, Suite 200, Palo Alto, CA

94306

(Address of Principal Executive Offices)

(Zip Code)

650-340-1888

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.001 par value		MPU		NYSE American Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 17.0201 ~~Termination~~Regulation ofFD ~~a Material Definitive Agreement.~~Disclosure

~~The~~Mega ~~information~~Matrix ~~contained~~Corp. in(the ~~Item~~“Company”) today 5announced that it plans to present at the HC Wainwright 26th Annual Global Investment Conference (“HCW Conference”).02 In isaccordance ~~incorporated~~with the Regulation FD, the Company hereby furnishes the presentation slides that the Company will present at the HCW Conference byon ~~reference~~or inafter ~~this~~September ~~Item~~9, 12024.02 The sides are furnished hereto as Exhibit 99.2.

~~Item~~The 5furnishing of the attached presentation is not an admission as to the materiality of any information therein.02 ~~Departure~~The information contained in the slides is summary information that is intended to be considered in the context of ~~Directors~~more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or ~~Certain~~otherwise. ~~Officers;~~The ~~Election~~Company ofundertakes ~~Directors;~~no ~~Appointment~~duty ofor ~~Certain~~obligation ~~Officers;~~to ~~Compensatory~~update ~~Arrangements~~or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of ~~Certain~~other ~~Officers~~reports or documents with the SEC, through press releases or through other public disclosures. For important information about forward looking statements, see the slide titled “Forward Looking Statements” in Exhibit 99.1 and Exhibit 99.2 attached hereto.

OnThe ~~August~~information ~~30,~~in this ~~2024~~Item 7.01 in this Current Report on Form 8-K, ~~the~~including ~~Company~~Exhibit 99.1 and MrExhibit 99.2, ~~Xiangchen~~is deemed to be "furnished" and ~~(Steven)~~shall ~~Gao~~not ~~entered~~be ~~into~~deemed ato ~~Termination~~be ~~Agreement~~"filed" for purposes of the Securities Exchange Act of 1934, as amended (~~“Termination~~the ~~Agreement~~"Exchange Act"), nor toshall ~~terminate~~they be deemed incorporated by reference in any filing under the ~~employment~~Securities ~~agreement,~~Act ~~dated~~of ~~January 18~~1933, ~~2024~~as amended, ~~between~~or the ~~Company~~Exchange ~~and Mr~~Act. ~~Gao.~~The information Inset ~~connection~~forth ~~with~~in ~~the~~this ~~Termination~~Item ~~Agreement, Mr~~7.01 ~~Gao~~shall ~~resigned~~not be deemed an admission as to the ~~chief~~materiality ~~operating~~of ~~officer~~any information in this Current Report ofon ~~the~~Form ~~Company,~~8-K ~~effective~~that ~~September~~is ~~30,~~required ~~2024~~to be disclosed solely to satisfy the requirements of Regulation FD.

~~Mr.~~Item Gao’s resignation is for personal reasons and not due to any disagreement with the Company’s management team or the Company’s Board on any matter relating to the operations, policies or practices of the Company or any issues regarding the Company’s accounting policies or practices9. ~~The foregoing description of the Termination Agreement is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is attached hereto as Exhibit 10~~01.1, ~~filed~~Financial ~~herewith~~Statement and ~~incorporated herein by reference.~~Exhibits

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated September 9, 2024, captioned “MEGA MATRIX CORP. to Present at H.C. Wainwright 26th Annual Global Investment Conference”
99.2		Mega Matrix Corp. Presentation Slides
104		Cover Page Interactive Data File (formatted in Inline XBRL)

Exhibit No.		Description
10.1		Termination Agreement between the Company and Xiangchen (Steven) Gao, dated August 30, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Pursuant~~Mega toMatrix ~~the~~Corp. ~~requirements of~~a ~~the~~Delaware ~~Securities~~corporation ~~Exchange~~By: ~~Act~~/s/ ofYucheng ~~1934,~~Hu ~~the~~Yucheng ~~registrant~~Hu, ~~has~~Chief ~~duly~~Executive ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officer

	Mega Matrix Corp.
	a Delaware corporation
	By:	/s/ Yucheng Hu
		Yucheng Hu,
		Chief Executive Officer
Dated: September 3, 2024

Dated: September 9, 2024

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