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 9, 2024

MEGA MATRIX CORP.

(Exact name of registrant as specified in ~~its~~our 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 75.0102 ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2024, following the recommendation of the Compensation Committee of the Board of Directors of Mega Matrix Corp. (the “Company”), the Board ~~today~~of ~~announced~~Directors ~~that~~of itthe ~~plans~~Company, toin ~~present~~recognition atof ~~the~~Mr. HCYucheng ~~Wainwright~~Hu, ~~26th~~the ~~Annual~~Company’s ~~Global~~Chief ~~Investment~~Executive ~~Conference~~Officer ~~(“HCW~~and ~~Conference”). In~~Chairman, ~~accordance~~for ~~with~~his exceptional ~~the~~leadership ~~Regulation~~and ~~FD,~~contribution to the Company’s ~~hereby~~goals, ~~furnishes~~approved ~~the~~a ~~presentation~~discretionary ~~slides~~cash ~~that~~bonus ~~the~~of ~~Company~~$144,000, ~~will~~payable ~~present~~as follows: at25% ~~the~~on ~~HCW~~September ~~Conference on~~15, or2024, ~~after~~25% ~~September~~on 9October 15, 2024., ~~The~~25% ~~sides~~on ~~are~~November ~~furnished~~15, ~~hereto~~2024, asand ~~Exhibit~~25% 99on December 15, 2024.2.

~~The~~Item ~~furnishing of the attached presentation is not an admission as to the materiality of any information therein~~9.01 ~~The~~Financial information contained in the slides is summary information that is intended to be considered in the context of 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 otherwise. The Company undertakes no duty or obligation to update 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 other 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.~~Exhibits

The information in this Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended (~~the "Exchange Act"~~d)~~, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act~~ Exhibits. The information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statement and Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~(d) Exhibits~~1

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)

SIGNATURES

1Pursuant 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.

SIGNATURES

	Mega Matrix Corp.
	a Delaware corporation

	By:	/s/ Yucheng Hu
		Yucheng Hu,
		Chief Executive Officer

Dated: September 10, 2024

~~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.~~2

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

Dated: September 9, 2024

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