Mega Matrix Inc-A美股招股说明书(2025-02-18版)

Up to $20,000,000Class A Ordinary Shares We have entered into an At The Market Offering Agreement, dated February 18, 2025 (the “Sales Agreement”) with H.C.Wainwright & Co., LLC (“Manager”) relating to our Class A ordinary shares, par value $0.001 (“Class A Ordinary Shares”) offered bythis prospectus supplement and the accompanying base prospectus. In accordance with the terms of the Sales Agreement, we may offerand sell, through this prospectus supplement, our Class A Ordinary Shares having an aggregate offering price of up to $20,000,000from time to time through our Manager. Our Class A Ordinary Shares are listed on NYSE American under the symbol “MPU.” On February 14, 2025, the lastreported sale price for a Class A Ordinary Share on NYSE American was $1.04. Sales of our Class A Ordinary Shares, if any, under this prospectus supplement and the accompanying prospectus will bemade in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, asamended (“Securities Act”), including sales made directly on or through NYSE American, the existing trading market for our Class AOrdinary Shares, sales made to or through a market maker other than on an exchange or otherwise, directly to Manager as principal, innegotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in anyother method permitted by law. The Manager is not required to sell any specific amount but will act as our sales agent and/or principal,using commercially reasonable efforts consistent with its normal trading and sales practices on mutually agreed terms between theManager and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The Manager will be entitled to an aggregate compensation at a fixed commission rate of 3.0% of the gross sales price perClass A Ordinary Share sold. In connection with the sale of our Class A Ordinary Shares on our behalf, the Manager will be deemed tobe an “underwriter” within the meaning of the Securities Act and the compensation of the Manager will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contributions to the Manager against certain civilliabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). See“Plan of Distribution” on page S-19. As of the date of this prospectus supplement, the aggregate market value of our Class A Ordinary Shares held by non-affiliates, or our public float, was approximately $60,724,000 which we based on a total number of 34,753,811 Class A OrdinaryShares outstanding, of which 34,699,811 Class A Ordinary Shares were held by non-affiliates, and at a price of $1.75 per share, theclosing sales price of our Class A Ordinary Shares on December 20, 2024, which is the highest closing price of our Class A OrdinaryShares on the NYSE American within 60 days prior to the date of the Sales Agreement. As of the date of this prospectus supplement,we have not sold any of our Class A Ordinary Shares pursuant to General Instruction I.B.5 of Form F-3 during the 12 calendar monthsprior to, and including, the date of this prospectus supplement. Pursuant to General Instruction I.B.5 of Form F-3, in no event will wesell securities in a public primary offering with a value exceeding one-third of our public float in any 12-month period so long as ourpublic float remains below $75.0 million. We are a “foreign private issuer,” and an “emerging growth company” each as defined under the federal securities laws, and,as such, we are subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. Before making an investment decision, please read “RiskFactors” beginning on page S-6 of this prospectus supplement and any other risk factors included in our base prospectus andin the documents incorporated by reference into this prospectus supplement and base prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is February 18, 2025. TABLE OF CONTENTS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-iiABOUT THIS PROSPECTUS SUPPLEMENTS-iiiPROSPECTUS SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-6USE OF PROCEEDSS-9DILUTIONS-10MARKET FOR OUR CLASS A ORDINARY SHARESS-11DESCRIPTION OF SECURITIESS-11CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-13PLAN OF DISTRIBUTIONS-19LEGAL MATTERSS-20EXPERTSS-20INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-21WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-22 PROSPECTUS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiABOUT THIS PROSP