United States securities and exchange commission logo
August 26, 2022
Yucheng Hu
Chief Executive Officer
Mega Matrix Corp.
3000 El Camino Real
Bldg. 4, Suite 200, Palo Alto, CA
Re: Mega Matrix Corp.
Amendment No. 2 to
Registration Statement on Form S-1
Filed August 1,
2022
File No. 333-262217
Dear Mr. Hu:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our May
9, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-1 Filed August 1,
2022
About Mega Matrix Corp
Business of the Company, page 2
1. We note your revised
disclosure and response to comment 1. While you have revised
certain disclosures in
your filing to suggest that you do not intend to further develop other
games and that any
economic benefits that may be derived from appreciation in the value
of the alBots outside
of accessing the Mano game are incidental to the entertainment
value, your filing
still suggest an intent to develop play-to-earn games and that Mano is a
game in which players
earn "financial rewards." For example, you describe your business
as a "GameFi" business,
reference "games" in the plural form, include several risk factors
on pages4-5 that
suggest you still intend to develop other games, and you mention
Yucheng Hu
Mega Matrix Corp.
August 26, 2022
Page 2
"financial rewards." Please further revise for consistency. Please also
clarify in your
disclosure what you mean by "other opportunities in the metaverse."
2. We note your response to comment 1 states that the NFTs in your Mano
game are supported by Binance Smart Chain and that the Company does not
use a
proprietary blockchain. Please include such disclosure in your filing.
3. We note your response to comments 2 and 3, as well as your previous
related responses.
While we do not have any further comments at this time regarding your
responses, please
confirm your understanding that our decision not to issue additional
comments should not
be interpreted to mean that we either agree or disagree with your
responses, including any
conclusions you have made, positions you have taken and practices you
have engaged in
or may engage in with respect to this matter, including in regards to
any NFTs or other
crypto assets that you may develop or mint in the future or that you may
support or
facilitate the minting or trading of in the future.
Risk Factors
Risks Related to Our Business
A particular digital asset's status, such as an NFT..., page 4
4. We note the statements in the risk factor on page 4 that the legal test
for determining
whether a particular crypto asset is a security may evolve over time
and 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. Please remove these statements as
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.
Please contact Taylor Beech at 202-551-4515 or Erin Jaskot at
202-551-3442 with any
questions.
Sincerely,
FirstName LastNameYucheng Hu
Division of
Corporation Finance
Comapany NameMega Matrix Corp.
Office of
Trade & Services
August 26, 2022 Page 2
cc: John P. Yung, Esq.
FirstName LastName