{"url_path":"/sec/mpu/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"20-F/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1953021/0001213900-26-047696-index.html","accession_number":"0001213900-26-047696","cik":"0001953021","ticker":"MPU","issuer_name":"Mega Matrix Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1953021/0001213900-26-047696-index.html","primary_entity_key":"0001953021","primary_entity_name":"Mega Matrix Inc"},"word_count":1196,"has_tables":true,"body_markdown":"**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n \n\n**FORM 20-F/A**\n\n** (Amendment No.1)**\n\n \n\n☐ **REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR\n12(g) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\n**OR**\n\n \n\n☒ **ANNUAL REPORT PURSUANT TO SECTION 13\nOR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\n**For the fiscal year ended: December 31,\n2025**\n\n \n\n**OR**\n\n \n\n☐ **TRANSITION REPORT PURSUANT TO SECTION 13\nOR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\n**OR**\n\n \n\n☐ **SHELL COMPANY REPORT PURSUANT TO SECTION 13\nOR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\nDate of event requiring this shell company report\n\n \n\n**For the transition period from                    \nto                    **\n\n \n\nCommission file number: 001-42370\n\n \n\n \n\n \n\n**MEGA MATRIX INC.**\n\n(Exact name of Registrant as specified in its charter)\n\n \n\n**Cayman Islands**\n\n(Jurisdiction of incorporation or organization)\n\n \n\n**Level 21, 88 Market Street**\n\n**CapitaSpring**\n\n**Singapore 048948**\n\n**(650) 340-1888**\n\n(Address of Principal Executive Offices)\n\n \n\n**Yucheng Hu**\n\n**Telephone: (650) 340-1888**\n\n**Email: yucheng.hu@megamatrix.io**\n\n**Level 21, 88 Market Street**\n\n**CapitaSpring**\n\n**Singapore 048948**\n\n(Name, Telephone, E-mail and/or Facsimile number\nand Address of Company Contact Person)\n\n \n\nSecurities registered or to be registered pursuant\nto Section 12(b) of the Act:\n\n \n\n**Title of each class**   **Trading Symbol(s)**   **Exchange on which registered**\n\nClass A Ordinary Shares, par value $0.001 per share   MPU   NYSE American\n\n \n\nSecurities registered or to be registered pursuant\nto Section 12(g) of the Act: **None**\n\n \n\nSecurities for which there is a reporting obligation\npursuant to Section 15(d) of the Act: **None**\n\n \n\n \n\n \n\nNumber of outstanding shares of each of the issuer’s\nclasses of capital or common stock as of the close of the period covered by the annual report: 61,926,888 Class A Ordinary Shares were\noutstanding, 2,809,977 Class B Ordinary Shares were outstanding and 3,123,723 Class C Ordinary Shares were outstanding as of December\n31, 2025.\n\n \n\nIndicate by check mark if the registrant is a\nwell-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒\n\n \n\nIf this report is an annual or transition report,\nindicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange\nAct of 1934. Yes ☐ No ☒\n\n \n\nNote – Checking the box above will not relieve\nany registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations\nunder those Sections.\n\n \n\nIndicate by check mark whether the registrant\n(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the\npreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject\nto such filing requirements for the past 90 days. Yes ☒ No ☐\n\n \n\nIndicate by check mark whether the registrant\nhas submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405\nof this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐\n\n  \n\nIndicate by check mark whether the registrant\nis a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated\nfiler and large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2\nof the Exchange Act. (Check one):\n\n \n\nLarge accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☒\n\n \n\nIf an emerging growth company that prepares its\nfinancial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition\nperiod for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange\nAc. ☐\n\n \n\n†The term “new or revised financial accounting standard”\nrefers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.\n\n \n\nIndicate by check mark whether the registrant\nhas filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial\nreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or\nissued its audit report. ☐\n\n \n\nIf securities are registered pursuant to Section\n12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction\nof an error to previously issued financial statements. ☐\n\n \n\nIndicate by check mark whether any of those error\ncorrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s\nexecutive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐\n\n \n\nIndicate by check mark which basis of accounting\nthe registrant has used to prepare the financial statements included in this filing:\n\n \n\nU.S. GAAP  ☒  \nInternational Financial Reporting Standards\nas issued\n\nby the International Accounting Standards Board  ☐\n  Other  ☐\n\n \n\nIf “Other” has been checked in response\nto the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17\n☐ Item 18 ☐\n\n \n\nIf this is an annual report, indicate by check\nmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒\n\n \n\n(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY\nPROCEEDINGS DURING THE PAST FIVE YEARS)\n\n \n\nIndicate by check mark whether the registrant\nhas filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent\nto the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐\n\n \n\n \n\n \n\n \n\n** **\n\n**EXPLANATORY NOTE**\n\n** **\n\nThis Amendment No. 1 to Form 20-F (“Amendment\nNo. 1”) amends our annual report for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange\nCommission (“SEC”) on April 16, 2026 (the “Original Filing”). Amendment No. 1 is being filed solely to correct\na typographical error from “$101.6 million” to “$1.02 million” in the Original Filing under “Item 6 –\nB. Compensation.” Accordingly, the Company is restating in its entirety Item 6 – B. Compensation in this Amendment No. 1.\n\n \n\nThis Amendment No. 1 continues to speak as of the\ndate of the Original Filing, and no attempt has been made in this Amendment No. 1 to modify or update disclosures in the Original Filing\nexcept as noted above. This Amendment No. 1 does not reflect events occurring after the Original Filing, and information not affected\nby the amendment remains unchanged and reflects the disclosure made at the time of the Original Filing except as noted above. In particular,\nany forward-looking statements included in this Amendment No. 1 represent management’s view as of the filing date of the Original\nFiling. Accordingly, this Amendment No. 1 should be read in conjunction with any documents incorporated by reference therein and our filings\nmade with the SEC subsequent to the Original Filing, including any amendments to those filings.\n\n \n\nPursuant to Rule 12b-15 under the Securities Exchange\nAct of 1934 (the “Exchange Act”), the Company is also filing or furnishing the certifications required under Sections 302\nand 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1.\n\n \n\ni"}