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Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 4, 2023



(Exact name of registrant as specified in 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

(Address of Principal Executive Offices)   (Zip Code)


(650) 340-1888

(Registrant’s telephone number, including area code)


Not applicable

(Former name or former address, if changed since last report)


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(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   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 1.01Entry into a Material Definitive Agreement.


On August 4, 2023, Bit Digital Singapore Pte Ltd (“Bit Digital”) and Saving Digital Pte Ltd (“Saving Digital”) and Marsprotocol Technologies Ltd (“Marsprotocol”) entered into a termination agreement whereby the parties agreed that Marsprotocol will purchase Bit Digital’s 120,000 ordinary shares in Marsprotocol for SGD$120,000. As a result of the transaction, Saving Digital, a subsidiary of Mega Matrix Corp., will own all of the outstanding ordinary shares of Marsprotocol. As a result of the repurchase of Bit Digital’s interest in Marsprotocol, Marsprotocol will no longer be providing crypto non-custodial staking tools to third parties.


Item 9.01Financial Statements and Exhibits


(d) Exhibits


Exhibit   Exhibit Description
10.1   Termination Agreement Among Bit Digital Singapore PTE Ltd. and Saving Digital Pte Ltd. and Marsprotocol Technologies Pte Ltd.
104   Cover Page Interactive Data File (formatted in Inline XBRL)







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


  Mega Matrix Corp.
  By: /s/ Yucheng Hu

Yucheng Hu

Chief Executive Officer

Dated: August 9, 2023