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                           April 29, 2024

       Yucheng Hu
       Chief Executive Officer
       Mega Matrix Inc.
       103 Tampines Street 86 #03-06
       The Alps Residences
       Singapore 528576

                                                        Re: Mega Matrix Inc.
                                                            Amendment No. 3 to
                                                            Registration
Statement on Form F-4
                                                            Filed April 5, 2024
                                                            File No. 333-271349

       Dear Yucheng Hu:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our February 2, 2024
letter.

       Amendment No. 3 to Form F-4

       Summary
       The Redomicile Merger
       Mega Matrix Corp.
       Corporate History, page 1

   1.                                                   We note your response
to prior comment 13. Please revise to clarify, in light of the
                                                        cessation of your
solo-staking activities, the status of the Master Right of Use and
                                                        Services Agreement
between MarsLand and SDP, including whether the agreement has
                                                        been terminated and
whether there are amounts payable under the agreement. In this
                                                        regard, we note that
fees payable under the agreement may be made in U.S. dollars,
                                                        USDC, USDT or ETH.
 Yucheng Hu
Mega Matrix Inc.
April 29, 2024
Page 2
Background and Reasons for the Redomicile Merger, page 3

2.       We note your response to prior comment 3 and re-issue in part. Please
revise to describe
         your "international corporate strategy." In this regard, we note your
disclosure that you
         believe the Redomicile Merger will allow you to "more closely align
[y]our structure with
         [y]our international corporate strategy."
Risk Factors
Risk Related to Digital Assets, page 23

3.       We note your response to prior comment 12. Please revise to clarify
the circumstances
         under which you "may, from time to time, accept stablecoins as
consideration for [your]
         shares and/or payment for [your] services.... [or] may continue to
purchase USDC and/or
         USDT so that [you] can purchase ETH more efficiently." In this regard,
we note your
         disclosures throughout that you have ceased solo-staking activities as
of March 5, 2024.
We are subject to risks related to holding cryptocurrencies, page 24

4.       We note your response to prior comment 14 and re-issue in part. Please
revise to address:
             The risks of storing all of your digital assets with a hot
custodian;
             The risks of loss of your crypto assets in the event of
Matrixport's insolvency or
            bankruptcy; and
             Whether your crypto assets custodied with Matrixport are held in
segregated accounts
            such that they are segregated from the property of Matrixport and
the assets of other
            Matrixport customers.
Management's Discussion and Analysis
Corporate Developments, page 32

5.       We note your response to prior comment 19 and your recognition of
MatrixPort Cactus
         Custody as your principal market. Please revise your next amendment to
remove
         reference to CoinMarketCap on page 33 as your pricing source for solo
staking revenues,
         or advise otherwise.
Proposal No. 1 Adoption of the Merger Agreement
The Redomicile Merger
MPU Cayman Amended and Restated Memorandum and Articles of Association, page 57

6.     We note your response to prior comment 2 and the removal of Proposal 2.
In light of your
       disclosure that there are material differences between provisions of MPU
Cayman   s
       Memorandum and Articles of Association and Cayman Islands law, and the
Company   s
       Certificate of Incorporation, Bylaws and Delaware law, and attachment of
the amended
FirstName LastNameYucheng Hu
       and restated charter as Annex B, please explain how you intend to adopt
MPU Cayman's
Comapany    NameMega
       Amended           Matrix Memorandum
                  and Restated   Inc.           and Articles of Association
without Proposal 2.
April 29, 2024 Page 2
FirstName LastName
 Yucheng Hu
FirstName   LastNameYucheng Hu
Mega Matrix   Inc.
Comapany
April       NameMega Matrix Inc.
       29, 2024
April 329, 2024 Page 3
Page
FirstName LastName
Index to Financial Statements
Notes to Consolidated Financial Statements
Note 1. Organization and Principal Activities, page F-7

7.       We note your disclosure on page F-8 that,    upon the deconsolidation
of JMC and its
         subsidiaries, the Company would focus on its short drama streaming
platform business
         and will substantially de-emphasize its solo staking activities.
Please reconcile this
         disclosure, specifically the fact that you will de-emphasize solo
staking activities, with
         other disclosures throughout the document that you have ceased
solo-staking activities as
         of March 5, 2024. Also, address if you will sell your ETH as part of
the cessation of the
         solo-staking business or if you plan to carry ETH on the balance
sheet. If you plan to
         continue to carry ETH, tell us and disclose your objectives for
holding ETH, including
         how you intend to use it, how long you intend to hold it and any
policy regarding when to
         sell or otherwise use it.
8.       Given your multiple changes in focus on disparate businesses over
recent years (i.e., from
         third-party management service contracts for aircraft operations, NFT
gaming and solo-
         staking to short drama streaming), please tell us your consideration
of whether each
         cessation of business qualifies as a discontinued operation under ASC
205-20. Provide us
         a comprehensive analysis that assesses the criteria in ASC
205-20-45-1B and otherwise
         references the authoritative literature you rely upon to support your
accounting.
Note 3. Summary of Principal Accounting Policies
Revenue from Solo-Staking business, page F-14

9.       We acknowledge your response to prior comment 22 and continue to
evaluate your
         December 29, 2023 response to comment 31 of our October 5, 2023
letter, and may have
         further comments.
Note 5. Digital Assets, page F-17

10.      Please revise your next amendment to provide all of the disclosure
requirements in ASC
         350-60-50-1, specifically:
             Cost basis for ETH; and
             Cost basis and number of units held for USDT.
11.      Please revise your next amendment to provide the disclosure
requirements in ASC 350-
         60-50-2.a to disclose the method used to determine your cost basis for
computing gains
         and losses (for example, first-in, first-out; specific identification;
average cost; or other
         method used). In this regard, it is unclear whether you continued your
previous policy
         after the adoption of ASU 2013-08.
Note 12. Subsequent Events, page F-25

12.      We note your acquisition of a 60% interest in FunVerse Holding Limited
on January 7,
         2024. Please provide us your analysis as to why you do not provide
audited financial
 Yucheng Hu
Mega Matrix Inc.
April 29, 2024
Page 4
      statements of FunVerse Holding Limited and pro forma financial
information reflecting
      this acquisition. In your response, provide us the significance tests
outlined in Rule 3-05
      of Regulation S-X. See Item 10(c)(1) and Item 14(h) of Form F-4.
       Please contact David Irving at 202-551-3321 or Mark Brunhofer at
202-551-3638 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-551-3758
with any
other questions.



                                                            Sincerely,
FirstName LastNameYucheng Hu
                                                            Division of
Corporation Finance
Comapany NameMega Matrix Inc.
                                                            Office of Crypto
Assets
April 29, 2024 Page 4
cc:       John P. Yung
FirstName LastName