This prospectus is part of a registration statement on Form S-1 that
we filed with the SEC using a continuous offering process.
You should read this prospectus and the information and documents incorporated
by reference carefully. Such documents contain important information you should consider when making your investment decision. See “Where
You Can Find Additional Information” and “Incorporation of Information by Reference” in this prospectus.
You should rely only on the information provided in this prospectus
or documents incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information.
This prospectus covers offers and sales of our common stock only in jurisdictions in which such offers and sales are permitted. The information
contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus
or of any sale of our common stock. You should not assume that the information contained in this prospectus is accurate as of any date
other than the date on the front cover of this prospectus, or that the information contained in any document incorporated by reference
is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus
or any sale of a security.
Effective March 25, 2022, we changed our name from Aerocentury
Corp. to Mega Matrix Corp. to better reflect our expansion into Metaverse and non-fungible tokens (NFTs) gaming business. All references
in this prospectus, unless the context indicates otherwise, to “AeroCentury” refers to AeroCentury Corp. and the “Company,”
“we,” “us,” and “our” refers to AeroCentury prior to March 25, 2022, and renamed “Mega Matrix
Corp.” commencing on March 25, 2022, and, except where expressly noted otherwise or the context otherwise requires, its consolidated
subsidiaries.
RISK
FACTORS
An investment
in our common stock involves risks. Prior to making a decision about investing in our common stock, you should consider carefully the
risks together with all of the other information contained or incorporated by reference in this prospectus, including any risks in the
section entitled “Risk Factors” contained in any supplements to this prospectus and in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2021, and in our subsequent filings with the SEC. Each of the referenced risks and uncertainties could
adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our
securities. Additional risks not known to us or that we believe are immaterial may also adversely affect our business, operating results
and financial condition and the value of an investment in our securities.
Risks Related to our Business
A particular digital asset’s status, such as an NFT, including
our alBots, Genomes and weapons, as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty
and if a regulator disagrees with our characterization of the NFT or Mano coin, we may be subject to regulatory scrutiny, investigation,
fines and penalties, which may adversely affect our business, operating results and financial condition. A determination that a NFT or
our Mano coin is a “security” may adversely affect the value of those NFTs, Mano coins, and our business.
The SEC and its staff have taken the position that certain digital assets
such as a NFT may fall within the definition of a “security” under U.S. federal securities laws. The legal test for determining
whether any given digital asset is a security is a highly complex, fact-driven analysis that may evolve over time, and the outcome is
difficult to predict. Our determination that the NFTs that are developed by players and our Mano coins are not securities is a risk-based
assessment and not a legal standard or one binding on regulators. The SEC generally does not provide advance guidance or confirmation
on the status of any particular digital asset as a security.
The classification of a digital asset as a security under applicable law
has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading, and clearing of such assets. For
example, a digital asset that is a security may generally only be offered or sold pursuant to a registration statement filed with the
SEC or in an offering that qualifies for an exemption from registration. Persons that effect transactions in digital assets that are
securities may be subject to registration with the SEC as a “broker” or “dealer.” Platforms that bring together
purchasers and sellers to trade digital assets that are securities are generally subject to registration as national securities exchanges,
or must qualify for an exemption, such as by being operated by a registered broker-dealer as an alternative trading system (“ATS”),
in compliance with rules for ATS’s. Persons facilitating clearing and settlement of securities may be subject to registration with
the SEC as a clearing agency.
We analyze
whether the NFTs that are related to our games and the Mano coin could be deemed to be a “security” under applicable laws.
Our analysis does not constitute a legal standard, but rather represent our management’s assessment regarding the likelihood that
a particular digital asset could be deemed a “security” under applicable laws. Regardless of our conclusions, we could be
subject to legal or regulatory action in the event the SEC or a court were to determine that NFTs
that are generated by our games or Mano coin may be deemed a “security” under applicable laws.
There can be no assurances that we will properly characterize any
given digital asset as a security or non-security or that the SEC, or a court, if the question was presented to it, would agree with
our assessment. We could be subject to judicial or administrative sanctions for failing to offer or sell digital assets in compliance
with the registration requirements, or for acting as a broker or dealer without appropriate registration. Such an action could result
in injunctions, cease and desist orders, as well as civil monetary penalties, fines, and disgorgement, criminal liability, and reputational
harm. For instance, all transactions in such supported digital asset would have to be registered with the SEC, or conducted in accordance
with an exemption from registration, which could severely limit its liquidity, usability and transactability. Further, it could draw
negative publicity and a decline in the general acceptance of the digital asset. Also, it may make it difficult for such digital asset
to be traded, cleared, and custodied as compared to other digital assets that are not considered to be securities. Due to regulatory
challenges, we plan to discontinue the Mano game and the alSpace platform on or before the end of December 31, 2022. We plan to explore
other crypto-related business models outside of the United States.
The NFT gaming industry is new and developing and there is no
assurance that our games currently under development will be accepted by players.
The development of the NFT game industry is new and continues to
rapidly evolve. We developed a “Play-to-Earn” model that allows players to earn rewards through NFT while they play the Mano
game on our “alSpace” platform. Our first NFT game was released on March 25, 2022. However, no assurance can be made that
Mano will generate enough interest in order for the game to be successful or for players to utilize their Mano NFTs. In addition, due
to regulatory challenges, we plan to discontinue the Mano game and the alSpace platform on or before the end of December 31, 2022. We
plan to explore other crypto-related business models outside of the United States.
We plan to explore other opportunities in the metaverse and
crypto-related business to expand our business model.
Due to regulatory challenges, we have decided to discontinue the
Mano game and the alSpace platform on or before the end of December 31, 2022. Therefore, we plan need to explore and develop other opportunities
in the metaverse and crypto-related business in order to expand our business model. However, we may not be successful in identifying
a new metaverse and crypto-related business model that is acceptable to us, which will adversely affect our business objective.
Our business will be intensely competitive. We may not deliver
successful and engaging game, or players and consumers may prefer our competitors’ products over our own.
Although the development of the NFT gaming industry is new, we
anticipate that competition in our business will be intense. Many new products will be introduced, but we anticipate that only a relatively
small number of products will drive significant engagement and account for a significant portion of total revenue. It is anticipated
that our competitors will range from mature well-funded companies to emerging start-ups. If we do not develop consistent high-quality,
well-received and engaging products that are of interest to players, the lack of interest will adversely affect our business objectives.
There can be no assurance that the market
for NFTs will be developed and/or sustained, which may materially adversely affect the value of NFTs.
The market for digital assets, including, without
limitation, NFTs, whether related to in-game assets or otherwise, is still nascent. Accordingly, the market for NFTs may not develop,
or if a market does develop, such value be maintained. If a market does not develop for the NFTs, it may be difficult or impossible for
us to maintain a marketplace where players and users can trade and eventually sell their NFTs. Failure to develop a marketplace
for our NFTs will adversely affect our business objectives.
The technology underlying blockchain technology is subject to
a number of industry-wide challenges and risks relating to consumer acceptance of blockchain technology. The slowing or stopping of the
development or acceptance of blockchain networks and blockchain assets would have a material adverse effect on the successful adoption
of the NFTs.
The growth of the blockchain industry is subject to a high degree
of uncertainty regarding consumer adoption and long-term development. The factors affecting the further development of the blockchain
and NFT industry include, without limitation:
| ● | worldwide growth
in the adoption and use of NFTs and other blockchain technologies; |
| ● | government and
quasi-government regulation of NFTs and their use, or restrictions on or regulation of access
to and operation of blockchain networks or similar systems; |
| ● | the maintenance
and development of the open-source software protocol of blockchain networks; |
| ● | changes in consumer
demographics and public tastes and preferences; |
| ● | the availability
and popularity of other forms or methods of buying and selling goods and services, or trading
assets, including new means of using government-backed currencies or existing networks; |
| ● | the extent to which
current interest in NFTs represents a speculative “bubble”; |
| ● | general economic
conditions in the United States and the world; |
| ● | the regulatory
environment relating to NFTs and blockchains; and |
| ● | a decline in the
popularity or acceptance of NFTs or other digital assets. |
The NFT industry as a whole has been characterized by rapid changes
and innovations and is constantly evolving. Although it has experienced significant growth in recent years, the slowing or stopping of
the development, general acceptance and adoption and usage of blockchain networks and blockchain assets may deter or delay the acceptance
and adoption of NFTs.
The slowing or stopping of the development, general acceptance
and adoption and usage of blockchain networks or blockchain assets may adversely impact the value of NFTs. The value of specific NFTs
relies on the development, general acceptance and adoption and usage of the applicable blockchain network which depends on ability to
readily access the applicable network.
The prices of digital assets are extremely volatile, and such volatility
may have a material adverse effect on the value of alSpace platform NFTs.
Decreases in the price of even a single other digital asset may cause volatility
in the entire digital asset industry and may affect the value of other digital assets, including any alSpace platform NFTs. For
example, a security breach or any other incident or set of circumstances that affects purchaser or user confidence in a well-known digital
asset may affect the industry as a whole and may also cause the price of other digital assets, including NFTs, to fluctuate.
The value of in-game asset NFTs relies in part on the development,
general acceptance and adoption and usage of blockchain assets, rather than solely on the in-game asset itself.
In-game asset NFTs are a means to establish proof of ownership
of in-game assets through cryptographic key pairs, the public key of the creator(s) who created the in-game asset and the private key
of the holder representing a verified instance (whether unique or part of a series) of that in-game asset. The purchase of an in-game
asset NFT gives the holder the right to hold, transfer and/or sell the NFT. The NFT does not itself include any physical manifestation
of the in-game asset. The value of in-game asset NFTs is derived from the cryptographic record of ownership, rather than solely on the
in-game asset itself (alBots and other in-game items); an in-game asset originated as an NFT (i.e., the actual file or files constituting
the in-game asset of which ownership is represented by an NFT) may have no value absent the NFT, depending on what other rights were
conveyed with the NFT, for example a copyright interest that could be transferred separate from the NFT. Thus, the value of the in-game
asset NFT relies in part on the continued development, acceptance, adoption and usage of the applicable blockchain.
Expansion of our operations into new products, services and
technologies, including content categories, is inherently risky and may subject us to additional business, legal, financial and competitive
risks.
Historically, our operations have been focused on third-party management
service contracts for aircraft operations. Further expansion of our operations and our marketplace into additional products and services,
such as NFTs and crypto-related businesses involve numerous risks and challenges, including potential new competition, increased capital
requirements and increased marketing spent to achieve customer awareness of these new products and services. Growth into additional content,
product and service areas may require changes to our existing business model and cost structure and modifications to our infrastructure
and may expose us to new regulatory and legal risks, any of which may require expertise in areas in which we have little or no experience.
There is no guarantee that we will be able to generate sufficient revenue from sales of such products and services to offset the costs
of developing, acquiring, managing and monetizing such products and services and our business may be adversely affected.
If we cannot continue to innovate technologically or develop,
market and sell new products and services, or enhance existing technology and products and services to meet customer requirements, our
ability to grow our revenue could be impaired.
Our growth largely depends on our ability to innovate and add value
to our existing creative platform and to provide our customers and contributors with a scalable, high-performing technology infrastructure
that can efficiently and reliably handle increased customer and contributor usage globally, as well as the deployment of new features.
For example, NFTs require additional capital and resources. Without improvements to our technology and infrastructure, our operations
might suffer from unanticipated system disruptions, slow performance or unreliable service levels, any of which could negatively affect
our reputation and ability to attract and retain customers and contributors. We are currently making, and plan to continue making, significant
investments to maintain and enhance the technology and infrastructure and to evolve our information processes and computer systems in
order to run our business more efficiently and remain competitive. We may not achieve the anticipated benefits, significant growth or
increased market share from these investments for several years, if at all. If we are unable to manage our investments successfully
or in a cost-efficient manner, our business and results of operations may be adversely affected.
The value of NFT is uncertain and may subject
us to unforeseeable risks.
We create and support NFTs. NFTs are unique, one-of-a-kind digital
assets made possible by certain digital asset network protocols. Because of their non-fungible nature, NFTs introduce digital scarcity
and have become popular as online “collectibles,” similar to physical rare collectible items, such as trading cards or art.
Like real world collectibles, the value of NFTs may be prone to “boom and bust” cycles as popularity increases and subsequently
subsides. If any of these bust cycles were to occur, it could adversely affect the value of certain of our future strategies. In addition,
because NFTs generally rely on the same types of underlying technologies as digital assets, most risks applicable to digital assets are
also applicable to NFTs and hence our creation of NFTs will be subject to general digital assets risks as described elsewhere in these
risk factors.
A particular digital asset’s status as a “security”
in any relevant jurisdiction is subject to a high degree of uncertainty and depending upon the activities undertaken by our customers
utilizing our products and services, we and our customers may be subject to regulatory scrutiny, investigations, fines, and other penalties,
which may adversely affect our business, operating results, and financial condition.
The SEC and its staff have taken the position that certain digital
assets fall within the definition of a “security” under the U.S. federal securities laws. The legal test for determining
whether any given digital asset is a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult
to predict. The SEC generally does not provide advance guidance or confirmation on the status of any particular asset as a security.
Furthermore, 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. With respect to various digital assets, there is currently no certainty under the applicable legal test that such
assets are not securities, notwithstanding the conclusions we may draw based on our risk-based assessment regarding the likelihood that
a particular asset could be deemed a “security” under applicable laws.
The classification of a digital asset as a security under applicable
law has wide-ranging implications for the regulatory obligations that flow from the offer, sale and trading of such assets. For example,
a digital asset that is a security in the United States may generally only be offered or sold in the United States pursuant to a registration
statement filed with the SEC or in an offering that qualifies for an exemption from registration. Persons that effect transactions in
assets that are securities in the United States may be subject to registration with the SEC as a “broker” or “dealer.”
Platforms that bring together purchasers and sellers to trade digital assets that are securities in the United States are generally subject
to registration as national securities exchanges, or must qualify for an exemption, such as by being operated by a registered broker-dealer
as an alternative trading system, or ATS, in compliance with rules for ATSs. Persons facilitating clearing and settlement of securities
may be subject to registration with the SEC as a clearing agency. Foreign jurisdictions may have similar licensing, registration, and
qualification requirements.
If the SEC, foreign regulatory authority, or a court were to determine
that a supported digital asset offered, sold, or traded by one of our customers on a platform provided by us is a security, our customer
would not be able to offer such asset for trading until it was able to do so in a compliant manner, which would require significant expenditures
by the customer. In addition, we or our customer could be subject to judicial or administrative sanctions for failing to offer or sell
the digital asset in compliance with the registration requirements, or for acting as a broker, dealer, or national securities exchange
without appropriate registration. Such an action could result in injunctions, cease and desist orders, as well as civil monetary penalties,
fines, disgorgement, criminal liability, and reputational harm which could negatively impact our business, operating results, and financial
condition.
Risks Related to our Company
Our filing of bankruptcy may adversely affect our business and relationships.
On August 31, 2021, the Bankruptcy Court entered its Findings of
Fact, Conclusions of Law and Order Approving and Confirming the Combined Disclosure Statement and Joint Chapter 11 Plan of AeroCentury
Corp. (now known as Mega Matrix Corp.), and its Affiliated Debtors. The Effective Date of the Plan occurred on September 30, 2021. Each
condition precedent to consummation of the Plan has been satisfied and/or waived.
As a result of our bankruptcy filing:
| ● | suppliers, vendors or other contract counterparties may require
additional financial assurances or enhanced performance from us; |
| ● | our ability to compete for new business may be adversely affected; |
| ● | our ability to attract, motivate and retain key executives and
employees may be adversely affected; |
| ● | our employees may be distracted from performance of their duties
or more easily attracted to other employment opportunities; and |
| ● | we may have difficulty obtaining the capital we need to operate
and grow our business. |
The occurrence
of one or more of these events could have a material adverse effect on our business, financial condition, results of operations and reputation.
Upon our emergence from Chapter 11, the composition of our stockholder
base has changed significantly.
As a result of the concentration of our equity ownership, our future
strategy and plans may differ materially from those in the past. Upon our anticipated emergence from Chapter 11, the Plan Sponsors collectively
held approximately 65.0% of our common stock, while holders of our legacy equity interests held approximately 35.0% of our common stock.
Therefore, the Plan Sponsors have significant control on the outcome of matters submitted to a vote of stockholders, including, but not
limited to, electing directors and approving corporate transactions. As a result, our future strategy and plans may differ materially
from those of the past. Circumstances may occur in which the interests of the Plan Sponsors could be in conflict with the interests of
other stockholders, and the Plan Sponsors would have substantial influence to cause us to take actions that align with their interests.
Should conflicts arise, there can be no assurance that the Plan Sponsors would act in the best interests of other stockholders or that
any conflicts of interest would be resolved in a manner favorable to our other stockholders.
The composition of our board of directors has changed significantly.
Pursuant to the Plan, the composition of our board of directors changed
significantly. Upon our emergence from Chapter 11, our board of directors consisted of five directors, none of whom had previously served
on our board of directors. The new directors have different backgrounds, experiences and perspectives from those who previously served
on our board of directors and thus may have different views on the issues that will determine our future. There can be no assurance that
our new board of directors will pursue, or will pursue in the same manner, our previous strategy and business plans.
Certain information contained in our historical financial statements
are not comparable to the information contained in our financial statements after the adoption of fresh start accounting.
Upon our emergence from Chapter 11, we adopted fresh start accounting
in accordance with ASC Topic 852 and became a new entity for financial reporting purposes. As a result, we revalued our assets and liabilities
based on our estimate of our enterprise value and the fair value of each of our assets and liabilities. These estimates, projections and
enterprise valuation were prepared solely for the purpose of the bankruptcy proceedings and should not be relied upon by investors for
any other purpose. At the time they were prepared, the determination of these values reflected numerous estimates and assumptions, and
the fair values recorded based on these estimates may not be fully realized in periods subsequent to our emergence from Chapter 11.
The consolidated financial statements after our emergence from bankruptcy
will not be comparable to the consolidated financial statements on or before that date. This will make it difficult for stockholders to
assess our performance in relation to prior periods.
We have a limited operating history in our post-bankruptcy new
focus business, so there is a limited track record on which to judge our business prospects and management.
We have limited operating history in NFT gaming, NFT and metaverse
upon which to base an evaluation of our business and prospects. You must consider the risks and difficulties we face as a small operating
company with limited operating history. Further, our additional game development for metaverse games is a new venture, to which we have
no experience and will rely upon our third party developers to develop such a game.
We may need to raise additional capital by issuing additional
securities which could hurt the market for our securities or be on terms more favorable than those of our current shareholders.
We will need to, or desire to, raise substantial additional capital in the future if this funding is not
fully carried out. Our future capital requirements will depend on the costs of establishing or acquiring sales, marketing, and distribution
capabilities for our services inducing sales of AlBots, the gaming portion of the company, and operations and other potential unforeseen
circumstances.
Our business depends on the continuing efforts of our management.
If it loses their services, our business may be severely disrupted.
Our business operations depend on the efforts of our new management,
particularly the executive officers named in this document. If one or more of our management were unable or unwilling to continue their
employment with us, it might not be able to replace them in a timely manner, or at all. We may incur additional expenses to recruit and
retain qualified replacements. Our business may be severely disrupted, and our financial condition and results of operations may be materially
and adversely affected. In addition, our management may join a competitor or form a competing company. As a result, our business may be
negatively affected due to the loss of one or more members of our management.
We may not be able to prevent or timely detect cyber security
breaches and may be subject to data, security and/or system breaches which could adversely affect our business operations and financial
conditions.
We rely on information technology networks and systems, including
the use of third-party communications systems over the Internet, to process, transmit and store electronic information, and to manage
or support our business activities. These information technology networks and systems may be subject to security breaches, hacking, phishing,
or spoofing attempts by others to gain unauthorized access to our business information and financial accounts. A cyberattack, unauthorized
intrusion, or theft of personal, financial or sensitive business information could have a material adverse effect on our business operations
or our clients’ information, and could harm our operations, reputation and financial situation. In addition, due to an increase
in the types of cyberattacks, our employees could be victim to such scams designed to trick victims into transferring sensitive company
data or funds, that could compromise and/or disrupt our business operations.
We were a victim of a business email compromise scam (BEC) in December
2021. BEC scams involve using social engineering to cause employees to wire funds to the perpetrators in the mistaken belief that the
requests were made by a company executive or established vendor. As a result of the BEC scam, we have enhanced BEC awareness within our
organization, established additional controls to help detect BEC scams when they occur, and require additional confirmations for large
money transactions. In addition, we seek to detect and investigate all cybersecurity incidents and to prevent their recurrence, but in
some cases, we might be unaware of an incident or its magnitude, duration, and effects. While we take every effort to train our employees
to be cognizant of these types of attacks and to take appropriate precautions, and have taken actions and implemented controls to protect
our systems and information, the level of technological sophistication being used by attackers has increased in recent years, and may
be insufficient to protect our systems or information. Any successful cyberattack against us could lead to the loss of significant company
funds or result in in potential liability, including litigation or other legal actions against us, or the imposition of penalties, which
could cause us to incur significant remedial costs. Further, we cannot ensure that our efforts and measures taken will be sufficient
to prevent or mitigate any damage caused by a cybersecurity incident, and our networks and systems may be vulnerable to security breaches,
hacking, phishing, spoofing, BEC, employee error or manipulation, or other adverse events.
Due to the evolving nature and increased sophistication of these
cybersecurity threats, the potential impact of any future incident cannot be predicted with certainty; however, any such incidents could
have a material adverse effect on our results of operations and financial condition, especially if we fail to maintain sufficient insurance
coverage to cover liabilities incurred or are unable to recover any funds lost in data, security and/or system breaches, and could result
in a material adverse effect on our business and results of operations.
As of December 31, 2021, our internal control over financial
reporting was ineffective, and if we continue to fail to improve such controls and procedures, investors could lose confidence in our
financial and other reports, the price of our common stock may decline, and we may be subject to increased risks and liabilities.
As a public company, we are subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the Sarbanes-Oxley Act of 2002. The Exchange Act
requires, among other things, that we file annual reports with respect to our business and financial condition. Section 404 of the Sarbanes-Oxley
Act requires, among other things, that we include a report of our management on our internal control over financial reporting. We are
also required to include certifications of our management regarding the effectiveness of our disclosure controls and procedures. We previously
identified a material weakness in our internal control over financial reporting relating to our tax review control for complex transactions.
We are in the process of enhancing our tax review control related to unusual transactions that we may encounter, but that control has
not operated for a sufficient time to determine if the control was effective as of December 31, 2021. If we cannot effectively maintain
our controls and procedures, we could suffer material misstatements in our financial statements and other information we report which
would likely cause investors to lose confidence. This lack of confidence could lead to a decline in the trading price of our common stock.
Compliance with
the Sarbanes-Oxley Act of 2002 will require substantial financial and management resources and may increase the time and costs of completing
an acquisition.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate
and report on our system of internal controls and may require us to have such system audited by an independent registered public accounting
firm. If we fail to maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties
and/or shareholder litigation. Any inability to provide reliable financial reports could harm our business. Furthermore, any failure to
implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial
processes and reporting in the future, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior
internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect
on the trading price of our securities.
The trading prices of our common stock could be volatile, which
could result in substantial losses to our shareholders and investors.
The trading prices of our common stock could be volatile and could
fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, like the performance
and fluctuation in the market prices or the underperformance or deteriorating financial results of other similarly situated companies
that have listed their securities in the U.S. in recent years. The securities of some of these companies have experienced significant
volatility including, in some cases, substantial price declines in the trading prices of their securities. In addition, securities markets
may from time to time experience significant price and volume fluctuations that are not related to our operating performance, such as
the large decline in share prices in the United States and other jurisdictions.
In addition to market and industry factors, the price and trading volume
for our common stock may be highly volatile for factors specific to our own operations including the following:
| ● | variations in our revenues, earnings and cash flow; |
| ● | announcements of new product and service offerings, investments,
acquisitions, strategic partnerships, joint ventures, or capital commitments by us or our competitors; |
| ● | changes in the performance or market valuation of our company
or our competitors; |
| ● | changes in financial estimates by securities analysts; |
| ● | changes in the number of our users and customers; |
| ● | fluctuations in our operating metrics; |
| ● | failures on our part to realize monetization opportunities as
expected; |
| ● | additions or departures of our key management and personnel; |
| ● | detrimental negative publicity about us, our competitors or
our industry; |
| ● | market conditions or regulatory developments affecting us or
our industry; and |
| ● | potential litigations or regulatory investigations. |
Any of these factors may result in large and sudden changes in the
trading volume and the price at which our common stock will trade. In the past, shareholders of a public company often brought securities
class action suits against the listed company following periods of instability in the market price of that company’s securities.
If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources
from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the
suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the
future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material
adverse effect on our financial condition and results of operations.
If our common stock becomes subject to the SEC’s penny stock
rules, broker-dealers may experience difficulty in completing customer transactions, and trading activity in our securities may be adversely
affected.
If at any time we have net tangible assets of $5,000,001 or less and
our common stock has a market price per share of less than $5.00, transactions in our common stock may be subject to the “penny
stock” rules promulgated under the Exchange Act. Under these rules, broker-dealers who recommend such securities to persons other
than institutional accredited investors must:
| ● | make a special written suitability determination for the purchaser; |
| ● | receive the purchaser’s written agreement to the transaction
prior to sale; |
| ● | provide the purchaser with risk disclosure documents which identify
certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks”
as well as a purchaser’s legal remedies; and |
| ● | obtain a signed and dated acknowledgment from the purchaser
demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny
stock” can be completed. |
If our common stock becomes
subject to these rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities
may be adversely affected. As a result, the market price of our common stock may be depressed, and you may find it more difficult to
sell our common stock.
An active trading market for our common stock may not develop, and
you may not be able to easily sell your common stock.
An active trading market for shares of our common stock following our
emergence from bankruptcy may never develop or be sustained. If an active trading market does not develop, you may have difficulty selling
your shares of common stock or at all. An inactive market may also impair our ability to raise capital by selling our common stock, and
it may impair our ability to attract and motivate our employees through equity incentive awards and our ability to acquire other companies
by using our common stock as consideration.
If we do not continue to satisfy the NYSE American continued listing
requirements, our common stock could be delisted.
The listing of our common stock on NYSE American is contingent on our
compliance with the NYSE American’s conditions for continued listing.
On September 11, 2020, we received a deficiency letter from NYSE
American notifying us of our non-compliance with NYSE American’s stockholders’ equity listing standards as set forth in Section
1003(a)(i) - (iii) of the NYSE American Company Guide. Subsequently, we submitted a plan to the NYSE American to bring us into compliance
with such listing standards within 18 months of receipt of the deficiency letter. On November 25, 2020, we received a letter from the
NYSE American notifying us of its acceptance of our plan and our continuing listing pursuant to an extension with a target completion
date of March 11, 2022.
As a result of management’s efforts, on March 11, 2022, the
NYSE American informed the Company that it has regained compliance with all of the NYSE American continued listing standards set forth
in Part 10 of the Company Guide.
Should
we fail to meet the NYSE American’s continuing listing requirements, we may be subject to delisting by the NYSE America. In the
event our common stock is no longer listed for trading on the NYSE American, our trading volume and share price may decrease and we may
experience difficulties in raising capital which could materially affect our operations and financial results. Further, delisting from
the NYSE American could also have other negative effects, including potential loss of confidence by partners, lenders, suppliers and employees.
Finally, delisting could make it harder for us to raise capital and sell securities.
Sales of a significant number of our common stock in the public
market, or the perception that such sales could occur, could depress the market price of our common stock.
In connection with a private placement of 2,870,927 (14,354,635 post-split)
shares of common stock that closed on September 30, 2021, we have filed a registration statement allowing the holder thereof to resell
the common stock. The sales of those shares of common stock in the public market could depress the market price of our common stock and
impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of
our common stock would have on the market price of our common stock.
PRIVATE
PLACEMENT OF SECURITIES
On September 30, 2021, we entered and consummated the transactions
contemplated by a Securities Purchase Agreement with nine investors pursuant to which we issued and sold 2,870,927 (14,345,635 post-split)
shares of common stock, par value $0.001 per share at $3.85 for each share of common stock, for an aggregate purchase price of approximately
$11,053,069.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We are required to file annual, quarterly and special reports,
proxy statements and other information with the SEC. The SEC maintains an Internet web site at http://www.sec.gov. that contains reports,
proxy and information statements, and other information that we file electronically with the SEC.
We have filed a registration statement, of which this prospectus is
a part, covering the securities offered hereby. As allowed by SEC rules, this prospectus does not include all of the information contained
in the registration statement and the included exhibits, financial statements and schedules. You are referred to the registration statement,
the included exhibits, financial statements and schedules for further information. This prospectus is qualified in its entirety by such
other information.
We are subject to the information and periodic reporting requirements
of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and, in accordance therewith, file periodic reports, proxy statements
and other information with the SEC. Such periodic reports, proxy statements and other information are available to the public over the
Internet at the website of the SEC referred to above. We maintain a website at http://www.mtmtgroup.com The reference to our website
address does not constitute incorporation by reference of the information contained on our website, and you should not consider the contents
of our website in making an investment decision with respect to our common stock.
INCORPORATION
OF INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information
we file with it, which means that we can disclose important information to you by referring you to those documents. The information we
incorporate by reference is an important part of this prospectus, and certain information that we will later file with the SEC will automatically
update and supersede this information. We incorporate by reference the documents listed below, as well as any future filings made with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of the initial registration statement and prior to
the effectiveness of this registration statement, and any filings made after the date of this prospectus until we sell all of the securities
under this prospectus, except that we do not incorporate any document or portion of a document that was furnished and deemed by the rules
of the SEC not to have been filed.
| ● | Our annual report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 30, 2022; |
|
● |
Our quarterly report on Form
10-Q for the quarterly period ended March 31, 2022, filed with the SEC on May 16, 2022 and for the quarterly period ended June 30, 2022, filed with the SEC on August 22, 2022; |
Additionally, all reports and other documents subsequently filed by
us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, except as to any portion of any report or document that is not
deemed filed under such provisions, (i) after the effective date the registration statement containing this prospectus and (ii) until
the earlier of the date on which all the securities registered hereunder have been sold or the registration statement of which this prospectus
is a part has been withdrawn, shall be deemed to be incorporated by reference in this prospectus and to be part hereof from the date of
filing of such reports and other documents. Any information that we subsequently file with the SEC that is incorporated by reference as
described above will automatically update and supersede any previous information that is part of this prospectus. Nothing in this prospectus
shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Items 2.02, 7.02 or 9.01 of Form 8-K.
Upon written or oral request,
we will provide without charge to each person to whom a copy of the prospectus is delivered a copy of the documents incorporated by reference
herein (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference herein). You may request
a copy of these filings, at no cost, by writing or telephoning us at the following address: 3000 El Camino Real, Bldg. 4, Suite 200,
Palo Alto, CA; Attention: carol.wang@mtmtgroup.com; telephone (650) 340-1888.
DESCRIPTION OF OUR CAPITAL
STOCK
The selling stockholder may, from time to time, sell, transfer,
or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market,
or trading facility on which the shares are traded or in private transactions at fixed prices, at prevailing market prices at the time
of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
This prospectus provides you with a general description of the common stock the selling stockholder may offer.
The description below of our capital stock and provisions of our
second amended and restated certificate of incorporation, as amended, and third amended and restated bylaws are summaries and are qualified
by reference to the second amended and restated certificate of incorporation, as amended, and the third amended and restated bylaws.
These documents are filed as exhibits to the registration statement of which this prospectus is a part.
The total number of shares of all classes of capital stock which
we have authority to issue is 42,000,000 shares of capital stock, consisting of (i) 40,000,000 shares of common stock, par value $0.001
per share, and (ii) 2,000,000 shares of preferred stock, par value $0.001 per share. As of September 26, 2022, there were no outstanding
shares of preferred stock and 22,084,055 outstanding shares of common stock.
Common Stock
Holders of our common stock are entitled to one vote per share
for each share held of record on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Our second
amended and restated certificate of incorporation, as amended, does not provide for cumulative voting. Subject to preferences that may
be applicable to any outstanding preferred stock, the holders of our common stock are entitled to receive ratably such dividends, if
any, as may be declared by our board of directors out of legally available funds. Upon liquidation, dissolution or winding-up, the holders
of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of
or provision for all liabilities and the liquidation preference of any outstanding preferred stock. The holders of our common stock have
no preemptive, subscription, redemption or conversion rights. Our common stock is currently listed on the NYSE American under the symbol
“MTMT.”
Preferred Stock
The board of directors has the authority, without further action by
the stockholders, to issue up to 2,000,000 shares of preferred stock, $0.001 par value per share, in one or more series. The board of
directors will also have the authority to designate the rights, preferences, privileges and restrictions of each such series, including
dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences, and
the number of shares constituting any series.
The issuance of preferred stock may have the effect of delaying, deferring
or preventing a change in control of the company without further action by the stockholders. The issuance of preferred stock with voting
and conversion rights may also adversely affect the voting power of the holders of common stock. In certain circumstances, an issuance
of preferred stock could have the effect of decreasing the market price of the common stock.
Anti-Takeover Effects of Provisions of our Second Amended and Restated
Certificate of Incorporation and Third Amended and Restated Bylaws
Our second amended and restated certificate of incorporation, as
amended, and our third amended and restated bylaws contain certain provisions that could have the effect of delaying, deterring or preventing
another party from acquiring control of us. These provisions and certain provisions of Delaware law, which are summarized below, are
expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage
persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection
of our potential ability to negotiate more favorable terms with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging
a proposal to acquire us.
Undesignated Preferred Stock
As discussed above, our board of directors will have the ability to
issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us.
These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company.
Limits on Ability of Stockholders to Call a Special Meeting
Our third amended and restated bylaws provide that special meetings
of the stockholders may be called only by the majority of our board of directors or by stockholders owning at least 25% of our outstanding
common stock, which may delay the ability of our stockholders to force consideration of a proposal.
Requirements for Advance Notification of Stockholder Nominations and
Proposals
Our third amended and restated bylaws require advance notice procedures
with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at
the direction of our board of directors or a committee of our board of directors. These provisions may have the effect of precluding
the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter
a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting
to obtain control of our company.
No Cumulative Voting
Our second amended and restated certificate of incorporation, as
amended, and third amended and restated bylaws do not permit cumulative voting in the election of directors. Cumulative voting allows
a stockholder to vote a portion or all of its shares for one or more candidates for seats on the board of directors. Without cumulative
voting, a minority stockholder may not be able to gain as many seats on our board of directors as the stockholder would be able to gain
if cumulative voting were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat
on our board of directors to influence our board’s decision regarding a takeover.
Delaware Anti-Takeover Statute
We are subject to the provisions of Section 203 of the Delaware General
Corporate Law, or DGCL, regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging,
under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date
the person became an interested stockholder unless:
| ● | prior to the date of the transaction, our board of directors approved either the business combination or the transaction which resulted
in the stockholder becoming an interested stockholder; |
| ● | upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, calculated as provided under
Section 203; or |
| ● | at or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at
an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding
voting stock which is not owned by the interested stockholder. |
Generally, a business combination includes a merger, asset or stock
sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who,
together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did
own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover
effect with respect to transactions our board of directors does not approve in advance. We anticipate that Section 203 may also discourage
attempts that might result in a premium over the market price for the shares of common stock held by stockholders.
The provisions of Delaware law and the provisions of our second
amended and restated certificate of incorporation, as amended, and third amended and restated bylaws, as amended upon the completion
of this offering, could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they might also
inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts.
These provisions might also have the effect of preventing changes in our management. It is possible that these provisions could make
it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.
Forum Selection
Our second amended and restated certificate of incorporation, as
amended, provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware
is the sole and exclusive forum for:
| ● | any derivative action or proceeding brought on our behalf; |
| ● | any action asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; |
| ● | any action asserting a claim against us arising pursuant to
any provisions of the DGCL, our second amended and restated certificate of incorporation,
as amended, or our third amended and restated bylaws; or |
| ● | any action asserting a claim against us that is governed by the internal affairs doctrine. |
These exclusive-forum provisions may limit a stockholder’s
ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees,
which may discourage lawsuits against us and our directors, officers and other employees. Furthermore, the enforceability of similar
choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings, and it is possible that
a court could find these types of provisions to be inapplicable or unenforceable. If a court were to find either exclusive-forum provision
in our second amended and restated certificate of incorporation, as amended, to be inapplicable or unenforceable in an action, we may
incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our business.
These exclusive-forum provisions are not intended to apply to any
causes of action arising under the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive
jurisdiction.
Listing
Our common stock is listed on the NYSE American under the symbol
“MTMT”.