Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2023

MEGA MATRIX CORP.

(Exact name of registrant as specified in its 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

94306

(Address of Principal Executive Offices)

(Zip Code)

650-340-1888

(Registrant’s telephone number, including area code)

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		Name of each exchange on which registered
Common Stock, $0.001 par value		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 8.01. OTHER EVENTS.

On December 15, 2023 (“Effective Date”), Saving Digital Pte. Ltd., a Singapore exempt private company and a wholly-owned subsidiary of Mega Matrix Corp. (the “Licensor”), entered into a License Agreement (“Agreement”) with Marsland Global Limited, a British Virgin Islands company (the “Licensee”). The Licensor currently owns 30% of the voting stock of the Licensee. This Agreement is governed by the laws and regulations of Singapore.

Pursuant to the License Agreement, the Licensor granted the Licensee a license to use the two trademarks known as “MarsProtocol” (collectively, the “Trade Marks”) and all associated intellectual property rights for the Licensee’s business activities, subject to the terms and conditions outlined in this Agreement. The license fee will be paid on an annual basis of S$10,000 (Singapore Dollars 10,000) on or before each anniversary of the Effective Date during the term of the Agreement. The Licensor has agreed to waive the annual license fee for the first year. This Agreement is a perpetual agreement, and either party may terminate it at any time, for any reason, provided that at least a 10-day notice is given.

A copy of the License Agreement is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		License Agreement Between Saving Digital Pte. Ltd. And Marsland Global Limited, dated December 15, 2023.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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

	Mega Matrix Corp.
	a Delaware corporation

	By:	/s/ Yucheng Hu
		Yucheng Hu, Chief Executive Officer

Dated: December 20, 2023

Exhibit 99.1

LICENCE AGREEMENT

TO USE “MARSPROTOCOL” TRADE MARKS

THIS AGREEMENT (the “Agreement”) is dated December 15, 2023 (the “Effective Date”)

Parties

SAVING DIGITAL PTE. LTD. (Singapore Unique Entity No. 202122238R), a company incorporated in Singapore with its registered address at 88 Market Street, #21, Singapore 048948 (the “Licensor”); and

MARSLAND GLOBAL LIMITED (Unique Entity No. 2122746), a British Virgin Islands company with its registered address at 4^th Floor, Water’s Edge Building, Meridian Plaza, Road Town, Tortola, VG 1110, British Virgin Islands (the “Licensee”),

(Each shall be referred to herein as a “Party” and collectively the “Parties”).

Background

Whereas:

the Licensor owns the trade mark numbers 40202301313S and 40202301439P (both in class numbers 36 and 42 under the Nice Classification as prescribed by the Nice Agreement, to which Singapore is a signatory, concerning the International Classification of Goods and Services) which are the trademarks both known as “MarsProtocol” (collectively, the “Trade Marks”); and

the Parties have agreed that the Licensor shall grant the Licensee a licence to use the Trade Marks in connection with the Licensee’s businesses on the terms and conditions set out in this Agreement,

IT IS HEREBY AGREED AS FOLLOWS:

Agreed Terms

Interpretation

1.1

“Trade Marks” mean trade mark numbers 40202301313S and 40202301439P (both in class numbers 36 and 42 under the Nice Classification as prescribed by the Nice Agreement, to which Singapore is a signatory, concerning the International Classification of Goods and Services) which are trade marks both known as “MarsProtocol”.

Clause headings shall not affect the interpretation of this Agreement.

Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.

A reference to writing or written includes email.

Licence for use of the Trade Marks

With effect from the Effective Date, the Licensor shall grant the Licensee a license and permit the Licensee to use the Trade Marks and all intellectual property rights vested in the Trade Marks in connection with the Licensee’s business, unless and until there is a breach in this Agreement or this Agreement is terminated in accordance with the terms and conditions herein.

Condition Precedent

This Agreement shall come into full force and effect subject to the successful registration of the Trade Marks by the Intellectual Property Office of Singapore.

Effective Date of Grant of Licence

The grant of licence (as set out in Clause 5 above) shall take effect from the Effective Date.

Payments on Effective Date

The Licensee shall pay to the Licensor an annual licence fee of S$10,000 (Singapore Dollars 10,000) (the “Licence Fee”) on the Effective Date for the grant of the licence for the Licensee to use the Trade Marks for the Licensee’s business for one year (the “Annual Licence Period”) effective from the Effective Date. The Licence Fee shall be paid by the Licensee thereafter, on or before each anniversary of the Effective Date, for each subsequent Annual Licence Period during the term of this Agreement.

The annual license fee will be waived by the Licensor for the first year.

10.

Payment of the Licence Fee shall be made to the bank account number as designated by the Licensor.

Obligations after the Effective Date

The following obligations shall take effect from the Effective Date:

Trade Marks

11.

Both Parties agree that they shall not allow any other party other than the Parties to use the Trade Marks in connection with the Parties’ business.

12.

Each Party shall not to do anything that will negatively affect the brand image or reputation of the Trade Marks. Any Party in breach of this obligation shall indemnify the other Party for any loss or damage suffered by the other Party occasioned by such breach.

Representations and Warranties

13.

Save as provided below, the Licensee acknowledges and agrees that the Licensor makes no representation and/or warranties on the Trade Marks:

Sole legal and beneficial ownership of the Licensor

13.1

The Trade Marks (including all intellectual property rights therein) are in the sole legal and beneficial ownership of the Licensor.

13.2

The Trade Marks (including all intellectual property rights therein) are not subject to any other license in favour of any other person or entity, and free from all charges, liens, encumbrances, equities, licenses, user and other agreements, rights and claims whatsoever or encumbrances.

Solvency of Licensor

13.3

The Licensor is not insolvent nor is it under judicial management or a scheme of arrangement.

13.4

No receiver, administrative receiver or administrator has been appointed of the whole or any part of the assets or undertaking of the Licensor.

General

13.5

Each Party has not entered and will not enter into any other agreement or understanding that is inconsistent with the provisions of this Agreement.

14.

In relation to the Licence Fee, the Licensee acknowledges and agrees that it is solely responsible to conduct and rely on its own due diligence and shall have no recourse to the Licensor at any time for any loss or damage incurred as a result of or arising from entering into this Agreement, unless such loss or damage arose due to fraud on the part of the Licensor.

Termination

15.

Either Party may terminate this Agreement at any time, for any reason, by providing written notice to the other Party at least 10 days in advance. Upon termination under this provision, the Licensee shall cease all use of the Trade Marks and return any physical copies or destroy any electronic copies of the Trade Marks.

16.

If either Party breaches any material term or condition of this Agreement, and such breach remains uncured for a period of 7 days after written notice specifying the breach is provided by the non-breaching Party, then the non-breaching Party may terminate this Agreement without further notice. If the Licensee breaches any payment obligation, the Licensor may suspend Licensee's use of and access to the Trade Marks until payment is made in full. If the breach remains uncured for 7 days, the Licensor may terminate this Agreement without further notice.

17.

Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party becomes insolvent, files for bankruptcy or is placed into receivership or liquidation.

18.

Upon termination of this Agreement for any reason, the Licensee shall immediately cease all use of the Trade Marks and destroy any physical or electronic copies of the same in its possession.

Inadequacy of Damages

19.

Without prejudice to any other rights or remedies that may be available, each Party acknowledges and agrees that damages alone may not be an adequate remedy for any breach of the terms of this Agreement by the other Party. Accordingly, each Party shall be entitled to the remedies of injunction, specific performance or other equitable relief against the other Party for any breach of the terms of this Agreement.

Severability

20.

If any term or provision in this Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, that term or provision or part shall to that extent be deemed not to form part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.

Confidentiality

21.

Each Party undertakes to keep in confidence the existence and terms of this Agreement as well as all negotiations, discussions and correspondences leading up to the execution of this Agreement. Disclosure of any of the matters as aforesaid is not permitted unless such disclosure is required by law or approved in writing by the non-disclosing Party.

Entire Agreement

22.

This Agreement embodies all the terms and conditions agreed upon between the Parties as to the subject matter of this Agreement and supersedes and cancels in all respects all previous agreements and undertakings, if any, between the Parties with respect to the subject matter hereof, whether such be written or oral.

Variation

23.

No variation of this Agreement will be effective unless in writing and signed by or on behalf of the Parties.

Third Party Rights

24.

Any person or entity who is not a Party to this Agreement shall have no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 2001 or any subsequent re-enactment that is in force for the time being.

Governing Law and Jurisdiction

25.

The Parties agree that this Agreement shall be governed by the laws of Singapore and both Parties agree to submit to the exclusive jurisdiction of the courts of Singapore.

Dated this December 15, 2023

	Signed on behalf of Licensor

	SAVING DIGITAL PTE. LTD.

	By : Director
	Name : Yucheng Hu
	Signature :	/s/ Yucheng Hu


	Signed on behalf of Licensee

	MARSLAND GLOBAL LIMITED

	By : Director
	Name :Unicorn Vanguard Limited
	Signature :	/s/ Unicorn Vanguard Limited

Cover	Dec. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 15, 2023
Entity File Number	001-13387
Entity Registrant Name	MEGA MATRIX CORP.
Entity Central Index Key	0001036848
Entity Tax Identification Number	94-3263974
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3000 El Camino Real
Entity Address, Address Line Two	Bldg. 4
Entity Address, Address Line Three	Suite 200
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94306
City Area Code	650
Local Phone Number	340-1888
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	MPU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false