SCHEDULE: Mega Matrix CEO Shifts Shareholdings, Boosts Control

Mega Matrix Inc.'s CEO, Yucheng Hu, has adjusted his beneficial ownership through share conversions and a transfer to a fellow director, aiming to strengthen management's strategic control.

Summary

• Yucheng Hu, CEO, President, Director, and Chairman of the Board of Mega Matrix Inc., filed an Amendment No. 3 to his Schedule 13D, detailing changes in his beneficial ownership.
• On September 2, 2025, Mr. Hu converted 3,123,723 Class B Shares into an equal number of Class C Shares.
• Following this conversion, on September 22, 2025, Mr. Hu transferred 2,290,390 Class C Shares to Mr. Yaman Demir, an existing director of the company, at par value.
• After these transactions, Mr. Hu beneficially owns 3,763,310 Class A equivalent shares, which represents 6.74% of the total Class A shares outstanding.
• Mr. Hu's sole voting power stands at 322,784,350 votes, accounting for 65.96% of the total voting power.
• The transactions were authorized and approved by the Issuer's board on September 1, 2025, and September 22, 2025, respectively.
• The company underwent a redomicile and merger from Mega Matrix Corp. (Delaware) to Mega Matrix Inc. (Cayman Islands) on October 9, 2024.

Sentiment

Score: 6

Explanation: The filing indicates a proactive step by management to consolidate control and ensure strategic continuity, which can be viewed positively for stability. However, the high concentration of voting power in Mr. Hu (65.96%) could be a concern for minority shareholders regarding governance and influence.

Positives

• The transactions are intended to support the Issuer's management team in implementing a sustainable development strategy and integrating strategic objectives.
• The new ownership structure aims to ensure continuity of management, which can foster stability.
• The changes are designed to enable the execution of both shortand long-term business plans without undue influence from external financial market factors.

Negatives

• The complex share structure with varying voting rights (Class B: 100 votes, Class C: 50 votes, Class A: 1 vote) may complicate the assessment of ownership and control for external investors.
• The transfer of a significant block of Class C shares from Mr. Hu to another director, while strategic, represents a reduction in Mr. Hu's direct beneficial ownership of those specific shares.

Risks

• The concentration of voting power, with Mr. Hu holding 65.96% of the total votes, could limit the influence of other shareholders on corporate decisions.
• The company faces the risk of undue influence from external financial market factors if the stated goal of management continuity and strategic integration is not effectively achieved.

Future Outlook

The transactions are intended to support the Issuer's management team's ability to implement a sustainable development strategy and ensure continuity of management for executing shortand long-term business plans. Mr. Hu may, from time to time, engage in discussions with the Issuer's Board and/or management team concerning business, operations, capital structure, governance, management, and strategic plans.

Management Comments

• "The Conversion and Transfer... are intended to support the Issuer's management team's ability to implement a sustainable development strategy to fully integrate the Issuer's strategic objectives."
• "This structure aims to ensure continuity of management, enabling the execution of both shortand long-term business plans without undue influence from external financial market factors, which are often beyond management's control."

Industry Context

NA

Corporate Governance

Legal Proceedings

• Mr. Yucheng Hu has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• Mr. Yucheng Hu has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws during the last five years.

Related Party Transactions

• Mr. Yucheng Hu transferred 2,290,390 Class C Shares to Mr. Yaman Demir, a director of the Company, at par value, immediately following the conversion of Class B to Class C shares.

Stakeholder Impact

• Shareholders: The transactions aim to ensure management continuity and strategic execution, which could benefit long-term shareholders by fostering stability. However, the high concentration of voting power (65.96% with Mr. Hu) may reduce the influence of other shareholders.
• Management Team: The stated purpose is to support the management team's ability to implement a sustainable development strategy and integrate strategic objectives, suggesting a positive impact on management's operational autonomy and stability.

Next Steps

• Vesting of 30,000 Class A Shares from Restricted Stock Units (RSUs) under the Amended and Restated 2021 Equity Incentive Plan by September 30, 2025.
• Mr. Hu may engage in ongoing discussions with the Issuer's Board and/or management team regarding business, operations, capital structure, governance, management, business plans, and strategies.

Key Dates

Recommendation

The filing details a strategic adjustment in beneficial ownership and voting power by CEO Yucheng Hu, aimed at ensuring management continuity and supporting long-term strategic objectives. While the consolidation of significant voting power (65.96%) by Mr. Hu could raise governance questions for some investors, the stated intent is positive for stability. However, without further financial or operational updates, a 'hold' recommendation is appropriate to assess how these structural changes translate into tangible business performance and shareholder value over time.

Keywords

Mega Matrix Inc., Yucheng Hu, Schedule 13D, Beneficial Ownership, Class A Shares, Class B Shares, Class C Shares, Voting Power, Corporate Governance, Share Transfer, Management Control, SEC Filing