SCHEDULE: Mega Matrix Chairman Boosts Stake, Consolidates Control

Mega Matrix Inc.'s Chairman, Yaman Demir, increased his beneficial ownership to 5.94% of Class A Ordinary Shares, consolidating significant voting power.

Summary

• Yaman Demir, Chairman and Director of Mega Matrix Inc., reported beneficial ownership of 3,290,390 Class A Ordinary Shares.
• This represents 5.94% of the total Class A Shares outstanding, calculated based on 55,434,611 Class A Shares (including convertible shares).
• The ownership includes 1,000,000 Class B Shares and 2,290,390 Class C Shares, both convertible into Class A Shares on a 1:1 basis.
• These shares grant Mr. Demir substantial voting power, totaling 214,519,500 votes, or 43.84% of the aggregate voting power, due to the differential voting rights of Class B (100 votes) and Class C (50 votes) shares.
• The transfers were from Mr. Yucheng Hu to Mr. Yaman Demir at par value, approved by the Board of Directors.
• The purpose is to support management's sustainable development strategy, ensure continuity, and enable execution of business plans without undue external market influence.

Sentiment

Score: 6

Explanation: The filing indicates a consolidation of control by the Chairman, which can be seen as positive for management stability and strategic execution. However, the high concentration of voting power could be a governance concern for minority shareholders. The transfers were internal and at par value, not reflecting market valuation, making the overall sentiment neutral to slightly positive for stability but with potential governance implications.

Positives

• Consolidation of voting power by the Chairman, Yaman Demir, potentially indicating strong management commitment and stability.
• The stated purpose of the transaction is to support a sustainable development strategy and ensure continuity of management, which could be viewed positively for long-term strategic execution.
• The transfers were approved by the Board of Directors, suggesting internal alignment.

Negatives

• The significant concentration of voting power (43.84%) in the hands of one individual, Yaman Demir, through a multi-class share structure, could raise corporate governance concerns regarding minority shareholder influence.
• The transfer of shares at par value, rather than market value, might be perceived negatively by some investors, although it is common in internal management transfers of special share classes.

Risks

• Concentration of voting power in a single individual (Yaman Demir) through Class B and Class C shares, which could limit the influence of other shareholders on corporate decisions.
• Potential for future changes in corporate structure, management, or capitalization, as the reporting person explicitly states they may review or reconsider their position and formulate new plans.

Future Outlook

The filing indicates that the purpose of the transaction is to support the Issuer's management team in implementing a sustainable development strategy and ensuring continuity of management for the execution of shortand long-term business plans. The reporting person may, however, review or reconsider their position and formulate new plans regarding various corporate actions in the future.

Management Comments

• "The Transfer has been authorized and approved by the Issuer's Board on October 23, 2025, and is 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."
• "Mr. Demir is the Chairman of the Board of the Issuer and will from time to time engage in discussions with the Issuer's Board and/or members of the Issuer's management team concerning, without limitation, business, operations, capital structure, governance, management, business plans and strategies of the Issuer."

Industry Context

This filing primarily concerns a change in beneficial ownership and voting control within Mega Matrix Inc.'s management. It does not provide information to analyze broader industry trends or competitors directly. The consolidation of control by a key executive is an internal corporate governance matter, though it could be seen in the context of companies seeking stable leadership for strategic execution.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• Transfer of 2,290,390 Class C Shares from Mr. Yucheng Hu (a director) to Mr. Yaman Demir (Chairman and Director) at par value on September 24, 2025.
• Transfer of 1,000,000 Class B Shares from Mr. Yucheng Hu (a director) to Mr. Yaman Demir (Chairman and Director) at par value on November 9, 2025.
• Both transfers were between "Management Shareholders" as defined by the company's articles of association and approved by the Board.

Stakeholder Impact

• Shareholders (Class A): The consolidation of significant voting power by the Chairman may reduce the influence of Class A shareholders on corporate decisions, potentially impacting their ability to effect change or challenge management.
• Management: The transaction is intended to support the management team's ability to implement strategic objectives and ensure continuity, potentially empowering the current leadership.
• Board of Directors: The Board approved the transfers, indicating alignment with the strategic intent of consolidating control for stability.

Next Steps

• Mr. Demir will from time to time engage in discussions with the Issuer's Board and/or members of the Issuer's management team concerning business, operations, capital structure, governance, management, business plans and strategies.
• The reporting person may, at any time and from time to time, review or reconsider their position and/or change the purpose and/or formulate plans or proposals regarding various corporate actions (e.g., acquisitions, mergers, changes in board/management, capitalization, bylaws, delisting).

Key Dates

Recommendation

The filing indicates a consolidation of control by the Chairman, Yaman Demir, through the acquisition of high-voting Class B and C shares from another director. This move is framed as supporting management stability and strategic execution. While increased management control can be positive for long-term planning, the significant concentration of voting power (43.84%) in one individual raises corporate governance considerations regarding minority shareholder influence. The transfers occurred at par value, not market value, and do not reflect new capital infusion or operational performance changes. Given these factors, a "hold" recommendation is appropriate as the filing primarily signals an internal governance shift rather than a fundamental change in the company's financial prospects that would warrant a "buy" or "sell" action. Investors should monitor future strategic execution and any potential impact on minority shareholder rights.

Keywords

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