UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
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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 2.02 Results of Operations and Financial Condition.
On May 16, 2022, Mega Matrix Corp. (the “Company”) issued a press release setting forth certain financial and operational information for its first quarter ended March 31, 2022. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
The information under Item 2.02 above is incorporated herein by reference.
The information reported under Items 2.02 and 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Exhibit Index
(d) Exhibits
Exhibit No. |
Description | |
| 99.1 | Press Release dated May 16, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.
| Mega Matrix Corp. | ||
| By: | /s/ Yucheng Hu | |
Yucheng Hu Chief Executive Officer | ||
| Dated: May 16, 2022 | ||
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Exhibit 99.1
MEGA MATRIX CORP. Reports Fiscal First Quarter 2022 Financial Results
PALO ALTO, California, May 16, 2022 /PRNewswire/ -- Mega Matrix Corp. (“MTMT” or the “Company”) (NYSE American: MTMT), today announced its financial results for the fiscal first quarter ended March 31, 2022.
In late March 2022, the Company released its first NFT game “Mano” through Mega Metaverse Corp., its wholly owned subsidiary (“Mega”), in Mega’s metaverse universe platform “alSpace”. Mano is a competitive idle role-playing game (RPG) deploying the concept of GameFi in the innovative combination of NFTs (non-fungible token) and DeFi (decentralized finance) based on blockchain technology, with a “Play-to-earn” business model that the players can earn while they play in alSpace.
Financial Highlights
| - | Among the total revenues of $0.4 million for the first quarter of 2022, the Company generated revenues of $0.3 million in transaction fees from Mano. |
| - | Net loss in the first quarter of 2022 was $0.7 million as compared to a net loss of $5.4 million in the same period in 2021. |
Yucheng Hu, the Company’s Chief Executive Officer, said: “We are very pleased to announce the Company’s financial results for the first quarter of 2022. We launched our GameFi business in late March 2022 and have started to generate revenues for the first quarter of 2022. We will be focusing on the development of new games and on the diversification of our services related to NFTs and our metaverse platform “aLSpace”. We aim to further support the crypto-ecosystem and continue to add value to our shareholder and our players.”
About Mega Matrix: Mega Matrix Corp. (the “Company”) is a holding company located in Palo Alto, California, with two subsidiaries: Mega Metaverse Corp., a California corporation (“Mega”) and JetFleet Management Corp. a California corporation (“JetFleet”). The Company focuses on its GameFi business through Mega and will continue to focus on third-party management service contracts for aircraft operations through its majority owned subsidiary JetFleet, which was part of the Company’s legacy business. For more information, please visit: http://www.mtmtgroup.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements that are purely historical are forwardlooking statements. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose,” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees for future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, are: the ability to manage growth; ability to identify and integrate other future acquisitions; ability to obtain additional financing in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely affecting the Company’s profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic; the Company’s ability to develop a new business in the GameFi industry; the ongoing development of the GameFi industry and the ability of the Company and its subsidiary to continue development of such games; the ability of the Company to continue compliance with the development of applicable regulatory regulations in connection with blockchain, digital asset and the GameFi industry; and the possibility that the Company’s GameFi business may be adversely affected by other economic, business, and/or competitive factors. . The forward-looking statements in this press release and the Company’s future results of operations are subject to additional risks and uncertainties set forth under the heading “Factors that May Affect Future Results and Liquidity” in documents filed by the Company with the Securities and Exchange Commission, including the Company’s quarterly reports on Form 10-Q and the Company’s latest annual report on Form 10-K, and are based on information available to the Company on the date hereof. In addition, such risks and uncertainties include the Company’s inability to predict or control bankruptcy proceedings and the uncertainties surrounding the ability to generate cash proceeds through the sale or other monetization of the Company’s assets. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release.
MEGA MATRIX CORP.
(formerly “AeroCentury Corp.”)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(US Dollar, except for share and per share data, unless otherwise stated)
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 5,006,900 | $ | 7,380,700 | ||||
| Digital assets | 319,700 | - | ||||||
| Finance leases receivable, net | 200,000 | - | ||||||
| Taxes receivable | 1,201,000 | 1,235,200 | ||||||
| Prepaid expenses and other assets | 561,700 | 645,100 | ||||||
| Goodwill | 4,688,600 | 4,688,600 | ||||||
| Intangible assets | 972,200 | - | ||||||
| Deposit for intangible assets | - | 1,000,000 | ||||||
| Total assets | $ | 12,950,100 | $ | 14,949,600 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 1,568,100 | $ | 2,961,300 | ||||
| Accrued payroll | 164,800 | 161,300 | ||||||
| Income taxes payable | 15,200 | 13,700 | ||||||
| Total liabilities | 1,748,100 | 3,136,300 | ||||||
| Commitments and contingencies | ||||||||
| Equity: | ||||||||
| Preferred stock, $0.001 par value, 2,000,000 shares authorized, no shares issued and outstanding | - | - | ||||||
| Common stock, $0.001 par value, 40,000,000 shares authorized, 22,084,055 and 22,084,055 shares outstanding at March 31, 2022 and December 31, 2021 | 22,100 | 22,100 | ||||||
| Paid-in capital | 16,982,700 | 16,982,700 | ||||||
| Accumulated deficit | (5,490,700 | ) | (4,954,400 | ) | ||||
| Total Mega Matrix Corp. (formerly “AeroCentury Corp.”) stockholders’ equity | 11,514,100 | 12,050,400 | ||||||
| Non-controlling interests | (312,100 | ) | (237,100 | ) | ||||
| Total equity | 11,202,000 | 11,813,300 | ||||||
| Total liabilities and equity | $ | 12,950,100 | $ | 14,949,600 | ||||
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MEGA MATRIX CORP.
(formerly “AeroCentury Corp.”)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(US Dollar, except for share and per share data, unless otherwise stated)
| Successor | Predecessor | |||||||
| Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | |||||||
| Revenues and other income: | ||||||||
| Gamefi revenue | $ | 323,600 | $ | - | ||||
| Operating lease revenue | 120,000 | 2,737,200 | ||||||
| Net loss on disposal of assets | - | (201,700 | ) | |||||
| Other losses | - | (1,300 | ) | |||||
| 443,600 | 2,534,200 | |||||||
| Cost of revenues | (27,800 | ) | - | |||||
| Gross profit | 415,800 | 2,534,200 | ||||||
| Expenses: | ||||||||
| Impairment in value of aircraft | - | 1,940,400 | ||||||
| Interest | 120,000 | 1,914,700 | ||||||
| Professional fees, general and administrative and other | 551,900 | 1,595,100 | ||||||
| Depreciation | - | 699,300 | ||||||
| (Reversal) provision of bad debt expense | (300,000 | ) | 821,000 | |||||
| Salaries and employee benefits | 632,500 | 506,300 | ||||||
| Insurance | 86,200 | 247,900 | ||||||
| Maintenance | - | 145,000 | ||||||
| Other taxes | - | 25,600 | ||||||
| Total expenses | 1,090,600 | 7,895,300 | ||||||
| Loss before income tax provision | (674,800 | ) | (5,361,100 | ) | ||||
| Income tax provision | (1,500 | ) | (49,200 | ) | ||||
| Net loss | $ | (676,300 | ) | $ | (5,410,300 | ) | ||
| Less: Net loss attributable to non-controlling interests | 140,000 | - | ||||||
| Net loss attributable to Mega Matrix Corp. (formerly “AeroCentury Corp.”)’s shareholders | $ | (536,300 | ) | $ | (5,410,300 | ) | ||
| Loss per share: | ||||||||
| Basic* | $ | (0.02 | ) | $ | (0.70 | ) | ||
| Diluted* | $ | (0.02 | ) | $ | (0.70 | ) | ||
| Weighted average shares used in loss per share computations: | ||||||||
| Basic* | 22,084,055 | 7,729,420 | ||||||
| Diluted* | 22,084,055 | 7,729,420 | ||||||
| Net loss | $ | (676,300 | ) | $ | (5,410,300 | ) | ||
| Other comprehensive income (loss): | ||||||||
| Reclassification of net unrealized losses on derivative instruments to interest expense | - | 2,600 | ||||||
| Tax expense related to items of other comprehensive loss | - | (600 | ) | |||||
| Other comprehensive income | - | 2,000 | ||||||
| Total comprehensive loss | (676,300 | ) | (5,408,300 | ) | ||||
| Less: comprehensive loss attributable to non-controlling interests | 140,000 | - | ||||||
| Total comprehensive loss attributable to Mega Matrix Corp. (formerly “AeroCentury Corp.”)’s shareholders | $ | (536,300 | ) | $ | (5,408,300 | ) | ||
| * | Retrospectively restated to give effect to five for one forward stock split effective December 30, 2021. |
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Cover |
May 16, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 16, 2022 |
| 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, par value $0.001 per share |
| Trading Symbol | MTMT |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |