UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

MEGA MATRIX CORP.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11

Mega Matrix Corp. c/o Continental Proxy Services 1 State Street, New York NY 10004	You May Vote Your Proxy When You View The
	Material On The Internet. You Will Be Asked To
	Follow The Prompts To Vote Your Shares.
	MEGA MATRIX CORP.
	3000 El Camino Real, Bldg. 4, Suite 200
	Palo Alto, California 94306
	NOTICE OF ANNUAL MEETING
	OF SHAREHOLDERS
	to be held on
	December 15, 2023

*Shareholders are cordially invited to attend the Annual Meeting and vote in person.

At the meeting, you will need to request a ballot to vote your shares.

Dear Shareholder,

The 2023 Annual Meeting of Shareholders of Mega Matrix Corp. (the “Company”) will be held virtually at https://www.cstproxy.com/megamatrix/2023, on December 15, 2023, at 10:00 AM (Pacific Standard Time).

Proposals to be considered at the Annual Meeting:

1. To elect five (5) persons to the board of directors of the Company, each to serve until the next annual meeting of stockholders of the Company or until such person shall resign, be removed or otherwise leave office;

2. To approve the proposed Amended and Restated 2021 Equity Incentive Plan;

3. To approve, on an advisory basis, the compensation of our named executive officers;

4. To ratify the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and

5. To conduct any other business properly brought before the Annual Meeting.

The Board of Directors recommends a vote “FOR” all nominees under Proposal 1, and “FOR” Proposals 2, 3, and 4.

Your electronic vote authorizes the named proxies to vote your shares in the same manner

as if you marked, signed, dated, and returned the proxy card

	Vote During The Meeting:		Vote Your Proxy on the Internet:
	If you plan to attend the virtual online annual meeting, you will need your 12 digit control number to vote electronically during the annual meeting. To attend the annual meeting, visit: http://www.cstproxy.com/megamatrix/2023		Go to http://www.cstproxyvote.com Have your notice available when you access the above website. Follow the prompts to vote your shares.

The Proxy Materials are available for review at: http://www.cstproxy.com/megamatrix/2023
	CONTROL NUMBER

MEGA MATRIX CORP.

3000 El Camino Real, Bldg. 4, Suite 200

Palo Alto, California 94306

Important Notice Regarding the Availability of Proxy Materials For the 2023 Annual Meeting of Stockholders to be Held On December 15, 2023

The following Proxy Materials are available to you to review at: http://www.cstproxy.com/megamatrix/2023

- the Company’s Annual Report for the year ended December 31, 2022.

- the Company’s 2023 Proxy Statement.

- the Proxy Card.

- any amendments to the foregoing materials that are required to be furnished to stockholders.

This is not a ballot. You cannot use this notice to vote your shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before December 1, 2023 to facilitate a timely delivery. You may also request that you receive paper copies of all future proxy materials from the Company.

ACCESSING YOUR PROXY MATERIALS ONLINE

Have this notice available when you request a paper copy of the proxy materials
or to vote your proxy electronically. You must reference your control number.

REQUESTING A PAPER COPY OF THE PROXY MATERIALS

By telephone please call 1-888-266-6791,

or

By logging on to http://www.cstproxy.com/megamatrix/2023

or

By email at: proxy@continentalstock.com

Please include the company name and your control number in the subject line.