UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No.1)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number: 001-42370

MEGA MATRIX INC.

(Exact name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

Level 21, 88 Market Street

CapitaSpring

Singapore 048948

(650) 340-1888

(Address of Principal Executive Offices)

Yucheng Hu

Telephone: (650) 340-1888

Email: yucheng.hu@megamatrix.io

Level 21, 88 Market Street

CapitaSpring

Singapore 048948

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Exchange on which registered
Class A Ordinary Shares, par value $0.001 per share		MPU		NYSE American

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 61,926,888 Class A Ordinary Shares were outstanding, 2,809,977 Class B Ordinary Shares were outstanding and 3,123,723 Class C Ordinary Shares were outstanding as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer and large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Emerging growth company

☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 Ac. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒

International Financial Reporting Standards as issued
by the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

EXPLANATORY NOTE

This Amendment No. 1 to Form 20-F (“Amendment No. 1”) amends our annual report for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission (“SEC”) on April 16, 2026 (the “Original Filing”). Amendment No. 1 is being filed solely to correct a typographical error from “$101.6 million” to “$1.02 million” in the Original Filing under “Item 6 – B. Compensation.” Accordingly, the Company is restating in its entirety Item 6 – B. Compensation in this Amendment No. 1.

This Amendment No. 1 continues to speak as of the date of the Original Filing, and no attempt has been made in this Amendment No. 1 to modify or update disclosures in the Original Filing except as noted above. This Amendment No. 1 does not reflect events occurring after the Original Filing, and information not affected by the amendment remains unchanged and reflects the disclosure made at the time of the Original Filing except as noted above. In particular, any forward-looking statements included in this Amendment No. 1 represent management’s view as of the filing date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with any documents incorporated by reference therein and our filings made with the SEC subsequent to the Original Filing, including any amendments to those filings.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), the Company is also filing or furnishing the certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1.

Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

B. Compensation

In 2025, we paid an aggregate of $1.02 million in cash to our executive officers. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.

Benefit Plans

We do not have any profit sharing plan or similar plans for the benefit of our officers, directors or employees. However, we may establish such plan in the future.

Equity Compensation Plan Information

On December 29, 2021, shareholders of MPU DE approved the 2021 Equity Incentive. On December 15, 2023, shareholders of MPU DE approved the amended and restated 2021 Equity Incentive Plan (“2021 Plan”). The 2021 Plan allows for the award of stock and options, up to 1,580,000 Class A ordinary shares. Please see “Item 6. Directors, Senior Management and Employees—B. Compensation” for grant of shares or restricted stock units to our executive officers. During fiscal year 2025, a total of 361,500 Class A ordinary shares were granted under 2021 Plan. As of December 31, 2025, no options and restricted share were outstanding under the 2021 Plan.

On August 15, 2025, the shareholders of the Company approved the Company’s 2025 Equity Incentive Plan (“2025 Plan”). Pursuant to the terms of the 2025 Plan, the number of authorized shares automatically resets on the first day of each calendar year during the term of the Plan, commencing on January 1, 2026, and continuing until (and including) January 1, 2035 (provided, however, that the maximum number of Class A Ordinary Shares that may be issued through 2025 Plan is set at eight million (8,000,000)) to a number of Class A Ordinary Shares equal to the lesser of (i) ten percent (10%) of the total number of Class A Ordinary Shares issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase, and (ii) a number of Class A Ordinary Shares determined by the Board. Accordingly, as of January 1, 2026, the authorized number of Class A Ordinary Shares under the 2025 Plan was reset to an aggregate of 14,192,688 shares, of which eight million (8,000,000) shares have been authorized as incentive stock options. During fiscal year 2025, a total of 7,955,000 Class A ordinary shares were issued under 2025 Plan. As of December 31, 2025, no options and restricted share were outstanding under the 2025 Plan.

Long-term incentive plans

No long term incentive awards were granted by us in the last fiscal year.

Pension Benefits

None of our named executive officers participate in or have account balances in qualified or nonqualified defined benefit plans sponsored by it.

Nonqualified Deferred Compensation

None of our named executive officers participate in or have account balances in nonqualified defined contribution plans or other deferred compensation plans maintained by it.

Compensation of Non-Executive Directors

The Company executed a standard form of indemnification agreement (“Indemnification Agreement”) with each of its Board members and executive officers (each, an “Indemnitee”). Pursuant to and subject to the terms, conditions and limitations set forth in the Indemnification Agreement, the Company agreed to indemnify each Indemnitee, against any and all expenses incurred in connection with the Indemnitee’s service as our officer, director and or agent, or is or was serving at the Company’s request as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise but only if the Indemnitee acted in good faith and in a manner he/she reasonably believed to be in or not opposed to our best interest, and in the case of a criminal proceeding, had no reasonable cause to believe that his/her conduct was unlawful. In addition, the indemnification provided in the indemnification agreement is applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven. Additionally, the Indemnification Agreement establishes processes and procedures for indemnification claims, advancement of expenses and costs and contribution obligations.

Employment Agreements with Executive Officers

On October 25, 2022, the Board of MPU DE approved the increase to Mr. Hu’s annual base salary from $1.00 to $192,000, effective as of October 16, 2022. Mr. Hu’s employment is at-will and may be terminated at any time for any reason.

In connection with Ms. Ma’s appointment as Chief Financial Officer, Company Secretary and Treasurer of MPU DE, Ms. Ma entered into standard form of employment agreement, effective as of December 23, 2025, for a term of two (2) years, which provides for an annual base salary of $120,000.

For the year ended December 31, 2025, a total of 361,500 restricted stock units were granted to our executive officers under the 2021 Plan.

PART III

Item 19. EXHIBITS

EXHIBIT INDEX

Exhibit No.		Description
1.1		Third Amended and Restated Memorandum of Association and Articles of Association of Mega Matrix Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 6-K filed with the Commission on August 15, 2025).
2.1		Form of Warrant Certificate (Incorporated herein by reference to Exhibit 4.1 to MPU DE’s Report on Form 8-K filed with the Commission on January 18, 2024).
2.2		Form of Series A Common Stock Warrant (incorporated herein by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed with the Commission on August 5, 2024).
2.3		Form of Series B Common Stock Warrant (incorporated herein by reference to Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed with the Commission on August 5, 2024).
2.4		Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.4 to the registrant’s Current Report on Form 8-K filed with the Commission on August 5, 2024).
2.5		Description of Securities (incorporated by reference to Exhibit 2.5 to the registrant’s annual report on Form 20-F filed with the Commission on March 28, 2025).
4.1		Form of Independent Director Agreement (Incorporated herein by reference to Exhibit 10.4 to MPU DE’s Report on Form 8-K filed with the Commission on October 1, 2021).
4.2+		Form of Employment Agreement (Incorporated herein by reference to Exhibit 10.5 to MPU DE’s Report on Form 8-K filed with the Commission on October 1, 2021).
4.3+		Amendment to Employment Agreement by and between AeroCentury Corp and Yucheng Hu, dated as of December 16, 2021 (Incorporated herein by reference to Exhibit 10.1 to MPU DE’s Report on Form 8-K filed with the Commission on December 17, 2021).
4.4		2021 Equity Incentive Plan (Incorporated herein by reference to Exhibit 10.1 to MPU DE’s Report on Form 8-K filed with the Commission on January 3, 2022).
4.5		Form of Unit Subscription Agreement (Incorporated by reference to Exhibit 10.1 to MPU DE’s Report on Form 8-K filed on January 18, 2024).
4.6+		Form of Restricted Stock Unit Award Agreement under the 2021 Amended and Restated Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to MPU DE’s Report on Form 8-K filed on January 19, 2024).
4.7		Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to MPU DE’s Report on Form 8-K filed with the Commission on May 14, 2024)
4.8		Form of Independent Director Agreement (incorporated herein by reference to Exhibit 10.2 to MPU DE’s Report on Form 8-K filed with the Commission on May 14, 2024).
4.9		Form of Share Subscription Agreement (incorporated herein by reference to Exhibit 10.1 to MPU DE’s Report on Form 8-K filed with the Commission on May 9, 2024)
4.10		Form of Securities Purchase Agreement dated August 1, 2024 (incorporated herein by reference to Exhibit 10.1 to MPU DE’s Report on Form 8-K filed with the Commission on August 5, 2024).
4.11		Form of Registration Rights Agreement, dated August 1, 2024 (incorporated herein by reference to Exhibit 10.2 to MPU DE’s Report on Form 8-K filed with the Commission on August 5, 2024).

4.12		Share Exchange Agreement dated August 15, 2024 (incorporated herein by reference to Exhibit 10.1 to MPU DE’s Current Report on Form 8-K filed with the Commission on August 16, 2024).
4.13		Form of Repurchase Agreement (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 6-K filed with the Commission on December 11, 2024).
4.14		Form of Subscription Agreement (incorporated herein by reference to Exhibit 4.2 to the registrant’s Current Report on Form 6-K filed with the Commission on December 11, 2024).
4.15		Third Amended and Restated Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Form F-4, as amended, filed with the Commission on August 7, 2024).
4.16		At The Market Offering Agreement, dated February 18, 2025, by and between Mega Matrix Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 6-K filed with the Commission on February 18, 2025).
4.17		Form of Standard Indemnification Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 6-K filed with the Commission on June 30, 2025)
4.18		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 6-K filed with the Commission on July 25, 2025).
4.19		Master Purchase And Sale Agreement For Digital Assets With A1 Ltd (Incorporated by reference to Exhibit 10.1 to the Company’s Amendment No.1 to Form F-3 filed with the Commission on November 25, 2025)
4.20		Custody Agreement With Matrix Trust Company Limited (Incorporated by reference to Exhibit 10.2 to the Company’s Amendment No.1 to Form F-3 filed with the Commission on November 25, 2025)
8.1*		Subsidiaries
11.1		Code of Ethics (incorporated by reference to Exhibit 11.1 to the registrant’s annual report on Form 20-F filed with the Commission on March 28, 2025).
11.2		Insider Trading Policy (incorporated by reference to Exhibit 11.2 to the registrant’s annual report on Form 20-F filed with the Commission on March 28, 2025).
12.1**		Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act.
12.2**		Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act.
13.1**		Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act.
13.2**		Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act.
15.1*		Consent of Audit Alliance LLP
97		Clawback Policy (incorporated by reference to Exhibit 97 to the MPU DE’s Form 10-K filed with the Commission on March 18, 2024)
101.INS**		Inline XBRL Instance Document
101.SCH**		Inline XBRL Taxonomy Extension Schema
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104**		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

+	Management contract or compensatory plan or arrangement.

*	Previously filed with the Original Filing.

**	File or Furnished, as applicable. herewith.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	Mega Matrix Inc.

	By:	/s/ Yucheng Hu
	Name:	Yucheng Hu
	Title:	Chief Executive Officer

Date: April 27 2026

Amendment: SEC Form 20-F/A filed by Mega Matrix Inc.