Sec Form 4 Filing - Gao Xiangchen @ Mega Matrix Corp. - 2024-08-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gao Xiangchen 2. Issuer Name and Ticker or Trading Symbol Mega Matrix Corp. [ MPU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O MEGA MATRIX CORP., 3000 EL CAMINO REAL, BLDG. 4, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2024 (Street) PALO ALTO, CA94306 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/31/2024 M 6,000 A 18,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 08/31/2024 M 6,000 ( 1 ) ( 1 ) Common Stock 6,000 ( 1 ) 0 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gao Xiangchen C/O MEGA MATRIX CORP. 3000 EL CAMINO REAL, BLDG. 4, SUITE 200 PALO ALTO, CA94306 Chief Operating Officer Signatures /s/ Xiangchen Gao 09/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares issued pursuant to the restricted stock units ("RSUs") granted on January 18, 2024 under the Issuer's Amended and Restated 2021 Equity Incentive Plan. The RSUs will vest 1/4 on the following dates: February 28, 2024, May 30, 2024, August 31, 2024 and November 30, 2024, subject to early termination and adjustments as provided in the applicable award agreement. ( 2 )On August 30, 2024, the Company and Mr. Xiangchen (Steven) Gao entered into a Termination Agreement ("Termination Agreement), to terminate the employment agreement, dated January 18, 2024, between the Company and Mr. Gao. In connection with the Termination Agreement, Mr. Gao resigned as the chief operating officer of the Company, effective September 30, 2024. As such, the unvested 6,000 RSUs will be immediately forfeited on September 30, 2024, in accordance with the award agreement, and no shares will be issued with respect to any portion of the unvested awards.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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