ContractMega Matrix Inc • July 31st, 2024 • Finance services
141202954.1 Signature PROXY 1. To approve and adopt the Third Amended and Restated Agreement and Plan of Merger and Reorganization dated May 31, 2024 (the “Merger Agreement”), by and among Mega Matrix Corp. (the “Company”), Mega Matrix Inc., formerly known as Marsprotocol Inc., an exempted company incorporated under the laws of the Cayman Islands and a wholly owned-subsidiary of the Company (“MPU Cayman”), and MPU Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of MPU Cayman (“MPU Merger Sub”), pursuant to which the MPU Merger Sub will merge with and into the Company, with the Company surviving (the “Redomicile Merger”), and each one (1) share of the Company’s common stock acquired prior to the time when the registration statement of which this proxy statement/prospectus is a part of becomes effective will be converted into the right to receive one (1) Class A Ordinary Share in MPU Cayman, and Class A Ordinary Shares of MPU Cayman will be issued to holders of issue
Re: Third Amended and Restated Agreement and Plan of Merger Between Mega Matrix Corp., a Delaware corporation, Mega Matrix Inc. (formerly known as MarsProtocol Inc.), an exempted company incorporated under the laws of the Cayman Islands, and MPU...Mega Matrix Inc • July 18th, 2024 • Finance services
We have acted as United States federal income tax counsel to Mega Matrix Corp., a Delaware corporation (the “Company”) and Mega Matrix Inc.(formerly known as MarsProtocol Inc.), an exempted company incorporated under the laws of the Cayman Islands (“MPU Cayman”) which is a wholly owned subsidiary of the Company, in connection with the transactions contemplated by the Third Amended and Restated Agreement and Plan of Merger dated May 31, 2024 (the “Agreement”), between the Company, MPU Cayman, and MPU Merger Sub, Inc., a Delaware corporation (“MPU Sub”), and MPU Cayman’s Registration Statement on Form F-4 initially filed on April 20, 2023, as amended and supplemented through the date hereof, with the Securities and Exchange Commission, (the “Registration Statement”). This opinion letter is provided pursuant to the requirements of Article V(g) of the Agreement. Unless otherwise stated herein, initial capitalized terms used herein have the meanings assigned to them in the Registration Stat
