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...Agreement and Plan of Merger • July 18th, 2024 • Mega Matrix Inc • 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
