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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Mega Matrix Inc (Name of Issuer) |
Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Cosmic Vision Innovations Ltd Unit 417, Tower 2, Lippo Center, No. 89 Queensway Admiralty Hong Kong, K3, 00000 852 95721033 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/08/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Cosmic Vision Innovations Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,847,453.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.56 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.001 per share | |
| (b) | Name of Issuer:
Mega Matrix Inc | |
| (c) | Address of Issuer's Principal Executive Offices:
Level 21, Market Street, CapitaSpring,
SINGAPORE
, 048948. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed on March 4, 2026 (as amended to date, the "Schedule 13D") by Cosmic Vision Innovations Ltd (the "Reporting Person") relating to the Class A ordinary shares, par value $0.001 per share of Mega Matrix Inc. (the "Issuer"). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.
The Reporting Person is filing this Amendment to reflect its new percentage beneficial ownership in the Issuer, which has decreased below 5% as a result of recent transactions conducted by the Reporting Person that reduced its shareholdings, together with an increase in the number of outstanding Class A ordinary shares of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. There are 62,429,548 Class A ordinary shares, par value $0.001 per share ("Shares"), outstanding as of May 26, 2026, as reported by the Issuer in its Notice and Proxy Statement for 2026 Annual General Meeting filed on June 1, 2026. | |
| (b) | The Reporting Person has sole power to vote or direct the vote with respect to the 2,847,453 Shares and no shared voting power. The Reporting Person also has sole power to dispose or direct the disposition of the 2,847,453 Shares and no shared dispositive power. | |
| (c) | During the past sixty days, the Reporting Person effected the following open-market sales of the Issuer's Class A ordinary shares: 22,057 Shares on May 26, 2026; 24,933 Shares on June 2, 2026; 290,911 Shares on June 3, 2026; 122,457 Shares on June 4, 2026; 2,404 Shares on June 5, 2026; and 189,785 Shares on June 8, 2026. | |
| (d) | To the best knowledge of the Reporting Person, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Shares beneficially owned by the Reporting Person. | |
| (e) | As of June 8, 2026, the Reporting Person has ceased to be the beneficial owner of more than five percent of the Issuer's Shares. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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