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1、F-1 1 ea170896-f1_multimeta.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on February 6,2023Registration Statement No.UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Form F-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MultiMetaVerse H
2、oldings Limited(Exact name of registrant as specified in its charter)British Virgin Islands 7372 N/A(State or other jurisdiction of incorporation organization)(Primary Standard Industrial Classification Code Number)(I.R.S.Employer Identification Number)MultiMetaVerse Holdings Limited Building D3,No.
3、718,Lingshi Road,Jingan District Shanghai,China +86 21 61853907(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th Floor New York,New York 10168 United States(800)221-0102(Name,Address,Including
4、Zip Code,and Telephone Number,Including Area Code,of Agent for Service)Copies to:Jia Yan,Esq.Paul Hastings LLP 43/F Jing An Kerry CenterTower II,1359 Nanjing West RoadShanghai 200040,PRC86-21-6170 6269Facsimile Approximate date of commencement of proposed sale to the public:From time to time after t
5、his Registration Statement is declared effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Actof 1933,check the following box.If this Form is filed to register additional securities for an offer
6、ing pursuant to Rule 462(b)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,
7、check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Actr
8、egistration number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial
9、statements in accordance with U.S.GAAP,indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this reg
10、istration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordancewith Section 8(a)of the Securities Act of 1933,as ame
11、nded,or until the registration statement shall become effective on such date as theSecurities and Exchange Commission,acting pursuant to said Section 8(a),may determine.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to it
12、s AccountingStandards Codification after April 5,2012.The information in this preliminary prospectus is not complete and may be changed.These securities may not be issued until the registrationstatement filed with the U.S.Securities and Exchange Commission is effective.This preliminary prospectus is
13、 not an offer to sell these securitiesand does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.SUBJECT TO COMPLETION,DATED FEBRUARY 6,2023 PRELIMINARY PROSPECTUS MULTIMETAVERSE HOLDINGS LIMITED26,158,081 Class A Ordinar
14、y Shares 3,021,244 Class A Ordinary Shares Issuable Upon the Exercise of Warrants146,250 Warrants to Purchase Class A Ordinary Shares This prospectus relates to the issuance of(i)up to 2,874,994 Class A ordinary shares of MultiMetaVerse Holdings Limited(the“Company”),no parvalue per share(“MMV Class
15、 A ordinary share”),that are issuable upon the exercise of 2,874,994 warrants converted from 2,874,994 warrants of ModelPerformance Acquisition Corp.(“MPAC)issued in MPACs initial public offer(“MMV Public Warrant”)and(ii)up to 146,250 MMV Class A ordinaryshares issuable upon the exercise of 146,250
16、warrants converted from 146,250 warrants of MPAC issued to the Sponsor(as defined below)in a privateplacement in connection with MPACs initial public offer(“MMV Private Placement Warrant”).This prospectus also relates to the resale from time to time by the selling securityholders named in this prosp
17、ectus(the“Selling Securityholders”)ofup to(i)146,250 Private Placement Warrants,(ii)2,874,994 MMV Class A ordinary shares issuable upon exercise of MMV Public Warrants;(iii)146,250MMV Class A ordinary shares issuable upon exercise of MMV Private Placement Warrant;(iv)1,759,250 MMV Class A ordinary s
18、hares issued to FirstEuro Investments Limited(the“Sponsor”)pursuant to the Merger Agreement(as defined below)in connection with the Business Combination(as definedbelow)for(a)the cancellation of 1,437,500 Class B ordinary shares and 292,500 MPAC Class A ordinary shares(as defined below)previously he
19、ld bythe Sponsor,and(b)the conversion of the rights underlying the 292,500 Private Placement Units(as defined below),with each right entitling the holderthereof to receive one-tenth of one MPAC Class A ordinary share upon the consummation of an initial business combination,(v)450,000 MMV Class Aordi
20、nary shares issued in the PIPE Financing(as defined below),(vi)23,948,831 MMV Class A ordinary shares issued to certain former shareholders ofMultiMetaVerse Inc.(the“Legacy MMV”)pursuant to the Merger Agreement in connection with the Business Combination for the cancellation ofordinary shares of Leg
21、acy MMV previously held by such shareholders.The Selling Securityholders may offer,sell or distribute all or a portion of the securities hereby registered publicly or through private transactions atprevailing market prices or at negotiated prices.We will not receive any of the proceeds from such sal
22、es of the ordinary shares or warrants,except withrespect to amounts received by us upon the exercise of the warrants.We will bear all costs,expenses and fees in connection with the registration of thesesecurities,including with regard to compliance with state securities or“blue sky”laws.The Selling
23、Securityholders will bear all commissions anddiscounts,if any,attributable to their sale of ordinary shares or warrants.See“Plan of Distribution.”We are a holding company primarily operating in China through our subsidiaries and contractual arrangements(the“VIE Agreements”)with variableinterest enti
24、ties(the“VIEs”),namely Shanghai Jupiter Creative Design Co.,Ltd.,a limited liability company established under PRC law(“ShanghaiJupiter”),and its subsidiaries.PRC laws,regulations,and rules restrict and impose conditions on direct foreign investment in certain types of business,and we will therefore
25、 operate these businesses in China through VIEs.For a summary of the VIE Agreements,please see“Summary of this Prospectus MMVs VIEs and China Operations.”We are the primary beneficiary of the VIEs,for accounting purposes,based upon the VIE Agreements.Accordingly,under U.S.GAAP,the results of the VIE
26、s will be consolidated in our financial statements.However,neither our investors nor us have anequity ownership in,direct foreign investment in,or control of,through such ownership or investment,the VIEs.As used in this prospectus,“we”,“us”,“our”or“MMV”refers to MultiMetaVerse Holdings Limited,and i
27、ts subsidiaries,and in the context of describing our operations and consolidatedfinancial information,the VIEs.References to“Legacy MMV”refer to MultiMetaVerse Inc.,a Cayman Islands exempted company and a wholly ownedsubsidiary of MMV.Cash is transferred among MMV,Shanghai Mi Ting Culture and Creati
28、ve Co.,Ltd.,or the WFOE,and the VIEs,in the following manners:(i)fundsare transferred to the WFOE,from MMV as needed through Legacy MMV and MultiMetaVerse HK Limited,or the Hong Kong Subsidiary in the form ofcapital contributions or shareholder loans,as the case may be;(ii)funds may be paid by Shang
29、hai Jupiter,to the WFOE,as service fees according to theVIE Agreements;(iii)dividends or other distributions may be paid by the WFOE,to MMV through the Hong Kong Subsidiary and Legacy MMV;and(iv)the WFOE and Shanghai Jupiter,lend to and borrow from each other from time to time for business operation
30、 purpose.As a holding company,wemay rely on dividends and other distributions on equity paid by our subsidiaries,including the WFOE and other subsidiaries based in the PRC for ourcash and financing requirements.If the WFOE or any other subsidiaries in PRC incurs debt on its own behalf in the future,
31、the instruments governingsuch debt may restrict its ability to pay dividends to us.Current PRC regulations permit WFOE to pay dividends to us through the Hong Kong Subsidiaryand Legacy MMV only out of its accumulated profits,if any,determined in accordance with Chinese accounting standards and regul
32、ations.We arepermitted under the laws of British Virgin Islands to provide funding to our subsidiaries in mainland China and Hong Kong Special AdministrativeRegion of China(“Hong Kong”or“Hong Kong SAR”)through loans or capital contributions without restrictions on the amount of the funds.Hong KongSu
33、bsidiary is also permitted under the laws of Hong Kong SAR to provide funding to us through dividend distributions without restrictions on the amountof the funds.As of the date of this registration statement/prospectus,we have not transferred funds to the WFOE.In the future,however,cash proceedsrais
34、ed from overseas financing activities,including the Business Combination,may be transferred by us to the WFOE via capital contribution orshareholder loans.As of the date of this registration statement/prospectus,there have not been any such dividends or other distributions from WFOE tothe Hong Kong
35、Subsidiary.In addition,none of our subsidiaries have ever issued any dividends or distributions to us or their respective shareholdersoutside of China.As of the date of this prospectus,Shanghai Jupiter has not remitted any services fees to the WFOE.We currently have not maintainedany cash management
36、 policies that dictate the purpose,amount and procedure of cash transfers between MMV,the WFOE,the VIEs,or investors.Rather,the funds can be transferred in accordance with the applicable laws and regulations.For more details,see“Summary of the Prospectus Assets Transferbetween MMV and the VIEs”and“S
37、ummary of the Prospectus Dividends or Distributions Made to MMV and U.S.Investors by MMVs Subsidiariesand the VIEs and Tax Consequences.”Our corporate structure will be subject to risks relating to the contractual arrangements with Shanghai Jupiter and its shareholders.If the PRCgovernment finds the
38、se contractual arrangements non-compliant with the restrictions on direct foreign investment in the relevant industries,or if therelevant PRC laws,regulations,and rules or the interpretation thereof change in the future,we could be subject to severe penalties or be forced torelinquish our interests
39、in the VIEs or forfeit our rights under the contractual arrangements.We and investors in our ordinary shares and warrants will faceuncertainty about potential future actions by the PRC government,which could affect the enforceability of the contractual arrangements with ShanghaiJupiter and,consequen
40、tly,significantly our financial condition and results of operations.If we are unable to claim our right to control the assets of theVIEs.Our ordinary shares and warrants may decline in value or become worthless.See“Risk Factors Risks Related to MMVs Corporate Structure.”We face various legal and ope
41、rational risks and uncertainties relating to doing business in China.We operate our business primarily in China,and issubject to complex and evolving PRC laws and regulations.For example,we face risks relating to regulatory approvals on overseas listings,anti-monopoly regulatory actions,and oversigh
42、t on cybersecurity,data security and data privacy.Further,the PRC government has significant oversight anddiscretion over the conduct of our business and may intervene with or influence our operations as the government deems appropriate to further regulatory,political and societal goals.The PRC gove
43、rnment has recently published new policies that significantly affected certain industries such as the educationand internet industries,and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that couldadversely affect our business,fina
44、ncial condition and results of operations.Furthermore,the PRC government has recently indicated an intent to exertmore oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies likeus.Uncertainties in the PRC legal s
45、ystem and the interpretation and enforcement of PRC laws and regulations could limit the legal protection available tothe investors in our ordinary shares and warrants,hinder the our ability to offer or continue to offer our ordinary Shares and warrants,result in a materialadverse effect on our busi
46、ness operations,and damage our reputation,which might further cause our ordinary shares and warrants to significantly declinein value or become worthless.See“Risk Factors Risks Related to Doing Business in China.”On December 2,2021,the SEC adopted final amendments implementing the disclosure and sub
47、mission requirements under the Holding ForeignCompanies Accountable Act(the“HFCAA”).Under such rules,an issuer that has filed an annual report containing an audit report issued by a registeredpublic accounting firm that the PCAOB has determined it is unable to inspect or investigate completely becau
48、se of a position taken by an authority in theforeign jurisdiction will be identified by the SEC as a“Commission-Identified Issuer.”The SEC will impose a trading prohibition on an issuer after it isidentified as a Commission-Identified Issuer for three consecutive years.If MMV is identified as a Comm
49、ission-Identified Issuer and has a“non-inspection”year,there is no assurance that it will be able to take remedial measures in a timely manner.Besides,pursuant to the HFCAA,on December16,2021,the PCAOB issued its determinations(the“PCAOB Determination”)that they are unable to inspect or investigate
50、completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong.The Determination includes lists of public accounting firmsheadquartered in mainland China and Hong Kong that the Board is unable to inspect or investigate completely.On August 26,2022,the PCAOB anno
51、unced that it had signed a Statement of Protocol(the“Protocol”)with the China Securities RegulatoryCommission(the“CSRC”)and the Ministry of Finance(“MOF”)of the Peoples Republic of China,which governs inspections and investigations ofaudit firms based in mainland China and Hong Kong.The Protocol rem
52、ains unpublished and is subject to further explanation and implementation.Pursuant to the fact sheet with respect to the Protocol released by the SEC,the PCAOB shall have independent discretion to select any issuer audits forinspection or investigation and the unfettered ability to transfer informat
53、ion to the SEC.On December 15,2022,the PCAOB announced that it was able tosecure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kongcompletely in 2022.The PCAOB vacated its previous 2021 determinations that the PCAOB was u
54、nable to inspect or investigate completely registeredpublic accounting firms headquartered in mainland China and Hong Kong.However,whether the PCAOB will continue to be able to satisfactorilyconduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong
55、 is subject to uncertainties anddepends on a number of factors out of our and our auditors control,including positions taken by authorities of the PRC.The PCAOB continues todemand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in earl
56、y 2023 and beyond,as well as to continue pursuing ongoing investigations and initiate new investigations as needed.The PCAOB is required under the HFCAA to make itsdetermination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in the mainlan
57、d China and HongKong.The possibility of being a“Commission-Identified Issuer”and risk of delisting could continue to adversely affect the trading price of our securities.Should the PCAOB again encounter impediments to inspections and investigations in mainland China or Hong Kong as a result of posit
58、ions taken by anyauthority in either jurisdiction,the PCAOB will make determinations under the HFCAA as and when appropriate.Our auditor,Marcum Asia CPAs LLP(formerly known as Marcum Bernstein&Pinchuk LLP),an independent registered public accounting firmheadquartered in Manhattan,New York,was not in
59、cluded in the PCAOB Determination.Our auditor is currently subject to PCAOB inspections and hasbeen inspected by the PCAOB on a regular basis with the last inspection in 2020.Although we believe that the HFCAA and the related regulations do notcurrently affect us,we cannot assure you that there will
60、 not be any further implementations and interpretations of the HFCAA or the related regulations,which might pose regulatory risks to and impose restrictions on us because of our operations in mainland China.Recent developments with respect toaudits of China-based companies,such as MMV,create uncerta
61、inty about the ability of their auditor to fully cooperate with the PCAOBs request for auditworkpapers without the approval of the Chinese authorities.As a result,our investors may be deprived of the benefits of PCAOBs oversight of ourauditor through such inspections.For more details,see“Risk Factor
62、s Risks Related to Doing Business in China MMVs independent registeredpublic accounting firms audit documentation related to their audit reports included in this prospectus include audit documentation located in China.PCAOB may not be able to inspect audit documentation located in China and,as such,
63、you may be deprived of the benefits of such inspection which couldresult in limitations or restrictions to our access to the U.S.capital markets.Furthermore,trading in our securities may be prohibited under the HoldingForeign Companies Accountable Act or the Accelerating Holding Foreign Companies Ac
64、countable Act if the SEC subsequently determines our audit workis performed by auditors that the PCAOB is unable to inspect or investigate completely,and as a result,U.S.national securities exchanges,such as theNasdaq,may determine to delist our securities.Furthermore,on June 22,2021,the U.S.Senate
65、passed the Accelerating Holding Foreign CompaniesAccountable Act,which,if enacted,would amend the HFCA Act and require the SEC to prohibit an issuers securities from trading on any U.S.stockexchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.”Mr.Yi
66、ran Xu holds a majority of our voting power.Accordingly,we are a controlled company under Nasdaq Listing Rule 5615(c).For so long as weremain as a controlled company under that definition,we are permitted to elect to rely on certain exemptions from corporate governance rules.As a result,the investor
67、s may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.Ourstatus as a controlled company could cause our securities to look less attractive to certain investors or otherwise harm the trading price.Please see“RiskFactorsAs
68、a“controlled company”under the rules of the NASDAQ Listing Rule,MMV may choose to exempt from certain corporate governancerequirements that could have an adverse effect on the public shareholders.”Our ordinary shares are listed on the Nasdaq Global Market under the symbol“MMV”,and our warrants are l
69、isted on the Nasdaq Capital Marketunder the symbol“MMVWW”.On February 3,2023,the last reported sales price of our ordinary shares was$2.11 per share and the last reported salesprice of our warrants was$0.1118 per warrant.Investing in our securities involves a high degree of risk.You should review ca
70、refully the risks and uncertainties described under the heading“Risk Factors”beginning on page 11 of this prospectus,and under similar headings in any amendment or supplements to this prospectus.We are an“emerging growth company”under applicable federal securities laws and are subject to reduced pub
71、lic company reporting requirements.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed uponthe adequacy or accuracy of this prospectus.Any representation to the contrary is a criminal offense.The date of this pr
72、ospectus is February 6,2023.TABLE OF CONTENTS PageFrequently Used TermsiiCautionary Note Regarding Forward-Looking StatementsivSummary of the Prospectus1The Offering10Risk Factors11Use of Proceeds69Market Price of our Securities70Unaudited Pro Forma Condensed Combined Financial Information71Business
73、81Managements Discussion and Analysis of Financial Condition and Results of Operations104Management127Description of Securities133Security Ownership of Certain Beneficial Owners and Management136Selling Securityholders138Certain Relationships and Related Party Transactions139Taxation145Plan of Distr
74、ibution153Legal Matters155Experts155Where You Can Find More Information155Index to Financial StatementF-1 No one has been authorized to provide you with information that is different from that contained in this prospectus.This prospectus is datedas of the date set forth on the cover hereof.You shoul
75、d not assume that the information contained in this prospectus is accurate as of any dateother than that date.For investors outside the United States:We have not done anything that would permit this offering or possession or distribution of this prospectus inany jurisdiction where action for that pu
76、rpose is required,other than in the United States.You are required to inform yourselves about and to observe anyrestrictions relating to this offering and the distribution of this prospectus.i FREQUENTLY USED TERMS Unless otherwise stated or unless the context otherwise requires,the terms“Company,”“
77、the registrant,”“our company,”“the company,”“we,”“us,”“our,”“ours”and“MMV”refer to MultiMetaVerse Holdings Limited,a British Virgin Islands business company.Further,in this prospectus:“ACGN”means animation,comic,game and novel.“Board”means the board of directors of MMV.“Business Combination”means th
78、e merger contemplated by the Merger Agreement.“CIC”means China Insights Consultancy.“Closing Date”means the date of the consummation of the Business Combination.“Code”means the Internal Revenue Code of 1986,as amended.“Combination Period”means the period of time by which an initial business combinat
79、ion must be completed by MPAC.“Continental”means Continental Stock Transfer&Trust Company,MPACs transfer agent.“Effective Time”means the time at which the Business Combination becomes effective.“Exchange Act”means the Securities Exchange Act of 1934,as amended.“Existing Charter”means MPACs Memorandu
80、m and Articles of Association,as amended and restated on September 28,2022.“founder shares”means the outstanding Class B ordinary shares of MPAC issued to the Sponsor for an aggregate purchase price of$25,001 inJanuary 2021.“GAAP”means accounting principles generally accepted in the United States of
81、 America.“Initial Shareholders”means the Sponsor and other initial holders of MPAC Class B ordinary shares.“IPO”refers to the initial public offering of 5,000,000 units of MPAC consummated on April 12,2021.“IRS”means the United States Internal Revenue Service.“Legacy MMV”means MultiMetaVerse Inc.,a
82、Cayman Islands exempted company,prior to the consummation of the Business Combination.“Merger Agreement”means that certain Merger Agreement,dated as of August 6,2021,as amended on January 6 and September 29,2022,andas may be amended from time to time,by and among MPAC,the Company,Merger Sub,Legacy M
83、MV,and certain shareholders of LegacyMMV.“Merger Sub”means Model Performance Mini Sub Corp.,a Cayman Islands exempted company and wholly-owned subsidiary of the Company.“MMV Class A ordinary shares”means the Class A ordinary shares,no par value per share,of MMV.“MMV Class B ordinary shares”means the
84、 Class B ordinary shares,no par value per share,of MMV.ii “MMV Ordinary Shares”means the MMV Class A ordinary shares and MMV Class B ordinary shares,collectively.“MMV Warrant”means a warrant of MMV issued to MPAC Warrant holders and the MMV Ordinary Shares underlying such warrants.“MPAC”means Model
85、Performance Acquisition Corp.,a British Virgin Islands business company.“MPAC Class A ordinary shares”means the Class A ordinary shares,no par value per share,of Model Performance Acquisition Corp.“MPAC Class B ordinary shares”means the Class B ordinary shares,no par value per share,of Model Perform
86、ance Acquisition Corp.“MPAC ordinary shares”means MPAC Class A ordinary shares and MPAC Class B ordinary shares,collectively.“MPAC preferred shares”means the preferred shares,with no par value per share,of Model Performance Acquisition Corp.“MPAC Private Placement Warrants”means MPAC Warrants issued
87、 to the Sponsor as part of the Private Placement Units in a private placementsimultaneously with the closing of MPACs IPO.“MPAC Public Warrants”means the MPAC Warrants issued as part of the units in MPACs IPO.“MPAC preferred shares”means the preferred shares,with no par value per share,of Model Perf
88、ormance Acquisition Corp.“MPAC Warrant”means redeemable warrant of MPAC entitling the holder to purchase one MPAC Class A ordinary shares at a price of$11.50per whole share.“ODI Filings”means the formalities and filings of overseas direct investment of Chinese enterprises,including but not limited t
89、o fulfilling thefiling,approval or registration procedures in the development and reform authorities,the competent commercial authorities,and foreignexchange administration authorities and competent banks authorized by such authorities.“Original Animation Brand”means animations that were first publi
90、shed and solely owned by the animation production company,whereas otheranimation brands may be adapted from comic books,games and other forms of ACGN brands.“PIPE Investment”means the issuance of 450,000 MMV Ordinary Shares to a certain investor for an aggregate of$4,500,000 in a privateplacement su
91、bsequent to the closing of the Business Combination.“Plans of Merger”means(i)the Plan of Merger in connection with the Reincorporation Merger and(ii)the Plan of Merger in connection with theAcquisition Merger,collectively.“Private Placement Units”mean the units issued to the Sponsor in a private pla
92、cement simultaneously with the closing of MPACs IPO.“PubCo”means Model Performance Mini Corp.a British Virgin Islands business company.“public shares”means the MPAC Class A ordinary shares sold in the IPO,whether they were purchased in the IPO or thereafter in the openmarket.“public shareholders”mea
93、ns holders of public MPAC Class A ordinary shares.“SEC”means the U.S.Securities and Exchange Commission.“Securities Act”means the Securities Act of 1933,as amended.“Share Incentive Award”means the MMVs Share Incentive Award scheme.“Sponsor”means First Euro Investments Limited,a British Virgin Island
94、s business company.iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this registration statement/prospectus may constitute“forward-looking statements”for purposes of the federal securities laws.MMVs forward-looking statements include,but are not limited to,statements reg
95、arding MMV or its management teams expectations,hopes,beliefs,intentions or strategies regarding the future.In addition,any statements that refer to projections,forecasts or other characterizations of future events orcircumstances,including any underlying assumptions,are forward-looking statements.F
96、orward-looking statements are typically identified by words suchas“plan,”“believe,”“expect,”“anticipate,”“intend,”“outlook,”“estimate,”“forecast,”“project,”“continue,”“could,”“may,”“might,”“possible,”“potential,”“predict,”“should,”“would”and other similar words and expressions,but the absence of the
97、se words does not mean that a statement is notforward-looking.Forward-looking statements in this registration statement/prospectus may include,for example,statements about:Our business strategies and outcomes;our financial performance following the Business Combination;government regulations governi
98、ng business operations,and in particular those governing the gaming and entertainment industry;macro-economic conditions in China;the impact of the COVID-19 pandemic on our business and the actions we may take in response thereto;and the outcome of any known and unknown litigation and regulatory pro
99、ceedings.These forward-looking statements are based on information available as of the date of this registration statement/prospectus,and current expectations,forecasts and assumptions,and involve a number of judgments,risks and uncertainties.Accordingly,forward-looking statements should not be reli
100、edupon as representing our views as of any subsequent date,and we do not undertake any obligation to update forward-looking statements to reflect eventsor circumstances after the date they were made,whether as a result of new information,future events or otherwise,except as may be required underappl
101、icable securities laws.You should not place undue reliance on these forward-looking statements.New risk factors and uncertainties emerge from time to time and it is notpossible for our management to predict all risk factors and uncertainties,nor can we assess the impact of all factors on our busines
102、s or the extent to whichany factor,or combination of factors,may cause actual results to differ materially from those contained in any forward-looking statements.As a result of anumber of known and unknown risks and uncertainties,our actual results or performance may be materially different from tho
103、se expressed or implied bythese forward-looking statements.Some factors that could cause actual results to differ include:expectations regarding MMVs strategies and future financial performance,including its future business plans or objectives,prospectiveperformance and opportunities and competitors
104、,revenues,backlog conversion,products and services,pricing,operating expenses,market trends,liquidity,cash flows and uses of cash,capital expenditures,and ability to invest in growth initiatives and pursue acquisition opportunities;risks related to MMVs technology,intellectual property and data priv
105、acy practices;iv risks related to MMVs reliance on third parties;risks related to the general economic and financial market conditions;political,legal and regulatory environment;and the industries in whichMMV operates;the outcome of any legal proceedings that may be instituted against MPAC or MMV fo
106、llowing announcement of the Merger Agreement and thetransactions contemplated therein;the risk that the announcement and consummation of the proposed Business Combination disrupts MMVs current plans;the ability to recognize the anticipated benefits of the Business Combination;unexpected costs relate
107、d to the Business Combination;the amount of any redemptions by existing holders of MPAC Class A ordinary shares being greater than expected;limited liquidity and trading of MPACs securities;geopolitical risk and changes in applicable laws or regulations;the possibility that MMV may be adversely affe
108、cted by other economic,business,and/or competitive factors;operational risks;the risks that the COVID-19 pandemic,and local,state,and federal responses to addressing the pandemic,may have an adverse effect on ourbusiness operations,as well as our financial condition and results of operations;litigat
109、ion and regulatory enforcement risks,including the diversion of management time and attention and the additional costs and demands onMMVs resources;and the ability to meet stock exchange listing standards following the consummation of the Business Combination.v SUMMARY OF THE PROSPECTUS This summary
110、 highlights selected information from this prospectus and does not contain all of the information that is important to you in makingan investment decision.This summary is qualified in its entirety by the more detailed information included in this prospectus.Before making yourinvestment decision with
111、 respect to our securities,you should carefully read this entire prospectus,including the information under“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results of Operations”and the financial statements included elsewhere in thisprospectus.Unless otherwise indicated
112、 or the context otherwise requires,references in this prospectus to“Company,”“we,”“our,”“us”and other similarterms refer to MultiMetaVerse Holdings Limited and our consolidated subsidiaries and VIEs.Overview MMV is an animation and entertainment company devoted to establishing an open community for
113、its global users and to providing high-qualityand immersive entertainment experience by way of original contents,user-generated contents and professional user-generated contents.MMVprimarily develops and publishes animations,mobile games,and other contents offerings such as anime merchandise,and als
114、o provides animationproduction services to other animation and gaming companies.MMV commenced animation production in 2015 under its signature Aotu World brand,which has attracted a broad following with its inspiringstoryline and unique graphic style,particularly among the younger audience in China.
115、By leveraging the companys established user base,MMV hasbuilt a diverse product portfolio,including animated content,comic books,short videos,collectibles,stationery,consumer products,and mobile gamesacross the Aotu World brand.MMV has also developed and augmented new brands,stories,and characters,s
116、uch as Neko Album.MMV createscontent and capitalizes on its brands to provide its users with intriguing,multifaceted,and interactive virtual entertainment services and products.From2020 to 2021,MMVs revenue decreased by 16.1%primarily due to the fluctuation in revenue from its mobile game business d
117、riven by product lifecycle.However,the other lines of business,particularly the merchandise business and animation production business,experienced growth in revenue,which partially offset the decrease caused by fluctuation in mobile game revenue.The revenue growth trend continued in the six months e
118、nded June30,2022,during which total revenue increased by 88.5%compared to total revenue for the six months ended June 30,2021.Further capitalization ofproprietary brands with additional content,diversification of derivative products,as well as development of new brands,could provide better andmulti-
119、faceted entertainment experience for users,and in turn enhance user engagement,user base and user loyalty,which can contribute tostrengthening MMVs monetization capabilities.1 MMVs VIEs and China Operations MMV is a British Virgin Islands holding company with no business operations of its own.MMV co
120、nducts its operation primarily in China through(i)its PRC subsidiaries,including Shanghai Mi Ting Culture and Creative Co.,Ltd.(the“WFOE”)and its subsidiaries,Shanghai Ling Xu TechnologyCo.,Ltd.and Beijing Mi Ting Technology Co.,Ltd.(collectively,the“PRC Subsidiaries”),in which MMV holds equity owne
121、rship interests,and(ii)the variable interest entities,namely Shanghai Jupiter Creative Design Co.,Ltd.(“Shanghai Jupiter”)and its subsidiaries(collectively,the“VIEs”).InMay 2021,the WFOE entered into a series of contractual arrangements with Shanghai Jupiter and its shareholders(“VIE Agreements”).Th
122、eseagreements or their forms are filed as exhibits to the registration statement on Form F-1 of which this prospectus is a part and include:(i)a TechnicalConsultation and Service Agreement between the WFOE and Shanghai Jupiter Creative Design Co.,Ltd.,which enables MMV to receive substantiallyall of
123、 the economic benefits of Shanghai Jupiter,(ii)four Proxy Agreements entered by the WFOE with each of Shanghai Jupiters shareholders,respectively and four equity pledge agreements entered by the WFOE and Shanghai Jupiter with each of Shanghai Jupiters shareholders,respectively,which provide MMV with
124、 effective control over Shanghai Jupiter,and(iii)four Exclusive Call Option Agreements entered by the WFOE andShanghai Jupiter with each of Shanghai Jupiters shareholders,respectively,which provide MMV with the option to purchase all of the equity interestsin Shanghai Jupiter.MMV exercises control o
125、ver the VIEs and become the primary beneficiary of the VIEs for accounting purposes through the VIEAgreements,which are less effective than direct ownership.MMVs control over the VIEs and MMVs position of being the primary beneficiary of theVIEs for the accounting purposes are limited to the conditi
126、ons that MMV met for consolidation of the VIEs under U.S.GAAP.Such conditions includethat(i)MMV controls Shanghai Jupiter through power to govern the activities which most significantly impact the Shanghai Jupiters economicperformance,(ii)MMV is contractually obligated to absorb losses of Shanghai J
127、upiter that could potentially be significant to Shanghai Jupiter,and(iii)MMV is entitled to receive benefits from Shanghai Jupiter that could potentially be significant to Shanghai Jupiter.Only if MMV meets theaforementioned conditions for consolidation of the VIEs under U.S.GAAP,MMV will be deemed
128、as the primary beneficiary of the VIEs,and theVIEs will be treated as MMVs consolidated affiliated entities for accounting purposes.MMV could face heightened risks and substantial costs inenforcing these contractual arrangements,because,although contractual arrangements similar to the VIE Agreements
129、 have been widely adopted byPRC companies seeking for listing aboard,such arrangements have not been tested in any of the PRC courts.In addition,there are substantialuncertainties regarding the interpretation and application of current and future PRC laws,regulations,and rules relating to these cont
130、ractualarrangements.If the PRC government finds the VIE Agreements non-compliant with relevant PRC laws,regulations,and rules,or if these laws,regulations,and rules or the interpretation thereof change in the future,MMV could be subject to severe penalties or be forced to relinquish its interestsin
131、Shanghai Jupiter or forfeit its rights under the contractual arrangements.See“Risk Factors Risks Related to MMVs Corporate Structure.”2 The following chart shows MMVs corporate structure as of the date of this registration statement/prospectus,including its principal subsidiariesand its VIEs.(1)76.1
132、2%of the share ownership of Avatar Group Holdings Limited,or Avatar,is held by Yann HighTech Holdings Limited,which is in turnwholly owned by Mr.Yanzhi Wang.In addition,Mr.Yanzhi Wang is the sole director of Avatar and therefore may be deemed to control Avatar.(2)On March 22,2021,Mr.Yiran Xu,Mr.Yanz
133、hi Wang,Lucky Cookie Holdings Limited,or Lucky Cookie,a company incorporated in BritishVirgin Islands that is controlled by Mr.Yiran Xu,and Avatar Group Holdings Limited,or Avatar,a company incorporated in British VirginIslands that is controlled by Mr.Yanzhi Wang entered into an Acting-in-Concert A
134、greement,pursuant to which Mr.Yanzhi Wang and Avatarundertook that following the completion of the Business Combination,Mr.Yanzhi Wang and Avatar shall take actions in accordance with theinstructions of Mr.Yiran Xu and Lucky Cookie with regard to any matter submitted to vote by the shareholders of M
135、MV.As a result of theActing-in-Concert agreement,Mr.Yiran Xu controls 66.36%of the voting power of MMV following the completion of the BusinessCombination.3 As of the date of this registration statement/prospectus,the WFOE,the PRC Subsidiaries and the VIEs have obtained the requisite licenses andper
136、mits from the PRC government authorities that are material for its business operations in the PRC,including the value-added telecommunicationsbusiness operating license,license for production and operation of radio and television programs and operating license of publication.For a list oflicenses an
137、d approvals that the WFOE,the PRC Subsidiaries and the VIEs are required to obtain for MMVs and the VIEs operations in China as ofthe date of this registration statement/prospectus,see“Information about MMV Licenses and Approvals.”For risks relating to licenses andapprovals required for MMVs and the
138、 VIEs operations in China,see“Risk Factors Risks Related to MMVs Business and Industry Any lack ofrequisite approvals,licenses,or permits applicable to MMVs business may have a material and adverse impact on MMVs business,financialcondition,and results of operations.”If the WFOE,the PRC Subsidiaries
139、 and the VIEs fail to obtain and maintain the requisite licenses and approvalsrequired under the complex regulatory environment for operating their business in China,financial condition and results of operations may bematerially and adversely affected.We have been closely monitoring regulatory devel
140、opments in China regarding(i)greater oversight by the Cyberspace Administration of China(the“CAC”)over cyber security,data security and data privacy,and(ii)any necessary approvals from the China Securities Regulatory Commission(the“CSRC”),the CAC,or other PRC regulatory authorities required for over
141、seas listings,including the Business Combination.As of the date of thisregistration statement/prospectus,(1)Shanghai Jupiter received a notification(No.2022072101)from the Cyber Security Review Office,thedepartment of the CAC in charge of cybersecurity review,advising that the Business Combination a
142、nd the planned listing on Nasdaq is not subject tocybersecurity review,and(2)the draft regulation on record-filings requirement for overseas listing issued by CSRC has not been adopted.Therefore,no PRC laws and regulations are in force requiring that MMV obtain permission from PRC authorities to con
143、summate the Business Combination.However,the aforesaid laws,regulatory requirement and interpretations thereof are evolving.There remains uncertainty as to the enactment,interpretation and implementation of regulatory requirements related to overseas securities offering and other capital markets act
144、ivities.For furtherdetails and for risks related to regulatory approvals on overseas listings,see“Risk Factors Risks Related to Doing Business in China Theapproval of the China Securities Regulatory Commission or other PRC regulatory agencies may be required in connection with the BusinessCombinatio
145、n under PRC law.”The Holding Foreign Companies Accountable Act,or the HFCAA,was enacted on December 18,2020.In essence,the HFCAA requires the SECto prohibit foreign companies from listing securities on U.S.securities exchanges if a company retains a foreign accounting firm that cannot beinspected by
146、 the PCAOB for three consecutive years,beginning in 2021.On June 22,2021,the U.S.Senate passed the Accelerating Holding ForeignCompanies Accountable Act,which,if enacted,would amend the HFCAA and require the SEC to prohibit an issuers securities from trading on anyU.S.stock exchanges if its auditor
147、is not subject to PCAOB inspections for two consecutive years instead of three.The enactment of the HFCAA andany additional rulemaking efforts to increase U.S.regulatory access to audit information could cause investor uncertainty for affected issuers,including MMV,and the market price of MMVs secur
148、ities could be adversely affected,and MMV could be delisted if it is unable to cure the situationto meet the PCAOB inspection requirement in time.The auditor of MMV is headquartered in Manhattan,New York,and has been inspected by thePCAOB on a regular basis with the last inspection in 2020.However,r
149、ecent developments with respect to audits of China-based companies,such asMMV,create uncertainty about the ability of their auditor to fully cooperate with the PCAOBs request for audit workpapers without the approval ofthe Chinese authorities.As a result,MMVs investors may be deprived of the benefit
150、s of PCAOBs oversight of the auditor of MMV through suchinspections.Please refer to“Risk Factors Risks Related to Doing Business in China Companys independent registered public accounting firmsaudit documentation supporting their audit reports.”On August 26,2022,the PCAOB announced that it had signe
151、d a Statement of Protocol(the“Protocol”)with the China Securities RegulatoryCommission(the“CSRC”)and the Ministry of Finance(“MOF”)of the Peoples Republic of China,which governs inspections and investigations ofaudit firms based in mainland China and Hong Kong.The Protocol remains unpublished and is
152、 subject to further explanation and implementation.Pursuant to the fact sheet with respect to the Protocol released by the SEC,the PCAOB shall have independent discretion to select any issuer audits forinspection or investigation and the unfettered ability to transfer information to the SEC.On Decem
153、ber 15,2022,the PCAOB announced that it wasable to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kongcompletely in 2022.The PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect or inv
154、estigate completely registeredpublic accounting firms headquartered in mainland China and Hong Kong.However,whether the PCAOB will continue to be able to satisfactorilyconduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertai
155、nties anddepends on a number of factors out of our and our auditors control,including positions taken by authorities of the PRC.The PCAOB continues todemand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023 andbeyond,as wel
156、l as to continue pursuing ongoing investigations and initiate new investigations as needed.The PCAOB is required under the HFCAA tomake its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in the mainlandChina and Hong Kong.The
157、 possibility of being a“Commission-Identified Issuer”and risk of delisting could continue to adversely affect the tradingprice of our securities.Should the PCAOB again encounter impediments to inspections and investigations in mainland China or Hong Kong as a resultof positions taken by any authorit
158、y in either jurisdiction,the PCAOB will make determinations under the HFCAA as and when appropriate.4 Assets Transfer between MMV and the VIEs To date,the VIEs have not distributed any earnings or settled any amounts owed under the VIE agreements to MMV or the WFOE.MMV doesnot have any plan to direc
159、t the VIEs to distribute earnings or settle amounts owed under the VIE agreements in the foreseeable future.To date,therehas been no transfer of cash or other assets between MMV and the VIEs.Dividends or Distributions Made to MMV and U.S.Investors by MMVs Subsidiaries and the VIEs and Tax Consequenc
160、es To date,MMVs subsidiaries and the VIEs have not made any dividends or distributions to MMV and MMV has not made any dividends ordistributions to its shareholders either.In addition,subject to the passive foreign investment company rules,the gross amount of any distribution thatMMV makes to invest
161、or with respect to its shares(including any amounts withheld to reflect PRC withholding taxes)will be taxable as a dividend,tothe extent paid out of MMVs current or accumulated earnings and profits,as determined under United States federal income tax principles.If MMV isconsidered a PRC tax resident
162、 enterprise for tax purposes,any dividends MMV pay to its overseas shareholders may be regarded as China-sourcedincome and as a result may be subject to PRC withholding tax.See“Risk Factors Risks Related to Doing Business in China If MMV is classifiedas a PRC resident enterprise for PRC enterprise i
163、ncome tax purposes,such classification could result in unfavorable tax consequences to us and ournon-PRC shareholders.”Restrictions on Foreign Exchange and the Ability to Transfer Cash between Entities,Across Borders and to U.S.Investors MMV currently has not maintained any cash management policies
164、that dictate the purpose,amount and procedure of cash transfers betweenMMV,the WFOE,the VIEs,or investors.Rather,the funds can be transferred in accordance with the applicable laws and regulations.The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and,in ce
165、rtain cases,the remittance of currencyout of China.The majority of MMVs income is received in Renminbi and shortages in foreign currencies may restrict our ability to pay dividends orother payments,or otherwise satisfy our foreign currency denominated obligations,if any.Under existing PRC foreign ex
166、change regulations,paymentsof current account items,including profit distributions,interest payments and expenditures from trade-related transactions,can be made in foreigncurrencies without prior approval from the State Administration of Foreign Exchange of the PRC,or the SAFE,as long as certain pr
167、oceduralrequirements are met.Approval from appropriate government authorities is required if Renminbi is converted into foreign currency and remitted out ofChina to pay capital expenses such as the repayment of loans denominated in foreign currencies.The PRC government may,at its discretion,imposere
168、strictions on access to foreign currencies for current account transactions and if this occurs in the future,MMV may not be able to pay dividends inforeign currencies to its shareholders.If MMV is considered a PRC tax resident enterprise for tax purposes,any dividends we pay to our overseas sharehol
169、ders may be regarded asChina-sourced income and as a result may be subject to PRC withholding tax.See“Risk Factors Risks Related to Doing Business in China IfMMV is classified as a PRC resident enterprise for PRC enterprise income tax purposes,such classification could result in unfavorable taxconse
170、quences to us and our non-PRC shareholders.”Cash is transferred among MMV,the WFOE,and the VIEs,in the following manners:(i)funds are transferred to the WFOE,from MMV asneeded through Legacy MMV and MultiMetaVerse HK Limited,or the Hong Kong Subsidiary,in the form of capital contributions or shareho
171、lderloans,as the case may be;(ii)funds may be paid by Shanghai Jupiter,to the WFOE,as service fees according to the VIE Agreements;(iii)dividendsor other distributions may be paid by the WFOE,to MMV through the Hong Kong Subsidiary and Legacy MMV;and(iv)the WFOE and ShanghaiJupiter,lend to and borro
172、w from each other from time to time for business operation purpose.As a holding company,MMV may rely on dividends andother distributions on equity paid by WFOE for its cash and financing requirements.If WFOE incurs debt on its own behalf in the future,theinstruments governing such debt may restrict
173、its ability to pay dividends to MMV.5 The following diagram illustrates the typical fund flow among MMV,the WFOE,and Shanghai Jupiter.Relevant PRC laws and regulations permit the PRC companies to pay dividends only out of their retained earnings,if any,as determined inaccordance with PRC accounting
174、standards and regulations.Additionally,the PRC Subsidiaries and the VIEs can only distribute dividends uponapproval of the shareholders after they have met the PRC requirements for appropriation to the statutory reserves.As a result of these and otherrestrictions under the PRC laws and regulations,t
175、he PRC Subsidiaries and the VIEs are restricted to transfer a portion of their net assets to MMVeither in the form of dividends,loans or advances.Even though MMV currently does not require any such dividends,loans or advances from the PRCSubsidiaries and the VIEs for working capital and other fundin
176、g purposes,MMV may in the future require additional cash resources from the PRCSubsidiaries and the VIEs due to changes in business conditions,to fund future acquisitions and developments,or merely declare and pay dividends toor distributions to its shareholders.MMV is permitted under the laws of Br
177、itish Virgin Islands to provide funding to its subsidiaries in Hong Kong andmainland China through loans or capital contributions without restrictions on the amount of the funds.Hong Kong Subsidiary is also permitted underthe laws of Hong Kong SAR to provide funding to MMV through dividend distribut
178、ions without restrictions on the amount of the funds.Background and Business Combination The Company was originally known as Model Performance Mini Corp.On January 4,2023(the“Closing Date”),we consummated the BusinessCombination pursuant to the terms of the merger agreement dated as of August 6,2021
179、(as amended on January 6 and September 29,2022,and as maybe amended from time to time,the“Merger Agreement”)by and among MPAC,the Company,Model Performance Mini Sub Corp.(“Merger Sub”),MultiMetaVerse Inc.(“Legacy MMV”)and certain shareholders of Legacy MMV.On the Closing Date,pursuant to the Merger
180、Agreement,(i)MPACreincorporated to the British Virgin Islands by merging with and into the Company(the“Reincorporation Merger”);and(ii)Merger Sub was mergedwith and into Legacy MMV resulting in Legacy MMV being a wholly-owned subsidiary of the Company(the“Acquisition Merger”).In connectionwith the B
181、usiness Combination,the Company changed its name to“MultiMetaVerse Holdings Limited”(“MMV”).6 Immediately prior to the consummation of the Business Combination,all issued and outstanding units of MPAC,consisting of one MPAC Class Aordinary share,one-half of one warrant with each whole warrant entitl
182、ing its holder to purchase one MPAC Class A ordinary share at a price of$11.50per whole share(“MPAC Warrant”)and one right to receive one-tenth of one MPAC Class A ordinary share upon the consummation of an initialbusiness combination(“MPAC Right”),automatically separated into their individual compo
183、nents of MPAC Class A ordinary shares,MPAC Warrantsand MPAC Rights.Upon the consummation of the Business Combination,each MPAC Class B ordinary share was automatically converted into oneMPAC Class A ordinary share,and the equity holdings of the MPAC shareholders were exchanged as follows:Each MPAC C
184、lass A ordinary share issued and outstanding immediately prior to the effective time of the Reincorporation Merger(other thanany redeemed shares)was automatically cancelled and ceased to exist and,for each MPAC Class A ordinary share,we issued to each MPACshareholder(other than MPAC shareholders who
185、 exercised their redemption rights)one validly issued MMV Class A ordinary share;Each whole MPAC Warrant issued and outstanding immediately prior to the effective time of the Reincorporation Merger was converted intoa warrant to purchase one MMV Class A ordinary share(each,an“MMV Warrant”)(or equiva
186、lent portion thereof).The MMV Warrants havesubstantially the same terms and conditions as set forth in the MPAC Warrants;and The holders of MPAC Rights issued and outstanding immediately prior to the effective time of the Reincorporation Merger received one-tenth(1/10)of one MMV Class A ordinary sha
187、re in exchange for the cancellation of each MPAC Right.Each holder entitled to receive a fraction ofan MMV Class A ordinary share received,in lieu of such fractional share,one MMV Class A ordinary share rounding up to the nearest wholeMMV Class A ordinary share.Additionally,subsequent to the closing
188、 of the Business Combination,an assignee of Prominence Investment Management Ltd.(“Prominence”)completed the subscription of 450,000 MMV Ordinary Shares at$10.00 per share for an aggregate subscription price of$4,500,000,pursuant to asubscription agreement previously entered into among Prominence,MP
189、AC and MMV.Corporate Information MultiMetaVerse Holdings Limited was incorporated under the laws of the British Virgin Islands in July 2021,and conducts its business through itssubsidiaries and affiliates in the PRC.MMVs principal place of business is located at Building D3,No.718,Lingshi Road,Jinga
190、n District,Shanghai,PRC,and its phone number is 86-21-6185 3907.MMVs registered office in the British Virgin Islands is located at Ritter House,Wickhams Cay II,POBox 3170,Road Town,Tortola VG1110,British Virgin Islands.Summary Risk Factors Investing in our securities involves risks.You should carefu
191、lly consider the risks described in“Risk Factors”before making a decision to invest inour ordinary shares.If any of these risks actually occurs,our business,financial condition and results of operations would likely be materiallyadversely affected.In such case,the trading price of our securities wou
192、ld likely decline,and you may lose all or part of your investment.Some of therisks related to MMVs business and industry and corporate structure are summarized below.This summary should be read in conjunction with the“Risk Factors”section and should not be relied upon as an exhaustive summary of the
193、 material risks facing MMVs business.Risks Related to MMVs Business and Industry MMVs limited operating history makes it difficult to predict its future prospects,business and financial performance;MMVs failure to offer high-quality contents that meets user preferences and demands may adversely affe
194、ct its business operation andfinancial results;MMVs monetization scheme and lack of product diversification may not be able to sustain its business operation,monetization plan andfuture growth;MMV may not be able to protect its proprietary brand and intellectual property,and as a result,its business
195、,financial condition,and results ofoperations may be adversely impacted;MMV operates in a highly competitive market,and may not be able to compete effectively.7 Risks Related to MMVs Corporate Structure MMV is a holding company primarily operating in China through the WFOE,the PRC Subsidiaries and c
196、ontractual arrangements withShanghai Jupiter.MMVs control over the VIEs and MMVs position of being the primary beneficiary of the VIEs for the accountingpurposes are limited to the conditions that MMV met for consolidation of the VIEs under U.S.GAAP.Such conditions include that(i)MMVcontrols Shangha
197、i Jupiter through power to govern the activities which most significantly impact the Shanghai Jupiters economicperformance,(ii)MMV is contractually obligated to absorb losses of Shanghai Jupiter that could potentially be significant to ShanghaiJupiter,and(iii)MMV is entitled to receive benefits from
198、 Shanghai Jupiter that could potentially be significant to Shanghai Jupiter.Only ifMMV meets the aforementioned conditions for consolidation of the VIEs under U.S.GAAP,MMV will be deemed as the primary beneficiaryof the VIEs,and the VIEs will be treated as MMVs consolidated affiliated entities for a
199、ccounting purposes.After the Business Combination,neither the investors in the MMV nor the MMV itself have an equity ownership in,direct foreign investment in,or control of,through suchownership or investment,the VIEs.There are substantial uncertainties regarding the interpretation and application o
200、f current and future PRClaws,regulations,and rules relating to the VIE Agreements that establish the VIE structure for the majority of our operations in China,including potential future actions by the PRC government,which could affect the enforceability of the contractual arrangements withShanghai J
201、upiter and,consequently,significantly affect the financial condition and results of operations of the MMV.If the PRC governmentfinds the VIE Agreements non-compliant with relevant PRC laws,regulations,and rules,or if these laws,regulations,and rules or theinterpretation thereof change in the future,
202、we could be subject to severe penalties or be forced to relinquish our interests in Shanghai Jupiteror forfeit our rights under the contractual arrangements,see“Risk Factors Risks Related to MMVs Corporate Structure”for details;MMV relies on its contractual arrangements with Shanghai Jupiter and its
203、 shareholders to operate its business operation,which may not be aseffective as direct ownership in providing operational control,and Shanghai Jupiters shareholders may fail to perform their obligations underthe contractual arrangements.The shareholders of Shanghai Jupiter may have conflicts of inte
204、rest with MMV,which may materially andadversely affect MMVs business,see“Risk Factors Risks Related to MMVs Corporate Structure The shareholders of MMVs VIEs mayhave actual or potential conflicts of interest with MMV,which may materially and adversely affect MMVs business and financial condition”for
205、 details.8 Risks Related to Doing Business in China Uncertainties with respect to the PRC legal system,including uncertainties regarding the enforcement of laws,and sudden or unexpectedchanges in laws and regulations with little advance notice in China could adversely affect us and limit the legal p
206、rotections available to youand us.PRC regulatory agencies may intervene or influence our operations at any time as the government deems appropriate to furtherregulatory,political and societal goals,or may exert more control over offerings conducted overseas or foreign investments in China-basedissue
207、rs,which could result in a material change in MMVs operations and the value of MMV Ordinary Shares and MMV Warrants orsignificantly limit or completely hinder MMVs ability to offer or continue to offer securities to investors and cause the value of suchsecurities to significantly decline or in extre
208、me cases,become worthless,see“Risk Factors Risks Related to Doing Business in China The uncertainties and quick change of the legal system in China with little advance notice could limit the legal protections available orimpose additional requirements and obligations on MMVs business operation,which
209、 may materially and adversely affect MMVs business,financial condition,and results of operations”for details;On December 2,2021,the SEC adopted final amendments implementing the disclosure and submission requirements under the HFCA Act.Under such rules,an issuer that has filed an annual report conta
210、ining an audit report issued by a registered public accounting firm that thePCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdictionwill be identified by the SEC as a“Commission-Identified Issuer.”The SEC will impo
211、se a trading prohibition on an issuer after it is identifiedas a Commission-Identified Issuer for three consecutive years.If MMV is identified as a Commission-Identified Issuer and has a“non-inspection”year,there is no assurance that it will be able to take remedial measures in a timely manner.MMVs
212、auditor,Marcum Asia CPAsLLP,an independent registered public accounting firm headquartered in Manhattan,New York,was not included in the determinations madeby the Public Company Accounting Oversight Board(United States),or the PCAOB,on December 16,2021.MMVs auditor is currentlysubject to PCAOB inspe
213、ctions and has been inspected by the PCAOB on a regular basis with the last inspection in 2020.Although MMVbelieves that the Holding Foreign Companies Accountable Act and the related regulations do not currently affect MMV,MMV cannot assureyou that there will not be any further implementations and i
214、nterpretations of the Holding Foreign Companies Accountable Act or the relatedregulations,which might pose regulatory risks to and impose restrictions on us because of MMVs operations in mainland China.Recentdevelopments with respect to audits of China-based companies,such as MMV,create uncertainty
215、about the ability of their auditor to fullycooperate with the PCAOBs request for audit workpapers without the approval of the Chinese authorities.As a result,MMVs investors maybe deprived of the benefits of PCAOBs oversight of the auditor of MMV through such inspections.For more details,see“Risk Fac
216、tors Risks Related to Doing Business in China MMVs independent registered public accounting firms audit documentation related to theiraudit reports included in this registration statement/prospectus include audit documentation located in China.PCAOB may not be able toinspect audit documentation loca
217、ted in China and,as such,you may be deprived of the benefits of such inspection which could result inlimitations or restrictions to our access to the U.S.capital markets.Furthermore,trading in our securities may be prohibited under the HoldingForeign Companies Accountable Act or the Accelerating Hol
218、ding Foreign Companies Accountable Act if the SEC subsequently determinesour audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely,and as a result,U.S.nationalsecurities exchanges,such as the Nasdaq,may determine to delist our securities.Furthermore,on Jun
219、e 22,2021,the U.S.Senate passed theAccelerating Holding Foreign Companies Accountable Act,which,if enacted,would amend the HFCA Act and require the SEC to prohibitan issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive year
220、sinstead of three.”9 THE OFFERING The summary below describes the principal terms of the offering.The“Description of Securities”section of this prospectus contains a more detaileddescription of the ordinary shares of the Company.Any investment in the securities offered hereby is speculative and invo
221、lves a high degree of risk.You should carefully consider the information set forth under“Risk Factors”of this prospectus.Issuance of MMV Class A Ordinary SharesWe are registering the issuance of(i)up to 2,874,994 MMV Class A ordinaryshares that are issuable upon the exercise of the MMV Public Warran
222、ts,whichwere previously registered,and(ii)up to 146,250 MMV Class A ordinaryshares issuable upon the exercise of the MMV Private Placement Warrants.Securities offered by the Selling SecurityholdersIn addition,we are registering the resale from time to time by the SellingSecurityholders of up to(i)14
223、6,250 Private Placement Warrants;(ii)2,874,994MMV Class A ordinary shares issuable upon exercise of MMV PublicWarrants;(iii)146,250 MMV Class A ordinary shares issuable upon exercise ofMMV Private Placement Warrant;(iv)1,759,250 MMV Class A ordinaryshares issued to the Sponsor pursuant to the Merger
224、 Agreement in connectionwith the Business Combination for(a)the cancellation of 1,437,500 Class Bordinary shares and 292,500 MPAC Class A ordinary shares previously held bythe Sponsor,and(b)the conversion of the rights underlying the 292,500 PrivatePlacement Units,with each right entitling the holde
225、r thereof to receive one-tenth of one MPAC Class A ordinary share upon the consummation of an initialbusiness combination,(v)450,000 MMV Class A ordinary shares issued in thePIPE Financing,(vi)23,948,831 MMV Class A ordinary shares issued tocertain former shareholders of Legacy MMV pursuant to the M
226、ergerAgreement in connection with the Business Combination for the cancellation ofordinary shares of Legacy MMV previously held by such shareholders.Terms of the OfferingThe Selling Securityholders will determine when and how they will dispose ofthe ordinary shares and warrants registered under this
227、 prospectus for resale.Shares outstanding prior to the OfferingAs of February 6,2023,we had 33,048,890 ordinary shares issued andoutstanding.Shares outstanding after the Offering36,070,134 ordinary shares(assuming the exercise for cash of all warrantsbeing registered).Use of proceedsWe will not rece
228、ive any of the proceeds from the sale of ordinary shares by theSelling Securityholders.We will receive up to an aggregate of approximately$34,744,306 from the exercise of all Warrants,assuming the exercise in full ofall of the Warrants for cash.The exercise price of the Warrants is$11.50 pershare an
229、d the closing price of our Ordinary Shares on the Nasdaq on February3,2022 was$2.11 per ordinary share.The likelihood that warrant holders willexercise the Warrants and any cash proceeds that we would receive isdependent upon the market price of our Class A Ordinary Shares.If the marketprice for our
230、 Class A Ordinary Shares is less than$11.50 per share,we believewarrant holders will be unlikely to exercise their Warrants.We expect to useany net proceeds from the exercise of the Warrants for general corporatepurposes.See the section titled“Use of Proceeds”appearing elsewhere in thisprospectus fo
231、r more information.Nasdaq ticker symbolOur ordinary shares and warrants are listed on Nasdaq under the symbols“MMV”and“MMVWW.”10 RISK FACTORS An investment in our securities involves a high degree of risk.You should carefully consider the risks described below before making an investmentdecision.Our
232、 business,prospects,financial condition,or operating results could be harmed by any of these risks,as well as other risks not known to us orthat we consider immaterial as of the date of this prospectus.The trading price of our securities could decline due to any of these risks,and,as a result,you ma
233、y lose all or part of your investment.Unless the context otherwise requires,references in this section to“we,”“us,”“our”and the“Company”refer to MultiMetaVerse Holdings Limitedand its subsidiaries following the Business Combination,or to Legacy MMV or MPAC prior to the Business Combination,as the ca
234、se may be.Risks Related to MMVs Business and Industry MMVs limited operating history makes it difficult to predict its future prospects,business and financial performance.MMV,a BVI holding company,was established in 2021 for restructuring purposes in relation to the Business Combination,and Shanghai
235、 Jupitercontrolled by MMV through contractual arrangements,which holds the proprietary brand Aotu World,was established in 2015.MMVs short operatinghistory may not serve as an adequate basis for evaluating its prospects and future operating results,including MMVs key operating data,net revenue,cash
236、flows and operating margins.In addition,the animation and gaming industry in China and in the global market is volatile and will continue toevolve.As a result,you may not be able to discern the market dynamics that MMV is subject to and assess MMVs business prospects.MMV has encountered,and may cont
237、inue to encounter,risks,challenges and uncertainties frequently experienced by companies at an early stage,including those relating to MMVs ability to adapt to the industry,to maintain and monetize MMVs user base and to introduce new content includinganimation,games and other entertainment genres un
238、der various proprietary brands.If MMV is unable to successfully address these risks anduncertainties,its business,financial condition,and results of operations could be materially and adversely affected.Furthermore,MMVs primary business operation is limited to the PRC market.While expanding business
239、 operation into the global markets by wayof product publication or M&A is a key part of its business development strategy,MMV has no actual business experience operating in the globalmarkets.MMVs limited operating experience in the PRC may not be compatible or translate well to the global markets,an
240、d it may encountercommercial,cultural and regulatory risks,uncertainties it had never encountered before.These risks and uncertainties due to MMVs limited operationhistory may adversely affect its business operation and financial performance.MMV operates in a highly competitive market,and may not be
241、 able to compete effectively which could have a material adverse effect on MMVsbusiness,financial condition and results of operations.MMV faces significant competition from other animation and gaming companies and other players in the online entertainment market.Some ofMMVs competitors,including bot
242、h global and PRC market participants,have a longer operating history,a lager user base,or greater financial resourcesthan MMV does.MMVs competitors may compete with MMV in a variety of ways,including attracting the same target users and UGC creators,producesimilar styled animations and games,conduct
243、ing brand promotions and other marketing activities,and making investments in and acquisitions of MMVsbusiness partners.In addition,MMV faces competition for leisure time,attention and discretionary spending of its players.Other forms of entertainment,such as offline,traditional online,personal comp
244、uter and console games,television,movies,sports and the internet,together represent much larger ormore well-established markets and may be perceived by MMVs players to offer greater variety,affordability,interactivity and enjoyment.Consumertastes and preferences for leisure time activities are also
245、subject to sudden or unpredictable change on account of new innovations,developments orproduct launches.If any of MMVs competitors achieves greater market acceptance than MMV does or is able to offer more attractive content,or thatMMVs consumers do not find MMVs games to be compelling or if other ex
246、isting or new leisure time activities are perceived by MMVs players to offergreater variety,affordability,interactivity and overall enjoyment,MMVs user base and MMVs market share may decrease,which may materially andadversely affect MMVs business,financial condition,and results of operations.11 MMV
247、operates in a new and rapidly changing industry,which presents significant uncertainty and business risks and makes it difficult to evaluateMMVs business and prospects.MMVs ability to generate revenue could suffer if the PRC gaming market does not develop as anticipated.The online gaming and interac
248、tive entertainment industries are relatively new and continue to evolve.Whether these industries grow and whetherMMVs online business will ultimately succeed,will be affected by,among other things,developments in social networks,mobile platforms,legal andregulatory developments(such as the passage o
249、f new laws or regulations or the extension of existing laws or regulations to online gaming and relatedactivities),taxation of gaming activities,data and information privacy and payment processing laws and regulations,and other actors that MMV is unableto predict and which are beyond MMVs control.Gi
250、ven the dynamic evolution of these industries,it can be difficult to plan strategically,including as itrelates to product launches in new or existing jurisdictions that may be delayed or denied,and it is possible that competitors will be more successful thanMMV is at adapting to change and pursuing
251、business opportunities.Additionally,as the online gaming industry advances,including with respect toregulation in new and existing jurisdictions,MMV may become subject to additional compliance-related costs,including as it relates to licensing andtaxes.Consequently,MMV cannot provide assurance that
252、MMVs online and interactive offerings will grow at the rates expected,or be successful in thelong term.If MMVs products do not obtain popularity or maintain popularity,or if they fail to grow in a manner that meets its expectations,or if MMVcannot offer MMVs product offerings in particular jurisdict
253、ions that may be material to MMVs business,results of operations and financial conditioncould be harmed.In addition,the growth of the online gaming industry in China and the level of demand and market acceptance of MMVs games are subject to a highdegree of uncertainty.MMVs ability to formulate and e
254、xecute publishing,distribution and marketing strategies will be significantly affected by MMVsability to anticipate and adapt to relatively rapid changes in the tastes and preferences of MMVs current and potential users.New and different types ofentertainment may increase in popularity at the expens
255、e of online games.As Chinas market for online games has evolved rapidly in recent years,it is extremely difficult to accurately predict user acceptance and demand forMMVs existing and potential new games,and the future size,composition and growth of this market.Given the limited history and rapidly
256、evolvingnature of the market for online games,MMV cannot predict how much its users will be willing to spend on in-game purchases or whether users will haveconcerns over security,reliability,cost and quality of service associated with online games.If acceptance of MMVs games is different than antici
257、pated,MMVs ability to maintain or increase MMVs revenues and profits could be materially and adversely affected.MMVs business depends on its ability to offer high-quality content that meets user preferences and demands.MMVs success depends on its ability to offer high-quality content focused on amin
258、ation and games.The breadth,depth,and quality of its content arefundamental in maintaining the attractiveness and value to its users.MMV relies on its experience from past and current operations to offer,manage,andrefine its high-quality content,which may not be effective as user preferences and mar
259、ket trends change.If MMV is unable to expand into new highquality content by diversifying its products under its Aotu World brand as well as developing new proprietary brand to diversify its animation or gamingproduct pipeline,its ability to keep content offerings comprehensive and up-to-date may be
260、 adversely affected.The quality of its content may becompromised if MMV is not able to continue to maintain in-depth and meaningful engagement of its user group.If MMV is unable to keep up withevolving user preferences,it may experience a decline in the attractiveness of its products to its user bas
261、e.User generated content,or UGCs,and professional generated user content,or PUGCs,are critical to MMVs content offering.MMV encourages andsupports UGC and PUGC creators in providing content to sustain its popularity among users and as an effective for product development inspiration.MMV also provide
262、s continuous support to UGC creators to encourage ongoing and future creation.Any failure in encouraging,supporting,andincentivizing UGC creators may materially and adversely affect the breadth,depth,and quality of its content offerings.12 MMV,in part,relies on the engagement of PUGC creators for br
263、and and product development.If MMV determines that the PUGC creators and theirconcepts or developing products have commercial potential,MMV may formally engage these PUGC creators to establish the contractual basis for theircommercial cooperation.However,MMV cannot assure you that it may reach an ag
264、reement with the PUGC creators to develop the product candidate.IfMMV is unable to reach an agreement with the PUGC creators,its content offerings,product development and pipeline may be adversely affected.Furthermore,even if MMV is able to reach an agreement with the PUGC creators,MMV cannot assure
265、 you that the commercial terms of the agreementwill be favorable to MMV or that the product under the cooperation agreement will ultimately be developed or achieve favorable financial results forMMV.If MMV is unable to continue to offer high-quality content and enhance its content offerings,the repu
266、tation and attractiveness of its brand could becompromised,and it may experience a decline in its user base,which could materially and adversely affect its business and results of operations.MMV may not be able to duplicate the success of Aotu World brand by successfully creating new original animat
267、ions and proprietary brands.MMVs current pipeline of products,including animation series and mobile games,still mostly relies on the Aotu World brand.For a game to remainpopular and to retain players,MMV must constantly enhance,expand and upgrade the game with new features,offers,and content that pl
268、ayers findattractive.As a result,each of MMVs games require significant product development,marketing and other resources to develop,launch and sustainpopularity through regular upgrades,expansions and new content.While MMV strives to diversify its product portfolio by developing additionalproprieta
269、ry animation and gaming brands,it cannot assure you that it will be successful in developing such brands or that the new brands developed willbe popular among the consumers and users or achieve commercial success.If MMV is unable to develop any additional brands or enjoy commercialsuccess for the ne
270、w brands,or if MMV is unable to develop commercially viable mobile games under these brands,which MMV consider as its primarymethod of revenue generation,its business,financial condition,and results of operations may be materially and adversely affected.The success of MMVs business depends on the qu
271、ality of MMVs strategy and MMVs ability to execute on it.MMVs business strategy makes a number of assumptions about the current and future state of the industry that MMV operates in,including but notlimited to environmental factors such as the current and future state of the markets and economies th
272、at MMV operates in,the current and expected futureactions of governments in China and around the world,the current and future capacity and effectiveness of MMVs competitors,and the current andfuture desires and wants and means of MMVs users.MMVs strategy also makes assumptions about the current and
273、future state of MMVs own business,including its capacity and effectiveness and its ability to respond to all of the aforementioned environmental factors,amongst others.All of theseassumptions are informed by data and information that is publicly available and which MMV gathers for itself and by its
274、ability to process and understandsuch data and information.Any or all of MMVs assumptions may prove to be faulty and/or our data and/or information may be inaccurate or incomplete,in which case our strategy may prove to be incorrect or inadequate for the demands of our industry.Even if MMVs strategy
275、 is a good one,MMV cannotbe certain that its business is equipped to execute the plans and actions that might be necessary to achieve success.If any of MMVs assumptions areincorrect and/or its strategy is poor and/or MMV is unable to execute on its strategy then its business,financial condition,resu
276、lts of operations,prospectsand cash flows might be negatively impacted.13 Damage to MMVs brand and reputation could materially and adversely affect MMVs business,financial condition and results of operations.The growth of MMVs business partially depends on the recognition of MMVs brand and reputatio
277、n.MMV believes that the recognition and success of MMVs brand rely on the devotion and sentiment of MMVs followers,users and businesspartners,which has contributed to managing MMVs user acquisition costs and contributed to the growth of MMVs business.Maintaining,protecting and enhancing MMVs brand a
278、nd reputation,in particular its proprietary Aotu World brand,depends largely on severalfactors including,but not limited to,MMVs ability to:strengthen its proprietary brand,Aotu World and develop new animation and games under the brand;develop additional attractive proprietary brands for animation a
279、nd game development;maintain relationships with business partners;comply with relevant laws and regulations;compete effectively against existing and future competitors;preserve MMVs reputation and goodwill generally;develop and maintain positive perception and brand recognition;provide high-quality
280、and entertaining content;maintain brand recognition,provide satisfactory services;maintain trust and credibility that MMV has established;and attract users and UGC creators to maintain MMVs UGC-enabled approach.It is possible also that MMVs brand and reputation may also be adversely affected by the
281、UGC created by its UGC creators which may be perceivedas inappropriate,hostile,or illegal,or by information that is perceived as misleading.MMV may fail to identify and respond to such objectionable contentor user activity,or otherwise address user concerns in a timely manner,which could erode the t
282、rust in MMVs brand and damage its reputation.Anygovernmental or regulatory inquiry,investigation,or action based on the objectionable content or user activity in MMVs user base,MMVs businesspractices,or failure to comply with laws and regulations,could damage MMVs brand and reputation,regardless of
283、the outcome.To maintain a balance between user experience and realizing the commercial potential of its operation is very important.Current users may findMMVs commercial efforts counter-productive to their overall content experience.If MMV fails to balance user experience as MMV further enhances the
284、monetization of its brand and products,MMVs brand and reputation may be adversely affected.MMV has experienced,and may continue to experience,governmental,regulatory,investor,media,and other third-party scrutiny of MMVscommunity,content,copyright,data privacy,or other business practices.Actions of M
285、MVs employees,users,or business partners,or other issues,mayalso harm MMVs brand and reputation.There is no assurance that MMV can maintain its brand name,reputation,and ability to produce high-quality content.If MMV fails to promote andmaintain its brand or preserve MMVs reputation,or if MMV incurs
286、 excessive expenses in this effort,MMVs business,financial condition,and results ofoperations could be materially and adversely affected.14 Any failure by MMV to attract and sustain its target audience and maintain an engaged user base could materially and adversely affect MMVs longterm growth and f
287、uture financial performance.MMVs success and continued growth is driven by its highly engaged user base.MMV,and in particular the products under its Aotu World brand,hasexperienced support from its users since its market introduction.MMVs users and fans support and also participate and contribute to
288、 the development ofthe Aotu World brand by generating a large volume of UGC.MMV retains users and attracts new users with its high-quality and entertaining content,andany failure by MMV to attract,maintain and engage its user base may affect the quality and quantity of UGC.MMV cannot assure you that
289、 it will sustainor continue to attract users in this age group as this generation of users matures and the consumer demand preference changes over time.MMV also deploys specific strategies to encourage and promote UGC in order to elevate user participation to strengthen the user base.If MMVexperienc
290、es a decline in the depth,breadth,quantity or quality of MMVs content,or MMVs strategies and user growth efforts turn out to be ineffective,MMV may not be able to attract more users effectively or may experience a decline in MMVs user base.Currently,MMV primarily relies on and benefitsfrom the user
291、base it has accumulated.If MMV fails to attract,sustain and engage its user base,it could result in a reduction of purchase of MMVsmerchandise and in-game items,result in high customer acquisition cost,and other results which could materially and adversely affect MMVs business,financial condition an
292、d results of operations.MMV utilizes a free-to-play business model,which depends on players making optional in-game purchases for virtual items,and failure to monetizeeffectively through such revenue model may adversely affect MMVs business.MMVs games are available to players free of charge,and MMV
293、generates almost all of its gaming related revenues from voluntary in-gamepurchases made by players.Free-to-play model helps to attract wider range of audience and increase the potential paying users by lowering the initial costto zero.Paying users usually spend money in MMVs games because of the pe
294、rceived value of the virtual items that MMV offers for purchase.Theperceived value of these virtual items can be impacted by various actions that MMV takes in the games,such as offering discounts,giving away virtualitems in promotions or providing easier non-paid means to secure such virtual items.F
295、urthermore,MMV has established game policies against unauthorized and inappropriate user behavior.For example,MMV does not allow gamersto sell or transfer virtual items or to exchange virtual items for any real-world asset.Virtual items offered in MMVs games have no monetary valueoutside of its game
296、s.Nonetheless,some of MMVs users or third parties sell or purchase MMVs virtual items through unauthorized third parties inexchange for real money or other real-world assets.MMV generates no revenue from these unauthorized transactions and does not permit,or facilitate,these unauthorized transaction
297、s.Notwithstanding MMVs measures and efforts to deter such behavior,MMV does not have effective controls over theseunauthorized transactions.Any such unauthorized purchase and sale could impede MMVs revenue and profit growth by reducing revenue fromauthorized transactions,creating downward pressure o
298、n the prices MMV charges for its virtual items,and increasing MMVs costs associated withdeveloping technological measures to curtail unauthorized transactions and responding to dissatisfied gamers.If MMV fails to manage its game economies properly,players may be less likely to spend money in the gam
299、es,which could have a material adverseeffect on MMVs business,financial condition and results of operations.MMVs new games may attract players away from MMVs existing games,which may have a material adverse effect on our business,financialconditions,results of operations and prospects.MMVs new games
300、 may attract players away from MMVs existing games and shrink the player base of MMVs existing games,which could in turnmake those existing games less attractive to other players,resulting in decreased revenue from MMVs existing games.Players of MMVs existing gamesmay also spend less money purchasin
301、g virtual items in MMVs existing games than they would have spent if they had continued playing MMVs existinggames without the introduction of new games.The occurrence of any of the above may have a material adverse effect on MMVs business,financialcondition,results of operations and prospects.15 MM
302、V may not be successful in developing new games,and if we are unable to effectively control our research and development costs,our results ofoperations may be materially and adversely affected.MMV is currently operating and updating a live mobile game named Aotu World the Game,which was originally d
303、eveloped by a related party,andalso developing new pipeline games internally.MMV cannot assure you that the live game it operates and updates will maintain its commercial value,northe new games it develops will be commercially successful.MMV operates in a market characterized by rapidly developing t
304、echnologies,evolvingindustry standards,frequent new game launches and updates and changing player preferences and demands.MMVs ability to effectively monetizeprimarily depends on its ability to provide its users with game products with the art style,genre and gameplay that they love.Any failure on M
305、MVs partto act effectively in any of these areas may materially and adversely affect our business,financial condition and results of operations.The seasonality of MMVs business could exacerbate negative impacts on MMVs operations.MMVs business is normally subject to seasonal variations based on the
306、timings of animated series and mobile games releases.Release dates can bedetermined by several factors,including timing of vacation and holiday periods and competition in the market.Due to the construct of the user group ofMMVs brands and products,the growth of active users for mobile games tends to
307、 occur during school holidays,especially during the extended summerschool breaks and lunar New Year holiday period.Similarly,spending by MMVs active users for mobile games tends to increase during the same periodsdue to users extended gameplay time.These seasonal fluctuations tend to be consistent f
308、rom year to year,but it affects MMVs quarterly performance.Also,revenues in MMVs merchandise products business are influenced by both seasonal consumers purchasing behavior and the timing of animatedseries releases.Accordingly,if a short-term negative impact on MMVs business occurs during a time of
309、high seasonal demand,the effect could have adisproportionate effect on MMVs results for the year.MMVs monetization scheme and lack of product diversification may not be able to sustain its business operation,monetization plan and futuregrowth.MMV generates a substantial portion of its revenue from i
310、ts mobile game and merchandise sales.In 2020 and 2021 and the six months ended June30,2022,revenue from online mobile game and merchandise sales in total accounted for 77.4%,61.7%and 47.9%of MMVs revenue,respectively.Atthe current time,the games and merchandises marketed by MMV as well as the animat
311、ion series and UGC are under its proprietary Aotu World brand.The monetization of this proprietary brand through mobile games and merchandise sales is only at the early stages.While the Aotu World brand is popularamong its target audience and user group,the brand users may not respond to MMVs furthe
312、r monetization of the brand with the same level of support,and may not increase their spending for expenditures related to gameplay or purchase additional brand merchandises.Therefore,MMV cannot assure youthat the revenue generated under this single brand is sufficient to sustain its business operat
313、ion,monetization,and future growth.MMV relies on certain third-party service providers to provide services that are critical to MMVs business,which exposes MMV to various risks thatmay materially and adversely affect MMVs reputation,business,financial condition and results of operations.MMV currentl
314、y uses numerous third-party suppliers and service providers to provide services that are critical to MMVs businesses.MMV haveengaged third-party or related service providers to provide online payment for gameplay and merchandise purchase,content distribution,data support,cybersecurity and maintenanc
315、e services and other services.MMV has limited control over the operations of such third-parties and any significantinterruption in their operations may have an adverse impact on MMVs operations.16 For example,MMV relies on certain third parties to broadcast its animation series and distribute its mo
316、bile games,any interruption or deterioration ofbusiness relationship with these distributors may materially affect MMVs business operation and financial results.This is significant as MMV relies onits animation series to promote its brand.In addition to television broadcastings,MMV broadcasts its an
317、imation series on various video platforms,andMMV continues to rely on these video platforms to promote its brand.In January and November 2019,and January 2022,MMV signed onlinebroadcasting agreements with an affiliate of Bilibili Inc.for Bilibilis exclusive online broadcasting of MMVs Aotu World the
318、 Animation in the PRC.While MMV believes this exclusive strategic cooperation with Bilibili Inc.will enhance its brand reputation,MMV cannot assure you that this exclusiveright will benefit its brand and sufficient to promote its brand in the long term.If this arrangement with Bilibili Inc.is unable
319、 to maintain or achievegreater viewership results,MMVs brand may be affected.In addition,the damages in reputation or otherwise of MMVs animation series may also affectthe commercial appeal and financial results for other entertainment genres,such as its mobile game,under the same brand.Furthermore,
320、MMV generates a substantial portion of its revenue from the operation of its mobile game,and relies on certain application stores andother gaming platforms to promote and market its mobile games to its users.If MMVs relationship with these application stores or gaming platformsdeteriorates or is int
321、errupted for any reason,these platforms may suspend or terminate their services to MMV.If such event occurs,MMVs users may nothave access or find an alternative method to access MMVs mobile games,which may adversely affect MMVs operation and financial results.In additionto providing hosting service
322、to MMVs mobile games,some of these application stores and gaming platforms may collect payments from users for certainin-game purchases.These application stores and gaming platforms revert the scheduled payments to MMV periodically.However,these application storesand gaming platforms,for any reason,
323、may fail to provide payment to MMV or fail to do so in a timely manner.If such event occurs,MMVs businessoperation,financial results,and in particular,its cash flow may be adversely affected.If any third-party service provider breaches its obligations under the contractual arrangements to provide re
324、levant service to MMV,or revert paymentto MMV for products provided and services rendered,or refuses to renew these service agreements on terms acceptable to MMV,MMV may not be ableto find a suitable alternative service provider.Similarly,any failure of or significant quality deterioration in such s
325、ervice providers service platform orsystem could materially and adversely affect MMVs reputation,business,financial condition and results of operations.MMV relies on third-party platforms to distribute MMVs games and collect revenues generated on such platforms,any interruption of theseplatforms may
326、 cause adverse effect on MMVs business.MMV distributes its mobile games through the Apple App Store and various channels,including Android-based app stores and platforms,and itsgross revenue generated from players is subject to revenue sharing to distribution channels and service fees to payment pro
327、viders.Consequently,MMVsprospects and expansion depend on MMVs continued relationships with these providers,and any other emerging platform providers that are widelyadopted by our target players.MMV and MMVs distributors are subject to the standard terms and conditions of these platform providers fo
328、r applicationdevelopers,which govern the content,promotion,distribution,operation of games and other applications on their platforms,as well as the terms of thepayment processing services provided by the platforms,and which the platform providers can change unilaterally with little or no notice.MMVs
329、 businesswould be harmed if:the platform providers discontinue or limit MMV or MMVs distributors access to their platforms;governments or private parties,such as internet providers,impose bandwidth restrictions or increase charges or restrict or prohibit access to thoseplatforms;the platforms increa
330、se the fees they charge MMV or MMVs distributors;the platforms modify their algorithms,communication channels available to developers,respective terms of service or other policies;the platforms decline in popularity;the platforms adopt changes or updates to their technology that impede integration w
331、ith other software systems or otherwise require MMV tomodify MMVs technology or update MMVs games in order to ensure players can continue to access MMVs games and content with ease;17 the platforms elect or are required to change how they label free-to-play games or take payment for in-game purchase
332、s;the platforms block or limit access to the genres of games that MMV or MMVs distributors provide in any jurisdiction;the platforms impose restrictions or spending caps or make it more difficult for players to make in-game purchases of virtual items;the platforms change how the personal information
333、 of players is made available to developers or develop or expand their own competitiveofferings;or MMV or MMVs distributors are unable to comply with the platform providers terms of service.If MMVs platform providers do not perform their obligations in accordance with MMV platform agreements,MMV could be adversely impacted.In addition,if MMV does not adhere to the terms and conditions of its platf