| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Metalpha Technology Holding Ltd [ MATH ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 1,895,910 | D | |
| Ordinary Shares | 3,049,912 | I | By Spouse's Entity(1) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrant | (2) | 07/25/2027 | Ordinary Shares | 1,200,000 | $1 | D | |
| Restricted Share Units | (3) | 12/01/2038 | Ordinary Shares | 375,000 | $0.00 | D | |
| Restricted Share Units | (4) | 07/01/2039 | Ordinary Shares | 1,039,000 | $0.00 | D | |
| Restricted Share Units | (5) | 07/01/2039 | Ordinary Shares | 500,000 | $0.00 | I | By Spouse(5) |
| Explanation of Responses: |
| 1. The shares are held of record by MetaSphere Limited, an entity wholly owned by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 2. The warrants became fully exercisable following the satisfaction of exercise conditions that are tied to certain performance targets of the Issuer. |
| 3. Represents the unvested portion of an original grant of 500,000 restricted share units ("RSUs"). Each RSU represents a contingent right to receive one Ordinary Share. 125,000 RSUs vested on December 1, 2025. The remaining 375,000 RSUs vest in three equal annual installments on each anniversary of December 1, 2025, subject to the Reporting Person's continued service to the Issuer. |
| 4. Represents an original grant of 1,039,000 RSUs on June 30, 2025. Each RSU represents a contingent right to receive one Ordinary Share. The RSUs vest in four equal installments on the day following each anniversary of the grant date, commencing on July 1, 2026, subject to the Reporting Person's continued service to the Issuer. |
| 5. Represents 500,000 RSUs granted to the Reporting Person's spouse on June 30, 2025. The RSUs vest in four equal installments on the day following each anniversary of the grant date, commencing on July 1, 2026, subject to the continued service of the Reporting Person's spouse to the Issuer. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney. |
| /s/ Xiaosi Zhang, as Attorney-in-Fact for Bingzhong Wang | 03/31/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||