Antalpha to Hold Extraordinary General Meeting on July 21, 2025

Rhea-AI Summary

Antalpha Platform Holding Company (NASDAQ: ANTA) has announced an extraordinary general meeting (EGM) scheduled for July 21, 2025, in Hong Kong. The meeting will address several significant proposals: 1) Increasing authorized share capital from 50M to 62.5M shares, 2) Re-designating shares into Class A (59.375M shares, 1 vote each) and Class B (3.125M shares, 20 votes each) categories, 3) Amending company's memorandum and articles of association, 4) Granting the CEO awards of up to 1.5M Class B shares tied to market cap milestones ($1B and $2B), and 5) Adopting a treasury management plan for digital gold acquisition. The record date is set for June 20, 2025.

Positive

• Creation of dual-class share structure could provide management with stronger control for long-term decision making
• Share incentive plan for CEO ties compensation directly to company performance and market cap milestones
• Increased authorized share capital provides flexibility for future growth and financing
• Implementation of treasury management plan for digital gold acquisition could enhance company's asset portfolio

Negative

• Dual-class share structure with 20:1 voting rights could reduce public shareholders' voting power and influence
• Potential dilution from the 12.5M additional authorized shares
• CEO's Class B shares grant could lead to further voting power concentration

Insights

Corporate Governance Analyst

Antalpha's proposed dual-class share structure would concentrate voting power with management while implementing Bitcoin treasury strategy.

The upcoming EGM represents a significant governance restructuring that would fundamentally alter Antalpha's shareholder dynamics. The proposal to create Class B shares with 20x voting rights compared to Class A shares signals a clear intent to consolidate control with company leadership. This dual-class structure, increasingly common among tech companies, creates a substantial wedge between economic ownership and voting power.

The proposed incentive plan for the Founder further reinforces this concentration of control. The plan would grant options for 1.5 million Class B shares (equivalent to 30 million votes) tied to market capitalization milestones of $1 billion and $2 billion. While performance-based vesting aligns with shareholder value creation, the amplified voting power raises governance concerns.

Perhaps most notable is the treasury management plan authorizing Bitcoin acquisition. This represents a strategic pivot toward holding digital assets on the balance sheet, similar to MicroStrategy's approach. For a company operating in the Bitcoin mining ecosystem, this vertical integration of services and treasury management creates strategic alignment but introduces additional volatility to the company's financial position.

The authorized share capital increase from $50,000 to $62,500 (a 25% increase) potentially enables future capital raises or acquisitions. Overall, these proposals collectively indicate a management team seeking operational flexibility and voting control while pursuing an aggressive Bitcoin-focused growth strategy.

SINGAPORE, June 20, 2025 (GLOBE NEWSWIRE) -- Antalpha Platform Holding Company (NASDAQ: ANTA) (“Antalpha” or the “Company”), a leading fintech platform serving the Bitcoin mining ecosystem, today announced that it will hold an extraordinary general meeting of shareholders (the “EGM”) at 2:00 p.m. (Hong Kong time) on July 21, 2025 at 42nd Floor, Edinburgh Tower, The Landmark, 15 Queen's Road, Central, Hong Kong.

A proposal to increase the Company’s authorized share capital will be submitted to the Company’s shareholders to be considered and voted upon at the EGM. If the proposal is approved by an ordinary resolution of the shareholders, the authorized share capital of the Company will be increased from "US$50,000 divided into 50,000,000 Ordinary Shares of a par value of US$0.001 each" to "US$62,500 divided into 62,500,000 Ordinary Shares of a par value of US$0.001 each" by the creation of an additional 12,500,000 Ordinary Shares of a par value of US$0.001 each to rank pari passu in all respects with the existing shares.

A proposal to re-designate the Company's ordinary shares into Class A Ordinary Shares and Class B Ordinary Shares will be submitted to the Company’s shareholders to be considered and voted upon at the EGM. If the proposal is approved by a special resolution of the shareholders, (a) 59,375,000 authorized Ordinary Shares (including the 23,677,500 issued Ordinary Shares) of a par value of US$0.001 each in the capital of the Company will be re-designated as Class A Ordinary Shares, and (b) 3,125,000 authorized but unissued Ordinary Shares of a par value of US$0.001 each in the capital of the Company will be re-designated as Class B Ordinary Shares (the “Share Re-designation”), such that immediately following the Share Re-designation, the authorized share capital of the Company will be US$62,500 divided into 62,500,000 Ordinary Shares of a par value of US$0.001 each, comprising of (i) 59,375,000 Class A Ordinary Shares (including 23,677,500 issued Class A Ordinary Shares) of a par value of US$0.001 each (the “Class A Ordinary Shares”), and (ii) 3,125,000 Class B Ordinary Shares of a par value of US$0.001 each (the “Class B Ordinary Shares”).

A proposal to amend and restate the Company’s existing memorandum and articles of association to reflect the variation of the Company’s authorized share capital will be submitted to the Company’s shareholders to be considered and voted upon at the EGM. If the proposal is approved by a special resolution of the shareholders, the Company’s Amended and Restated Memorandum of Association and Articles of Association will be amended and restated by their deletion in their entirety and the substitution in their place of the Second Amended and Restated Memorandum of Association and Articles of Association in the form as attached to the EGM notice as Exhibit A (the “Amended M&AA”), and the authorized share capital of the Company will be US$62,500 divided into 62,500,000 Ordinary Shares of a par value of US$0.001 each comprising of (i) 59,375,000 Class A Ordinary Shares of a par value of US$0.001 each, and (ii) 3,125,000 Class B Ordinary Shares of a par value of US$0.001 each, with the rights attaching to such shares as set out in the Amended M&AA, including that each Class A Ordinary Share is entitled to one vote, and is not convertible into Class B Ordinary Share under any circumstances, and each Class B Ordinary Share is entitled to twenty (20) votes, subject to certain conditions, and is convertible into one Class A Ordinary Share at any time by the holder thereof.

A proposal to grant the Chairperson of the board of directors and Chief Executive Officer of the Company (the “Founder”), one or more awards under the Company’s 2024 Share Incentive Plan will be submitted to the Company’s shareholders to be considered and voted upon at the EGM. If the proposal is approved by an ordinary resolution of the shareholders, the Company will be authorized to grant the Founder awards under the Company’s 2024 Share Incentive Plan (as may be amended from time to time), in the form of options, restricted share units or other types, to acquire an aggregate of up to 1,500,000 Class B Ordinary Shares, of which the first 750,000 Class B Ordinary Shares shall vest only upon the Company achieving a market capitalization of at least US$1 billion, and the remaining 750,000 Class B Ordinary Shares shall vest only upon the Company achieving a market capitalization of at least US$2 billion, as an incentive for his continued service and to align his interests with those of the Company and its shareholders.

A proposal for the Company to adopt a treasury management plan will be submitted to the Company’s shareholders to be considered and voted upon at the EGM. If the proposal is approved by an ordinary resolution of the shareholders, the Company will adopt the treasury management plan in the form as attached to the EGM notice as Exhibit B for the purposes of improving the treasury management of the Company, and the Company and its board of directors be authorized to take all actions as may be necessary for the purposes of carrying out such treasury management plan, including issuing ordinary shares or other securities to raise funds to acquire digital gold, or acquiring digital gold through its subsidiaries and/or investees, which may include publicly listed companies, from time to time for purposes of carrying out such treasury management plan.

The Board has fixed the close of business on June 20, 2025 (Eastern Standard Time) as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of, to attend, and to vote at, the EGM or any adjourned or postponed meeting thereof. Holders of record of the Company’s ordinary shares, par value US$0.001 per share, at the close of business on the Record Date are entitled to notice of, and to vote at, the EGM or any adjournment or postponement thereof. The notice of the EGM, which sets forth the resolutions to be submitted to shareholder approval at the meeting and includes the Amended M&AA and treasury management plan as exhibits, is available on the Company’s website at ir.antalpha.com.

About Antalpha

Antalpha is a leading fintech company specializing in providing financing, technology, and risk management solutions to institutions in the digital asset industry. As the primary lending partner of Bitmain, Antalpha offers Bitcoin supply chain and margin loans through the Antalpha Prime technology platform, which allows customers to originate and manage their digital assets loans, as well as monitor collateral positions with near real-time data.

Contacts

Investor Relations: ir@antalpha.com

FAQ

What are the key proposals being voted on at Antalpha's EGM on July 21, 2025?

The key proposals include increasing authorized share capital, creating dual-class shares, amending company bylaws, granting CEO share awards, and adopting a treasury management plan for digital gold acquisition.

How will Antalpha's new dual-class share structure work?

Class A shares will have 1 vote each and Class B shares will have 20 votes each. The company will have 59.375M Class A shares and 3.125M Class B shares authorized.

What are the conditions for the CEO's share incentive plan at Antalpha (ANTA)?

The CEO can receive up to 1.5M Class B shares, with 750,000 shares vesting at $1B market cap and another 750,000 at $2B market cap.

When is the record date for Antalpha's extraordinary general meeting?

The record date is set for June 20, 2025 (Eastern Standard Time) close of business.

What is the purpose of Antalpha's treasury management plan?

The plan aims to improve treasury management by allowing the company to raise funds and acquire digital gold through its subsidiaries and investees.