Metalpha Technology Holding Ltd (MATH) granted 5,000 restricted share units (RSUs) to Xiaosi Zhang, its Chief Operating Officer, on September 28, 2026. Each RSU represents a contingent right to receive one ordinary share, without additional consideration paid by Zhang. The RSUs vest in four equal installments on the day following each anniversary of the grant date, beginning September 29, 2027, and vest in full on September 29, 2030, subject to his continued service.
Metalpha Technology Holding Ltd granted Chief Financial Officer and director Pengyuan Fan 5,000 restricted share units (RSUs) on September 28, 2026. 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, beginning September 29, 2027 and vesting in full on September 29, 2030, subject to Fan's continued service.
Metalpha Technology Holding Ltd CEO Bingzhong Wang was granted 1,000,000 restricted share units (RSUs) directly on September 28, 2026, and 727,000 RSUs were granted to the CEO’s spouse. Each RSU represents a contingent right to receive one Ordinary Share. Both awards vest in four equal installments on the day following each anniversary, beginning September 29, 2027, and vest in full on September 29, 2030, subject to the respective recipient’s continued service. Wang disclaims beneficial ownership of the spouse’s RSUs except to the extent of his pecuniary interest.
Metalpha Technology Holding Ltd CEO Bingzhong Wang received 259,750 ordinary shares on July 1, 2026, when the first of four equal annual installments of his 1,039,000 restricted share units vested. His spouse separately received 125,000 ordinary shares when the first of four equal annual installments of 500,000 RSUs granted to the spouse vested.
After the vesting, Wang held 2,590,180 ordinary shares directly and 779,250 unvested RSUs; his spouse held 125,000 ordinary shares directly and 375,000 unvested RSUs. MetaSphere Limited, an entity wholly owned by Wang's spouse, held 3,049,912 ordinary shares of record; Wang disclaims beneficial ownership except to the extent of his pecuniary interest.
Metalpha Technology Holding Ltd Chief Financial Officer and director Pengyuan Fan received 3,750 Ordinary Shares when the first of four equal annual installments of 15,000 restricted share units vested on July 1, 2026. The remaining 11,250 RSUs are scheduled to vest in three equal annual installments on July 1, 2027, July 1, 2028 and July 1, 2029, subject to continued service. Following the transaction, Fan held 6,250 Ordinary Shares.
Metalpha Technology Holding Ltd (MATH) approved an amendment and restatement of its 2024 Share Incentive Plan that raises the maximum aggregate number of ordinary shares issuable under all awards from 2,000,000 to 5,000,000. The plan became effective on October 12, 2024, and the board approved the amendment on September 28, 2026, following a recommendation from the compensation committee. Other plan terms remain unchanged.
The report is incorporated by reference into the company’s Form S-8 and F-3 registration statements from the date it was furnished.
Metalpha Technology Holding Limited (MATH) is registering up to 15,453,364 Ordinary Shares for resale on Form F-3, all to be offered from time to time by existing selling securityholders. The shares comprise 3,908,700 shares issued under October 30, 2025 Subscription Agreements, 6,924,664 previously issued shares, and 4,620,000 shares issuable upon exercise of outstanding warrants.
The company is not selling any shares in this registration and will receive no proceeds from resales, though it would receive cash only if the registered warrants are exercised. Ordinary Shares trade on Nasdaq under “MATH,” with a US$1.01 closing price on September 14, 2026.
Metalpha is a Cayman Islands holding company whose digital asset services and licensed Hong Kong securities activities are conducted through subsidiaries in the British Virgin Islands, Panama and Hong Kong. The filing highlights risks from potential PRC long-arm regulation, possible trading prohibitions under the HFCAA, the intention to retain earnings with no foreseeable dividends, and a BTC allocation plan of up to 20% of annual net profit.
Metalpha Technology Holding Limited (MATH) has filed Amendment No. 1 to a Form F-3 to register for resale up to 15,453,364 Ordinary Shares for existing investors, not for a primary capital raise. These shares comprise Ordinary Shares issued under subscription agreements and equity incentives, plus 4,620,000 Ordinary Shares issuable upon exercise of outstanding warrants. Metalpha will not sell shares in this offering and will receive no proceeds from resales, other than any cash warrant exercise prices. Ordinary Shares trade on Nasdaq under “MATH” and closed at US$0.745 on August 20, 2026; shares outstanding were 47,113,236 as of May 31, 2026.
The Cayman holding company operates digital asset services through subsidiaries in the British Virgin Islands, Panama and Hong Kong, generating digital asset services income of $16.8 million, $41.5 million and $37.1 million in the fiscal years ended March 31, 2024, 2025 and 2026. In February 2026, the board adopted a BTC allocation plan of up to 20% of annual net profit; for fiscal 2026, the quota is about US$0.26 million, and an initial notional BTC investment of US$1 million was executed at an average price of US$54,000 per Bitcoin via an Accumulator structure. The company highlights legal and operational risks tied to potential long-arm application of PRC laws to its Hong Kong operations and notes it currently sees no PRC approval requirement for its Nasdaq listing or this offering.
Metalpha Technology Holding Limited reported audited results for the fiscal year ended March 31, 2026. Revenue was $37.1 million and the company maintained continuous profitability. Total assets nearly doubled to $485.6 million, reflecting increased scale and liquidity in a volatile digital-asset market.
Management attributed performance to diversified structured derivative solutions and rigorous hedging and liquidity strategies designed to manage risk while delivering stable, risk-adjusted solutions for clients. Metalpha also highlighted investments in top talent and compliance infrastructure to support its principal-based proprietary trading model and long-term growth in blockchain and digital-asset services.