UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE
ACT OF 1934
For
the month of November 2025
Commission File Number: 001-38208
Metalpha
Technology Holding Limited
Suite 5506-07, Central
Plaza
18 Harbour Road, Wan Chai,
Hong Kong, China
(Address of Principal Executive
Offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Metalpha Announces
Change to Board and Committee Composition
Metalpha
Technology Holding Limited (Nasdaq: MATH) (the “Company” or “Metalpha”), a global
leading provider of blockchain and trading technology solutions, today announced the resignation of Mr. Kim Fung Lai as a member of the
Company’s board of directors (the “Board”), a member of the Compensation Committee of the Board and a
member of the Nominating and Corporate Governance Committee of the Board, effective on October 31, 2025. Mr. Lai’s resignation was
for personal reasons and was not due to any disagreement with the Board, the Company or any of its affiliates on any matter relating to
the Company’s operations, policies or practices. The Company would like to take this opportunity to express its appreciation to
Mr. Lai for his service to Metalpha in the past years.
The
Board, following a favorable report from the Nominating and Corporate Governance Committee, unanimously adopted the following
resolutions in relation to its Board of Directors and its Committees:
| ● | To
accept the voluntary resignation presented by Mr. Kim Fung Lai from his position as a member
of the Board, effective on October 31, 2025, thereby resigning as a member of the Compensation
Committee of the Board and a member of the Nominating and Corporate Governance Committee
of the Board. |
| | | |
| ● | In
order to fill the vacancy described above, and at the proposal of the Nominating and Corporate
Governance Committee of the Board, to appoint Mr. Kiyohiro Kawayanagi as a member
of the Compensation Committee of the Board. The Company has determined that Mr. Kiyohiro
Kawayanagi satisfies the “independence” requirements of Section 5605(c)(2) of
the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act. |
| | | |
| ● | In
order to fill the vacancy described above, to appoint Ms. Jingxin Tian as a member
of Nominating and Corporate Governance Committee of the Board. The Company has determined
that Ms. Jingxin Tian satisfies the “independence” requirements of Section 5605(c)(2)
of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act. |
Following
the changes noted above, the composition of the Board’s committees is as follows:
Our
Audit Committee consists of Mr. Sen Lin, Mr. Kiyohiro Kawayanagi and Ms. Jingxin Tian. Mr. Sen Lin is the chairperson of our Audit
Committee.
Our
Compensation Committee consists of Mr. Sen Lin, Mr. Kiyohiro Kawayanagi and Ms. Jingxin Tian. Mr. Sen Lin is the chairperson of our Compensation
Committee.
Our
Nominating and Corporate Governance Committee consists of Mr. Sen Lin, Mr. Kiyohiro Kawayanagi and Ms. Jingxin Tian. Mr. Kiyohiro Kawayanagi
is the chairperson of our Nominating and Corporate Governance Committee.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
Metalpha Technology Holding Limited |
| |
|
|
| |
By: |
/s/ Bingzhong Wang |
| |
Name: |
Bingzhong Wang |
| |
Title: |
Chief Executive Officer and Chairman of the Board of Directors |
Date: November 4, 2025
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