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 October 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 ☐
ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS
On October 30, 2025,
Metalpha Technology Holding Limited (the “Company” or “Metalpha”) entered into Subscription Agreements (the “Subscription
Agreements”) for a private placement (the “Private Placement”) with Gortune International Investment Limited Partnership
and Avenir Tech Limited (together, the “Purchasers”).
Pursuant to the Subscription
Agreements, the Company agreed to issue and sell an aggregate of 3,908,700 ordinary shares of the Company (the “Ordinary Shares”)
to the Purchasers for an aggregate purchase price of approximately US$12 million. The purchase price per share is equal to the lower of
(i) $3.07 or (ii) the 10-Day VWAP (defined as below), “10-Day VWAP” means the volume weighted average price of the Ordinary
Shares traded on the Nasdaq Capital Market for the full ten (10) trading days immediately preceding the date of the Subscription Agreements.
The Private Placement was conducted pursuant to Regulation S under the Securities Act of 1933, as amended.
Metalpha intends to use
the net proceeds from the Private Placement for accelerating the Company’s business development initiatives, including expansion
of its blockchain trading services, investments in innovative digital asset technologies, and for general working capital purposes.
In connection with the
Private Placement, the Company agreed to, upon request of each Purchaser, use its commercially reasonable efforts to prepare and file
a registration statement on Form F-3 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the
“SEC”) registering the resale of the Ordinary Shares. The Company is obligated to file the Registration Statement within 30
days after the final closing date, and in any event no earlier than November 1, 2025.
The foregoing description
of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the documents,
which is filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 6-K and is incorporated by reference herein.
On the same date, the
Company also issued a press release regarding the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 6-K.
INCORPORATION BY REFERENCE
This current report on
Form 6-K shall be deemed to be incorporated by reference into the Company’s registration statements on Form S-8 (File No. 333-255251 and
File No. 333-283335) and
to be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently
filed or furnished.
EXHIBITS
| Exhibit No. |
|
Description |
| 10.1* |
|
Subscription Agreement between Metalpha Technology Holding Limited and Gortune International Investment Limited Partnership, dated October 30, 2025 |
| 10.2* |
|
Subscription Agreement between Metalpha Technology Holding Limited and Avenir Tech Limite, dated October 30, 2025 |
| 99.1 |
|
Press Release, dated October 30, 2025 |
| * | Schedules and exhibits have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
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: October 30, 2025
