Metalpha CEO receives 434,520-share in-kind distribution

Metalpha Technology Holding Ltd director and CEO Wang Bingzhong reported an internal share restructuring.

Rhea-AI Filing Summary

Metalpha Technology Holding Ltd director and CEO Wang Bingzhong reported an internal share restructuring. On May 12, 2026, he received 434,520 Ordinary Shares in an in-kind distribution from LSQ Management Limited, with no cash consideration. After this, he holds 2,330,430 Ordinary Shares directly and 3,049,912 Ordinary Shares indirectly through MetaSphere Limited, which is wholly owned by his spouse. He disclaims beneficial ownership of the indirect shares beyond his pecuniary interest.

Insider Trade Summary

Other: 434,520 shares

Other 2 txns

Insider Wang Bingzhong

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Ordinary Shares	434,520	$0.00	$0.00
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 2,330,430 shares (Direct); Ordinary Shares — 3,049,912 shares (Indirect, By Spouse's Entity)

Footnotes (2)

1. F1. On May 12, 2026, the Reporting Person received an aggregate of 434,520 Ordinary Shares in an in-kind distribution from LSQ Management Limited, in which the Reporting Person is a shareholder. The distribution was made without additional consideration paid by the Reporting Person.
2. F2. 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.

Key Figures

In-kind distribution: 434,520 Ordinary Shares Direct holdings after transaction: 2,330,430 Ordinary Shares Indirect holdings via spouse entity: 3,049,912 Ordinary Shares +3 more

6 metrics

In-kind distribution 434,520 Ordinary Shares Received from LSQ Management Limited on May 12, 2026

Direct holdings after transaction 2,330,430 Ordinary Shares Shares directly held by CEO after May 12, 2026 transaction

Indirect holdings via spouse entity 3,049,912 Ordinary Shares Held of record by MetaSphere Limited, spouse-owned

Transaction price per share $0.0000 per share In-kind distribution; no additional consideration paid

Restructuring shares 434,520 shares Classified as restructuring in transaction summary

Transaction code J Other acquisition or disposition of Ordinary Shares

Key Terms

in-kind distribution, Other acquisition or disposition, beneficial ownership, pecuniary interest, +1 more

5 terms

in-kind distribution financial

"received an aggregate of 434,520 Ordinary Shares in an in-kind distribution from LSQ Management Limited"

A distribution of value to shareholders or beneficiaries made by transferring assets instead of paying cash, such as shares, bonds, or property. Like receiving a box of goods rather than money, it changes what you hold rather than adding liquid funds; investors care because it affects a portfolio’s composition, liquidity, tax reporting, and cost basis for the received assets.

Other acquisition or disposition regulatory

"transaction_code_description": "Other acquisition or disposition""

beneficial ownership regulatory

"The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein"

Section 16 regulatory

"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"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Metalpha (MATH) report for CEO Wang Bingzhong?

Metalpha reported that CEO Wang Bingzhong received 434,520 Ordinary Shares via an in-kind distribution from LSQ Management Limited. No cash was paid, and the transaction reflects an internal restructuring rather than an open-market purchase or sale.

How many Metalpha (MATH) shares does the CEO hold after this Form 4?

After the reported transactions, CEO Wang Bingzhong holds 2,330,430 Ordinary Shares directly. He is also reported as indirectly holding 3,049,912 Ordinary Shares through MetaSphere Limited, an entity wholly owned by his spouse, subject to a beneficial ownership disclaimer.

What does the J transaction code mean in the Metalpha (MATH) Form 4?

The J code in this Form 4 is described as an “Other acquisition or disposition.” Here, it reflects an in-kind distribution of 434,520 Ordinary Shares from LSQ Management Limited to the CEO, with no purchase price or cash consideration involved.

Was cash involved in the Metalpha (MATH) CEO’s receipt of 434,520 shares?

No cash changed hands in this transaction. The CEO received 434,520 Ordinary Shares as an in-kind distribution from LSQ Management Limited, and the footnote specifies the distribution was made without additional consideration paid by the reporting person.

What is MetaSphere Limited’s role in the Metalpha (MATH) Form 4 filing?

MetaSphere Limited holds 3,049,912 Ordinary Shares of Metalpha of record. It is wholly owned by the CEO’s spouse. The CEO disclaims beneficial ownership of these shares except for his pecuniary interest, which is a common legal disclaimer in insider ownership reporting.

How does the Metalpha (MATH) Form 4 treat indirect share ownership?

The filing reports 3,049,912 Ordinary Shares as indirectly owned through MetaSphere Limited, an entity owned by the CEO’s spouse. It notes that the CEO disclaims beneficial ownership of these securities beyond his pecuniary interest, clarifying the nature of his indirect economic exposure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/14/2026 - 07:53 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wang Bingzhong

(Last) (First) (Middle)

C/O SUITE 5506-07, CENTRAL PLAZA

18 HARBOUR ROAD, WAN CHAI

(Street)

HONG KONG

(City) (State) (Zip)

HONG KONG

(Country)

2. Issuer Name and Ticker or Trading Symbol
Metalpha Technology Holding Ltd [ MATH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	05/12/2026		J(1)		434,520	A	$0.00(1)	2,330,430	D
Ordinary Shares								3,049,912	I	By Spouse's Entity(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On May 12, 2026, the Reporting Person received an aggregate of 434,520 Ordinary Shares in an in-kind distribution from LSQ Management Limited, in which the Reporting Person is a shareholder. The distribution was made without additional consideration paid by the Reporting Person.

2. 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.

	/s/ Xiaosi Zhang, as Attorney-in-Fact for Bingzhong Wang	05/14/2026
	** 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 4 (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 4: SEC 1474 (03-26)