Metalpha Technology Holding Limited, a Cayman Islands holding company for a Hong Kong‑based digital asset derivatives business, filed its annual report for the year ended March 31, 2026. It reports 47,113,236 ordinary shares outstanding and operates through subsidiaries in the British Virgin Islands, Panama and Hong Kong, offering cryptocurrency derivative products to institutional and professional investors.
The company reports aggregate transaction size of issued products of $1,124.2 million in fiscal 2026. A related party, Northstar Technologies, accounted for $223.1 million, or 19.8%, while the top three customers represented 37.1% of volume, highlighting customer‑concentration and related‑party risks. Extensive risk factors cover dependence on key trading and custody partners such as Binance, volatile crypto markets, evolving global regulation (including potential securities‑law and investment‑company classifications), licensing uncertainties in Hong Kong and other jurisdictions, and cybersecurity and custody vulnerabilities. The report also notes prior Nasdaq compliance issues, substantial outstanding warrants and share‑based awards that could dilute existing holders, and the need for continued access to capital and key personnel as the business grows.
Registration to permit resale of up to 15,453,364 Ordinary Shares. This Form F-3 prospectus registers the offer and resale from time to time by the Selling Securityholders of up to 15,453,364 Ordinary Shares, including 4,620,000 Ordinary Shares issuable upon exercise of warrants.
The company states it is not selling any shares hereunder and will receive no proceeds from resale transactions, other than any exercise price paid on cash exercises of the warrants. The shares may be sold on Nasdaq or in private transactions by the Selling Securityholders; the prospectus covers expenses of registration but selling holders pay their own selling costs.
Metalpha Technology Holding Ltd filed an initial insider ownership report for director Kawayanagi Kiyohiro Yang. This Form 3 establishes Yang as a reporting person but shows no buy, sell, or other share transactions and no derivative positions in this filing.
Metalpha Technology Holding Ltd director Tian Jingxin has filed an initial Form 3 ownership report. This filing identifies Tian as a director of Metalpha but does not report any stock purchases, sales, derivative transactions, or other holdings, with all transaction counts shown as zero.
Metalpha Technology Holding Ltd reports that on March 13, 2026 the reporting person, Xianqun Hu, transferred an aggregate of 3,049,912 Ordinary Shares as a gift to MetaSphere Limited. Following that transfer, the reporting person reports 0 Ordinary Shares beneficially owned.
Metalpha Technology Holding Ltd’s leaders updated their Schedule 13D to reflect recent changes in their ownership stakes. CEO Bingzhong Wang now beneficially owns 6,580,342 ordinary shares, including 1,200,000 shares issuable upon exercise of PIPE warrants, representing about 13.6% of the company’s ordinary shares based on 48,313,236 shares calculated from issuer data.
His spouse Xisha Hu, through MetaSphere Limited, beneficially owns 3,049,912 ordinary shares, or about 6.5% of the class, based on 47,113,236 shares outstanding as of March 9, 2026. The amendment records an in-kind distribution of 434,520 shares to Mr. Wang from LSQ Management Limited and reiterates that both holders view their stakes as investments, with flexibility to buy or sell shares over time.
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.
Metalpha Technology Holding Ltd filed a Form 3 identifying Zhang Xiaosi as Chief Operating Officer and a reporting person. This is an initial statement of beneficial ownership and the data provided show no reported transactions, share holdings, or derivative positions in this filing excerpt.
Metalpha Technology Holding Ltd director and CFO Fan Pengyuan filed an initial ownership report showing equity awards and share holdings. The filing lists 2,500 Ordinary Shares held directly and restricted share units (RSUs) covering 7,500 additional Ordinary Shares from an original 10,000-RSU grant.
The remaining 7,500 RSUs vest in three equal annual installments on each anniversary of December 1, 2025, contingent on continued service. A separate grant of 15,000 RSUs dated June 30, 2025 vests in four equal installments on each anniversary of that grant date, starting July 1, 2026.
Metalpha Technology Holding Limited reported that shareholders approved all resolutions at its 2026 annual general meeting held in Hong Kong on March 31, 2026. Five directors — Bingzhong Wang, Pengyuan Fan, Sen Lin, Jingxin Tian and Kiyohiro Kawayanagi — were each re-elected to the board as ordinary resolutions.
Shareholders representing 28,578,006 votes, or 60.66% of all votes attaching to ordinary shares outstanding as of the March 9, 2026 record date, were present in person or by proxy. Support for each director ranged from 99.9% to 100.0% of votes cast, indicating broad backing for the existing board composition.