| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, Par Value US$0.0001 Per Share |
| (b) | Name of Issuer:
Metalpha Technology Holding Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
Suite 5506-07, Central Plaza, 18 Harbour Road Wan Chai, Hong Kong,
HONG KONG
, 000000. |
Item 1 Comment:
Explanatory Note
This Amendment No. 3 (this "Amendment") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on June 7, 2023 (as amended by Amendment No. 1 filed on January 14, 2026, and Amendment No. 2 filed on March 17, 2026, the "Original Schedule 13D"), relating to the Ordinary Shares, par value US$0.0001 per share (the "Ordinary Shares"), of Metalpha Technology Holding Ltd (the "Issuer").
This Amendment is being filed jointly by Mr. Bingzhong Wang and Ms. Xisha Hu (collectively, the "Reporting Persons"). This Amendment updates the disclosure to reflect Mr. Wang's receipt of Ordinary Shares in an in-kind distribution from a fund. |
| Item 2. | Identity and Background |
|
| (a) | Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) This Statement is being filed jointly by Mr. Bingzhong Wang and Ms. Xisha Hu pursuant to Rule 13d-1(k) promulgated under the Act. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached hereto as Exhibit 99.1. Ms. Xisha Hu is the spouse of Mr. Bingzhong Wang. |
| (b) | (b) The business address for both Reporting Persons is 36A, Tower 1, Maya, 15th Sze Shan St, Yau Tong, Hong Kong, CHINA, 999077. |
| (c) | (c) Mr. Wang is the Chief Executive Officer and Chairman of the Board of Directors of the Issuer. Ms. Hu is Chief Executive Officer of Metalpha Limited, the Issuer's wholly-owned trading business subsidiary. |
| (d) | (d) During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | (e) During the last five years, neither of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | (f) Both Reporting Persons are citizens of Hong Kong. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
As previously reported by Mr. Wang in Amendment No. 2, on March 13, 2026, MetaSphere Limited, an entity wholly-owned by Ms. Hu, received an aggregate of 3,049,912 Ordinary Shares as a gift from Mr. Hu Xianqun, father of Ms. Hu. The transfer was effected as a gift for no consideration.
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. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
Ms. Hu acquired the Ordinary Shares through MetaSphere Limited for investment purposes. The Reporting Persons may make further acquisitions of Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by them at any time, depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities, and other factors.
Except as set forth herein, neither of the Reporting Persons has any present plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) Mr. Wang beneficially owns an aggregate of 6,580,342 Ordinary Shares (which includes 1,200,000 Ordinary Shares issuable upon exercise of the PIPE Warrants), representing approximately 13.6% of the outstanding Ordinary Shares. This percentage is based on 47,113,236 Ordinary Shares outstanding as of March 9, 2026, which information was provided by the Issuer, plus the 1,200,000 Ordinary Shares underlying Mr. Wang's PIPE Warrants.
Ms. Hu beneficially owns an aggregate of 3,049,912 Ordinary Shares held of record by MetaSphere Limited, representing approximately 6.5% of the outstanding Ordinary Shares. This percentage is based solely on 47,113,236 Ordinary Shares outstanding as of March 9, 2026. |
| (b) | (b) For Mr. Wang:
(i) Sole power to vote or direct the vote: 3,530,430
(ii) Shared power to vote or direct the vote: 3,049,912
(iii) Sole power to dispose or direct the disposition: 3,530,430
(iv) Shared power to dispose or direct the disposition: 3,049,912
For Ms. Hu:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 3,049,912
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 3,049,912 |
| (c) | (c) Except as disclosed in Item 3 of this Amendment regarding the in-kind distribution of 434,520 Ordinary Shares to Mr. Wang on May 12, 2026, the Reporting Persons have not effected any transactions in the Ordinary Shares during the past sixty days. |
| (d) | (d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons, except that MetaSphere Limited has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 3,049,912 Ordinary Shares held of record by it. |
| (e) | (e) Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached as Exhibit 99.1 to this Amendment, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k) of the Act. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following exhibit:
Exhibit 99.1 - Joint Filing Agreement, dated May 14, 2026, by and between Bingzhong Wang and Xisha Hu. |
