Metalpha (NASDAQ: MATH) insider amends 13D after 3,049,912-share gift

Rhea-AI Filing Summary

Metalpha Technology Holding Ltd shareholder Bingzhong Wang filed Amendment No. 2 to his Schedule 13D to update his ownership structure after a large share gift. He is reported as beneficially owning 6,145,822 Ordinary Shares, representing 13.0% of the class, based on 47,113,236 shares outstanding as of January 12, 2026.

This total includes 1,895,910 Ordinary Shares and 1,200,000 Ordinary Shares issuable upon exercise of PIPE Warrants within 60 days after March 17, 2026. It also reflects 3,049,912 Ordinary Shares held by MetaSphere Limited, a Samoa company wholly owned by his spouse, which were transferred as a gift for no consideration under a Share Donation and Transfer Agreement dated March 13, 2026; Wang disclaims beneficial ownership of shares directly or indirectly owned by MetaSphere or his spouse.

Insights

Equity ownership and governance analyst

Amended 13D clarifies a 13.0% stake and a large gifted block.

The amendment shows Bingzhong Wang with beneficial ownership of 6,145,822 Metalpha Ordinary Shares, equal to 13.0% of 47,113,236 shares outstanding as of January 12, 2026. This combines existing holdings with PIPE Warrants exercisable within 60 days after March 17, 2026.

A key change is the gift of 3,049,912 Ordinary Shares from donor Hu Xianqun to MetaSphere Limited, a company wholly owned by Wang’s spouse, for no consideration under a Share Donation and Transfer Agreement dated March 13, 2026. Wang disclaims beneficial ownership of shares held by MetaSphere or his spouse, but the filing still reports shared voting and dispositive power over this block.

This keeps Wang’s reported stake at a double‑digit level that can influence shareholder votes. Subsequent company filings may further clarify how this structure affects voting coordination among Wang, MetaSphere, and related parties.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Metalpha Technology Holding Ltd

(Name of Issuer)

Ordinary Shares, Par Value US$0.0001 Per Share

(Title of Class of Securities)

(CUSIP Number)

Bingzhong Wang
36A, Tower 1, Maya, 15th Sze Shan St, Yau Tong
Hong Kong, F4, 000000
852 54143309

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Bingzhong Wang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,095,910.00
8	Shared Voting Power 3,049,912.00
9	Sole Dispositive Power 3,095,910.00
10	Shared Dispositive Power 3,049,912.00

11

Aggregate amount beneficially owned by each reporting person

6,145,822.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

* Represents (i) 1,895,910 Ordinary Shares (as defined below) and (ii) 1,200,000 Ordinary Shares issuable upon exercise of the PIPE Warrants (as defined below). ** Represents 3,049,912 Ordinary Shares held by MetaSphere Limited ("MetaSphere" or the "Donee"), a company incorporated in Samoa and wholly owned by Ms. Xisha Hu, spouse of the Reporting Person. The Reporting Person disclaims beneficial ownership of any Ordinary Shares directly or indirectly owned by MetaSphere or Ms. Xisha Hu. *** Percentage of class based on 47,113,236 Ordinary Shares outstanding as of January 12, 2026. In computing the percentage ownership of the reporting person, Ordinary Shares that the reporting person has the right to acquire within 60 days after March 17, 2026, including through the exercise of any option, warrant, or other right or the conversion of any other security, are included.

SCHEDULE 13D

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, CHINA , 000000.
Item 1 Comment: Explanatory Note This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 7, 2023 (as amended, the "Schedule 13D"), relating to the Reporting Persons' ownership of ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), of Metalpha Technology Holding Limited, an exempted company with limited liability incorporated in the Cayman Islands (previous name: Dragon Victory International Limited, the "Issuer"). Unless set forth below, all previous Items set forth in the Schedule 13D remain unchanged. Capitalized terms used herein and not defined have the meanings given to them in the Schedule 13D. This Amendment is being filed to update the disclosure in Item 3, Item 6 and Item 7.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On March 13, 2026, Mr. Hu Xianqun (the "Donor") entered into a share donation and transfer agreement (the "Share Donation and Transfer Agreement") with the Donee, a company wholly-owned by Ms. Hu Xisha, daughter of the Donor and the spouse of the Reporting Person. Pursuant to the Share Donation and Transfer Agreement, the Donor transferred to the Donee, for no consideration, an aggregate of 3,049,912 Ordinary Shares of the Issuer. The transfer was effected as a gift, and the Donee accepted the Ordinary Shares subject to applicable transfer restrictions under the U.S. Securities Act of 1933, as amended. The description of the Share Donation and Transfer Agreement is qualified in its entirety by reference to the full text of the applicable document, a copy of which is filed herewith as an exhibit and incorporated herein by reference in its entirety in this Item 3.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 3 in this Amendment is hereby incorporated by reference in its entirety in this Item 6.
Item 7.	Material to be Filed as Exhibits.
	tem 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit Description 99.5 Share Donation and Transfer Agreement, dated March 13, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bingzhong Wang

Signature:	/s/ Bingzhong Wang
Name/Title:	Bingzhong Wang
Date:	03/17/2026

FAQ

What percentage of Metalpha (MATH) shares does Bingzhong Wang report owning in this 13D amendment?

The filing reports that Bingzhong Wang beneficially owns 6,145,822 Metalpha Ordinary Shares, representing 13.0% of the class. This percentage is calculated based on 47,113,236 shares outstanding as of January 12, 2026, including shares he may acquire within 60 days.

How many Metalpha (MATH) shares are included from PIPE Warrants in Wang’s reported ownership?

Wang’s beneficial ownership includes 1,200,000 Ordinary Shares issuable upon exercise of PIPE Warrants. These warrants are counted because he has the right to acquire the underlying shares within 60 days after March 17, 2026, under standard Schedule 13D rules.

What is the size and nature of the share transfer disclosed in the Metalpha (MATH) Schedule 13D/A?

The amendment discloses a gift transfer of 3,049,912 Ordinary Shares under a Share Donation and Transfer Agreement dated March 13, 2026. Donor Hu Xianqun transferred these shares for no consideration to MetaSphere Limited, which accepted them subject to U.S. Securities Act transfer restrictions.

Who is MetaSphere Limited in relation to Metalpha (MATH) shareholder Bingzhong Wang?

MetaSphere Limited is described as a company incorporated in Samoa that is wholly owned by Ms. Xisha Hu, the spouse of Bingzhong Wang. MetaSphere holds 3,049,912 Metalpha Ordinary Shares, and Wang disclaims beneficial ownership of shares owned by MetaSphere or his spouse.

How many Metalpha (MATH) shares does Bingzhong Wang hold directly outside of MetaSphere Limited?

Outside of shares held by MetaSphere, Wang’s reported beneficial ownership includes 1,895,910 Ordinary Shares plus 1,200,000 Ordinary Shares issuable upon exercise of PIPE Warrants. These positions contribute to his aggregate 6,145,822-share beneficial stake reported in the amendment.

Why did Metalpha (MATH) shareholder Bingzhong Wang file Amendment No. 2 to his Schedule 13D?

Amendment No. 2 was filed to update disclosures in Items 3, 6, and 7 of the original Schedule 13D. It describes the March 13, 2026 Share Donation and Transfer Agreement, incorporates those terms into contractual disclosures, and adds the agreement as a new exhibit to the filing.