MATH Metalpha Technology Holding Ltd

 

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 September 2024

 

Commission File Number: 001-38208

 

 

Metalpha Technology Holding Limited

 

 

Suite 6703-04, 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  ☐

 

 

 

EXPLANATORY NOTE

Termination of Warrants

 

On September 26, 2024, Metalpha Technology Holding Limited (the “Company”) entered into a deed of termination (the “Deed of Termination”) with Natural Selection Capital Holdings Limited (“Natural Selection”), an exempted company with limited liability incorporated in the Cayman Islands with Mr. Bingzhong Wang as its sole shareholder. Pursuant to the Deed of Termination, the Company and Natural Selection agreed to terminate the warrants issued to Natural Selection, which represents the right to purchase an aggregate of 14,000,000 ordinary shares, par value US$0.0001 per share of the Company (the “Warrants”).

 

On August 6, 2021, the Company entered into a consulting and warrant issuance agreement (the “Consulting Agreement”) with Natural Selection and Mr. Ni Ming. Pursuant to the Consulting Agreement, the Company agreed to issue Warrants to Natural Selection. Reference is made to the Consulting Agreement which was attached as Exhibit 10.2 to the Company’s report of foreign private issuer on Form 6-K furnished to the Securities and Exchange Commission on August 9, 2021.

 

As a result of such termination, the respective rights and obligations under the Warrants are terminated as well. For details, please refer to the Deed of Termination which is furnished herewith as Exhibit 10.1.

 

Leadership Transition

 

Mr. Bingzhong Wang, who is currently a member of the board of directors (the “Board”) and president of the Company (the “President”), has been appointed to succeed Mr. Liu Liming as chairman of the Board and the Company’s chief executive officer, effective on September 24, 2024. Upon the effectiveness of this appointment, Mr. Wang will cease to be the President, and Mr. Liu will continue to serve as a member of the Board and be appointed as the human resources director of the Company, effective on the same date.

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Deed of Termination dated September 26, 2024

 

 

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/ Ming Ni
	Name:	Ming Ni
	Title:	Chief Operating Officer and Director

 

Date: September 26, 2024

 

 

3

 

Exhibit 10.1

 

This Deed of Termination (“Deed”) is entered into on September 26, 2024 between:

 

(1)	Metalpha Technology Holding Limited (formerly known as Dragon Victory International Limited), an exempted company limited by shares incorporated in the Cayman Islands, with its principal business address at Suite 6703-04, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong (the “Company”);

 

(2)	Natural Selection Capital Holdings Limited, an exempted company limited by shares incorporated in the Cayman Islands, with its principal business address at Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands (the “Consultant”);

 

(each a “Party” and collectively the “Parties”).

 

Whereas,

 

(A)	The Parties and a third party entered into the Consulting and Warrant Issuance Agreement dated 6 August 2021 (the “Original Agreement”).

 

(B)	Pursuant to Section 2 of the Original Agreement, the Company has granted four warrants to the Consultant to purchase an aggregate of 14,000,000 ordinary shares of par value US$0.0001 per share of the Company (collectively the “Warrants”).

 

(C)	The Parties desire to terminate the Warrants in accordance with the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1.	Termination

 

The Parties agree to terminate the Warrants as of the date hereof and, as a result of such termination, the Parties hereby acknowledge and agree that their respective rights and obligations under the Warrants are hereby terminated as of the date hereof and that no Party shall have further liability to any other Party under the Warrants.

 

2.	Consideration

 

Each party acknowledges and agrees that no consideration of any kind is due from the other Party with respect to the Warrants.

 

3.

Governing Law and Jurisdiction

 

3.1

This Deed shall be governed by and construed in accordance with the laws of Hong Kong.

 

3.2

The courts of Hong Kong are to have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.

 

 

4.

Miscellaneous

 

4.1

Each Party hereby undertakes to each of the other Parties that it will do all such acts and things and execute all such deeds and documents as may be necessary or desirable to carry into effect or to give legal effect to the provisions of this Deed.

 

4.2

Each Party hereby represents, warrants and undertakes to each of the other Parties that it has the full power and capacity to enter into this Deed and this Deed constitutes binding obligations of it which is enforceable in accordance with their respective terms.

 

4.3

This Deed may be executed in one or more counterparts, each of which shall be deemed to be an original document, but all such separate counterparts shall constitute only one and the same instrument and is binding on all parties hereto.

 

[Signature Pages Follow]

 

 

IN WITNESS WHEREOF the Parties hereto have caused this Deed of Termination to be executed the day and the year first above written.

 

Executed as a Deed

 

Metalpha Technology Holding Limited

 

By:	/s/ Ni Ming
Name:	Ni Ming
Title:	Chief Operating Officer & Director

 

Witness Signature:	/s/ Pengyuan Fan
Name:	Pengyuan Fan
Address:	6703, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong

 

 

IN WITNESS WHEREOF the Parties hereto have caused this Deed of Termination to be executed the day and the year first above written.

 

Executed as a Deed

 

Natural Selection Capital Holdings Limited

 

By:	/s/ Wang Bingzhong
Name:	Wang Bingzhong
Title:	Sole Director

 

Witness Signature:	/s/ Ming Ni
Name:	Ming Ni
Address:	6703, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong

 

 

 

 

---