Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Metalpha Technology Holding Ltd (Name of Issuer) |
Ordinary Shares, Par Value US$0.0001 Per Share (Title of Class of Securities) |
G28365107 (CUSIP Number) |
Bingzhong Wang Suite 5506-07, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong, K3, 000000 852 35652921 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/12/2026 (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).
SCHEDULE 13D
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| CUSIP No. | G28365107 |
| 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)
OO | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,580,342.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Rows (7) and (9): Represents (i) 2,330,430 Ordinary Shares held directly by Mr. Wang, and (ii) 1,200,000 Ordinary Shares issuable upon exercise of the PIPE Warrants held by Mr. Wang. Note to Rows (8) and (10): Represents 3,049,912 Ordinary Shares held by MetaSphere Limited, an entity wholly owned by Ms. Xisha Hu, spouse of Mr. Wang. Mr. Wang disclaims beneficial ownership of any Ordinary Shares directly or indirectly owned by MetaSphere Limited or Ms. Xisha Hu. Note to Row (13): Percentage of class is calculated based on a total of 48,313,236 Ordinary Shares, which consists of (i) 47,113,236 Ordinary Shares outstanding as of March 9, 2026, which is provided by the Issuer and (ii) 1,200,000 Ordinary Shares issuable to Mr. Wang upon the exercise of the PIPE Warrants.
SCHEDULE 13D
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| CUSIP No. | G28365107 |
| 1 |
Name of reporting person
Xisha Hu | ||||||||
| 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)
OO | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,049,912.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Rows (8), (10) and (11): Represents 3,049,912 Ordinary Shares held of record by MetaSphere Limited, a company incorporated in Samoa and wholly owned by Ms. Xisha Hu. Note to Row (13): Percentage of class is calculated based on 47,113,236 Ordinary Shares outstanding as of March 9, 2026, which information was provided by the Issuer.
SCHEDULE 13D
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| 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. | ||
| 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.
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