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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Metalpha Technology Holding Ltd (Name of Issuer) |
Ordinary Share (Title of Class of Securities) |
G28365107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G28365107 |
| 1 | Names of Reporting Persons
KBR Fund Management Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,014,553.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: Represents ordinary shares held as of December 31, 2024 by LSQ Investment Fund SPC- Disruptive Opportunity Fund II SP. The Percentage of class based on 38,373,371 ordinary shares outstanding as of June 30, 2024, was provided in the Annual Report 20-F filing.
SCHEDULE 13G
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| CUSIP No. | G28365107 |
| 1 | Names of Reporting Persons
LSQ Investment Fund SPC - Disruptive Opportunity Fund II SP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,014,553.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IV |
Comment for Type of Reporting Person: Represents ordinary shares held as of December 31, 2024 by LSQ Investment Fund SPC- Disruptive Opportunity Fund II SP. The Percentage of class based on 38,373,371 ordinary shares outstanding as of June 30, 2024, was provided in the Annual Report 20-F filing.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Metalpha Technology Holding Ltd | |
| (b) | Address of issuer's principal executive offices:
SUITE 6703-04, CENTRAL PLAZA, 18 HARBOUR ROAD, WAN CHAI, HONG KONG, 000000. | |
| Item 2. | ||
| (a) | Name of person filing:
LSQ Investment Fund SPC-Disruptive Opportunity Fund II SP ('LSQ')KBR Fund Management Limited ('KBR')The shares reported herein are directly held by LSQ.KBR serves as the sub-investment manager for LSQ. Accordingly, KBR may be deemed to indirectly beneficially own the securities of the Issuer held by LSQ. | |
| (b) | Address or principal business office or, if none, residence:
LSQ: 3-212 Governors Square, 23 Lime Tree Bay Avenue, PO Box 30746,Seven Mile Beach, Grand Cayman, Cayman IslandsKBR: 6/F Skyway Centre, 23 Queens Road West, Sheung Wan, Hong Kong | |
| (c) | Citizenship:
LSQ: Cayman IslandsKBR: Hong Kong | |
| (d) | Title of class of securities:
Ordinary Share | |
| (e) | CUSIP No.:
G28365107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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LSQ: Investment companyKBR: Investment adviser | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G. | |
| (b) | Percent of class:
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G. | ||
| (ii) Shared power to vote or to direct the vote:
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ? 240.14a-11. |
| 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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Comments accompanying signature: Joint Filing Agreement