Sec Form 3 Filing - Wang Bingzhong @ Metalpha Technology Holding Ltd - 2026-03-18

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wang Bingzhong 2. Issuer Name and Ticker or Trading Symbol Metalpha Technology Holding Ltd [ MATH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O SUITE 5506-07, CENTRAL PLAZA, 18 HARBOUR ROAD, WAN CHAI 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2026 (Street) HONG KONG 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares 1,895,910 D Ordinary Shares 3,049,912 I By Spouse's Entity ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant $ 1 ( 2 ) 07/25/2027 Ordinary Shares 1,200,000 D Restricted Share Units $ 0 ( 3 ) 12/01/2038 Ordinary Shares 375,000 D Restricted Share Units $ 0 ( 4 ) 07/01/2039 Ordinary Shares 1,039,000 D Restricted Share Units $ 0 ( 5 ) 07/01/2039 Ordinary Shares 500,000 I By Spouse ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wang Bingzhong C/O SUITE 5506-07, CENTRAL PLAZA 18 HARBOUR ROAD, WAN CHAI HONG KONG X X Chief Executive Officer Signatures /s/ Xiaosi Zhang, as Attorney-in-Fact for Bingzhong Wang 03/31/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held of record by MetaSphere Limited, an entity wholly owned by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. ( 2 )The warrants became fully exercisable following the satisfaction of exercise conditions that are tied to certain performance targets of the Issuer. ( 3 )Represents the unvested portion of an original grant of 500,000 restricted share units ("RSUs"). Each RSU represents a contingent right to receive one Ordinary Share. 125,000 RSUs vested on December 1, 2025. The remaining 375,000 RSUs vest in three equal annual installments on each anniversary of December 1, 2025, subject to the Reporting Person's continued service to the Issuer. ( 4 )Represents an original grant of 1,039,000 RSUs on June 30, 2025. Each RSU represents a contingent right to receive one Ordinary Share. The RSUs vest in four equal installments on the day following each anniversary of the grant date, commencing on July 1, 2026, subject to the Reporting Person's continued service to the Issuer. ( 5 )Represents 500,000 RSUs granted to the Reporting Person's spouse on June 30, 2025. The RSUs vest in four equal installments on the day following each anniversary of the grant date, commencing on July 1, 2026, subject to the continued service of the Reporting Person's spouse to the Issuer. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks: Exhibit 24.1 - Power of Attorney.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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