6-K - MATH - Equibles

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATEISSUER

PURSUANT TO RULE 13a-16 OR 15d-16UNDER

THE SECURITIES EXCHANGEACT OF 1934

Forthe month of March 2024

Commission File Number: 001-38208

Metalpha TechnologyHolding Limited

Suite 1508, CentralPlaza

18 Harbour Road, WanChai,

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 ☐

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release – Metalpha to Hold 2024 Annual General Meeting of Shareholders
99.2	Notice of 2024 Annual General Meeting of Shareholders
99.3	Form of Proxy for 2024 Annual General Meeting of Shareholders

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/ Limin Liu
Name:	Limin Liu
Title:	Chief Executive Officer and <br><br>Chairman of the Board of Directors

Date: March 8, 2024

Exhibit 99.1

Metalpha to Hold 2024 Annual General Meetingof Shareholders

(HONG KONG, Mar. 8, 2024) -- Metalpha Technology Holding Limited (Nasdaq: MATH) (the “Company” or “Metalpha”), a global digital asset-focused wealth management company, announced today that it will hold the 2024 annual general meeting (the “AGM”) of shareholders of the Company at Suite 1508, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong, People’s Republic of China on March 29, 2024 at 11:30 a.m. (Hong Kong time), for the purposes of considering and, if thought fit, passing the proposed resolutions set forth in the notice of the AGM (the “AGM Notice”). Members of record of the Company’s ordinary shares, par value $0.0001 per share, registered on the Company’s register of members as of 5:00 p.m. on March 8, 2024 (Hong Kong time) are entitled to attend and vote at the AGM in person or by proxy. A copy of the AGM Notice posted to the Company’s website and a form of the voting proxy for the AGM is attached as Exhibit 99.2 and Exhibit 99.3, respectively, to the Current Report on Form 6-K furnished by the Company with the United States Securities and Exchange Commission today.

About Metalpha Technology Holding Limited

Founded in 2015, Metalpha Technology Holding Limited (Nasdaq: MATH) went public on October 20, 2017. The listed Company is dedicated to providing investing and digital asset-focused wealth management services with a full-service, institutional-grade platform. With dedicated blockchain expertise, the Company aims to become a leader in the field of digital asset-focused wealth management services, bringing robust innovation and transparency to the customers and businesses it serves.

Forward-Looking Statements

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to” and similar statements. Management has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While they believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond management’s control. These statements involve risks and uncertainties that may cause Metalpha’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

Contact

Yiwei Wang

info@metalpha.finance

Exhibit 99.2

METALPHA TECHNOLOGY HOLDING LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Nasdaq: MATH)

NOTICE OF ANNUAL GENERAL MEETINGOF SHAREHOLDERS

To be held on March29, 2024(or any adjourned or postponed meeting thereof)

NOTICE IS HEREBY GIVEN that the annual general meeting of shareholders (the “AGM”) of Metalpha Technology Holding Limited (the “Company”) will be held at Suite 1508, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong, China, on March 29, 2024 at 11:30 a.m. (Hong Kong time).

Members of record of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”), registered on the Company’s register of members as of 5:00 p.m. on March 8, 2024, Hong Kong time (the “Record Date”), are entitled to attend and vote at the AGM. Shareholders as of the Record Date may attend and vote at the AGM in person, or by delivering a properly dated and executed proxy card by e-mail to info@metalpha.finance, which should be received by no later than 11:30 a.m. on March 27, 2024 (Hong Kong time).

The AGM will be held for the purpose of considering and, if thought fit, passing and approving the following resolutions:

Resolution 1: as an ordinary resolution, re-elect Limin Liu as a director of the Company to hold office until the election of his successor in office or removal pursuant to the provisions of the Memorandum and Articles of Association of the Company (the “M&A”);

Resolution 2: as an ordinary resolution, re-elect Ming Ni as a director of the Company to hold office until the election of his successor in office or removal pursuant to the provisions of the M&A;

Resolution 3: as an ordinary resolution, re-elect Bingzhong Wang as a director of the Company to hold office until the election of his successor in office or removal pursuant to the provisions of the M&A;

Resolution 4: as an ordinary resolution, re-elect Wei Wang as a director of the Company to hold office until the election of his successor in office or removal pursuant to the provisions of the M&A;

Resolution 5: as an ordinary resolution, re-elect Bin Liu as a director of the Company to hold office until the election of his successor in office or removal pursuant to the provisions of the M&A;

Resolution 6: as an ordinary resolution, re-elect Jingxin Tian as a director of the Company to hold office until the election of her successor in office or removal pursuant to the provisions of the M&A;

Resolution 7: as an ordinary resolution, re-elect Kim Fung Lai as a director of the Company to hold office until the election of his successor in office or removal pursuant to the provisions of the M&A;

Resolution 8: as an ordinary resolution, re-elect Sen Lin as a director of the Company to hold office until the election of his successor in office or removal pursuant to the provisions of the M&A;

Resolution 9: as an ordinary resolution, re-elect Kiyohiro Kawayanagi as a director of the Company to hold office until the election of his successor in office or removal pursuant to the provisions of the M&A.

By Order of the Board<br>of Directors,
Metalpha TechnologyHolding Limited
By:	/s/ Limin Liu
Name:	Limin Liu
Title:	Chief Executive Officer and<br><br> Chairman of the Board of<br> Directors

Hong Kong, China

March 8, 2024

Exhibit 99.3

METALPHA TECHNOLOGY HOLDING LIMITED

An exempted companywith limited liability incorporated in the Cayman Islands

(Nasdaq: MATH)

FORM OF PROXY FOR ANNUAL GENERAL MEETING OFSHAREHOLDERS

To be held on March 29, 2024(or any adjournment(s) or postponement(s) thereof)

Introduction

This form of proxy (the “Formof Proxy”) is furnished in connection with the solicitation by the board of directors (the “Board”) of Metalpha Technology Holding Limited (the “Company”) of proxies from the shareholders of the Company to be exercised at the Annual General Meeting of the shareholders (the “AGM”) of the Company to be held at Suite 1508, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong, China on March 29, 2024 at 11:30 a.m. (Hong Kong time), and at any adjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders (the “AGMNotice”).

Only the holders of record of the ordinary shares, par value US$0.0001 per share, of the Company (“Ordinary Shares”) on the Company’s register of members as of 5:00 p.m. on March 8, 2024, Hong Kong time (the “Record Date”) are entitled to receive notice of, attend and vote at the AGM. In respect of the matters requiring shareholders’ vote at the AGM, each Ordinary Share shall entitle the holder thereof to one vote. The resolutions put to the vote at the AGM will be decided by poll.

The quorum of the AGM is at least one or more holders of Ordinary Shares which carry in aggregate not less than one-third of all votes attaching to all Ordinary Shares in issue and entitled to vote at the AGM, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative throughout the AGM.

This Form of Proxy is available to shareholders beginning on March 8, 2024. A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his/her discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein.

To be valid, this Form of Proxy must be completed,signed and delivered to the Company by email to info@metalpha.finance as soon as possible so that it is received by the Company no laterthan 48 hours before the time of the AGM, or 11:30 a.m. on March 27, 2024 (Hong Kong time).

METALPHA TECHNOLOGY HOLDING LIMITEDAn exempted company with limited liability incorporated in the Cayman Islands

(Nasdaq: MATH)

FORM OF PROXY FOR ANNUAL GENERAL MEETING OFSHAREHOLDERSto be held at Suite 1508, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong, China

on March 29, 2024 at 11:30 a.m. (Hong Kong time)(or any adjournment(s) or postponement(s) thereof)

I/We _______________of __________________________________________________________, the undersigned, being the registered holder(s) of _______________^)^, par value US$0.0001 per share, of Metalpha Technology Holding Limited (the “Company”) hereby appoint the Chairman of the Annual General Meeting ^(Note 1)^ or _______________ of _______________ as my/our proxy to attend and act for me/us at the Annual General Meeting (the “AGM”) (or at any adjournment(s) or postponement(s) thereof), and in the event of a poll voting, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit.

NO.	RESOLUTION	FOR^(Note 2)^
1.	AS AN ORDINARY RESOLUTION<br><br> <br><br><br> <br>Re-elect Limin Liu as a director of the Company to hold office<br> until the election of his successor in office or removal pursuant to the provisions of the Memorandum and Articles of Association of the<br> Company (the “M&A”).
	2.	AS AN ORDINARY RESOLUTION<br><br> <br><br><br> <br>Re-elect Ming Ni as a director of the Company to hold office until<br> the election of his successor in office or removal pursuant to the provisions of the M&A.
3.	AS AN ORDINARY RESOLUTION<br><br> <br><br><br> <br>Re-elect Bingzhong Wang as a director of the Company to hold office<br> until the election of his successor in office or removal pursuant to the provisions of the M&A.
	4.	AS AN ORDINARY RESOLUTION<br><br> <br><br><br> <br>Re-elect Wei Wang as a director of the Company to hold office<br> until the election of his successor in office or removal pursuant to the provisions of the M&A.
5.	AS AN ORDINARY RESOLUTION<br><br> <br>****<br><br> <br>Re-elect Bin Liu as a director of the Company to hold office until<br> the election of his successor in office or removal pursuant to the provisions of the M&A.

NO.	RESOLUTION	FOR^(Note 2)^
6.	AS AN ORDINARY RESOLUTION<br><br> <br><br><br> <br>Re-elect Jingxin Tian as a director of the Company to hold office<br> until the election of her successor in office or removal pursuant to the provisions of the M&A.
	7.	AS AN ORDINARY RESOLUTION<br><br> <br><br><br> <br>Re-elect Kim Fung Lai as a director of the Company to hold office<br> until the election of his successor in office or removal pursuant to the provisions of the M&A.
8.	AS AN ORDINARY RESOLUTION<br><br> <br><br><br> <br>Re-elect Sen Lin as a director of the Company to hold office until<br> the election of his successor in office or removal pursuant to the provisions of the M&A.
	9.	AS AN ORDINARY RESOLUTION<br><br> <br><br><br> <br>Re-elect Kiyohiro Kawayanagi as a director of the Company to hold<br> office until the election of his successor in office or removal pursuant to the provisions of the M&A.
Dated _____________________, 2024	Signature(s)^(Note 3)^_______________________
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^1^	If any proxy other than the Chairman is preferred,<br>strike out the words “THE CHAIRMAN OF THE ANNUAL GENERAL MEETING” and insert the name and address of the proxy desired<br>in the space provided. A member may appoint one or more proxies to attend and vote in his/her stead. ANY ALTERATION MADE TO THIS PROXYFORM MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT.
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^2^	IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR.”IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST.” IF YOU WISH TO ABSTAIN FROM VOTINGON THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “ABSTAIN.” You may instruct your proxy to vote some or all of the shares<br>in respect of which the proxy is appointed either for or against any resolution and/or abstain from voting as such proxy need not cast<br>the votes in respect of your shares in the same way on any resolution. In this case, please specify in the voting boxes above the number<br>of shares in respect of which your proxy is to vote for or against or to abstain in respect of each resolution. FAILURE TO COMPLETEANY OR ALL THE BOXES WILL ENTITLE YOUR PROXY TO CAST HIS OR HER VOTES AT HIS OR HER DISCRETION.
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^3^	This form of proxy must be signed by you or your duly authorized attorney in writing or, in the case of<br>a corporation, must be executed under the hand of an officer or duly authorized attorney to sign the same. If you have appointed more<br>than one proxy, please specify in the voting boxes above the number of shares in respect of which each proxy is entitled to exercise the<br>related votes. If you do not complete this information, the first person listed above shall be entitled to exercise all the votes in relation<br>to the relevant resolution. If you have appointed more than one proxy, the first person listed above shall be entitled to vote on a show<br>of hands.
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