6-K
Metalpha Technology Holding Ltd (MATH)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2022
Commission File Number: 001-38208
DragonVictory International Limited
Suite 1508, Central Plaza
18 Harbour Road, Wan Chai, Hong Kong
China
(Address of principal executive office)
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐:
Amendmentto Material Definitive Agreements
Amendmentto the Securities Purchase Agreement
On August 6, 2021, Dragon Victory International Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with LSQ Investment Fund SPC-Disruptive Opportunity Fund II SP, a Cayman Islands Segregated Portfolio Company (“LSQ”), and certain other purchasers listed on Schedule A to the Securities Purchase Agreement (the “2nd Closing Purchasers,” and together with LSQ, the “Purchasers”).
On March 3, 2022, the Company and the Purchasers entered into Amendment No.1 to Securities Purchase Agreement (the “Amendment to SPA”) to extend the closing deadline applicable to the 2nd Closing Purchasers. Pursuant to the Amendment to SPA, the closing applicable to the 2nd Closing Purchasers will occur no later than 12 months following the effective date of the Registration Statements (as defined in the Registration Rights Agreement, which is discussed below) covering the resale of all of the 2nd Closing Subscribed Shares (as defined in the Securities Purchase Agreement).
Amendmentto the Registration Rights Agreement
On August 6, 2021, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers, Natural Selection Capital Holdings Limited, a Cayman company (the “Consulting Company”), and Mr. Ni Ming (“Mr. Ni,” together with the Consulting Company, the “Consultants” and each a “Consultant”).
On March 3, 2022, the Company, the Purchasers, and the Consultants entered into Amendment No.1 to Registration Rights Agreement (the “Amendment to RRA”) to extend the Effectiveness Deadline and the Filing Deadline (as defined in the Registration Rights Agreement). Pursuant to the Amendment to RRA, the Effectiveness Deadline for the 2nd Closing Registration Statement (as defined in the Registration Rights Agreement) will be no later than the calendar day that is no later than 16 months from the date of the Registration Rights Agreement. The Filing Deadline with respect to the 2nd Closing Registration Statement (as defined in the Registration Rights Agreement) will be no later than the 12 months following the date of the Registration Rights Agreement.
The foregoing description of the Amendment to SPA and the Amendment to RRA does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to SPA and the Amendment to RRA, which are filed hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.
1
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.
| Dragon Victory International Limited | ||
|---|---|---|
| Date:<br> March 3, 2022 | By: | /s/<br> Limin Liu |
| Limin<br> Liu | ||
| Chief<br> Executive Officer |
2
EXHIBITINDEX
3
Exhibit 10.1
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of March 3, 2022, is by and among (i) Dragon Victory International Limited, an exempted company with limited liability, organized and existing under the laws of the Cayman Islands (the “Company”), (ii) LSQ Investment Fund SPC-Disruptive Opportunity Fund II SP, a Cayman Islands Segregated Portfolio Company (the “1st ClosingPurchaser”), and (iii) each of the Persons whose name is set forth on Schedule A attached thereto (the “2nd ClosingPurchasers” and each a “2nd Closing Purchaser,” together with the 1st Closing Purchaser, the “Purchasers” and each a “Purchaser,” together with the Company, the “Parties” and each a “Party”).
WITNESSETH:
WHEREAS, the Parties entered into a Securities Purchase Agreement dated August 6, 2021, (the “Securities Purchase Agreement”); and
WHEREAS, the Parties desire to amend the Securities Purchase Agreement to extend the Closing Deadline (as defined in the Securities Purchase Agreement).
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the Parties hereby agree as follows:
Defined Terms. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement.
Amendments. the Parties hereby amend the Securities Purchase Agreement as follows:
Section 2.02 (a) shall be deleted in its entirety and replaced with the following sentence:
“(a) Closing. Subject to satisfaction or, to the extent permissible, waiver by the Party or Parties entitled to the benefit of the relevant Conditions, of all such relevant Conditions (other than Conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or, to the extent permissible, waiver of those Conditions at Closing), (A) the closing of the sale and purchase of the 1st Closing Subscribed Shares pursuant to this Section 2.02(a) (the “1st Subscription Closing”) shall take place remotely by electronic means on (i) the third Business Day after the date on which the applicable Conditions (other than the Conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or, to the extent permissible, waiver of those Conditions at the Closing) are satisfied, or (ii) any other date as may be agreed by the 1st Closing Purchaser and the Company in writing (the “1st Subscription Closing Date”), and (B) each closing of the sale and purchase of the applicable 2nd Closing Subscribed Shares pursuant to this Section 2.02(a) (each, a “2nd Subscription Closing”) shall take place remotely by electronic means on the day on which the 2nd Closing Purchase Price payable by such 2nd Closing Purchaser shall have been wired to the Company, and (ii) any other date as may be agreed by the applicable 2nd Closing Purchasers and the Company in writing (each, a “2nd Subscription Closing Date”; together with the 1st Subscription Closing Date, each a “Closing Date” ); provided that (i) the 1st Subscription Closing shall occur no later than four (4) months following the date hereof (the last day of the foregoing four-month period and if such date does not fall on a Trading Day, then the immediately next Trading Day, the “1st Closing Deadline”), and (ii) any 2nd Subscription Closing shall occur no later than Twelve (12) months following the effective date of the Registration Statements (as defined in the Registration Rights Agreement) covering the resale of all of the 2nd Closing Subscribed Shares (the last day of the foregoing five-month period and if such day does not fall on a Trading Day, then the immediately next Trading Day, the “2nd Closing Deadline”).”
Ratification. Except as expressly amended by this Amendment, the terms and conditions of the Securities Purchase Agreement are hereby confirmed and shall remain in full force and effect without impairment or modification.
Conflict. In the event of any conflict between the Securities Purchase Agreement and this Amendment, the terms of this Amendment shall govern.
Governing Law. This Amendment shall be governed by the internal laws of the State of New York without regard to the conflict of laws principles thereof.
Counterparts. This Amendment may be executed in any number of counterparts and delivered by email/.pdf format or by facsimile, each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.
2
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered on their behalf as of the date first above written.
| THE COMPANY: | |
|---|---|
| DRAGON VICTORY INTERNATIONAL LIMITED | |
| By | /s/ Liu Limin |
| Name: | Liu Limin |
| Title: | CEO |
| 1st CLOSING PURCHASER: | |
| LSQ Investment Fund SPC, a Cayman Islands Segregated<br> Portfolio Company, for and on behalf of Disruptive Opportunity Fund II SP | |
| By | /s/ Wang Bingzhong |
| Name: | Wang Bingzhong |
| Title: | Director |
| Sub-Investment Manager at KBR Fund Management Limited, in its capacity as sub-investment manager of LSQ Investment Fund SPC-Disruptive Opportunity Fund II SP | |
| By | /s/ Bob Chan |
| Name: | Bob Chan |
| Title: | Director |
| 2nd CLOSING PURCHASER: | |
| Elephas Global Master Fund | |
| By | /s/ Li Yiwen |
| Name: | Li Yiwen |
| Title: | Director |
| Jiayi Huang | |
| By | /s/ Jiayi Huang |
| Name: | Jiayi Huang |
| Title: | N/A |
3
| Consulting Company: | |
|---|---|
| Natural Selection Capital Holdings Limited, a Cayman<br> company | |
| By | /s/ Wang Bingzhong |
| Name: | Wang Bingzhong |
| Title: | Director |
| Ni Ming | |
| By | /s/ Ni Ming |
| Name: | Ni Ming |
4
Exhibit 10.2
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of March 3, 2022, is by and among (i) DRAGON VICTORY INTERNATIONAL LIMITED, an exempted company with limited liability, organized and existing under the laws of the Cayman Islands (the “Company”), (ii) LSQ Investment Fund SPC-Disruptive Opportunity Fund II SP, a Cayman Islands Segregated Portfolio Company (“LSQ”), (iii) Natural Selection Capital Holdings Limited, a Cayman company (the “Consulting Company”), (iv) Mr. Ni Ming (“Mr.Ni,” and together with the Consulting Company, the “Consultants” and each a “Consultant”), and (v) Elephas Global Master Fund and Jiayi Huang (together with the Company, LSQ, and the Consultants, the “Parties” and each a “Party”).
WITNESSETH:
WHEREAS, the Parties entered into a Registration Rights Agreement dated August 6, 2021 (the “Registration Rights Agreement”); and
WHEREAS, the Parties desire to amend the Registration Rights Agreement to extend the Filing Deadline and the Effectiveness Deadline (as defined in the Registration Rights Agreement).
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the Parties hereby agree as follows:
1. Defined Terms. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement.
2. Amendments. The Parties hereby amend the Registration Rights Agreement as follows:
2.1 The definition of “Effectiveness Deadline’ shall be deleted in its entirety and replaced with the following sentence:
” ‘Effectiveness Deadline’ means, with respect to a Registration Statement filed hereunder, the date on which the Company is notified by the U.S. Securities and Exchange Commission (“SEC”) that one of the Registration Statements, as defined below, will not be reviewed or is no longer subject to further review and comments; provided, that the Effectiveness Deadline for (i) the 1st Closing Registration Statement shall be no later than the 30th calendar day following the expiration of the 1st Closing Shares Lock-Up Period, (ii) the 2nd Closing Registration Statement shall be no later than the calendar day that is no later than sixteen months (16) months from the date hereof, and (iii) the Consulting Company Registration Statement shall be no later than the 30th calendar day following the expiration of the Consulting Company Lock-Up Period.
2.2 The definition of “Filling Deadline” shall be deleted in its entirety and replaced with the following sentence:
” ‘Filing Deadline’ means, (i) with respect to the 1st Closing Registration Statement, any date that is prior to the expiration of the 1st Closing Shares Lock-Up Period such that the 1st Closing Registration Statement shall become effective by the Effectiveness Deadline as provided herein, (ii) with respect to the 2nd Closing Registration Statement, the date that is no later than the twelve (12) months following the date hereof, and (iii) with respect to the Consulting Company Registration Statement, any time prior to the expiration of the Consulting Company Lock-Up Period such that the Consulting Company Registration Statement shall become effective by the Effectiveness Deadline as provided herein.
3. Ratification. Except as expressly amended by this Amendment, the terms and conditions of the Registration Rights Agreement are hereby confirmed and shall remain in full force and effect without impairment or modification.
4. Conflict. In the event of any conflict between the Registration Rights Agreement and this Amendment, the terms of this Amendment shall govern.
5. Governing Law. This Amendment shall be governed by the internal laws of the State of New York without regard to the conflict of laws principles thereof
6. Counterparts. This Amendment may be executed in any number of counterparts and delivered by email/.pdf format or by facsimile, each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.
2
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered on their behalf as of the date first above written.
THE COMPANY:
DRAGON VICTORY INTERNATIONAL LIMITED
| By | /s/<br> Liu Limin |
|---|---|
| Name: | Liu Limin |
| Title: | CEO |
1st CLOSING PURCHASER:
LSQ Investment Fund SPC, a Cayman Islands Segregated Portfolio Company, for and on behalf of Disruptive Opportunity Fund II SP
| By | /s/<br> Wang Bingzhong |
|---|---|
| Name: | Wang Bingzhong |
| Title: | Director |
Sub-Investment Manager at KBR Fund Management Limited, in its capacity as sub-investment manager of LSQ Investment Fund SPC-Disruptive Opportunity Fund II SP
| By | /s/<br> Bob Chan |
|---|---|
| Name: | Bob Chan |
| Title: | Director |
2nd CLOSING PURCHASER:
Elephas Global Master Fund
| By | /s/<br> Li Yiwen |
|---|---|
| Name: | Li Yiwen |
| Title: | Director |
Jiayi Huang
| By | /s/<br> Jiayi Huang |
|---|---|
| Name: | Jiayi Huang |
| Title: | N/A |
3
Consulting Company:
Natural Selection Capital Holdings Limited, a Cayman company
| By | /s/ Wang Bingzhong |
|---|---|
| Name: | Wang Bingzhong |
| Title: | Director |
Ni Ming
| By | /s/ Ni Ming |
|---|---|
| Name: | Ni Ming |
4